Secretarial Audit Report
24
Secretarial Audit Report (SAR) Ch ll Ah d Challenges Ahead AJAY GARG, Team AGBians
description
In India, Companies Act, 2013 provides for compulsory Secretarial Audit by Listed Companies and other Public Companies where Paid Up Capital is 50 crores or more or turnover is 250 crores or more
Transcript of Secretarial Audit Report
Secretarial Audit Report (SAR) Ch ll Ah dChallenges Ahead
AJAY GARG, Team AGBians
Secretarial Audit Report
APPLICABILITY
p
APPLICABILITY S204(1) & R 9(1)(a)&(b)( ) ( )( ) ( )
Every Listed Company &Following Public CompanyFollowing Public Company
Paid up Share capital 50 Cr. or moreOOr
Turnover‐ 250 cr. or more
AJAY GARG, Team AGBians
Secretarial Audit Report
DUTY OF COMPANY
p
DUTY OF COMPANY S204(2)S204(2)
Give Assistance and Facilities to the C S t i P tiCompany Secretary in Practice
For Auditing the Secretarial and related records of the Company
AJAY GARG, Team AGBians
Secretarial Audit ReportpLaws, Statutes and Act covered under the Scope
Companies Act, 2013 and the Rules
Securities Contracts (Regulation) Act, 1956and the Rules
Th D it i A t 1996 R l tiThe Depositories Act, 1996, Regulationsand Rules
FEMA Act 1999 and Rules (FDI ODI ECB)FEMA Act, 1999 and Rules (FDI, ODI, ECB)
SEBI Act, 1992 Regulations and Guidelines
AJAY GARG, Team AGBians
Secretarial Audit Report
S (S S ) l i 2011
pLaws, Statutes and Act covered under the Scope
SEBI (SAST) Regulations, 2011
SEBI (Prohibition of Insider Trading)Regulations, 1992
SEBI (Issue of Capital and DisclosureRequirements ) Regulations, 2009
SEBI (ESOP & ESPS) Guidelines, 1999
SEBI (Issue & Listing of Debt Securities)Regulations, 2008
AJAY GARG, Team AGBians
Secretarial Audit ReportpLaws, Statutes and Act covered under the Scope
SEBI (Registrar to an issue and Share Transfer Agents) R l i 1993 Regulations,1993
SEBI (Delisting of Equity Shares) SEBI (Delisting of Equity Shares) Regulations, 2009
SEBI (Buyback of Securities) Regulations, 1998
AJAY GARG, Team AGBians
Secretarial Audit ReportpLaws, Statutes and Act covered under the Scope
AJAY GARG, Team AGBians
Secretarial Audit ReportpLaws, Statutes and Act covered under the Scope
AJAY GARG, Team AGBians
Secretarial Audit ReportpLaws, Statutes and Act covered under the Scope
AJAY GARG, Team AGBians
Secretarial Audit ReportpNon-financial Activities covered under the Scope
•Approvals and use of powers asper Articles of Associationper Articles of Association
•Periodic Compliance ChartE t B d C li Ch t•Event Based Compliance Chart
•Cross Verification of suchCompliances with Act andCompliances with Act andprovisions
AJAY GARG, Team AGBians
Secretarial Audit ReportpNon-financial Activities covered under the Scope
•Review of Policies and MechanismsadoptedI l i d M i i• Implementation and Monitoringthereof
•Review of Observations of variousReview of Observations of variousAuditors
•Replies of the management on theReplies of the management on theobservations / adverse comments ofauditors
AJAY GARG, Team AGBians
Secretarial Audit Reportp
A ti t k t
Non-financial Activities covered under the Scope
•Action taken report oncomments / observations ofauditorsauditors
•Directions given by Board andCommittee membersC b
•ATR and review of status of suchdirections
•Review of Returns filed•Review of Various Forms filed
AJAY GARG, Team AGBians
Secretarial Audit ReportpNon-financial Activities covered under the Scope
•Statutory Records, Books,Registers maintained undervarious Acts
•Review of the Constitution ofB d i V i C iBoard, its Various Committees
•Review of the meetings of theB d d it C ittBoard and its Committees
•Review of the Meetings of theShareholdersShareholders
AJAY GARG, Team AGBians
Secretarial Audit ReportpNon-financial Activities covered under the Scope
• Review of Notices andDispatch of the same
• Review of Corporate Actionsinitiated
R i f P lti dditi l• Review of Penalties, additionalfees and prosecution initiatedby the authorities,departments, officers undervarious Acts
AJAY GARG, Team AGBians
Secretarial Audit ReportpNon-financial Activities covered under the Scope
• Remuneration and itsApproval by Board /Committees / shareholdersCommittees / shareholders
• Approvals and consents ofGovernment authoritieswherever required
• Registrations under VariousActs wherever requiredActs, wherever required
• Review of Public Noticeswherever requiredq
AJAY GARG, Team AGBians
Secretarial Audit ReportpNon-financial Activities covered under the Scope
• Updating of Website and theprovisions of law
• Eligibility, Assessment andDisclosures by the DirectorsKPM and other Key PersonsKPM and other Key Persons
• Applicability and complianceof Standards – Secretarial,of Standards Secretarial,Accounting, Auditing andothers
AJAY GARG, Team AGBians
Secretarial Audit Reportp
AJAY GARG, Team AGBians
Secretarial Audit Reportp
AJAY GARG, Team AGBians
Secretarial Audit Reportp
AJAY GARG, Team AGBians
Secretarial Audit Reportp
AJAY GARG, Team AGBians
Secretarial Audit Reportp
Sec 204 (3) & 134 (3)(f)(ii)Sec 204 (3) & 134 (3)(f)(ii)
For A Q lifi tiAny QualificationObservationOther Remarks
In Secretarial Audit Report
AJAY GARG, Team AGBians
Secretarial Audit Reportp
Penal provisions
Fine (Individually)
AJAY GARG, Team AGBians
Secretarial Audit Reportp
Section 2(59)
AJAY GARG, Team AGBians
“Life’s challenges are not supposed to paralyze you,They’re supposed to help you discover who you are”y pp p y y
