SECRETARIAL AUDIT

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SECRETARIAL AUDIT

Section 204 of the Companies Act, 2013 provides for mandatory secretarial audit for every listed company and companies belonging to other prescribed class of companies. Company is required to annex a secretarial audit report with its Board’s report.

As per rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed class of companies is as under:

(a) Every public company having a paid-up share capital of fifty crore rupees or more; or

(b) Every public company having a turnover of two hundred fifty crore rupees or more.

Section 204(2) of the Companies Act, 2013 provides that it is the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company.

Applicability of Section 204

1.Every listed company or;
2.Every public company having a paid-up share capital of fifty crore rupees or more or ;
3.Every public company having a turnover of two hundred fifty crore rupees or more

APPOINTMENT OF SECRETARIAL AUDITOR

As per rule 8 of the Companies (Meetings of Board and its powers) Rules, 2014, secretarial auditor is required to be appointed by means of resolution at a duly convened board meeting of the company.

SIGNING

The Secretarial Audit Report should be signed by the secretarial auditor who conducted or under whose supervision the secretarial audit was conducted indicating his FCS/ ACS number along with Certificate of Practice Number issued by the Institute of Company Secretaries of India.

GENERAL COMPLIANCE REQUIREMENTS

Verify about the Maintenance of statutory registers and records and compliances in respect of:-

x Memorandum and/or Articles of Association.

x Disclosures

x Issue of shares and other securities

x Transfer and transmission of shares

x Deposits

x Charges

x Meetings of directors

x Secretarial Standards

x Dividend

x Corporate Social Responsibility (CSR)

x Directors and Key Managerial Personnel(KMP)

x Loans to Directors, etc, and related party transactions

x Loans, Investments, Guarantees and Securities

x Registers, Filing of forms, returns and documents

DOCUMENTS TO BE OBTAINED FOR CONDUCTING SECRETARIAL AUDIT

Memorandum and Articles of Association.

x Forms filed with the Registrar of Companies with receipts.

x Share Transfer Register.

x Forms relating to Disclosures from Directors.

x All statutory registers.

x Minutes of the Board, AGM, Share Transfer, Remuneration, Audit Committees and other Committees.

x Copy of financial statement along with the Notice of AGM.

x Notices of disclosure of directors’ interests.

x Copies of contracts made between the company and any of the related parties.

x Shareholder List, details of Share Transfers which have taken place during the financial year.

x Indebtedness Certificate signed by Company Secretary/ CFO of the Company.

x Listing and Trading Approval(s) from Stock Exchanges.

x Board Resolution for any type of corporate actions taken by the Company.

x Corporate Action Forms filed by the Company with Depositories.

x Equity Shareholding pattern and its break up as at the close of the financial year.

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