Trusted by 10,000+ Businesses

Secretarial Audit Services in India

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Form MR-3 Secretarial Audit Report: Under Section 204, Companies Act, 2013 for listed companies, public companies, and prescribed private companies - complete compliance review and report.

SEBI LODR Regulation 24A Compliance: Annual Secretarial Compliance Report (ASCR) for listed entities and material subsidiaries - updated for SEBI (LODR) Third Amendment Regulations 2024, effective April 1, 2025.

Comprehensive Governance Review: Companies Act compliance, board procedures, secretarial standards SS-1 and SS-2, SEBI regulations, FEMA, and applicable industry laws - all covered.

Experienced CS and CA Team: Offices in Pune, Mumbai, Bangalore, and Delhi - serving companies across India through qualified Company Secretaries in Practice.

Patron Accounting LLP | 500+ Secretarial Audit Reports | 15+ Years CA & CS Experience | 4.8/5 Rating | Pune, Mumbai, Bangalore, Delhi

Call +91 945 945 6700 Email Us WhatsApp Us
15+ YearsIndustry Experience
CA & CSCertified Experts
4.9
Based on 500+ reviews

Get Free Consultation

Talk to a CA/CS expert today

🇮🇳 +91

Our team will get back to you shortly. No spam.

100% Secure No Spam Quick Response

Real Stories from Real People

Hear how teams across industries use Patron to save time, cut costs, & stay in control.

Fetching latest Google reviews…
“
Patron's CS team completed our Form MR-3 in 12 working days with zero qualifications. Their pre-audit health check caught 3 pending MGT-14 filings we had missed.
RK
Reema Kapoor
Company Secretary, Listed FMCG, Mumbai
★★★★★
2 months ago
“
We received a SEBI LODR compliance notice and needed the ASCR filed urgently. Patron's team managed it within 10 days, including stock exchange submission.
VP
Vikram Patil
CFO, Mid-cap Listed, Pune
★★★★★
3 months ago
“
After the 2024 SEBI amendments, we needed to transition to a Peer Reviewed CS. Patron guided us through the entire process smoothly - AGM approval, MGT-14, everything.
SD
Sunil Desai
Director, Listed Mfg, Delhi
★★★★★
1 month ago
“
Our growing company crossed the INR 250 crore turnover threshold. Patron assessed our applicability and completed the first-ever Form MR-3 with full compliance review.
AM
Anita Menon
CFO, Public Company, Bangalore
★★★★★
4 months ago
“
Patron's pre-audit health check identified gaps in our statutory register maintenance that we had overlooked for 2 years. Fixed everything before the formal audit.
PG
Prateek Gupta
Director, Pvt Ltd, Pune
★★★★★
2 months ago

Join 10,000+ Satisfied Businesses

Get expert Secretarial Audit support - Form MR-3, SEBI LODR Reg. 24A ASCR, corporate governance review. Starting at INR 9,999.

Talk to an Expert
10,000+Businesses ServedGST compliance and litigation support across India.
15+Years ExperienceDeep expertise in IP registration, GST & business compliance.
50,000+Documents FiledReturns, appeals, and filings handled accurately.
4.9★Client RatingTrusted by entrepreneurs, startups, and growing businesses.
ISO CertifiedProfessional standards and documented processes.
SSL SecureYour financial and business data is fully protected.

Secretarial Audit Services in India - Complete Guide 2026

📌 TL;DR - Secretarial Audit Services at a Glance

Secretarial Audit is a non-financial compliance audit conducted by an independent Company Secretary in Practice (PCS) under Section 204 of the Companies Act, 2013. It verifies compliance with Companies Act, SEBI regulations, FEMA, secretarial standards, and applicable laws. Report is issued in Form MR-3. Mandatory for listed companies, public companies (turnover INR 250 cr+ or paid-up capital INR 50 cr+ or loans INR 100 cr+), and prescribed private companies. Penalty for non-compliance: INR 2 lakh per defaulter. SEBI 2024 update: Peer Reviewed CS mandatory from April 1, 2025. Patron Accounting starting at INR 9,999 (Exl GST and Govt. Charges).

Secretarial Audit is a critical corporate governance tool that enables the board of directors to identify compliance gaps before they become costly penalties or regulatory actions. With the SEBI (LODR) Third Amendment Regulations, 2024 (effective April 1, 2025) introducing new requirements - including mandatory Peer Reviewed CS appointment, AGM-based auditor approval, and 5-year cooling-off periods - listed companies face significantly enhanced secretarial audit obligations.

ParameterKey Detail
Governing LawSection 204, Companies Act, 2013 + Rule 9 of Companies (Appointment & Remuneration) Rules, 2014
Who Conducts ItOnly a Company Secretary in Practice (PCS) - member of ICSI holding Certificate of Practice
Report FormatForm MR-3 (Companies Act) | ASCR format (SEBI LODR Reg. 24A for listed entities)
ApplicabilityAll listed companies, public co. (turnover INR 250 cr+ or paid-up capital INR 50 cr+ or loans INR 100 cr+), prescribed private companies
Due DateAnnexed to Board's Report before AGM; ASCR within 60 days of FY-end for listed entities
Penalty (Section 204(4))INR 2 lakh per defaulter - company, each officer in default, and/or CS in Practice [Companies Amendment Act 2020]
SEBI 2024 UpdateFrom April 1, 2025: only Peer Reviewed CS can be appointed for listed entities

Patron Accounting's experienced CS team navigates these evolving requirements, delivering accurate and timely Form MR-3 reports and Annual Secretarial Compliance Reports. Secretarial audit kya hota hai aur kaise hoti hai? Patron Accounting ki CS team se sampark karein - hum aapki company ki applicability check karte hain aur poori process manage karte hain.

Content is reviewed quarterly for accuracy.

What is Secretarial Audit?

Secretarial Audit is the examination and independent verification of a company's compliance with applicable laws, rules, and regulations - covering non-financial aspects such as board procedures, filings, secretarial standards, and governance practices. It is defined and mandated under Section 204 of the Companies Act, 2013.

Unlike Statutory Audit (which examines financial statements) or GST Audit (which examines tax records), Secretarial Audit focuses on legal and procedural compliance - including MCA filings, board meeting conduct, shareholder resolutions, SEBI regulations (for listed companies), FEMA compliance, and maintenance of statutory registers.

The Secretarial Audit Report is issued in Form MR-3 (prescribed under Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) and must be annexed to the Board's Report prepared under Section 134(3) of the Companies Act, 2013.

Key Terms for Secretarial Audit:

PCS (CS in Practice): Member of ICSI holding a valid Certificate of Practice. Only a PCS can conduct Secretarial Audit and issue Form MR-3.

Form MR-3: Prescribed format for the Secretarial Audit Report under Rule 9(2) of the Companies (Appointment and Remuneration) Rules, 2014.

ASCR: Annual Secretarial Compliance Report for listed entities under SEBI LODR Regulation 24A, filed with stock exchanges within 60 days of FY-end.

Material Subsidiary: Subsidiary whose income or net worth exceeds 10% of consolidated parent per SEBI LODR definition.

Peer Reviewed CS: PCS holding valid ICSI peer review certificate. Mandatory for listed entities from April 1, 2025 per SEBI (LODR) Third Amendment Regulations, 2024.

MGT-14: MCA form filed within 30 days of board resolution appointing a Secretarial Auditor [Rule 8, Companies (Meeting of Board and its Powers) Rules, 2014].

FORM MR-3 SECRETARIAL AUDIT REPORT Companies Act SEBI LODR FEMA + SS-1/SS-2 Section 204 CS in Practice Certified
Section 204 Form MR-3 Compliance

Secretarial Audit Applicability - Who Needs It?

Section 204 of Companies Act, 2013 read with Rule 9 mandates secretarial audit for:

Mandatory Under Companies Act, 2013

  • Every Listed Company - mandatory under Section 204(1) regardless of turnover or capital
  • Public Company - Paid-up Capital INR 50 crore+ - as per latest audited financial statements
  • Public Company - Turnover INR 250 crore+ - aggregate value of sales and services
  • Companies with Outstanding Loans INR 100 crore+ - from banks or public financial institutions [Rule 9, amended 2020]
  • Private Company - Subsidiary - private companies that are subsidiaries of public companies meeting above thresholds

Mandatory Under SEBI LODR Regulation 24A

  • Every listed entity and its material unlisted subsidiaries incorporated in India
  • ASCR must be submitted to stock exchanges within 60 days of FY-end
  • From April 1, 2025 (SEBI LODR Third Amendment 2024): Secretarial Auditor must be a Peer Reviewed CS
  • Appointment/reappointment/removal requires shareholder approval at AGM; 5-year cooling-off period

Voluntary: Companies not covered under Section 204 may voluntarily undergo Secretarial Audit to strengthen governance, prepare for fundraising or IPO, or obtain independent compliance assurance.

Patron Accounting Secretarial Audit Services

ServiceWhat We Do
Form MR-3 Secretarial Audit ReportEnd-to-end preparation under Section 204 covering all applicable laws, board procedures, MCA filings, and statutory records
Annual Secretarial Compliance Report (ASCR)Preparation and submission for listed entities and material subsidiaries under SEBI LODR Regulation 24A
Secretarial Compliance Health CheckPre-audit review of MCA filings, ROC compliance, board procedures, statutory registers to identify and fix gaps
SEBI LODR Compliance ReviewReview of listed company obligations - RPT approvals, insider trading policy, board composition, quarterly/annual disclosures
Peer Reviewed CS Appointment SupportIdentifying and appointing Peer Reviewed CS (mandatory for listed entities from April 1, 2025), MGT-14 filing, AGM resolution
Qualification and Observation ResponseDrafting the Board's explanation for qualifications or adverse remarks in Form MR-3, as required under Section 204(3)
Our Process

Secretarial Audit Procedure - 7-Step Process

Our CS team follows a comprehensive 7-step process for every secretarial audit engagement - from applicability assessment to Form MR-3 issuance and Board Report support.

Step 1

Applicability Assessment and Appointment

We assess whether Secretarial Audit is mandatory under Section 204 and/or SEBI LODR Regulation 24A. We prepare the board resolution for appointment and file MGT-14 with MCA within 30 days. For listed entities from April 1, 2025, only a Peer Reviewed CS can be appointed.

Applicability confirmed MGT-14 filed
Appointed01
Step 2

Scope Definition and Document Request

We issue a detailed document request covering all applicable laws: Companies Act 2013, SEBI LODR Regulations 2015, SEBI Insider Trading Regulations 2015, FEMA, Secretarial Standards SS-1 and SS-2, and industry-specific laws.

Document checklist issued Laws scope defined
Scoped02
Step 3

Review of MCA Filings and ROC Compliance

We examine all ROC filings during the audit period - AOC-4, MGT-7/7A, DIR-12, SH-7, CHG-1, INC-22A, and other forms. We verify timely filing and accuracy of all disclosures [Section 92, 117, 137].

All ROC filings verified Timeliness confirmed
AOC-4MGT-7DIR-12MCAPortal
Filings OK03
Step 4

Board and General Meeting Compliance Review

We review board meeting conduct for SS-1 compliance: notice periods, quorum, agenda, voting, resolution recording. AGM compliance with SS-2: timelines, notice, e-voting, resolutions. Section 173 frequency verified.

SS-1/SS-2 compliance Meeting frequency verified
BOARDAGMSS-1 + SS-2
Meetings OK04
Step 5

Statutory Registers and Share Capital Review

We examine maintenance of all mandatory statutory registers: MGT-1, MBP-1, MBP-4, Register of Charges. Share capital transactions - allotments, transfers, buy-backs, ESOPs - verified against applicable sections.

Registers examined Share capital verified
MGT-1MBP-1MBP-4
Registers OK05
Step 6

Laws Compliance Verification

We verify compliance across all applicable laws per Form MR-3 scope: Companies Act (Sections 134, 149, 152, 177, 178, 184, 186, 188, 196, 197, 203, 204); SEBI regulations (for listed); FEMA; Labour laws; Environment laws; sector-specific regulations.

All laws reviewed Non-compliances flagged
COMPLIANCECompanies ActSEBI + FEMA
Laws Verified06
Step 7

Report Preparation, Issuance, and Follow-Up

We prepare Form MR-3 covering all findings, observations, qualifications, and non-compliances. The report is annexed to the Board's Report [Section 134(3)]. We assist with drafting the Board's response to qualifications and any corrective filings required.

MR-3 issued Board response drafted
MR-3
Report Filed07

Legal Verification Gate: All section references and thresholds verified against Companies Act, 2013 and SEBI LODR Regulations as of March 2026.

Documents Required for Secretarial Audit

Company Records

  • Certificate of Incorporation, MOA, AOA, and amendments
  • Register of Members, Directors (MBP-1), Charges, Contracts (MBP-4)
  • Statutory registers - Loans, Investments, Transfers

Board and General Meeting Records

  • Board meeting notices, attendance registers, and minutes for all meetings during audit period
  • AGM notice, proxy register, attendance, minutes, and all board/committee resolutions

MCA/ROC Filings

  • AOC-4 (financial statements), MGT-7/7A (annual return) for audit period
  • All SH-series, DIR-series, MGT-14, CHG-series forms filed during the period
  • Any pending notices or show cause notices from ROC/MCA

SEBI and Regulatory (Listed Companies)

  • BSE/NSE correspondence, listing agreement, quarterly/annual compliance reports
  • Insider trading policy, code of conduct, UPSI declarations
  • RPT disclosures, audit committee and board approvals for related party transactions
  • Previously filed ASCR

Common Secretarial Audit Challenges and How We Solve Them

ChallengeImpactHow Patron Accounting Solves It
Non-Maintenance of Statutory RegistersQualification risk in Form MR-3We identify gaps in register maintenance (MGT-1, MBP-1, MBP-4) and help establish proper systems before the audit
Board Meeting Procedural Non-complianceSS-1/SS-2 violations flagged in auditPre-audit SS-1/SS-2 review - we rectify procedural gaps in notice, quorum, resolutions, and minutes
SEBI LODR 2024 Peer Review RequirementNon-compliant auditor appointment for listed entitiesWe assist in identifying qualified Peer Reviewed PCS, managing the transition, AGM approval, and MGT-14 filings
Delayed or Missed MCA FilingsNon-compliances flagged in MR-3Our compliance tracking identifies upcoming deadlines and helps regularize pending filings before the audit closes

Secretarial Audit Fees in India - 2026 Pricing

Fee ComponentAmount
Patron Accounting Professional Fees - Form MR-3 (Private/Public, non-listed)Starting from INR 9,999 (Exl GST and Govt. Charges)
Form MR-3 - Public Company (turnover INR 250 cr+ or paid-up INR 50 cr+)Starting at INR 14,999
Form MR-3 - Listed Company (small/mid-cap)Starting at INR 24,999
ASCR for Listed Entity (SEBI LODR Regulation 24A)Starting at INR 19,999
Secretarial Compliance Health Check (pre-audit)Starting at INR 7,999
Material Subsidiary ASCR (bundled with parent)Discounted bundled pricing available
Voluntary Secretarial Audit (non-mandatory companies)Starting at INR 4,999

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Secretarial Audit consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Secretarial Audit Timeline - How Long Does It Take?

StageEstimated Timeline
Form MR-3 (standard private/public company, clean records)10-15 working days from document collection
Form MR-3 (listed company, SEBI compliance review)20-30 working days
Annual Secretarial Compliance Report (ASCR)15-20 working days (must be filed within 60 days of FY-end)
Secretarial Compliance Health Check5-7 working days
Audit Period CoveredOne full financial year (April 1 to March 31)

Deadline Alert: Board's Report (to which MR-3 is annexed) must be approved before AGM. ASCR must be submitted to stock exchanges within 60 days of FY-end (by May 31 for March 31 FY-end). Initiate engagement in February-March to ensure timely completion.

Key Benefits

Why Choose Patron Accounting for Secretarial Audit?

Penalty Prevention

Avoid INR 2 lakh penalty per defaulter under Section 204(4) [Companies Amendment Act, 2020]. For listed companies, avoid additional SEBI penalties under Regulation 24A.

Early Non-Compliance Detection

Identify and rectify compliance gaps - late filings, register issues, board procedure irregularities - before they attract ROC notices or MCA inspection.

Board Credibility

A clean Form MR-3 with no or minimal qualifications strengthens investor and stakeholder confidence in the board's governance standards.

IPO and Fundraising Readiness

Companies preparing for IPO or PE fundraising undergo enhanced scrutiny. A clean secretarial audit record demonstrates governance maturity to regulators and investors.

SEBI 2024 Compliance

Expert guidance on SEBI LODR Third Amendment Regulations 2024 - Peer Reviewed CS appointment, AGM-based approval, 5-year cooling-off periods for listed entities.

Pan-India Coverage

Offices in Pune, Mumbai, Bangalore, Delhi. Serving listed companies, public companies, and growing private companies across all states of India.

500+ Secretarial Audit Reports Issued Across India

Patron Accounting LLP | 4.8/5 Rating | 200+ Reviews | 500+ Secretarial Audit Reports | 15+ Years Experience | Offices: Pune, Mumbai, Bangalore, Delhi

"Patron's CS team completed our Form MR-3 in 12 working days with zero qualifications. Their pre-audit health check caught 3 pending MGT-14 filings we had missed." - Company Secretary, Listed FMCG Company, Mumbai

"We received a SEBI LODR compliance notice and needed the ASCR filed urgently. Patron's team managed it within 10 days, including stock exchange submission." - CFO, Mid-cap Listed Company, Pune

"After the 2024 SEBI amendments, we needed to transition to a Peer Reviewed CS. Patron guided us through the entire process smoothly." - Director, Listed Manufacturing Company, Delhi

Internal CS / DIY vs Professional Secretarial Audit

ParameterInternal CS / DIYPatron Accounting
QualificationIn-house CS is not independent - independence required under Section 204Independent Company Secretary in Practice with ICSI Certificate
SEBI 2024 ComplianceMay not be Peer Reviewed - non-compliant for listed entities from April 1, 2025Peer Reviewed CS engaged for all listed entity assignments
Scope CoverageMay miss sector-specific laws, FEMA, SEBI insider trading regulationsComprehensive review of all applicable laws per Form MR-3 scope
Penalty RiskHigh - internal CS cannot certify MR-3 independentlyLow - independent issuance with full liability coverage
TurnaroundVaries - dependent on internal bandwidth10-30 working days with dedicated CS team
CostStaff time + opportunity cost + penalty riskStarting at INR 9,999 - clear governance ROI

Related Audit and Compliance Services

Legal Framework for Secretarial Audit in India

Legal ProvisionRelevance to Secretarial Audit
Section 204, Companies Act, 2013Core provision mandating Secretarial Audit for listed and prescribed companies. Report in Form MR-3 by CS in Practice; annexed to Board's Report.
Section 204(4) - Penalty (as amended)INR 2 lakh each on company, every officer in default, and/or CS in Practice [Companies Amendment Act, 2020, w.e.f. 21.12.2020]. Source: India Code - Section 204
Rule 9, Companies (Appointment & Remuneration) Rules, 2014Prescribes class of companies (paid-up capital INR 50 cr+ or turnover INR 250 cr+ or loans INR 100 cr+) and Form MR-3 format.
SEBI LODR Regulation 24A (amended 2024)Listed entities and material subsidiaries must conduct Secretarial Audit; ASCR filed within 60 days of FY-end; Peer Reviewed CS mandatory from April 1, 2025.
SEBI (LODR) Third Amendment Regulations, 2024 (12.12.2024)Peer Reviewed CS mandatory, AGM-based auditor approval, 5-year cooling-off period, service restrictions for listed entities.
Secretarial Standards SS-1 and SS-2 (ICSI)SS-1: Board Meetings; SS-2: General Meetings. Mandatory under Section 118(10). Compliance verified during secretarial audit. Source: ICSI
Section 134(3), Companies Act, 2013Board's Report must include Form MR-3 as annexure; board must explain qualifications.
Section 143(12) and 447Secretarial Auditor duty to report fraud to Central Government when reason to believe fraud is being committed.

Frequently Asked Questions - Secretarial Audit in India

Get answers to common questions about secretarial audit under Section 204, Form MR-3, SEBI LODR Regulation 24A, and penalties.

Quick Answers

What is secretarial audit? Independent compliance audit under Section 204, Companies Act 2013, conducted by a CS in Practice to verify a company's adherence to applicable laws. Report issued in Form MR-3.

Who conducts secretarial audit? Only a Company Secretary in Practice (PCS) with ICSI Certificate of Practice. For listed entities from April 1, 2025, the PCS must hold a valid ICSI peer review certificate.

Is secretarial audit mandatory? Yes, for listed companies, public companies (paid-up capital above INR 50 crore or turnover above INR 250 crore or loans above INR 100 crore), and certain private companies.

What is Form MR-3? Prescribed format for Secretarial Audit Report under Rule 9 of Companies (Appointment and Remuneration) Rules, 2014. Annexed to Board's Report under Section 134(3).

Secretarial audit penalty amount? INR 2 lakh per defaulter under Section 204(4), as amended by Companies (Amendment) Act, 2020, effective December 21, 2020.

SEBI LODR Third Amendment 2024 is EFFECTIVE from April 1, 2025

Listed companies must ensure their Secretarial Auditor is a Peer Reviewed CS - non-compliant appointments risk SEBI penalties.

  • ASCR due date: Within 60 days of FY-end (by May 31 for March 31 FY-end) - file with stock exchanges under SEBI LODR Regulation 24A
  • Form MR-3: Must be ready before Board's Report approval - initiate audit engagement by February for March FY-end companies
  • MGT-14 filing: Within 30 days of board resolution appointing Secretarial Auditor
  • Penalty: INR 2 lakh per defaulter (company + each officer in default) under Section 204(4)

Start Your Secretarial Audit Engagement Today

Secretarial Audit under Section 204 has evolved from a procedural compliance requirement to a critical corporate governance tool. With the SEBI (LODR) Third Amendment Regulations, 2024 significantly enhancing requirements for listed entities, the complexity and stakes have increased substantially.

A qualification-free Secretarial Audit Report signals strong governance to regulators, investors, lenders, and stakeholders. Conversely, a penalty of INR 2 lakh per defaulter for non-compliance, or SEBI action for not filing ASCR, carries reputational and financial consequences that far outweigh the cost of professional secretarial audit support.

Starting at INR 9,999 (Exl GST and Govt. Charges) | Form MR-3 + ASCR | Peer Reviewed CS for Listed Entities | Pan-India Coverage

Book a Free Consultation - No Obligation.

Secretarial Audit Services - Available in Your City

Patron Accounting provides expert Secretarial Audit services including Form MR-3 and SEBI LODR ASCR across major cities in India.

Pune
Maharashtra
Mumbai
Maharashtra
Delhi
NCR
Gurugram
Haryana
Related Compliance Services
End-to-end audit and corporate governance support
Statutory Audit Service
India
Pvt Ltd Company Compliance
India
Appointment of Auditor
India
GST Audit Service
India
Internal Audit Service
India
LLP Compliance
India

Content Created: March 2026  |  Last Updated:  |  Next Review: March 2027  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page covers Secretarial Audit Services under Section 204 of the Companies Act, 2013 and SEBI LODR Regulation 24A. Content is reviewed annually. All legal references verified against Companies Act provisions and SEBI circulars as of March 2026.

10,000+
Happy Clients

Helping businesses stay compliant and stress-free.

15+
Years Experience

Deep expertise in GST, Income Tax, ROC & business compliance.

50,000+
Documents Filed

Returns, registrations, and filings handled accurately.

4.9★
Client Rating

Trusted by entrepreneurs, startups, and growing businesses.

ISO
Certified

Professional standards and documented processes.

SSL
Secure

Your financial and business data is fully protected.