"Secretarial Audit is a process to check compliance with provisions of all applicable laws and rules/regulations/procedures." Elaborate and discuss provisions of the Companies Act, 2013 with regard to Secretarial Audit.

CS Professional · Ethics, Governance and Sustainability · PYQS · December 2017
"Secretarial Audit is a process to check compliance with provisions of all applicable laws and rules/regulations/procedures." Elaborate and discuss provisions of the Companies Act, 2013 with regard to Secretarial Audit.

Answer & Explanation:

Secretarial Audit is a process to check compliance with the provisions of all applicable laws and rules/regulations/procedures, maintenance of books, records etc., by an independent professional to ensure that the company has complied with the legal and procedural requirements and also followed due processes. In terms of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and a public company having a paid up share capital of ₹ 50 crore or more; or having a turnover of ₹ 250 crores or more shall annex with its Board's report a secretarial audit report given by a company secretary in practice. Secretarial Audit Report is required to be provided in the format prescribed in Form MR-3. 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. 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 secretarial audit report. Penalty for non-compliance: 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 one lakh rupees but which may extend to five lakh rupees.

Topics: Corporate Governance

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