Assumed discipline without insistence is the virtue to be adopted by all professionals in their course of conduct of their professionalism. Explain the application of this concept in relation to Secretarial Audit Report.

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2018
Assumed discipline without insistence is the virtue to be adopted by all professionals in their course of conduct of their professionalism. Explain the application of this concept in relation to Secretarial Audit Report.

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. The objectives of Secretarial Audit may be summarized as under: To check & report on compliances of applicable laws and Secretarial Standards To point out non-compliances and inadequate compliances To protect the interest of various stakeholders, i.e., the customers, employees, society etc. To avoid any unwarranted legal actions/penalties by law enforcing agencies and other persons as well. Under Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit is mandatory for - every listed company; every public company having a paid-up share capital of fifty crore rupees or more; or every public company having a turnover of two hundred fifty crore rupees or more. Such companies are required to annex a secretarial audit report with its Board's report, with the comments of the board on the same in case such report contains any qualification, reservation or adverse remark or disclaimer etc., if any. Since the Board has the overarching responsibility of ensuring transparent, ethical and responsible governance of the company, it is important that the Board processes and compliance mechanisms of the company are robust. To ensure this, the companies may get the Secretarial Audit conducted by a competent professional. The Board should give its comments on the Secretarial Audit in its report to the shareholders where such report contains any qualification, reservation or adverse remark or disclaimer etc.

Topics: Secretarial Audit

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