Secretarial Audit
Conduct a secretarial audit under Section 204 of the Companies Act 2013 — compliance review across Companies Act, SEBI regulations, FEMA, labour laws and sector-specific regulations, culminating in Form MR-3.
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Share your company details. We conduct the audit, identify gaps and issue the MR-3 report.
Talk to a CS →A complete secretarial audit package
Compliance Review
Comprehensive review of compliance under Companies Act 2013, SEBI Regulations, FEMA, RBI and labour laws.
Form MR-3 Report
Secretarial Audit Report in Form MR-3 issued by a Practising Company Secretary — mandatory annexure to Board's Report.
Board & Committee Minutes
Review of board meeting minutes, committee resolutions, quorum requirements and voting compliance.
Filing Status Check
Verification of all ROC filings — annual returns, financial statements, event-based forms — for the audit period.
Share Capital & Securities
Review of allotment, transfer, buyback, ESOP and demat compliance during the period under audit.
Gap Report & Remediation
Identification of compliance gaps with recommendations — before the formal MR-3 report is issued.
What is needed for secretarial audit
Mandatory for Prescribed Companies
Secretarial Audit is mandatory for listed companies, public companies with paid-up capital above Rs 50 crore or turnover above Rs 250 crore.
Practising Company Secretary Only
The audit must be conducted by a Practising Company Secretary (PCS) holding a valid certificate of practice.
Form MR-3 Report
The audit report must be in Form MR-3 and annexed to the Board's Report for each financial year.
Annual Requirement
Secretarial Audit must be conducted for every financial year — not a one-time exercise.
Disclosure of Non-Compliances
The MR-3 report must disclose specific non-compliances observed during the audit period — cannot be suppressed.
Material Subsidiaries Also Covered
Listed companies must ensure secretarial audit is also conducted for material unlisted subsidiaries.
Secretarial Audit identifies non-compliances before they attract ROC notices or adjudication. Many companies discover missed filings, disqualified directors or unpaid dividend defaults only during the audit. Early identification allows for compounding or regularisation at a lower cost.
Common issues with secretarial audit
Simple steps, no surprises
Scope confirmed
Applicable laws, audit period and company details confirmed — document request list shared.
Document review
Board minutes, filings, registers, agreements and statutory records reviewed for the audit period.
Gap report issued
Preliminary gap report shared with management — remediation actions taken before final report.
MR-3 report issued
Form MR-3 signed and issued by the PCS — annexed to the Board's Report for the financial year.
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Frequently asked questions
A secretarial audit is an independent compliance review conducted by a Practising Company Secretary (PCS) under Section 204 of the Companies Act 2013. It covers compliance with the Companies Act, SEBI regulations, FEMA, RBI guidelines, labour laws and sector-specific regulations.
Secretarial Audit is mandatory for: (a) listed companies, (b) public companies with paid-up share capital of Rs 50 crore or more, and (c) public companies with a turnover of Rs 250 crore or more. Material unlisted subsidiaries of listed companies must also conduct the audit.
Form MR-3 is the prescribed format for the Secretarial Audit Report under the Companies Act 2013. It must be signed by a Practising Company Secretary and annexed to the company's Board's Report every financial year.
A secretarial audit covers compliance with the Companies Act 2013, SEBI regulations (for listed companies), FEMA, RBI regulations, labour laws, environmental laws and all other laws applicable to the company — for the financial year under review.
Non-compliances found during the audit must be disclosed in the MR-3 report. However, identifying gaps in advance allows the company to compound the offence, file delayed returns or take corrective action before the report is finalised — reducing the impact of the disclosure.
Need a secretarial audit for your company?
We conduct the compliance review, identify gaps, assist with remediation and issue Form MR-3.