COMPLIANCE MANAGEMENT AND DUE DILIGENCE

4
PP-SACM & DD
b. Board Systems and Processes consisting of-
(i) Convening the meeting.
(ii) Content of agenda (whether the agenda has been made available to the Board along with
supporting papers/presentations in advance)
(iii) Conducting the meetings (frequency and length)
(iv) Adequacy of minutes
(v) Board Committees
4. The existence of adequate internal control systems, procedures and safeguards for ensuring
compliance with laws applicable to the company, commensurate with the size of the company and
the nature of its business.
5. Such other matters that may be required to be audited/reviewed from a compliance and governance
perspective.
6. Any material event(s) happening after the financial year but before the date of the report having
substantial impact on any of the above reported items.
NEED FOR SECRETARIAL AUDIT
Secretarial Audit is the process of independent verification, examination of level of compliance of applicable
Corporate Laws to a company. The audit process if properly devised ensures timely compliance and
eliminates any un-intended non compliance of various applicable rules and regulations. An action plan of the
Corporate Secretarial Department is to be designed so as to ensure that all event based and time based
compliances are considered and acted upon. Secretarial Audit is to be on the principle of “Prevention is
better than cure” rather than post mortem exercise and to find faults. Broadly, the need for Secretarial Audit
is:
• Effective mechanism to ensure that the legal and procedural requirements are duly complied with.
• Provides a level of confidence to the directors, officers in default, Key Managerial Personnel etc.
• Directors can concentrate on important business matters as Secretarial Audit ensures legal and
procedural requirements.
• Strengthen the image and goodwill of a company in the minds of regulators and stakeholders
• Secretarial Audit is an effective compliance risk management tool.
• It helps the investor in analyzing the compliance level of companies, thereby increases the
reputation.
• Secretarial Audit is an effective governance tool.
Secretarial Audit & Company Secretary in Practice (PCS)
A significant area of competence of PCS include “Corporate, Business, Economic and other laws”
(comprising statutes, rules, regulations, notifications, circulars and clarifications, forms, guidelines and byelaws)
owing to intensive and rigorous coaching, examinations, training and continuing education programs.
PCS is a highly specialized professional in matters of statutory, procedural and practical aspects involved in