Appointment of Directors

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

24 May 2010 In a private limited company, there are currently 3 directors. One is the Promoter Director, second is his wife and the third is an employee who has been made a WTD. The Promoter Director has neither been appointed as the WTD or the MD.

This company has not got converted into a Public Limited company and has a share capital of over Rs 5 crores.

For the purposes of complying with Section 292A, can these 3 Directors also constitute the Audit Committee? For a non-listed company there appear to be no restrictions to do the needful, since the requirement of 2/3rds being Non-Executive Director is fulfilled with the Promoter Director and his wife complying with these provisions and the other WTD being the Executive Director.

If this is not right, what do you suggest to ensure compliance?