In addition to Statutory Audit and Internal Audit, listed companies have to undertake a Secretarial Audit. A Secretarial Auditor is a Practicing Company Secretary, who is tasked with checking whether a listed company is compliant with the provisions of all laws and regulations that are applicable to it. He/she is also tasked with checking whether....
Explanatory statement is the detailed information given by a company, to its shareholders, along with a proposed resolution at a General Meeting, to enable the shareholders to make well-informed decisions, which are backed by facts. As per the Companies Act, 2013 (the Act), this statement has to be annexed to the Notice of the General....
A company is an artificial person and incapable of acting or making a decision on its own. It has to act through a body of persons who have the ability to make decisions, that are in the best interest of the company. This body of persons is known as the Board of Directors. A Director is....
Over time, many Boards have moved away from being ornamental, to adding value. When a company is in the spotlight for negative reasons, the attention of all stakeholders immediately shifts to the company’s Corporate Governance practices, and its Board of Directors. Institutional investors, Regulators, media and other stakeholders are desirous of knowing the reasons that....
Minutes of a meeting are a written record of the discussions, and decisions taken, by the members present at the meeting. There is a general format for capturing minutes of Board and Committee meetings, as also of General meetings. These are prescribed under Secretarial Standards 1 and 2. Minutes have to include the date, time,....
‘Forensic Audit’ means an examination and evaluation of a company’s affairs to investigate whether the company has engaged in any financial reporting misconduct. It helps to inter alia detect actions such as diversion of funds, wilful defaults or window dressing of financial statements. Forensic audit is usually initiated by the Board of Directors, Regulators or....
An audit is an objective examination and evaluation of the financial statements of a company to ensure that they reflect a true, fair and accurate picture of the financial position of the company. This audit is performed by the Statutory Auditors of the company. The report issued by the auditors, called the independent Audit Report,....
Board of Directors should adopt good Corporate Governance practices for the long-term sustainability of the Company. Establishing good practices not only strengthens the internal control processes, but also improves the overall goodwill of the Company. Transparency and accountability are key words for governance. Investors have been increasingly started focussing on well governed companies, and are....
SEBI has recently come out with a consultation paper to introduce new provisions in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to appointment/ re-appointment of persons who fail to get elected as a Whole-time Director (WTD)/ Managing Director (MD) at the general meeting of a listed entity. The paper proposes that such appointment/....
Corporate Governance is a philosophy which requires companies to conduct their affairs in a manner that takes into account the interest of all stakeholders. Towards this end, it is necessary to put in place a set of rules, policies and procedures which help business to be conducted in a straight forward manner. The Board of....