Secretarial Audit is a statutory requirement for certain categories of companies under Section 204 of the Companies Act, 2013. Beyond the statutory requirement, an independent review of a company’s compliance records and governance practices is also relevant for companies preparing for investment, acquisition, or listing — where the accuracy and completeness of secretarial records is subject to scrutiny.
We provide Secretarial Audit and governance advisory services to companies that require independent verification of their compliance status.
This service is relevant for: Companies with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more (for whom Secretarial Audit is mandatory), listed companies, companies preparing for fundraising or acquisition where due diligence of secretarial records is anticipated, and companies seeking a governance framework review.
Scope of Services
Secretarial Audit — Form MR-3 We conduct an independent audit of the company’s compliance with the Companies Act, 2013, SEBI regulations (where applicable), FEMA, and other applicable laws and regulations. The audit covers the company’s filings, statutory registers, board and general meeting documentation, share capital records, and other secretarial matters. On completion, we issue the Secretarial Audit Report in Form MR-3, which is annexed to the company’s Board Report.
Secretarial Compliance Report — Listed Companies For listed companies, SEBI requires an Annual Secretarial Compliance Report from a Practicing Company Secretary certifying compliance with all applicable SEBI regulations and circulars for the financial year. We assist listed companies with this report.
Compliance Gap Assessment For companies that are not yet subject to mandatory Secretarial Audit but wish to review their compliance status — particularly ahead of a fundraise, acquisition, or audit — we conduct a detailed review of the company’s secretarial records and identify gaps or outstanding filings. This helps the company address issues proactively.
Governance Framework Design We assist companies in developing governance policies appropriate to their size and structure — including board composition guidelines, committee terms of reference, codes of conduct, related-party transaction policies, and whistleblower mechanisms.
SEBI & Listing Compliance For listed companies, we assist with ongoing compliance obligations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — including disclosure requirements, insider trading policy compliance, and related filings.
The Secretarial Audit Process
We begin with a review of the company’s statutory records — filings with MCA, statutory registers, board and general meeting minutes, and relevant correspondence with regulators. We assess compliance across all applicable laws for the financial year under review and discuss findings with the management. We then issue the formal Secretarial Audit Report, which forms part of the company’s Board Report for that year.
Contact Us
We are happy to discuss your secretarial audit or governance requirements. Get in touch with us →
