Taxmann Handbook on Secretarial Audit By Usha Ganapathy Subramanian, A Sekar, Ranjith Krishnan Edition October 2024

Taxmann Handbook on Secretarial Audit Edition 2023

Taxmann Handbook on Secretarial Audit Edition 2023

Description

This book serves as an extensive, yet concise, handbook on Secretarial Audit, addressing a wide array of topics, including:

• The Significance and Advantages of Secretarial Audit
• Detailed Procedures and Subtleties of the Audit Process
• Guidelines and Safeguards for Certain Issues
• Critical Considerations and Factors to be Included
• The Obligations of the Secretarial Auditor in Identifying and Addressing Fraud
• Aspects of Quality Assurance in Secretarial Audit
• Exploring the Impact of Secretarial Audit on:
• Corporate Leadership and Governance
• Strategic Planning and Execution in Business
• Advancing Sustainability and Responsible Practices

The book will be helpful for Company Secretaries (both in employment and practice), other key managerial personnel (KMPs) and senior management who deal with compliance and governance aspects in their day-to-day professional life. It will also be helpful for stakeholders perusing secretarial audit reports and boards of companies.

The Present Publication is the latest 2023 edition and has been amended upto October 2023. This book is authored by CS Usha Ganapathy Subramanian, CS A Sekar, and Dr Ranjith Krishnan with the following noteworthy features:

[Integration of Essential Components], which includes:

• Crucial elements from Auditing Standards
• Insights from Guidance Notes
• Contents from the Manual issued by the ICSI

[Author’s Contributions] The authors have added their insights and knowledge from extensive experience. They have also input the findings from a thorough research

[360° Coverage], which includes:

• Stakeholder Expectations – The book is customised to meet what stakeholders in Secretarial Audit anticipate
• Legislative Requirements – It also addresses and complies with the demands of lawmakers
• Corporate Needs – The content is crafted to cater to the necessities of corporates w.r.t. to Secretarial Audit
• Ground-Level Challenges – The book tackles the challenges faced by Secretarial Auditors in practical scenarios

The detailed contents of the book are as follows:

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 the Various Audits under the Companies Act, 2013
• Nature of Secretarial Audit
• Scope of Secretarial Audit
• The Contours of Responsibility 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
• Matters relating to Professional Misconduct while Obtaining Professional Work
• Acceptance of Secretarial Audit Engagement
• Planning the Audit
• Audit Documentation
• Understanding the Environment
• Assessing the Risks
• Determining Materiality
• Performing Various Audit Procedures
• Evaluating Audit Evidence
• Forming an Opinion
• Drafting and Submitting the Secretarial Audit Report
• Presence at AGM

Understanding the Company’s Environment, Internal Controls and Preliminary Review of Documents

• 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 – Master Information
• 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, Other Applicable Laws, and Other Aspects

• Securities Market Regulations
• FEMA, 1999 and the Rules and Regulations thereunder
• Other Specifically Applicable Laws
• Adequacy and effectiveness of systems in place to ensure compliance with general laws
• Governance Aspects
• Other Aspects

Auditors’ Responsibility in Respect of Fraud

• What is fraud?
• A Study of Responsibility in Relation to Frauds
• Areas requiring in-depth focus in fraud detection

Evaluation of Audit Evidence, Forming of Opinion and Preparation of Secretarial Audit Report

• Evaluating Audit Evidence
• Forming an opinion
• Process for Forming of Opinion
• Management Representation Letter
• Unmodified/Modified Opinion
• Limitations on the Scope of Audit
• Auditor’s Responsibility
• Format of Report

Ensuring Quality Control in Secretarial Audit

• Quality Control
• The ICSI Manual on Quality Control Processes
• Components Necessary for Establishing Quality in a Firm’s Functioning
• 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 Strategy
• Secretarial Audit and Sustainability

About the author

Usha Ganapathy Subramanian

Ms Usha Ganapathy Subramanian is an Associate Member of the Institute of Company Secretaries of India (ACS) with an overall experience of nearly a decade. She is currently in whole-time practice and previously worked with Sundaram Hydraulics Limited (A TVS Group Company) as a Company Secretary, handling the accounting domain. She also teaches corporate and securities laws for the Company Secretaryship course.

She has authored and co-authored articles which have been published in professional journals. Her opinions of various aspects of securities markets are regularly featured in several National economic dailies. She has edited newsletters, case studies, fiction and non-fiction books.

Besides an ACS, she is also a CFA from the ICFAI University (India) and holds a Diploma in Management Accounting from CIMA, London. She secured all-India rank in Foundation and Final levels of Company Secretary examinations and received Prize-II in B.Com. From the University of Madras.

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A Sekar

CS A Sekar has been in whole-time practice as company secretary since 1996. He specialises in Corporate Laws, Foreign Exchange Management (FEMA), SEBI and Securities Laws, Mergers and Acquisitions, Cost & Management Accounting, Due Diligence, Transfer Pricing, Business Valuations and Corporate Sustainability.

He also advises organisations in the SME sector on Strategic Management issues, Capital Financing & Structuring, IPO and Compliance Management. He also advises listed entities on implementing systems and procedures for ESG and Sustainability reporting. CS A Sekar is a B. Com., FCMA, ACS, LL.B.(Gen) and CMA (ANZ).

Ranjith Krishnan

Dr. Ranjith Krishnan has been in full-fledged academics for the last twenty-one years. He has worked in senior positions in educational bodies, viz. NISM and ICSI, where he handled diverse portfolios such as teaching, research, training, preparation of academic backgrounders, etc.

He is a member of the Board of Studies and Advisory Boards in several educational institutions and has contributed to drafting syllabi for Undergraduate/Post Graduate courses. He holds a Ph.D. in Management and postgraduation in multiple disciplines, including Law and Human Resource Management.