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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Empowerment of the Company Secretary Profession

Vistara Chemicals Ltd, a listed company, receives a secretarial audit report from a practising company secretary containing a qualification about delayed filings. The Board's report is being finalised. Which course is consistent with section 204 of the Companies Act, 2013?

The Board must explain in full every qualification, observation or remark in the secretarial audit report, in its report under section 134(3), to which the secretarial audit report is annexed. Listed companies must annex it, and it cannot be omitted or left to the auditor.

  1. AOmit the qualification, since only the auditor's report needs Board explanation
  2. BThe Board must explain in full the qualification or observation in its report made under section 134(3)Correct
  3. COnly the company secretary in practice need respond, in a separate letter
  4. DAnnex the report only if the Registrar demands it

Explanation

Section 204(1) requires a listed company to annex a secretarial audit report by a company secretary in practice to the Board's report. Section 204(3) requires the Board to explain in full any qualification, observation or remark in that report. Omitting it or leaving it to the CS in practice contravenes the section.

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