XYZ Limited is a listed company. It has constituted all committees in compliance with listing regulations. Its audit committee having 6 directors, out of which 5 directors are independent. In the meeting of audit committ

CS Executive · Capital Market and Securities Laws · PYQS · December 2023
XYZ Limited is a listed company. It has constituted all committees in compliance with listing regulations. Its audit committee having 6 directors, out of which 5 directors are independent. In the meeting of audit committee 2 directors were present (1 non-executive and one independent). Is this audit committee meeting valid ?

Answer & Explanation:

As per regulation 18(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the quorum for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors. In the given case, in terms of the aforesaid listing regulation, quorum requirement will be either two members or one third of the six members, whichever is greater. Therefore, it shall be two members who shall be independent directors only to fulfil the requirement of Quorum. In the given case, though two directors were present but one non-executive director and one independent director. Therefore, the aforesaid meeting is not invalid as only one independent director was present.

Topics: SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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