CENTRAL UNIVERSITY OF SOUTH BIHAR

SCHOOL OF LAW AND

GOVERNANCE
PROJECT WORK OF COMPANY LAW ON TOPIC

BOARD COMMITTEES: A REVIEW

SUBMITTED TO – DR. P. K. DAS SUBMITTED BY – PRERAK RAJ

ASSOCIATE PROFESSOR VTH Semester (Sec -A)

SCHOOL OF LAW & GOVERNANCE E. NO – CUSB1813125067

TABLE OF CONTENTS

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S.NO CHAPTERISATION PAGE NO.
.
1. LITERATURE REVIEW 3

2. RESEARCH QUESTION 4

3. RESEARCH OBJECTIVE 4

4. RESEARCH METHODOLOGY 4

5. INTRODUCTION 4-5

6. AUDIT COMMITTEE 6-7

7. NOMINATION AND REMUNERATION COMMITTEE 7-9

8. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE 9-10

9. STAKEHOLDERS RELATIONSHIP COMMITTEE 11

10. PENAL PROVISIONS UNDER THE COMPANIES ACT, 11

2013
11. CRITICAL ANALYSIS 12

12. CONCLUSION 13

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LITERATURE REVIEW
1) Company Law by Avtar Singh 17 th Edition (2018) -: The findings of the researcher from this
book help in to do a depth analysis on Audit committee and Nomination and Remuneration
committee. The researcher has also put his findings in this paper about the applicability,
composition, functions and powers of both the committees.
2) Company Law and Practice by G.K Kapoor and Sanjay Dhamija -: As in this book it is well
stated about the board committees and need of the committees in corporate governance which the
researcher has mentioned in this project work. It also helped the researcher in knowing about the
CSR committee and Stakeholders relationship committee in detail.
3) Universal’s Bare Act, Company Law -: With the help of the bare act researcher got to know
about various legal provisions related to different types of committees such as audit committees
and other committees whose formation has been made mandatory under the Companies Act
2013. It also helped knowing the researcher about the penal provisions for noncompliance with
the formation of such committees.
4) The Companies (Meetings of Board and its Powers) Rules, 2014 -: These are the set of rules
which has been made by the government in 2014 which helped the researcher in knowing the
present situation of the role and working of the audit committee and other committees.
5) Board Committees- A Handbook by Institute of Company Secretaries of India -: The
researcher got to know about all the four committees whose formation has been made mandatory
in detail from this book. It also explains the applicability, composition, powers and functions of
all the committees in detailed manner.
6) Article by Sanjana Sahu and Sahil Sharma on Board Committees and its importance -: From
this article the researcher got to know about various types of board committees and their roles.
The researcher also got to know about the significance of the board committees with the help of
this article. (https://www.lawctopus.com/academike/board-committees-importantce/)
7) Paper presentation by Rahul S IPE on Board Committees and its role and responsibilities -:
From these slides researcher got to know about all the four committees. It also explains the
applicability, composition, roles and responsibilities of all the committees in detailed manner.
(https://www.slideshare.net/RahulSiricilla1/board-committees)
Apart from these resources researcher has also gone through various other blogs and articles with
the help of internet and tried to fill the gap between the previous research papers in this project.

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RESEARCH OBJECTIVE
The objective of the research is to do the depth analysis about the Board Committees. To know
about the role and function of the board committees and why do we need different types of
committees. The objective of the research is to understand the legal provisions related to
different types of board committees, its role, responsibilities, functions and power.
RESEARCH QUESTION
1) What are Board Committees and why do we need it?
2) What are the different types of committees and its applicability composition, functions and
powers?
RESEARCH METHODOLOGY
Here the researcher has used doctrine methodology of research with the help of statutes, books,
bare acts, internet, journals and articles. Qualitative method is used in this assignment. For this
project on Board Committees: A Review multimethod is focused, involving an interpretive,
naturalistic method with the help of observations, questionnaires and document analysis. Here
the approach to research will focus on case-laws, statutes and other legal sources.
INTRODUCTION
A board committee is a small working group identified by the board, consisting of board
members, for the purpose of supporting the board’s work. Committees are generally
formed to perform some expertise work. Members of the committee are expected to have
expertise in the specified field. A Board can set up committees with particular terms of
reference when it needs assistance or when an issue requires more resources and attention.
They can be set up for a specific purpose or to deal with general issues such as
‘development’.1
Now before proceeding further in detail to the topic, we need to have a basic idea about the
Board of Directors. Every company is to have a Board of directors consisting of individuals as
directors.2 A public company is to have a minimum number of three directors and a private
company is to have two directors. In case of One Person Company, only one director is
compulsory. There can be a maximum of 15 directors. The Board of directors is the brain and the
only brain of the company, which is the body and the company can and does act only through

1
Rahul S IPE, Board Committees and its role and responsibilities, SlideShare, (10 th September 2020, 10:50AM),
(https://www.slideshare.net/RahulSiricilla1/board-committees).
2
The Companies Act, 2013, No. 18, Acts of Parliament, 2013 (India); S.149.

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them.3 When the brain functions the corporation is said to function. 4 The institution of Board of
Directors is based on the premise that a group of trustworthy and respectable people should look
after the interests of the large number of shareholders who are not directly involved in the
management of the company.
The structure of a board and the planning of the board’s work are key elements to effective
governance. Establishing committees is one way of managing the work of the board, thereby
strengthening the board’s governance role. Boards should regularly review its own structure and
performance and whether it has the right committee structure and an appropriate scheme of
delegation from the board. Committees often serve several different functions such as:
Governance: In large organizations participation of each and every director is not possible
in decisions making of the organization as a whole, a committee is given the power to make
decisions, spend money, or take actions. Some or all such powers may be limited or effectively
unlimited. Members of the committee take decisions, keeping in view the interest of all
stakeholders.
Coordination: Where there is a large board, it is common to have committees with more
specialized functions for better coordination - for example, audit committee, finance
committee, compensation committee, etc. wherein members meet regularly to discuss
developments in their areas, review projects that cut across organizational boundaries, talk
about future options, etc
Research and recommendations: Committees are often formed to do research and make
recommendations on a potential or planned project or change. For example, an organization
considering a major capital investment might create a temporary working committee of several
people to review options and make recommendations to the Board of Directors. Such committees
are typically dissolved after giving recommendations.
However, the Board of Directors is ultimately responsible for the acts of the committee.
Board is responsible for defining the committee role and structure. In addition to the Audit
Committee, the New Act has also mandated the constitution of three additional board
committees for all listed companies which are the Nomination and Remuneration
Committee, the Corporate Social Responsibility Committee and The Stakeholders

3
AVTAR SINGH, COMPANY LAW, 261, ( 18TH ED, 2018)
4
State Trading Corpn of India Ltd v. CTO, AIR 1963 SC 1811 (India).

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Relationship Committee which has been discussed in detailed manner in the latter part of
the project.
AUDIT COMMITTEE (S.177)

The Board of directors of every listed company and such other class or classes of companies as
may be prescribed is required to constitute an Audit Committee. It has to consist of a minimum
of three directors with independent directors 5 forming a majority. The majority of the
members of the Audit Committee including its Chairperson are to be persons with ability
to read and understand the financial statements. Further it is provided that a member will 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. The Chairman of the Audit
Committee shall be an independent director. The Chairman of the Audit Committee shall
be present at Annual General Meeting to answer shareholder queries. The Company
Secretary shall act as the secretary to the committee.
The Audit Committee has to act in accordance with the terms of reference specified in
writing by the Board which are to include the following among other things:
(i) The recommendation for appointment, remuneration and terms of appointment of
auditors of the company;
(ii) Review and monitor the auditor's independence and performance and effectiveness of
audit process;
(iii) Examination of the financial statement and the auditor’s report thereon;
(iv) Approval or any subsequent modification of transactions of the company with related
parties;
(v) Scrutiny of inter-corporate loans and investments;
(vi) Valuation of undertakings or assets of the company, wherever it is necessary;
(vii) Evaluation of internal financial controls and risk management systems;
(viii) Monitoring the end use of funds raised through public offers and related matters.6

5
S.149(6),
6
INSTITUTE OF COMPANY SECRETARIES OF INDIA, BOARD COMMITTEES- A HANDBOOK, 1-42, (2018).

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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 management of the company.7
The Audit Committee has the authority to investigate into any matter in relation to the items
specified in sub-section (4) or referred to it by the Board and for this purpose it has power to
obtain professional advice from external sources and have full access to information contained in
the records of the company.8 The auditors of a company and the key managerial personnel are to
have a right to be heard in the meetings of the Audit Committee when it considers the auditor's
report but shall not have the right to vote.9
The Board's report under Section 134(3) has to disclose the composition of an Audit Committee.
Where the Board had not accepted any recommendation of the Audit Committee, the same has to
be disclosed in such report alongwith the reasons therefore.10
Vigil mechanism 11
Every listed company or such class or classes of companies, as may be prescribed, have to
establish a vigil mechanism for directors and employees to report genuine concerns in such
manner as may be prescribed. The vigil mechanism has to provide for adequate safeguards
against victimisation of persons who use such mechanism and make provision for direct access
to the chairperson of the Audit Committee in appropriate or exceptional cases. The details of
establishment of such mechanism have to be disclosed by the company on its website, if any, and
in the Board's report.
NOMINATION AND REMUNERATION COMMITTEE

As per section 178 of the Act read with rule 6 of the Companies (Meetings of the Board and
its Powers) Rules, 2014, the Board of directors of every listed company and the following
classes of companies are required to constitute a Nomination and Remuneration
Committee of the Board-
(1) All public companies with a paid up capital of ten crore rupees or more;
(2) All public companies having turnover of one hundred crore rupees or more;
7
The Companies Act, 2013, No. 18, Acts of Parliament, 2013 (India); S.177 (5).
8
The Companies Act, 2013, No. 18, Acts of Parliament, 2013 (India); S.177 (6).
9
The Companies Act, 2013, No. 18, Acts of Parliament, 2013 (India); S.177(7).
10
The Companies Act, 2013, No. 18, Acts of Parliament, 2013 (India); S.177(8).
11
The Companies Act, 2013, No. 18, Acts of Parliament, 2013 (India); S.177(9) & (10).

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(3) All public companies, having in aggregate, outstanding loans or borrowings or
debentures or deposits exceeding fifty crore rupees or more.
The paid up share capital or turnover or outstanding loans, or borrowings or debentures or
deposits, as the case may be, as existing on the last audited financial statement shall be taken into
account for the above purpose.
The Committee so constituted by the Board shall consist of three or more non-executive
directors out of which not less than one-half shall be independent directors. 12 The
chairperson of the company (whether executive or non-executive) may be appointed as a
member of the Nomination and Remuneration Committee but he shall not chair such
Committee.13
The role of a Remuneration Committee is14:
(i) To decide and approve the terms and conditions for appointment of executive directors
and/ or whole time Directors and Remuneration payable to other Directors and matters
related thereto.
(ii) To recommend to the Board, the remuneration packages of the Company’s
Managing/Joint Managing/ Deputy Managing/Whole time / Executive Directors, including
all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites,
commission, incentives, stock options, pension, retirement benefits, details of fixed
component and performance linked incentives along with the performance criteria, service
contracts, notice period, severance fees etc.);
(iii) To be authorized at its duly constituted meeting to determine on behalf of the Board of
Directors and on behalf of the shareholders with agreed terms of reference, the Company’s
policy on specific remuneration packages for Company’s Managing/Joint Managing/ Deputy
Managing/ Whole-time/ Executive Directors, including pension rights and any compensation
payment;
(iv) To implement, supervise and administer any share or stock option scheme of the
Company.

12
The Companies Act, 2013, No. 18, Acts of Parliament, 2013 (India); S. 178(1).
13
Ibid
14
Sanjana Sahu & Sahil Sharma, Board Committees and its importance, Lawoctopus, (10 th September 2020,
11:40AM), (https://www.lawctopus.com/academike/board-committees-importantce/).

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(v) To review the overall compensation policy, service agreements and other employment
conditions to Executive Directors and senior executives just below the Board of Directors and
make appropriate recommendations to the Board of Directors;
(vi) To review the overall compensation policy for Non-Executive Directors and Independent
Directors and make appropriate recommendations to the Board of Directors;
(vii) To make recommendations to the Board of Directors on the increments in the remuneration
of the Directors;
(ix) To assist the Board in developing and evaluating potential candidates for senior executive
positions and to oversee the development of executive succession plans;
(x) To review and approve on annual basis the corporate goals and objectives with respect to
compensation for the senior executives and make appropriate recommendations to the Board of
Directors;
(xi) To review and make appropriate recommendations to the Board of Directors on an annual
basis the evaluation process and compensation structure for our Company’s officers just below
the level of the Board of Directors;
(xii) To provide oversight of the management’s decisions concerning the performance and
compensation of other officers of our Company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Sec 135 (1) read with rule 3 of Companies (Corporate Social Responsibility Policy) Rules,
2014, mandates every company (which may include holding company or a subsidiary
company) having:
(a) Net worth of rupees five hundred crore or more, or;
(b) Turnover of rupees one thousand crore or more or;
(c) A net profit of rupees five crore or more during any financial year to constitute a
Corporate Social Responsibility (CSR) Committee of the Board.
Any financial year has been clarified as to imply any of the three preceding financial years.
Further a foreign company defined under clause (42) of section 2 of the Act having its branch
office or project office in India which fulfills the criteria specified above is required to comply
with the provisions of section 135 of the Act and the rules made there under. The net worth,
turnover or net profit of a foreign Company for the purpose of this section shall be computed in

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accordance with balance sheet and profit and loss account of such company in respect of its
Indian business operations.
Section 135 provides that the CSR committee shall be constituted with three or more
directors, out of which at least one director shall be an independent director. Companies
(Meetings of Board and Powers) Rules, 2014, however, relax this requirement as below:
1. An unlisted public company or a private company covered under sub-section (1) of section
135 which is not required to appoint an independent director, shall have its CSR Committee
without such director.
2. A private company having only two directors on its Board shall constitute its CSR Committee
with two such directors:
3. With respect to a foreign company covered under these rules, the CSR Committee shall
comprise of at least two persons of which one person shall be as specified under clause (d) of
subsection (1) of section 380 of the Act, i.e. the person resident in India authorized to accept on
behalf of the company, service of process and any notices or other documents and another person
shall be nominated by the foreign company. The composition of the Corporate Social
Responsibility Committee is required to be disclosed in the Board’s report prepared under the
Act.
In accordance with section 135 the functions of the CSR committee include:
(i) Formulating and recommending to the Board, a CSR Policy which shall indicate the
activities to be undertaken by the company as specified in Schedule VII;
(ii) Recommending the amount of expenditure to be incurred on the CSR activities.
(iii) Monitoring the Corporate Social Responsibility Policy of the company from time to
time.
(iv) Further the rules provide that the CSR Committee shall institute a transparent monitoring
mechanism for implementation of the CSR projects or programs or activities undertaken by the
company.
The Board of Directors of the company shall, after taking into account the recommendations of
CSR Committee, approve the CSR Policy for the company and disclose contents of such policy
in its report and the same shall be displayed on the company’s website, if any. The CSR Policy
of the company shall specify that the surplus arising out of the CSR projects or programs or
activities shall not form part of the business profit of a company. The Board of every company

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shall ensure that the company spends, in every financial year, at least two per cent. of the
average net profits of the company made during the three immediately preceding financial
years, in pursuance of its CSR Policy.CSR expenditure shall include all expenditure including
contribution to corpus, the projects or programs relating to CSR activities approved by the Board
on the recommendation of its CSR Committee, but does not include any expenditure on any item
not in conformity or not in line with activities which fall within the purview of Schedule VII of
the Act. Subsection (5) of the section 135, provides that if the company fails to spend such
amount of 2%, the Board shall, in its report, specify the reasons for not spending the amount.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Sub-Section(5) of section 178 provides that the Board of Directors of a company which
consists of more than one thousand shareholders, debenture-holders, deposit-holders and
any other security holders at any time during a financial year shall constitute a
Stakeholders Relationship Committee. Stakeholders Relationship Committee shall consist
of a chairperson who shall be a non-executive director and such other members as may be
decided by the Board. The chairperson of the committees or, in his absence, any other member
of the committee authorized by him in this behalf is required under the section to attend the
general meetings of the company. The main function of the committee is to consider and
resolve the grievances of security holders of the company.
On similar terms revised clause 49 of the listing agreement provides that a committee under the
Chairmanship of a non-executive director and such other members as may be decided by the
Board of the company shall be formed to specifically look into the redressal of grievances of
shareholders, debenture holders and other security holders. The grievances of the security
holders of the company may include complaints related to transfer of shares, non-receipt of
balance sheet, and non-receipt of declared dividends, which shall be handled by this committee.
The current requirement under the Listing Agreement clause 49 is for the constitution of a board
committee i.e. ‘Shareholders/Investors Grievance Committee’ under the chairmanship of a non-
executive director to specifically look into the redressal of shareholder and investors complaints
like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. The
main function of this committee is to expedite the process of share transfers.
PENAL PROVISIONS UNDER THE COMPANIES ACT, 2013

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In case the company does not comply with the constitution of Audit Committee, Nomination and
remuneration Committee and Stakeholder Relationship Committee, wherever required, the
company shall be punishable with fine which shall not be less than one lakh rupees but which
may extend to five lakh rupees and every officer of the company who is in default shall be
punishable with imprisonment for a term which may extend to one year or with fine which shall
not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with
both. It has been further provided that non-consideration of resolution of any grievance by the
Stakeholders Relationship Committee in good faith shall not constitute a contravention of this
section.15

CRITICAL ANALYSIS
After a detailed discussion regarding the various functions carried out by each committee and
their lending of crucial assistance to the harmonious functioning of the company is summed up
here. Committees allow the board to –
(i) Handle a greater number of issues with greater efficiency by having experts focus on specific
areas.
(ii) Develop subject specific expertise on areas such as compliance management, risk
management, financial reporting.
(iii) Enhance the objectivity and independence of the board’s judgment.

Greater specialization and intricacies of modern board work is one of the reasons for increased
use of board committees. The reasons include:
(i) Responsibilities are shared.
(ii) More members become involved.
(iii) Specialized skills of members can be used to best advantage inexperienced members gain
confidence while serving on matters may be examined in more detail by a committee.
The committees focus accountability to known groups. While the board as a legal unit always
retains responsibility for the work of its committees, the committees because of its focus on the
mandate, the size of the committee being relatively smaller than the board tend to be more
effective. However, committees may dilute governance integrity to the extent that they may

15
The Companies Act, 2013, No. 18, Acts of Parliament, 2013 (India); S. 178.

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obscure the direct board to CEO accountability and fragment the board’s wholeness. Therefore,
it is important that there is clarity of delegation and it should be ensured that committees are not
put between the board and the CEO, either by giving committees official instructional authority
or by allowing them to evaluate performance using their own criteria.

CONCLUSION
In general, Board committees focus on specific areas allowing the Board to concentrate on
broader issues and directions. The work of the committees should be directed by the Board.
Board committees should have their own charter setting out their roles and responsibilities, for
example, in the area of membership (including succession planning), meeting frequency and core
agenda, committee authority, reporting obligations etc. committees should be appropriately
constituted, taking into account any relevant legislation and the objectives of the company. Day
by day, the role of independent director is gaining importance in the effect functioning of the
Board committees. Board committees with formally established terms of reference, criteria for
appointment, life span, role and function constitute an important element of the governance
process and should be established with clearly agreed reporting procedures and a written scope
of authority. Board committees should be free to take independent outside professional advice
when necessary, at the cost of the company, subject to a proper process being followed.

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