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CS Professional · Compliance Management, Audit and Due Diligence · Compliance Framework

Bharat Seeds Ltd is a listed company with a full-time company secretary, Mr. Nikhil Joshi. The Board asks him to give the secretarial audit report to be annexed to its Board's report, citing his Section 205 functions. Which view is correct?

The view is incorrect. Under Section 204(1), a listed company must annex a secretarial audit report given by a company secretary in practice. Section 205 does not make giving that report a function of the in-house secretary, and a Board resolution cannot change this.

  1. ACorrect, since Section 205 makes secretarial audit a function of every company secretary
  2. BCorrect, if the Board passes a resolution authorising him
  3. CIncorrect, because the secretarial audit report is to be given by a company secretary in practice under Section 204, and Section 205 does not cover itCorrect
  4. DIncorrect, because only a statutory auditor can give such a report

Explanation

Section 204(1) requires a listed company to annex a secretarial audit report given by a company secretary in practice. Section 205(1) lists reporting to the Board, ensuring secretarial standards compliance and prescribed duties, not giving the audit report. A Board resolution cannot alter the statutory requirement.

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