(1)

The board of directors shall constitute the nomination and remuneration committee as follows:

(a) the committee shall comprise of atleast three directors ;

(b) all directors of the committee shall be non-executive directors; and

(c) at least fifty percent of the directors shall be independent directors [and in case of a listed entity having outstanding SR equity shares, two thirds of the nomination and remuneration committee shall comprise of independent directors] [Inserted by Notification No. SEBI/LAD-NRO/GN/2019/28, dated 29.7.2019 (w.e.f. 2.9.2015).].

(2)

The Chairperson of the nomination and remuneration committee shall be an independent director:

Provided that the chairperson of the listed entity,whether executive or non-executive, may be appointed as a member of the Nomination and Remuneration Committee and shall not chair such Committee.

(2A)

[ The quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, [and 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] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).] whichever is greater, including at least one independent director in attendance.]

(3)

The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders' queries; however, it shall be up to the chairperson to decide who shall answer the queries.

(3A)

[ The nomination and remuneration committee shall meet at least once in a year.] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).]

(4)

The role of the nomination and remuneration committee shall be as specified as in Part D of the Schedule II.