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Secretarial Audit is a compliance verification process conducted to ensure that a company adheres to various legal and regulatory requirements under corporate laws. It is primarily applicable to listed companies and certain other prescribed entities as per the Companies Act, 2013. The audit is performed by a qualified Company Secretary (CS) and helps in identifying any non-compliance, governance issues, or legal risks that may impact the company's operations.
Secretarial Audit enhances transparency, ensures statutory compliance, and minimizes the risk of penalties. It plays a crucial role in corporate governance by keeping the company aligned with regulatory frameworks and best practices.
Secretarial Audit is a crucial compliance and governance mechanism designed to ensure that companies adhere to legal, regulatory, and procedural requirements. Introduced under Section 204 of the Companies Act, 2013, it is mandatory for listed companies and certain other large corporations. The audit is conducted by a qualified Company Secretary (CS) in practice, who examines a company’s adherence to various corporate laws, including the Companies Act, SEBI regulations, FEMA, RBI guidelines, and other applicable legal frameworks.
The primary objective of Secretarial Audit is to enhance transparency, ensure compliance, and identify potential legal risks before they become major issues. By conducting a thorough examination of records, documents, and procedures, this audit helps businesses mitigate risks, avoid penalties, and maintain strong corporate governance. It plays a significant role in building stakeholder trust by demonstrating a company's commitment to ethical and legal business practices.
Unlike financial audits, which primarily focus on a company’s financial health, Secretarial Audit focuses on corporate compliance. It ensures that companies follow due processes in areas such as board meetings, shareholder communication, regulatory filings, and other statutory obligations. The audit culminates in the preparation of a Secretarial Audit Report (Form MR-3), which provides an overview of the company's compliance status and any potential lapses that need correction.
With increasing regulatory scrutiny, Secretarial Audit has become an essential tool for businesses to maintain credibility and legal stability. Companies that fail to comply with the audit requirements may face penalties, legal disputes, and reputational damage. Therefore, timely and proper conduct of Secretarial Audit not only ensures legal compliance but also strengthens corporate governance and operational efficiency.
Secretarial Audit is a mandatory compliance requirement for specific categories of companies under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. It is primarily applicable to listed companies, which are required to undergo regular audits to ensure adherence to corporate governance norms and regulatory requirements set by SEBI and other authorities. By conducting a Secretarial Audit, these companies demonstrate transparency, accountability, and compliance with various legal frameworks.
Apart from listed companies, certain public companies are also required to undergo a Secretarial Audit based on their financial thresholds. A public company with a paid-up share capital of ₹50 crore or more or an annual turnover of ₹250 crore or more must conduct a Secretarial Audit to ensure that it follows statutory and regulatory guidelines. This applies to businesses across industries, ensuring that large corporations maintain proper compliance with laws governing corporate affairs.
Private companies are generally exempt from mandatory Secretarial Audits. However, if a private company is a subsidiary of a public company that falls within the prescribed threshold limits, it must also undergo the audit. This ensures that corporate governance standards extend to subsidiary companies, preventing regulatory loopholes within corporate structures.
Although the law mandates Secretarial Audit for certain companies, many other businesses voluntarily opt for it as a proactive measure to strengthen compliance and corporate governance. This is particularly beneficial for companies preparing for public listing, seeking investor funding, or ensuring smooth regulatory compliance. A well-conducted Secretarial Audit not only prevents legal complications but also enhances a company's reputation in the market.
The Secretarial Audit process is a systematic evaluation of a company’s compliance with various legal and regulatory requirements. It is conducted by a practicing Company Secretary (CS) and follows a structured approach to ensure a thorough review of corporate governance and statutory obligations. The audit process generally involves the following key steps:
The process begins with a preliminary discussion between the company’s management and the practicing Company Secretary. During this stage, the scope of the audit is defined, and necessary details about the company’s operations, corporate structure, and regulatory obligations are gathered. The auditor also identifies the key laws applicable to the company based on its business activities, ensuring a tailored compliance assessment.
After understanding the company’s legal framework, the collection and examination of documents take place. The auditor reviews essential corporate records such as board meeting minutes, statutory registers, annual returns, compliance reports, and filings with regulatory bodies like the Ministry of Corporate Affairs (MCA) and SEBI. This step ensures that all mandatory disclosures, filings, and governance practices are in line with legal requirements.
Once the documents are examined, the auditor identifies non-compliances, discrepancies, or procedural lapses in the company’s records. This may include missed filings, delays in statutory disclosures, or governance-related shortcomings. The findings are analyzed in detail, and the company is given an opportunity to provide clarifications or rectify errors before the final report is prepared.
After a comprehensive review, the Secretarial Audit Report (Form MR-3) is prepared by the Company Secretary. This report provides an overview of the company’s compliance status, highlighting any deviations or non-compliances found during the audit. It also includes recommendations for corrective actions to improve compliance and corporate governance. The report is then submitted to the company’s board of directors and, in applicable cases, to regulatory authorities.
Finally, the company takes necessary corrective actions based on the audit findings. If any non-compliances are detected, the management implements the recommended measures to rectify the issues and avoid penalties. Regular follow-ups and compliance updates help ensure that the company continues to meet all legal requirements efficiently.
Incorporation Documents
Board & General Meeting Records
Statutory Registers & Records
Regulatory Filings & Compliance Reports
Agreements & Contracts
Policies & Internal Compliance Reports
Here are 5 steps to ensure smooth Secretarial Audit
Appointment of a Practicing Company Secretary (CS)
Collection & Review of Documents
Compliance Examination & Issue Identification
Preparation of Secretarial Audit Report (Form MR-3)
Submission of Report & Implementation of Corrective Actions
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