What are the Compliances under SEBI (LODR) Regulations?

Table of Contents

1. Listing of Securities

2. Companies Act, 2013

3. Securities Contracts (Regulation) Act, 1956

4. SEBI (LODR) Regulations, 2015

5. Board of Directors

6. Various Committees & Vigil Mechanism

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1. Listing of Securities

1.1 Type of listings

Listing of securities falls under five groups –

1. Initial listing: If the shares or securities are to be listed for the first time by a company on a stock exchange is called initial listing.
2. Listing for public issue: When a company whose shares are listed on a stock exchange comes out with a public issue of securities, it has to list such issue with the stock exchange.
3. Listing for rights issue: When companies whose securities are listed on the stock exchange issue securities to existing shareholders on rights basis, it has to list such rights issues on the concerned stock exchange.
4. Listing of bonus shares: It is listing of shares issued as a result of capitalisation of profit through bonus.
5. Listing for merger or amalgamation: When new shares are issued by an amalgamated company to the shareholders of the amalgamating company, such shares are also required to be listed on the concerned stock exchange.

1.2 Benefits of listing

Benefits to Company

Following benefits are available to the company when securities are listed by a company in the stock exchange:

• Public image of the company is enhanced.
• The liquidity of the security is ensured making it easy to buy and sell the securities in the stock exchange.
• Tax concessions are made available both to the investors and the companies.
• Listing procedure compels company management to disclose important information to the investors enabling them to make crucial decisions with regard to keeping or disposing of such securities.
• Listed companies command better support such as loans and investments from Banks and FIs.

Benefits to investors:

• It affords liquidity to their holdings.
• It affords them to obtain the best prices for the securities they want to sell off.
• The Stock Exchange quotation helps the investors to keep themselves abreast of the price changes of the securities owned or held by them.
• The investors get maximum protection in regard to their holdings, because the Stock Exchange rules and regulations have been formulated with the end in view.
• Listing gives an added collateral value to the securities held by investors, for banks in making loans and advances prefer a security quoted on the Stock Exchange.
• Listing is also advantageous in the matter of income-tax, wealth-tax, estate duty and other taxes payable by shareholders in their capacity as assessee.

1.3 Multiple Listing

A company with a paid-up capital above ` 5 Crore should list its securities or have its securities permitted for trading, on at least one stock exchange having Nationwide Trading Terminals.

Benefit of Multiple Listing: Multiple listing provides arbitrage opportunities to the investors, whereby they can make profit based on the difference in the prices prevailing in the said exchanges.

2. Companies Act, 2013

2.1 Power of SEBI to regulate issue and transfer of securities [Section 24]

Any Company which is listed or intend to get their securities listed on any recognized stock exchange will be administered by Regulations prepared by SEBI for matters relating to issue and transfer of securities and non payment of dividend.

2.2 Securities to be dealt with in stock exchanges [Section 40]

• Every company making public offer shall make an application to one or more recognised stock exchange and obtain permission for the securities to list on such stock exchange.
• If the prospectus states that an application has been made to list shares on stock exchange, such prospectus shall also state the name of the stock exchange in which the securities shall be dealt with.

3. Securities Contracts (Regulation) Act, 1956

3.1 Conditions for listing [Section 21]

Where securities are listed on the application of any person in any recognised stock exchange, such person shall comply with the conditions of the listing agreement with that stock exchange.

3.2 Right of appeal to SAT against refusal to list securities of public companies by a recognized stock exchange [Section 22A]

• Where a recognized stock exchange refuses to list the securities of any public company or collective investment scheme, it shall furnish the reasons for such refusal.
• Time period for filing appeal is 15 days from the date of refusal. However, SAT may extend such period not exceeding 1 month on sufficient cause being shown.
• Every appeal to SAT shall be in prescribed form along with prescribed fee.
• SAT may vary or set aside the decision of the stock exchange.
• If application is not disposed by the stock exchange within specified time, on appeal, SAT may grant or refuse the permission.
• Appeal should be decided by the SAT expeditiously and possibly within 6 months.
• SAT shall send a copy of every order made by it to the SEBI and parties to the appeal.

4. SEBI (LODR) Regulations, 2015

4.1 Applicability & obligations of Listed Entities

4.1.1 Applicability of the regulations [Regulation 3]

The SEBI (LODR) Regulations, 2015 shall apply to the listed entity which has listed any of the following designated securities on recognized stock exchange:

• Specified securities listed on main board or SME Exchange or Institutional Trading Platform (ITP)
• Non-convertible Debt Securities (NDS), Non-Convertible Redeemable Preference Shares (NCRPS), Perpetual Debt Instrument, Perpetual Non-Cumulative Preference Shares
• Indian Depository Receipts
• Securitized Debt Instruments
• Security receipts
• Units issued by mutual funds
• Any other securities as may be specified by the SEBI.

Provisions of the SEBI (LODR) Regulations, 2015 which become applicable to listed entities on the basis of market capitalization criteria shall continue to apply to such entities even if they fall below such thresholds.

4.1.2 Compliance Officer and his Obligations [Regulation 6]

• A listed entity shall appoint a qualified Company Secretary as the Compliance Officer.
• Compliance Officer shall be responsible for the following:

– Ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit.
– Co-ordination with and reporting to SEBI, recognized stock exchanges and depositories with respect to compliance with rules, regulations and other directives of these authorities in specified manner.
– Ensuring that the correct procedures have been followed that would result in the correctness, authenticity and comprehensiveness of the information, statements and reports filed by the listed entity under these regulations.
– Monitoring email address of grievance redressal division as designated by listed entity for the purpose of registering complaints by investors.

However, requirement to appoint a qualified Company Secretary shall not be applicable in the case of units issued by mutual funds which are listed on recognized stock exchange but shall be governed by the provisions of the SEBI (Mutual Funds) Regulations, 1996.

4.1.3 Policy for Preservation of documents [Regulation 9]

Listed entity shall have a policy for preservation of documents, approved by its board of directors, classifying them in following two categories –

(a) Documents whose preservation shall be permanent in nature.
(b) Documents with preservation period of not less than 8 years after completion of the relevant transactions.

Listed entity may keep documents in electronic mode.

4.1.4 Filing of information [Regulation 10]

Listed entity shall file the reports, statements, documents, filings and any other information with the recognized stock exchange on the electronic platform as specified by the SEBI or the recognized stock exchange.

4.1.5 Scheme of Arrangement [Regulation 11]

Listed entity shall ensure that any scheme of arrangement/amalgamation/merger/reconstruction/reduction of capital etc. to be presented to any Court or Tribunal does not in any way violate, override or limit the provisions of securities laws or requirements of the stock exchanges.

4.1.6 Payment of dividend interest, redemption or repayment principle amounts [Regulation 12]

• Listed entity shall use electronic mode of payment facility approved by the RBI for the payment of dividends, interest, redemption or repayment principle amounts.
  However, where it is not possible to use electronic mode of payment, ‘payable-at-par’ warrants or cheques may be issued.
• Where the amount payable as dividend exceeds ` 1,500, the ‘payable-at-par’ warrants or cheques shall be sent by speed post.

4.1.7 Fees and other charges [Regulation 14]

Listed entity shall pay all such fees or charges, as applicable, to the recognized stock exchanges, in the specified manner.

4.1.8 Applicability of corporate governance provisions [Regulation 15]

The provisions of the Chapter IV [Regulations 15 to 48] shall apply to a listed entity which has listed its specified securities on any recognized stock exchange either on the main board or on SME Exchange or on Innovators Growth Platform.

Applicability of corporate governance provisions for listed entities having non-convertible debt securities: The provisions of this regulation and Regulations 16 to 27 shall apply to a listed entity which has listed its non-convertible debt securities and has an outstanding value of listed non-convertible debt securities of ` 500 Crore and above.

In case an entity that has listed its non-convertible debt securities triggers the specified threshold of ` 500 Crore during the course of the year, it shall ensure compliance with these provisions within 6 months from the date of such trigger:

These provisions shall be applicable to a ‘high value debt listed entity’ on a ‘comply or explain’ basis until March 31, 2023 and on a mandatory basis thereafter.

High value debt listed entities: Listed entity which has listed its non-convertible debt securities and has an outstanding value of listed non-convertible debt securities of ` 500 Crore and above are referred to as ‘high value debt listed entities’.

Applicability of corporate governance provisions for listed entities having paid-up equity share capital and listed entities that have listed specified securities on the SME Exchange: The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V shall not apply, in respect of –

(a) Listed entity having paid-up equity share capital not exceeding ` 10 Crore and net worth not exceeding ` 25 Crore, as on the last day of the previous financial year.
However, where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within 6 months from such date.

Once the above regulations become applicable to a listed entity, they shall continue to remain applicable till such time the equity share capital or the net-worth of such entity reduces and remains below the specified threshold for a period of 3 consecutive financial years.

(b) Listed entity which has listed its specified securities on the SME Exchange.
For other listed entities which are not companies, but body corporate or are subject to regulations under other statutes, the provisions of corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Paras C, D and E of schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities.

4.1.9 Non- applicability of provisions relating to ‘Board of Directors’ for entities undergoing insolvency process [Regulation 15(2B)]

The provisions as specified in Regulation 17 [i.e. provisions relating to ‘Board of Directors’] shall not be applicable during the insolvency resolution process period in respect of a listed entity or a ‘high value debt listed entity’ which is undergoing corporate insolvency resolution process under the Insolvency Code.

However, the role and responsibilities of the board of directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional.

4.1.10 Non- applicability of provisions relating to audit and other committees for entities undergoing insolvency process [Regulation 15(2C)]

The provisions as specified in regulations 18, 19, 20 & 21 [i.e. provisions relating to Audit Committee, Nomination & remuneration committee, Stakeholders Relationship Committee, Risk Management Committee] shall not be applicable during the insolvency resolution process period in respect of a listed entity or a ‘high value debt listed entity’ which is undergoing corporate insolvency resolution process under the Insolvency Code.

However, the roles and responsibilities of the committees specified in the respective regulations shall be fulfilled by the interim resolution professional or resolution professional.

5. Board of Directors

5.1 Definitions [Regulation 16]

Control: Control shall have the same meaning as assigned to it under the SEBI (SAST) Regulations, 2011.

Independent Director: Independent director means a non-executive director, other than a nominee director of the listed entity:

(i) who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and experience;

(ii) who is or was not a promoter of the listed entity or its holding, subsidiary or associate company or member of the promoter group of the listed entity;

(iii) who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company;

(iv) who, apart from receiving director’s remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the three immediately preceding financial years or during the current financial year;

(v) None of whose relatives –

(A) is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year of face value in excess of ` 50 lakh or 2% of the paid-up capital of the listed entity, its holding, subsidiary or associate company, respectively, or such higher sum as may be specified;

(B) is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be specified during the three immediately preceding financial years or during the current financial year;

(C) has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the three immediately preceding financial years or during the current financial year; or

(D) has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or associate company amounting to 2% or more of its gross turnover or total income; Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed 2% of its gross turnover or total income or ` 50 lakh or such higher amount as may be specified from time to time, whichever is lower;

(vi) who, neither himself/herself, nor whose relatives –

(A) holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company or any company belonging to the promoter group of the listed entity, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed:

Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall not apply for his/her employment.

(B) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of – (1) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate company; or (2) any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

(C) holds together with his relatives 2% or more of the total voting power of the listed entity; or

(D) is a chief executive or director, by whatever name called, of any non-profit organization that receives 25% or more of its receipts or corpus from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the listed entity;

(E) is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

(vii) who is not less than 21 years of age;

(viii) who is not a non-independent director of another company on the board of which any non-independent director of the listed entity is an independent director.

Explanation: In case of a ‘high value debt listed entity’:

(a) which is a body corporate, mandated to constitute its board of directors in a specific manner in accordance with the law under which it is established, the non-executive directors on its board shall be treated as independent directors;

(b) which is a Trust, mandated to constitute its ‘board of trustees’ in accordance with the law under which it is established, the non-employee trustees on its board shall be treated as independent directors.

Material Subsidiary: Material subsidiary shall mean a subsidiary, whose income or net worth exceeds 10% of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

Explanation: The listed entity shall formulate a policy for determining ‘material’ subsidiary.

Senior Management: Senior management shall mean officers/personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include Company Secretary and Chief Financial Officer.

5.2 Composition of board of directors [Regulation 17(1)]

Composition of board of directors of the listed entity shall be as follows:

• Board of directors shall have an optimum combination of executive and non-executive directors with at least 1 woman director and not less than 50% of the board of directors shall comprise of non-executive directors.However, the Board of directors of the top 500 listed entities shall have at least one independent woman director by April 1, 2019 and the Board of directors of the top 1000 listed entities shall have at least 1 independent woman director by April 1, 2020.
  Explanation: The top 500 and 1000 entities shall be determined on the basis of market capitalization, as at the end of the immediate previous financial year.
• Where the chairperson of the board of directors is a non-executive director, at least 1/3rd of the board of directors shall comprise of independent directors.Where the listed entity does not have a regular non-executive chairperson, at least 50% of the board of directors shall comprise of independent directors.However, where the regular non-executive chairperson is a promoter of the listed entity or is related to any promoter or person occupying management positions at the level of board of director or at one level below the board of directors, at least half of the board of directors of the listed entity shall consist of independent directors.
• The board of directors of the top 1000 listed entities (w.e.f. from April 1, 2019) and the top 2000 listed entities (w.e.f. April 1, 2020) shall comprise of not less than 6 directors.
  Explanation: The top 1000 and 2000 entities shall be determined on the basis of market capitalization as at the end of the immediate previous financial year.
• Where the listed company has outstanding SR equity shares, at least half of the board of directors shall comprise of independent directors.
  Explanation: ‘Related to any promoter’ shall have the following meaning:

– If the promoter is a listed entity, its directors other than the independent directors, its employees or its nominees shall be deemed to be related to it.
– If the promoter is an unlisted entity, its directors, its employees or its nominees shall be deemed to be related to it.

5.3 Age limit of directors [Regulation 17(1A)]

No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

5.4 Approval of shareholders for appointment of director or manager [Regulation 17(1C)]

The listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of 3 months from the date of appointment, whichever is earlier.

However, the appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders:

The statement referred in section 102(1) of the Companies Act, 2013, annexed to the notice to the shareholders, for considering the appointment or re-appointment of such a person earlier rejected by the shareholders shall contain a detailed explanation and justification by the Nomination & Remuneration Committee and the Board of directors for recommending such a person for appointment or re-appointment.

5.5 No. of meeting of directors [Regulation 17(2)]

The board of directors shall meet at least 4 times a year, with a maximum time gap of 120 days between any two meetings.

5.6 Quorum for meetings of Board [Regulation 17(2A)]

The quorum for every meeting of the board of directors of the top 1000 listed entities with effect from April 1, 2019 and of the top 2000 listed entities with effect from April 1, 2020 shall be 1/3rd of its total strength or 3 directors, whichever is higher, including at least one independent director.

Explanation: The participation of the directors by video conferencing or by other audio-visual means shall also be counted for the purposes of such quorum.

5.7 Review compliance reports [Regulation 17(3)]

The board of directors shall periodically review compliance reports pertaining to all laws applicable to the listed entity, prepared by the listed entity as well as steps taken by the listed entity to rectify instances of non-compliances.

5.8 Plans for orderly succession for appointment of BoD [Regulation 17(4)]

The board of directors of the listed entity shall satisfy itself that plans are in place for orderly succession for appointment to the board of directors and senior management.

5.9 Code of conduct for board of directors [Regulation 17(5)]

• The board of directors shall lay down a code of conduct for all members of board of directors and senior management of the listed entity.
• The code of conduct shall suitably incorporate the duties of independent directors as laid down in the Companies Act, 2013.

5.10 Fees or compensation for Board of directors [Regulation 17(6)]

• The board of directors shall recommend all fees or compensation paid to non-executive directors, including independent directors and shall require approval of shareholders in general meeting.
• The requirement of obtaining approval of shareholders in general meeting shall not apply to payment of sitting fees to non-executive directors, if made within the limits prescribed under the Companies Act, 2013 for payment of sitting fees without approval of the Central Government.
• The approval of shareholders which requires for fees or compensation to non-executive directors shall specify the limits for the maximum number of stock options that may be granted to non-executive directors, in any financial year and in aggregate.
• Approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration payable to a single non-executive director exceeds 50% of the total annual remuneration payable to all non-executive directors, giving details of the remuneration.
• Independent directors shall not be entitled to any stock option.
• Fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if –

(i) Annual remuneration payable to such executive director exceeds ` 5 Crore or 2.5% of net profits of the listed entity, whichever is higher.
(ii) Where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5% of net profits of the listed entity.

Approval of the shareholders shall be valid only till the expiry of the term of such director.

Explanation: Net profits shall be calculated as per Section 198 of the Companies Act, 2013.

5.11 Other requirement with respect to Board of Directors [Regulation 17 (7) to (11)]

• Minimum information to be placed before the board of directors is specified in Part A of Schedule II.
• The chief executive officer and the chief financial officer shall provide the compliance certificate to the board of directors as specified in Part B of Schedule II.
• The listed entity shall lay down procedures to inform members of board of directors about risk assessment and minimization procedures.
• The board of directors shall be responsible for framing, implementing and monitoring the risk management plan for the listed entity.
• The evaluation of independent directors shall be done by the entire board of directors which shall include –

(a) Performance of the directors; and
(b) Fulfilment of the independence criteria as specified in these regulations and their independence from the management.

However, in the above evaluation, the directors who are subject to evaluation shall not participate.

• The statement to be annexed to the notice as referred to in Section 102(1) of the Companies Act, 2013 for each item of special business to be transacted at a general meeting shall also set forth clearly the recommendation of the board to the shareholders on each of the specific items.

5.12 Maximum number of directorships [Regulation 17A]

The directors of listed entities shall comply with the following conditions with respect to the maximum number of directorships, including any alternate directorships that can be held by them at any point of time:

(1) A person shall not be a director in more than 7 listed entities.

(2) A person shall not serve as an independent director in more than 7 listed entities.

(3) Any person who is serving as a whole time director or managing director in any listed entity shall serve as an independent director in not more than 3 listed entities.

Explanation: The count for the number of listed entities on which a person is a director/independent director shall be only those whose equity shares are listed on a stock exchange.

6. Various Committees & Vigil Mechanism

6.1 Composition of audit committee [Regulation 18(1)]

• Every listed entity shall constitute a qualified and independent audit committee.
• Audit committee shall have minimum 3 directors as members.
• At least 2/3rd members of audit committee shall be independent directors and in case of a listed entity having outstanding SR equity shares, the audit committee shall only comprise of independent directors.
• All members of audit committee shall be financially literate and at least one member shall have accounting or related financial management expertise.
• Chairperson of the audit committee shall be an independent director and he/she shall be present at AGM to answer shareholder queries.
• Company Secretary shall act as the secretary to the audit committee.
• Audit committee at its discretion shall invite the finance director or head of the finance function, head of internal audit and a representative of the statutory auditor and any other such executives to be present at the meetings of the committee. However, occasionally the audit committee may meet without the presence of any executives of the listed entity.

Explanation 1: Financially literate shall mean the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows.

Explanation 2: A member shall be considered to have accounting or related financial management expertise if he or she possesses experience in finance or accounting, or requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.

6.2 Number of meetings and quorum for Audit Committee meetings [Regulation 18(2)]

• Audit committee shall meet at least 4 times in a year and not more than 120 days shall elapse between two meetings.
• Quorum for audit committee meeting shall either be 2 members or 1/3rd of the members of the audit committee, whichever is greater, with at least 2 independent directors.
• Audit committee shall have powers to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

6.3 Role of audit committee [Regulation 18(3)]

Role of the audit committee and the information to be reviewed by the audit committee shall be as specified in Part C of Schedule II.

6.4 Nomination and remuneration committee [Regulation 19]

• Board of directors shall constitute the Nomination & Remuneration Committee as follows:

– Committee shall comprise of at least 3 directors.
– All directors of the committee shall be non-executive directors.
– At least 50% directors shall be independent directors.
– In case of a listed entity having outstanding SR equity shares, 2/3rd members of the Nomination & Remuneration Committee shall comprise of independent directors.

• Chairperson of the Nomination & Remuneration Committee shall be an independent director.
  However, the chairperson of the listed entity, whether executive or non-executive, may be appointed as a member of the Nomination & Remuneration Committee and shall not chair such committee.
• The quorum for a meeting of the nomination and remuneration committee shall be either 2 members or 1/3rd members of the committee, whichever is greater, including at least one independent director in attendance.
• Nomination & Remuneration Committee shall meet at least once in a year.
• Chairperson of the Nomination & Remuneration Committee may be present at the AGM, to answer the shareholders’ queries. However, it shall be up to the chairperson to decide who shall answer the queries.
• Role of the Nomination & Remuneration Committee shall be as specified as in Part D of the Schedule II.

6.5 Stakeholders Relationship Committee [Regulation 20]

• Listed entity shall constitute a Stakeholders Relationship Committee to specifically look into various aspects of interest of shareholders, debenture holders and other security holders.
• Chairperson of this committee shall be a non-executive director.
• In case of a listed entity having outstanding SR equity shares, 2/3rd of the nomination and remuneration committee shall comprise of independent directors.
• At least 3 directors, with at least one being an independent director, shall be members of the Committee.
• Chairperson of the Stakeholders Relationship Committee shall be present at the AGM to answer queries of the security holders.
• Stakeholders Relationship Committee shall meet at least once in a year.
• Role of the Stakeholders Relationship Committee shall be as specified as in Part D of the Schedule II.