Regulation 62F - Audit Committee - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

1 [Audit Committee. 62F . (1) Every HVDLE shall constitute an audit committee subject to the following terms of reference: (a) The audit committee shall have minimum three directors as members. (b) At least 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 literacy, 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/she shall be present at Annual general meeting to answer queries of the shareholders. (e) The company secretary shall act as the secretary to the audit committee. (f) The audit committee, at its discretion, shall invite the 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 HVDLE. (2) The HVDLE shall ensure that the meetings of the audit committee are conducted 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 consecutive 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. (3) The role of the audit committee and the information to be reviewed by the audit committee shall be as specified in Part C of Schedule II. ] **************** NOTES:- 1 . Inserted vide F. No. SEBI/LAD-NRO/GN/2025/239 dated 27-03-2025