1 Secretarial Audit - An Overview

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1 1 Secretarial Audit - An Overview! Secretarial Audit Concept! Objective, Scope of Secretarial Audit! Benefits and Beneficiaries! Secretarial Audit Process This Chapter Includes! Professional Responsibilities and Penalties! Secretarial Audit Report Format Marks of Short Notes, Distinguish Between, Descriptive & Practical Questions SHORT NOTES Dec [7] Write notes on the following: (ii) Secretarial audit (4 marks) Answer: Please refer June [2] (a) on page no

2 2.2 O Solved Scanner CS Prof. Prog. M-I Paper 2 (New Syllabus) DISTINGUISH BETWEEN Dec [2] (c) Distinguish between the following : (i) Compliance certificate and secretarial audit. (3 marks) Compliance Certificate and Secretarial Audit As per section 383 A every company having a paid up share capital of `10 lacs or more and not required to appoint a whole time secretary is required to file with The Registrar of Companies a compliance certificate from a company secretary in practice and also attach a copy of that certificate with The Boards Report. Secretarial Audit is wider in ambit and denotes a check on numerous legal compliances and also the process carried out by concerned company. The scope of compliance certificate would comprise of certification of the compliance of various requirements under The Companies Act 1956 whereas secretarial Audit is a much wide term, secretarial Audit report should setout in the detail the scope of the work, his observations on irregularities noticed weakness in the policies and procedures etc. Secretarial audit is voluntarily adopted by companies as a good governance practice. DESCRIPTIVE QUESTIONS Dec [3] (a) In what way can the secretarial audit be used as a tool for good governance of companies? (8 marks) Secretarial Audit ensures the following benefits to various stakeholders: C Benefits to the Government C Ensuring professionalism in management C Better compliance of laws, rules and regulations etc. C Effective regulation of companies C Building up of corporate culture. C Timely availability of authentic documents at the office of ROC for public inspection. Benefits to the Companies C Instilling professionalism C Effective control and proper corporate governance C Avoiding disputes and litigation by law enforcing agencies. C Improving corporate image.

3 [Chapter # 1] Secretarial Audit - An Overview O 2.3 Benefits to Fls/SFCs/SIDCs and other institutional Investors/Creditors C Assurance that the affairs of the assisted company are being conducted as per law. C Timely creation of security; C Availability of documents for inspection at the offices of ROCs. C Facilitating timely intervention as and when warranted. Benefit to Non - Executive/Nominee Directors. C Strengthening the institution of directors. C Encouraging the participation of directors. C Encouraging to participate actively and to contribute independently in company's affairs. Benefits to share holders and debentures holders C Faster registration of securities transaction C Assurance as to proper compliance with laws, rules, regulations, etc. and ensures that the owners stake is not being exposed to undue risk. C Improved investor confidence Dec [3] (a) State the objectives of secretarial audit. (4 marks) Objectives of Secretarial Audit Economic, industrial and corporate laws impose numerous obligations for compliance on companies in order to subserve the needs of the public, investors, employees, shareholders and creditors. Introduction of Secretarial Audit will help in ensuring adequate compliance with the provisions of various laws, and by providing effective follow - up by an independent professional. The Secretarial Audit report highlights that the various provisions under the legislations applicable to the company have been complied in. It vouches that the company and the top management have duly complied with all the requirements of the Acts covered. Such an audit thus, helps the administering authorities and institutions which have extended financial assistance to the companies. The whole objectives of secretarial audit is not to find fault in the working of companies but to regulate the same. It is possible through pressure of work or over sight or for any other cause that the company concerned has not established compliance with some statutory or contractual requirement. Such non - compliances will come to light if an outside person looks into the same and corrective action can be taken at the earliest to ensure effective compliance with the obligations June [4] (b) As a Practising Company Secretary, you have been appointed as secretarial auditor of Lilly Ltd. Explain briefly how you would undertake the process of secretarial audit. (10 marks)

4 2.4 O Solved Scanner CS Prof. Prog. M-I Paper 2 (New Syllabus) A practicing company Secretary should follow the following process for conducting secretarial audit. 1. Before embarking on an assignment one should familiarise himself thoroughly with the relevant Acts, Rules, Regulations, Order, Notifications, Guidelines, Clarifications and other material issued by the Government from time to time. 2. Where the position of law is not clear he should request the company to obtain legal opinion in order to be doubly sure about the compliances. 3. Where certain facts cannot be personally checked, he should obtain a certificate from the company in order to assure himself that proper compliances have been made. 4. He should also keep himself abreast of latest judicial pronouncements on all important issues. 5. He should also keep himself abreast of the Rules, Regulations, Orders, Guidelines etc. framed under the Companies Act, the Competition Act, and other relevant legislations. 6. The Secretarial Auditor/Consultant should preserve the working sheets and other papers, the details of the documents inspected, prepared etc. for future reference and queries if any. 7. While under taking secretarial Audit/Consultancy, as required, the following should be examined carefully: (i) Memorandum and Articles of Association (Extent of applicability of table A). (ii) Certificate of Incorporation. (iii) Certificate of Commencement of Business. (iv) Annual Reports. (v) Minutes Books of Board/Committee/General Meeting. (vi) Register of Members/Debenture holders (vii) Register of Directors. (viii) Register of Loans, Guarantee, Security and Investments. (ix) Register of Charges. (x) Foreign Register of Members and Debenture holders, if any. (xi) Copies of Annual Returns. (xii) Register of Contracts. (xiii) Register of Directors' shareholdings. (xiv) (xv) (xvi) Share Transfer Books. Correspondence with the Ministry of Corporate Affairs, Register of Companies, MRTP Commission, Ministry of Industry, Ministry of finance, Stock exchanges etc. Listing Agreement with the Stock Exchange.

5 [Chapter # 1] Secretarial Audit - An Overview O 2.5 (xvii) Register of Investments of the company not held in its name. (xviii) Register of Buy - Back of Securities under Section 77A (9). (xix) Copies of various e-forms filed under Section 610 B of the Companies Act, (xx) Various advertisement/press release issued by the company during the year. (xxi) Other Registers as may be notified from time to time under various rules. As soon as the assignment is over, the Secretarial Auditor should submit his report to the Board of Directors. He may submit interim reports also from time to time if necessary. The report should set out in detail the scope of the work, his observations on irregularities noticed, weakness in the policies and procedures etc Dec [5] (b) Nalini, a Practising Company Secretary, was engaged to perform secretarial audit of Hindustan Fibres Ltd. Draft the audit report to be submitted by her, assuming at least three qualifications. (10 marks) To The Board of Directors Hindustan Fibres Ltd. I have examined the registers, records and documents of Hindustan Fibres Ltd ( the company ) for the financial year ended on March 31,2010 according to the provisions of- 1. The Companies Act, 1956 and the Rules made under that Act; 2. The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act; 3. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ); (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and 4. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made under the Act; and 5. The Equity Listing Agreements with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. A. Based on my examination and verification of the registers, records and documents produced to me and according to the information and explanations given to me by

6 2.6 O Solved Scanner CS Prof. Prog. M-I Paper 2 (New Syllabus) the Company. I report that the Company has, in my opinion, complied with the provisions of the Companies Act, 1956 (the Act) and the Rules made under the Act and the Memorandum and Articles of Association of the Company, with regard to: (a) maintenance of various statutory registers and documents and making necessary entries therein; (b) closure of the Register of Members; (c) forms, returns, documents and resolutions required to be filed with the Registrar of Companies and Central Government; (d) service of documents by the Company on its Members, and the Registrar of companies; (e) notice of Board meetings and Committee meetings of Directors; (f) the meetings of Directors and Committees of Directors including passing of resolutions by circulation; (g) the 17th Annual General Meeting held on June 20, (h) requirements under section of the Act read with Companies (Court) Rules, and the Order of the Hon ble High Court of Delhi with regard to amalgamation of XYZ Private Limited with the Company. (i) (j) (k) (l) minutes of proceedings of General Meetings and of Board and other meetings; approvals of the Members, the Board of Directors, the Committees of Directors and government authorities, wherever required; constitution of the Board of Directors/ Committee(s) of directors and appointment. retirement and re-appointment of Directors including the Managing Director and Whole-time Directors. payment of remuneration to the Directors including the Managing Director and Whole-time Directors. (m) appointment and remuneration of Auditors and Cost Auditors. (n) transfers and transmissions of the Company s shares, issue and allotment of shares and issue and delivery of original and duplicate certificates of shares; (o) declaration and payment of dividends; (p) transfer of certain amounts as required under the Act to the Investor Education and Protection Fund; (q) borrowings and registration, modification and satisfaction of charges ) investment of the Company s funds including inter corporate loans and investments and loans to others (s) (t) giving guarantees in connection with loans taken by subsidiaries and associate companies. form of balance sheet as prescribed under Part I of Schedule VI to the Act and requirements as to Profit & Loss Account as per Part II of the said Schedule;

7 [Chapter # 1] Secretarial Audit - An Overview O 2.7 (u) contracts, common seal, registered office and publication of name of the Company, and (v) generally, all other applicable provisions of the Act and the Rules made under that Act. B. I further report that: (a) The Directors have not complied with the requirements as to disclosure of interests and concerns in contracts and arrangements, shareholdings /debenture holdings and directorships in other companies and interests in other entities; (b) the Directors have not complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Company s Code of Business Conduct & Ethics (COBE) for Directors and (c) Management Personnel; the Company has obtained all necessary approvals under the various provisions of the Act. (d) there was no prosecution initiated against or show cause notice received by the Company and no fines or penalties were imposed on the Company during the year under review under the Companies Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against the Company, its Directors and Officers. C. I further report that the Company has not complied with the certain provisions of the Depositories Act, 1996 and the Bye-laws framed under that Act by the Depositories with regard to dematerialisation/rematerialisation of securities and reconciliation of records of dematerialised securities with all securities issued by the Company. D. I further report that: (a) the Company has complied with the requirements under the Equity Listing Agreements entered into with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited; (b) the Company has complied with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (c) the Company has complied with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the provisions with regard to disclosures and maintenance of records required under the Regulations; (d) the Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 including the provisions with regard to disclosures and maintenance of records required under the Regulations; and

8 2.8 O Solved Scanner CS Prof. Prog. M-I Paper 2 (New Syllabus) (e) the Company has not complied with the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 with regard to implementation of Employee Stock Option Scheme, grant of Options and other aspects. Signature of Company Secretary C.P. No. DECLARATION I a member of the Institute of Company Secretaries of India, do declare that I am a Secretary in whole-time practice as defined in Section 2(2) of the Company Secretaries Act, 1980 and hence am I qualified to undertake Secretarial Audit of your company. I do further declare that I do not suffer from any of the disqualifications set out in the Guidance Note issued by the Institute of Company Secretaries of India. Signature Certificate of Name Practice No.. Address Membership No. Place: Date: PRACTICAL QUESTIONS June [2] (a) Secretarial audit could reduce the number of prosecutions by Government and improve investors confidence, thereby resulting in a healthy and orderly development of the corporate sector. Explain. (5 marks) 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 due process. It is essentially a mechanism to monitor compliance with the requirements of stated laws and process. The Ministry of Corporate Affairs, Government of India released CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009 on December 21, The preamble to Guidelines states that these guidelines provide for a set of good practices which may be Voluntarily adopted by the public companies. Private companies, particularly the bigger ones may also like to adopt these guidelines. Further Companies Bill 2012, states that every listed company and company belonging to other class of companies as may be prescribed shall annex with its Board s

9 [Chapter # 1] Secretarial Audit - An Overview O 2.9 report a Secretarial Audit Report given by a company. Secretary in Practice, in such form as may be prescribed. It shall be 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. The Board of Directors, in their report shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report. If a company or any officer of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default shall be punishable with fine which shall not be less than ` one lac but which may extend to ` 5 lac. The objective of the Secretarial Audit may be briefed as under: (i) To check and report on compliances. (ii) To point out non-compliances and inadequate compliance. (iii) (iv) 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 June [4] (b) Sunil is a Company Secretary holding certificate of practice. He has accepted the assignment of secretarial audit of XYZ Ltd. for the financial year ended 31 st March, He received the notice of his assignment on 15 th April, 2010 and signed the audit report on 30 th June, It is noticed that Sunil ceased to be a Company Secretary in practice from 1 st June, Examine the validity of the report dated 30 th June, 2010 signed by Sunil. (5 marks) The Board appointed Mr. Sunil as Secretarial Auditor. He was company secretary holding certificate of practice. While Sunil received the notice on 15 th April 2010 he was practising company Secretary where as on the date of signing of Audit Report he was not company secretary in practice in terms of Company Secretary Act, Hence report submitted as company secretary in practice was not valid.

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