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Secretarial Audit Service in Gurugram: Section 204, MR-3, and Corporate Governance

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 03 April 2026 Verify Credentials →

Law: Section 204 Companies Act 2013 + Rule 9 of Companies (Appointment & Remuneration) Rules 2014

Report: Form MR-3 (annexed with Board's Report under Section 134(3))

Who Conducts: Only a Company Secretary in Practice (PCS) holding ICSI Certificate of Practice

Applicability: Listed companies + large public companies (capital/turnover) + companies with Rs 100 Cr+ borrowings

Secretarial audit for listed companies, MNC subsidiaries, and governance-focused businesses across Gurugram.

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Overview Applicability Scope Services Process MR-3 Report Penalties Fees Timeline Why Patron Patron vs Others FAQs

Secretarial Audit in Gurugram: Section 204, Form MR-3, and Governance Compliance

📌 TL;DR - Secretarial Audit Service in Gurugram Services at a Glance

Secretarial audit under Section 204: independent compliance audit by PCS covering Companies Act, SEBI, FEMA, labour laws, Secretarial Standards. Form MR-3 annexed with Board's Report. Mandatory for: listed companies, public companies (paid-up ≥Rs 50Cr OR turnover ≥Rs 250Cr), any company with bank borrowings ≥Rs 100Cr. Penalty: Rs 1L-5L on company + officers. PCS must hold ICSI COP (+ Peer Review for listed).

Gurugram hosts many companies requiring secretarial audit. For a comprehensive overview, see our Secretarial Audit national guide.

Category	Threshold	Report
Listed Company (all)	No threshold - all listed	MR-3 + ASCR to stock exchange
Public Company	Paid-up ≥ Rs 50 Cr OR Turnover ≥ Rs 250 Cr	MR-3 with Board's Report
Any Company (borrowings)	Bank/PFI borrowings ≥ Rs 100 Cr	MR-3 with Board's Report
Material Unlisted Subsidiary	Of listed company	MR-3 + SEBI LODR compliance
Voluntary	Any company (optional)	Scope as agreed

Only a PCS (Company Secretary in Practice with ICSI COP) can conduct secretarial audit. For listed entities, PCS must hold Peer Review Certificate. Patron's CS team provides comprehensive secretarial audit: applicability check, auditor appointment, quarterly reviews, MR-3, and governance advisory.

Content is reviewed quarterly for accuracy.

Applicability of Secretarial Audit

Mandatory for:

1. Every listed company and its material unlisted subsidiaries (SEBI LODR Regulation 24A).

2. Every public company with paid-up share capital ≥ Rs 50 crore OR turnover ≥ Rs 250 crore.

3. Every company (including private) with outstanding bank/PFI borrowings ≥ Rs 100 crore at any time during the year.

Voluntary: Any company can opt for secretarial audit for governance assurance, investor confidence, pre-IPO readiness, or lender requirements.

Gurugram context: DLF Cyber City listed IT companies, Golf Course Road MNC subsidiaries with Rs 100Cr+ borrowings, Udyog Vihar manufacturers with Rs 250Cr+ turnover, and pre-IPO startups. See Annual Compliance.

Key Terms for Secretarial Audit Service in Gurugram:

Section 204: Companies Act mandate for secretarial audit by PCS for prescribed class of companies.

Form MR-3: Prescribed format for Secretarial Audit Report - annexed with Board's Report under Section 134(3).

PCS: Company Secretary in Practice holding ICSI Certificate of Practice. Only PCS can conduct secretarial audit.

SEBI LODR Regulation 24A: Additional secretarial audit requirements for listed entities + Annual Secretarial Compliance Report (ASCR).

Peer Review: ICSI Peer Review Certificate mandatory for PCS auditing listed entities.

Secretarial Audit MR-3 Report

Scope of Secretarial Audit

The secretarial audit examines compliance with:

Companies Act 2013: Board composition, meetings, resolutions, ROC filings, related party transactions, KMP appointments, dividend compliance, share transfer, CSR.

SEBI Regulations (listed): LODR, insider trading, SAST, buyback, issue of shares, related party transactions.

FEMA: FDI compliance, ODI, external commercial borrowings, downstream investments.

Secretarial Standards: SS-1 (Board Meetings) and SS-2 (General Meetings) issued by ICSI.

Labour Laws: PF, ESI, Shops & Establishments, Industrial Disputes, Payment of Wages/Bonus.

Other Applicable Laws: Industry-specific regulations, environmental laws, competition law.

Secretarial Audit Services

Service	What We Do
Full-Scope Secretarial Audit (MR-3)	Companies Act + SEBI + FEMA + SS + labour laws + applicable statutes. Quarterly review + annual MR-3 report
Auditor Appointment (MGT-14)	Board resolution, Audit Committee recommendation, consent letter, MGT-14 filing with ROC Haryana
SEBI LODR Compliance Audit	Regulation 24A secretarial audit + Annual Secretarial Compliance Report (ASCR) to stock exchanges
Pre-IPO Governance Readiness	Comprehensive governance assessment, board composition, committee formation, mock MR-3, SS implementation
Voluntary Secretarial Audit	For private companies seeking governance assurance for investors, lenders, or internal strengthening
Compliance Remediation	Filing pending forms, regularising board composition, rectifying non-compliances discovered during audit

Our Process

Secretarial Audit Process

From auditor appointment to Form MR-3 and Board's Report annexure.

Phase 1

Appointment + Planning

Board appoints PCS as secretarial auditor (MGT-14 filed with ROC). Audit Committee recommendation (if applicable). Engagement letter. Audit plan covering all applicable laws. Quarterly review schedule set.

PCS appointedPlan ready

Appointed01

Phase 2

Audit Execution + Quarterly Reviews

PCS conducts compliance checks: Companies Act filings, Board/GM minutes, SEBI compliance (if listed), FEMA, labour laws, Secretarial Standards. Quarterly observations shared with management. Non-compliances flagged for remediation.

Compliance checkedQuarterly reviewed

Reviewed02

Phase 3

MR-3 Report + Board's Report

PCS issues Form MR-3 with observations and qualifications. Report annexed with Board's Report (Section 134(3)). Board responds to qualifications. Filed with ROC as part of annual filing. ASCR filed with stock exchange (if listed).

MR-3 issuedBoard's Report done

Compliant03

Form MR-3 - Secretarial Audit Report

MR-3 Component	What It Covers
PCS Certification	Independent certification of compliance status
Laws Examined	Companies Act, SEBI, FEMA, SS, labour laws, industry-specific
Board Process Review	Board composition, meetings, quorum, resolutions, committees
Specific Observations	Qualifications on non-compliances found during audit
Recommendations	Improvements for governance and compliance
Annexure	With Board's Report under Section 134(3)

Board must respond to qualifications in the secretarial audit report within the Board's Report. Qualifications are visible to shareholders, regulators, and the public. Patron helps remediate non-compliances before MR-3 issuance to minimise qualifications. See Legal Drafting.

Penalties for Non-Compliance

Challenge	Impact	How Patron Accounting Solves It
Company Penalty	Rs 1,00,000 to Rs 5,00,000	For not conducting mandatory secretarial audit or not annexing MR-3 with Board's Report
Officer in Default	Rs 1,00,000 to Rs 5,00,000	Directors, KMP responsible for compliance failure
PCS Penalty	Rs 1,00,000 to Rs 5,00,000	If PCS is in contravention (false reporting)
SEBI Action (Listed)	SEBI penalties + stock exchange action	For non-compliance with Regulation 24A LODR
Reputation Impact	Investor confidence + governance rating	Qualifications in MR-3 are public record

Secretarial Audit Fees

Fee Component	Amount
Unlisted Public Company (MR-3)	Starting from Rs 49,999-99,999 (Exl GST) \| Full-scope Section 204 audit
Listed Company (MR-3 + ASCR)	Starting from Rs 99,999-1,99,999 (Exl GST) \| Section 204 + SEBI LODR + ASCR
Private Company (Borrowings)	Starting from Rs 39,999-79,999 (Exl GST) \| Companies Act + FEMA + applicable laws
Voluntary Secretarial Audit	Starting from Rs 29,999-59,999 (Exl GST) \| Scope as agreed
Pre-IPO Governance Readiness	Starting from Rs 99,999-1,99,999 (Exl GST) \| Governance assessment + mock audit
Compliance Remediation	Starting from Rs 19,999-49,999 (Exl GST) \| Filing pending + regularisation

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

Why Choose Patron Accounting in Gurugram?

Stage	Estimated Timeline
Gurugram Office	Golf Course Extension Road - secretarial audit for Cyber City listed companies, Golf Course Road MNC subsidiaries, Udyog Vihar manufacturers
PCS-Led Audit	Conducted by qualified PCS with ICSI COP. Peer Review Certificate for listed entity audits
Quarterly Reviews	Ongoing compliance monitoring throughout the year. Issues flagged and remediated before annual MR-3
Pre-IPO Expertise	Governance readiness assessment for companies planning to list. Mock MR-3. Board composition advisory
Remediation Before Report	Non-compliances remediated during audit to minimise qualifications in final MR-3 report

Critical: Appoint auditor at FY start for quarterly reviews. MR-3 annexed with Board's Report (annual filing). Penalty Rs 1L-5L on company + officers. Listed entities: ASCR to stock exchange. Qualifications are public. Remediate before MR-3 issuance.

Key Benefits

Patron vs Other Firms

Patron: Quarterly Reviews

Ongoing compliance monitoring. Issues flagged quarterly. Remediated before year-end. Fewer qualifications in MR-3.

Others: Year-End Only

Audit only at year-end. Non-compliances discovered too late to fix. Multiple qualifications in MR-3. Reputation risk.

Patron: Remediation

Non-compliances remediated during audit year. Pending forms filed. Board composition regularised. Governance strengthened.

Patron: Pre-IPO

Governance readiness for listing. Mock MR-3. Board advisory. Committee formation. SEBI LODR preparation.

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"MNC subsidiary with Rs 150Cr borrowings. Patron conducted secretarial audit with quarterly reviews. Zero qualifications in MR-3. Board commended the governance improvement."
- Company Secretary, Golf Course Road MNC

"Pre-IPO company. Patron conducted governance readiness assessment, identified 12 compliance gaps, remediated all before mock MR-3. Listed successfully 8 months later."
- CFO, Tech Company, DLF Cyber City

Patron vs Other CS Firms

Factor	Patron Managed	Typical CS Firm
Audit Approach	Quarterly reviews + annual MR-3	Year-end audit only
Remediation	Fix non-compliances during audit year	Report only, no remediation
SEBI LODR (Listed)	MR-3 + ASCR + Regulation 24A complete	MR-3 only
Pre-IPO	Governance readiness + mock MR-3	Not offered
Qualifications	Minimised through proactive compliance	Often multiple qualifications
Pricing	From Rs 29,999 (voluntary) / Rs 49,999 (mandatory)	Variable

Related Services

Legal and Compliance Framework

Governing Law: Companies Act, 2013 (S.204) | Companies (Appointment & Remuneration) Rules, 2014 (Rule 9) | SEBI LODR, 2015 (Reg 24A) | CS Act, 1980

Key Sections: S.204 (mandate) | S.134(3) (Board's Report) | S.143(14) (PCS powers) | Rule 9 (class + Form MR-3)

Thresholds: Listed (all) | Public: capital ≥Rs 50Cr OR turnover ≥Rs 250Cr | Any company: borrowings ≥Rs 100Cr

ROC: ROC Haryana at Chandigarh (from 16 Feb 2026)

Penalty: Rs 1L-5L on company + officers + PCS. SEBI action for listed entities.

FAQs - Secretarial Audit in Gurugram

Common questions about secretarial audit, Section 204, Form MR-3, applicability, and PCS requirements for Gurugram companies.

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What is a secretarial audit?

Independent compliance audit of non-financial aspects by PCS. Covers Companies Act, SEBI, FEMA, labour laws, Secretarial Standards. Report (Form MR-3) annexed with Board's Report in annual filing.

Who needs secretarial audit?

Mandatory: all listed companies + material unlisted subsidiaries, public companies (capital ≥Rs 50Cr OR turnover ≥Rs 250Cr), any company with bank borrowings ≥Rs 100Cr. Optional: any company voluntarily.

Who can conduct it?

Only a PCS (Company Secretary in Practice) with ICSI Certificate of Practice. For listed entities, PCS must also hold Peer Review Certificate. CAs and cost accountants cannot conduct.

Is it mandatory for private companies?

Generally no. Unless bank/PFI borrowings ≥Rs 100Cr, or subsidiary of public company triggering applicability. Private companies can opt voluntarily for governance assurance.

What is the penalty?

Rs 1L-5L on company, every officer in default, and PCS (if in contravention). Listed entities face SEBI penalties + stock exchange action. Non-compliance impacts reputation and investor confidence.

What is Form MR-3?

Prescribed format for Secretarial Audit Report under Rule 9. Contains PCS certification, laws examined, board process review, observations/qualifications, recommendations. Annexed with Board's Report.

When to appoint auditor?

Ideally at FY start for quarterly reviews. Board resolution + Audit Committee recommendation. MGT-14 filed with ROC. Patron recommends early appointment for comprehensive coverage.

What is the cost?

Unlisted public from Rs 49,999. Listed from Rs 99,999. Private (borrowings) from Rs 39,999. Voluntary from Rs 29,999. Pre-IPO from Rs 99,999. Scope-based pricing.

Quick Answers

Secretarial audit kya hai? PCS dwara non-financial compliance audit. Companies Act, SEBI, FEMA, labour laws check hoti hai. MR-3 report Board Report ke saath file hota hai.

Kisko zaroori hai? Listed companies, public companies (Rs 50Cr capital ya Rs 250Cr turnover), Rs 100Cr+ borrowings wali companies.

Penalty kya hai? Rs 1L-5L company + officers par. Listed companies ko SEBI action bhi.

Appoint Secretarial Auditor at FY Start

Quarterly reviews prevent year-end surprises. Remediate non-compliances before MR-3 issuance. Minimise qualifications. Penalty Rs 1L-5L for non-compliance. Qualifications are public record. Professional governance builds investor confidence.

Call +91 945 945 6700 or WhatsApp us.

Get Expert Secretarial Audit in Gurugram

Secretarial audit is critical governance compliance for listed companies, large public companies, and companies with significant borrowings. Independent PCS assurance of legal compliance strengthens governance, investor confidence, and regulatory standing.

Patron Accounting's Gurugram office provides comprehensive services: applicability check, auditor appointment, quarterly reviews, Form MR-3, ASCR, compliance remediation, and pre-IPO readiness.

With 10,000+ businesses served, a 4.9 Google rating, and 50,000+ documents filed, Patron Accounting LLP is a trusted corporate governance partner across Gurugram, NCR, and India.

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Content Created: 03 April 2026 | Last Updated: 03 April 2026 | Next Review: 03 July 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed quarterly. Section 204, Rule 9, SEBI LODR Regulation 24A, and applicability thresholds are verified.