PQR Limited wants to constitute an Audit Committee in the ensuing Board meeting of the Company. Pursuant to the applicable provisions of the Companies Act. 2013, draft a board resolution covering the following matters :

"RESOLVED THAT pursuant to Section 177 of the Companies Act, 2013 an Audit Committee consisting of the following Directors, who are financially literate, be and is hereby constituted: Mr-Independent Director Mr-Independent Director Mr-Independent Director Mr-Independent Director Mr-Managing Director Mr-Chief Financial officer "RESOLVED FURTHER THAT Mr. ............(DIN), an Independent Director of the Company, having accounting and / or related financial management expertise, be an is hereby appointed as Chairman of the Audit Committee, and he shall preside the meeting of the Audit Committee from time to time, and as per SS - 2 read with other applicable provisions of the Companies Act, 2013, the Chairman of the audit committee shall be present at Annual general meeting of the Company to answer shareholders' queries." "RESOLVED FURTHER THAT the quorum for a meeting of the Audit Committee shall be three directors (other than the Managing Director), out of which at least two shall be independent directors". "RESOLVED FURTHER THAT the Audit Committee shall perform all the functions as laid down in section 177(4) of the Companies Act, 2013 including but not limited to: (a) Make the recommendation for appointment, remuneration and terms of appointment of the auditors of the company; (b) Revise and monitor the independence and performance of auditors of the company and the effectiveness of the audit process." "FURTHER RESOLVED THAT the Audit Committee shall review the quarterly and annual financial statements and submit the same to the Board with its recommendation".