Audit Committee.

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....the Board may determine of which two-thirds of the total number of members shall be directors, other than managing or whole-time directors. (2) Every Audit Committee constituted under sub-section (1) shall act in accordance with terms of reference to be specified in writing by the Board. (3) The members of the Audit Committee shall elect a chairman from amongst themselves. (4) The annual report....

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....ontained in the records of the company and external professional advice, if necessary. (8) The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, shall be binding on the Board. (9) If the Board does not accept the recommendations of the Audit Committee, it shall record the reasons therefor and communicate such reasons to the shareho....