While conducting a Secretarial Audit, what particulars and records have to be verified to audit the corporate guarantee given by Subse Mehanga Textile Garments Limited to Universal Textile Clothing Limited, if Universal
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2017
While conducting a Secretarial Audit, what particulars and records have to be verified to audit the corporate guarantee given by Subse Mehanga Textile Garments Limited to Universal Textile Clothing Limited, if Universal Textile Clothing Limited is a wholly owned subsidiary of Subse Mehanga Textile Garments Limited.
Answer & Explanation:
Corporate Guarantee given by a holding company to its wholly-owned subsidiary is exempt from the provisions of Section 185 (Loan to Directors, etc.) and Section 186(3) (Loan and Investment by Company) of the Companies Act, 2013, read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014. However, the Secretarial Auditor shall ensure the following: Board Approval: The proposal to give guarantee must have been approved by the Board of Directors at its meeting, including the amount of guarantee. Filing with ROC: The company has filed Form MGT-14 with the Registrar of Companies within 30 days of the board meeting as required under Section 117(3)(g) read with Section 179(3)(f) of the Companies Act, 2013. Disclosures in Financial Statements: The company has made disclosures in its Financial Statements in this regard as required under Section 186(4) of the Companies Act, 2013. Prior Approvals from Public Financial Institutions: The company has obtained prior approvals from public financial institutions where any term loan is subsisting. Register Entries: Entries must be made in the register with respect to all guarantees, even if there is an exemption under Section 185 or Section 186.
Topics: Secretarial Audit
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