SEBI LODR V/S Companies Act, 2013:

Sr No. Particulars Listing Regulations Companies Act, 2013

1 Applicability Not applicable to those No such Exemption.

companies whose paid up
capital is less than Rs.
10 crores and net worth is
less than Rs. 25 crores.

2 Composition of Board ½ of the Board or 1/3rd of No such

of Directors the Board depending on distinction. Specifies that
whether the Chairman is 1/3rd shall be
Executive or Non- independent.
Executive.

3 Woman Director Only to such companies to Applicable to all

whom corporate listed entities.
governance Regulations
are applicable.

4 Audit Committee Minimum 3 members with Minimum 3 with

Constitution 2/3rd being independent. majority being
independent.

5 Audit Committee – Quorum 2/3rd of the members or 2 No stipulation for quorum.

members of which 2 shall
be independent directors.

6 Nomination and Role shall also include No such stipulation.

Remuneration Committees a policy for diversity in the
Board of Directors.

7 Risk Management Applicable only to top 100 To all listed entities – to

Committee companies by include a
Market Capitalization. Risk Management Policy
in the Annual Report.

8 Related Party Transactions Covers all transactions with Covers transactions

a related party. Prior as specified under
Approval of the Audit Section 188. Approval of
Committee a must. the Board of Directors a
must.

9 Omnibus Approvals A limit of Rs. one crore per No limit specified. Validity
transaction of the approval is for a
stipulated. Validity of the financial year
 approval is for a year.

10 Material Related Party A blanket limit of 10% of the
Transactions annual consolidated
turnover of the previous
year specified. All the
related parties cannot vote
on the resolution.
Transaction wise limit has
been specified. Only to the
parties to the transaction
cannot vote on
the transaction.

11 Independent directors – 7 listed entities. 10 public companies

Limit

12 Contract To be hosted on the No Such Requirement.

website within one working
day.

13 Familiarization programmes Required for the No such requirement

Independent directors has been specified.
and attendance particulars
to be hosted on the
website.