Query: Appointment of Secretarial Auditor

[Ankita Bhargav]

Hi All,

I need clarification regarding the applicability of Secretarial Audit.

If a company’s turnover has exceeded ₹250 crore in FY 2024–25, how should it comply with the Secretarial Audit requirements? Specifically, I would like to know from which date the Secretarial Auditor should be appointed, considering that we came to know about the applicability while preparing the annual filings (which is still due).

Additionally, please confirm whether the MR-3 report needs to be attached to the Board’s Report for this financial year.

Kindly guide me.

Thanks, 

CS Ankita

[Ankita Bhargav]

Hi All,

Please advise me on this matter.

Thanks and Regards, 

CS Ankita Bhargav

--
If you want to join our Whatsapp Group "Gyan Gurukul" for quick updates on Recent Amendments and resolution of Queries, drop message to us on our whatsapp no 8130757966 (mention your Profession, Name, City).
---
You received this message because you are subscribed to the Google Groups "Gyan Gurukul - CS Divesh Goyal" group.
To unsubscribe from this group and stop receiving emails from it, send an email to gyan-gurukul-cs-dive...@googlegroups.com.
To view this discussion visit https://groups.google.com/d/msgid/gyan-gurukul-cs-divesh-goyal/CADBCe4cj68GqxXc%3Dsphe%2BX4VApkGXv68f9zPn3AcT5AqOcXGPA%40mail.gmail.com.

[Ketan Loomba]

Dear Ankita,

As the applicability was known late i.e. after receiving of audited financial statements.

The appointment of secretarial auditor should be done in the board meeting where approving the FS and audit report has to be done.

( Except in case of listed companies where reg 24A prescribes appointment in AGM and for 5 consecutive years)

And as the appointment is for FY2024-25, report in MR-3 should be annexed with the board report for the same financial year.

Regards 

Ketan Loomba 

7987478832

To view this discussion visit https://groups.google.com/d/msgid/gyan-gurukul-cs-divesh-goyal/CADBCe4fG_SiyYjyFHqzGA9B-3rZKS-L1ESQFMdAEO%2BC1iC-_mg%40mail.gmail.com.

[Gopal Rathnam]

1).  For FY 2024–25, a company exceeding ₹250 crore turnover triggers secretarial audit applicability under Section 204(1), assessed on the last date of the audited financial statements; appoint the secretarial auditor immediately via board resolution (before Board's Report finalization) since filings are pending, and file MGT-14 within 30 days.​

2). Applicability Criteria:-Secretarial audit applies to public companies with turnover ≥ ₹250 crore (or paid-up capital ≥ ₹50 crore, or loans/borrowings ≥ ₹100 crore from banks/FIs) on the FY-end date. Threshold breach during FY 2024–25 mandates compliance for that year's Board's Report.​

3).  Appointment Timeline-Appoint a practicing Company Secretary (PCS) by board resolution now, as the audit covers the full FY and must precede the Board's Report (due before AGM). No retrospective appointment needed if discovered post-FY-end; issue engagement letter and provide all records for audit completion.​
4) MR-3 Filing Requirement -

Yes, annex the Secretarial Audit Report (Form MR-3) to the Board's Report for FY 2024–25, explaining any qualifications/observations therein per Section 134(3). File AOC-4 with Board's Report (including MR-3 attachment) and MGT-7 post-AGM.

Hope this brings clarity​

gopalrathnam-9886618696