Secretarial Audit & Compliance packages for companies
Tired of the complexities of secretarial audits? Let TaxAdvisr handle the process, allowing you to focus on growing your business.
Our Services:
- 25+ Years of Experience
- Dedicated Team of CAs, CS, and lawyers
- 500+ Pincodes in India
I’m so glad I chose TaxAdvisr for our company’s secretarial audit. Their team is proactive, thorough, and very supportive.
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Right plan for Your Business
Explore our plans at the best prices!Starter Consultation Plan
₹4999 40% off
₹2999
+ Govt. Fee
What you’ll get
- One-on-One Expert Consultation (30-45 minutes)
- Guidance on Incorporation & Compliance Requirements
- Checklist for Secretarial Compliance (Custom PDF Report)
- Clarification on ROC Filings & Government Regulations
- Expert Advice on Business Structuring & Compliance Planning
- Immediate On-Call Availability for Quick Queries
Smart Plan
₹8999 0% off
₹8999
+ Govt. Fee
What you’ll get
- INC-20A – One time
- INC-22 – One time
- ADT-1 – One time only
- AGM – Annual
- AOC-4 – Annual
- MGT-7 – Annual
- DPT-3 – Annual
- DIR-12 – If required
- SH-4 – if required
Premium Plan
₹14999 0% off
₹14999
+ Govt. FeeWhat you’ll get
- INC-20A – One time
- INC-22 – One time
- ADT-1 – One time only
- AGM – Annual
- AOC-4 – Annual
- MGT-7 – Annual
- DPT-3 – Annual
- DIR-12 – If required
- SH-4 – if required
- Business Accounting
- Invoicing
- DIR -12 (Multiple)
- Dedicated Account manager
- Expert Consultation Provided (immediate on-call availability)
Note: All prices are excluding GST. Tax & Government fees should be payable directly to the respective government portal. Also, plan is subject to approval after the discussion of scope of work. All rights reserved by Taxadvisr. T&C
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Who Needs a Secretarial Audit?
Secretarial audits are mandatory for the following companies:
- Listed Companies
- Large Public Companies with a paid-up capital of ₹50 crore or more
- Public Companies with an annual turnover exceeding ₹250 crore
- Companies with borrowings exceeding ₹100 crore
Eligibility for Secretarial Audit:
Only members of the Institute of Company Secretaries of India (ICSI) who possess a valid certificate of practice are qualified to conduct secretarial audits and prepare the corresponding reports.
Essential Documents for Secretarial Audit
- Charter documents, statutory registers, board and general meeting minutes/notices.
- Last year’s secretarial audit report and audited financial statements.
- ROC filings, intimations, advertisements, stock exchange notifications.
- Lease deed, bonds, annual performance reports, other returns.
- RBI filings and other statutory department filings.
- Labour Law Compliance Registers
- Director Information
- Bank account information related to dividends.
- Foreign Borrowings (if applicable)
Overview of Secretarial Audit
The Secretarial Audit is a critical process in which a Secretarial Auditor thoroughly examines whether an organization adheres to all relevant laws and regulations. This audit plays a vital role in ensuring corporate governance and has several key features:
- Identifying Non-Compliance: It helps detect any instances of non-compliance, allowing the organization to take timely corrective measures and avoid potential legal repercussions.
- Evidence of Compliance: It serves as proof that the company adheres to sound corporate practices, enhancing its credibility and reputation among stakeholders.
- Value Addition: The audit is designed to add value to the company’s operations by identifying areas for improvement, thus fostering better overall performance.
- Systematic Review: It adopts a structured, effective approach to assess the company’s control mechanisms, governance processes, and the effectiveness of risk management strategies.
- Confidence Building: By providing a comprehensive review of statutory compliance and governance, the audit instills confidence in the company’s management, regulators, and stakeholders, affirming that the organization is committed to maintaining high standards of compliance and governance.
Important Provisions Pertaining to Secretarial Audit
The essential provisions related to Secretarial Audit include several key aspects:
1. Matters to be Mentioned in the Audit
The audit report must cover all relevant matters, providing a comprehensive review of the organization’s compliance with applicable laws.
2. Compliance Certificate
A mandatory compliance certificate must be issued, confirming adherence to the necessary legal and regulatory requirements.
3. Verification of Documents and Records
The auditor is responsible for thoroughly verifying all documents and records to ensure accuracy and compliance.
4. Crucial Areas of the Secretarial Audit Report
- Under the Companies Act 2013
- Under SEBI Rules and Regulations
- Under Other Laws
5. Period of the Secretarial Audit
The audit must be conducted for the specified period, covering all relevant transactions and activities within that time frame.
6. Disqualification for the Appointment of Secretarial Auditors
Certain criteria may disqualify individuals from being appointed as Secretarial Auditors, ensuring the integrity of the audit process.
7. Company Assistance
The company is required to provide all necessary assistance to the Secretarial Auditor to facilitate a thorough and accurate audit.
8. Objectives of Secretarial Audit
The primary objectives are to ensure compliance, identify areas for improvement, and enhance overall governance and risk management practices within the organization.
Beneficiaries of Secretarial Audit
Promoters
Ensures transparency and compliance, fostering trust and stability within the organization.
Management
Helps in maintaining good governance practices, identifying risks, and improving internal processes.
Non-Executive Directors
Offers assurance that the company is adhering to all legal and regulatory requirements, supporting their role in overseeing the organization.
Government Authorities
Facilitates regulatory oversight by ensuring that the company meets its legal obligations.
Investors
Provides confidence in the company’s governance and compliance, thereby protecting their investments.
Other Stakeholders
Enhances trust among suppliers, customers, and the broader community by demonstrating the company’s commitment to ethical practices and legal compliance.
Laws Specifically Mentioned in Secretarial Audit Reports
In the context of Secretarial Audit reports, the Secretarial Auditor is required to examine and report compliance with several key laws, including:
- The Companies Act, 2013 and the associated rules.
- Various Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act).
- The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, particularly concerning the Companies Act and client dealings.
- The Securities Contracts (Regulation) Act, 1956 (SCRA) and its associated rules.
- The Depositories Act, 1996 and the corresponding regulations and byelaws.
- The Foreign Exchange Management Act, 1999 (FEMA) focusing on Foreign Direct Investment (FDI), Overseas Direct Investment (ODI), and External Commercial Borrowings (ECB).
- The SEBI (Issue and Listing of Debt Securities) Regulations, 2008.
- The SEBI (Prohibition of Insider Trading) Regulations, 1992/2015.
- The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.
- The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
- The SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999/SEBI (Share Based Employee Benefits) Regulations, 2014.
- The SEBI (Buyback of Securities) Regulations, 1998.
- The SEBI (Delisting of Equity Shares) Regulations, 2009.
- The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
These laws form the core legal framework within which the Secretarial Audit is conducted, ensuring comprehensive compliance and governance in the organization.
Process Reporting Qualification in the Secretarial Audit Report
When preparing the Secretarial Audit Report, the auditor must clearly highlight any instances of non-compliance with applicable laws, using bold or italicized text to emphasize these points. If the auditor is unable to express an opinion on a particular matter, they should explicitly state this in the report, along with the reasons for their inability to provide an opinion.
Additionally, the auditor should disclose any limitations faced during the audit process that may have impacted their ability to fully assess compliance. The Board of Directors (BoDs) is then required to address these remarks by including them in a formal resolution.
This ensures transparency and allows the company to take necessary corrective actions based on the auditor’s observations, thereby strengthening the organization’s governance and compliance framework.
Procedure of the Secretarial Audit
The Secretarial Audit process is a systematic approach that involves several key steps to ensure compliance with applicable laws and regulations. Here’s an overview of the procedure:
Appointment of Secretarial Auditor
The process begins with the appointment of a Secretarial Auditor, which is formalized through a resolution passed during a Board Meeting.
Communication to Earlier Incumbent
Once the resolution is passed, the next step is to formally inform the newly appointed Secretarial Auditor of their appointment. This is typically done by issuing an engagement letter.
Acceptance of Appointment by the Secretarial Auditor
The Secretarial Auditor then formally accepts the appointment by signing the Letter of Engagement, confirming their agreement to undertake the audit.
Initial Discussions with the Secretarial Auditor
An initial discussion takes place where the company’s structure and key details are communicated to the auditor, providing them with the necessary context for the audit.
Preliminary Meeting with the Auditor
A preliminary meeting is held to draft and discuss the audit plan, outlining the scope and focus of the audit.
Finalization of the Audit Plan and Staff Briefing
After the audit plan is agreed upon, it is finalized and communicated to the relevant staff members involved in the audit process.
Testing, Interview, and Analysis
The auditor conducts various tests, interviews, and analyses to gather data and assess the company’s compliance with legal and regulatory requirements.
Preparation of Working Report
Based on the findings, the auditor prepares a working report that includes detailed observations and insights from the audit process.
Audit Summary for Discussions
An audit summary is prepared, summarizing key findings, which is then discussed with the relevant company officials to address any concerns or issues.
Submission of Secretarial Audit Report
Finally, the Secretarial Audit Report is submitted by the auditor, providing a comprehensive overview of the company’s compliance status and recommendations for improvement.
How TaxAdvisr helps its clients in Secretarial Audit?
TaxAdvisr provides comprehensive support to its clients during the Secretarial Audit process, leveraging its team of skilled experts and experienced business advisors. The team guides clients through every step of the audit, ensuring thorough compliance and accurate execution.
Key services offered by TaxAdvisr include:
- in-depth analysis of relevant laws and financial accounts,
- addressing all queries related to the Secretarial Audit, and
- preparing the necessary documents and reports.
We also ensure that the company adheres to applicable Secretarial Standards while analyzing the business and operational procedures. Additionally, we at TaxAdvisr emphasize that its audit services are not merely a compliance exercise but an investment that can yield medium to long-term benefits, thereby enhancing the company’s governance and overall efficiency.
Secretarial Audit FAQs
Only members of the Institute of Company Secretaries of India (ICSI) with a valid Certificate of Practice (COP) are authorized to conduct a Secretarial Audit and submit the report in Form MR-3.
Currently, there is no limitation imposed by the Institute of Company Secretaries of India (ICSI) on the number of Secretarial Audits that a Practicing Company Secretary can conduct in a financial year.
The Secretarial Audit Report must be provided in the format prescribed in Form MR-3.
The Secretarial Audit Report should be signed by the Secretarial Auditor who conducted the audit. If the audit is carried out by a firm of Company Secretaries, the partner responsible for the audit must sign the report. The signing Company Secretary must ensure they hold a valid Certificate of Practice number.
The skills necessary for conducting a Secretarial Audit include a strong knowledge base, effective teamwork, thorough documentation and backup, reliance on management representation, adherence to timelines, impartiality, and meticulous maintenance of audit records.
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Testimonials
Hear what our clients are saying…
I’m so glad I chose TaxAdvisr for our company’s secretarial audit. Their team is proactive, thorough, and very supportive.
Geeta Malhotra
Director, Malhotra ExportsWe were worried about our compliance status, but this secretarial audit package made everything so smooth. The auditors were knowledgeable, approachable, and thorough.
Vikram Desai
Founder, Desai EnterprisesWe were worried about our compliance status, but this secretarial audit package made everything so smooth. The auditors were knowledgeable, approachable, and thorough. Our company is in safe hands!
Sweta Sinha
Managing Director, Sinha Creations1,000 customers and counting!
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