Secretarial Audit in Delhi - Section 204 Compliance for Listed and Large Companies

Delhi is home to India's largest concentration of listed company headquarters - from blue-chip corporates at Connaught Place and Bhikaji Cama Place to PSUs across the CGO Complex at Lodhi Road and government companies across Central Delhi. Every listed entity and its material unlisted subsidiaries must undergo secretarial audit under Section 204 and SEBI LODR Regulation 24A. Learn more about Secretarial Audit across India.

Additionally, Delhi hosts large public companies with paid-up capital exceeding Rs 50 crore or turnover above Rs 250 crore, and private companies with borrowings exceeding Rs 100 crore - all requiring mandatory secretarial audit. The Board Report with Form MR-3 annexure is filed with RoC Delhi at IFCI Tower, Nehru Place, coordinated with Statutory Audit and ROC Compliance.

Content is reviewed quarterly for accuracy.

Secretarial audit applies to multiple categories of Delhi companies under Section 204 and SEBI LODR:

• Every listed company - BSE/NSE listed entities at Connaught Place, Bhikaji Cama Place, Nehru Place regardless of size
• Public companies with paid-up capital >= Rs 50 crore - Delhi government companies and large PSEs
• Public companies with turnover >= Rs 250 crore - Large Delhi trading, manufacturing, services firms
• Any company with loans/borrowings >= Rs 100 crore - Including private companies at Connaught Place, Aerocity, Nehru Place
• Material unlisted subsidiaries (SEBI LODR 24A) - Of Delhi-listed entities, frequently overlooked
• Voluntary adoption - Delhi startups at Aerocity preparing for IPO or PE funding

• Minute Books: Board meetings, committee meetings (Audit, NRC, CSR, Stakeholders), general meetings for the FY.
• Statutory Registers: Register of members, directors, charges, contracts, investments, loans, RPTs.
• RoC Filing Records: All forms filed with RoC Delhi during the year with SRN acknowledgements.
• Share Capital Records: Allotment letters, transfer deeds, DEMAT reconciliation, share certificates.
• SEBI Filings (Listed): CG reports, shareholding patterns, board outcomes, RPT disclosures, insider trading disclosures.
• FEMA Documents: FDI reporting (FC-GPR, FC-TRS), ECB filings, ODI declarations, FLA return.
• Audited Financial Statements: Balance Sheet, P&L, Cash Flow, notes, and auditor's report.
• Board Report Draft: For annexure of Form MR-3 under Section 134.
• Compliance Tracker: Annual compliance calendar with status of each item.

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 in Delhi consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

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Complete your corporate compliance and governance stack:

• Secretarial Audit India - National overview
• Statutory Audit - Financial audit under Section 143
• Internal Audit - Section 138 internal controls audit
• Company Registration - Incorporate Pvt Ltd / Public Ltd

Governing Sections: Section 204 (Secretarial Audit) | Section 134(3) (Board Report) | Section 143(14) (PCS powers) | Section 143(12) (Fraud reporting) | Rule 9, Companies (A&R of MP) Rules 2014.

Applicability Thresholds (Rule 9): (a) Every listed company (b) Public co. paid-up capital >= Rs 50 Cr (c) Public co. turnover >= Rs 250 Cr (d) Any company with loans/borrowings from banks/PFIs >= Rs 100 Cr. Checked on last date of latest audited FS.

SEBI LODR Regulation 24A: Every listed entity + material unlisted subsidiaries undertake secretarial audit. Material subsidiary: income/net worth > 10% of consolidated.

Penalty (Section 204(4)): Fine not less than Rs 1 lakh, may extend to Rs 5 lakh - on company, every officer in default, and PCS.

Scope: Companies Act 2013, Secretarial Standards SS-1 and SS-2, SEBI regulations, FEMA/RBI, industry-specific laws, general laws.

Delhi: RoC Delhi at IFCI Tower, 61 Nehru Place, New Delhi - 110019. NCLT New Delhi. SEBI NRO, L.C. Goyal Bhawan. Source: mca.gov.in, icsi.edu.

Secretarial audit must be completed before the AGM so Form MR-3 can be annexed with the Board Report. For FY ending 31 March, AGM must be held within 6 months (by 30 September). Board Report with annexures filed with RoC Delhi within 30 days of AGM. Section 204 non-compliance: Rs 1 lakh to Rs 5 lakh penalty. SEBI enforcement for Reg 24A breach.

Delhi company needs secretarial audit? Call +91 945 945 6700 or WhatsApp us.

Secretarial audit under Section 204 is mandatory governance validation for Delhi listed companies, large public companies, PSUs, and private companies with significant borrowings. Delhi hosts India's largest concentration of listed HQs, Central PSUs, and government companies requiring this audit.

Patron Accounting's Delhi office at Rohini provides end-to-end secretarial audit through integrated CA + CS team - applicability assessment, compliance verification, Form MR-3 preparation, Board Report integration, and RoC Delhi filing.

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