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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Board Processes through Secretarial Standards

Lakshmi Foods Ltd, a listed company, receives a secretarial audit report from a practising company secretary containing an observation about delayed filing of a return. The Board's report is being finalised. What must the Board do under section 204 of the Companies Act, 2013?

The Board must explain in full, in its Board's report under section 134(3), any qualification, observation or remark made in the secretarial audit report. Subsequent regularisation of the delay does not remove the obligation, and disclosure does not depend on shareholders asking for it.

  1. AExplain in full the observation in its report under section 134(3)Correct
  2. BOmit the observation if the delay was later regularised
  3. CRefer the observation to the auditor of the company for a reply
  4. DPass it to shareholders only if they ask at the general meeting

Explanation

Section 204(3) requires the Board, in its report under section 134(3), to explain in full any qualification, observation or other remarks in the secretarial audit report. Later regularisation does not remove this duty. Nothing makes it dependent on shareholder requests.

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