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Engagement letter, secretarial audit

Engagement reference

Date of this letter

Name of the Company

Fills 4 places in the document.

Registered office address of the Company

CIN of the Company

Name and designation of the contact person

Financial year under audit

Date of the Board meeting appointing the Secretarial Auditor

Has been / need not be

Date of the AGM approving the appointment

First financial year of the term

Last financial year of the term

Date of the latest audited balance sheet

Stock exchanges on which listed, or not listed

Yes / No (1)

Paid-up share capital in Rs crore

Yes / No (2)

Turnover in Rs crore

Yes / No (3)

Outstanding loans or borrowings from banks and public financial institutions in Rs crore

Yes / No (4)

Name of the listed holding entity, or not applicable

Yes / No (5)

Name of the signing partner

ACS / FCS

Membership number of the signing partner

Certificate of practice number

Peer review certificate number

Date of expiry of the peer review certificate

Name of the previous Secretarial Auditor, or none

Start date of the audit period

End date of the audit period

Is / is not

Date of the planning meeting

Date of the interim review

Date of final fieldwork

Date of the draft observations

Date of the management responses

Date of the signed report

Audit fee in Rs

Audit fee in words

GSTIN of the firm

Cap on out-of-pocket expenses in Rs

Percentage of fee payable on acceptance

Days allowed for payment

Hourly rate in Rs

Retention period in years

Multiple of the fee

Seat of arbitration

City of the competent courts

Name of the firm of Company Secretaries

Partner / Proprietor

Name of the authorised signatory of the Company

Designation of the authorised signatory

DIN or membership number of the authorised signatory

Place of acceptance

Date of acceptance

Yes / No (6)

Yes / No (7)

Yes / No (8)

Yes / No (9)

Yes / No (10)

Yes / No (11)

Yes / No (12)

Yes / No (13)

Yes / No (14)

Yes / No (15)

Law, row 1

Regulator, row 1

Licences, registrations and returns to be, row 1

Person responsible at the Company, row 1

Law, row 2

Regulator, row 2

Licences, registrations and returns to be, row 2

Person responsible at the Company, row 2

Law, row 3

Regulator, row 3

Licences, registrations and returns to be, row 3

Person responsible at the Company, row 3

Secretarial audit programme and working papers

Name of the firm of Company Secretaries

Name of the Company

CIN of the Company

Financial year under audit

Listed / Unlisted public / Private

Rule 9(1) test or Regulation 24A that applies

Name of the preparer

Name of the reviewer

Name of the signing partner

Done on, row 1

By, row 1

Done on, row 2

By, row 2

Done on, row 3

By, row 3

Done on, row 4

By, row 4

Done on, row 5

By, row 5

Done on, row 6

By, row 6

Done on, row 7

By, row 7

Done on, row 8

By, row 8

Done on, row 9

By, row 9

Done on, row 10

By, row 10

Board, committee and independent directors’: Number in the year

Board, committee and independent directors’: Examined

General meetings, postal ballots: Number in the year

General meetings, postal ballots: Examined

Annual and periodic forms: Number in the year

Annual and periodic forms: Examined

Event-based forms: Number in the year

Event-based forms: Examined

Transfers, transmissions, demat requests: Number in the year

All / Sample, state basis

Transfers, transmissions, demat requests: Examined

Sector-law returns: Number in the year

Sector-law returns: Examined

Evidence examined, row 1 (1)

Observation, row 1 (1)

Status, row 1 (1)

Evidence examined, row 2 (1)

Observation, row 2 (1)

Status, row 2 (1)

Evidence examined, row 3 (1)

Observation, row 3 (1)

Status, row 3 (1)

Evidence examined, row 4 (1)

Observation, row 4 (1)

Status, row 4 (1)

Evidence examined, row 5 (1)

Observation, row 5 (1)

Status, row 5 (1)

Evidence examined, row 6 (1)

Observation, row 6 (1)

Status, row 6 (1)

Evidence examined, row 7 (1)

Observation, row 7 (1)

Status, row 7 (1)

Evidence examined, row 8 (1)

Observation, row 8 (1)

Status, row 8 (1)

Evidence examined, row 9 (1)

Observation, row 9 (1)

Status, row 9 (1)

Evidence examined, row 10 (1)

Observation, row 10 (1)

Status, row 10 (1)

Evidence examined, row 11 (1)

Observation, row 11 (1)

Status, row 11 (1)

Evidence examined, row 12 (1)

Observation, row 12 (1)

Status, row 12 (1)

Evidence examined, row 13 (1)

Observation, row 13 (1)

Status, row 13 (1)

Evidence examined, row 14 (1)

Observation, row 14 (1)

Status, row 14 (1)

Evidence examined, row 15 (1)

Observation, row 15 (1)

Status, row 15 (1)

Evidence examined, row 16

Observation, row 16

Status, row 16

Evidence examined, row 17

Observation, row 17

Status, row 17

Evidence examined, row 18

Observation, row 18

Status, row 18

Evidence examined, row 19

Observation, row 19

Status, row 19

Evidence examined, row 1 (2)

Observation, row 1 (2)

Status, row 1 (2)

Evidence examined, row 2 (2)

Observation, row 2 (2)

Status, row 2 (2)

Evidence examined, row 3 (2)

Observation, row 3 (2)

Status, row 3 (2)

Evidence examined, row 4 (2)

Observation, row 4 (2)

Status, row 4 (2)

Evidence examined, row 5 (2)

Observation, row 5 (2)

Status, row 5 (2)

Evidence examined, row 6 (2)

Observation, row 6 (2)

Status, row 6 (2)

Evidence examined, row 7 (2)

Observation, row 7 (2)

Status, row 7 (2)

Evidence examined, row 8 (2)

Observation, row 8 (2)

Status, row 8 (2)

Evidence examined, row 9 (2)

Observation, row 9 (2)

Status, row 9 (2)

Evidence examined, row 1 (3)

Observation, row 1 (3)

Status, row 1 (3)

Evidence examined, row 2 (3)

Observation, row 2 (3)

Status, row 2 (3)

Evidence examined, row 3 (3)

Observation, row 3 (3)

Status, row 3 (3)

Evidence examined, row 4 (3)

Observation, row 4 (3)

Status, row 4 (3)

Evidence examined, row 5 (3)

Observation, row 5 (3)

Status, row 5 (3)

Evidence examined, row 6 (3)

Observation, row 6 (3)

Status, row 6 (3)

Evidence examined, row 7 (3)

Observation, row 7 (3)

Status, row 7 (3)

Evidence examined, row 8 (3)

Observation, row 8 (3)

Status, row 8 (3)

Evidence examined, row 9 (3)

Observation, row 9 (3)

Status, row 9 (3)

AOC-4, AOC-4 XBRL or CFS: AGM or base date

AOC-4, AOC-4 XBRL or CFS: Date filed

AOC-4, AOC-4 XBRL or CFS: SRN

MGT-7 or MGT-7A: AGM or base date

MGT-7 or MGT-7A: Date filed

MGT-7 or MGT-7A: SRN

ADT-1: AGM or base date

ADT-1: Date filed

ADT-1: SRN

MGT-15 (listed): AGM or base date

MGT-15 (listed): Date filed

MGT-15 (listed): SRN

CSR-2: AGM or base date

CSR-2: Due date

CSR-2: Date filed

CSR-2: SRN

DPT-3: AGM or base date

DPT-3: Due date

DPT-3: Date filed

DPT-3: SRN

MSME-1, to 30 September: AGM or base date

MSME-1, to 30 September: Due date

MSME-1, to 30 September: Date filed

MSME-1, to 30 September: SRN

MSME-1, to 31 March: AGM or base date

MSME-1, to 31 March: Due date

MSME-1, to 31 March: Date filed

MSME-1, to 31 March: SRN

DIR-3 KYC, directors due: AGM or base date

DIR-3 KYC, directors due: Due date

DIR-3 KYC, directors due: Date filed

DIR-3 KYC, directors due: SRN

PAS-6, to 30 September: AGM or base date

PAS-6, to 30 September: Date filed

PAS-6, to 30 September: SRN

PAS-6, to 31 March: AGM or base date

PAS-6, to 31 March: Date filed

PAS-6, to 31 March: SRN

CRA-2: AGM or base date

CRA-2: Due date

CRA-2: Date filed

CRA-2: SRN

CRA-4: AGM or base date

CRA-4: Date filed

CRA-4: SRN

FLA return: AGM or base date

FLA return: Due date

FLA return: Date filed

FLA return: SRN

Annual Performance Report: AGM or base date

Annual Performance Report: Due date

Annual Performance Report: Date filed

Annual Performance Report: SRN

ECB-2, month tested: AGM or base date

ECB-2, month tested: Due date

ECB-2, month tested: Date filed

ECB-2, month tested: SRN

Date of event, row 1

Date filed, row 1

SRN, row 1

Date of event, row 2

Date filed, row 2

SRN, row 2

Date of event, row 3

Date filed, row 3

SRN, row 3

Date of event, row 4

Date filed, row 4

SRN, row 4

Date of event, row 5

Date filed, row 5

SRN, row 5

Date of event, row 6

Date filed, row 6

SRN, row 6

Date of event, row 7

Date filed, row 7

SRN, row 7

Date of event, row 8

Date filed, row 8

SRN, row 8

Date of event, row 9

Date filed, row 9

SRN, row 9

Date of event, row 10

Date filed, row 10

SRN, row 10

Date of event, row 11

Date filed, row 11

SRN, row 11

Date of event, row 12

Date filed, row 12

SRN, row 12

Date of event, row 13

Date filed, row 13

SRN, row 13

Date of event, row 14

Date filed, row 14

SRN, row 14

Date of event, row 15

Date filed, row 15

SRN, row 15

Date of event, row 16

Date filed, row 16

SRN, row 16

Evidence examined, row 1 (4)

Observation, row 1 (4)

Status, row 1 (4)

Evidence examined, row 2 (4)

Observation, row 2 (4)

Status, row 2 (4)

Evidence examined, row 3 (4)

Observation, row 3 (4)

Status, row 3 (4)

Evidence examined, row 4 (4)

Observation, row 4 (4)

Status, row 4 (4)

Evidence examined, row 5 (4)

Observation, row 5 (4)

Status, row 5 (4)

Evidence examined, row 6 (4)

Observation, row 6 (4)

Status, row 6 (4)

Evidence examined, row 7 (4)

Observation, row 7 (4)

Status, row 7 (4)

Evidence examined, row 8 (4)

Observation, row 8 (4)

Status, row 8 (4)

Evidence examined, row 9 (4)

Observation, row 9 (4)

Status, row 9 (4)

Evidence examined, row 10 (2)

Observation, row 10 (2)

Status, row 10 (2)

Evidence examined, row 1 (5)

Observation, row 1 (5)

Status, row 1 (5)

Evidence examined, row 2 (5)

Observation, row 2 (5)

Status, row 2 (5)

Evidence examined, row 3 (5)

Observation, row 3 (5)

Status, row 3 (5)

Evidence examined, row 4 (5)

Observation, row 4 (5)

Status, row 4 (5)

Evidence examined, row 5 (5)

Observation, row 5 (5)

Status, row 5 (5)

Evidence examined, row 6 (5)

Observation, row 6 (5)

Status, row 6 (5)

Evidence examined, row 7 (5)

Observation, row 7 (5)

Status, row 7 (5)

Evidence examined, row 8 (5)

Observation, row 8 (5)

Status, row 8 (5)

Evidence examined, row 9 (5)

Observation, row 9 (5)

Status, row 9 (5)

Evidence examined, row 10 (3)

Observation, row 10 (3)

Status, row 10 (3)

Evidence examined, row 11 (2)

Observation, row 11 (2)

Status, row 11 (2)

Evidence examined, row 12 (2)

Observation, row 12 (2)

Status, row 12 (2)

Evidence examined, row 13 (2)

Observation, row 13 (2)

Status, row 13 (2)

Evidence examined, row 14 (2)

Observation, row 14 (2)

Status, row 14 (2)

Evidence examined, row 15 (2)

Observation, row 15 (2)

Status, row 15 (2)

Evidence examined, row 1 (6)

Observation, row 1 (6)

Status, row 1 (6)

Evidence examined, row 2 (6)

Observation, row 2 (6)

Status, row 2 (6)

Evidence examined, row 3 (6)

Observation, row 3 (6)

Status, row 3 (6)

Evidence examined, row 4 (6)

Observation, row 4 (6)

Status, row 4 (6)

Evidence examined, row 5 (6)

Observation, row 5 (6)

Status, row 5 (6)

Requirement, row 6

Reference, row 6

Evidence examined, row 6 (6)

Observation, row 6 (6)

Status, row 6 (6)

Requirement, row 7

Reference, row 7

Evidence examined, row 7 (6)

Observation, row 7 (6)

Status, row 7 (6)

Requirement, row 8

Reference, row 8

Evidence examined, row 8 (6)

Observation, row 8 (6)

Status, row 8 (6)

Table and item, row 1

Facts found, row 1

Qualification / Observation / Management letter / Dropped (1)

Management response, row 1

Reviewer’s note, row 1

Table and item, row 2

Facts found, row 2

Qualification / Observation / Management letter / Dropped (2)

Management response, row 2

Reviewer’s note, row 2

Table and item, row 3

Facts found, row 3

Qualification / Observation / Management letter / Dropped (3)

Management response, row 3

Reviewer’s note, row 3

Date of preparation

Date of review

Date of approval

Secretarial audit report in Form MR-3, with model observations and qualifications

End date of the audit period

Name of the Company

Registered office address of the Company

CIN of the Company

Provisions on which no opinion is expressed

List of the laws specifically applicable to the Company

Letters of the regulations not applicable

Events that did not occur, for example issue, buy-back or delisting

Stock exchanges on which listed

First observation, from Part C

Second observation, from Part C

Describe the material non-compliance: provision, facts, period, amount involved and consequence

Number of meetings held at shorter notice

Unanimously / with the requisite majority, and the views of dissenting members were captured and recorded in the minutes

First specific event, with approval dates and provisions

Second specific event, with approval dates and provisions

Name of the firm of Company Secretaries

Peer review certificate number

Name of the signing partner

Partner / Proprietor

ACS / FCS

Membership number of the signing partner

Certificate of practice number

UDIN

Place of signature

Date of the report

Physically / electronically / partly physically and partly electronically

Form filed late

Financial year of the late form

Date the late form was filed

Section prescribing the period

Reason for the late filing

Event-based form filed late

Event reported late

Date of the event reported late

Date the event-based form was filed

Number of days allowed for the event-based form

Provision for the event-based form

Form not filed

Event or period of the form not filed

Due date of the form not filed

Date by which the form will be filed

Date of creation of the charge

Name of the charge holder

Amount of the charge in Rs

Date of registration of the charge

Within the further period allowed by the proviso to section 77(1), with the additional fee / after condonation of the delay under section 87

Date of the earlier Board meeting

Date of the later Board meeting

Number of days between the meetings

Reason the meeting was delayed

Date of the meeting with late papers

Agenda items sent late

Type and date of the meeting with late minutes

Financial year of the late AGM

Date of the late AGM

Reason the audit was delayed

Nature of the related party transaction

Name of the related party (1)

Value of the transaction in Rs (1)

Audit Committee / Board

Date of ratification

Name of the related party (2)

Value of the transaction in Rs (2)

Name of the related party (3)

Approved by non-independent members of the Audit Committee / entered into without the prior approval of the members

CSR obligation in Rs

Financial year of the CSR shortfall

Unspent CSR amount in Rs

Date of transfer to the Unspent CSR Account

Reason for the delayed transfer

Unspent amount not relating to ongoing projects in Rs

Name of the Schedule VII fund

Date of transfer to the Schedule VII fund

Name of the CSR project

Outlay of the CSR project in Rs

Name of the independent director who ceased

Date of cessation of the independent director

One / no

Date the vacancy was filled

Date the woman director vacancy arose

Date the woman director vacancy was filled

Name of the woman director appointed

Name of the independent director concerned

Had not renewed registration in the independent directors’ databank / had not passed the online proficiency self-assessment test within two years of inclusion in the databank

Renewed the registration / passed the test

Date of the rescheduled separate meeting

Date the committee became improperly constituted

Date the committee was reconstituted

Name of the committee

Section requiring the committee composition

Name of the departing member

Date by which the evaluation will be completed

Company Secretary / Chief Financial Officer / Managing Director

Date the KMP vacancy arose

Date the KMP vacancy was filled

Name of the KMP appointed

Event disclosed late

Date of the event disclosed late

Date of the late disclosure

Nature of the entries missing from the database

Period of the database gap

Name of the stock exchange

Amount of the fine in Rs

Regulation breached

Quarter end of the fine

Paid / sought waiver of

Reason for the non-compliance

Number of designated persons

Reported the violations to the stock exchanges and levied the penalty prescribed by its code of conduct / not yet reported the violations as required

FEMA form filed late

Allotment or transfer reported late

Date of the allotment or transfer

Date the FEMA form was filed

Late submission fee in Rs

Amount accepted from the director in Rs

Name of the director

State of the Registrar

Date of the adjudication order

Amount of the penalty in Rs

Section defaulted

Paid / appealed against to the Regional Director

Records not produced

Period of the records not produced

Lost / held by the former management

Reason physical verification was not possible

Management representation letter, secretarial audit

Date of the representation letter

Name of the firm of Company Secretaries

Address of the firm

Name of the signing partner

End date of the audit period

Name of the Company

Date of the engagement letter

Date to which the registers are written up

Date of the Board meeting considering the evaluation

Date of the separate meeting of independent directors

CSR obligation in Rs

CSR amount spent in Rs

Are / are not

Events after the end of the audit period, or none

Name of the managing director or whole-time director

Managing Director / Whole-time Director

DIN of the managing director or whole-time director

Name of the chief financial officer

Name of the company secretary

Membership number of the company secretary

Place of signature

Board: Number held

Board: Dates

Audit Committee: Number held

Audit Committee: Dates

Nomination and Remuneration Committee: Number held

Nomination and Remuneration Committee: Dates

Stakeholders Relationship Committee: Number held

Stakeholders Relationship Committee: Dates

CSR Committee: Number held

CSR Committee: Dates

Independent directors’ separate meeting: Number held

Independent directors’ separate meeting: Dates

General meetings and postal ballots: Number held

General meetings and postal ballots: Dates

Provision, row 1

Nature of the default, row 1

Period or delay, row 1

Action taken, row 1

Provision, row 2

Nature of the default, row 2

Period or delay, row 2

Action taken, row 2

Name, row 1

Relationship, row 1

Section 2(76) or Regulation 2(1)(zb) clause, row 1

Transactions in the year (Rs), row 1

Name, row 2

Relationship, row 2

Section 2(76) or Regulation 2(1)(zb) clause, row 2

Transactions in the year (Rs), row 2

Law, row 1

Licence or registration and validity, row 1

Returns filed in the year, row 1

Law, row 2

Licence or registration and validity, row 2

Returns filed in the year, row 2

Authority, row 1

Reference number and when issued, row 1

Subject, row 1

Status at the date of this letter, row 1

Authority, row 2

Reference number and when issued, row 2

Subject, row 2

Status at the date of this letter, row 2

On the letterhead of the Practising Company Secretary, in duplicate

Ref: [Engagement reference] · Date: [Date of this letter]

To,
The Board of Directors
[Name of the Company]
[Registered office address of the Company]
CIN: [CIN of the Company]

Kind attention: [Name and designation of the contact person]

Subject: Secretarial audit under section 204 of the Companies Act 2013 for the financial year [Financial year under audit]: terms of engagement

Dear Members of the Board,

We thank you for appointing us. CSAS-1 (Auditing Standard on Audit Engagement) issued by the Institute of Company Secretaries of India (“ICSI”) requires the terms of the audit to be agreed in writing before we begin. They are set out below. Please have the duplicate signed on behalf of the Company and returned to us.

1. Appointment.

Option A (unlisted company, including a material unlisted subsidiary of a listed entity). The Board of [Name of the Company] (the “Company”) appointed us as Secretarial Auditor for the financial year [Financial year under audit] at its meeting held on [Date of the Board meeting appointing the Secretarial Auditor], under section 179(3) of the Companies Act 2013 (the “Act”) read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules 2014, a power exercisable only at a meeting and not by circulation. The resolution [has been / need not be] filed in Form MGT-14 under section 117(3)(g), from which a private company is exempt.

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