Since 2013, Secretarial audits have been introduced in the Companies Act to ensure that companies are aware of their regulatory compliances.

Introduction

Secretarial Audits check the compliance of the operations of a Company with the various laws that have been enacted by the Government in order to regulate corporate and economic affairs. In 2013, such audits became part of the Companies Act and were used by regulators as a monitoring tool.

Today, there are multiple laws that crisscross over the entire sphere of commercial activity, and even a paltry non-adherence to one law may trigger in the best case, merely a fall of your profits, while on the other hand, you may end up losing too much. It is important for companies to keep periodically reviewing their activities against the landslide of regulations that work. Only members of the Institute of Company Secretaries of India with a certificate of practice may conduct such audit and furnish the official report to the Company. Sign up for our Secretarial Audit service now, so that our team of experts can ensure that your Company meets the regulatory compliances required for its operation!

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What are the reviewable areas under a secretarial audit? 

Various legislations are invoked, and compliance with them is reviewed extensively under secretarial audits. An illustrative list would include the following legislation and the corresponding heads

Companies Act, 2013

• Review of any alterations in the Documentation relating to incorporation, if any and related compliances.

• Compliances are related to Share Capital and the issue of Debentures.

• Review of Debt Borrowing.

• If applicable, regulations relating to public deposits

• Compliances relating to Board and General Meetings – Number of meetings, issuance of Notice, set Agendas and recorded Minutes.Declaration and Payment of Dividend – Pre and Post Compliances.

• Board of Directors – Changes in composition whether in compliance.

Compliances relating to the Securities and Exchange Board of India Act, 1992

• Acquisition of Shares and Takeovers.

• Prohibition of Insider Trading.

• The issue of Capital and Disclosure Requirements & Compliances.

Labour Laws

• Factories Act, 1948.

• Industrial Disputes Act, 1947.

• The Payment of Wages Act, 1936.

• The Minimum Wages Act, 1948.

• The Sexual Harassment Of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Environmental Compliances under –

• The Environment (Protection) Act, 1986.

• The Water (Prevention & Control of Pollution) Act,1974.

• The Air (Prevention & Control of Pollution) Act, 1981.

What are the benefits of a secretarial audit of the company?

• A secretarial audit of the company is mandatory under the Companies Act, as it helps confer the following benefits to the Company –

• To protect the interest of employees, customers, society, etc.

• To avoid any unnecessary legal actions by the law enforcing agencies due to non-compliance with new regulations.

• To evaluate the legal status of business operations under new regulations.

Documentation required for a secretarial audit of the company

A tentative list of required documents is listed below. Sign up for our service now so that our team can determine the various compliances you need to check against and tell you about the additional documentation as required!

• Documents relating to Incorporation.

• Previous Secretarial Audit Report.

• Registers as needed to be maintained under operational laws.

• Notices and Minutes of every Board and General Meeting conducted.

• Audited financial statements.

• Filings & Intimations with Registrar of Companies, Stock Exchanges, Newspaper Advertisements (if Listed).

• Annual Performance Reports, Lease Deed, LUT cum Bond, Softex returns (if falls under SEZ).

• Filings with other statutory departments.

• Statutory Registers required under Labour Laws.

• Disclosures and Declaration for the code of conduct received from the directors.

• Sitting fees and Remuneration details paid to directors.

• Proof of spending CSR amount.

• SAST Disclosures.

• Bank account details for a dividend.