According to section 204 of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following classes of companies are required to obtain a secretarial audit report given by a company secretary in practice:
(a) Every listed company;
(b) Every public company having a paid-up share capital of Rs. 50 crore or more;
(c) Every public company having a turnover of Rs. 250 crore or more.
The Secretarial Audit Report is prepared in the prescribed Form No. MR. 3. The Secretarial Audit Report forms a part of the Board's report prepared as per section 134.
A copy of secretarial audit report is presented before the meeting of the board of directors wherein the directors take note of the contents of the report.
If there is any qualification or observation or other remarks made by the company secretary in practice in his secretarial audit report, then the board shall give an explanation on the same, which shall be a part of the annual Board's Report (Directors' Report).
Templates of board resolution for adoption of secretarial audit report are provided hereunder—
SAMPLE #1
#. Adoption of the Secretarial Auditors' Report for financial year 20xx-xx
The Managing Director apprised the Board on the secretarial audit report for the year ended 31st March, .......... as furnished by the secretarial auditors of the company i.e. M/s. .................. & Associates, Practising Company Secretaries.
The copies of the reports were already circulated to the directors and the same were again laid before the meeting for perusal and consideration of the Board.
The Board took note of the contents of the report and also noted that there were no qualification or observation or other remarks made in the report.
Upon motion duly passed and seconded, it was unanimously:
“RESOLVED THAT pursuant to the provisions of section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the secretarial audit report of the company for the financial year ended 31st March, 20XX as given by M/s. .................. & Associates, Practising Company Secretaries and tabled before the meeting, be and is hereby adopted.”
SAMPLE #2
#. To Adopt the Report of the Secretarial Auditor of the Company
The Chairman informed the Board that M/s. .................. & Associates, Practising Company Secretaries have conducted the audit of the secretarial and relevant records of the company for the financial year 20xx-xx and have provided the secretarial audit report to the company.
The copies of the secretarial audit reports were presented to the directors for perusal. It was noted that there were some qualifications or observations or remarks made in the report.
The Chairman informed that the Board is required to give explanations on these remarks, which will form a part of the annual Board's Report which will be circulated to the members of the company.
The board considered the same. Upon motion duly passed and seconded, it was unanimously:
“RESOLVED THAT the secretarial audit report of the company for the year ended 31st March, 20XX as given by M/s. .................. & Associates, Practising Company Secretaries and tabled before the Board, be and is hereby noted.
RESOLVED FURTHER THAT the following explanation, on the remarks made in the secretarial audit report, be added to the Board's report for the financial year 20xx-xx:
(1) Remarks: ................................................
Explanation: ..........................................................
(2) Remarks: ................................................
Explanation: ..........................................................
RESOLVED FURTHER THAT the Managing Director of the company be and is hereby authorised to do all such acts, deeds and things as may be necessary in this regard.”
The copies of the secretarial audit reports were presented to the directors for perusal. It was noted that there were some qualifications or observations or remarks made in the report.
The Chairman informed that the Board is required to give explanations on these remarks, which will form a part of the annual Board's Report which will be circulated to the members of the company.
The board considered the same. Upon motion duly passed and seconded, it was unanimously:
“RESOLVED THAT the secretarial audit report of the company for the year ended 31st March, 20XX as given by M/s. .................. & Associates, Practising Company Secretaries and tabled before the Board, be and is hereby noted.
RESOLVED FURTHER THAT the following explanation, on the remarks made in the secretarial audit report, be added to the Board's report for the financial year 20xx-xx:
(1) Remarks: ................................................
Explanation: ..........................................................
(2) Remarks: ................................................
Explanation: ..........................................................
RESOLVED FURTHER THAT the Managing Director of the company be and is hereby authorised to do all such acts, deeds and things as may be necessary in this regard.”
...............................................
NOTE: The resolution samples given herein above are only for your reference, to help you with drafting. Do refer the exact provisions of the Companies Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.
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