Constitution of nomination and remuneration committee

This query is : Resolved

Nayak (Querist)
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25 August 2015 Company "A" a Public Limited Company, has 5 directors and all of them are executive directors. Its paid up capital is Rs. 2000 Crores. It neither has non executive director nor independent director.

As per section 178 of the CA 2013, Nomination and Remuneration Committee is mandatory for public companies having paid up capital more than 10 crore and it shall consist of 3 or more non executive directors half of them shall be independent director..

"A" wants to appoint WTO now. whether recommendation made by the N & R Committee to the Board for his appointment is valid?

Whether decision taken at the unconstitutional N & R committee is valid?

CA CHIRAG DOSHI

CA CHIRAG DOSHI (Expert)
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27 August 2015 The Nomination and Remuneration Committee is applicable to the following classes of Companies
Every listed Company
Every other Public company-
Having Paid up capital of Rs.100 crores or more; or
Which have, in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.50 Crores.

Responsibilities of NRC:
The Nomination and Remuneration Committee shall-
Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down,
Recommend to the Board their appointment and removal,
Carry out evaluation of every director’s performance.
Formulate the criteria for determining qualifications, positive attributes and independence of a director and
Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Thanks
CA.Chirag Doshi
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