Secretarial Audit

Secretarial audit is an independent check of whether a company has complied with the Companies Act, the securities laws, and the other laws specifically applicable to it — reported by a Company Secretary in Form MR-3.

It is mandatory for listed companies and for larger public companies, and a useful governance tool for others. A CA firm advises on the compliance framework and coordinates the audit alongside the company secretary.

Secretarial audit examines compliance with the laws applicable to the company, including:

• The Companies Act, 2013 and the rules made under it
• SEBI regulations and the listing obligations, where applicable
• FEMA, to the extent of FDI/ODI and external borrowings
• Board processes, registers, returns, and event-based filings

1. 01

   Map applicable laws

   Identify the corporate and sector laws that bind the company.

2. 02

   Examine records

   Review minutes, registers, filings, and event-based compliances.

3. 03

   Report (MR-3)

   Report compliance status and any qualifications, with management responses.

4. 04

   Remediate

   Help close any gaps and strengthen the compliance calendar.

PBT helps you keep corporate compliance audit-ready and coordinate the secretarial audit.

• A clear map of the laws applicable to your company
• A robust, event-based compliance calendar
• Early identification and remediation of gaps
• Coordination with the company secretary signing MR-3
• Scope, deliverables, and fees agreed in writing up front

• Who signs a secretarial audit report?

  A Company Secretary in practice signs Form MR-3. A CA firm advises on the compliance framework and coordinates the process.

• Which companies need a secretarial audit?

  Listed companies and public companies above the capital, turnover, or borrowing thresholds in Section 204 and the rules.

• How long does it take?

  Usually a few weeks depending on the company's size and the state of its records; we align it with the board and AGM timeline.