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Institute of Company Secretaries ("ICSI") has issued following Auditing Standards ("Standard") for its practicing members:

  1. CSAS-1 - Auditing Standard on Audit Engagement
  2. CSAS-2 - Auditing Standard on Audit Process and Documentation
  3. CSAS-3 - Auditing Standard on Forming of Opinion
  4. CSAS-4 - Auditing Standard on Secretarial Audit

Illustrative list of Audits which may be undertaken by a Company Secretary under various Statutes:

  1. Secretarial Audits u/s 204 of the Companies Act 2013
  2. Secretarial Audit u/r 24A SEBI (LODR) Regulations 2015
  3. Internal Audit u/s 138 of the Companies Act, 2013
  4. Audit of Depository Participants u/r 76 of SEBI (Depositories and Participants) Regulations 2018 read with relevant SEBI circular
  5. Internal Audit of Stock Brokers as per the provisions of SEBI (Stock and sub-broker) Regulations 1993
  6. Internal Audit of Investment Advisors as per the provisions of SEBI (Investment Advisors) Regulations 2013
  7. Internal Audit of Portfolio Managers as per the provisions of SEBI (Portfolio Managers) Regulations 1993
  8. Internal Audit of Credit Rating Agencies as per the provisions of SEBI (Credit Rating Agencies) Regulations 1999
  9. Internal Audit of Research Analysts u/r 25(3) of SEBI (Research Analysts) Regulation 2014

While the first three Auditing Standards are applicable to all types of auditing assignments mentioned above, CSAS-4 specifically deals with the assignment of 'Secretarial Audit' as referred to in Section 204 of the Companies Act, 2013 and rules made thereunder.

These Standards were introduced by ICSI with effect from July 01, 2019 and were recommendatory in nature. With effect from April 01, 2020 these will become mandatory in nature. Hence, Auditors accepting Secretarial Audits on or after 1st April, 2020 shall follow the Standards as laid down in CSAS-1 to CSAS-4.

CSAS-4-Auditing Standard on Secretarial Audit: An Overview

CSAS-4 Standard deals with the basis and manner for carrying out the Secretarial Audits by the CS professionals.  

Objective of CSAS-4 is to lay down the principles for evaluation of statutory compliance and corporate conduct in relation to these compliance. By adhering to the CSAS-4 the auditors will be able to carry out secretarial audits more effectively.

Guidelines for the Secretarial Auditors under CSAS-4:


Sr. No


What to do in a Secretarial Audit

How to do


Identification of applicable Laws

While conducting Secretarial Audit, Auditor shall take note of industry specific laws as well as other laws as may be applicable to the auditee.

  1. Laws applicable to the auditee can be identified and verified by the auditor himself; and
  1. Identification and segregation of the Laws can also be based on the view of the management of the company;


Verification of corporate conduct and compliance of laws

  1. Auditor shall identify events/corporate actions which took place during the year under review.
  1. Auditor shall verify event and calendar based compliance.
  1. Refer to the website, database, statutory records of the auditee and database or website of the regulators;
  1. Audit may also refer to the other sources which he deems relevant;


Verification of the composition of the Board of Directors

  1. Verify minimum and maximum strength of the board.
  2. Verify overall composition of the Board.
  3. Verify optimum combination of the board i.e. number of non-executive, executive, independent, women directors. Etc.
  4. Whether Directors  are fulfilling the eligibility criteria and are not disqualified to act as directors.
  5. Verify constitution and composition of Committees of the Board.

Refer to:

  1. The Companies Act, 2013 and  rules made there under;
  2. SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;
  3. Articles of Association of the Company;
  4. Agreement with the Lenders /Investors of the auditee;
  5. Internal Policies of the Company;
  6. Board decisions;
  7. Shareholder's decisions;


Verification of the Process of the Board of Directors

  1. Verify the decisions of the Board.
  2. Verify the decisions of the committees of the Board.

Refer to:

  1. Applicable Laws, rules, regulations, guidelines and standards;
  2. Defined internal processes of the Company;


Assessment of the System and Process

  1. Checking of framework of legal and procedural compliance.
  1. Assess Effectiveness and adequacy of the system and processes;
  2. Review of the records of the auditee;
  3. Identification of the compliance responsibility centers, control points, flow of information, reporting of non-compliance;
  4. Assess compliance mechanism;
  5. Analyse instances of non-compliance, fine/penalties, adverse remarks, order passed by the regulatory authorities;


Detection of Fraud

  1. Auditor shall exercise professional judgment and maintain professional skepticism to detect and report frauds.
  1. Perusal of internal control systems;
  2. Check complaint received under whistle blower mechanism;
  3. Refer to the reports of the other auditors;
  4. Collect sufficient evidences to substantiate the commission of a fraud;


Reporting of Fraud

  1. In case of sufficient reason to believe commission of fraud the auditor shall report the fraud.
  1. Check for the other frauds, if any, reported by the other auditors.
  1. As per the provisions of the Companies Act, 2013, report the fraud to:
  1. Audit Committee;
  2. Board of Directors
  3. Central Government;
  1. Include the details of frauds detected by the auditor himself as well as other auditors in Secretarial Audit Report;
  2. Check whether any comments are given by Audit Committee/ Board in the Board's report regarding the reported frauds.


Events/actions having major bearing on Auditee's affairs

  1. Identify and report all events/actions if it affects its going concern or alters the charter or capital structure or management or business operation or control, etc. of the auditee.

Refer to:

  1. applicable laws, act, rules, regulations, guidelines, standards, etc.

Link to access auditing standards:

Disclaimer: This material and the information contained herein is prepared by the author for the purpose of general information on a particular subject or subjects and is not an exhaustive treatment of such subject(s). Neither the Author nor JMJA & Associates LLP or its members/employees is, by means of this material, rendering professional advice or services. The information is not intended to be relied upon as the sole basis for any decision which may affect you or your business. Before making any decision or taking any action that might affect your personal finances or business, you should consult a qualified professional adviser. JMJA & Associates LLP or the author shall not be responsible for any loss whatsoever sustained by any person who relies on this material.


Published by

CS Anupriya Saxena
(Partner at JMJA & Associates LLP)
Category Corporate Law   Report

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