Section 24A of SEBI (LODR), Regulations 2015
(1) Every listed company2(52) Listed company means a company which has any of its securities listed on any recognised stock exchange and a company belonging to other class of companies as may be prescribedRefer Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.To view the rule,Click Here shall annex with its Board’s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice2(25) Company Secretary in Practice means a company secretary who is deemed to be in practice under sub-section (2) of section 2 of the Company Secretaries Act, 1980 (56 of 1980), in such form as may be prescribed.Refer rule 9 and Form No. MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014. To view the rule,Click Here
(2) It shall be the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company.
(3) The Board of Directors2(10) Board of Directors, in relation to a company, means the collective body of the directors of the company, in their report made in terms of sub-section (3) of section 134, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report under sub-section (1).
(4) If a company or any officer2(59) Officer includes any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default, shall be liable to a penalty of two lakh rupeesSubstituted vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 21.12.2020. To view the Act, Click Here. To view the commencement notification, Click Here. punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.
13.1.9- Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014
9. Secretarial Audit Report.-
(1) For the purposes of sub-section (1) of section 204, the other class of companies shall be as under-
(a) every public company having a paid-up share capital of fifty crore rupees or more; or
(b) every public company having a turnover of two hundred fifty crore rupees or more. orInserted vide the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2020 dated 03.01.2020 w.e.f., 01.04.2020. To view the Notification, Click Here.
(c) every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more.Inserted vide the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2020 dated 03.01.2020 w.e.f., 01.04.2020. To view the Notification, Click Here.
Explanation :-Inserted vide the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2020 dated 03.01.2020 w.e.f., 01.04.2020. To view the Notification, Click Here.For the purposes of this sub-rule, it is hereby clarified that the paid up share capital, turnover, or outstanding loans or borrowings as the case may be, existing on the last date of latest audited financial statement shall be taken into account.
(2) The format of the Secretarial Audit Report shall be in Form No.MR.3.To view return ,Click Here