Audit Committee composition and powers require majority independent oversight of auditors, related party transactions, controls, and a vigil mechanism. Section 177 requires an Audit Committee of at least three directors with a majority of independent directors and members able to read financial statements, reconstitution where necessary, and written terms of reference. The committee must recommend auditor appointment and remuneration, monitor auditor independence and audit effectiveness, examine financial statements and auditors' reports, scrutinise and approve related party transactions, review inter corporate loans and investments, assess valuations, internal financial controls and risk management, monitor use of public offer funds, investigate matters within its remit, obtain external advice, and access company records; auditors and key managerial personnel may be heard but not vote.