Section 177 of The Companies Act, 2013
18. (1) Every listed entity shall constitute a qualified and independent audit committee in accordance with the terms of reference, subject to the following:
(a) The audit committee shall have minimum three directors as members.
(b) Two-thirds of the members of audit committee shall be independent directors.
(c)All members of audit committee shall be financially literate and at least one member shall have accounting or related financial management expertise.
Explanation (1).-For the purpose of this regulation, “financially literate” shall mean the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows.
Explanation (2).-For the purpose of this regulation , a member shall be considered to have accounting or related financial management expertise if he or she possesses experience in finance or accounting, or requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.
(d) The chairperson of the audit committee shall be an independent director and he shall be present at Annual general meeting to answer shareholder queries.
(e)The Company Secretary shall act as the secretary to the audit committee.
(f) 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:
Provided that occasionally the audit committee may meet without the presence of any executives of the listed entity.
(2) The listed entity shall conduct the meetings of the audit committee in the following manner:
(a)The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.
(b) 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.
(c)The audit committee shall have powers to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.
LODR – SCHEDULE III Part C
PART C: DISCLOSURES OF MATERIAL EVENTS OR INFORMATION: INDIAN DEPOSITORY RECEIPTS
[See Regulation 68(2)]
A. The listed entity shall promptly inform to the stock exchange(s) of all events which are material and/or all information which are price sensitive or have bearing on performance/operation of the listed entity at the same time and to the extent it intimates to the listing authority or any other authority in its home country or other jurisdictions where its securities may be listed or other stock exchange(s) in its home country or other jurisdictions where its securities may be listed including:
1. any action or investigations initiated by any regulatory or statutory authority and the purpose for which it was initiated.
2. any attachment or prohibitory orders restraining the listed entity from transferring securities out of the names of the registered holders and particulars of the registered holders thereof.
3. the meeting of the board of directors which has been held to consider or decide on the following :
a. all dividends and/or cash bonuses recommended or declared or the decision to pass any dividend or cash bonus;
b. the total turnover, gross profit/loss, provision for depreciation, tax provisions and net profits for the year (with comparison with the previous year) and the amounts appropriated from reserves, capital profits, accumulated profits of past years or other special source to provide wholly or partly for any dividend, even if this calls for qualification that such information is provisional or subject to audit;
c. the recommendation or declaration of dividend or rights issue or issue of convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of the dividend
d. any decision on buy back of equity shares of the listed entity,;
4. Change in
a. board of directors of listed entity by death, resignation, removal or otherwise;
b. managing director;
c. auditors appointed to audit the books and accounts;
d. the compliance officer;
e. the registrar to an issue and/or share transfer agent, domestic depository or the overseas custodian bank;
5. any change in the rights attaching to any class of equity shares into which the Indian Depository Receipts are exchangeable;
6. short particulars of any increase of capital whether by issue of bonus shares through capitalization, or by rights issue of equity shares, or in any other manner;
7. short particulars of the reissues of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe thereto;
8. short particulars of any other alterations of capital, including calls;
9. in the event of the listed entity granting any options to purchase any Indian Depository Receipts the following particulars:
a. the number of Indian Depository Receipts covered by such options, terms thereof and the time within which they may be exercised;
b. any subsequent changes or cancellation or exercise of such options;
10. Notices, resolutions, circulars, call letters or any other circulars etc. issued or advertised anywhere with respect to:
a. proceedings at all annual and extraordinary general meetings of the listed entity, including notices of meetings and proceedings of meeting;
b. amendments to its constitutional documents as soon as they have been approved by the listed entity in general meeting;
c. compliance with requirements in home country or in other jurisdictions where such securities are listed;
d. any merger, amalgamation, re-construction, reduction of capital, scheme or arrangement involving the listed entity including meetings of equity shareholders, IDR Holders or any class of them and proceedings at all such meetings;
11. any other information necessary to enable the IDR Holders to appraise the listed entity’s position and to avoid the establishment of a false market in IDRs;
B. The listed entity shall, apart from complying with all specific requirements as above, intimate the stock exchange(s) immediately of events such as strikes, lock outs, closure on account of power cuts, etc. and other material events or price sensitive information or events which shall have a material bearing on the performance / operations of the listed entity both at the time of occurrence of the event and subsequently after the cessation of the event at the same time and as to the extent that it discloses to holders of securities in its home country or in other jurisdictions where such securities are listed;
C. In addition to above, the listed entity shall disclose to the stock exchange(s), any information which is disclosed to any other overseas stock exchange(s) or made public in any other overseas securities market, on which its securities may be listed or quoted, simultaneously with such disclosure or publication, or as soon thereafter as may be reasonably practicable;
D. The listed entity shall submit to the stock exchange(s) on request any other information concerning the listed entity as the stock exchange(s) may reasonably require;