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SECRETARIAL AUDIT
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SECRETARIAL AUDIT IN INDIA
Secretarial Audit is a process to check compliance with
the provisions of various laws and rules/
regulations/procedures, maintenance of books, records etc.,
by an independent professional to ensure that the company
has complied with the legal and procedural requirements and
also followed the due process. It is essentially a mechanism to
monitor compliance with the requirements of stated laws.
Secretarial audit is done in order to verify the compliance of
various legislation including the Companies Act and other
corporate and economic laws applicable to the company.
In India, following companies are required to conduct
secretarial audit and obtain secretarial audit report as per
section 204 of the Companies Act 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
• Every listed company
• Every public company having paid up share capital of 50
crore rupees or more or
• Every public company having*turnover of 250 crores or
more
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According to section 2(91) of the Companies Act,
2013, Turnover implies the aggregate value of the
realization of amount made from the sale, supply or
distribution of goods or on account of services
rendered, or both, by the company during a financial
year.
Companies falling under this criteria required to
annex secretarial audit report with the board report.
However companies which are not falling under the
above-mentioned criteria may obtain secretarial audit
report voluntarily as it will provide an independent
assurance of the compliances by the company.
The format of secretarial audit report shall be in form
MR-3 according to Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014.
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ELIGIBILITY TO CONDUCT SECRETARIAL AUDIT
According to section 204(1) of Companies Act 2013,
secretarial audit can be conducted by only a
member of the Institute of Company Secretaries of
India holding certificate of practice (company
secretary in practice) and furnish the Secretarial
Audit Report in form MR-3 to the company.
Company secretary who is employed and not in
whole time practice is not eligible to conduct
secretarial audit. There is no restriction has been
placed by the Institute of Company Secretaries of
India regarding the number of audits that can be
conducted by Company Secretary in Practice in one
financial year.
Secretarial Audit is a comprehensive review of all the
laws, statutes and legislation applicable on the
company. In conducting secretarial audit, company
has to comply with a number of rules and
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Company secretary is considered as the statutory
watchdog of the corporate world, it has always
been the duty of the Company Secretary to make
sure that all the laws and rules are being followed
by the management.
Secretarial Audit helps the Company Secretary to
take into account all the non-compliance in a
company and to take preventive actions in a
company to avoid any kinds of frauds and errors.
Secretarial Audit ensures better enforcement of
the rules. The main objective of the company
secretary profession is to promote corporate
governance. With the help of secretarial audit,
internal systems of the companies will improve
with the overall effectiveness of the legal
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SCOPE &
OBJECTIVE
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SCOPE
The scope of Secretarial Audit comprises verification of the compliances
under the following enactments, rules, regulations and guidelines:
(i) The Companies Act, 1956 and the Rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made
there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there
under;
(iv) Foreign Exchange Management Act, 1999 and the rules & regulations made
there under;
(v) The Listing Agreement(s) entered into by the Company with Stock Exchange
(s).
(vi) Secretarial Standards issued by The Institute of Company Secretaries of India.
(vii) Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry
of Corporate Affairs, Government of India;
(vii) Corporate Social Responsibility Voluntary Guidelines, 2009 issued by
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OBJECTIVE
The objectives of Secretarial Audit may be briefed as under.
• To check & Report on Compliances
• To Point out Non-Compliances and Inadequate Compliances
• To Protect the interest of the Customers, employees, society etc.
• To avoid any unwarranted legal actions by law enforcing agencies
and other persons as well.
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BENEFICIARIES OF
SECRETARIAL AUDIT
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The major beneficiaries of Secretarial Audit include:
(a) Promoters : Secretarial Audit will assure the Promoters of a company that those in-charge
of its management are conducting its affairs in accordance with requirements of laws.
(b) Management : Secretarial Audit will assure the Management of a company that those who
are entrusted with the duty and responsibility of compliance are performing their role
effectively and efficiently. This alsohelps the management to establish benchmarks for the
compliance mechanism, review and improve the compliances on a continuing basis.
(c) Non-executive directors: Secretarial Audit will provide comfort to the Non-executive Directors
that appropriate mechanisms and processes are in place to ensure compliance with laws
applicable to the company, thus mitigating any risk from a regulatory or governance perspective;
so that the Directors not in-charge of the day-to-day management of the company are not likely to be
exposed to penal or other liability on account of non-compliance with law.
(d) Government authorities/regulators Being a pro-active measure, Secretarial Audit facilitates
reducing the burden of the law-enforcementauthorities and promotes governance and the level of
compliance.
(e) Investors: Secretarial Audit will inform the investors whether the company is conducting
its affairs within theapplicable legal framework.
(f) Other Stakeholders: Financial Institutions, Banks, Creditors and Consumers are enabled to
measure the law abiding nature of Company management.
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Signing of Secretarial Audit report
Secretarial Audit Report is signed by the secretarial auditor who is engaged by the
company to conduct the secretarial audit of the company and in case of company
secretaries firm it will be signed by the partner under whose supervision the secretarial
audit was conducted.
Appointment of Secretarial Auditor
In a company secretarial auditor is required to be appointed by means of passing
resolution at a duly convened board meeting as per rule 8 of the Companies (Meeting of
Board and its powers) Rules, 2014.
It is always advisable to secretarial auditor to get the letter of engagement from the
company and formally accept the letter of engagement. In case of change in the
secretarial auditor it is always advisable to mention the change in secretarial auditor in
the board report to the members as a prudent corporate practice.
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APPLICABILITY OF SECRETARIAL AUDIT IN
CASE OF PRIVATE LIMITED COMPANIES
Secretarial audit is not applicable in
case of private limited companies
as according to section 2 (71) of
the Companies Act, 2013, public
company is defined as which is not
a private company and it has been
interpreted from the definition that
secretarial audit shall be applicable
on the private company which is a
subsidiary of a public company,
and which fall under the prescribed
class of companies.
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FRAUD IN CASE OF NON -
COMPLIANCE
According to section 204(4) of the
companies Act, 2013, in case
company or any officer of the
company or company secretary in
practice contravene the provisions
related to secretarial audit of the
company, every officer of the
company or company secretary in
practice who is in default shall be
punishable with the fine.
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PENALTY FOR INCORRECT AUDIT REPORT
While the Voluntary Guidelines on Corporate
Governance have opened up a significant area of
practice for Company Secretaries, it casts immense
responsibility on Company Secretaries, and poses a
great challenge to justify fully, the faith and
confidence reposed in them. Company Secretaries
must take adequate care while conducting Secretarial
Audit.
Any failure or lapse on the part of PCS in issuing a
Secretarial Audit Report may attract penalty for
incorrect report and disciplinary action for
professional or other misconduct under the
provisions of the Company Secretaries Act, 1980. It,
therefore, becomes imperative for the PCS that he
exercises great care and caution while issuing the
Secretarial Audit report and also adheres to the
highest standards of professional ethics and
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THANK YOU
FOR WATCHING
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