Under Section 177, constitution of an Audit Committee is mandatory for: (i) all listed companies; (ii) unlisted public companies with paid-up share capital ≥ ₹10 crore; (iii) unlisted public companies with turnover ≥ ₹100 crore; and (iv) unlisted public companies with outstanding loans, borrowings, debentures or deposits ≥ ₹50 crore. The Audit Committee must have a minimum of 3 directors, with Independent Directors forming the majority, and its chairperson must be an Independent Director who can communicate directly with the Statutory Auditors.