Secretarial Audit & Compliance Check

Secretarial Audit Services in India | Corporate Compliance Check by IILE

“Stay Compliant. Stay Confident. Stay Ready for What’s Next.”

Corporate compliance is not simply about filing forms on time.

A company must maintain proper statutory records, follow applicable provisions of the Companies Act, conduct required meetings, maintain registers, make appropriate disclosures, complete statutory filings and comply with applicable secretarial requirements.

Even a small compliance gap can create unnecessary regulatory exposure, additional costs and operational complications.

Indian Institute of Legal English (IILE) provides professional Secretarial Audit and Corporate Compliance Check Services to help companies identify compliance gaps, review statutory records and strengthen their corporate compliance framework.

“Check Today. Correct Early. Stay Compliant.”

WHAT IS A SECRETARIAL AUDIT?

A Secretarial Audit is an independent examination of a company's compliance with applicable corporate and secretarial laws, rules, regulations and procedures.

The audit is generally conducted by a Company Secretary in Practice, where required under applicable law.

A Secretarial Audit may examine areas such as:

• Companies Act compliance
• Board meeting compliance
• General meeting compliance
• Statutory registers
• Corporate filings
• Shareholding records
• Directors' disclosures
• Related-party transactions
• Loans and investments
• Corporate governance requirements
• Secretarial standards
• Applicable regulatory requirements

“Compliance Is More Than Filing. It Is Following the Law the Right Way.”

WHAT IS A CORPORATE COMPLIANCE CHECK?

A Corporate Compliance Check is a structured review of a company's legal and secretarial compliance position.

It helps identify:

✔ Missing filings

✔ Delayed filings

✔ Incomplete records

✔ Incorrect disclosures

✔ Missing registers

✔ Meeting-related gaps

✔ Director compliance issues

✔ Shareholding documentation gaps

✔ Regulatory compliance risks

✔ Pending statutory actions

The purpose is to identify potential issues early and create an appropriate corrective action plan.

“Find the Gap Before the Regulator Finds It.”

SECRETARIAL AUDIT VS COMPLIANCE CHECK

Although the terms are sometimes used together, they are not necessarily identical.

Secretarial Audit Compliance Check Formal audit under applicable law | Broader compliance review
Conducted by eligible professional | Scope depends on engagement
May involve prescribed reporting | Usually focuses on identifying gaps
Applicable to prescribed classes of companies | Can be undertaken by businesses seeking compliance assurance
Reviews statutory and secretarial compliance | Can cover selected corporate compliance areas
May result in prescribed Secretarial Audit Report | Usually results in observations/recommendations

“Audit When Required. Compliance Review When Needed. Better Governance Always.”

WHY IS SECRETARIAL AUDIT IMPORTANT?

Corporate compliance requirements can become complex as a company grows.

A Secretarial Audit or Compliance Check can help management:

• Identify compliance gaps
• Review statutory records
• Detect missed filings
• Improve corporate governance
• Maintain proper documentation
• Monitor statutory deadlines
• Reduce compliance risks
• Strengthen internal processes
• Prepare for regulatory scrutiny
• Improve corporate discipline

“Good Governance Starts With Knowing Where You Stand.”

WHO NEEDS SECRETARIAL AUDIT?

Secretarial Audit is mandatory for certain prescribed classes of companies under applicable provisions of the Companies Act, 2013 and related rules.

It may also be voluntarily undertaken by companies that want an independent review of their corporate compliance framework.

Businesses that may consider a compliance review include:

PRIVATE LIMITED COMPANIES

Growing private companies can use compliance reviews to identify gaps in:

• ROC filings
• Board meetings
• Registers
• Director disclosures
• Share records

PUBLIC COMPANIES

Public companies may face extensive corporate governance and disclosure requirements.

LISTED COMPANIES

Listed entities are subject to additional securities-law and governance requirements.

LARGE CORPORATE GROUPS

Multiple subsidiaries and related entities can increase compliance complexity.

GROWING STARTUPS

As startups raise funding and add investors/directors, maintaining accurate corporate records becomes increasingly important.

“As Your Company Grows, Compliance Should Grow With It.”

SECRETARIAL AUDIT UNDER THE COMPANIES ACT, 2013

Secretarial Audit is governed primarily by Section 204 of the Companies Act, 2013 and the applicable rules.

The applicability depends on the prescribed class of companies and thresholds under the law as applicable from time to time.

The audit is generally conducted by a Company Secretary in Practice who issues the applicable Secretarial Audit Report.

“Compliance With the Law Starts With Understanding the Law.”

WHAT DOES A SECRETARIAL AUDIT COVER?

The exact scope depends on the company's activities and applicable laws.

A comprehensive review may cover:

1. COMPANIES ACT, 2013

Review compliance with applicable provisions relating to:

• Incorporation
• Share capital
• Directors
• Board meetings
• General meetings
• Registers
• Annual filings
• Corporate records
• Related-party transactions

2. SECRETARIAL STANDARDS

Review compliance with applicable Secretarial Standards, including:

• Board Meetings
• General Meetings

“Meetings Matter. Minutes Matter. Compliance Matters.”

3. DIRECTOR COMPLIANCE

Review areas such as:

• DIN status
• Director disclosures
• Consent to act
• Appointment
• Resignation
• Retirement
• Disqualification
• Disclosure of interest

4. BOARD MEETING COMPLIANCE

Review:

• Frequency of meetings
• Notices
• Agenda
• Attendance
• Quorum
• Minutes
• Resolutions
• Circulation of minutes

5. GENERAL MEETING COMPLIANCE

Review:

• AGM
• EGM
• Notices
• Explanatory statements
• Quorum
• Voting
• Minutes
• Resolutions

6. STATUTORY REGISTERS

Review whether required statutory registers and records are appropriately maintained.

These may include registers relating to:

• Members
• Directors
• Charges
• Loans and investments
• Contracts
• Related parties
• Share transfers

The exact registers depend on the company and applicable provisions.

7. ROC COMPLIANCE

Review applicable filings with the Registrar of Companies (ROC).

Potential areas include:

• Annual returns
• Financial statements
• Director-related filings
• Share capital changes
• Registered office changes
• Charges
• Other event-based filings

“File Right. File on Time. Stay on Track.”

SECRETARIAL COMPLIANCE CHECKLIST

A corporate compliance review may examine:

COMPANY INFORMATION

☐ Certificate of Incorporation

☐ MOA

☐ AOA

☐ CIN details

☐ Registered office records

DIRECTOR INFORMATION

☐ DIN

☐ DIR-2

☐ DIR-8

☐ MBP-1

☐ Appointment records

☐ Resignation records

☐ Disclosure records

BOARD COMPLIANCE

☐ Board meeting notices

☐ Agenda

☐ Attendance

☐ Minutes

☐ Board resolutions

☐ Circular resolutions

SHAREHOLDER COMPLIANCE

☐ AGM records

☐ EGM records

☐ Notices

☐ Minutes

☐ Voting records

☐ Shareholding records

STATUTORY REGISTERS

☐ Register of Members

☐ Register of Directors

☐ Register of Charges

☐ Other applicable registers

ROC FILINGS

☐ Annual filings

☐ Event-based filings

☐ Director filings

☐ Share capital filings

☐ Registered office filings

FINANCIAL & GOVERNANCE

☐ Related-party transactions

☐ Loans and investments

☐ Deposits

☐ CSR, where applicable

☐ Beneficial ownership compliance, where applicable

“Every Register. Every Resolution. Every Filing. Every Requirement.”

ROC COMPLIANCE CHECK

The Registrar of Companies expects companies to make applicable statutory filings within prescribed timelines.

A Compliance Check can review whether required filings have been:

• Filed
• Filed on time
• Filed correctly
• Properly supported by documents

“One Missed Filing Can Create a Bigger Compliance Problem Later.”

BOARD MEETING COMPLIANCE AUDIT

Board meetings form an important part of corporate governance.

The review may cover:

• Meeting frequency
• Notice period
• Agenda
• Quorum
• Attendance
• Participation
• Minutes
• Resolutions
• Disclosure of interest
• Circulation of minutes

“Strong Governance Happens Around the Board Table.”

AGM COMPLIANCE CHECK

An Annual General Meeting is an important statutory event for companies where applicable.

A compliance review may examine:

• AGM timeline
• Notice
• Explanatory statement
• Directors' report
• Financial statements
• Auditor-related matters
• Attendance
• Quorum
• Voting
• Minutes
• Resolutions

“Annual Compliance Deserves More Than an Annual Reminder.”

DIRECTOR COMPLIANCE CHECK

Directors carry important statutory responsibilities.

A review may cover:

• DIN
• Appointment
• Consent
• Disclosures
• Disclosure of interest
• Related-party matters
• Disqualification
• Resignation
• Filing requirements

“Good Directors Need Good Documentation.”

STATUTORY REGISTER REVIEW

Statutory registers provide evidence of important corporate events and relationships.

A Compliance Check may verify whether relevant registers are:

• Maintained
• Updated
• Complete
• Properly supported

“If It Isn't Properly Recorded, Compliance Becomes Harder to Prove.”

SHARE CAPITAL COMPLIANCE

Where applicable, the review may cover:

• Authorized capital
• Paid-up capital
• Share allotment
• Share transfer
• Share certificates
• Shareholder records
• Increase/decrease in capital
• PAS-related filings

“Every Share Has a Story. Corporate Records Should Tell It Correctly.”

RELATED-PARTY TRANSACTION COMPLIANCE

Companies may have additional requirements for transactions involving related parties.

A review may consider:

• Identification of related parties
• Board approvals
• Shareholder approvals where required
• Disclosures
• Supporting agreements
• Accounting treatment

“Related-Party Transactions Need Related-Party Discipline.”

CHARGES & LOAN COMPLIANCE

Where a company creates or modifies charges or enters into relevant loan arrangements, applicable corporate law requirements may need to be followed.

The review can examine:

• Charge creation
• Charge modification
• Charge satisfaction
• Applicable ROC filings
• Loan documentation
• Board approvals

“Borrow Responsibly. Document Properly. File Correctly.”

BENEFICIAL OWNERSHIP COMPLIANCE

Where applicable, companies may have obligations relating to significant beneficial ownership and related disclosures.

The compliance review can examine the company's ownership structure and applicable declarations/filings.

“Know Who Owns the Company. Document Who Controls It.”

CORPORATE GOVERNANCE COMPLIANCE

Good corporate governance supports:

• Transparency
• Accountability
• Responsible decision-making
• Proper documentation
• Stakeholder confidence

A Compliance Check can help management identify areas where corporate governance processes may need improvement.

“Compliance Builds Discipline. Governance Builds Trust.”

SECRETARIAL AUDIT REPORT

Where a Secretarial Audit is legally applicable, the prescribed Secretarial Audit Report is prepared in the applicable form by a qualified Company Secretary in Practice.

The report may identify:

• Compliance status
• Observations
• Qualifications
• Adverse remarks
• Areas requiring corrective action

The exact reporting requirements depend on applicable law.

“An Audit Report Is Not Just a Document. It Is a Compliance Snapshot.”

SECRETARIAL AUDIT PROCESS

STEP 1 — INITIAL DISCUSSION

Understand the company's:

• Business
• Structure
• Activities
• Compliance history
• Regulatory exposure

↓

STEP 2 — DOCUMENT COLLECTION

Collect relevant:

• Corporate records
• Registers
• Minutes
• Filings
• Agreements
• Disclosures

↓

STEP 3 — COMPLIANCE MAPPING

Map applicable legal and regulatory requirements.

↓

STEP 4 — DOCUMENT REVIEW

Examine records and supporting documents.

↓

STEP 5 — ROC & EVENT-BASED FILING REVIEW

Check applicable statutory filings and timelines.

↓

STEP 6 — GAP IDENTIFICATION

Identify:

• Missing documents
• Delayed filings
• Incorrect filings
• Incomplete records
• Process gaps

↓

STEP 7 — COMPLIANCE RISK CLASSIFICATION

Categorize observations according to their nature and significance.

↓

STEP 8 — CORRECTIVE ACTION PLAN

Recommend appropriate corrective measures.

↓

STEP 9 — FINAL REVIEW / REPORTING

Complete the applicable compliance review or Secretarial Audit reporting process.

“Review. Identify. Correct. Strengthen.”

WHAT DOCUMENTS ARE REQUIRED FOR A SECRETARIAL AUDIT?

Depending on the company's structure and scope, documents may include:

INCORPORATION DOCUMENTS

• Certificate of Incorporation
• MOA
• AOA
• PAN
• TAN
• CIN details

BOARD RECORDS

• Board notices
• Agendas
• Attendance sheets
• Minutes
• Resolutions

GENERAL MEETING RECORDS

• AGM notices
• EGM notices
• Minutes
• Voting records
• Resolutions

STATUTORY REGISTERS

• Register of Members
• Register of Directors
• Register of Charges
• Other applicable statutory registers

ROC DOCUMENTS

• Annual returns
• Financial statement filings
• Event-based forms
• Director-related filings
• Capital-related filings

FINANCIAL / CORPORATE DOCUMENTS

• Shareholding details
• Share certificates
• Loan documents
• Related-party agreements
• Investment records
• Charge documents

“Complete Records Make Compliance Review Faster and More Reliable.”

COMMON SECRETARIAL COMPLIANCE GAPS

Some commonly observed compliance issues may include:

❌ Delayed ROC filings

❌ Incomplete statutory registers

❌ Incorrect meeting documentation

❌ Missing director disclosures

❌ Improperly maintained minutes

❌ Missing supporting documents

❌ Incorrect shareholding records

❌ Unrecorded corporate actions

❌ Delayed event-based filings

❌ Incomplete related-party documentation

❌ Unaddressed historical compliance issues

“Small Compliance Gaps Can Become Big Corporate Problems.”

WHY DO COMPANIES DELAY COMPLIANCE CHECKS?

Common reasons include:

• Rapid business growth
• Lack of dedicated compliance personnel
• Changes in directors
• Changes in shareholding
• Multiple subsidiaries
• Poor record management
• Changes in registered office
• Business restructuring
• Frequent corporate transactions

“Growth Creates Complexity. Compliance Creates Control.”

BENEFITS OF A SECRETARIAL COMPLIANCE CHECK

EARLY GAP IDENTIFICATION

Find compliance issues before they become more difficult to resolve.

BETTER RECORD MANAGEMENT

Maintain organized corporate records.

REGULATORY READINESS

Improve preparedness for regulatory review.

CORPORATE GOVERNANCE

Strengthen internal corporate procedures.

MANAGEMENT VISIBILITY

Give management a clearer view of compliance status.

RISK REDUCTION

Identify areas that may require corrective action.

BETTER DUE DILIGENCE READINESS

Organized compliance records can help during:

• Fundraising
• Investment
• Acquisition
• Merger
• Business restructuring

“Compliance Today Can Protect Business Opportunities Tomorrow.”

SECRETARIAL AUDIT FOR STARTUPS

Startups often move quickly.

New investors, directors, funding rounds, employee stock options and business restructuring can create additional corporate compliance requirements.

IILE can help startups establish stronger compliance processes around:

• Board meetings
• Share allotments
• Investor records
• Director appointments
• Statutory filings
• Shareholding documentation
• Corporate records

“Build Fast. But Keep Your Corporate Records Faster.”

SECRETARIAL AUDIT FOR PRIVATE LIMITED COMPANIES

Private Limited Companies can use regular compliance checks to review:

• ROC filings
• Board compliance
• AGM compliance
• Statutory registers
• Share capital
• Directors
• Related parties
• Corporate records

“Private Company Today. Professionally Compliant Tomorrow.”

SECRETARIAL AUDIT FOR GROWING COMPANIES

As businesses grow, corporate transactions become more frequent.

Examples include:

• New directors
• New shareholders
• Capital increases
• Fundraising
• Loans
• New branches
• Registered office changes
• Business restructuring

A periodic compliance check can help ensure the corporate records keep pace with business activity.

“Your Corporate Records Should Grow as Fast as Your Business.”

SECRETARIAL AUDIT FOR INVESTOR READINESS

Investors may review corporate records during due diligence.

Important areas can include:

• Shareholding
• Board records
• Statutory filings
• Corporate approvals
• Related-party transactions
• Contracts
• Charges
• Historical compliance

“Clean Compliance Records Create a Stronger Due Diligence Story.”

SECRETARIAL COMPLIANCE & DUE DILIGENCE

Before an investment, merger, acquisition or major restructuring, a compliance review can help identify historical issues.

This can include reviewing:

• Corporate filings
• Shareholding
• Directors
• Charges
• Meetings
• Related parties
• Statutory registers
• Corporate approvals

“Before the Deal, Know the Compliance History.”

SECRETARIAL AUDIT & CORPORATE COMPLIANCE CALENDAR

A compliance calendar can help track:

• Board meetings
• General meetings
• ROC filings
• Director filings
• Financial filings
• Tax-related deadlines
• Event-based compliance

“Never Let a Deadline Become a Compliance Crisis.”

CORRECTIVE ACTION AFTER A COMPLIANCE CHECK

Identifying a gap is only the beginning.

Depending on the issue, corrective action may include:

• Filing pending forms
• Rectifying records
• Preparing missing documents
• Conducting required meetings
• Passing appropriate resolutions
• Updating statutory registers
• Correcting disclosures
• Reviewing penalties/additional fees
• Obtaining professional advice

The appropriate corrective action depends on the nature of the non-compliance.

“Find the Problem. Fix the Process. Prevent the Repeat.”

SECRETARIAL AUDIT COST

The cost of a Secretarial Audit or Compliance Check depends on factors such as:

• Type of company
• Size of company
• Number of directors
• Number of shareholders
• Number of subsidiaries
• Business activities
• Number of filings
• Compliance history
• Scope of review
• Complexity of transactions
• Location and professional requirements

IILE can assess the scope before providing an appropriate professional fee proposal.

“Transparent Scope. Clear Professional Engagement.”

HOW OFTEN SHOULD A COMPANY CONDUCT A COMPLIANCE CHECK?

There is no universal frequency for every company.

Companies may consider periodic compliance reviews based on:

• Business size
• Regulatory complexity
• Number of corporate actions
• Changes in directors/shareholders
• Investor activity
• Previous compliance history

A periodic review can help management identify issues before they accumulate.

“Don't Wait for Year-End to Ask Whether You're Compliant.”

SECRETARIAL AUDIT VS INTERNAL COMPLIANCE REVIEW

Secretarial AuditInternal Compliance ReviewStatutory audit where applicable | Voluntary/management-driven review
Conducted by eligible Company Secretary in Practice | Scope depends on business requirement
Prescribed reporting may apply | Internal report/action plan may be prepared
Governed by applicable law | Customized according to business needs
Formal statutory framework | Flexible compliance health check

“Mandatory When Applicable. Valuable When Voluntary.”

SECRETARIAL COMPLIANCE CHECKLIST FOR PRIVATE LIMITED COMPANY

CORPORATE BASICS

☐ Certificate of Incorporation

☐ MOA

☐ AOA

☐ CIN

☐ Registered office

DIRECTORS

☐ DIN

☐ Appointment documents

☐ Consent

☐ Disclosures

☐ Interest disclosures

☐ DIR-related filings

BOARD

☐ Board meeting notices

☐ Agenda

☐ Attendance

☐ Minutes

☐ Resolutions

SHAREHOLDERS

☐ Register of Members

☐ Share certificates

☐ Share transfers

☐ Share allotments

☐ AGM records

STATUTORY FILINGS

☐ Annual return

☐ Financial statement filing

☐ Event-based forms

☐ Capital-related filings

☐ Director-related filings

CORPORATE TRANSACTIONS

☐ Related-party transactions

☐ Loans

☐ Investments

☐ Charges

☐ Contracts

GOVERNANCE

☐ Secretarial Standards

☐ Board procedures

☐ General meeting procedures

☐ Statutory registers

“Your Compliance Checklist. Your Corporate Shield.”

WHY CHOOSE INDIAN INSTITUTE OF LEGAL ENGLISH (IILE)?

PROFESSIONAL APPROACH

IILE focuses on structured corporate compliance and documentation.

COMPLIANCE-FOCUSED

We help businesses identify applicable compliance requirements and potential gaps.

BUSINESS UNDERSTANDING

Every company has a different structure, transaction history and regulatory profile.

DOCUMENT-CENTRIC REVIEW

Corporate compliance depends heavily on accurate and complete documentation.

PRACTICAL RECOMMENDATIONS

The objective is not merely to identify problems but to create a practical path toward correction.

LONG-TERM COMPLIANCE SUPPORT

Businesses can establish ongoing compliance processes instead of relying only on last-minute filings.

“IILE — Helping Businesses Replace Compliance Uncertainty With Corporate Clarity.”

OUR COMPLIANCE CHECK PROCESS

01 — UNDERSTAND

Understand your company's structure and business activities.

↓

02 — COLLECT

Collect relevant corporate records.

↓

03 — REVIEW

Review filings, registers, meetings and documentation.

↓

04 — IDENTIFY

Identify compliance gaps and potential risks.

↓

05 — PRIORITIZE

Classify issues based on urgency and significance.

↓

06 — CORRECT

Recommend appropriate corrective actions.

↓

07 — MONITOR

Create a compliance calendar and monitoring framework.

“Check. Correct. Control. Comply.”

FREQUENTLY ASKED QUESTIONS

What is a Secretarial Audit?

A Secretarial Audit is an independent examination of a company's compliance with applicable corporate and secretarial laws and requirements, generally conducted by a Company Secretary in Practice where mandated.

Is Secretarial Audit mandatory for every company?

No. Secretarial Audit applies to prescribed classes of companies under the Companies Act, 2013 and applicable rules. Other companies may voluntarily undertake a compliance review.

Who conducts a Secretarial Audit?

Where a statutory Secretarial Audit is applicable, it is conducted by a Company Secretary in Practice who is eligible under the applicable law.

What does a Secretarial Audit check?

It can cover applicable Companies Act provisions, Secretarial Standards, corporate records, meetings, statutory registers, ROC filings, director compliance and other applicable laws and regulations.

What is a Corporate Compliance Check?

A Corporate Compliance Check is a structured review designed to identify potential gaps in a company's legal, secretarial and statutory compliance.

Is a Compliance Check the same as a Secretarial Audit?

Not necessarily. A Secretarial Audit is a statutory audit where applicable, while a Compliance Check can be a broader or voluntary review based on the company's requirements.

What happens if a company has missed ROC filings?

The appropriate corrective action depends on the nature, period and status of the default. Pending filings, additional fees, penalties, approvals or other legal consequences may apply.

Can historical compliance issues be reviewed?

Yes. A compliance review can include historical records and filings to identify unresolved issues.

Can startups conduct a Secretarial Compliance Check?

Yes. Startups can voluntarily conduct compliance reviews to strengthen their corporate records and prepare for fundraising or due diligence.

Can a compliance check help before fundraising?

Yes. A review can identify corporate-record and compliance issues that may arise during investor due diligence.

Does every Private Limited Company require a Secretarial Audit?

Not necessarily. Statutory Secretarial Audit applies to prescribed classes of companies. A Private Limited Company outside those classes may still voluntarily conduct a compliance review.

What documents are required?

Documents can include incorporation records, MOA, AOA, board minutes, general meeting records, statutory registers, ROC filings, director records, shareholding documents and transaction records.

How much does a Secretarial Audit cost?

The professional fee depends on the company's size, structure, compliance history and scope of work.

How long does a compliance check take?

The timeline depends on the number of records, years covered, company structure and complexity of compliance.

Can IILE help identify compliance gaps?

Yes. IILE can assist businesses with structured corporate compliance reviews and help identify areas requiring attention.

YOUR COMPANY MAY BE COMPLIANT.

BUT DO YOU KNOW FOR SURE?

Don't wait for:

A missed filing.

A regulatory notice.

An investor's due diligence.

A corporate transaction.

A compliance deadline.

to discover a problem.

GET YOUR CORPORATE COMPLIANCE CHECKED WITH IILE.

INDIAN INSTITUTE OF LEGAL ENGLISH (IILE)

SECRETARIAL AUDIT | CORPORATE COMPLIANCE CHECK | ROC COMPLIANCE | CORPORATE GOVERNANCE | SECRETARIAL COMPLIANCE

“Check Today. Correct Early. Stay Compliant.”

Talk to IILE for a Professional Compliance Review.