Concept of Secretarial Audit has been gaining momentum over the last ten years. Independent Professionals play a constructive role in enabling the government to permit the corporate bodies to switch over to an era of self-regulation.
Government will be able to realize and recognize the need for Secretarial Audit only by giving the due statutory recognition to such an Audit. It will then be obligatory on the part of the Company to have a secretarial audit on its own. By subjecting to secretarial audit, the Board of Directors would be able to be rest assured regarding compliance of various provisions affecting corporate entities and thus justify their bonafide intentions of not being a party, directly or indirectly, to any technical error, commission or omission, violation or contravention, breaches and non- compliance. This will also enable the Directors to take measures to mitigate the consequences of any offenses they might have committed unknowingly. With multiplicity of laws dealing with corporate functions and the alarming increase in the implications thereof, secretarial auditor will act as a catalyst and would be able to support the Board of Directors and the Government.
The inherent objectives of secretarial Audit are:
We provide our clients with the following types of Secretarial Audit:
The Securities and Exchange Board of India (SEBI) has directed all listed Companies to subject themselves to a secretarial audit undertaken by a qualified chartered accountant or Company secretary. The move is aimed at reconciliation of total shares held in CSDL, NSDL and in physical form with the admitted, issued and listed capital of Companies, says a SEBI release. Following this audit, SEBI has also asked Companies to submit a quarterly audit report to the stock exchanges where their original shares are listed. Any differences observed are required to be brought to the notice of SEBI and depositories immediately.
Every Public Unlisted Company is required to conduct auditing by a professional preferably, Company Secretaries only if Any notice is delivered from ROC or any other authority. Such an audit comments and presents Auditors view on the proceedings of the Company, also it states whether the Company has complied with all the provisions of Companies Act, 2013, SEBI and other relevant acts and presents its adverse comments on the same, if any.
Every Public Unlisted Company is required to conduct auditing by a professional preferably, Company Secretary on yearly basis. Such an audit comments and presents Auditors view on the proceedings of the Company, also it states whether the Company has complied with all the provisions of Companies Act, 2013, SEBI and other relevant acts and presents its adverse comments on the same, if any.
Ministry of Heavy Industries and Public Enterprise has formulated guidelines on Corporate Governance for Central Public Sector Enterprises. These guidelines have evolved through a consultation process where the stakeholders have participated. These Guidelines keep in view the provisions in the relevant laws, rules and instructions. These guidelines on corporate governance are formulated with the objective that the Central Public Sector Enterprises follow the guidelines in their functioning. Proper implementation of these guidelines would protect the interest of shareholders and relevant stakeholders.
The reserve bank of india vide it's circular no. DBOD NO. BP. BC.46/08.12.001/2008-09 dated September 19,2008 advised all to scheduled commercial banks(excluding RRBs and LABs) to obtain regular certificate by professional, preferably by a Company Secretary, regarding compliance of various statutory prescription that are in vogue, as per specimen given ion the notification. The practicing Company Secretary is required to certify compliance in respect of matters specified in the RBI Circular No. NO. BP. BC.46/08.12.001/2008-09 dated September 19, 2008. Para (2) (iii) of the RBI Circular specifies that the Due diligence Report shall be in the format given in the Annexure III thereto. The format has been subsequently revised and streamlined by RBI.
SEBI (Security and Exchange board of India) vide it's Circular Number 20091016-5 as on 16th October, 2009 has directed to carry out complete Internal Audit on half yearly basis by Charted Accountants, Company Secretaries and Cost and Management Accountant who are in practice and who do not have any conflict of interest. To make the audit effective certain additional areas such as provisions relating to Prevention of Money Laundering Act, Investor Grievances, Handling Mechanism, Power of Attorney received from investors, status of compliance of last audit/inspection are to be covered