Mr. Alok Kumar, retired Chairman of South Bank Ltd., is recently appointed as Independent Director of Trans Power Limited, a Listed Company for the period of 3 years. While submitting the declaration under section 149 of
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2017
Mr. Alok Kumar, retired Chairman of South Bank Ltd., is recently appointed as Independent Director of Trans Power Limited, a Listed Company for the period of 3 years. While submitting the declaration under section 149 of the Companies Act, 2013, he asked about the requirements of Secretarial Audit, periodicity of the Secretarial Audit Report and its reporting requirements. Prepare the brief note.
Answer & Explanation:
Requirement Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provides mandatory Secretarial Audit for following class of Companies: Every listed company; Every public company having a paid-up share capital of fifty crore rupees or more; and Every public company having a turnover of two hundred fifty crore rupees or more Periodicity It is recommendatory that the Secretarial Audit to be performed periodically and report of the Secretarial Audit to be placed before the board at a regular intervals. This helps the company in initiating corrective measures in time and strengthening the compliance mechanism and processes. The Secretarial Audit report shall be given according to the financial year of the company. Reporting Requirement The Secretarial Audit Report shall be in Form No. MR-3 addressed to the members. The qualification / reservation or adverse remarks, if any, should be stated by the Secretarial Auditor at the relevant place in his report in bold type or in italics. As per Section 204(1) the Secretarial Audit report shall be annexed with the Board's report of the Company made under section 134(3) of the Companies Act, 2013. The Board of Directors, in their report made in terms of sub-section (3) of Section 134, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report under sub-section (1) of Section 204 of the Companies Act, 2013.
Topics: Secretarial Audit
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