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

Sunrise Textiles Ltd, a listed company, plans to annex a secretarial audit report to its Board's report for the year. Its management says the report may be signed by the company's whole-time company secretary, since he knows the records best. Which statement is correct under the Companies Act, 2013?

The secretarial audit report of a listed company must be given by a company secretary in practice and annexed to the Board's report. The whole-time in-house company secretary is not in practice, so he cannot give it, and Board approval cannot change this.

  1. AThe report must be given by a company secretary in practice, so the in-house secretary cannot give itCorrect
  2. BThe report may be given by any director who is a member of ICSI
  3. CThe report may be given by the in-house company secretary if the Board approves
  4. DThe report may be given by a chartered accountant in practice

Explanation

Section 204(1) requires every listed company to annex to its Board's report a secretarial audit report given by a company secretary in practice. An employee company secretary is not a company secretary in practice, so approval by the Board does not cure the defect.

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