Secretarial Audit
Secretarial Audit
Secretarial Audit is an independent verification process conducted by a Practicing Company Secretary to ensure a company is complying with all applicable laws, rules, and regulations, and following due process in its operations.
It involves:
- Reviewing compliance with legal and procedural requirements
- Verifying maintenance of statutory registers, records, and filings
- Identifying gaps or risks in the compliance framework
- Recommending corrective action where necessary
Ensure Corporate Compliance with Expert Precision
Secretarial Audit is a critical part of a company’s overall compliance management framework. It helps organizations identify legal non-compliance, ensure adherence to statutory laws, and promote sound corporate governance.
At NR Filing, we offer end-to-end Secretarial Audit services conducted by qualified professionals to help companies stay compliant and confident.
Find answers to your questions
As per Section 204 of the Companies Act, 2013, Secretarial Audit is mandatory for:
- Every listed company
- Every public company with:
- Paid-up share capital ≥ ₹50 crore, or
- Turnover ≥ ₹250 crore
If either criterion is met, Secretarial Audit is required.
Only a Practicing Company Secretary (PCS) can conduct this audit and issue a report in Form MR-3.
The Secretarial Audit covers reporting on compliance with:
- Companies Act, 2013 and rules made thereunder
- Securities Contracts (Regulation) Act, 1956
- Depositories Act, 1996
- Foreign Exchange Management Act, 1999 (FEMA) — limited to FDI, ODI, ECBs
- SEBI Act, 1992 and applicable Regulations and Guidelines
- Secretarial Standards issued by ICSI
- Listing Regulations (for listed entities)
- Other industry-specific laws, such as:
- Banking laws for banks
- IRDAI regulations for insurance companies
- Petroleum regulations for oil companies
- Pharma, cement, infrastructure-specific laws, etc.
- General laws such as:
- Labour Laws
- Environmental Laws
- Competition Act
- Internal systems and processes related to legal compliance
- Prepared by a Company Secretary in Practice
- Submitted in Form MR-3
- Annexed with the Board’s Report
- Highlights compliance status, gaps, observations, or qualifications, if any
The report may also rely on other professional reports, such as those by statutory or internal auditors, for areas like Income Tax, GST, or Customs.
- Obtain consent from the Practicing Company Secretary
- Appoint the Auditor through a Board Resolution
- File MGT-14 with ROC attaching the resolution
- Fix remuneration at the Board Meeting
If the company, any of its officers, or the secretarial auditor fails to comply:
- Penalty ranges between ₹1 lakh and ₹5 lakh
- Imposed on the company, officers in default, or the PCS, as applicable
- Ensure adherence to all applicable laws and secretarial standards
- Detect and report any non-compliance
- Safeguard the interests of stakeholders
- Minimize risk of legal liabilities and penalties
- Strengthens corporate governance
- Enhances stakeholder and investor confidence
- Allows directors and KMPs to focus on core business activities
- Promotes transparent and ethical business practices
- Improves the organization’s public image and regulatory standing
- Acts as a proactive tool for compliance risk management
With NR Filing, you get:
- Expert Company Secretaries handling your audit
- Timely and accurate Form MR-3 preparation
- Holistic assessment of your compliance environment
- Guidance on corrective action and legal health
- Complete confidentiality and professional integrity
