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SECRETARIAL AUDIT. 12 th National Conference of PCS 15 th July 2011 Ooty , Tamilnadu DR.K.S.Ravichandran KSR&Co ., Company Secretaries, Bangalore, Chennai and Coimbatore. ARE THESE CONSTITUTE SECRETARIAL AUDIT?. Certification of Returns Secretarial Compliance Certificate

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secretarial audit
SECRETARIAL AUDIT

12th National Conference of PCS

15th July 2011

Ooty, Tamilnadu

DR.K.S.Ravichandran

KSR&Co.,

Company Secretaries,

Bangalore, Chennai and Coimbatore

KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore

are these constitute secretarial audit
ARE THESE CONSTITUTE SECRETARIAL AUDIT?
  • Certification of Returns
  • Secretarial Compliance Certificate
  • Corporate Governance Certificate
  • Due Diligence Audit
  • Board Process Audit

KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore

secretarial audit objective
SECRETARIAL AUDIT - OBJECTIVE

Assuring Owners, Creditors, Public, and Regulators that the affairs of the company are carried on in accordance with applicable laws, rules, regulations and memorandum and articles of association and agreements regulating the decision making process!

KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore

secretarial audit scope
SECRETARIAL AUDIT – Scope

Scope varies from company to company; industry to industry; depends upon types of company; depends upon applicable laws, rules and regulations; depends upon client stipulated outer limits; depends upon scope defined by law.

KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore

secretarial audit process
SECRETARIAL AUDIT - PROCESS

Secretarial Audit Master [SAM]

  • Data Collection – About the Company; About Applicable Laws, Rules and Regulations
  • Determining the Period and Scope of Secretarial Audit
  • Preparing a List of Preliminary Documents Requirements
  • Thorough Analysis of Inputs and Understanding Facts and Circumstances
  • Compilation of Chronological Order of Events
  • Analysis of Events, Applicable Provisions and Level of Compliance
  • Generation of Questionnaire – General and Specific
  • Administration of Questionnaire; Identifying Respondents and Collecting Responses
  • Preparing a Record of Findings and Conclusion
  • Identification of Grey Areas
  • Ironing out Differences of Opinion and Ambiguities
  • Management Representations, Legal Opinions, Judicial Pronoucnements and Articles Relied Upon
  • Preparation and Submission of Secretarial Audit Report

KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore

secretarial audit ready reckoner
Secretarial Audit – Ready Reckoner

Supplementary to Secretarial Audit Master – (SAM)

  • Acceptance Letter; Confirmation of Period and Scope; Fees and other Terms & Conditions;
  • Issue of Letter containing Preliminary Document Requirements;
  • Check List for Analysis of MoA and AoA
  • Category wise List of Applicable Laws; Rules and Regulations;
  • Updated Master Guide to Case Laws and Articles
  • Updated Modules for General Matters
  • Updated Modules that are Event Based
  • Category wise - Model Secretarial Audit Report

KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore

secretarial audit impact of judicial pronouncements
Secretarial Audit – Impact of Judicial Pronouncements
  • V B Rangaraj – Restrictions not in AOA not binding!
  • M.S.Madhusoodhanan – Agreement on Transfer of Shares binds Parties even though Company not a Party!
  • Modi Rubber Ltd v Guardian International – Agreement not void though provisions not in AoA!
  • Smt.PushpaKatoch v Manu Maharani Hotels Private Limited and Others
  • Western Maharashtra Development Corporation Ltd v Bajaj Auto Ltd
  • Messer Holdings Limited.
  • Premier Hockey Development P Ltd v Indian Hockey Federation

KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore

secretarial audit illustrative grey areas
Secretarial Audit – Illustrative Grey Areas
  • Sub-section (5) of Section 293
  • Ultra Vires
  • Donations to Charities
  • VCF and Negative List
  • Belated Allotment to Foreign Investors
  • Transfer of Shares – Contravention of Articles and Agreements

KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore

secretarial audit the three golden rules
Secretarial Audit – The Three Golden Rules
  • Audit until Discovery
  • Prepare Report – Fee will be equal to Management Appreciation
  • Failure to Point Out – GC 08th April and 18th May and so on!

KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore

secretarial audit points to ponder
Secretarial Audit – Points to Ponder
  • Industry does not mind Cost of Compliance
  • Regulatory Recognition and Empowerment will follow what Industry follows
  • Global Visibility
  • Scope and Benefits Unlimited

KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore