The concept of Secretarial Audit was introduced by the Companies Act, 2013, with the objective of ensuring that companies adhere to the prescribed rules, regulations, and legal frameworks. The role of conducting this audit is entrusted to a Company Secretary holding a valid Certificate of Practice (PCS). The Secretarial Audit verifies a company’s compliance with various laws, rules, and regulations. Upon completion, the auditor prepares a Secretarial Audit Reportin Form MR-3, which is submitted to the company’s members.
Secretarial Audit is mandatory for:
To strengthen the auditing capabilities of Company Secretaries, the Institute of Company Secretaries of India (ICSI)has undertaken initiatives to develop advanced auditing techniques and tools. This includes the establishment of the Auditing Standards Board, which lays the foundation for Company Secretaries Auditing Standards (CSAS) in India.
These standards aim to inculcate best practices in auditing, ensure uniformity and consistency, and uphold high ethical standards.
The Council of the Institute of Company Secretaries of India (ICSI) has issued four Auditing Standards, designed to guide Company Secretaries in performing audits with professionalism and integrity:
CSAS-1 provides a comprehensive framework to define the auditor’s responsibilities concerning an Audit Engagementand the process of entering into agreements with the Appointing Authority. It emphasizes the importance of transparency, accountability, and structured engagements.
Appointment of the Auditor
Audit Engagement Letter
This letter must clearly outline the following:
Additionally, the newly appointed auditor must inform the previous auditor about the appointment.
The standard requires auditors to avoid substantial conflicts of interest with the auditee. Any potential conflict of interest must be disclosed before accepting the engagement or as soon as it is identified.
Examples of Conflicts of Interest:
The auditor must maintain strict confidentiality regarding information obtained during the audit. This includes:
The auditor must adhere to the agreed terms of engagement. If any changes are required, they must be mutually agreed upon and documented through a supplementary or revised engagement letter.
The auditor must comply with any prescribed limits on the number of engagements, as set forth by applicable laws or the ICSI.
CSAS-1 establishes a structured framework for Audit Engagements, ensuring professionalism, transparency, and ethical compliance. By emphasizing clear communication, conflict management, confidentiality, and adherence to legal standards, CSAS-1 strengthens trust between auditors and appointing authorities.
Incorporating this standard not only promotes consistency and reliability in auditing practices but also fosters robust corporate governance, contributing to a culture of accountability and integrity.
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Article Compiled by:-
~Neel Lakhtariya
(LegalMantra.net Team)