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including scope thereof, remuneration of directors, meetings of Board, contents of management discussions and analysis report, etc. 5. Clause 49 also prescribes that there shall be a separate section on Corporate Governance in the annual reports of company, with a detailed compliance report on Corporate Governance. 6. Non compliance of any mandatory requirement i.e. which is part of the listing agreement with reasons thereof and the extent to which the non-mandatory requirements have been adopted, should be specifically highlighted. 7. Further, the entity is required to obtain a certificate from the statutory auditor of the entity as regards compliance of conditions of corporate governance as stipulated in that clause.
Q.2 Audit Committee u s 292A of Companies Act, 1956
Section 292 A of the Companies Act, 1956 provides
1 Every public company having paid-up capital of not less than five crores of rupees shall constitute a committee of the Board known as Audit Committee which shall consist of not less than three directors and such number of other directors as the Board may determine of which two-thirds of the total number of members shall be directors, other than managing or whole-time directors.
2 Every Audit Committee constituted under sub-section 1 shall act in accordance with terms of reference to be specified in writing by the Board. 3 The members of the Audit Committee shall elect a chairman from amongst themselves. 4 The annual report of the company shall disclose the composition of the Audit Committee. 5 The auditors, the internal auditor, if any, and the director-in-charge of finance shall attend and participate at meetings of the Audit Committee but shall not have the right to vote. 6 The Audit Committee should have discussions with the auditors periodically about internal control systems, the scope of audit including the observations of the auditors and review the half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems. 7 The Audit Committee shall have authority to investigate into any matter in relation to the items specified in this section or referred to it by the Board and for this purpose, shall have full access to information contained in the records of the company and external professional advice, if necessary. 8 The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, shall be binding on the Board. 9 If the Board does not accept the recommendations of the Audit Committee, it shall record the reasons therefore and communicate such reasons to the shareholders. 10 The chairman of the Audit Committee shall attend the annual general meetings of the company to provide any clarification on matters relating to audit. 11 If a default is made in complying with the provisions of this section, the company, and every officer who is in default, shall be punishable with imprisonment for a term which may extend to one year, or with fine which may extend to fifty thousand rupees, or with both.
Q. 3 Audit Committee under Clause 49 of Listing Agreement