Explain the requirement for constitution, composition, and functions of the Stakeholders Relationship Committee as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
CS Executive · Company Law and Practice · PYQS · December 2024
Explain the requirement for constitution, composition, and functions of the Stakeholders Relationship Committee as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
Answer & Explanation:
Constitution of Stakeholders Relationship Committee (SRC) Section 178(5) of the Companies Act, 2013 provides for constitution of the stakeholder's relationship committee.The Board of Directors of a company which consists of more than 1000 shareholders, debenture-holders, deposit- holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee. As per regulation 20 of the SEBI (LODR) Regulations, 2015, 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. Composition of Stakeholders Relationship Committee Category Provision of Section 178(5) of the Companies Act, 2013 Provision of Regulation 20 of the SEBI (LODR) Regulations, 2015 Number of directors SRC shall consist of a chairperson and such other members as may be decided by the Board (i) Minimum 3 directors as members with at least one being an independent director; (ii) In case of a listed entity having outstanding SR equity shares, at least two thirds of the SRC shall comprise of independent directors Chairperson Chairperson shall be a non-executive director Chairperson shall be a non-executive director Functions of SRC: Section 178(6) of the Companies Act, 2013, the main function of the committee is to consider and resolve the grievances of security holders of the company. On similar terms Regulation 20 read with Part D of the Schedule II of the SEBI (LODR) Regulations, 2015 provides the role of the committee which inter-alia include the following: Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, nonreceipt of declared dividends, issue of new/ duplicate certificates, general meetings etc. Review of measures taken for effective exercise of voting rights by shareholders. 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. 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.
Topics: Corporate Governance
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