Overview of Secretarial Audit
Secretarial Audit is a compliance mechanism under the Companies Act, 2013 to ensure that companies adhere to legal and procedural requirements. It is conducted by a qualified Company Secretary and is mandatory for listed companies and certain classes of public companies. Corporate Analytica provides expert-led secretarial audits to identify risks, promote transparency, and enhance corporate governance.
Benefits of Secretarial Audit
- Ensures legal and procedural compliance
- Helps avoid penalties and legal disputes
- Improves corporate governance and accountability
- Identifies non-compliances and provides corrective actions
- Enhances confidence of stakeholders and regulators
Who Needs Secretarial Audit?
- All listed companies (Mandatory)
- Public companies with:
- Paid-up share capital of ₹50 crore or more, or
- Turnover of ₹250 crore or more
- Voluntary audit by private or smaller companies for better compliance
Documents Required
- Company’s Articles of Association (AOA) & Memorandum (MOA)
- Minutes of Board, Committee & General Meetings
- Statutory Registers and Records
- Annual Return & Financial Statements
- Filing receipts and other ROC forms
- Agreements, contracts, and regulatory approvals
Secretarial Audit Process
- Step 1: Initial consultation and review of eligibility
- Step 2: Collection of documents and company records
- Step 3: Compliance verification and risk analysis
- Step 4: Drafting of the Secretarial Audit Report in Form MR-3
- Step 5: Final review and submission to the Board of Directors
Why Choose Corporate Analytica?
- Experienced Company Secretaries and legal professionals
- Comprehensive review and advisory on all compliance aspects
- Cost-effective and time-bound audit solutions
- End-to-end support including Board presentations
- Strict confidentiality and data protection
Post-Audit Assistance
- Compliance rectification and advisory support
- Board consultation on key risk areas
- Filing of necessary forms with MCA/ROC
- Guidance on improving governance practices
- Ongoing secretarial compliance management
Frequently Asked Questions (Secretarial Audit)
Q1. Who can conduct a Secretarial Audit?
Only a Practicing Company Secretary (PCS) registered with the Institute of Company Secretaries of India (ICSI) is authorized to conduct a Secretarial Audit.
Q2. Is Secretarial Audit applicable to private companies?
While not mandatory, private companies may voluntarily opt for Secretarial Audit to strengthen compliance and governance systems.
Q3. What is included in the Secretarial Audit Report?
The report includes findings on compliance with the Companies Act, SEBI regulations, FEMA, labour laws, and other applicable corporate laws, in Form MR-3.
Q4. What are the penalties for non-compliance with Secretarial Audit provisions?
Non-compliance may lead to regulatory penalties, director disqualifications, and reputational damage. The Board is responsible for compliance enforcement.