Yeswanth Ltd is a listed company having all committees constituted in compliance with listing regulations. Its Audit committee has 5 directors, out of which four directors are independent. At a meeting of the Audit Commi

CS Professional · Corporate Funding & Listings in Stock Exchanges · PYQS · December 2024
Yeswanth Ltd is a listed company having all committees constituted in compliance with listing regulations. Its Audit committee has 5 directors, out of which four directors are independent. At a meeting of the Audit Committee, 2 directors were present (one non-executive and one independent). Is the meeting valid? Can the company appoint its executive chairman (of the Board) who is a Chartered Accountant as Chairman of Audit committee also? Explain with reference to the relevant provisions.

Answer & Explanation:

Regulation 18(2) (b) of the SEBI (Listing Obligation 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. Therefore, the aforesaid meeting is invalid, as only one Independent Director was present at the meeting of the Audit Committee. Regulation 18(1) (d) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 provides that the chairperson of the audit committee shall be an independent director and he/she shall be present at Annual general meeting to answer shareholder queries. Hence, Chairman of the Company's Board who is also a Chartered Accountant cannot be appointed as Chairman of the Audit Committee.

Topics: Corporate Governance

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