Decide the applicability of Secretarial audit of following companies for the year ending on 31st March, 2023 on the basis of information available as per latest audited financial statement, citing the relevant provisions

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2023
Decide the applicability of Secretarial audit of following companies for the year ending on 31st March, 2023 on the basis of information available as per latest audited financial statement, citing the relevant provisions of the Companies Act, 2013: (ii) Z Ltd. (unlisted) having a turnover ₹200 crore on 31st December 2022 and finally the company achieved the turnover of ₹300 crore on 31st March 2023.

Answer & Explanation:

Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provides that a Secretarial Audit Report, given by a Company Secretary in practice, in Form MR-3, shall be annexed with its Board's Report made in terms of sub-section (3) of section 134 for: 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; or Every Company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more. Explanation: For the purposes of sub-rule 9, it is hereby clarified that 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. In view of above provisions: (ii) Z Ltd. (unlisted): Turnover as on 31st March, 2023 (last date of latest audited financial statement) is ₹300 crore. Secretarial audit is applicable on Z Ltd. as the turnover of ₹300 crore as on 31st March 2023 (as per explanation) which is within the prescribed limit of ₹250 crore or more.

Topics: Companies Act, 2013

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