How would Secretarial Auditor go for the "Verification of Corporate Conduct" of XYZ Ltd. and how does he ensure that the Compliance of laws has been done effectively ?
CS Professional · Compliance Management, Audit and Due Diligence · PYQS · June 2024
How would Secretarial Auditor go for the "Verification of Corporate Conduct" of XYZ Ltd. and how does he ensure that the Compliance of laws has been done effectively ?
Answer & Explanation:
For Verification of Corporate Conduct of XYZ Ltd., the Secretarial Auditor will do the following steps: (i) Identification of Events/Corporate Actions: The Auditor shall identify events/ corporate actions that took place during the audit period. The identification shall be made by reviewing the website of the regulators, website of the Auditee, statutory records including books and papers, interaction with the Management and in any other appropriate manner. (ii) Events/Corporate Action: A corporate action is an event initiated by a company that brings or could bring an actual change to the working of the company, following are the events / Corporate actions: Investment made during the period under audit, Change in the burrowing limits, Issuance of the securities-equity or debt, Appointment of the KMPs, etc., as approved by its board of directors and/or shareholders. An action-based event may be defined as any activity that amends the functioning of an organization and impacts its stakeholders, including Shareholders, both common and preferred, as well as Lenders. These events are generally approved by the company's board of directors or shareholders of the company, some of the examples are given below for reference: Events/actions altering the Charter documents of the company; Changes in the Capital structure of the company; Change in the Affairs/ Management of the company; Change in the Licensing or permission for the business operation of the company; Casual Vacancy of statutory auditor / director / KMP; Borrowing in excess of limits specified in Section 180 of the Companies Act, 2013. (iii) Identification of Events/Corporate Actions: The Auditor is expected to identify the Corporate Actions front which a compliance requirement may arise. Corporate actions may primarily be identified from the following: Financial statements; Agenda and Notes on Agenda of Board/ Committee/ Members' Meetings; Minutes of the Board/ Committees/ Members' Meetings; Reporting and Filing to the regulators; Annual Report; Statutory Disclosures on website of the company, website of the Ministry of Corporate Affairs and on any other platform such as Stock Exchange; Third party sources which may include registrar and transfer agents, banks, financial auditor, stakeholders etc. (iv) Verification of Compliance: The Auditor shall verify all event and calendar-based compliances from the Records of the Auditee, database or website of the regulators and other relevant sources. The Auditor shall use systematic and comprehensive audit checklists for carrying out the audit and verifying the compliance requirements. The Auditor shall compile and validate the checklists for use in the audit process on the basis of information gathered about the Auditee and scope of the audit. It is a useful tool to ensure that no compliance point is missed or omitted while conducting the audit. The audit checklist should provide structure and continuity to an audit. Audit checklists should be reviewed and updated from time to time to meet the scope of audit and its effectiveness. The Auditor should verify the compliances of applicable laws and rules based on the information gathered by the Auditor. Conclusion: Hence by following these methods, the Auditor can not only verify but also ensure its compliance as per the Regulations.
Topics: Secretarial Audit / Compliance Management
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