Board Committees Under Companies Act 2013

Board Committees Under Companies Act 2013

July 05, 2016
     
Board-Committees-companies-act-2013

Board Committees under companies act 2013

Section 135 - Corporate Social Responsibility Committee
Applicability
Every company having
  1. Networth of Rs  500 crore or more, or
  2. Turnover of Rs 1000 crore or more or
  3. A Net Profit of Rs 5 crore or more during any financial year.
Composition
The committee shall consist of 3 or more directors, out of which at least 1 director shall be an independent director.
·     An Unlisted Public Company or Private Company  which is not required to appoint an independent director as per section 149 (4) shall constitute its committee without such director;
·   In case of a private company having only two directors, the committee can be constituted with only two such directors;
·       In case of a foreign company,  CSR committee shall be constituted with two persons out of which one person shall be nominated by foreign company and the other person shall be a person resident in India, as specified under section 380 (1) (d)
No of Meeting
As fixed by the Board at the time of creation of committee or as the committee may decide
Quorum
Unless the Articles provide otherwise 1/3rd of the total strength of the Board or 2 members, whichever is higher.

Section 177 - Audit Committee
Applicability
Every Listed Company and every other public companies having
  • paid up capital of Rs 10 crore or more; or
  • turnover of Rs 100 crore or more; or
  • in aggregate, outstanding loans or borrowings or debentures or deposits(based on the date of last Audited Financial Statements) exceeding Rs 50 crore or more 
Composition
The committee shall consist of a minimum of 3 directors with independent directors forming a majority, Provided that majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statements. However an audit committee constituted by a section 8 company shall not be required to have majority of its members as independent.
No of Meeting
As fixed by the Board at the time of creation of committee or as the committee may decide.
Quorum
Unless the Articles provide otherwise 1/3rd of the total strength or 2 members whichever is higher.

Section 178 - Nomination and Remuneration Committee
Applicability
Every Listed Company and every other public companies having

·         paid up capital of Rs 10 crore or more; or
·         turnover of Rs 100 crore or more; or
·   in aggregate, outstanding loans or borrowings or debentures or deposits(based on the date of last Audited Financial Statements) exceeding Rs 50 crore or more  

Pursuant to the notification G.S.R. 466(E) dated 5th June 2015 issued under section 462 of the Companies Act 2013, the aforesaid provision shall not apply to a  section 8 company
Composition
The committee shall consist of 3 or more non-executive directors out of which not less than 1/2 shall be independent directors; Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such committee.
No of Meeting
As fixed by the Board at the time of creation of committee or as the committee may decide.
Quorum
Unless the Articles provide otherwise 1/3rd of the total strength or 2 members whichever is higher.

Section 178 - Stakeholders Relationship Committee
Applicability
The Board of Directors of a company which consists of more than 1000 shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year
                                       
Pursuant to the notification G.S.R. 466(E) dated 5th June 2015 issued under section 462 of the Companies Act 2013, the aforesaid provision shall not apply to a section 8 Company
Composition
The Committee shall consist of
·         Chairperson, who shall be a non-executive director and
·         Such other members as may be decided by the board.
No’s of Meeting
As fixed by the Board at the time of creation of committee or as the committee may decide.
Quorum:
Unless the Articles provide otherwise 1/3rd of the total strength or 2 members whichever is higher
   
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