WHETHER NON-PERFORMING , DORMANT LISTED COMPANIES WILL BE EXEMPTED FROM ...

Section 204 of the Companies Act, 2013 mandates every listed company to annex a Secretarial Audit Report, given by a company secretary in practice with its Board’s report.

As per rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed class of companies is as under:

• every public company having a paid-up share capital of fifty crore rupees or more
• every public company having a turnover of two hundred fifty crore rupees or more
• every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more.

 

The format of the Secretarial Audit Report shall be in Form No. MR.3.To point out non-compliances and inadequate compliances;

Major qualifications dominated in SA report is as follows:

·     Non-appointment of independent directors

·     Improper composition of the board of directors or committees

·     Non-appointment of women director

·     Delay in filing forms with ROC

 

Amradeep Industries Ltd.  Share price 0.88p

 

Qualifications made by Secretarial Auditor   Non- compliance of Clause 49 - Corporate Governance	The paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause. Hence The Company has decided not to opt for compliance of Clause 49 for the time being.
a) The Company has decided not to opt for compliance of Clause 49 for the time being	The notice and agenda for the Board and committee meeting are sent by the email or hand delivery.
b) Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company.	The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee.
c) Updating of website with regard to various policies is pending	The company will take necessary steps to update website with regard to various policies which are pending.
The company has not complied with certain clauses of Listing Agreement as regards publication of Notice of Board Meeting, Notice of AGM, quarterly results.	The company will take necessary steps to comply with the same.
As per section 203(1)(i),(ii) & (iii), the Company Act 2013 is required to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer.	Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.
As per Internal Auditor section 138 of the Companies Act, 2013, the Company is required to appoint. The Company has not appointed Internal Auditor.	The size of operation of the Company is very small, it is not viable to appoint Internal Auditor but the Company has established the internal control system.
The company has not maintained the attendance register for Board and committee meeting	The company will take necessary steps to maintain the attendance register for board and committee meetings.
Statutory Registrar as per companies Act 2013 is yet to be updated.	The company will take necessary steps to update Statutory Register as per companies Act 2013.
As per the provisions of Section 149(1) of the Companies Act, 2013 and revised clause 49 of the listing agreement, the Company is required to have at least one Women Director on its Board. The Company has not appointed Women Director.	The Company is in process for appointing of Women Director once suitable and if any willing candidate agrees to join the Company.
Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period.	The company will ensure to file all relevant documents in time with ROC and other authorities as when required.

 

Amradeep Industries Ltd.  Share price 0.88p

 

The company is non-performing , listed company and the is showing just Rs 1 lac income in the year 18-19.

 

There is no meaning compelling those listed dormant companies to undergo secretarial audit as secretarial auditor may have to qualify the entire report with qualification.

 

SEBI should consider to exempt such of those dormant , non-performing listing companies to undergo secretarial audit.