"Secretarial Audit ensures adherence to good governance practices." Discuss and describe provisions of the Companies Act, 2013 related to Secretarial Audit.
CS Professional · Ethics, Governance and Sustainability · PYQS · December 2019
"Secretarial Audit ensures adherence to good governance practices." Discuss and describe provisions of the Companies Act, 2013 related to Secretarial Audit.
Answer & Explanation:
Secretarial Audit is a process to check compliance with the provisions of all applicable laws and rules/regulations/procedures, adherence to good governance practices with regard to the systems and processes of seeking and obtaining approvals of the Board and/or shareholders, as may be necessary, for the business and activities of the company, carrying out activities in a lawful manner and the maintenance of minutes and records relating to such approvals or decisions and implementation. Section 204 of Companies Act 2013 provides for Secretarial audit for bigger companies. In this regard, the following are pertinent : (1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board's report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in Form number MR.3. For the purposes of sub-section (1) of section 204, the other class of companies has been detailed in Rule 9 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 which is as under- 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. (2) It shall be the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company. (3) The Board of Directors, in their report made in terms of sub-section (3) of section 134 of the Companies Act. 2013, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report under section 204(1). (4) If a company or any officer of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default, shall be punishable with fine which shall not be less than ₹1 lakh rupees but which may extend to ₹5 lakh rupees.
Topics: Corporate Governance
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