The Board of Directors of ATP Ltd. authorized its one of the Directors X to appoint Secretarial Auditor of the Company. Can X do so as per the provisions of the Companies Act, 2013? Also explain pre-engagement meeting in

Section 179(3)(k) of Companies Act, 2013 read with Rule 8(4) of Companies (Meeting of Board and its Powers) Rules, 2014 requires that the Internal Auditor and Secretarial Auditor of the company shall be appointed by passing a resolution at a duly convened meeting of the Board. Therefore, the appointment of Internal Auditor/Secretarial Auditor cannot be made by passing a resolution by circulation. Further, the said appointment cannot be made by Key Managerial Personnel or Senior Management, even if authorised by the Board in this regard. In view of above, X cannot appoint the Secretarial Auditor of ATP Ltd. even if authorised by the Board in this regard. Pre-Engagement Meeting in the Audit Engagement Process: Before accepting the Audit Engagement, the Auditor should have a pre- engagement meeting with the Auditee. The meeting may inter-alia include discussion about the terms of engagement, prior year audit findings and conclusions, appropriateness of reporting framework, understanding Auditee's business operations and environment including internal control system, commercial terms of the audit and the timelines and milestones, if any, for conducting the Audit and submission of the Audit Report. Auditor shall disclose in the pre- engagement meeting conflict of interest, if any, with the Auditee. The Auditor shall be under Confidentiality obligation with respect to the information obtained during the pre-engagement meeting.