Imp Points :-
1. Only a director can become a member of the committee. (director will include addittional director for this purpose)
2. Minimum 3 members.
3. Minimum 2/3rd of total number of members of the committee shud be the directors otherthan MD/WTD.
4. Only member of committee can be appointed as a CHAIRMAN. Elected by members of committee. & chairman shall attend AGMs to provide clarifications on matters relating to audit..
So in ur case, minimum two directors otherthan MD/WTD must be appointed if audit committee is formed with 3members..
If u need any further help, then let me know...
Adarsh