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Article-77
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The regulator, SEBI’s code of Corporate Governance insists listed Companies
to form an “Audit Committee”. It is a subcommittee of the Board. Auditors are
not members of the Audit Committee, but they are invitees.
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Audit Committee is a
proposal of the committee (in 2000) on corporate governance appointed by SEBI
under the chairmanship of Sri. Kumar Mangalam Birla. Confederation of Indian Industry
(CII) also demanded the need for such committees.
In fact, the concept
“Audit Committee” was not a new one. In 1978, New York Stock Exchange has asked
all their listed Companies to have Audit Committees.
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Main role of audit
committee is strengthening the audit process in a Company. It is supposed to
help to maintain good corporate governance and thereby increase the
credibility, acceptability and reliability of a Company.
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Important points regarding Audit
Committee:
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Audit Committee is a subcommittee of the
Board. So only, Board member can be a member of Audit Committee.
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Audit Committee should consist of independent directors.
·
This committee should consist of non-executive
directors.
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It should consist of at least three non-executive
directors out of which two should be independent.
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At least one member should have financial and
accounting background.
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Chairman of the committee shall be an
independent Director.
·
Chairman will be present in Annual General
Meeting to answer queries.
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The Audit Committee has no management responsibility.
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The Audit Committee should report to the
Board.
·
C&AG is stressing the need for Audit
Committee in Government Companies.
·
Audit Committee should assist Board in matters
relating to corporate accounting and reporting policies.
·
Audit Committee should periodically interact
with auditors both internal and external.
·
Members of Audit Committee must have full
access to financial data of Company, its subsidiaries and associates.
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Al least three meeting in a year is essential.
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Powers
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To investigate any activity of the Company.
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To seek information from any employee.
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To obtain legal and professional advice.
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To secure the attendance of experienced hands.
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Follows: Audit
Committee: SEBI and Companies Act, 1956.
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