Secretrial Audit Services in India
“Comply With Confidence. Govern With Clarity.”
Professional Secretarial Audit Services by Indian Institute of Legal English (IILE)
Corporate compliance is more than filing forms.
A company must also ensure that its corporate records, governance practices, statutory registers, Board processes, shareholder matters and applicable legal compliances are properly maintained.
A Secretarial Audit provides an independent review of applicable corporate and secretarial compliances and helps identify potential gaps before they become larger regulatory concerns.
Indian Institute of Legal English (IILE) provides professional Secretarial Audit Services to help eligible companies assess their compliance framework, identify gaps and strengthen corporate governance.
“Your Business Deserves More Than Compliance. It Deserves Compliance Confidence.”
What Is Secretarial Audit?
A Secretarial Audit is an independent examination of a company's compliance with applicable laws, rules, regulations and secretarial standards.
Under the Companies Act, 2013, Secretarial Audit is governed primarily by Section 204 and the relevant rules.
The audit is conducted by a Company Secretary in Practice who examines the company's compliance framework and provides a Secretarial Audit Report in Form MR-3, where applicable.
Secretarial Audit May Examine:
- Companies Act, 2013 compliance
- Applicable rules and regulations
- Secretarial Standards
- Board meeting compliance
- General meeting compliance
- Statutory registers
- Corporate records
- Shareholder-related matters
- Director-related compliance
- Securities-law compliance, where applicable
- Other laws specifically applicable to the company
“Review the Records. Identify the Gaps. Strengthen the Governance.”
Secretarial Audit Under Section 204
Section 204 of the Companies Act, 2013 provides the statutory framework for Secretarial Audit for prescribed classes of companies.
The Secretarial Auditor examines and reports on the company's compliance with applicable secretarial and other prescribed laws.
The report is generally provided in Form MR-3.
“Section 204 Isn't Just a Provision. It's a Corporate Compliance Checkpoint.”
Who Needs Secretarial Audit?
Secretarial Audit is not mandatory for every company.
Under the applicable provisions, it generally applies to prescribed classes of companies, including:
1. Every Listed Company
Listed companies are subject to Secretarial Audit requirements under the applicable provisions.
2. Every Public Company Having Paid-Up Share Capital of ₹50 Crore or More
Where the applicable statutory threshold is satisfied.
3. Every Public Company Having Turnover of ₹250 Crore or More
Where the applicable statutory conditions are satisfied.
4. Every Company Having Outstanding Loans or Borrowings From Banks or Public Financial Institutions of ₹100 Crore or More
The applicability should be assessed according to the relevant statutory provisions and prescribed conditions.
Important: Thresholds and applicability should always be verified against the current Companies Act, applicable rules and notifications before filing or relying on them.
“Know Whether the Law Applies to You Before You Assume It Doesn't.”
What Is Form MR-3?
Form MR-3 is the prescribed format for the Secretarial Audit Report.
It contains the Secretarial Auditor's report on the company's compliance with applicable laws and regulations.
The report can address matters such as:
- Board processes
- General meetings
- Statutory registers
- Applicable corporate laws
- Securities laws
- Secretarial Standards
- Regulatory compliance
- Other applicable laws
“MR-3 Turns Compliance Review Into a Formal Governance Report.”
Secretarial Audit Process
Step 1: Preliminary Compliance Assessment
The company's structure, activities and applicable legal requirements are reviewed.
Step 2: Information & Document Collection
Relevant corporate records and compliance documents are obtained.
Step 3: Corporate Records Review
Board minutes, registers, resolutions and statutory records are examined.
Step 4: Compliance Verification
Applicable laws, rules, regulations and Secretarial Standards are reviewed.
Step 5: Gap Identification
Potential compliance gaps, inconsistencies and areas requiring corrective action are identified.
Step 6: Management Discussion
Relevant observations are discussed with the company's management.
Step 7: Secretarial Audit Report
The Secretarial Auditor prepares the applicable report in Form MR-3.
Step 8: Board-Level Compliance
The report is placed before the Board and dealt with in accordance with applicable requirements.
“Inspect. Verify. Report. Improve.”
What Does a Secretarial Audit Cover?
A Secretarial Audit can cover a broad range of corporate compliance areas.
Companies Act Compliance
Review of applicable provisions under the Companies Act, 2013 and associated rules.
Board Meetings
Review of:
- Notice
- Agenda
- Attendance
- Minutes
- Resolutions
- Statutory procedures
General Meetings
Review of:
- AGM
- EGM
- Notices
- Voting
- Resolutions
- Minutes
Statutory Registers
Review of applicable registers and records.
Director Compliance
Review of:
- Appointment
- Resignation
- Disclosures
- DIN-related matters
- Other applicable requirements
Share Capital
Review of applicable:
- Allotments
- Transfers
- Alterations
- Capital-related matters
Annual Filings
Review of applicable MCA/ROC filings.
Secretarial Standards
Review of compliance with applicable Secretarial Standards.
Securities Laws
Where applicable, review of relevant securities and capital-market regulations.
“From Boardroom to ROC — Every Compliance Detail Matters.”
Secretarial Audit Checklist
A typical Secretarial Audit checklist may include:
Compliance AreaReviewIncorporation Documents | ✓
MOA & AOA | ✓
Board Meetings | ✓
General Meetings | ✓
Board Resolutions | ✓
Statutory Registers | ✓
Director Details | ✓
Shareholder Details | ✓
Share Capital | ✓
Annual Filings | ✓
Event-Based Filings | ✓
Secretarial Standards | ✓
Applicable Securities Laws | ✓
Applicable Regulatory Laws | ✓
Corporate Records | ✓
The exact checklist depends on the company's nature, activities, legal structure and applicable regulations.
Documents Required for Secretarial Audit
The documents required can vary depending on the company's size and activities.
Common documents may include:
- Certificate of Incorporation
- MOA
- AOA
- PAN
- Master data
- Previous Secretarial Audit Reports
- Board meeting notices
- Board agendas
- Board minutes
- General meeting notices
- AGM minutes
- EGM minutes
- Board resolutions
- Statutory registers
- Shareholding records
- Share transfer records
- Director details
- Auditor details
- Annual returns
- Financial statement filings
- MCA filings
- Event-based filings
- Agreements and contracts
- Regulatory registrations
- Licences
- Other applicable records
“Complete Records Make Compliance Review More Accurate.”
Secretarial Audit for Listed Companies
Listed companies operate under a more extensive corporate and securities regulatory framework.
Secretarial Audit may involve review of applicable:
- Companies Act requirements
- SEBI regulations
- Listing-related requirements
- Secretarial Standards
- Corporate governance requirements
- Shareholder matters
- Board processes
- Disclosure obligations
“Listed Companies Need More Than Compliance. They Need Compliance Discipline.”
Secretarial Audit for Public Companies
Public companies meeting the prescribed statutory criteria may fall within the Secretarial Audit framework.
The applicability should be evaluated based on:
- Paid-up share capital
- Turnover
- Borrowings
- Listing status
- Applicable rules
- Other statutory conditions
“Public Company? Know Your Compliance Thresholds.”
Secretarial Audit for Private Companies
Not every Private Limited Company is automatically required to undergo Secretarial Audit.
However, private companies can still benefit from a voluntary secretarial compliance review to identify gaps in:
- Board processes
- Statutory registers
- ROC filings
- Director compliance
- Shareholder records
- Corporate governance
“Not Mandatory Doesn't Mean Not Valuable.”
Voluntary Secretarial Audit
A company that is not legally required to undergo Secretarial Audit may still consider a voluntary compliance review.
It can help management identify:
- Missing documents
- Incorrect records
- Delayed filings
- Governance gaps
- Incomplete registers
- Director compliance issues
- Shareholding discrepancies
“Find the Compliance Gap Before It Finds You.”
Secretarial Audit & Corporate Governance
Secretarial Audit plays an important role in strengthening corporate governance.
It can provide management and stakeholders with greater visibility into the company's compliance framework.
Good Governance Requires:
Transparency
Accountability
Documentation
Consistency
Compliance
“Strong Governance Builds Strong Companies.”
Secretarial Audit & MCA Compliance
MCA compliance forms an important part of the corporate compliance review.
Depending on applicability, the audit may examine:
- Annual filings
- Event-based forms
- Director-related filings
- Share-related filings
- Registered office filings
- Capital-related filings
- Other MCA submissions
“MCA Records Should Tell the Same Story as Your Corporate Records.”
Secretarial Audit & ROC Compliance
ROC filings provide an official record of various corporate events and annual compliance.
A Secretarial Audit can help identify inconsistencies between:
Company Records
and
ROC/MCA Records
“One Company. One Accurate Compliance Record.”
Secretarial Audit & Board Meetings
Board meetings are an important area of corporate governance.
A compliance review can examine:
- Proper notice
- Agenda
- Participation
- Quorum
- Resolutions
- Minutes
- Disclosure requirements
- Statutory procedures
“Good Decisions Need Good Documentation.”
Secretarial Audit & AGM Compliance
Annual General Meeting compliance may also form part of the review.
This can include:
- AGM notice
- Explanatory statement
- Agenda
- Shareholder participation
- Resolutions
- Minutes
- Filing requirements
“The AGM Ends. The Compliance Record Remains.”
Secretarial Audit & Statutory Registers
Statutory registers provide important corporate records.
The auditor may review whether applicable registers are:
- Maintained
- Updated
- Properly documented
- Consistent with other company records
“If It's Not Recorded Properly, It's Not Compliance-Ready.”
Secretarial Audit & Directors
Director-related compliance can involve:
- Appointment
- Resignation
- Disclosure
- DIN
- Interest disclosures
- Board participation
- Other applicable requirements
“Every Director. Every Disclosure. Every Record.”
Secretarial Audit & Shareholders
Shareholder-related matters may include:
- Shareholding
- Share transfers
- Allotments
- Capital changes
- Meetings
- Resolutions
- Registers
“Shareholder Records Are Corporate Records. Keep Them Accurate.”
Secretarial Audit & Share Capital
Depending on the company's activities, the audit may examine transactions relating to:
- Issue of shares
- Allotment
- Transfer
- Transmission
- Increase in capital
- Reduction of capital
- Buy-back
- Other capital-related transactions
“Every Capital Change Should Leave a Clear Compliance Trail.”
Secretarial Audit & Event-Based Compliance
Annual compliance is only one part of corporate compliance.
A company may also have event-based filing requirements when it:
- Adds a director
- Removes a director
- Changes registered office
- Changes share capital
- Changes shareholders
- Issues shares
- Changes its objects
- Alters its constitutional documents
- Enters into prescribed transactions
“Compliance Happens All Year — Not Just at Year-End.”
Secretarial Audit vs Statutory Audit
These are not the same audit.
Secretarial AuditStatutory AuditFocuses on specified legal and secretarial compliance | Focuses primarily on financial statements
Conducted by a Company Secretary in Practice where applicable | Conducted by a Chartered Accountant as prescribed
Report generally in Form MR-3 | Financial audit report
Reviews corporate governance/compliance matters | Reviews financial statements and related matters
Governed by applicable provisions including Section 204 | Governed by applicable audit provisions
“Financial Accuracy and Legal Compliance Are Different Checks — Both Matter.”
Benefits of Secretarial Audit
1. Identify Compliance Gaps
Discover issues before they become larger problems.
2. Strengthen Corporate Governance
Improve internal compliance systems.
3. Improve Record Keeping
Maintain better corporate documentation.
4. Support Due Diligence
Useful when preparing for investment, acquisition or restructuring.
5. Reduce Compliance Risk
Identify areas that require corrective action.
6. Improve Management Visibility
Give management a clearer view of corporate compliance.
7. Build Stakeholder Confidence
Strong governance can strengthen trust.
“Audit Today. Improve Tomorrow.”
Why Is Secretarial Audit Important for Investors?
Investors may review:
- Corporate structure
- Shareholding
- Directors
- ROC filings
- Statutory records
- Board resolutions
- Agreements
- Compliance history
A well-maintained compliance framework can make due diligence more organized.
“Investment Ready Starts With Compliance Ready.”
Secretarial Audit Before Fundraising
Before approaching investors, a company can conduct a compliance health check covering:
MCA Records
↓
Shareholding
↓
Directors
↓
Board Meetings
↓
Statutory Registers
↓
Annual Filings
↓
Event-Based Filings
↓
Agreements
↓
Regulatory Compliance
“Before You Pitch the Investor, Check the Company.”
Secretarial Audit Before M&A
Before a merger, acquisition or corporate restructuring, compliance due diligence can identify potential issues involving:
- Corporate records
- Shareholding
- Directors
- Statutory filings
- Contracts
- Charges
- Regulatory approvals
- Governance
“Before You Merge Businesses, Align the Compliance Records.”
Secretarial Audit Before IPO
For companies considering an IPO or major capital-market transaction, corporate governance and compliance readiness become particularly important.
A comprehensive compliance review can help identify gaps that may need attention before the transaction.
“Before Going Public, Make Your Compliance Investor-Ready.”
Secretarial Audit Report
The Secretarial Auditor issues the applicable report in Form MR-3.
The report can contain observations regarding the company's compliance with applicable laws and regulations.
Where qualifications, reservations, adverse remarks or disclaimers are made, the company should appropriately address the matters in accordance with applicable requirements.
“A Good Audit Doesn't Hide Problems. It Helps You Fix Them.”
What Happens After Secretarial Audit?
The audit should not simply end with a report.
Companies can use the findings to:
- Identify compliance gaps
- Understand the underlying issue
- Assign responsibility
- Take corrective action
- Update records
- Complete pending filings
- Strengthen internal processes
- Monitor future compliance
“Audit → Identify → Correct → Improve.”
Secretarial Audit Compliance Health Check
IILE can help businesses assess areas such as:
Corporate Structure
☑ Company details
☑ MOA/AOA
☑ Shareholding
Governance
☑ Board meetings
☑ General meetings
☑ Resolutions
☑ Minutes
Directors
☑ Appointment
☑ Resignation
☑ Disclosures
☑ DIN-related compliance
Statutory Records
☑ Registers
☑ Records
☑ Share documentation
MCA
☑ Annual filings
☑ Event-based filings
☑ Corporate changes
Regulatory
☑ Applicable securities laws
☑ Secretarial Standards
☑ Other applicable laws
“Know Your Compliance Position Before Someone Else Asks.”
Common Secretarial Compliance Mistakes
Avoid:
❌ Incomplete statutory registers
❌ Incorrect Board minutes
❌ Missing resolutions
❌ Delayed MCA filings
❌ Outdated director information
❌ Incorrect shareholder records
❌ Unreported corporate changes
❌ Missing event-based filings
❌ Inconsistent MCA and internal records
❌ Poor documentation
❌ Ignoring Secretarial Standards
“Small Compliance Gaps Can Create Bigger Corporate Risks.”
Secretarial Audit Cost
The cost of a Secretarial Audit depends on factors such as:
- Company type
- Listing status
- Size
- Turnover
- Number of directors
- Number of shareholders
- Number of subsidiaries
- Complexity of transactions
- Applicable laws
- Volume of records
- Scope of review
Therefore, there is no universal Secretarial Audit fee for every company.
“Transparent Professional Services. Scope-Based Pricing.”
How Long Does Secretarial Audit Take?
The timeline depends on:
- Company size
- Availability of records
- Number of meetings
- Number of transactions
- Number of subsidiaries
- Regulatory complexity
- Previous compliance history
- Management responsiveness
Starting the audit early allows adequate time to identify and address potential gaps.
“Start Early. Review Thoroughly. Report Confidently.”
Why Choose Indian Institute of Legal English (IILE)?
Professional Compliance Approach
IILE focuses on structured corporate compliance assistance.
Compliance Gap Identification
Potential areas of non-compliance can be identified for corrective action.
Documentation Review
Corporate records and compliance documents can be systematically reviewed.
MCA & ROC Compliance Review
Applicable corporate filings and records can be examined.
Governance-Focused Approach
Board, shareholder and statutory compliance can be reviewed together.
Business-Friendly Process
The objective is to make compliance easier to understand and manage.
“IILE — Where Legal Knowledge Meets Corporate Compliance.”
Secretarial Audit Services Offered by IILE
Indian Institute of Legal English (IILE) can assist with:
✔ Secretarial Audit
✔ Secretarial Compliance Review
✔ Section 204 Compliance
✔ Form MR-3 Assistance
✔ Corporate Governance Review
✔ MCA Compliance Review
✔ ROC Compliance Review
✔ Board Meeting Compliance
✔ AGM Compliance
✔ Statutory Register Review
✔ Director Compliance
✔ Shareholder Compliance
✔ Share Capital Compliance
✔ Annual Filing Review
✔ Event-Based Compliance Review
✔ Secretarial Standards Compliance
✔ Corporate Records Review
✔ Compliance Gap Assessment
✔ Due Diligence Support
✔ Pre-Investment Compliance Review
✔ Pre-M&A Compliance Review
Who Should Consider Secretarial Audit?
Listed Companies
For applicable statutory Secretarial Audit requirements.
Large Public Companies
Where prescribed thresholds are met.
Companies With Significant Borrowings
Where applicable statutory criteria are satisfied.
Growing Companies
To strengthen internal compliance.
Fundraising Companies
To improve due-diligence readiness.
Companies Planning M&A
To identify corporate compliance gaps before restructuring.
Companies With Complex Transactions
To maintain a clear compliance trail.
“The Bigger the Business, the More Important the Compliance Framework.”
Frequently Asked Questions
1. What is Secretarial Audit?
Secretarial Audit is an independent examination of applicable corporate and secretarial compliances of a company.
2. Who conducts Secretarial Audit?
Where applicable, Secretarial Audit is conducted by a Company Secretary in Practice appointed in accordance with the Companies Act and applicable rules.
3. What is Form MR-3?
MR-3 is the prescribed format for the Secretarial Audit Report.
4. Is Secretarial Audit mandatory for every company?
No. It applies to prescribed classes of companies under the applicable provisions.
5. Which section deals with Secretarial Audit?
Section 204 of the Companies Act, 2013 primarily deals with Secretarial Audit.
6. Is Secretarial Audit mandatory for Private Limited Companies?
Not every Private Limited Company is required to undergo Secretarial Audit. Applicability depends on the statutory criteria.
7. Is Secretarial Audit the same as statutory audit?
No. Statutory audit primarily concerns financial statements, while Secretarial Audit focuses on specified legal and secretarial compliance.
8. What is checked during Secretarial Audit?
Depending on applicability, the auditor may examine corporate laws, MCA filings, Board meetings, shareholder matters, statutory registers, Secretarial Standards and applicable securities laws.
9. What documents are needed?
Documents can include MOA, AOA, minutes, registers, resolutions, MCA filings, shareholding records, director records and other relevant corporate documents.
10. Can a company voluntarily conduct Secretarial Audit?
Companies not subject to mandatory Secretarial Audit may consider a voluntary secretarial compliance review.
11. Why should a startup conduct a compliance review?
It can help identify corporate compliance gaps before fundraising, due diligence or expansion.
12. What happens if the Secretarial Audit identifies non-compliance?
The company should evaluate the observation and take appropriate corrective action in accordance with applicable law.
13. Is Secretarial Audit required every year?
For companies to which the statutory requirement applies, Secretarial Audit is an annual compliance requirement under the applicable framework.
14. What is the benefit of Secretarial Audit?
It can help identify compliance gaps, improve corporate governance, strengthen records and support regulatory readiness.
Stay Compliant. Govern With Confidence.
Your company isn't built on paperwork.
But your company's legal credibility is supported by how well that paperwork is maintained.
Don't wait for:
A regulatory notice.
An investor's due diligence.
A merger.
An IPO.
A compliance crisis.
Build your compliance framework before you need it.