Vasu is independent director in various companies and he seeks your opinion regarding presence of independent director in different types of Committees. Advise.

Presence of Independent Director in various Committees of the Board Independent Director in various Committees Composition as per the Companies Act, 2013 Companies as per the SEBI (LODR) Regulations, 2015 Audit committee As per Section 177 of Companies Act, 2013 The Audit Committee shall consist of a minimum of three directors with independent directors forming a majority. According to Regulation 18 of the SEBI (LODR) Regulations, 2015 a) The Audit Committee shall have minimum three Directors as members. b) Two-thirds of the members of audit Committee shall be Independent Directors c) In case of a Listed Entity having outstanding SR equity shares, the Audit Committee shall only comprise of Independent Directors. d) The chairperson of the audit committee shall be an independent director. Nomination and Remuneration Committee Section 178 of Companies Act, 2013 provides that: The Nomination and Remuneration Committee shall consist of three or more non-executive directors out of which not less than one - half shall be independent directors. According to Regulation 19 of the SEBI (LODR) Regulations, 2015 The Board of Directors shall constitute the Nomination and Remuneration Committee as follows: (a) the Committee shall comprise of at least three Directors and all Directors shall be non-executive Directors; (b) at least fifty percent of the Directors shall be Independent Directors; and (c) In case of a listed entity having outstanding SR equity shares, two-thirds of the Nomination and Remuneration Committee shall comprise of Independent Directors; Stakeholders Relationship Committee — Under Regulation 20 of the SEBI (LODR) Regulations, 2015, Stakeholders Relationship Committee shall consist of at least three directors, with at least one being an independent director, who shall be the members of the Committee. 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. Risk Management Committee — The majority of members of Risk Management Committee shall consist of members of the board of directors and in case of a listed entity having outstanding SR equity shares, at least two-thirds of the Risk Management Committee shall comprise of Independent Directors. Corporate Social Responsibility Committee As per Section 135 of the Companies Act, 2013, Corporate Social Responsibility Committee shall consist of three or more directors out of which at least one should be an independent director. However, where a company is not required to appoint an independent director under section 149(4), it shall have in its Corporate Social Responsibility Committee two or more directors. —