Transcript 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
Sunday, July 17, 2016
1
 Certification
of Returns
 Secretarial Compliance
Certificate
 Corporate Governance
Certificate
 Due Diligence Audit
 Board Process Audit
KSR&Co., Company Secretaries,
Bangalore, Chennai and
Coimbatore
Sunday, July 17, 2016
2
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
Sunday, July 17, 2016
3
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
Sunday, July 17, 2016
4
Secretarial Audit Master [SAM]
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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
Sunday, July 17, 2016
5
Supplementary to Secretarial Audit Master – (SAM)
1.
Acceptance Letter; Confirmation of Period and
Scope; Fees and other Terms & Conditions;
2.
Issue of Letter containing Preliminary Document
Requirements;
3.
Check List for Analysis of MoA and AoA
4.
Category wise List of Applicable Laws; Rules and
Regulations;
5.
Updated Master Guide to Case Laws and Articles
6.
Updated Modules for General Matters
7.
Updated Modules that are Event Based
8.
Category wise - Model Secretarial Audit Report
KSR&Co., Company Secretaries,
Bangalore, Chennai and
Coimbatore
Sunday, July 17, 2016
6
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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.Pushpa Katoch 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
Sunday, July 17, 2016
7
 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
Sunday, July 17, 2016
8
 Audit
until Discovery
 Prepare Report – Fee will be
equal to Management
Appreciation
th
 Failure to Point Out – GC 08
April and 18th May and so on!
KSR&Co., Company Secretaries,
Bangalore, Chennai and
Coimbatore
Sunday, July 17, 2016
9
 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
Sunday, July 17, 2016
10