audit committee

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C.A. LINESH PATIL (Querist)
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11 October 2010 there are two audit committee,one under company law and second corporate governance as required under listing agreement of clause 49.
and both have different provisions regarding formation & other matters.
in practical which prevails.

thanks in advance

Ankur Garg

Ankur Garg (Expert)
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12 October 2010 In case of a listed company provisions of clause 49 shall prevail over section 292 bcoz they are more stringent.

In case of an unlisted company provisions of section 292A shall prevail over clause 49 bcoz listing agreements has nothing to do with an unlisted company.

Regards

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Ajay Mishra

Ajay Mishra (Expert)
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12 October 2010 Hi

Agreed with Mr. Ankur

Composition of the Audit Committee

As per clause 49 of the Listing Agreement, the audit committee shall have minimum three directors as members. Two third of the members of audit committee shall be independent directors. All the members of the audit committee shall be financially literate and at least one member shall have accounting or related financially management expertise. By implication, audit committee can to the extent of one-third of the strength comprise of non-independent directors including executive directors.

As per section 292A of the Companies Act, 1956, not less than three directors or such higher number of the directors as the Board may determine of which two third of the total number of directors shall be a directors other than MD or WTD.

Quorum for Audit Committee Meeting

The quorum for audit committee shall be either two members or one third of the members, whichever, is greater, but there should be a minimum of two independent members present.

Section 292A of the Act is silent with regard to the quorum for the audit committee meeting. Though not specifically provided, in such circumstances section 287 may be applicable.

Regards

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C.A. LINESH PATIL

C.A. LINESH PATIL (Querist)
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12 October 2010 so much of thanx to both of you.

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