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About company secretory

About company secretory
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Secretarial Audit

What is Secretarial Audit?

Secretarial Audit is an audit to check compliance of various legislations including the Companies Act and other corporate and economic laws applicable to the company. replica watches 

The Secretarial Auditor expresses an opinion as to whether there exist adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Secretarial Audit helps to detect the instances of non-compliance and facilitates taking corrective measures. It audits the adherence of good corporate practices by the company.

Who can conduct Secretarial Audit?

Only a member of the Institute of Company Secretaries of India holding certificate of practice (company secretary in practice) can conduct Secretarial Audit and furnish the Secretarial Audit Report to the company. [Section 204(1) of Companies Act, 2013]

Which companies are required to undergo Secretarial Audit?

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

 What is periodicity of Secretarial Audit?

Proactive Secretarial Audit on a continuous basis would help the company in initiating corrective measures and strengthening its compliance mechanism and processes. It is therefore, advisable that the Secretarial Audit is carried out periodically (quarterly / half year / annually) and adverse finding if any, is reported on interim basis to the Board immediately. The Secretarial Audit Report to be annexed with Board‟s report is required to be submitted before the preparation of Board‟s Report. 

 What is the format of Secretarial Audit Report? 

Secretarial Audit Report is required to be provided in the format prescribed in Form MR-3. (Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014).

Who can sign the Secretarial Audit Report? 

The Secretarial Audit Report should be signed by the Secretarial Auditor who has been engaged by the company to conduct the Secretarial Audit and in case of a firm of Company Secretaries, by the partner under whose supervision the Secretarial Audit was conducted. While conducting and signing Secretarial Audit Report, Company Secretary in Practice should ensure that he holds the valid certificate of practice number.

What are the rights and duties of Secretarial Auditor under the Companies Act, 2013?

Section 143 of the Companies Act, 2013 deals with powers and duties of Auditors. Sub-section (14) of the section provides that the provisions of this section shall mutatis mutandis apply to the Company Secretary in Practice conducting Secretarial Audit under section 204.

Is Secretarial Audit applicable to a private company which is a subsidiary of a public company?

Section 2(71) of the Companies Act, 2013 defines a “Public Company as one (a) Which is not a private company; (b) Has a minimum paid-up share capital of five lakh rupees or such higher paid-up capital as may be prescribed. 
The proviso to the definition states that “Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles

By this definition, it can be inferred that Secretarial Audit would be applicable to a private company which is a subsidiary of a public company, and which falls under the prescribed class of companies.

Company Secretary

company secretary  is a member of ICSI

Practicing Company Secretary

A member of the ICSI is entitled to practice after obtaining a Certificate of Practice from the ICSI Institute

company secretarial services

Company Secretary in Practice engages himself in the practice of the profession of company secretaries  in relation to,any company in the following areas .

  • Incorporation of Private and Public companies, limited by shares or guarantee, unlimited companies , their conversions and re-conversions.
  •  Alterations, modifications and changes with respect to the names of companies, objects, share capital, situation of registered office, amendments and alterations in the Memorandum and Articles of Association.
  •  Allotment, consolidation/sub-division of shares, share transfer and transmission, conversion of shares into stocks or warrants, issue of shares certificates, dematerialization of shares, forfeiture of shares etc.
  • Changes with respect to appointment, re-appointment, regularization, resignations, fixation and revisions of the remunerations of Directors, Managers, Company Secretary, Compliance officer, secretary in whole time practice, auditors, cost auditors, sole selling agents etc.
  • Procedures relating to Board Meetings, General meetings including the pre and post meeting formalities such as notice for the meetings, preparing resolutions etc
  • Procedural compliances with respect to the induction and expulsion of members, variation in membership rights.
  • Preparation of annual reports and annual accounts including Balance Sheet, Profit and loss account, income and expenditure statement, auditors report, directors’ report, statement on corporate governance, compliance certificate, directors, chairman’s statement etc.
  • Procedural requirements for creation, modification and satisfaction of charges and registration thereof by the Registrar of Companies.
  • Invitation, acceptance and renewal of public deposits, repayment of deposits and payment of interest.
  • Procedure for ascertainment, declaration and payment of interim and final dividend; management of unpaid and unclaimed dividend.
  • Maintenance of statutory books and registers as per the provisions of the Companies Act, 1956.
  • Procedures and compliances related to making inter-company loans, investments, guarantees, and providing of securities.
  •  Filing of the documents including the forms and the returns with the Registrar of Companies.
  • Registration of the documents with the Registrar of companies.
  • Drafting of the company documents including memorandum of Association, Articles of Association, agreements, allotment letter, contract of appointments, share certificates, debentures/bond certificates, proxies, dividend/interest/redemption warrants, fixed deposit receipts, share transfer documents, documents in relation to public offerings and listing, notices, resolutions and minutes of meetings.

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