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of <h1>Section 177 requires strong Audit Committees, independent directors, and vigil mechanisms to oversee auditors, finances, risks, and whistleblowers</h1> Section 177 mandates that every listed public company and prescribed classes of companies constitute an Audit Committee of at least three directors, with a majority of independent directors capable of understanding financial statements. Existing committees must be reconstituted accordingly. The Board must define written terms of reference, including auditor appointment and oversight, financial statement and related party transaction review (with conditional omnibus approvals and specified consequences for unauthorised transactions), scrutiny of loans and investments, valuation, internal financial controls, risk management, and monitoring use of public issue funds. The committee may seek auditor comments, investigate matters, obtain external professional advice, and access company records; auditors and key managerial personnel may be heard but not vote. Companies must establish a vigil mechanism with safeguards and disclosure requirements.
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