🔍 Secretarial Audit
Ensuring Corporate Compliance with Confidence
In today’s dynamic business environment, mere profitability is not enough—compliance and good governance are equally critical to building a sustainable and reputable business. Secretarial Audit is a powerful tool that helps companies evaluate their legal and procedural compliance status. It’s not just a statutory requirement under the Companies Act, 2013, but a smart business practice that safeguards your brand, investors’ trust, and legal standing.
Whether you're a growing enterprise or an established corporation, our Secretarial Audit services provide transparent insights, risk mitigation, and assurance of compliance with corporate laws and regulations.
Secretarial Audit is an independent verification conducted by a Practicing Company Secretary to ensure that the company complies with the provisions of various corporate laws, particularly the Companies Act, 2013, and other applicable rules and regulations.
It involves a comprehensive review of:
Company law compliance
Maintenance of statutory registers and records
Filing of necessary forms and returns
Board processes and secretarial standards
Legal provisions related to SEBI, FEMA, Listing Regulations (for listed companies)
As per Section 204 of the Companies Act, 2013, Secretarial Audit is mandatory for:
Every listed company
Every public company having:
Paid-up share capital of ₹50 crore or more, or
Turnover of ₹250 crore or more
🔹 Note: Voluntary Secretarial Audits can also be conducted by private companies to improve compliance health and corporate governance practices.
📘 Key Benefits to Clients
📂 Scope of Our Secretarial Audit Services
We offer end-to-end assistance covering:
Review of minutes, registers, and resolutions
Filing status of ROC returns and forms
Compliance with SEBI and Listing Obligations (for listed entities)
Applicability of other laws like FEMA, Labour laws, etc.
Drafting and maintaining statutory documents
Final Secretarial Audit Report in Form MR-3
📜 Legal Framework & Statutory Reference
Section 204 of the Companies Act, 2013 mandates Secretarial Audit for prescribed companies.
The audit must be conducted by a Practicing Company Secretary (PCS).
The final report is to be submitted in Form MR-3 and annexed with the Board’s Report.
📅 Frequency of Secretarial Audit
Annually – Secretarial Audit is typically conducted for every financial year.
Should be completed before the Board's Report is finalized for inclusion in the Annual Report.
🛡️ Key Areas Covered in Secretarial Audit
Companies Act, 2013
SEBI Regulations (LODR, Takeover Code, Insider Trading, etc.)
Depositories Act, 1996
FEMA, 1999 and RBI Guidelines
Labour Laws (if applicable)
Environmental Laws (based on industry type)
Industry-specific regulations (like IRDAI, TRAI, etc.)
Maintenance of statutory registers & records
Verification of meetings: Board, Committees, General Meetings
Examination of e-forms and ROC filings
⚠️ Consequences of Non-Compliance
Failure to conduct a Secretarial Audit (if applicable) or filing an incorrect audit report can result in:
Penalties for the Company and Officers in Default
Legal scrutiny from MCA or SEBI
Disqualification of directors in severe cases
Negative impression among investors or during due diligence
🧑💼 Who Should Avail Secretarial Audit Services?
Even if not mandatory, Secretarial Audit is highly beneficial for:
Private companies planning to raise funds or go public
Startups preparing for investor due diligence
Companies undergoing mergers or restructuring
Businesses aiming for better governance practices
Foreign subsidiaries operating in India
Initial Consultation & Scope Discussion
Collection & Review of Documents
Detailed Compliance Check
Internal Findings Report (optional)
Final Secretarial Audit Report in MR-3 format
Suggestions for rectification or preventive action
📌 Required Documents Checklist (Basic)
MOA & AOA of the company
Statutory Registers (Register of Members, Directors, Charges, etc.)
Minutes of Board Meetings, Committee Meetings, and General Meetings
Financial Statements and Annual Reports
ROC filing details (MGT-7, AOC-4, etc.)
Shareholding pattern
Compliance certificates (as applicable)
📝 Value-Added Services Alongside Secretarial Audit
Compliance Health Check Report
Legal Due Diligence
Corporate Governance Report
Drafting notices, resolutions, and minutes
Assistance in rectification of non-compliance
| Type | Best Suited For | Purpose |
| Mandatory Audit (Sec. 204) | Listed & large public companies | Legal requirement |
| Voluntary Audit | Private companies, Startups | Strengthen internal controls |
| Compliance Health Check | SMEs, new ventures, or companies post-merger | Evaluate and improve governance systems |
| Event-Based Audit | During M&A, IPO, or internal restructuring | Ensures transparency in major decisions |