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Quick insights into compliance requirements under Companies Act,2013:

  • Hold at least 4 board meetings in a year with not more than 120 days between the two consecutive meetings.
  • Appoint an auditor at AGM through ordinary resolution. Also, file form ADT-1 with ROC for intimating such appointment. Can be appointed for 5 years.
  • Every director, in each year is required to submit a disclosure of his/her interest in every other registered entity in Form MBP-1.
  • Hold an Annual General Meeting (AGM), each year within 6 months from the end of financial year
  • File company’s financials within 30 days from the date of its annual general meeting in e-Form AOC-4.
  • File annual return in form MGT-7 within 60 days of holding AGM.
  • Director who has been allotted DIN as on 31st March and status is approved, shall file DIR-3 KYC with the concerned ROC.
  • File return of allotment in form PAS-3 within 30 days of allotment of shares with ROC
  • File form DPT 3 for return of deposit
  • File CHG-1 in case of Application for registration of creation of charge, within 30 days of its creation.
  • File SH -11 return with respect of Buy back of Securities.
  • File DIR 12 for intimating particular for Appointment of Director, KMP and changes amongst them with ROC within 30 days of appointment or change.
  • File MR 1 with ROC within 30 days of appointment of MD/WTD/Manager.
  • Maintain certain statutory registers at company’s registered office.
  • Minutes must be prepared within 15 days of holding a meeting and are to be finalized within 30 days.

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About

Secretarial audit is a key attribute of good governance and entails a detailed check into company’s policies, procedures and standards to identify areas of compliance and of non-compliance.

Applicability: Following companies are mandatorily subject to secretarial audit

  • Listed Company
  • Every public company having a paid-up share capital of 50 Crore or more; or
  • Every public company having a turnover of 250 Crore or more; or
  • Every company having outstanding loans or borrowings from banks or public financial institutions of 100 Crore or more.

 

Secretarial auditor is required to report on various applicable acts comprising of Companies Act, SEBI regulations, FEMA provisions, Depositories Act, 1996, Secretarial Standards and various other laws depending on the type and nature of entity.

 

Document Required

Certificate of Incorporation along with Memorandum and Articles of company

All statutory Registers and Returns such as:

  • Register of members and other security holders
  • Register of investments, loans, guarantee or security given
  • Register of deposits
  • Register of charges (creation)
  • Register of directors, manager & secretary

Periodical Returns:

  • Financial statements
  • Annual Return
  • Director’s and Auditor’s report

 

Documents of Annual General Meeting:

  • Notices with agenda
  • Minutes
  • Attendance registers

 

Directors / Officers

  • Appointment of officers
  • Vacation of office of directors
  • Retirement of directors
  • Removal of directors

Details of filings with various regulatory authorities

Details of material contracts or arrangements

Minute meeting book

Relevant approvals with ROC or stock exchange or any other regulatory body

What You Get

  • Thorough and detailed inspection of records
  • Well thought out assurance aligned to your company’s strategic needs.
  • Assistance in audit scoping and planning
  • Professional guidance and support throughout the process
  • Secretarial audit report issued in designated format

Advantage

Secretarial audit offers gamut of advantages, some of them are mentioned below:

  • Assurance that the company’s affairs are being conducted in accordance with statutory requirements.
  • Substantially reduces the burden of the law-enforcement authorities
  • Leads to a strong internal control system and compliance management system.
  • Add value and helps improve the effectiveness of risk management, control, and governance practices existing in an organization.
  • Effective due diligence exercise for the prospective acquirers.

Time Duration

Secretarial auditor is required to submit it’s report which is attached to the company’s boards report. Secretarial audit is considered to be a continuous process.

Faq's

Q1. Whether secretarial audit is mandatory?

Law specifies certain classes of companies that are mandatorily required to get secretarial audit. However, its prescribed to get secretarial audit even if company doesn’t fall in the ambit of mandatory requirement as a part of good governance practice as it assures timely and adequate compliances.

Q2. What is the periodicity of secretarial audit?

Secretarial auditor submits its report which is annexed to the boards report. It’s advised to carry out secretarial audit periodically and on a continuous basis to ascertain non-compliance and take corrective actions well in time

Q3. Would secretarial audit be applicable to private company which is a subsidiary of public company?

As per the law, a private company which is a subsidiary of a public company shall be classified as “deemed public company” and if such deemed public company falls within the limit as prescribed for conducting secretarial audit. Then, the provisions of audit shall be applicable to such private company as well.

Q4. Is there any restriction on quantum of secretarial audits?

Limit of 10 secretarial audits shall be allowed per partner/PCS. In case of peer review, 5 additional limit of secretarial audit per partner/PCS be allowed.

Q5. What is the penalty applicable in case of incorrect audit report?

If any incorrect audit report, return or any statement which is false or omits material facts is issued, such person shall be liable u/s 447 of Companies Act,2013

Further, section 204 of Companies Act mentions that company secretary in practice who contravenes this section would be liable for fine which may extend to 5 lakh rupees.

 

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