Various Limits under Companies Act, 2013

By:
CA Kamal Garg
[B. Com (H), FCA, DISA (ICAI), LLB]

CSR Applicability [Section 135]

Applicable to every company (Public, Private, Foreign,
Govt., etc.) having :
Net worth > Rs. 500 crore, or
Turnover > Rs. 1000 crore,or
Net profit > Rs. 5 Crore
during any financial year
CSR Spend: > 2% of the last 3 years average net profits
CSR Committee: Required to be constituted with > 3
Directors (1 Shall be independent) for listed/ unlisted Public
Co.
[Private Co. > 2 Directors and not mandatory to appoint to
independent director]
12/29/16 08:09:31 PM

Corporate Social Responsibility

Internal Audit
[Section 138 of the Companies Act, 2013
read with Rule 13 of the Companies
(Accounts) Rules, 2014]

Listed Co.
Required
to appoint
internal
auditor in
all cases

Unlisted Public Co.

Private Co.
Required to appoint internal auditor if any of the
NBFCs conditions
and Foreign
Financial
following
are fulfilled:

Institutions
notCr.
considered
1. Turnover >=are
Rs. 200
in previous F.Y.;
as
Public Financial
2. Outstanding
loans orInstitutions
borrowings from banks
or
publicthe
financial
institutions
under
Companies
Act>= Rs. 100 Cr.
at any point of time in previous F.Y.;

3. Paid-up Sh. Cap. >=

Paid up Sh. Capital
Rs. 50 Cr.
in
and Outstanding
Transitional Provisions:
An existing
company
covered is
previous
F.Y.;
Deposits
are not 138
the
required to comply
with
the requirements
of section
4. Outstanding
deposits
criteria for a of
Private
and this rule
within 6 months
of commencement
such
>= Rs.
Co.
th 25 Cr. at any
section (i.e. by 30 September, 2014)
point of time in
previous F.Y.

Mandatory Rotation of Auditors

Applicability [Section 139(2) and Rule 5 & 6]:

CARO, 2016: Applicability

Applicable to foreign companies defined u/s 2(42);

Not Applicable to:
1. Banking Company
2. Insurance Company
3. Section 8 Company
4. Private Company, if:
i. Its not a subsidiary or holding of a Public Co.; AND
ii. (Paid up Capital + Reserves & Surplus) <= Rs. 1 crore
as on B/s Date; AND
iii. Outstanding Loans from Banks/ F.I. <= Rs. 1 crore at
any point of time during the financial year; AND
iv. Total Revenue (including revenue from discontinuing
operations) under Schedule III <= Rs. 10 crores during
the financial year as per the financial statements

CARO, 2016: Applicability

Not Applicable to:

5. One Person Company [Sec. 2(62)];
6. Small Company [Sec. 2(85)]: a Company having:
a) Paid up share capital < 50 lakhs [5 cr.]; and
b) Turnover as per last P & L < 2 cr. [20 cr.]
Following do not qualify as a Small Company:
c) Public company;
d) Holding or a subsidiary company;
e) Section 8 Company;
f) Co. or body corporate governed by any special Act

Note: CARO, 2016 shall not apply to the auditors report

on consolidated financial statements [Proviso to

Minimum and Maximum Number of Directors

[Section 149(1) & (2)]

Only Individuals can be appointed as Directors;

Public Company = Minimum 3 Directors;
Private Company = Minimum 2 Directors;
One Person Company (OPC) = Minimum 1 Director;
Maximum Directors in any Company = 15 Directors
Transitional Provisions = Existing Companies to
comply within 1 year from commencement of this
Section (i.e. by 31.3.2015)
8

Increase in Number of Directors

[First Proviso to Section 149(1) & (2)]
Upto 15 Directors = Increase in number of
directors can be made as per AOA;
Beyond 15 Directors = Increase in number of
directors can be made after approval of members
by way of SR in a GM for amendment in the
Articles to have more than 15 directors

MCA Exemption Notification

[Dated 5-6-2015]
Nature of
Company

Minimum
Number of
Directors
[Section 149(1)
(a)]

Maximum
Number of
Directors
[Section 149(1)
(a)]

Increase in
Number of
Directors
[First Proviso to
Section 149(1)
(a)]

Section 8
Company

Not Applicable

Not Applicable

Not Applicable

Government
Company

Applicable

Not Applicable

Not Applicable

10

Women Director
[Rule 3 of the Companies (Appointment and Qualification of Directors)
Rules, 2014 and Second Proviso to section 149(1)]

Following Companies need to appoint atleast one Women Director:

a) every listed company;
b) every other public company having (as on the last date of
latest audited financial statements):
) Paidup share capital > Rs. 100 Crores; or
) Turnover > Rs. 300 Crores
) Transitional Provisions =
1. Eligible Companies to comply within 6 months from the date
of incorporation;
2. Existing Companies to comply within 1 year from
commencement of this Section (i.e. by 31.3.2015)
. Vacancy of the women directors needs to be filled within 3
months or next Board meeting, whichever is later
11

Small Shareholders Director (SSD)

[Section 151 of the Companies Act, 2013 and Rule 7 of the Companies (Appointment and Qualification of
Directors) Rules, 2014]

A listed company, may upon the notice of:

> 1000 small shareholders; or
> 1/10 of the total number of such shareholders,
whichever is lower, have a SSD elected by the small shareholders
A listed company if opts to appoint SSD suo motu, then above
provisions shall not apply;
SS = a Shareholder holding shares of nominal value < Rs. 20,000;
Tenure of appointment of SSD:
1. shall not exceed a period of 3 consecutive years;
2. shall not be liable to retire by rotation;
3. on the expiry of the tenure, the director shall not be eligible for
reappointment (reappointment possible after expiry of next 3
years)
12

Companies Required to have IDs

[Section 149(4) and Rule 4 of the Companies
(Appointment and Qualification of Directors) Rules, 2014]

Every Listed Company (to have IDs of atleast 1/3rd

of total directors on its Board);
Every Public Company (to have atleast 2 IDs on
its Board), if (as per its latest audited F.S.):
1. Its Paid-up Share Capital > Rs. 10 Crores; or
2. Its Turnover > Rs. 100 Crores; or
3. Its Loans, Debentures, Deposits > 50 Crores

Appointment of
Key Managerial Personnel
[Section 203 and Rule 8 of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014]

Appointment of
Whole-time KMP
[Rule 8]

Appointment of
Whole-time CS
[Rule 8A]

1. Listed Company;
1. Companies other
Appointment
of a person
ascovered
MD in by
more
2. Public Company
than
than
one paid
company
can be
withpaid
the
having
up
Rulemade
8 having
share capital
> Rs.directors
up share
capital
>
consent
of all the
present
at BM
10 Crores
Rs. 5203(3)
Crores of the
[third
proviso to section

Appointment of MD cum
Chairman, or CEO cum Chairman
[Proviso to Sec. 203(1)]

Appointment as:
1. MD cum Chairman; or
2. CEO cum Chairman,
not permitted, unless:
3. AOA provides otherwise;
2013 Act]
or
4. Its a Public Co. having
1. KMP cant be appointed in more than 1 Co.;
multiple business and
2. Requirement to vacate the office of KMP
having CEO for each such
(other than MD or WTD) in other Co. within
business and:
6 months from 1.4.2014;
. Paid up share capital > Rs.
3. A director of a company may be appointed
100 Crores; and
as KMP (but not as CS) with BOD approval;
. Annual Turnover > Rs. 1000
4. Vacancy to be filled within 6 months
Crores

Secretarial Audit
[Section 204(1) read with Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014]

Requirement for obtaining the Secretarial Audit Report in Form MR-3

from CS in practice and to annex with the Boards Report for the
relevant financial year:
a) every listed company; or
b) every public company having a paid-up share capital > Rs. 50 Crores; or
c) every public company having a turnover > Rs. 250 Crores
) The Boards report shall give explanation on any qualification or
observation or remarks by the Secretarial Auditors;
) Laying of the Secretarial Audit Report at AGM (required because
such Report is being annexed with BOD Report);
) Duty of the company to provide all assistance and facilities for
auditing the secretarial and related records

Summary of Section 188 Approvals

Requirement of Consent at BM and/ or GM

Specified
Contracts
Arrangements under Rule 15(
Required
in allorcases

Common Points for Section 188

Prohibition on the members being a related party to vote at a
resolution [2nd Proviso to section 188(1)]. Private Companies
exempted from this restriction [MCA Notification, dated 5-6-2015];
In case of a wholly owned subsidiary company, the holding
company may pass OR [Rule 15];
OR
not
required
for
transactions
between
holding
Section 188 has no retrospective application, but any
company
andis made
its WOS,
consolidated
accounts
are
modification
in the ifterms
of contract or
it is renewed
placed
the of
GMits of
suchperiod,
holding
company
after theatexpiry
original
previous
approval[Fourth
of the
proviso
shareholders
to would
sectionbecome
188(1)
necessary
inserted
[MCA by
Circular
Companies
30/2014,
Dated 17-7-2014];
(Amendment)
Act, 2015 w.e.f. 29-5-2015]
Contracts carried out in ordinary course of business on arms
length basis are exempted u/s 188 [3rd proviso to section 188(1)];
Requirement for providing disclosure of related party
transaction alongwith its justification in the Directors Report

Requirement of Consent through

Ordinary Resolution at GM
[Section 188 read with Rule 15(3) of the Companies
(Meetings of the Board and its Powers) Rules, 2014]

Case 2.1: Specified Contracts or Arrangements

Nature of contracts or
Criteria
arrangements
1.Sale, purchase or Sale, purchase or
supply of any goods supply of any goods or
or materials
materials, directly,
exceeding:
10% of the turnover of
the company; or
Rs. 100 crore,
whichever is lower

Case 2.1: Specified Contracts or Arrangements

Nature of contracts or
Criteria
arrangements
1. Selling or otherwise Selling
or
otherwise
disposing of, or buying, disposing of or buying
property of any kind;
property of any kind,
directly,
exceeding:
10% of net worth of the
company; or
Rs. 100 crore,
whichever is lower

Case 2.1: Specified Contracts or Arrangements

Nature of contracts or
Criteria
arrangements
1. Leasing of property of Leasing of property of any
any kind
kind,
exceeding:
10% of net worth of the
company; or
10% of turnover of the
company; or
Rs. 100 crore,
whichever is lower

Case 2.1: Specified Contracts or Arrangements

Nature of contracts or
Criteria
arrangements
1. Availing or rendering Availing or rendering of
any services, directly,
of any services;
exceeding:
10% of the turnover of
the company; or
Rs. 50 crore,
whichever is lower

Case 2.1: Specified Contracts or Arrangements

Appointment of any agent for purchase or sale of goods,
materials, services or property
Sale, purchase or
supply of any goods
or materials, through
appointment of
agent,
exceeding:
10% of the turnover
of the company; or
Rs. 100 crore,
whichever is lower

Selling or otherwise
disposing of or
buying property of
any kind, through
appointment of
agent,
exceeding:
10% of net worth of
the company; or
Rs. 100 crore,
whichever is lower

Availing or rendering
of any services,
through appointment
of agent,
exceeding:
10% of the
turnover of the
company; or
Rs. 50 crore,
whichever is lower

Case 2.2: Remuneration for underwriters etc.

Case 2.3: Office or Place of Profit [OPP]

[Section 188(1) read with Rule 15(3)(b)]
Then
itsappointment
subsidiarycompany
associate
company
shall be made

Meaning of Relatives
[Section 2(77) and Rule 4 of Companies (Specification of
Definitions Details) Rules, 2014]
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

Members of HUF;
Exhaustive
Husband and Wife;
Definition
Father, including step-father;
Mother, including step-mother;
Son, including step-son;
Sons wife;
Daughter;
Daughters husband;
Brother, including step-brother;
Sister, including the step-sister

Overall Maximum Managerial

Remuneration
and
Managerial Remuneration in case of
Absence or Inadequacy of Profits
[Section 197]
[In case of Government Companies, section 197 shall not apply
MCA Notification, Dated 5-6-2015]

Limits in the case of company having profits

Executive
Non
IfExecutive
Where
moreor
one
MD
Directors
there
than
more
orDirectors
one
WTD
isMD
noMD
MD
= 5%
or
or
(other
WTD
orWTD
ofWTD
net
=than
1%
=profit
=10%
Independent
3%
of net
of net
profit
profit
Director)

Limits can be exceeded only with the

approval of the company in GM [Proviso to
Section 197(1)]

Limits in the case of company having no profits or inadequate profits

With
Under
CG CG
approval
normal
special
circumstances,
- Ifprofits
the Company
remuneration
does notprofits
comply
payable
as perwith
Sectio
ascop
Companies
Without
having
approval
no
or inadequate

Computation of Profits u/s 198

Profit before Tax as per Statement of Profit and Loss
Add:
Less:
1. Income-tax and super-tax 1. Profits by way of premium on
payable by the Co. under the
shares or debentures of the
Income-tax Act, 1961;
Co.;
2. Any compensation, damages or 2. Profits on sales by the Co. of
payments made voluntarily ;
forfeited shares;
3. Loss of a capital nature 3. Profits of a capital nature
including loss on sale of the
including profits from the sale of
undertaking or any of the
the undertaking;
undertakings of the Co.;
4. Profits from the sale of any
4. Any change in carrying amount
immovable property or fixed
of an asset or of a liability
assets of a capital nature;
5. Any change in carrying amount
of an asset or of a liability

Schedule V

Schedule V

Part I

Conditions for Appointment of Managerial

Personnel

Part II

Remuneration Payable w.r.t. :

Section I Companies having profits
Section II Companies having no/ low profits
Section III Specified Companies having no/
low profits
Section IV Perquisites
Section V Managerial
Companies

Person

Part III Certification Requirements

Part IV Exemption Notification by CG

in

Part I

Special Points
If earlier, CG has given approval for appointing a
person guilty under:
16 Specified Acts; and/or
COFEPOSA,
then re-approval would not required for his
reappointment (unless convicted again meanwhile);
If SR approval is obtained for appointing a person
who attained 70 years of age, then CG approval is
not required

Resident of India meaning

Resident in India includes a person who:
Has been staying in India for a continuous
period of >= 12 months immediately preceding
the date of his appointment as a managerial
person; and
Has come to stay in India:
a) for taking up employment in India; or
b) for carrying on a business or vocation in
India [Explanation I]
) This condition shall not apply to the Companies in
SEZ notified by Deptt of Commerce [Explanation II]

Part II

Section II:
Remuneration payable by companies having no
profit or inadequate profit without CG approval
Where in any financial year during the currency of
tenure of a managerial person,
a company has:
no profits or
inadequate profits,
it may, without CG approval,
pay remuneration to the managerial person
not exceeding the higher of the limits under (A) and (B)
given below

(A)
Remuneration payable by companies having no
profit or inadequate profit without CG approval

(B)
Remuneration payable by companies having no
profit or inadequate profit without CG approval
In the case of a managerial person who was:
1. not a security holder holding securities of the company
of nominal value of > Rs. 5 lakh; or
2. not an employee or a director of the company; or
3. not related to any director or promoter,
. at any time during the 2 years prior to his appointment,
the remuneration for such managerial person, may be paid for
an amount not exceeding:
a) 2.5% (or 5% if SR approves it) of the current relevant profit

Meaning of Certain Terms

Effective Capital Employed

Current Relevant Profit

Computed u/s 198 but
1. Effective Capital Employed to be computed:
Paid up share capital
without deducting
) as on the date of appointment of managerial
(+) Securities Premium A/c
excess of expenditure
person
the new companies;
(+) Reserves
andfor
Surplus
over income thereof in
) as on
theReserves)
last audited balance
for the
(excluding
Reval.
respect ofsheet
those years
(+) Longexisting
term loans
during which the
companies
(+) Deposits
after 1be
yearpaid even
managerial
person has
2.
Sitting payable
Fees can
if Company
(-) Investments
(other
was not
an employee,
incurred loss
in than
the current financial
year;
investments made by
director or
3. Remuneration on the basis of effective capital
Investment Co,)
shareholder of the
employed under
payable
ordinary
(-) Accumulated
losses Schedule V is not
company
or itstoholding
directors
(i.e. the
than
MD and WTD)
(-) Prelim
expenses
not directors
written off other or
subsidiary
companies

Section II:
Remuneration payable by companies having no profit or
inadequate profit without CG approval
Other Common Conditions for Section II:
1. Approval required from BOD and NRC (if any);
2. Co. made no default in repayment of any deposits/ debentures/
interest thereon, for continuous 30 days in preceding F.Y. before
the date of his appointment;
3. SR cannot be passed for approving such remuneration for more
than 3 years;
4. GM notice in respect of SR at (3) above to contain following
information:
) General Information about the Co.;
) Information about the appointee;
) Other Prescribed Information;
) Disclosures about Corporate Governance, Salary
Components/ ESOPS/ Service Contracts

Section III:
Remuneration payable by companies having
no profit or inadequate profit without CG
approval in certain special circumstances

Specified Cos.
New Co.
Sick Co.
under
Revival
through
BIFR or
NCLT

Remuneration
Can pay upto 2 times the
limits permissible under
Section II;
**Comply all other
conditions seen above

Requirements
Payment allowed for upto 7
years from incorporation
date
Payment allowed for upto 5
years from the date of
approval of Revival Scheme

Other Cases Can exceed Section II

Remn. fixed by BIFR or
Limits
NCLT
Common Conditions: File Certificate from Auditor or WTCS or CSP about:
1. receipt of written NOC about above from secured creditors and term
lenders;
2. no default in payment to creditors/ settlement of dues to all deposit
holders
SEZ Co. which has not raised money (through shares/ debentures) from
public in India and has not defaulted in repayment of any deposits,

Section IV:
Perquisites not included in
Managerial Remuneration

Expatriate Managerial Personnel

(including a non-resident Indian)

All Managerial Personnel

(including Expatriate)

1. Contribution to PF/
Superannuation Fund/
Annuity Fund to the extent
not taxable under the IncomeHoliday passage for children
tax Act, 1961;
studying out of India or family [S/ DC/ 2. Gratuity payable at a rate not
DP] staying abroad = Return fare for:
exceeding half a month's
1. Economy Class = once in a year;
salary for each completed
2. First Class = once in two years
year of service; and
3. Leave encashment at the end
Leave Travel Concession = Return
of the tenure
fare as per the Rules of the Company
but only for leaves to be spent out of
India
Children Education Allowance =
lower of actual expenses or Rs.
12,000 p.m. for upto 2 children

Section V: Remuneration payable to a

managerial person in two companies
a managerial person shall draw remuneration from
one or both companies,
which does not exceed
the higher maximum limit admissible from any
one of the companies of which he is a
managerial person

Committees of the Board

By:
CA Kamal Garg
[B. Com (H), FCA, DISA (ICAI), LLB]

Various Committees

Applicable Provisions

Whistle Blower
Policies
1. Audit Committee; Section 177 of the Companies Act, 2013 read
2. Vigil Mechanism with Rule 6 of the Companies (Meetings of the
for their directors Board and its Powers) Rules, 2014
and employees
1. Nomination and
Remuneration
Committee
(NRC);
2. Stakeholders
Relationship
Committee

Section 178 of the Companies Act, 2013 read

with Rule 7 and 8 of the Companies (Meetings
of the Board and its Powers) Rules, 2014

52

Class of Companies

Listed Company

Audit
Committee

Nomination
and
Remuneration
Committee

Vigil Mechanism for

their directors and
employees

Yes

Yes

Yes

Other Public Co. (if as on last date of Audited F.S.):

a) Paid up capital >
Rs.10 Crores; or

Yes

Yes

No

b) Turnover > Rs.100

Crores; or

Yes

Yes

No

c) Loans, Debentures,
Any Deposits > Rs.50
Crores
(except
for
Vigil
Mechanism)

Yes

Yes

Yes, but only if:

a) Public Deposits
are outstanding
for any amount;
b) Has borrowings
from Banks and
PFI > Rs. 50 Cr.
53

Other Requirements
Nomination
and5th June,
Vigil Mechanism
The MCA videAudit
its Notification
Dated
2015 has
Remuneration
exempted Committee
Section 8 company
from the requirement of
Committeedirectors in the Audit
having majority of independent
Committee.3 Directors
No. of Members
3 Directors
Not specified
Independent directors Majority
50%
As per Board
Capability of majority Must be able to read and Not specified
Audit
committee of a understand
GovernmentF.S.Company can recommend only
of the Members
for
remuneration of auditor. That is, the Audit Committee of a
(including
Government
is report:
exempted from "recommendation for
Chairperson) Company
Disclosures
in Directors
appointment, and terms of appointment of the auditors vide MCA
1.
The composition
of an
Audit
Committee;
Transition
period
1 year
1 year and
Not specified
th
Harassment;
Insignificant,
Exemption Notification
Dated 5 June, 2015.

2. Where the Board had not accepted any recommendation

of

Cheap,
Vigilthe
Mechanism:
Audit Committee, the same shall be disclosed in such
report
Shall provide
adequate
safeguard
against victimisation;
along with
the reasons
therefore.
[Section 177(8)]

In case of frivolous complaint, suitable action required to be

taken by Audit Committee / Director nominated by the Audit
54
Committee.

Role of Audit Committee [Section 177(4)]

Recommending appointment, remuneration and terms of
appointment of auditors of the company;
Review and monitor auditors independence and
performance;
Examination of F.S. and the auditors report thereon;
Approval or any subsequent modification of RPTs [Provided
that the Audit Committee may make omnibus approval for
related party transactions proposed to be entered into by the
company subject to provisions contained in Rule 6A];
Scrutiny of inter-corporate loans and investments,
valuation of undertakings or assets of the company,
wherever it is necessary;
Evaluation of internal financial controls and risk
management systems;

Additional Role of Audit Committee

[Section 177(4)]

The Audit Committee may call for the comments of the

auditors about internal control systems, the scope of
audit, including the observations of the auditors and review of
financial statement before their submission to the Board and
may also discuss any related issues with the internal and
statutory auditors and the management of the company.
The Audit Committee shall have authority to investigate into
any matter in relation to the items specified above or referred
to it by the Board and for this purpose shall have power to
obtain professional advice from external sources and
have full access to information contained in the records of the
company

Omnibus Approval
[Rule 6APoint:
as inserted
by the under
Companies
(Meetings
Special
Approval
Section
188:of Board and
its Powers) Second Amendment Rules, 2015, w.e.f. 14-12-2015]
The Companies which are required to constitute Audit
Criterias u/s
to be
by Audit Act,
Committee
for
Committee
177considered
of the Companies
2013, are
Omnibus
Approval:
also
required
to obtain approval from Audit
Committee
u/s 177(4)(iv)
of the
Companies
2013
1. Maximum
value of the
transactions
perAct,
annum
read with
Rule 6A
of Companies
(Meetings of Board
individually
as well
as aggregated;
and
Powers)
Second toAmendment
2. its
Extent
of disclosures
be submittedRules,
before 2015
Audit
[w.e.f. Committee
14.12.2015]at the time of seeking such approval;
3. Review of RPTs entered into by Co. on the basis of
such approval;
4. Transactions not eligible for such approval

Omnibus Approval
[Rule 6A as inserted by the Companies (Meetings of Board and
its Powers) Second Amendment Rules, 2015, w.e.f. 14-12-2015]

Audit Committee shall consider the following factors while

specifying the criteria for making omnibus approval:
a) repetitiveness of the transactions (in past or in future);
b) justification for the need of omnibus approval.
) Omnibus approval shall contain or indicate the following:
a) name of the related parties;
b) nature and duration of the transaction;
c) max. amount of transaction that can be entered into;
d) indicative base price or current contracted price and the
formula for variation in the price, if any; and
e) any other information relevant or important for the Audit
Committee to take a decision on the proposed transaction

Omnibus Approval
[Rule 6A as inserted by the Companies (Meetings of Board and
its Powers) Second Amendment Rules, 2015, w.e.f. 14-12-2015]

1) Where the need for RPT cannot be foreseen and

above details are not available, Audit Committee may
make omnibus approval for such transactions subject to
their value not exceeding Rs. 1 crore per transaction;
2) Omnibus approval shall be valid for a period not
exceeding one financial year and shall require fresh
approval after the expiry of such financial year;
3) Omnibus approval shall not be made for transactions
in respect of selling or disposing of the undertaking

Nomination and Remuneration Committee

[MCA Exemption Notification, Dated 5-6-2015]
Section 8
Company
Nomination and
Remuneration
Committee not
required to be
constituted

Government Company
Exemption: Following compliances are not required by
Nomination and Remuneration Committee:
1. Identification of directors, senior managerial
personnel,
2. Framing of criteria for determining qualifications,
positive attributes and independence of a director
and framing policy thereof;
Exception: Compliance of point (2) however required
with regard to appointment of senior management
members of its core management team [The policy so
framed shall be disclosed in the Directors report]

Stakeholders Relationship Committee

Applicability to all the Companies which fulfill any of the following four
conditions at any time during a financial year:
1. Shareholders; or
2. Debentureholders; or
> 1000 in Number
3. Depositholders; or
4. Other Securityholders
Constitution of the
Committee

Chairperson = 1;
Other Members = as decided by BOD

Role of the Committee

1. Consider and resolve the grievances

of above-mentioned stakeholders;
2. Chairperson or other member
authorised by him, must attend AGM

Name under Clause 49 of

the Listing Agreement

Shareholders/Investors Grievance
Committee