Hi Arun,

According to sec 2(91), the turnover means the aggregate value of the realization of amount made from sale,supply or distribution of goods or on account of services rendered or both, by the company during a financial year.

As I get the interpretation of the law, in my views:-

The secretarial audit report required to be annexed with the board report if any time during the year (in respect of which the Board report is prepared) company having a paid up share capital of Rs. 50 crores or more or turnover of Rs. 250 crores or more.

As per ICSI Guidelines:

Time of Appointment:

It is advisable that the Secretarial Auditor is appointed at beginning of the financial year as secretarial audit entails checking of compliances on a continuous basis. As a good practice, the Secretarial Auditor should submit a report to the Board at the end of each quarter as to the compliances of the company.

Interpretation: 

If company finds that on 31st March, it is crossing the thresold as mentioned in Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel, Rules 2014. Company is advised to appoint the Secretarial Auditor in the beginning of the FY (Chiefly in the first Quarter itself).

Crux: Immediately Preceding Financial Year

Others views are solicitated. 

Applicability:

1. Private Companies with Borrowings (BANKS/PFIs) >= Rs. 100 crores;

2. Deemed Public Companies (i.e. Subsidiaries of Public Companies) which fulfils above borrowing limit OR having Paid-up Capital >= Rs. 50 crores; OR Turnover >= Rs. 250 crores.

Interesting to see that loans taken from HDFC Limited (NBFC) will not be included but loans taken from HDFC Bank (Banking Company) will be included in calculating the above borrowings limit.

So, loans from NBFCs, Inter-Company Loans, Loans from Directors etc. will included to check Secretarial Audit Applicability ?

Please elaborate if possible