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Resolution Constitution of Stakeholders Relationship Committee

A Stakeholders Relationship Committee of the Board of Directors is required to be constituted under section 178(5) of the Companies Act, 2013 by a company having more than 1,000 shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year.

board resolution for constitution of stakeholders relationship committeeThe primary responsibility of a Stakeholders Relationship Committee of a company is to consider and resolve the grievances of security holders of that company. However, the Board can assign the committee with additional responsibilities as deemed fit.

The composition of a Stakeholders Relationship Committee is consisting of a chairperson who shall be a non-executive director and such other members as may be decided by the Board.


A board resolution has to be passed in the meeting of the board of directors to form a “stakeholders relationship committee”.

Templates of such board resolutions are as follows—

SAMPLE #1
(Unlisted Company)

“RESOLVED THAT pursuant to the provisions of section 178(5) of the Companies Act, 2013 and rules made thereunder, including any amendments thereto for the time being in force, and in accordance with Article ... of the Articles of Association of the company, the Board hereby constitutes a committee of the Board of Directors, named as "Stakeholders Relationship Committee".

FURTHER RESOLVED THAT the Stakeholder Relationship Committee shall consist of the following Directors and Officers of the Company:

Sl. No.   Name              Designation      Position in Committee
    1.       Mr. .............     ...................        ...................................
    2.       Ms. .............     ...................        ...................................
    3.       Mrs. ............    ...................        ...................................

FURTHER RESOLVED THAT the Stakeholders Relationship Committee shall consider and resolve the grievances of security holders of the company.

FURTHER RESOLVED THAT the Stakeholder Relationship Committee shall act in accordance with the provisions of the Articles of Association of the company, read with Section 178 of the Companies Act, 2013.”

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SAMPLE #2
(Listed Company)

“RESOLVED that pursuant to the provisions of section 178(5) of the Companies Act, 2013 read with Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, subject to Article ... of the Articles of Association of the company, the "Stakeholder Relationships Committee", a committee of the Board of Directors of the company, be and is hereby constituted.

RESOLVED FURTHER that the composition of the Stakeholder Relationship Committee shall be as under:

Sl. No.   Name of the Director         Status                 Nature of Directorship
    1.       Ms. ..............................         .................          .......................................
    2.       Mr. ..............................         .................          .......................................
    3.       Mrs. .............................         .................          .......................................

RESOLVED FURTHER that the Stakeholder Relationships Committee shall oversee all matters pertaining to investors of the company and the terms of reference of the Committee shall be as follows:

i) Redressal of shareholders’/investors’ complaints;
ii) Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;
iii) Issue of duplicate certificates and new certificates on split/consolidation/renewal;
iv) Non-receipt of declared dividends, balance sheets of the Company; and
v) Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.”

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SAMPLE #3
(Reconstitution of the Committee)

RESOLVED THAT pursuant to the provisions of Section 178(5) and any other applicable provisions of the Companies Act, 2013, and rules made thereunder, including any modifications or reenactments thereof, the Stakeholders Relationship Committee of the company be and is hereby re-constituted as follows:

Sl. No.   Name of the Director         Status              Nature of Directorship
    1.       Ms. ..............................        .................        .......................................
    2.       Mr. ..............................         ................         .......................................
    3.       Mrs. .............................        .................        .......................................




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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

Comments

  1. Paresh Kumar9/29/2019

    Format was helpful. Thanks for providing it.

    ReplyDelete

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