Introduction
Ensuring Corporate Compliance & Governance Excellence
Secretarial Audit is a key statutory requirement under the Companies Act, 2013 that ensures a company’s adherence to various corporate laws, rules, and governance standards. It provides an independent verification of a company’s compliance with laws, helping stakeholders maintain transparency and build trust.
Our firm specializes in conducting thorough, accurate, and insightful Secretarial Audits tailored to your company’s needs, ensuring regulatory compliance and mitigating risks.
Legal Framework
Section: 204 of the Companies Act, 2013
Applicability:
Every listed company
Every public company having:
Paid-up share capital ≥ ₹50 crore OR
Turnover ≥ ₹250 crore OR
Outstanding loans/borrowings/debentures ≥ ₹100 crore
Auditor: Practicing Company Secretary (PCS) or firm of PCS
To verify compliance with:
- Companies Act, 2013 and related Rules
- SEBI Regulations (if applicable)
- Other applicable laws (Labour laws, Environmental laws, etc.)
- Listing Agreements and corporate governance norms
- To ensure proper maintenance of statutory registers and records
- To identify and report non-compliances and suggest corrective actions
- To strengthen corporate governance and stakeholder confidence
- Verification of Board and Committee meetings
- Inspection of statutory registers and records
- Review of contracts and agreements
- Compliance with filings and returns with ROC and other regulators
- Adherence to policies and disclosures under SEBI and Companies Act
- Check on related party transactions, insider trading, etc.
- Review of general corporate compliances and governance practices
Step 1: Engagement & Planning
Understanding the company’s structure, business, and applicable laws
Defining scope and audit objectives
Step 2: Documentation & Data Collection
Gathering minutes, registers, agreements, filings, and correspondences
Interviews with key personnel
Step 3: Examination & Verification
Checking compliance with statutory provisions and internal policies
Cross-verifying documents and records
Step 4: Reporting
Preparing a detailed Secretarial Audit Report (SAR) as per Form MR-3
Highlighting non-compliances, observations, and recommendations
Presentation of report to the Board and filing with ROC (where applicable)
- Company particulars and auditor’s details
- Summary of compliance checks
- Details of non-compliance or adverse remarks
- Suggestions for improvement
- Auditor’s certification and signature