(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 under clauses (a) or (b) 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.
