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Secretarial & governance

Secretarial Audit

Secretarial audit under section 204 of the Companies Act and the MR-3 report, carried out by a practising Company Secretary.

Secretarial Audit

Who needs it

Every listed company; public companies with paid-up share capital of ₹50 crore or more, or turnover of ₹250 crore or more; and every company with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more.

A secretarial audit checks whether a company has actually complied with company law and the other laws that apply to it, not just whether its forms were filed. The Companies Act, 2013 makes it compulsory for larger companies, and the report, Form MR-3, is attached to the board's report, so shareholders and regulators read it.

What we examine

We go through the company's compliance with the Companies Act and its rules, the Secretarial Standards on board and general meetings, FEMA rules on foreign investment and borrowing, and, for listed companies, the SEBI regulations. Where an industry has its own laws, we cover those too.

How we work

We agree a checklist with you at the start, review documents through the year rather than only at the end, and share findings while there is still time to put them right. The final MR-3 states plainly what we found, so there are no surprises for the board.

For companies below the thresholds

Many smaller companies ask for the same review voluntarily before a fund raise, a bank loan or a sale. It is the quickest way to find and fix gaps before an investor or lender finds them.

Documents to keep ready

  • Memorandum and articles of association
  • Minutes of board, committee and general meetings
  • Statutory registers
  • ROC filings for the year
  • FEMA, SEBI and sector-specific filings, where they apply
  • Policies required under the Act
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