Section 19B — Nomination and Remuneration Committee

1 [ 19B. Nomination and Remuneration Committee .(1) The Board shall constitute a Nomination and Remuneration Committee of the Board, consisting of three or more directors from amongst directors other than those appointed either under sub-clause (i) of clause (a) or under clause (b) or under clause (c) of sub-section (2) of section 4, out of whom not less than one-half shall be independent directors at any time when the number of independent directors in office is sufficient to constitute such proportion of the membership of the Committee: Provided that the Chairperson may be appointed as a member of the Nomination and Remuneration Committee but shall not chair the Committee: Provided further that in the event of the Corporation applying to list its equity shares under any regulation made by the Securities and Exchange Board in this behalf, the Corporation shall ensure that the proportion of independent directors on the Nomination and Remuneration Committee shall be in accordance with the requirements as provided under those regulations. (2) The Nomination and Remuneration Committee shall (i) formulate the criteria for determining qualifications, positive attributes and independence of a director to be appointed under clause (e) or clause (f) or clause (g) of sub-section (2) of section 4 and recommend the same to the Board; (ii) in accordance with the criteria referred to in clause (i), identify individuals who are qualified to be appointed as such a director: Provided that while identifying individuals, the Committee shall have due regard to the requirements under the proviso to sub-section (1) of section 19C; (iii) give its recommendations to the Board regarding appointment and removal of such an individual, and carry out evaluation of his performance; and (iv) recommend to the Board a policy relating to the sum payable as sitting fees to a director nominated or appointed under clauses (e) or (f) or (g) of sub-section (2) of section 4, subject to such fees not exceeding such limit as may apply in respect of sitting fees payable to a director of a company under the Companies Act.

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