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Corporat e Secret arial Practice “Audit Manual” for a Secretarial Audit “Audit Manual” for a Secretarial Audit “Audit Manual” for a Secretarial Audit “Audit Manual” for a Secretarial Audit “Audit Manual” for a Secretarial Audit Ramanan Eswar, Head – Internal Audit, S Kumars Nationwide Ltd. and Nimesh S Shah, FCS, Vice President & Company Secretary, S Kumars Nationwide Ltd., Mumbai. I CHECKLIST OF COMPANIES ACT, 1956 Secti ons Parti cul ars Form Bri ef Descr i pti on Audi t Audi te e ’s No. Objective Comments 1 7, Al teration of Memorandum 1 8, 1. Special resoluti on and approval of CLB is requi red where the 17A for change of Register ed 1AD Registered Office i s changed from one state to another. A & office – & 21 Compan y sh all file wit h t h e Regist rar - 18 ( i) from One state to a special resolution passed by the compan y, within 1 month an ot h er stat e or from th e dat e of such r esolution; or (i i) from one ROC to another a certified copy of the order of the CLB confirming the ROC w it hi n sam e state. alter at ion, wi thi n 3 mont hs fr om the dat e of or der. Together with a printed copy of the Memorand um as altered. 2. If the change of Regi stered Offi ce i s from the jurisdiction of one ROC to the jurisdicti on of another ROC within the sam e State then the Com pany shall pass a speci al resol ution and shall make an ap plicati on in the p rescri bed form (i.e., 1AD) to the Regi onal Director for confirmation. The Company shall file, with the Regi strar a certifi ed copy of the above said confi rmation within 2 months from the d ate of confi rmation in e-f orm 21 together with a printed copy of the memorandu m as altered. 21 Ch an ge of Name 1A Se ek availabili ty of new n ame from ROC in e-f orm 1A along with & th e Boar d Resolu tion . 23 Thereaf ter pass a Spec ial Re solution at general m eeting to adop t the new name. App ly to ROC for fresh certif icate of incorporation along with altered Memorand um of Association. Need The need for a comprehensive “ Manual ” in an au dit can never be over emphasized – more so in today’s complex situation demanding more and more transparency amidst a constant struggle of Satyam like episodes pu shing the regu lators i n training their eyes w ith a greater m agnifyi ng glass and a ruthless pen to see what else needs to be done. Besides, investors are more w idely distributed and the affec ted are the small invest ors, who see their meagre investment d wind li ng to nothing, instead of making a fast fortune and enjoy the opportunity of greater comfort in living. The Regulators are also aware that, however, comprehensive the regulations, unless a process of regular monitoring of compliance and verification is in place, the results would be much short of the desired objective. For any Company Secretary, whether in profession or acting as a Compliance Officer, an Audit Manual is a necessity, that will ensure his routine compliance is effectively managed by cohesive team, while he continues to engage himself in the greater dema nds of the Board of Direct ors, of which he is an integral part. The ensuing man ual sets out the Compliances under the Com panies Act as well as und er the Lis ting Agreement. e-mail : [email protected]
