Secretarial Audit under Section 204 of the Companies Act, 2013, is an independent verification of a company's compliance with corporate laws, rules, and secretarial standards. It applies to every listed company and to public companies meeting prescribed paid-up capital or turnover thresholds, and its report in Form MR-3 is annexed to the Board's Report.
About This Service
Beyond the statutory mandate, a voluntary secretarial audit gives boards and investors an early view of gaps — missed filings, defective registers, or board-process lapses — before they become penalties or qualification remarks. We conduct the audit against checklists mapped to the Act, SEBI regulations where applicable, and the Secretarial Standards issued by ICSI.
What We Cover
- Applicability assessment under Section 204
- Review of statutory registers and records
- Verification of MCA filings and event compliance
- Board and committee process review (SS-1, SS-2)
- Share capital and shareholding compliance
- Related party and disclosure compliance
- Form MR-3 audit report with qualifications
- Corrective action plan for observations
How a secretarial audit is conducted
General overview of the secretarial audit engagement lifecycle for companies under the Companies Act, 2013.
- 1
Confirm applicability and scope
Verify whether the company attracts mandatory audit under Section 204 and agree the scope — Companies Act, SCRA, Depositories Act, FEMA, SEBI regulations, and other laws as applicable to the company.
- 2
Collect records and filings
Gather statutory registers, minutes books, MCA filing receipts, shareholding records, agreements, and policies for the audit period.
- 3
Test compliance period-wise
Check each event — allotments, transfers, borrowings, meetings, disclosures, filings — against due dates and procedural requirements under the Act and Secretarial Standards.
- 4
Discuss observations with management
Share draft observations with the company secretary and management, verify facts, and agree on corrective steps and timelines.
- 5
Issue Form MR-3
Sign and issue the audit report in Form MR-3, with qualifications or emphasis of matter where required, for annexure to the Board's Report.
Information on this page is for general guidance only and does not constitute professional advice. Provisions, forms, fees, and timelines under the Companies Act and allied laws change from time to time — confirm applicability to your facts before acting.
Working with this practice
- Direct engagement with the professional handling your matter
- Proactive tracking of statutory timelines and filings
- Clear, written advice before you commit to a course of action
- Confidential handling of corporate records throughout the engagement
Certain specialised engagements may be undertaken in association with empanelled professionals where the matter requires.