The Scope of the Combined Audit
The secretarial auditor of the transferee must audit the secretarial records of the combined entity for the financial year in which the scheme is effective. The audit must cover the transferor’s records for the pre-merger period, including the board minutes, the statutory registers, and the ROC filings. The Form MR-3 report should disclose the combined position.
The Transferor’s Records
The transferor’s secretarial records must be preserved and made available to the transferee’s secretarial auditor. The scheme should provide for the transfer of the records and the appointment of a custodian. A gap in the transferor’s records can lead to a qualification in the MR-3 report.
The Board’s Explanation
If the MR-3 contains a qualification relating to the transferor’s pre-merger records, the transferee’s board must explain the qualification in its report. The explanation should set out the steps taken to reconstruct the records and the remedial action.
Call to Action: For combined secretarial audit planning, MR-3 qualification management, or records transition, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.