Committees may be formed for a range of purposes, including:

• Selection Committee/Nomination Committee: To select Board members, to select a CEO, to select key
managerial and senior management personnel succession planning and remuneration advisory.
• Board development or Governance Committee: To look after/ administer/support Board members and
committee members and other executive positions.
• Investment Committee: For advising to the board for investments of surplus finds of the Company.
• Risk Management Committee: To report to the board about potential risks factor and to suggest action
point
for risk mitigation.
• Safety, Health & Environment Committee: To take care of the safety measures, prevention and effective
disposal of the hazardous materials during the course of manufacturing and taking of care of sustainability
development.
• Committee of Inquiry: To inquire into particular questions (disciplinary, technical, etc.)
• Finance or Budget Committees: To be responsible for financial reporting, organising audits, etc.
• Marketing and Public Relations Committees: To identify new markets; build relationship with media and
public, etc.

Committees thus have an important role -

• to strengthen the governance arrangements of the company and support the Board in the achievement of
the strategic objectives of the company ;
• to strengthen the role of the Board in strategic decision making and supports the role of non-executive
directors in challenging executive management actions;
• to maximise the value of the input from non-executive directors, given their limited time commitment;
• to support the Board in fulfilling its role, given the nature and magnitude of the agenda.

RATIONALE

RATIONAL BEHIND BOARD COMMITTEES

(a) To improve Board effectiveness and efficiency.
(b) Minor details need to be evaluated/ analysed to arrive at a logical conclusion. This requires body having
expertise in subject matter, a Board Committee shall in such cases assist the Board and give well considered
recommendations to the Board. e.g. Audit Committee go through minor details of internal audit reports which
is not possible and give suitable recommendations, this is not possible for entire Board to consider.
(c) Insulate Board from potential undue influence of controlling shareholders and managers.
(d) Committees prepare groundwork for decision making and submit their recommendations to the Board for
decision making.
(e) Enables better management of Board’s time and allows in-depth scrutiny of proposals.
(f) Establishing committees is one way of managing the work of the Board and strengthening the Board’s
governance role. C

OMMITTEE MANAGEMENT
• Committees function in accordance with the terms of reference established by the board.
• Committees may be standing committees; or ad-hoc committees that cease when the activities are
completed.
Standing committees should be included in the articles or bylaws.
• Committees recommend policy for approval by the entire board.
• Committees make full use of board members’ expertise, time and commitment, and ensure diversity of
opinions
on the board.
• They do not supplant responsibility of each board member; they operate at the board level and not the staff
level.
• Minutes should be recorded for all Committee meetings and final minutes are required to be placed before
the Board.
COMMITTEE MAN
Constitution / Composition of the Stakeholders Committee
Section 178(5) of the Companies Act 2013 Regulation - 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015

The Board of Directors of a company which consists of

more than one thousand shareholders, debentureholders,
deposit-holders and any other security holders
at any time during a financial year shall constitute a
Stakeholders Relationship Committee consisting of a
chairperson who shall be a non-executive director and
such other members as may be decided by the Board.

SEBI

(1) The listed entity shall constitute a Stakeholders

Relationship Committee to specifically look
into various aspects of interest of shareholders,
debenture holders and other security holders.
(2) The chairperson of this committee shall be a nonexecutive
director.
(2A) At least three directors, with at least one being
an independent director, shall be members of the
Committee and in case of a listed entity having
outstanding SR equity shares, at least two thirds
of the Stakeholders Relationship Committee shall
comprise of independent directors.
(3) The Chairperson of the Stakeholders Relationship
Committee shall be present at the annual general
meetings to answer queries of the security holders.
(3A) The stakeholders’ relationship committee shall
meet at least once in a year.
(4) The role of the Stakeholders Relationship
Committee shall be as specified as in Part D of the
Schedule II. (See below)
Role of Stakeholders Relationship Committee
The role of the Stakeholders Relationship Committee shall be to consider and resolve the grievances of the
security
holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report
and nonreceipt
of declared dividends.
Part D of Schedule II of SEBI (LODR) Regulations, 2015 provides the role of the Stakeholders Relationship
Committee,
which is as under:
(1) Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the company. [Part B of Schedule II is substituted by the SEBI (Listing Obligations
and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1-4-2019]

Disclosure in Board’s Report and website as per SEBI LODR

SEBI (LODR), Regulations, 2015 interalia provide as below:
The following disclosures shall be made in the section on the corporate governance of the annual report:
152
Stakeholders’ Grievance Committee [Schedule IV(2)(C)(6)]:
(a) name of non-executive director heading the committee;
(b) name and designation of compliance officer;
(c) number of shareholders’ complaints received so far;
(d) number not solved to the satisfaction of shareholders;
(e) number of pending complaints.
Further, as per Regulation 46, the website of the Company shall disclose at all times composition of various
committees of board of directors. AGEMENT