Monday, 12 January 2015

Committees under Companies Act, 2013


Committees under Companies Act 2013
Section
Committee
Applicability
Constitution
135
Corporate Social Responsibility Committee
Every company having:
Net worth- 500 cr or more   or        
 Turnover- 1000 cr or more     or                       
Net profit-5 cr or more
It is a committee of the Board consisting three or more directors, out of which at least one director shall be an independent director

Note: Private Company and Unlisted Public Limited Company which are not required to appoint independent directors on their board but fall under the ambit of section 135(1) then they shall continue with CSR committee without independent directors. 
177( read with rule 6)
Audit Committee
1.listed company    
2.Public co. having :
·         PUC-10 cr or more Or 
·         T/o -100 cr or more Or
·         having aggregate outstanding loan or borrowing deposits exceeding 50 cr. Or more.      
          
                        
The BOD shall constitute an audit committee, which shall consist of a minimum of 3 directors with independent director forming a majority.
177(read with rule 7)
Vigil Mechanism
1.Every listed company,
2. Every other company which     accepts deposits from the public
3. Every other company which has borrowed money from banks and public financial institutions in excess
of Rs. 50 crores;
The companies which are require to constitute  an audit committee shall oversee the Vigil mechanism through the committee
178(read with rule 6)
Nomination and remuneration committee
1.Listed company    
2.Public co. having :
·         PUC-10 cr or more Or 
·         T/o -100 cr or more Or
·         having aggregate outstanding loan or borrowing deposits exceeding 50 cr. Or more.      
          
The BOD shall constitute the Nomination and Remuneration
Committee consisting of three or more non-executive directors out of which not less than one -half shall be independent directors

178
Stakeholder Relationship Committee
Companies having combined total of all its shareholders, debenture holders, deposit holders & any other security holder greater than 1000 at any time during a financial year                                                                  
The BOD shall constitute the stakeholder relationship committee consisting of  a chairperson who shall be a non-executive director



Thanks
CS Nikhil Kalra
csnikhilkalra@gmail.com

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