Reg 18 audit committee cadence
At least four audit committee meetings a financial year, with no more than 120 days between two consecutive meetings.
At least 4 a financial year, maximum 120-day gap
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
Four meetings a financial year at minimum, with no more than 120 days between two consecutive meetings. The figures match Reg 17(2) for the board. The words financial and consecutive were inserted with effect from 13 December 2024.
Deadlines counted from an event
The audit committee must meet at least four times a financial year, with a maximum gap of 120 days between any two consecutive meetings, under Reg 18(2)(a). The words financial and consecutive were inserted with effect from 13 December 2024.
The rule
The audit committee must meet at least four times a financial year, with a maximum gap of 120 days between any two consecutive meetings, under Reg 18(2)(a). The words financial and consecutive were inserted with effect from 13 December 2024.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- The audit committee constituted under Reg 18(1)
- Reg 15(2) exempts an entity with paid-up equity share capital of ₹10 crore or less and net worth of ₹25 crore or less, and an entity listed on the SME Exchange, from Reg 17 to Reg 27.
Statutory basis
Before you file
- Draw up the audit committee calendar for the financial year.
- Check that no two consecutive meeting dates are more than 120 days apart.
- Align the meetings with the quarterly financial results, which the committee reviews before the board.
- Include the whistle-blower mechanism review in the committee's agenda under Schedule II Part C.
How to file
- Hold at least four audit committee meetings in the financial year.
- Keep the gap between two consecutive meetings at 120 days or less.
- Review the financial results before they go to the board.
- Report the meeting count and dates in the quarterly governance filing.
No separate filing. Reported through the quarterly governance report to the exchanges
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.
- The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
- SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record
Recent changes affecting this
Relaxation from SEBI Master Circular for Minimum Public Shareholding Non-Compliance
Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
Minimum Information for Audit Committee and Shareholder Approval of Related Party Transactions
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Common questions
Are the audit committee figures the same as the board's?
Yes. Four meetings a financial year and a maximum gap of 120 days, the same as Reg 17(2).
Does the whistle-blower review have its own periodicity?
No. LODR fixes none. The audit committee's review of the whistle-blower mechanism sits in Schedule II Part C and rides the committee's own four-meeting cadence.