A secretarial audit is a critical process for ensuring a company’s compliance with legal requirements and maintaining proper corporate governance. In this comprehensive guide, we will explore the essential documents that need to be obtained and verified during a secretarial audit. Additionally, we’ll delve into the necessary checks and compliances that companies must adhere to for a successful audit.
Documents to be obtained/ verified for conducting Secretarial Audit – All Certified Copy required:
1. Memorandum and Articles of Association.
2. Forms filed with the Registrar of Companies with receipts.
3. Issue of Shares and other securities.
4. Deposits taken by the Company
5. Any Charge create, modify or satisfy during the financial year.
6. Any loan/Advance and Investments as per Section 185 and 186 of Companies Act 2013
7.Appointment & resignation of Auditor, if any
8. Appointment/Resignation and Removal of Directors and Key Managerial Personnel, if any.
9. All statutory registers including Share Transfer Register.
10. Minutes of the Board, General Meetings, Audit Committees and other Committees.
11. Attendance Sheet of meetings of Board, General Meetings, Audit Committees and other Committees
12. Copy of financial statement along with the Notice of General Meetings.
13. Notices of disclosure of directors’ interests.
14. Copies of contracts made between the company and any of the related parties.
15. Shareholder List, Details of Share Transfers which have taken place during the financial year.
16. Certificate from RTA stating the number of shareholders as on the close of the financial year.
17. Certificate signed by Company Secretary/ CFO of the Company.
18. Change of name of the company, change in the face value of the company, in respect of the allotment or as a result of any change in capital structure due to any corporate action taken by the Company during the financial year under audit.
19. Board Resolution for any type of corporate actions taken by the Company.
20. Corporate Action Forms filed by the Company.
21. Equity Shareholding and its break up as at the close of the financial year.
22. Any orders received by the company from the High court/Tribunal or from any other regulatory body.
23. Formation and any change in the Composition of Committees.
24. Dividend distributes/Proposed Dividend or Interim Dividend.
25. Corporate Social Responsibility (CSR) Expenditure occurred, if applicable.
The secretarial auditor should inter-alia verify about the Maintenance of statutory registers and records and compliances in respect of:-
1. Memorandum and/or Articles of Association.
Indicative list of documents to be checked (Alteration of memorandum):
- Notice convening general meeting with relevant explanatory statement
- Minutes of General Meeting
- Annual Return
- Financial Statement
- Return of deposits
- Advertisement for change in objects
- Memorandum of Association
- Articles of Association
- INC23, INC24, INC25, INC26, INC28 (along with attachments)
Indicative list of documents to be checked (Alteration of Articles):
- Minutes of General Meeting
- Memorandum of Association
- Articles of Association
- INC27, MGT14
Disclosures –
Indicative list of documents to be checked:
- Certificate of Incorporation
- Director Identification Number
- Website of the company
- Issue of shares and other securities
1. Transfer and transmission of shares and other securities and related matters
2. Deposits (If applicable) – Indicative list of documents to be checked:
- Circulars inviting deposits (DPT- 1)
- Minutes of board meetings
- Contract of deposit insurance
- Instrument creating charge
- Written consent from trustee for depositors
- Deposit trust deed (DPT-2)
- Written requisition calling meeting of depositors
3. Compliances of Secretarial Standards.
Conclusion: Conducting a secretarial audit is a meticulous process that ensures companies adhere to legal requirements, maintain transparent governance, and safeguard the interests of shareholders and stakeholders. By obtaining and verifying the necessary documents and complying with relevant regulations, companies can demonstrate their commitment to sound corporate practices. This guide serves as a valuable resource for companies and professionals engaged in secretarial audits, assisting them in navigating the complexities of the process and fostering corporate integrity.
Author Bio
