Stakeholders Relationship Committee explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
This is the least glamorous board committee and, for a small shareholder, often the most consequential. It exists to make sure that the people who own the company can actually exercise the rights that come with owning it — get their dividend, get their shares transferred, get an answer.
It's also the committee where "review" can most easily become "note," so it's worth knowing exactly what the rules say it must look at.
Required for every listed entity, and for any company with more than 1,000 security holders at any time during a financial year. Must have at least three directors, including at least one independent director, and must be chaired by a non-executive director who attends the AGM. Meets at least once a year. Its Schedule II remit is broader than grievances — it covers voting rights, RTA service standards and unclaimed dividends.
Who must constitute one
Under the Companies Act, Section 178(5) requires a company with more than one thousand shareholders, debenture holders, deposit holders and other security holders at any time during a financial year to constitute a stakeholders relationship committee, to consider and resolve their grievances.
Note the threshold is on security holders, not shareholders alone, and it's tested at any time during the year — so a company that crossed a thousand holders briefly after a debenture issue is caught.
Under SEBI's Regulation 20, every listed entity must have one, regardless of holder count.
Composition
| Requirement | Position |
|---|---|
| Minimum members | Three directors, with at least one independent director |
| Chairperson | A non-executive director |
| Meetings | At least once a year |
| AGM | The chairperson must be present at the AGM to answer security holders' queries |
The Companies Act version is lighter — it requires a non-executive chairperson and "such other members as may be decided by the Board." For a listed entity, Regulation 20's three-director, one-independent-director requirement governs.
The chairperson's AGM attendance obligation is the one that has practical bite. It puts a named director in front of shareholders once a year to answer for the company's grievance handling, which is a very different discipline from filing a quarterly number.
What it must actually review
Part D of Schedule II gives the committee four functions, and only the first is the obvious one.
1. Resolve security holders' grievances — complaints relating to transfer and transmission of shares, non-receipt of the annual report, non-receipt of declared dividends, issue of new or duplicate certificates, and general meetings.
2. Review measures taken for the effective exercise of voting rights by shareholders. This is about whether e-voting actually works — whether login credentials reach holders, whether the window is adequate, whether custodian and institutional voting mechanics function. A shareholder who cannot vote has, in practice, no rights at all.
3. Review adherence to the service standards adopted for services rendered by the registrar and share transfer agent. Most grievances originate at the RTA, not the company. The committee is required to look at the RTA's actual performance against agreed standards — turnaround times, pendency, error rates — not simply receive a report that all is well.
4. Review measures taken to reduce unclaimed dividends and to ensure timely receipt of dividend warrants, annual reports and statutory notices by shareholders.
Item 4 connects to a real problem. Unclaimed dividends move to the Investor Education and Protection Fund after seven years, and so do the underlying shares where the dividend has been unclaimed for seven consecutive years. Recovering them from the IEPF is a slow, documentation-heavy process. A committee that takes item 4 seriously — chasing stale addresses, dead-letter returns, un-updated bank mandates — prevents a permanent loss to shareholders who did nothing wrong.
The independent director's angle
The independent director on this committee is usually the only person in the room with no reason to prefer a comfortable report.
Three questions that make the meeting real:
- What's the pendency, by age? Not "complaints received and resolved" — how many are open, and how long have the oldest ones been open?
- What's the complaint mix? A rising share of transmission and dematerialisation complaints usually means an RTA process problem, not isolated bad luck.
- What happened to the returned mail? Dividend warrants and annual reports that bounce back are the leading indicator of the unclaimed dividend problem three years out.
Related to this, Regulation 13 requires a listed entity to file a quarterly statement of investor complaints with the stock exchanges — number pending at the start, received, disposed of, and pending at the end — within 21 days of quarter end, and to handle complaints through SEBI's SCORES platform. That filing is public, and the trend in it is what an alert reader watches.
Key takeaways
- Every listed entity, plus any company with more than 1,000 security holders during the year.
- Three directors minimum, at least one independent, chaired by a non-executive director.
- The chairperson must attend the AGM and answer queries.
- The remit covers voting rights, RTA service standards and unclaimed dividends — not just complaints.
- Unclaimed dividends and shares transfer to the IEPF after seven years; item 4 is what prevents that.
- Ask for pendency by age, not resolution percentages.
- The quarterly investor complaints statement under Regulation 13 is public — watch the trend.
Read next
- SEBI LODR Corporate Governance Requirements for Listed Companies
- Nomination and Remuneration Committee (Section 178 / Reg 19)
- Audit Committee: Composition, Powers and the Independent Director's Role
- Risk Management Committee (Regulation 21)
Law stated as on 5 September 2026. IEPF transfer rules and SCORES procedures are administered separately by the MCA and SEBI — check current timelines before acting on a specific claim.