You are appointed as a Company Secretary of Aparana Pvt Ltd. You have to conduct the audit for the flrnancial year 2019-20. Draft the guidelines for verification of Board Composition & Board Process as per the CSAS-4

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2021
You are appointed as a Company Secretary of Aparana Pvt Ltd. You have to conduct the audit for the flrnancial year 2019-20. Draft the guidelines for verification of Board Composition & Board Process as per the CSAS-4 (Auditing Standard on Secretarial Audit).

Answer & Explanation:

As per ICSI CSAS-4 clause (3): 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. As per ICSI CSAS-4 clause (4): 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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