Various Committees Under Companies Act, 2013 & LODR by Sanket Potphode

Audit Committee Board of Directors

Particulars
Companies Act LODR Companies Act LODR
Section 177 Regulation 18 149 Regulation 17
1. All Listed Companies
2. Unlisted Public Companies with,
a. PSC >= Rs. 10 Cr
b. Loans/Borrowing Debentures > Rs. 50 Cr
Applicability c. Turnover >= Rs. 100 Cr All Listed Companies All Companies All Listed Companies

Once covrered, then covered for 3 consecutive years

excuding unlisted public company being, JV, WOS &
Dormant Co.
6
Min. Director Members 3 3 3
Top 2000 Listed Companies from 01.04.2020
Max. Director Members NA NA 15 NA
Atleast 50%
Min. Non Executive Directors NA NA NA
Top 1000 Listed Companies form 01.04.2020
Min. Woman Director NA NA Atleast 1 Atleast 1
2/3rd Chairperson NED = Atleast 1/3rd
If company is having outstanding SR Equity shares
Min. Independent Directors Majority Atleast 1/3rd Chairperson NED but is promoter/related to promoter or Chairperson ED or
(Superior voting rights) then All members should be
Company has o/s SR Equity Shares = Atleat 1/2
independent directors
Financial Literacy Majority including Chairperson All NA NA
Financial Management/
NA Atleast 1 NA NA
Accounting Expert
NED & Not Related to CEO/MD
Chairperson To be Financially Literate To be Independent Director & be present at AGM KMP Provision
Top 500 Listed Companies from 01.04.2022
Finance Director/Head of Finance/Head of Internal
Invitees NA NA NA
Audit/Statutory Auditor may be invited
Secretary NA Company Secretary NA NA
First BM = 30 Days from incorporation (IFSC = 60 days)
Atleast 4 times in a year (Max gap 120 days)
Thereafter atleast 4 times in a year (Max gap 120 days)
Meetings No Special Provision Atleast 4 times in a year (Max gap 120 days) Section 8 & IFSC atleast 1 in every 6 calender months Section 8 & IFSC atleast 1 in every 6 calender months
ID to hold meeting of all IDs atleat 1 in a year without presence of NEDs &
Members from Mgt
1/3rd or 3 whichever is higher (Atleast 1 ID)
Quorum No Special Provision 2 or 1/3rd whichever is higher (Minimum 2 ID) 1/3rd or 2 whichever is higher
Top 2000 Listed Companies from 01.04.2020
1. Can hold directorship of maximum 20 companies 1. Wef 01.04.2020 can hold directorship of max 7 Listed Entities
Special Points NA NA 2. If person is seving as MD/WTD in any listed entity then shall not serve as ID
in more than 3 Listed Entities
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 Various Committees Under Companies Act, 2013 & LODR by Sanket Potphode
Nomination & Remuneration Committee Stakeholder Relationship Committee Risk Management Committee
Particulars
LODR LODR LODR
Section Regulation 19 Regulation 20 Regulation 21

Applicability All Listed Companies All Listed Companies Top 500 Listed Companies from 01.04.2019

Min. Director Members 3 3 Majority members should be members of the BOD

Max. Director Members NA NA NA

Min. Non Executive Directors All Chairperson NA

Min. Woman Director NA NA NA

Atleast 1/2 Atleast 1
Min. Independent Directors Company has o/s SR Equity Shares = Atleast 2/3rd
Company has o/s SR Equity Shares = Atleast 2/3rd Company has o/s SR Equity Shares = Atleast 2/3rd
Financial Literacy NA NA NA
Financial Management/ Accounting Expert NA NA NA

Chairperson Independent Director NED Member of BOD

Invitees NA NA Senior executives of listed entity may be member of RMC
Secretary NA NA NA

Meetings Atleast once in a year Atleast once in a year Atleast once in a year

Quorum 1/3rd of total members or 2 whichever is higher & atleast 1 ID NA NA

1. Chairperson of Listed entity may be appointed as member of NRC but not 1. Chaiperson shall be present at AGM to answer queries
chair it
Special Points NA
2. Chairperson may be present at AGM but he will decide who will answer
the queries
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