The following information is given : Name Status Paid-up Share Capital Annual Turnover Borrowings Sky Limited Listed 9 96 48 Earth Limited Unlisted 19 420 45 Water (Private) Ltd. Subsidiary of Earth Limited 4 112 27 Whic

CS Executive · Company Law · PYQS · June 2023
The following information is given : Name Status Paid-up Share Capital Annual Turnover Borrowings Sky Limited Listed 9 96 48 Earth Limited Unlisted 19 420 45 Water (Private) Ltd. Subsidiary of Earth Limited 4 112 27 Which companies are required to constitute Nomination and Remuneration Committee (NRC)?

Answer & Explanation:

As per Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), a listed company shall constitute the Nomination and Remuneration Committee (NRC) with at least three directors all of whom shall be non-executive directors with at least fifty percent of the directors of NRC being independent directors. According to Section 178 of Companies Act, 2013 (Act), read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014,- (i) Every listed Public Company; (ii) All Public companies with a paid up capital of 10 crore rupees or more; or (iii) All Public companies having turnover of 100 crore rupees or more; or (iv) All Public companies, having in aggregate, outstanding loans, debentures and deposits exceeding 50 crore rupees are required to constitute NRC consisting of three or more non-executive directors out of which not less than one half shall be independent directors. According to proviso to Section 2(71) of the Companies Act, 2013) a company which is a subsidiary of a public company, not being a private company, shall be deemed to be a public company as per this Act even when it continues to be a private company in its Articles. Hence all the three companies viz., Sky Ltd, Earth Ltd and Water (Private) limited are required to constitute NRC of their Board as they are either listed or their paid-up share capital or turnover or borrowings exceed the prescribed limits.

Topics: Corporate Governance

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