CS Professional Secretarial Audit, Compliance Management and Due Diligence Classes
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CS Professional Paper 4 — Secretarial Audit, Compliance Management and Due Diligence
Secretarial Audit is the signature function of the Company Secretary profession — only a CS in practice can conduct a Secretarial Audit under Section 204 of the Companies Act 2013 and issue Form MR-3. This paper teaches you to perform this function with professional rigour. It is a 100-mark paper in Module 2.
Secretarial Audit
- Section 204 of Companies Act 2013 — Mandatory secretarial audit for listed companies and unlisted public companies above a threshold; every listed company must annex MR-3 to its annual report
- Form MR-3 — Secretarial Audit Report format, scope of audit (laws audited: Companies Act, SEBI LODR, SEBI SAST, PIT, FEMA, Secretarial Standards), observations and qualifications
- Secretarial Audit Process — Engagement planning, audit programme, evidence gathering (board minutes, statutory registers, filings, exchange disclosures), report issuance
- Annual Secretarial Compliance Report — SEBI's requirement for listed companies to submit an annual secretarial compliance report from a PCS (Practising Company Secretary)
- Peer Review of CS Firms — ICSI Peer Review Board mandate, review process for CS firms with secretarial audit clients
Compliance Management
- Compliance calendar — Monthly, quarterly, half-yearly, and annual statutory compliance obligations under Companies Act, SEBI, RBI, FEMA, GST, Labour Laws
- Compliance management system design — Policy, procedure, monitoring, reporting, escalation framework
- Technology in compliance — MCA21 portal, SEBI SCORES platform, BSE/NSE filing portals, automated compliance tools
- Consequence management — Compounding of offences, adjudication, condonation of delay
Due Diligence
- Types — Legal due diligence, financial due diligence, compliance due diligence, IP due diligence
- Secretarial due diligence process — Verification of incorporation documents, board/shareholder resolutions, statutory registers, ROC filings, pending litigation, encumbrances on assets
- Red flags in secretarial due diligence — Unauthorised share allotments, missing charge registrations, non-compliant board compositions, pending SEBI notices
- Due diligence report — Structure, materiality threshold, representations and warranties
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