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Secretarial auditor u/s 92(2)

Yogesh Joshi (Company secretary) (78 Points)

14 December 2015

Hii Friends, Is there any procedure for appointment of Secretarial Auditor u/s 92(2)? The comprehensive reading of section 117, 179 and rule 8 gives impression that the appointment of secretarial auditor should be filed with ROC. Will the same be applicable w.r.t. 92(2) appointment? Thank You Yogesh Joshi

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3 Replies

Hemant K (36 Points)
Replied 15 December 2015

Hi Yogesh,

Annexure A to SS-1 and guidance note on secretarial audit contemplates appointment of secretarial auditor by mean of a board resolution. There's no requirement for filing his appointment with ROC.

As far as 92 (2) is concerned, CS in practice is not doing any report but certifying the annual return and therefore i don't think there is any statutory need for board resolution for this annual return certification like many oher certification which a CS in practice does. Ex. certification of form for appointment/resignation of director etc.

Regards

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Yogesh Joshi (Company secretary) (78 Points)
Replied 15 December 2015

Thanks Hemant K for your prompt reply,

However u/s 92(2), PCS need to give certificate in form MGT_8. This section is applicable to listed companies or companies having 10 cr or more paid up capital or turnover of 50 cr or more.

92(1) states the requirement of certification by PCS to Annual Return. 92(2) requires certificate in MGT 8. My query is specifically in connection with 92(2).

Thanks

Hemant K (36 Points)
Replied 15 December 2015

Hi Yogesh,

As per Guidance Note on Annual Return issued by ICSI, CS be appointed by the Board atleast 3 months before the board meeting for considering the annual accounts.

Regards