This book serves as an extensive yet concise handbook on Secretarial Audit, covering its significance, procedures, safeguards, professional responsibilities, quality assurance, and its role in corporate governance, strategy, and sustainability.
It provides practical guidance on the complete Secretarial Audit process, including planning, risk assessment, audit documentation, evaluation of evidence, forming an opinion, reporting, fraud-related responsibilities, and quality control.
Who Should Read This Book?
- Company Secretaries in practice and employment
- Key Managerial Personnel (KMPs)
- Senior management dealing with compliance and governance
- Secretarial Auditors and compliance professionals
- Members of Boards of Companies
- Stakeholders reviewing Secretarial Audit Reports
Edition: Latest 2023 Edition, amended up to October 2023
Authors: CS Usha Ganapathy Subramanian, CS A Sekar and Dr Ranjith Krishnan
Key Features
- Integration of Essential Components:
- Crucial elements from Auditing Standards
- Insights from Guidance Notes
- Relevant contents from the Manual issued by the ICSI
- Practical Insights from Experienced Authors: Incorporates professional experience, research findings, and practical knowledge of the authors.
- 360° Coverage:
- Stakeholder expectations from Secretarial Audit
- Legislative and regulatory requirements
- Corporate compliance and governance needs
- Practical challenges faced by Secretarial Auditors
- Comprehensive Audit Process: Covers planning, execution, documentation, evidence evaluation, opinion formation, and reporting.
- Fraud Responsibilities: Explains the responsibilities of Secretarial Auditors in identifying and addressing fraud-related matters.
- Quality Assurance: Provides guidance on quality control processes and maintaining professional standards in Secretarial Audit engagements.
- Governance and Sustainability Perspective: Examines the role of Secretarial Audit in strengthening corporate governance, business strategy, and sustainable practices.
Detailed Contents
Introductory Chapter
- The Need for Assurance on Compliance
- Evolution of Provisions Relating to Assurance on Compliance
- Framework for Assurance on Compliance under the Companies Act, 2013
- Definition of Secretarial Audit
- Mandatory Requirement for Secretarial Audit
- The Case for Voluntary Adoption of Secretarial Audit
- Benefits of Secretarial Audit
- Who can perform Secretarial Audit?
- Literature on Secretarial Audit
Secretarial Audit and Secretarial Auditor
- The Concept of Audit
- An Overview of Various Audits under the Companies Act, 2013
- Nature and Scope of Secretarial Audit
- Responsibilities of the Secretarial Auditor
- Appointment, Qualification and Independence of a Secretarial Auditor
- Powers of a Secretarial Auditor
Stages of Secretarial Audit
- Factors Involved in Planning and Performing an Audit
- Stages of an Audit
- ICSI Auditing Standards
- Professional Misconduct while Obtaining Professional Work
- Acceptance of Secretarial Audit Engagement
- Planning the Audit
- Audit Documentation
- Understanding the Environment
- Assessing Risks and Determining Materiality
- Performing Audit Procedures
- Evaluating Audit Evidence
- Forming an Opinion
- Drafting and Submitting the Secretarial Audit Report
- Presence at AGM
Understanding the Company's Environment and Internal Controls
- Understanding the Entity and its Environment
- Internal Controls and Compliance Systems
- Relying on the Work of Other Professionals
- Access to Books of Account and Other Records
- Preliminary Examination of Filings for New Clients
- Previous Years' Financial Statements
Part I – Current File and Corporate Laws
- Compilation of Information for Current File
- Matters to be Verified under Corporate Laws
Part II – Securities Laws, FEMA Regulations and Other Applicable Laws
- Securities Market Regulations
- FEMA, 1999 and Rules and Regulations thereunder
- Other Specifically Applicable Laws
- Adequacy and Effectiveness of Compliance Systems
- Governance Aspects
- Other Relevant Aspects
Auditors' Responsibility in Respect of Fraud
- What is Fraud?
- Study of Auditor's Responsibility in Relation to Frauds
- Areas Requiring In-depth Focus in Fraud Detection
Evaluation of Audit Evidence and Preparation of Secretarial Audit Report
- Evaluating Audit Evidence
- Forming an Opinion
- Process for Forming an Opinion
- Management Representation Letter
- Unmodified and Modified Opinions
- Limitations on Scope of Audit
- Auditor's Responsibility
- Format of Report
Ensuring Quality Control in Secretarial Audit
- Quality Control
- ICSI Manual on Quality Control Processes
- Components Necessary for Establishing Quality in a Firm
- Internal Quality Control Aspects
- Quality in Client Interaction
- Quality Considerations Specific to Secretarial Audit
Role of Secretarial Audit in Corporate Governance, Strategy and Sustainability
- Secretarial Audit and Corporate Governance
- Secretarial Audit and Business Strategy
- Secretarial Audit and Sustainability
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