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A secretarial audit is an independent compliance review, mandated under Section 204 of the Companies Act, 2013, that checks whether a company has complied with the Companies Act, applicable SEBI regulations, other relevant corporate laws, and the Secretarial Standards. It is reported in Form MR-3 and is different from a financial audit, which checks the accounts rather than legal process compliance.

Every listed company must get a secretarial audit done. In addition, certain classes of unlisted public companies and larger private companies must comply once they cross paid-up share capital or turnover thresholds prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. We confirm applicability against the current rules for your specific company.

Only a Company Secretary holding a valid Certificate of Practice from the Institute of Company Secretaries of India (ICSI) can conduct a secretarial audit under Section 204. It cannot be conducted by a Chartered Accountant, an internal CS employee of the company, or an unqualified consultant.

Form MR-3 is the prescribed format for the secretarial audit report under Section 204. It is signed by the practising Company Secretary who conducted the audit and is annexed to the company's Board's Report, which is filed with the ROC as part of the annual filing.

No. A statutory audit under the Companies Act examines the company's financial statements for a true and fair view, and is conducted by a Chartered Accountant. A secretarial audit examines legal and procedural compliance - board processes, resolutions, filings, and applicable laws - and is conducted by a practising Company Secretary. Both are separate, mandatory requirements for the companies they apply to.

If the auditor notes observations, qualifications, or adverse remarks in Form MR-3, the company's board is required to explain those remarks in its own Board's Report. Persistent or serious gaps can also attract regulatory scrutiny, so it's best to address them before the audit is finalised wherever possible.

At a minimum, the Companies Act, 2013 and Secretarial Standards issued by ICSI. For listed companies, it also covers SEBI regulations and stock exchange disclosure requirements. Depending on the company, it may also review compliance with FEMA and other laws specifically applicable to that business.

Secretarial audit is an annual requirement, conducted for each financial year, with the report (Form MR-3) annexed to that year's Board's Report and filed with the ROC as part of the annual filing.

Most small and mid-size private companies are not required to conduct a secretarial audit. However, certain larger private companies become covered once their paid-up share capital, turnover, or outstanding borrowings cross the thresholds prescribed under the applicable rules. We check this against your company's latest financials.

It can be, depending on the subsidiary's own size and structure - some subsidiaries of listed companies are separately covered if they independently cross the prescribed thresholds, or where group governance policy requires it. We assess this on a case-by-case basis.

Internal audit reviews a company's internal controls, processes, and risk management, and is often conducted by an in-house team or external firm reporting to management or the audit committee. Secretarial audit is a statutory, independent check on legal and procedural compliance specifically, conducted by a practising Company Secretary and reported externally in a prescribed form.

The Companies Act prescribes penalties on the company and its officers in default for non-compliance with Section 204. Because penalty provisions can be updated by amendment, we recommend confirming the current position with our team rather than relying on a specific figure - the larger practical risk is usually the compliance and reputational impact of the audit not being done at all.

Fees vary with the size of the company, whether it's listed, the number of group entities in scope, and the complexity of transactions like related-party dealings or foreign investment. We quote after understanding your company's structure - our starting price is ₹15,000 for a single unlisted company.

Keep statutory registers updated, ensure board and general meeting minutes are properly recorded and signed, file ROC forms on time through the year, and maintain records of related-party approvals and director disclosures. Companies with these basics in order typically get a faster audit with fewer observations.

Secretarial audit is normally conducted for the full financial year to which the Board's Report relates. In the year a company first becomes covered by Section 204, the audit typically covers the period from when the requirement first applied, as agreed with the practising CS.