How to Start a SECRETARIAL AUDIT

service package

Overview of Secretarial Audit

Secretarial Audit is an independent verification process conducted to examine whether a company has complied with the applicable provisions of corporate laws, rules, regulations, and secretarial standards. It evaluates the effectiveness of a company's legal compliance framework and ensures that the business operates in accordance with statutory requirements.

The audit is governed by Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. It is conducted by a Practicing Company Secretary (PCS), who examines the company's records, statutory registers, board procedures, filings, and governance practices before issuing the Secretarial Audit Report in Form MR-3.

The objective of Secretarial Audit is not merely to detect non-compliance but also to establish effective compliance management systems, improve corporate governance, reduce legal exposure, and ensure transparency in business operations.

During the audit, the auditor reviews compliance under various laws, including the Companies Act, 2013, Securities Laws administered by SEBI, FEMA provisions (where applicable), Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), and other industry-specific regulations.

Secretarial Audit has become an important governance tool for listed companies and prescribed classes of public companies. It provides assurance to shareholders, investors, regulators, lenders, and management that the company has complied with applicable legal requirements and follows sound governance practices.

At CAANYTIME, we provide detailed Secretarial Audit services that not only ensure statutory compliance but also help businesses establish robust compliance systems for sustainable growth

Benefits of Secretarial Audit

Ensures Legal Compliance

Verifies compliance with the Companies Act, SEBI Regulations, FEMA, and other applicable laws.

Strengthens Corporate Governance

Promotes transparency, accountability, and ethical business practices.

Identifies Compliance Gaps

Detects statutory non-compliances before they result in regulatory action.

Reduces Legal Risks

Helps minimize penalties, litigation, and regulatory scrutiny.

Improves Investor Confidence

Enhances credibility among shareholders, investors, lenders, and regulators.

Better Board Governance

Ensures proper conduct of Board Meetings, Committee Meetings, and General Meetings.

Supports Regulatory Inspections

Maintains statutory records in a manner that facilitates inspections by regulatory authorities.

Improves Compliance Culture

Encourages systematic monitoring and timely compliance across the organization.

Documents Required for Secretarial Audit

The following documents are generally required:

  • Certificate of Incorporation
  • Memorandum & Articles of Association (MOA & AOA)
  • CIN Details
  • PAN of the Company
  • Board Meeting Minutes
  • Committee Meeting Minutes
  • Shareholders' Meeting Minutes
  • Statutory Registers
  • Annual Returns
  • Financial Statements
  • ROC Forms and Filings
  • Shareholding Pattern
  • Register of Directors & KMP
  • Register of Contracts
  • SEBI Compliance Records (if applicable)
  • FEMA Compliance Documents (if applicable)
  • Policies adopted by the Company
  • Previous Secretarial Audit Report (if any)

Procedure for Secretarial Audit

Step 1: Understanding the Business

The auditor reviews the company's structure, operations, regulatory framework, and compliance requirements.

Step 2: Collection of Documents

Statutory records, filings, board documents, and compliance records are collected for examination.

Step 3: Compliance Verification

Detailed verification is conducted for compliance under the Companies Act, SEBI Regulations, FEMA, Secretarial Standards, and other applicable laws.

Step 4: Identification of Non-Compliances

The auditor identifies compliance gaps, procedural lapses, and governance issues.

Step 5: Discussion with Management

Observations are discussed with management, and explanations or supporting documents are obtained wherever necessary.

Step 6: Preparation of Secretarial Audit Report

The Secretarial Audit Report is prepared in Form MR-3, highlighting compliance status, observations, and recommendations.

Step 7: Compliance Improvement

Management implements corrective actions based on the recommendations to strengthen future compliance.

Consequences of Non-Compliance

Failure to comply with Secretarial Audit requirements may lead to:

  • Penalties under the Companies Act, 2013
  • Adverse observations in the Secretarial Audit Report
  • Increased regulatory scrutiny
  • Corporate governance issues
  • Difficulty in fundraising and investor confidence
  • Legal action for continued non-compliance

Why Choose CAANYTIME?

Corporate compliance is constantly evolving, making Secretarial Audit an essential governance function for businesses. At CAANYTIME, we provide comprehensive Secretarial Audit services with a practical and compliance-focused approach.

Our experts assist you with:

  • Complete Secretarial Audit as per Section 204
  • Verification of ROC, SEBI & FEMA compliances
  • Review of Secretarial Standards
  • Preparation of Form MR-3
  • Compliance gap analysis
  • Advisory on corrective measures
  • Ongoing corporate compliance support

With CAANYTIME, you receive accurate, timely, and professional Secretarial Audit services that help your organization remain compliant, transparent, and governance-ready.