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12.COMPANY SECRETARY & 13. AUDITOR :check:, if no auditor appointed in…
12.COMPANY SECRETARY & 13. AUDITOR :check:
SECRETARY
QUALIFICATION OF SECRETARY
18 years of age
citizen or PR
licensed by Registar of company / member of a professional body
no lisence ? obtain a practising certificate from the ROC
main residence / ordinary resides in Malaysia
a natural person
consended writing to act as a company secretary
DISQUALIFICATION OF SECRETARY
UNDER S238CA
Convicted any offense relates to (crimes,in conection with promotion/formation , companys failure to keep proper accounts , improper use of companys property/info , conflict of interest , transaction involving director/ shh , wrongful trading )
ceases to be a member of the body prescribed by minister / ceases holding lisence by ROC/
ceases practising certificate by ROC
discharged of bankrupt
MAIN DUTIES SECRETARY
Carry out functions of chief admin officer
maintain different registers which is required to be maintain under CA 2016 ( registar of members , registar of shh )
prepare and lodge with ROC for annual records
attend meeting as a recorder of minutes
safekeeping the companys seal and legal documents
authentications of documents
organize and attens shh and directors’s meetings
APPOINTMENT
qualified person
conseted to the apointment
not disqualified under s238 Ca 2016
can w both director and secretary but CANNOT act in both capacities at the same time
REMOVAL & RESIGNATION
subject to company’s constitution
AUDITOR
INTRO
public company audits ( before tabling at AGM )
at least one auditor per company
qualified report - bad
qualified report ( tanpa syarat ) - good
-isude by an auditor when they find dispriencies in the FS that are material but not pervasive
must be competent and independent
private company audits ( before circulating to members)
QUALIFICATIONS OF AUDITOR
a member of firms of audiotrs kept by ROC
s265 CA 2016 requires a new firm of audiotrs to notify ROC within 30 days of commencement of companies
if reconstruct buisness , also within 30 days o report to ROC
a member and registered as publc accountant with MIA
at least 21 years of age
approved by minister
DISQUALIFICTION OF AUDITOR
s264 CA 2016 - auditor who commits this activities cannot be an auditor
owes company >25000
officer of company
within the past 12 months cannot be auditor after be officer
officer = director, secretary ,manager,liquidator
partner/employer/employee of officer
officer and spouse is a SHH of corporations of employeeof an officer of company or related corpeations
not an approved company auditor
undischarged bankrupt within / outside malaysia
convicts dishonesty , fraud
responsible for keeping of the register of members / register of holders of debenture of co.
if commit any of those activities =
rcriminally liable and fine <100000
APPOINTMENT
PUBLIC CO.
subsequent auditors
no provision for automatic re-appointment
217(4) CA - members of company may appoitnt auditor in AGM
an auditor holds no authority after the company’s audited financial statements given to members
if no auditor appointed in AGM , general meeting is held to appoint auditor
first audiotrs
IF BOD fails to appoint auditor - members can do so by passing an ordinary resolution
-ROC may do so on receiving members application in writing
BOD appoints auditor within 30 daysbefore end of submission of the first financial satetment / not later than 6 months after company’s YE
PRIVATE CO.
first auditors
hold AGM within 18 months after incorporation
IF BOD fails to appoint auditor - members can do so by passing an ordinary resolution
-ROC may do so on receiving members application in writing
suseqent auditors
appoint auditor on yearly basis
appoint audiotr my members in AGM
if no auditor appointed in AGM , members may pass ordinary resolution to appoint an auditor.
RESIGNATION OF AUDITOR
THE vacancy related to death would be appointed by ROC
giving written notice at least 21 days upon resignation
IF BOD FAILS TO DO ;
make ordinary resolution in writing within 28 days / through general meeting with special notice wthin 28 days
REMOVAL OF AN AUDITOR
s276 CA 2016 auditor may be removed by passing an ordinary resolution in a meeting with special notice at least 28 days ( private company cannot )
company send notice to the auditor that removed so the auditor can reply in writing
in the meeting the auditor is entited to read his rely read out
company inform the changes in the companys auditor to the ROC
AUDITOR DUTIES
COMMON LAW DUTIES
perfrom duties with reasons and skills
excersise duty of care
aply the pravelent and generally accepted accounting standards
STATUTORY DUTIES
reporting to members/ creditors /trustees for debenture holders
reporting to securities commision (SC) and the stock exchange
reporting contrvention to the ROC
CONTRACTUAL DUTIES
auditor is bond to carry out all the terms of his appointment
if the auditor breaches his duties , company can sue him for damages for breach of contract
if no auditor appointed in AGM , general meeting is held to appoint auditor
qualified person