law: Companies Act, 2013 
  178.
  
    Nomination
  
  and Remuneration Committee and Stakeholders Relationship Committee.
  1.      The Board of
  
  Directors of every listed company and such other class or classes of companies,
  
  as may be prescribed shall constitute the Nomination and Remuneration Committee
  
  consisting of three or more non-executive directors out of which not less than
  
  one-half shall be independent directors:
  Provided
  
  that the chairperson of the company (whether executive or non-executive) may be
  
  appointed as a member of the Nomination and Remuneration Committee but shall
  
  not chair such Committee.
  1.     
  2.      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 and
  
  shall carry out evaluation of every director’s performance.
  3.      The Nomination and
  
  Remuneration Committee shall 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.
  4.      The Nomination and
  
  Remuneration Committee shall, while formulating the policy under sub-section (3 )
  
  ensure that—
  a.     
  
    the
  
  level and composition of remuneration is reasonable and sufficient to attract,
  
  retain and motivate directors of the quality required to run the company
  
  successfully;
  b.    
  
    relationship
  
  of remuneration to performance is clear and meets appropriate performance
  
  benchmarks; and
  c.     
  
    remuneration
  
  to directors, key managerial personnel and senior management involves a balance
  
  between fixed and incentive pay reflecting short and long-term performance
  
  objectives appropriate to the working of the company and its goals:
  Provided
  
  that such policy shall be disclosed in the Board's report.
  1.     
  2.     
  3.     
  4.     
  5.      The Board of
  
  Directors of a company which consists of more than one thousand shareholders,
  
  debenture-holders, deposit-holders and any other security holders at any time
  
  during a financial year shall constitute a Stakeholders Relationship Committee
  
  consisting of a chairperson who shall be a non-executive director and such
  
  other members as may be decided by the Board.
  6.      The Stakeholders
  
  Relationship Committee shall consider and resolve the grievances of security
  
  holders of the company.
  7.      The chairperson of
  
  each of the committees constituted under this section or, in his absence, any
  
  other member of the committee authorised by him in this behalf shall attend the
  
  general meetings of the company.
  8.      In case of any
  
  contravention of the provisions of section 177 and this section, the company
  
  shall be punishable with fine which shall not be less than one lakh rupees but
  
  which may extend to five lakh rupees and every officer of the company who is in
  
  default shall be punishable with imprisonment for a term which may extend to
  
  one year or with fine which shall not be less than twenty-five thousand rupees
  
  but which may extend to one lakh rupees, or with both:
  Provided
  
  that non-consideration of resolution of any grievance by the Stakeholders
  
  Relationship Committee in good faith shall not constitute a contravention of
  
  this section.
  Explanation.— The expression
  
  ‘‘senior management’’ means personnel of the company who are members of its
  
  core management team excluding Board of Directors comprising all members of
  
  management one level below the executive directors, including the functional
  
  heads.