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Secretarial audit defined under Companies Act, 2013. It is Compliance of various applicable laws under companies act or any other act, rules, regulation and Procedure. Secretarial audit will be helpful to the Promoters, Independent & Non- Independent Directors, government authorities & regulators, Investors, stakeholders, Creditors and management of the company.
Through my article on Secretarial Standards on Meetings of the Board of Directors I have tried to compile all the related provisions and present the same through flow charts. This five page article shall definitely help you in understanding the complete provisions of SS-1 at a glance.
Companies Act, 2013 requires Board of Directors of every company to present Financial Statements to shareholders along with their Report known as the Report of Board of Directors or Boards Report.
In this Secretarial Standard, the Standard portions have been set in bold types These shall be read in the context of the background material which has been set in normal type. Both the Standard portions and the background material have equal authority
As we are aware of the fact that, the Company is one of the forms of separate legal entity and it can act on its behalf and in its own name. This fact is also sound accepted that the Company for making the growth enters into contract of arrangement or various transactions on daily basis with various parties. Mainly, into closely held companies and may also on other companies
The Institute of Company Secretaries of India has issued the Secretarial Standards (SS1 on Meeting of the Board of Directors and SS2 on General Meetings) which were approved by the Central Government. The adherence by the Company to these Standards is mandatory, as per the provisions of Section 118(10) of the Companies Act, 2013.
Earlier Under Companies Act, 1956, Secretarial Audit was not mandatory for the Companies, but with the enactment of Companies Act, 2013, Secretarial Audit is mandatory for certain companies under Section 204 of Companies Act, 2013.
Secretarial Standard-1 (SS-1) is applicable on all Companies registered & incorporated under the Companies Act, 2013 & other previous laws except One Person Company. The effective date of enforcement of this standard is 1st July, 2015.
After the enforcement of Secretarial Standard on meeting of the Board of Directors of a Company [SS-1] w.e.f. 1st July, 2015, importance of passing of Board Resolutions by Circulation, pursuant to provisions of Section 175 of the Companies Act, 2013, has increased manifold, unless it is required by Statute or Articles of Association of the Company or any Contractual obligation to pass the resolution at Board Meeting only or a Board Meeting is mandatorily required to be held as per Section 173.
The major decision of Company is takenby the Shareholders and Directors of the Company. Therefore, it was essential that the decision making process should be in such a manner so that it serve the right purpose. Therefore, the Institute of Company Secretaries of India, in consultation with other advisory committee has framed a process known as Secretarial Standards to make a complete solution
