Excel Limited is a listed company having all committees constituted in compliance with the listing regulations. Its audit committee having 5 directors, out of which 4 directors are independent. In a meeting of the Audit

Validity of Meeting: Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that 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, Excel Limited is having 5 directors in the Audit committee and 2 directors were present at the meeting. However, one director was non-executive and other was independent. Assuming that Excel Limited is not exempted under Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Excel Limited shall comply with the above requirements. Therefore, the aforesaid meeting is invalid as only one independent director was present instead of two independent directors as required under the Regulations.