Secretarial Audit.
A secretarial audit is an independent check by a practising company secretary of your compliance with the Companies Act, securities laws and other applicable laws, reported in Form MR-3 and annexed to the board's report. Section 204 makes it mandatory for listed companies and for larger public and borrowing companies. We conduct it under the ICSI auditing standards and help you close gaps before the report is signed.
Typically 3–6 weeks, depending on the company's size, the laws in scope and how quickly records are shared. The report must be ready before the board approves its report for the year.
A partner — a chartered accountant or company secretary — from the first call to sign-off.
Based on your situation, and fixed in writing before any work starts.
Is this for you?
- Listed companies and their material unlisted subsidiaries in India
- Public companies with paid-up share capital of ₹50 crore or more, or turnover of ₹250 crore or more
- Companies with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more
- Other companies that want an independent compliance check before funding or listing
What you receive at the end.
- 01Audit plan and document request list
- 02Draft observations with management responses
- 03Secretarial audit report in Form MR-3
- 04Annual secretarial compliance report for listed entities
- 05Remediation note on gaps identified
Secretarial Audit, step by step.
Typically 3–6 weeks, depending on the company's size, the laws in scope and how quickly records are shared. The report must be ready before the board approves its report for the year.
- 1
Appointment and scope
The board appoints the secretarial auditor (for listed companies, with shareholders' approval), and we agree the laws in scope, including sector-specific laws.
- 2
Audit planning
We study the company's structure, past reports and risk areas, and share a document request list.
- 3
Records verification
We examine minutes, registers, ROC filings, SEBI and FEMA compliances and evidence of compliance with other applicable laws, on a test basis.
- 4
Draft observations
We share draft observations so management can respond and correct what can be corrected.
- 5
Audit report
We issue the secretarial audit report in MR-3 for annexure to the board's report and, for listed entities, the annual secretarial compliance report.
What we need from you.
Don't have everything yet? We send a short checklist after the first call and work with what you have.
- Statutory registers, minutes books and attendance records
- ROC filings and acknowledgements for the year
- Board and committee papers, policies and disclosures
- SEBI, stock exchange and depository filings (listed companies)
- FEMA filings for foreign or overseas investment
- List of sector-specific laws and licences
The fee depends on your situation. After a short call, the partner who will do the work tells you what's involved and gives you a fixed fee in writing — before any work begins.
- Government fees and statutory charges are billed at actuals.
- When you pay — upfront, in stages or on completion — is agreed in writing with the fee.
Questions about Secretarial Audit.
Ready to discuss Secretarial Audit?
30-minute confidential call — no proposal, no commitment. A partner will write back within one business day.