You are an extrovert Company Secretary possessing rich experience of more than a decade in providing professional advice on a diverse range of corporate and economic laws with special emphasis on best governance practice
CS Professional · Environmental, Social and Governance (ESG) Principles and Practice · PYQS · June 2024
You are an extrovert Company Secretary possessing rich experience of more than a decade in providing professional advice on a diverse range of corporate and economic laws with special emphasis on best governance practices, risk management, principles and practice of environmental, social and governance, and corporate sustainability reporting. You are known for implementing governance and ethics into the very fabric of the client's organization, revising and re-framing the compliance framework, policies, processes in line with the corporate and local regulations and guidelines, exercising company's zero error and zero breach standards and contributing strategically to the achievement of business objectives and goals. You have recently been approached by 'Air Voice Limited' (shortly Air Voice), an unlisted Public Company, having its registered office at Pune. 'Air Voice' has provided the following data from its audited financial statements : Financial Year Paid up Share Capital as on 31st March (in Crores) Turnover for the Year Ended (in Crores) Aggregate of outstanding loans, debentures and deposits (in Crores) 2018-19 5 100 60 2019-20 5 110 55 2020-21 7 95 50 2021-22 7 90 45 2022-23 7 75 40 During the FY 2022-23, the liquidity of the Company was highly affected due to the brunt of stiff competition, wafer thin margins and due to Covid 19 pandemic. The aggregate outstanding loans, debentures and deposits increased from ₹ 45 crore as on 31st March 2022 to ₹ 60 crore as on 30th September, 2022 and dropped down to ₹ 40 crore as on 31st March 2023. There was no such increase in the aggregate of outstanding loans, debentures and deposits during the earlier financial years. Air Voice, which was obligated to constitute an Audit Committee in the Financial Year 2019-20 decided to dismantle it in the FY 2023-24. Now, taking into account the above inputs and in the light of the provisions of the Companies Act, 2013, examine : Whether Air Voice Limited has complied with the provisions of the Act and the Rules made thereunder in dismantling the Audit Committee ?
Answer & Explanation:
The following Companies are required to constitute an Audit Committee [Section 177 (1) of Companies Act, 2013 and Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014]: Every listed public company; and Public companies having paid up share capital of ten crore rupees or more; or Public companies having turnover of one hundred crore rupees or more; or Public companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees. Clarification: Explanation to Rule 4(1) clarifies that the paid-up share capital or turnover or outstanding loans, debentures and deposits, as the case may be, as existing on the last date of latest audited financial statements shall be taken into account. In the instant case, Air Voice Limited was obligated to constitute the Audit Committee in the Financial Year 2018-19 as it was having turnover of ₹ 100 crore and aggregate of outstanding loans, debentures and deposits of ₹ 60 crore on 31st March, 2019. Now, the Company has ceased to meet the three conditions related to paid up share capital, turnover and aggregate of outstanding loans, debentures and deposits for three consecutive years as laid down in third proviso to Rule 4(1) (as on 31st March, 2020, 31st March 2021 and 31st March 2022). Hence, the Company is not required to constitute Audit Committee in the financial year 2023-24.
Topics: Corporate Governance
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