Secretarial Audit
Secretarial Audit is a governance-focused compliance review conducted by a Practicing Company Secretary to examine whether the company has maintained proper statutory records, followed board and shareholder procedures, complied with applicable company law requirements, and maintained a defensible compliance trail. For listed companies and prescribed public companies, Secretarial Audit is not only a reporting requirement but also a structured review of governance discipline, statutory filings, registers, minutes, approvals, disclosures, and process-level compliance. This service supports companies in preparing for Secretarial Audit, reviewing records, identifying gaps, coordinating corrective actions, and maintaining audit-ready documentation.
Suitable for
Listed companies requiring Secretarial Audit and governance review under the Companies Act and applicable SEBI framework.
Regulatory coverage
Companies Act, 2013 / Section 204 Secretarial Audit framework / Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 / Rule 9 Secretarial Audit applicability and Form MR-3 / Form MR-3 Secretarial Audit Report / Secretarial Standard SS-1 on Meetings of the Board of Directors / Secretarial Standard SS-2 on General Meetings / MCA / ROC filings and statutory register requirements / SEBI LODR Regulations, where applicable / SEBI PIT Regulations, where applicable / SEBI SAST Regulations, where applicable / SEBI LODR Regulation 24A interface for listed entities, where applicable
Engagement type
Ongoing compliance and governance support
Typical deliverables
Secretarial Audit readiness checklist; Statutory register review observations
How this mandate is understood in practice.
Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provides the framework for Secretarial Audit, and the Secretarial Audit Report is issued in Form MR-3. The audit examines compliance with the Companies Act, applicable rules, Secretarial Standards, and other laws specifically applicable to the company’s governance and corporate secretarial function.
For listed entities, Secretarial Audit also connects with SEBI-facing governance and disclosure requirements. Board composition, committee constitution, stock exchange disclosures, investor grievance handling, related party approvals, insider trading controls, corporate actions, and annual secretarial compliance reporting may all form part of the broader governance review environment.
The value of Secretarial Audit lies in early identification of compliance gaps before they become regulatory observations, board-level concerns, investor diligence issues, or qualification points in statutory records. A strong audit process helps the company move from reactive filing to structured governance control.
Compliance discipline protects governance credibility.
Secretarial Audit matters because corporate compliance is not limited to filing forms. It tests whether governance actions were properly approved, recorded, disclosed, filed, and supported by evidence.
A company may complete many filings but still carry weaknesses in minutes, statutory registers, board procedure, committee constitution, related party approvals, director disclosures, shareholder approvals, or event-based documentation. Secretarial Audit brings those gaps into structured review.
For listed and growth-stage companies, a clean secretarial compliance record also supports investor confidence, transaction readiness, due diligence, board oversight, and regulatory credibility.
Who needs this
Listed companies requiring Secretarial Audit and governance review under the Companies Act and applicable SEBI framework.
Public companies meeting prescribed paid-up share capital, turnover, borrowing, or other applicability thresholds under Rule 9.
Companies preparing annual reports, board reports, governance disclosures, investor diligence, funding rounds, restructuring, or transaction documentation.
Companies that have faced filing delays, record gaps, board process issues, related party documentation weaknesses, or exchange / regulator observations.
Boards and management teams that want an independent review of corporate secretarial compliance before reporting or transaction activity.
Initial work areas
Review of statutory records, registers, minutes, filings, returns, forms, disclosures, board and committee documents, shareholder approvals, and governance process evidence.
Assessment of compliance under Companies Act, applicable rules, Secretarial Standards, and relevant SEBI or other regulatory frameworks where applicable.
Support in preparing audit-ready documentation, resolving record gaps, mapping non-compliances, and creating corrective action trackers.
Review of board and committee composition, meeting process, notices, agenda papers, resolutions, minutes, attendance records, and approval trail.
Coordination support for Secretarial Audit Report in Form MR-3 and management responses to audit observations, where required.
What this service typically covers.
Statutory Records and Registers Review
Review of statutory registers maintained under the Companies Act, 2013 and applicable rules.
Examination of register updates relating to members, directors, key managerial personnel, charges, contracts, related party transactions, loans, investments, and securities where applicable.
Identification of missing entries, outdated registers, incomplete supporting records, or inconsistencies between filings and statutory registers.
Support for record correction planning and maintenance discipline before audit finalization.
Board, Committee and Shareholder Process Review
Review of Board Meeting, Committee Meeting, and General Meeting documentation.
Assessment of notice, agenda, attendance, quorum, resolutions, minutes, circular resolutions, and approval evidence.
Review of compliance with Secretarial Standard on Meetings of the Board of Directors and Secretarial Standard on General Meetings.
Verification of board and committee constitution, director participation, independent director requirements, and governance approvals where applicable.
ROC Filing and Companies Act Compliance Review
Review of annual filings, event-based forms, return filings, charge filings, director-related filings, share capital forms, and governance-related submissions.
Comparison between statutory records, board approvals, financial records, annual return data, and MCA filing records.
Identification of delayed filings, missing filings, incorrect forms, incomplete attachments, and approval-documentation mismatch.
Support for corrective action planning, compounding or adjudication coordination where required, and future compliance controls.
Listed Entity and SEBI Interface Review
Review of listed entity governance areas where SEBI LODR, PIT, SAST, corporate action, or stock exchange compliance interfaces with secretarial records.
Assessment of board outcomes, material disclosures, shareholding pattern filings, corporate governance reports, related party disclosures, investor grievance reporting, and annual report governance disclosures where applicable.
Review of policies, exchange filings, website disclosures, and evidence trail for listed company obligations.
Coordination support for areas connecting Secretarial Audit with Annual Secretarial Compliance Report under Regulation 24A, where applicable.
Capital, Securities and Corporate Action Review
Review of share capital changes, allotments, transfers, transmissions, dematerialisation records, corporate actions, and shareholder approval trail.
Assessment of documentation for rights issue, bonus issue, preferential allotment, private placement, buyback, ESOP, or other securities-related actions where applicable.
Verification of board approvals, shareholder approvals, offer documents, return filings, PAS / SH / MGT forms, and supporting records.
Identification of sequencing gaps between approvals, filings, register updates, and stakeholder communication.
Audit Observation and Corrective Action Support
Preparation of issue-wise observation matrix covering non-compliances, documentation gaps, delayed filings, weak evidence, and process-level risk areas.
Management discussion support for audit observations and practical corrective action planning.
Prioritisation of gaps based on regulatory exposure, board reporting impact, transaction sensitivity, and recurrence risk.
Creation of future control notes so the same gaps do not repeat in the next audit cycle.
Regulatory coverage
Companies Act, 2013
Section 204 Secretarial Audit framework
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Rule 9 Secretarial Audit applicability and Form MR-3
Form MR-3 Secretarial Audit Report
Secretarial Standard SS-1 on Meetings of the Board of Directors
Secretarial Standard SS-2 on General Meetings
MCA / ROC filings and statutory register requirements
SEBI LODR Regulations, where applicable
SEBI PIT Regulations, where applicable
SEBI SAST Regulations, where applicable
SEBI LODR Regulation 24A interface for listed entities, where applicable
Regulatory Matrix
Coordinated touchpoints across governance frameworks.
MCA
SEBI
FEMA
CSR
NCLT
RBI
Laws, regulations, and governance touchpoints.
Companies Act, 2013 — Section 204
Section 204 provides for Secretarial Audit for prescribed classes of companies.
The Secretarial Audit Report is required to be given by a Company Secretary in Practice.
The report supports board-level governance review and forms part of the broader annual compliance framework.
Rule 9 and Form MR-3
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 deals with Secretarial Audit applicability and reporting format.
Form MR-3 is the prescribed format for the Secretarial Audit Report.
Applicability may depend on listing status and prescribed financial thresholds such as paid-up share capital, turnover, or outstanding loans / borrowings, as applicable.
Secretarial Standards
SS-1 governs the standard process for meetings of the Board of Directors.
SS-2 governs the standard process for General Meetings.
Secretarial Audit often reviews whether board and shareholder actions are supported by compliant meeting procedure, minutes, resolutions, and records.
SEBI and Listed Entity Framework
For listed entities, Secretarial Audit may interface with SEBI LODR governance, disclosure, stock exchange filing, corporate action, PIT, and SAST compliance areas.
Regulation 24A of SEBI LODR separately relates to annual secretarial compliance reporting for listed entities.
Listed company records should align Companies Act approvals with exchange-facing disclosures and governance filings.
Risk areas that usually create pressure for boards, management teams, and compliance owners.
Statutory registers are maintained only at year-end instead of being updated throughout the year.
Board minutes do not clearly capture approvals, authorisations, disclosure references, or compliance rationale.
MCA filings are completed but supporting board or shareholder documentation is incomplete.
Related party transactions are approved commercially but not supported by proper committee or board process.
Capital changes are reflected in filings but not consistently updated in registers, certificates, demat records, or internal records.
Committee composition and meeting records are not reviewed until annual reporting deadlines.
Director disclosures, MBP-1, DIR-8, independence declarations, KMP records, and interest disclosures are not properly tracked.
Listed companies struggle to align board outcomes, exchange disclosures, annual report disclosures, and secretarial audit evidence.
Audit observations repeat every year because corrective actions are not converted into internal compliance controls.
Compliance evidence remains scattered across emails, board papers, MCA records, exchange portals, physical files, and working folders.
Deliverables
Secretarial Audit readiness checklist
Statutory register review observations
Board and committee process review note
ROC filing and event-based compliance review tracker
Secretarial Standards compliance review
Capital and securities compliance review
Listed entity compliance interface review, where applicable
Non-compliance and documentation gap matrix
Corrective action tracker
Management discussion note for audit observations
Form MR-3 coordination support
Governance improvement recommendations
A structured sequence from mandate framing to execution.
Step 1
Understand the company’s structure, listing status, audit applicability, statutory records, governance calendar, and compliance history.
Step 2
Collect and review registers, filings, minutes, resolutions, policies, disclosures, approvals, annual records, and event-based documents.
Step 3
Map findings into compliant, delayed, missing, inconsistent, and improvement-required categories.
Step 4
Discuss observations with management and prepare corrective action priorities based on regulatory exposure and reporting impact.
Step 5
Support finalisation of audit documentation, MR-3 coordination, management responses, and future compliance control improvements.
Connected mandates often reviewed alongside this service.
Annual ROC Filing
Annual ROC filing and corporate compliance management support covering financial statement filings, annual returns, governance documentation and recurring Companies Act compliance obligations.
Listed Company Compliance
Boardroom-grade governance, disclosure, and stock exchange compliance support for listed entities operating under SEBI LODR, Companies Act, stock exchange, PIT, and SAST-linked compliance expectations.
SEBI LODR Compliance
Structured advisory and execution support for listed entities managing SEBI LODR governance, disclosure, board, committee, financial result, related-party, website, and stock exchange compliance requirements.
Secretarial Retainer & Compliance Management
Ongoing secretarial, governance, compliance calendar, board support, and regulatory management services for companies seeking continuous compliance oversight.
Corporate Actions & Governance Support
Advisory and execution support for director changes, KMP appointments, committee reconstitution, share capital actions, governance approvals, and event-based corporate actions.
Due Diligence
Comprehensive legal, secretarial, corporate, regulatory and FEMA due diligence support for investments, acquisitions, strategic transactions, restructuring exercises and transaction readiness assessments.
FAQs
What is Secretarial Audit?
Secretarial Audit is a compliance and governance review conducted by a Company Secretary in Practice. It examines whether the company has complied with applicable corporate laws, maintained proper statutory records, followed board and shareholder procedures, completed required filings, and preserved adequate compliance evidence.
Which law governs Secretarial Audit?
Secretarial Audit is governed primarily by Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report is issued in Form MR-3.
What is Form MR-3?
Form MR-3 is the prescribed format for the Secretarial Audit Report. It is issued by a Practicing Company Secretary after examining the company’s statutory records, filings, governance documents, approvals, and applicable compliance records.
Is Secretarial Audit applicable to every company?
No. Secretarial Audit applies to prescribed classes of companies, including listed companies and other companies meeting applicable thresholds under Rule 9. Applicability should be checked based on the company’s latest audited financial position and legal status.
What documents are reviewed during Secretarial Audit?
The review usually covers statutory registers, minutes, board and committee records, shareholder approvals, MCA filings, annual returns, director disclosures, share capital records, contracts, related party documents, policies, certificates, and other applicable compliance evidence.
Is Secretarial Audit different from statutory audit?
Yes. Statutory audit focuses mainly on financial statements and accounting records. Secretarial Audit focuses on corporate law compliance, governance process, filings, registers, board and shareholder approvals, statutory records, and compliance documentation.
Does Secretarial Audit cover SEBI compliance?
For listed entities, Secretarial Audit may review SEBI-related governance and disclosure areas where they interface with secretarial records. Separate annual secretarial compliance reporting under SEBI LODR Regulation 24A may also be relevant for listed entities.
What happens if non-compliances are found?
Non-compliances are usually documented as observations or qualifications depending on their nature and impact. Management may need to take corrective actions such as completing filings, updating records, improving approvals, regularising delays, or strengthening internal compliance controls.
Can Secretarial Audit help before due diligence or fundraising?
Yes. A secretarial audit-style review is very useful before investor due diligence, bank review, restructuring, acquisition, IPO preparation, or transaction documentation because it identifies record gaps and compliance risks early.
Is Secretarial Audit only a year-end activity?
The report may be finalised annually, but the underlying compliance discipline should run throughout the year. Companies with better governance usually maintain registers, filings, minutes, approvals, and evidence continuously rather than preparing everything at year-end.
Can this service include audit readiness support?
Yes. The service can include audit readiness review, document checklist, record gap analysis, corrective action tracker, management discussion support, and coordination for Form MR-3 finalisation.
Can private companies also take this service voluntarily?
Yes. Even when Secretarial Audit is not mandatory, private companies may take a voluntary secretarial compliance review for governance improvement, investor readiness, transaction preparation, lending review, or internal control strengthening.