Explaining the provisions of the Companies Act, 2013 and the rules thereof relating to the appointment of audit committee, its composition and the role played by such committee, state whether the following companies are
CS Professional · Advanced Company Law and Practice · PYQS · December 2016
Explaining the provisions of the Companies Act, 2013 and the rules thereof relating to the appointment of audit committee, its composition and the role played by such committee, state whether the following companies are required to appoint such committee: (i) A public company having a turnover of ₹900 crore.
Answer & Explanation:
Appointment of Audit Committee In terms of section 177 (1) of the Companies Act, 2013, the Board of Directors of every listed company and such other class or classes of companies, as may be prescribed, shall constitute an Audit Committee. Rule 6 of the Companies (Meetings of Board and Its Powers) Rules, 2014, provides for prescribed class- all public companies with a paid up capital of ten crore rupees or more; all public companies having turnover of one hundred crore rupees or more; all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more. Composition of an Audit Committee In terms of Section 177(2) of the Companies Act, 2013, the Audit Committee shall consist of a minimum of three directors with independent directors forming a majority. Majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statement. Role of Audit Committee As per Sub-section (4) of Section 177 of the Companies Act, 2013; Every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include,- the recommendation for appointment, remuneration and terms of appointment of auditors of the company; review and monitor the auditor's independence and performance, and effectiveness of audit process; examination of the financial statement and the auditors' report thereon; approval or any subsequent modification of transactions of the company with related parties; Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject to such conditions as may be prescribed; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the company, wherever it is necessary; evaluation of internal financial controls and risk management systems; monitoring the end use of funds raised through public offers and related matters. Accordingly, (i) A public company having turnover of ₹ 900 crore is required to constitute Audit Committee.
Topics: Board of Directors
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