Explain the role of a Company Secretary as a Secretarial Auditor in a company incorporated under the Companies Act, 2013 as well as in Certification Services except in representation services.
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2024
Explain the role of a Company Secretary as a Secretarial Auditor in a company incorporated under the Companies Act, 2013 as well as in Certification Services except in representation services.
Answer & Explanation:
Role of Company Secretary as Secretarial Auditor: Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, requires that the following classes of companies are required to obtain Secretarial Audit Report from Company Secretary in practice and shall annex the same with its Board's report made in terms of sub-section (3) of Section 134 of Companies Act, 2013: Every listed company; Every public company having a paid-up share capital of ₹50 crore rupees or more; or; Every public company having a turnover of ₹250 crore rupees or more. Every company having outstanding loans or borrowings from banks or public financial institutions of ₹100 crore rupees or more. Explanation: - The paid-up share capital, turnover, or outstanding loans or borrowings as the case may be, existing on the last date of latest audited financial statement shall be taken into account. Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake Secretarial Audit and shall annex with its Annual Report, a Secretarial Audit Report, given by a Company Secretary in Practice, in such form as may be specified. The Board of the company is required to explain in full any qualification or observation or other remarks made by the Company Secretary in Practice in his report. Role of Company Secretary in Certification Services: Rule 8 (12) of the Companies (Registration office and fees) Rules, 2014 provides that the following e-forms filed by companies, other than one person companies and small companies, under sub rule (1) of rule 9, shall be pre certified by the Chartered Accountant or the Company Secretary or as the case may be the Cost Accountant, in whole-time practice, namely:- INC-21, INC-22, INC-28, PAS-3, SH-7, CHG-1, CHG-4, CHG-9, MGT-14, DIR-6, DIR-12, MR-1, MR-2, MSC-1, MSC-3, MSC-4, GNL-3, ADT-1, NDH-1, NDH-2, NDH-3; The following e-forms filed by companies, other than one person companies and small companies, under sub- rule (1) of rule 9, shall be pre-certified in the following manner, namely: - GNL-1 - optional pre-certification by the Chartered Accountant or the Company Secretary or as the case may be the Cost Accountant, in whole-time practice; DPT-3 - certification by Auditors of the company; MGT-10 - certification by a Company Secretary in whole-time practice; AOC-4 certification by the Chartered Accountant or the Company Secretary or as the case may be by the Cost Accountant, in whole-time practice. MGT-7 CS in practice or in whole time management. E-form DIR-3 shall be filed along with attestation of photograph, identity proof and proof of residence of the applicant by the Chartered Accountant or the Company Secretary or as the case may be the Cost Accountant, in whole-time practice. E from DIR-3 KYC: Every Director who has been allotted DIN on or before the end of the financial year, and whose DIN status is 'Approved', would be mandatorily required to file form DIR-3 KYC before 30th September of the immediately next financial year which also require certification. Further, the company secretaries also provide the following certification services under various other regulations: Certification to the effect that all transfers have been completed within the stipulated time. Half-yearly certificate regarding maintenance of 100% security cover in respect of listed non-convertible debt securities. Certificate regarding compliance of conditions of corporate governance. Certification in case of offer/allotment of securities to more than 49 and up to 200 investors. Certificate that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority under Regulation 34(3) read with Schedule V Para-C Sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Topics: Company Secretary
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