Discuss the compliance requirement under the SEBI (LODR) Regulations, 2015 pertaining to Risk Management Committee. Examine the validity of the agenda, 'RNG Ltd. intends to pass ordinary resolution in relation to appoint

I. Compliance Requirements for Risk Management Committee (RMC) under SEBI (LODR) Regulations, 2015 (Regulation 21): Constitution: The board of directors shall constitute a Risk Management Committee. Composition: Minimum three members. Majority must be members of the board of directors, including at least one Independent Director. For listed entities with outstanding SR equity shares, at least two-thirds of the RMC must comprise Independent Directors. Chairperson: The Chairperson of the RMC shall be a member of the board of directors. Senior executives of the listed entity may also be members. Meetings: Shall meet at least twice a year. Quorum: Either two members or one-third of the committee members, whichever is higher, including at least one board member. Gap between meetings: Not more than 180 days between any two consecutive meetings. Role and Responsibilities: Board defines the RMC's role and responsibility. May delegate monitoring and reviewing of the risk management plan to the committee. Functions must specifically cover cyber security. Mandatorily include functions specified in Part D of Schedule II. Applicability: Provisions apply to: Top 1000 listed entities (by market capitalization at the end of the preceding financial year). High value debt listed entities. Powers: RMC has powers to seek information from employees, obtain outside legal/professional advice, and secure attendance of outsiders with expertise. II. Validity of Agenda for Appointment of Independent Director: RNG Ltd. intends to pass an ordinary resolution for the appointment of an independent director. As per Regulation 25(2A) of the SEBI (LODR) Regulations, 2015, any appointment or re-appointment or removal of an independent director shall be subject to the approval of shareholders through a special resolution in a general meeting. Therefore, the agenda to pass an ordinary resolution for the appointment of an independent director is not valid under the SEBI (LODR) Regulations, 2015. It must be passed by way of a special resolution. III. Validity of Appointment of Alternate Director for Independent Director: With effect from 1st October, 2018, no person shall be appointed or continued as an Alternate director for an independent director of a listed company. In the given case, the appointment of X as an Alternate director at the place of independent director Y is not valid .