Secretarial Audits under Corporate Laws and Annual Return Certification  
Third Edition
Published by Bloomsbury Publishing India Pvt. Ltd
Publication Date:  Available in all formats
ISBN: 9789390513499
Pages: 964

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    Contains ready-to-use and easy-to-use tabular format for Audit checklists for conducting following Audits of Listed/ Unlisted Public/Private Companies
    Covers the applicable provisions of:
    together with the rules and regulations relevant for the audit purpose
    Contains Annual Compliance Calendar for all companies as well as Periodic Returns for NBFCs
    Contains ancillary audit documents like Balance Sheet Scrutiny form, Lists of documents required for conducting Audits , Format of Management Representation Letter
    Contains List of industry-wise applicable laws
    Contains ICSI Auditing standards- (mandatory w.e.f. 1.04.21)

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    Contains ready-to-use and easy-to-use tabular format for Audit checklists for conducting following Audits of Listed/ Unlisted Public/Private Companies
    Covers the applicable provisions of:
    together with the rules and regulations relevant for the audit purpose
    Contains Annual Compliance Calendar for all companies as well as Periodic Returns for NBFCs
    Contains ancillary audit documents like Balance Sheet Scrutiny form, Lists of documents required for conducting Audits , Format of Management Representation Letter
    Contains List of industry-wise applicable laws
    Contains ICSI Auditing standards- (mandatory w.e.f. 1.04.21)

Table of contents
About the authors v
Preface and acknowledgement xi
How to use this book? xiii
Detailed table of contents xix
PART I ANNUAL RETURN CERTIFICATIONS UNDER COMPANIES ACT, 2013
Chapter 1 Introduction to Annual Return certification under the Companies Act, 2013 1.1
Chapter 2 Annual Return certification Audit checklist (MGT 8 certification) 2.1
Chapter 3 Registers (Books, Documents, Records) & Returns to be maintained by Companies 3.1
Chapter 4 Annual compliances under the Companies Act, 2013 4.1
Chapter 5 Periodic Returns of NBFCs 5.1
PART II SECRETARIAL AUDIT
DIVISION I THE COMPANIES ACT, 2013
Chapter 6 Introduction to Secretarial Audit under Companies Act, 2013 6.1
Chapter 7 Checklist of additional points as per the Companies Act, 2013 for Secretarial Audit 7.1
DIVISION II SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992
Chapter 8 Audit checklist for compliances of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 8.1
Chapter 9 Audit checklist for compliances of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 9.1
Chapter 10 Audit checklist for compliances of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 updated till 15th July, 2023 10.1
Chapter 11A Audit checklist for compliances of the Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2018 with reference to Initial Public Offer 11A.1
Chapter 11B Audit checklist for compliances of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 with reference to rights issue 11B.1
Chapter 11C Audit checklist for compliances of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 with reference to further Public Offer 11C.1
Chapter 11D Audit checklist for compliances of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 with reference to preferential issue 11D.1
Chapter 11E Audit checklist for compliances of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 with reference to Qualified Institutions Placement 11E.1
Chapter 11F Audit checklist for compliances of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 with reference to Initial Public Offer by Small and Medium Enterprises 11F.1
Chapter 12 Audit checklist for compliances of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 12.1
Chapter 13 Audit checklist for compliances of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (updated till 15th July, 2023) 13.1
Chapter 14 Audit checklist for compliances of the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 14.1
Chapter 15 Audit checklist for compliances of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 15.1
Chapter 16 Audit checklist for compliances of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 16.1
Chapter 17 List of other applicable Securities and Exchange Board of India Regulations for the purpose of Secretarial Audit 17.1
DIVISION III THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999
Chapter 18 Audit checklist for compliances of External Commercial Borrowings provisions 18.1
Chapter 19 Audit checklist for compliances of Overseas Direct Investment provisions 19.1
Chapter 20 Audit checklist for compliances of Foreign Direct Investment provisions read with Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 (updated till 15th June 2023) 20.1
Chapter 21 Audit checklist for compliances of Foreign Direct Investment provisions read with Foreign Exchange Management (Non-debt Instruments) Rules, 2019 21.1
DIVISION IV THE SECURITIES CONTRACT (REGULATION) ACT, 1956
Chapter 22 Audit checklist for compliances of the Securities Contract (Regulation) Act, 1956 read with Securities Contracts (Regulation) Rules, 1957 22.1
DIVISION V THE DEPOSITORIES ACT, 1996
Chapter 23 Audit checklist for compliances of the Depositories Act, 1996 read with SEBI (Depositories and Participants) Regulations, 2018 23.1
DIVISION VI OTHERS
Chapter 24 Suggested List of Industry-Wise Laws for Secretarial Audit 24.1
Chapter 25 Other documents for Audit 25.1
DIVISION VII ICSI AUDITING STANDARDS
Chapter 26 ICSI Auditing Standards 26.1
Biographical note

CS Milind Kasodekar is a Fellow Member of the Institute of Company Secretaries of India (ICSI), Associate Member of the Institute of Cost Accountants of India (ICAI) and a Commerce and Law graduate.

He served the pharma and steel industry as a Cost Accountant for 4 years. In 1990, he started his practice as a Company Secretary, in Pune. He is serving the corporates as a Practicing Professional for last more than 25 years.

In the year 2000, he founded the firm of Practicing Company Secretaries, ‘MRM Associates’ and was designated as Managing Partner in the firm.

He has been actively associated with the Institute of Company Secretaries of India for almost 2 decades. He is also an Insolvency Professional registered with Insolvency and Bankruptcy Board of India (IBBI). He is registered as Mediator and Conciliator with Regional Director Western Region for the territory of Maharashtra, Goa and Union territory of Daman and Diu and Regional Director North Western Region for the territory of Gujrat, Madhya Pradesh and Chhatisgarh.

Shilpa Dixit, is a Fellow Member of the ICSI and is a Practising Company Secretary from Pune with more than 15 years of experience in practice. She has done her B. Com from Pune University and pursued her LLB from the ILS Law College, Pune.

She is being also working as an Insolvency Professional and is a member of Indian Institute of Corporate Affairs

She has a knowledge in the fields of Corporate Laws, Listing guide-lines and SEBI Regulations and she is an advisor to various Public and Private Limited Companies including top MNCs.

She has contributed many articles on corporate laws in ICSI’s journals and has received a Best Article for the Year Award in the year 2007, from the Pune Chapter of ICSI, for her article on “Legalization of Foreign Public Documents with reference to the Hague Conference on Private International Law (Hague Apostil Convention)”.

She is a faculty to the programmes conducted by professional institutes and has served on many committees of the Pune Chapter and the Western India Regional Council of the ICSI, since 2007.

As a Chairperson of the Committee of the Practicing Company Secretaries, in the year 2009, she undertook and successfully completed the work of publishing the revised edition of the Handbook for Entrepreneurs & Professionals, published by the Pune Chapter of the WIRC of ICSI namely “All About Private Limited Companies”.

CS Amogh Diwan is a Practising Company Secretary currently based in Pune, India. His core areas include legal research, audits, legal consultancy, contract drafting & analysis, and setting up businesses in India. He is actively contributing to the field in various capacities since over half a decade.

As a speaker, he has delivered various sessions at professional programmes across the country. In addition to this, he has commenced and taught a course on ‘Corporate Finance’ to LL. M. students at ILS Law College, Pune for three years.

Excerpt

Secretarial Audits under Corporate Laws and Annual Return Certification

Secretarial Audits under Corporate Laws and Annual Return Certification

Third Edition

CS Milind Kasodekar | CS Shilpa Dixit | CS Amogh Diwan

About the authors

CS Milind Kasodekar is a Fellow Member of the Institute of Company Secretaries of India (ICSI), Associate Member of the Institute of Cost Accountants of India (ICAI) and a Commerce and Law graduate.

He served the pharma and steel industry as a Cost Accountant for 4 years. In 1990, he started his practice as a Company Secretary, in Pune. He is serving the corporates as a Practicing Professional for last more than 25 years.

In the year 2000, he founded the firm of Practicing Company Secretaries, ‘MRM Associates’ and was designated as Managing Partner in the firm.

Milind’s areas of professional interests are:

  • Corporate Laws, Mergers and Acquisitions, Winding up & Liquidation of Companies.
  • Appearance before various judicial and quasi-judicial authorities, including erstwhile Company Law Board, National Company Law Tribunal, Reserve Bank of India (FEMA matters), Stock Exchanges etc. Voluntary liquidation of public and private limited companies including a listed companies and taking up assignments as Liquidator in many such companies.
  • Advisory services to many organisations, which includes body corporates in and outside India, Listed Companies, Unlisted Public Companies, Private Limited Companies from different types of industry.
  • Corporate Commercial Arbitration.

He has been actively associated with the Institute of Company Secretaries of India for almost 2 decades. He has contributed vigorously towards the Profession of the Company Secretaries in the following roles:

He has been addressing in various Programs for the Professionals organized by the various Professional Institutions. He has also authored many articles & publications of ICSI.

He has been 13th rank holder in the Final Examination of ICAI held in the year 1985.

As a Nominated Member from the ICSI, he served on the Cost Accounting Standards Board for the years 2009 and 2010.

Presently he holds the position of a Director in the following Companies:

He is also an Insolvency Professional registered with Insolvency and Bankruptcy Board of India (IBBI).

He is registered as Mediator and Conciliator with Regional Director Western Region for the territory of Maharashtra, Goa and Union territory of Daman and Diu and Regional Director North Western Region for the territory of Gujrat, Madhya Pradesh and Chhatisgarh.

He is a co-author of following Books published by Bloomsbury India Professional:

  • Meetings – Notices Resolutions and Minutes under the Companies Act, 2013 (3 editions).
  • Company Law Procedures with compliances & Check lists – A Practical Approach to the Companies Act, 2013 (7 editions).
  • Bloomsbury’s Quick Guide to tax & Corporate laws (4 editions).
  • The Director’s Handbook (3 editions).
  • Ready Reckoner on the Companies (Amendment) Act, 2017 (Released in February, 2018) (E-book).

Shilpa Dixit, is a Fellow Member of the ICSI and is a Practising Company Secretary from Pune with more than 15 years of experience in practice. She has done her B. Com from Pune University and pursued her LLB from the ILS Law College, Pune.

She is being also working as an Insolvency Professional and is a member of Indian Institute of Corporate Affairs

She has a knowledge in the fields of Corporate Laws, Listing guide-lines and SEBI Regulations and she is an advisor to various Public and Private Limited Companies including top MNCs.

Shilpa’s areas of practice include:

  • The Secretarial Audits under the Companies Act, 2013;
  • Due Diligence Audits under the Company Law & compliances related to SEBI Regulations;
  • Periodical Audits as per the Listing Agreements with the Stock Exchanges;
  • Foreign Exchange Management laws;
  • Formation and Management of JV Companies;
  • Formations and management of LLPs;
  • Registrations under the MSMED Act etc.

She has contributed many articles on corporate laws in ICSI’s journals and has received a Best Article for the Year Award in the year 2007, from the Pune Chapter of ICSI, for her article on “Legalization of Foreign Public Documents with reference to the Hague Conference on Private International Law (Hague Apostil Convention)”.

She is a faculty to the programmes conducted by professional institutes and has served on many committees of the Pune Chapter and the Western India Regional Council of the ICSI, since 2007.

As a Chairperson of the Committee of the Practicing Company Secretaries, in the year 2009, she undertook and successfully completed the work of publishing the revised edition of the Handbook for Entrepreneurs & Professionals, published by the Pune Chapter of the WIRC of ICSI namely “All About Private Limited Companies”.

She had been an Office Bearer of the Managing Committee of Pune Chapter of ICSI during 2011 to 2014 and has served the position of a Chairperson of Pune Chapter of ICSI in 2014.

In 2015, she was the first female Company Secretary getting elected from the Pune on the Western India Regional Council of ICSI. And recently she has been re-elected as Member on the WIRC for the term from 2019-2022

While as a Member WIRC, till date, She has served the position of a

  • Secretary of WIRC of ICSI in the year 2015
  • a Vice-Chairperson of WIRC of ICSI in the year 2017
  • A Chairperson of the Training & Education Facilities committee of WIRC of ICSI in the year 2018
  • A Chairperson of the Library Committee of WIRC of ICSI in the year 2019
  • A Chairperson of the IT committee of WIRC of ICSI in the year 2020
  • A Chairperson of the Library Committee of WIRC of ICSI in the year 2021 & 2022

In the year, 2018 she has been also appointed as member on the Auditing Standard Board of ICSI

She has also served a position of Woman and Independent Director in one of the Listed Company based in Pune, Enkei Wheels (India) Limited from 2013 to 2021

She is a Director in two Private limited companies based in Pune.

She has co-authored the following books published by Bloomsbury India Professional:

  • Secretarial Audits under Corporate Law and Annual Return certification (1st edition 2020) (2nd edition 2021)
  • Meetings- Notices Resolutions and Minutes Under the Companies Act,2013 (1st edition, 2019) (2nd edition 2020) (3rd edition 2021)
  • Company Law Procedures with compliances & Check lists– A Practical Approach to the Companies Act, 2013 (2nd edition 2017) (3rd edition, 2018) (4th edition, 2019) (5th edition, 2019) (6th edition, 2020) (7th edition, 2022)
  • Bloomsbury’s Quick Guide to tax & Corporate laws (2nd edition released in September 2017) (3rd edition released in August, 2018)
  • ‘The Director’s Handbook’ (1st edition, 2017) (2nd edition 2020) (3rd edition 2021)
  • Ready Reckoner on the Companies (Amendment) Act, 2017 (Released in February, 2018)(E-book)

She is being awarded with the “Rotary Professional Excellence Award” in the category of Company Secretaries at the Rotary Fest, 2019 held at Pune.

CS Shilpa Dixit (July, 2023)

Amogh Diwan, ACS, B.S.L. LL.B., LL. M. (Business Law)

CS Amogh Diwan is a Practising Company Secretary currently based in Pune, India.

His core areas include legal research, audits, legal consultancy, contract drafting & analysis, and setting up businesses in India. He is actively contributing to the field in various capacities since over half a decade.

He has co-authored the following books published by Bloomsbury India Professional:

  • ‘The Director’s Handbook’ (presently, 3rd edition)
  • ‘Meetings – Notices, Resolutions and Minutes Under the Companies Act, 2013’ (presently, 3rd edition)
  • ‘Company Law Procedures’ (presently, 7th edition)
  • ‘Secretarial Audits under Corporate Laws and Annual Return Certification’ (presently, 2nd edition)
  • ‘Ready Reckoner on the Companies (Amendment) Act, 2017’

Furthermore, he was a Core Contributor for the commentary on company law, titled ‘ICSI Premier on Company Law – Volume I, Sections 1-148’ and has also contributed to Marathi Vishwakosh. His multiple research papers published and presented in journals and seminars (national and international) were well appreciated.

As a speaker, he has delivered various sessions at professional programmes across the country. In addition to this, he has commenced and taught a course on ‘Corporate Finance’ to LL. M. students at ILS Law College, Pune for three years.

During the year 2018, he was a member of ‘Auditing Standards Board’, ‘ICSI Core Group to harmonise and simplify the corporate and non-corporate structures in India’ of the Institute of Company Secretaries of India and ‘Training, Education and Facilitation Committee’ of Western India Regional Council of ICSI. During the year 2019 and 2021, he was a member of the Library Committee of Western India Regional Council of ICSI.

In his rich academic journey, he has secured multiple accolades. During the LL. M. course, he was recognised by the Department of Post-graduation in Law as ‘Student Par Excellence’ and secured 5th rank in University of Pune. While pursuing Company Secretary Course, he has secured All India Rank 7 (Professional stage - December 2012) and All India Rank 2 (Foundation stage - December 2010).

While completing ‘Certificate Course in Legislative Drafting’ by Institute of Advanced Legal Studies, he was adjudged as the ‘Best Legislative Drafter’.

Additionally, he has completed 1 year Certificate Courses in ‘Law and Economics’ and Certificate Courses in ‘Financial Modelling’, ‘Financial Engineering & Structured Finance’ with distinction from Gokhale Institute of Politics and Economics, Pune.

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