A Secretarial Audit is not a routine compliance filing. It is an independent assessment — by a Practising Company Secretary — of whether the company has complied with all applicable laws, regulations, and governance standards during the financial year under review. The MR-3 report is annexed to the Board's Report and filed with the RoC, making it visible to shareholders, creditors, and investors.
An observation, qualification, or adverse remark in the MR-3 is permanent. It cannot be amended or withdrawn after the report is issued. Pre-audit preparation is the only way to prevent it.
Who Needs a Secretarial Audit
Listed Companies
All companies listed on any recognised stock exchange in India are mandatorily required to obtain a Secretarial Audit under Section 204.
Public Companies (≥₹50 Cr paid-up capital)
Public companies with paid-up share capital of ₹50 crore or more are within the mandatory threshold.
Public Companies (≥₹250 Cr turnover)
Public companies with annual turnover of ₹250 crore or more, regardless of their paid-up capital.
Unlisted Material Subsidiaries
SEBI (LODR) Regulations require listed companies to ensure their unlisted material subsidiaries also obtain a Secretarial Audit.
Voluntary Secretarial Audit
Companies outside the mandatory threshold engage us voluntarily — particularly before fundraising, before a merger, or as part of an internal governance review — to identify and address gaps before they surface externally.
Scope of the MR-3 Audit
The Secretarial Audit in Form MR-3 covers compliance with the Companies Act, 2013 and Rules made thereunder; SEBI regulations applicable to the company; FEMA provisions for cross-border transactions; and other laws specifically applicable to the company's industry — environmental, labour, sector-specific regulations as relevant.
For each area, the PCS reports whether the company has complied, and if not, records the specific non-compliance with supporting details. The report distinguishes between qualifications (material non-compliances), emphasis of matter, and adverse remarks.
Pre-Audit Preparation
Our Secretarial Audit engagement begins with a structured pre-audit review — an internal assessment of compliance readiness conducted before the formal audit commences. This step identifies and addresses gaps before they become observations in the MR-3.
The pre-audit review is not standard practice across all CS practitioners. For companies approaching their first Secretarial Audit — or companies that have managed compliance internally — this step is what separates a clean report from a qualified one.
Board Minutes & Notices
Verified for proper dating, signing, and circulation within the 30-day window under Rule 25 of the Board Meeting Rules.
Statutory Registers
Register of Members, Directors, Charges, Contracts — completeness and currency verified against MCA records.
Annual Filings
MGT-7, AOC-4 confirmed filed for all preceding years. DIN KYC current for all directors.
Declarations & Disclosures
MBP-1 (interest disclosures) and DIR-8 (disqualification declarations) collected and confirmed tabled at board meetings.
FEMA Compliance
FC-GPR, FLA returns, and other FEMA filings verified for completeness if applicable to the company.
What You Get
- MR-3 Secretarial Audit Report issued in time for the Board's Report
- Pre-audit compliance remediation — gaps addressed before the formal audit
- No qualifications, observations, or adverse remarks where preventable
- Shareholder-facing report reflecting well-managed governance
- Documentation ready for any subsequent due diligence referencing the audit period