12 th National Conference of PCS 15 th July 2011 Ooty, Tamilnadu DR.K.S.Ravichandran KSR&Co., Company Secretaries, Bangalore, Chennai and Coimbatore Wednesday,

12th National Conference of PCS15th July 2011

Ooty, Tamilnadu

DR.K.S.RavichandranKSR&Co.,

Company Secretaries,Bangalore, Chennai and Coimbatore

Wednesday, April 19, 2023 1

KSR&Co., Company Secretaries, Bangalore, Chennai and

Coimbatore

Certification of Returns Secretarial Compliance Certificate

Corporate Governance Certificate

Due Diligence AuditBoard Process Audit



Coimbatore

Assuring Owners, Creditors, Public, and Regulators that the affairs of the company are carried on in accordance with applicable laws, rules, regulations and memorandum and articles of association and agreements regulating the decision making process!



Coimbatore

Scope varies from company to company; industry to industry; depends upon types of company; depends upon applicable laws, rules and regulations; depends upon client stipulated outer limits; depends upon scope defined by law.



Coimbatore

Secretarial Audit Master [SAM] Data Collection – About the Company; About Applicable Laws, Rules and

Regulations Determining the Period and Scope of Secretarial Audit Preparing a List of Preliminary Documents Requirements Thorough Analysis of Inputs and Understanding Facts and

Circumstances Compilation of Chronological Order of Events Analysis of Events, Applicable Provisions and Level of Compliance Generation of Questionnaire – General and Specific Administration of Questionnaire; Identifying Respondents and Collecting

Responses Preparing a Record of Findings and Conclusion Identification of Grey Areas Ironing out Differences of Opinion and Ambiguities Management Representations, Legal Opinions, Judicial Pronoucnements

and Articles Relied Upon Preparation and Submission of Secretarial Audit Report



Coimbatore

Supplementary to Secretarial Audit Master – (SAM)

1.Acceptance Letter; Confirmation of Period and Scope; Fees and other Terms & Conditions;

2.Issue of Letter containing Preliminary Document Requirements;

3.Check List for Analysis of MoA and AoA4.Category wise List of Applicable Laws; Rules

and Regulations;5.Updated Master Guide to Case Laws and

Articles6.Updated Modules for General Matters7.Updated Modules that are Event Based8.Category wise - Model Secretarial Audit Report



Coimbatore

V B Rangaraj – Restrictions not in AOA not binding! M.S.Madhusoodhanan – Agreement on Transfer of

Shares binds Parties even though Company not a Party!

Modi Rubber Ltd v Guardian International – Agreement not void though provisions not in AoA!

Smt.Pushpa Katoch v Manu Maharani Hotels Private Limited and Others

Western Maharashtra Development Corporation Ltd v Bajaj Auto Ltd

Messer Holdings Limited. Premier Hockey Development P Ltd v Indian Hockey

Federation Wednesday, April 19, 2023 7


Coimbatore

Sub-section (5) of Section 293Ultra ViresDonations to CharitiesVCF and Negative ListBelated Allotment to Foreign Investors

Transfer of Shares – Contravention of Articles and Agreements



Coimbatore

Audit until Discovery Prepare Report – Fee will be equal to Management Appreciation

Failure to Point Out – GC 08th April and 18th May and so on!



Coimbatore

Industry does not mind Cost of Compliance

Regulatory Recognition and Empowerment will follow what Industry follows

Global VisibilityScope and Benefits Unlimited

Wednesday, April 19, 2023


Coimbatore 10