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THINGS TO KNOW BEFORE YOU REGISTER- SECRETARIAL AUDITOR OF THE COMPANY

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following companies are required to conduct ‘Secretarial Audit’-
(1) Every listed company.
(2) Every public company having a paid-up share capital of 50 Crore rupees or more; or
(3) Every public company having a turnover of 250 Crore rupees or more.

“Turnover” means the aggregate value received from sale, supply or distribution of goods, services rendered, or both, by the company during a financial year. [Section 2(91)]
Secretarial Audit is also compulsory for a private company which is a subsidiary of a public company, and which falls under the prescribed class of companies.

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INTRODUCTION

  • Secretarial Audit is an audit to check to check compliance of various legislations including the companies act and other corporate and economic laws applicable to the company. Secretarial audit gives assurance as if there exist sufficient process and systems in the company in accordance to the size and operation of the company to monitor and assure compliance with applicable laws, rules, regulations and guidlines. It audits the adherence of good corporate exercises by the company. Secretarial audit gives the company necessary comfort to the stakeholders, regulators and management as to the good governance, statutory compliance and occurrence of proper system and processes.

introduction

BENEFITS

The benefits of secretarial audit are manifold and its beneficiaries are many. They include promoters, stakeholders, directors, investors, lenders, employees,government & public at large . Some of the benefits of secretarial audit are:-

  • It helps the organisation to build their corporate image.

  • It helps to build a strong compliance management system and internal control mechanism.

  • It is beneficial introduce professional discipline.

  • Assure due compliance of regulations other than financial or costing aspects.

Some other benefits to:-

  • Promoters

    It gives assurance to the promoters that those in-charge with management are operate its affairs in conformity with the requirement of laws and their interest is not being exposed to unintended risk.

  • Directors

    Secretarial Audit provides assurance to the Non-executive/Independent directors that applicable mechanisms and processes are in place to confirm compliance with laws applicable to the company, thus reducing any risk from a regulatory or governance perspective.

  • Investors

    Secretarial Audit helps the investors in taking knowledgeable investment decision, as it classify the company in terms of compliance and governance benchmark being followed by the company.

  • Other Stakeholders

    It is an effective alertness exercise for the prospective investors or joint venture partners. Further Financial Institutions, Banks, Creditors and Consumers can assess the law abiding nature of company management.

Procedure Of Secretarial Audit Of Company

Step - 1 Secretarial Auditor Should Be Appointed By Means Of A Resolution Passed In A Duly Met Board Meeting.

Step - 2 After Passing The Resolution Company Shall Give A Letter Of Appointment To The Secretarial Auditor.

Step - 3 Secretarial Auditor Should Formally Accept The Letter Of Appointment.

Step - 4 Further, It Is Desirable That The Change In Secretarial Auditor During The Year Is Communicated To Members Of Board.

What Is The Periodicity Of Secretarial Audit?

It is desirable, for betterment of company, that the secretarial audit taken out periodically (quarterly, half yearly, annually) and adverse findings, if any, should be communicated on an interim basis to the board immediately.

FAQ

Most Frequent Questions And Answers

Only a company secretary in practice ( holding certificate of practice) can conduct secretarial audit and furnish the secretarial audit report to the company.

 

As per the provisions of Companies Act 2013, the following companies required to Secretarial Audit Report:-
a. Every listed company
b. Every public company having a paid up capital of fifty crore rupees or more
c. Every public company having turnover of 250 crore rupees or more.

Secretarial Audit report should be in format required in Form MR-3 ((Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014).

In case of financial laws like tax law and custom act etc. , the secretarial auditor may rely on the report of statutory auditor or other designated professionals.

 

Yes, The notice in writing of every meeting shall be given to every member of the company. Such notice shall also be given to the directors, auditors, seretarial auditor of the company , debenture trustee ,if any, and other specified persons.

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