CK has been appointed a Secretarial Auditor of FP Pvt. Ltd, a rapidly growing company with diverse business operations. As a part of his role, he is responsible for all secretarial compliance and during reviewing secreta

CS Professional · Compliance Management, Audit and Due Diligence · PYQS · June 2025
CK has been appointed a Secretarial Auditor of FP Pvt. Ltd, a rapidly growing company with diverse business operations. As a part of his role, he is responsible for all secretarial compliance and during reviewing secretarial compliances for the financial year 2024-25, he identifies potential gaps in the Board Process compliance. Draft guidelines for verifying Board Processes, giving various provisions mandating Board Processes.

Answer & Explanation:

Various provisions mandating Board Processes: Provisions with respect to Board Processes may include: Meetings of Board and Committees Meetings of Committees that exercise powers of the Board u/s 179 of the Companies Act, 2013 Meeting of Members Board's performance evaluation and training Appointment and resignation of the members of the Board Role of Auditor in the verification of Board Processes The Auditor shall verify notice of the meetings, minutes, and supporting records, including the agenda, to satisfy himself whether the Auditee has complied with the applicable laws, rules, regulations, guidelines, standards and defined internal processes (defined internal processes to be explained). Many corporates have manuals for Board Processes, in such cases, the Auditor should verify whether the Auditee has complied with the policy and processes laid down in the manual of the Auditee. Deviations, if any, observed during the course of audit from the policies and processes laid down in the manual adopted by the Board. Directors, collectively called Board of Directors, in fulfilling the fiduciary objectives need to ensure that the company adheres to transparent, ethical and responsible governance of the company. It is, therefore, important that the Board processes of the company are robust. The board process refers to the processes followed for decision making by the Board and its committees. They can be broadly divided into two parts namely: - Part A – Board Structure Part B – Board Systems and Procedures Board Composition the auditor shall verify: Overall composition of the Board including the minimum and maximum strength of the Board as per provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Articles of Association and provisions of other Acts/rules/regulations as may be applicable to the Company. Optimum combination of Executive, Non-executive, Independent, Non-independent, retiring, non-retiring, woman, nominee in the Board as per provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Articles of Association, agreement with Lenders/Investors and provisions of other Acts/rules/regulations as may be applicable to the company. Eligibility criteria including qualifications of Directors in accordance with the provisions/principles laid down in the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Articles of Association and provisions of other Acts/rules/regulations as may be applicable on the Company. The constitution and composition of Committees of the Board. Board Processes: The Auditor shall verify that the decisions of the Board and its Committees are taken and recorded in compliance with applicable laws, rules, regulations, guidelines, standards and defined internal processes, if any. In case of conflict between various provisions the stricter compliance to be verified.

Topics: Secretarial Audit

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