What is Secretarial Audit

Secretarial Audit is an independent process assuring to add value and improve an organization’s operations. It helps to bring a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.

An audit is to be on the principle of “Prevention is better than cure”. It strengthens the image and goodwill of a company in the minds of regulators and stakeholders. It acts as an effective compliance risk management tool or a governance tool.

The benefits are available to the following stake holders of the company-

• Promoters
• Executive directors
• Officers of the company
• Regulators
• Government authorities
• Investors
• Banks
• Creditors and consumers and others

• To check compliance with the provisions of various laws and rules/ regulations/procedures, maintenance of books, records etc
• By an independent professional
• To make sure that the legal and procedural requirements are complied with
• Also followed the due process
• It is essentially a mechanism to monitor compliance with the requirements of stated laws

Every company to which secretarial report applies –

• It shall be prepared by a Company Secretary in Practice
• It shall be prepared in Form MR 3
• Annexed with Board’s Report, considering the increasing importance of Corporate Governance

• Companies Act, 2013 and the rules made thereunder
• Securities Contracts (Regulation) Act, 1956 (‘SCRA’), and the rules made thereunder
• Depositories Act, 1996, and the rules made thereunder
• Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment, and External Commercial Borrowings
• Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)
• Reporting on the compliance of secretarial standards issued by the Institute of Company Secretaries of India
• Reporting on Compliances with the Listing Agreement
• Reporting on compliance of ‘Other laws as may be applicable specifically to the company which shall include all the laws which are applicable to specific industry for example for Banks- all laws applicable to Banking Industry; for insurance company-all laws applicable to insurance industry; likewise for a company in petroleum sector- all laws applicable to petroleum industry; similarly for companies in pharmaceutical sector, cement industry etc
• Examines and reports regarding the adequacy and efficiency of the systems and processes with other laws
• Monitor and ensure compliance with general laws like labour laws, competition law, environmental laws
• Examines and reports on the specific observations or qualification, reservation or adverse remarks in respect of the Board Structures/system and processes relating to the Audit period
• Secretarial Auditor may rely on reports given by statutory auditors or other designated professionals to check compliance with other laws like Income Tax, Customs, GST

• Obtain the consent of secretarial Auditor
• File certified a true copy of a resolution passed in Board Meeting with the Registrar of Companies as an attachment in MGT – 14 (only in the case of the of Public Company)
• Appoint the Secretarial Audit in Board Meeting
• Fix the remuneration in Board Meeting

The objectives of Secretarial Audit are mentioned below as follows :-

• To verify & report on compliances of applicable laws and Secretarial Standards
• To point out non-compliances and inadequate compliances
• To protect the interest of various stakeholders i.e. the customers, employees, society etc
• To avoid any unwarranted legal actions/penalties by law enforcing agencies and other persons as well