MCA vide notification dated 12th June 2014 has amended the Companies (Meetings and Powers of Board) Rules, 2014,

As per the amendment:

• Public companies covered under this rule which were not required to constitute Audit Committee under section 292A of the Companies Act, 1956 (1 of 1956) shall constitute their Audit Committee within 1 year from the commencement of these rules or appointment of independent directors by them, whichever is earlier:
• Public companies covered under this rule shall constitute their Nomination and Remuneration Committee within 1 year from the commencement of these rules or appointment of independent directors by them, whichever is earlier.

Please take note the following:

Eligibility requirement for constituting an Audit Committee & Nomination & remuneration committee

The Board of directors of every listed companies, and the following classes of companies shall constitute an Audit Committee and a Nomination and Remuneration Committee of the Board-

(i) all public companies with a paid up capital of Rs 10 crore or more;

(ii) all public companies having turnover of Rs100 crore or more;

(iii) all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs 50 crore or more.

Explanation.- The paid up share capital or turnover or outstanding loans, or borrowings or debentures or deposits, as the case may be, as existing on the date of last audited Financial Statements shall be taken into account for the purposes of this rule.

(Rule no 6 of Companies (Meetings of Board and its Powers) Rules, 2014.)

Transition period for re-constituting the Audit committee

Every Audit Committee of a company existing immediately before the commencement of this Act shall, within 1 year of such commencement, be reconstituted in accordance with sub-section (2). [177(3)]