Your Company is planning to get listed in the stock exchange of India. As a Company Secretary, provide constitution of Audit Committee under the Section 177(2) of the Companies Act, 2013 and the changes as per Regulation

Section 177(1) of the Companies Act, 2013 read with rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 provides that the Board of directors of following companies are required to constitute an Audit Committee of the Board: All listed companies; All public companies with a paid up capital of ₹10 crore or more; All public companies having turnover of ₹100 crore or more; All public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding ₹50 crore or more. Section 177(2) of the Companies Act, 2013 provides that the Audit Committee shall consist of a minimum of three directors with independent directors forming a majority. The majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statement. The paid up share capital or turnover or outstanding loans or borrowings or debentures or deposits, as the case may be, as existing on the date of last audited financial statements shall be taken into account for the purposes of this rule. Regulation 18(1) of SEBI Listing Regulations, 2015 provides that every listed entity shall constitute a qualified and independent audit committee in accordance with its terms of reference, subject to the following: Audit Committee shall consist of a Minimum three directors as members. Two-thirds (2/3rd) of the members shall be independent directors. All members of audit committee shall be financially literate and at least 1 (one) member shall have accounting or related financial management expertise. The chairperson of the audit committee shall be an independent director and he shall be present at AGM to answer shareholder queries. The Company Secretary shall act as the secretary to the audit committee. The audit committee at its discretion shall invite the finance director or head of the finance function, head of internal audit and a representative of the statutory auditor and any other such executives to be present at the meetings of the committee. However, occasionally the audit committee may meet without the presence of any executives of the listed entity.