Trusted by 10,000+ Businesses

Secretarial Audit in Mumbai: Section 204 Compliance by Expert CS Team

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 25 March 2026 Verify Credentials →

Section 204: Mandatory for listed companies, public companies (paid-up Rs 50 Cr+ or turnover Rs 250 Cr+), borrowings Rs 100 Cr+

Form MR-3: Secretarial Audit Report annexed to Board's Report | ASCR for listed entities within 60 days of FY end

SEBI LODR 2024: Third Amendment: peer-reviewed PCS mandatory for listed entities | 5-year tenure limits | AGM approval required

Penalty: Rs 1 lakh to Rs 5 lakh under Section 204(4) | Additional SEBI penalties for listed companies

Our Mumbai office at Marine Lines serves BKC, Nariman Point, and Andheri MIDC – 10,000+ businesses with 4.9★ Google rating

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.

Real Stories from Real People

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

Fetching latest Google reviews…

Join 10,000+ Satisfied Businesses

Get your secretarial audit done by a CS team with RoC Mumbai familiarity and SEBI LODR expertise for BSE/NSE-listed entities.

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 in Mumbai – Overview

📌 TL;DR - Secretarial Audit Services at a Glance

A secretarial audit verifies whether a company has complied with applicable corporate laws, SEBI regulations, and secretarial standards. Mandatory for all listed companies and public companies meeting thresholds (paid-up Rs 50 Cr+, turnover Rs 250 Cr+, borrowings Rs 100 Cr+) under Section 204. Report in Form MR-3 annexed to Board's Report. Penalty Rs 1 lakh to Rs 5 lakh under Section 204(4). SEBI LODR Third Amendment 2024: peer-reviewed PCS mandatory for listed entities. ASCR within 60 days of FY end for listed companies. Timeline: 15-25 working days. RoC Mumbai: 100 Everest, Marine Drive.

Mumbai is India's financial capital – home to BSE, NSE, SEBI headquarters, and the highest concentration of listed companies and BFSI entities in BKC and Nariman Point. Manufacturing units in Andheri MIDC, export units in SEEPZ, and corporates across Lower Parel and Powai create concentrated demand for secretarial audit. Learn more about Secretarial Audit across India.

Patron Accounting's Mumbai office at Marine Lines provides end-to-end secretarial audit: Companies Act compliance review, SEBI LODR audit for BSE/NSE-listed entities, FEMA/FDI compliance, Form MR-3 preparation, ASCR filing, and Maharashtra state compliance. For company compliance, see Private Limited Company Compliance. For statutory audit, see Statutory Audit.

Content is reviewed quarterly for accuracy.

What Is Secretarial Audit?

A secretarial audit is an independent compliance verification conducted by a Practising Company Secretary (PCS) under Section 204 of the Companies Act, 2013, to confirm adherence to applicable corporate laws, SEBI regulations, and secretarial standards. It examines board procedures, statutory registers, regulatory filings, and governance practices. Report in Form MR-3 under Rule 9 of CARM Rules, 2014.

Unlike statutory audit (financial statements), secretarial audit evaluates non-financial compliance: Companies Act, Securities Contracts (Regulation) Act 1956, Depositories Act 1996, FEMA, and SEBI regulations including LODR and Insider Trading norms. For Appointment of Auditor, see our page.

For Mumbai's BKC financial district, Nariman Point corporate hubs, and Andheri MIDC industrial zones, secretarial audit is a critical governance checkpoint. High density of BFSI entities, listed corporates, and MNC subsidiaries. For Internal Audit, see our page.

Key Terms for Secretarial Audit:

  • Section 204: Mandatory secretarial audit for listed and qualifying companies by PCS
  • Form MR-3: Prescribed Secretarial Audit Report – annexed to Board's Report
  • ASCR: Annual Secretarial Compliance Report for listed entities – 60 days from FY end
  • SEBI LODR 2024: Third Amendment – peer-reviewed PCS, 5-year tenure limits, AGM approval
  • Section 204(4): Penalty Rs 1 lakh to Rs 5 lakh for non-compliance
  • PCS: Practising Company Secretary – ICSI member with Certificate of Practice
APL-05 Secretarial Audit
CA & CS Team Secretarial Audit

Who Needs Secretarial Audit in Mumbai

Every listed company (BSE/NSE) – Mumbai hosts highest number of listed entities in India. BKC and Nariman Point headquarters. Single largest category requiring secretarial audit. SEBI LODR compliance + Companies Act filings with RoC Mumbai.

Public companies (paid-up Rs 50 Cr+) – BFSI entities, large manufacturers in Andheri MIDC and Thane-Belapur belt. Patron manages for Mumbai public companies.

Public companies (turnover Rs 250 Cr+) – Trading firms in south Mumbai, pharma companies, SEEPZ export units frequently cross this threshold.

Companies with borrowings Rs 100 Cr+ – Infrastructure, real estate, and logistics companies in Mumbai Metropolitan Region. For Pvt Ltd Registration in Mumbai, see our page.

Subsidiaries of qualifying public companies – Private companies that are subsidiaries of public companies meeting above thresholds.

Voluntary audit for governance – Mumbai startups scaling toward listing and private companies seeking investor confidence. Strengthens governance framework. For Tax Audit, see our page.

Secretarial Audit Services Included

ServiceWhat We Do
Companies Act 2013 Compliance ReviewVerify all MCA filings (AOC-4, MGT-7, MGT-14, PAS-3, DIR-12) with RoC Mumbai. Board resolutions. Statutory register maintenance. Section-wise compliance check
SEBI Regulations ComplianceLODR compliance, insider trading regulations, corporate governance norms for BSE/NSE-listed entities. Quarterly disclosures. Regulation 17-27 governance requirements
Secretarial Standards (SS-1/SS-2)Board meeting standards (SS-1) and general meeting standards (SS-2). Quorum, notice requirements, minutes quality. ICSI standards compliance
FEMA and FDI ComplianceFC-GPR, FC-TRS, ECB returns review for companies with foreign investment. Critical for BKC/Nariman Point MNC subsidiaries
Corporate Governance AssessmentBoard composition, committee structures (Audit, NRC, CSR, Stakeholders), RPT approvals, governance policies, independent director compliance
Form MR-3 Report PreparationSecretarial Audit Report in prescribed format with compliance gaps, qualifications, and observations. Annexed to Board's Report
ASCR (Listed Entities)Annual Secretarial Compliance Report for stock exchange submission within 60 days of FY end. Per SEBI LODR Regulation 24A. Signed by peer-reviewed PCS
Maharashtra State ComplianceProfessional Tax Act 1975 (PTRC/PTEC), Shops and Establishments Act 2017. State-level compliance reviewed alongside central statutes
Our Process

Secretarial Audit Process in Mumbai

Patron completes secretarial audit within 15-25 working days. Marine Lines office coordinates with RoC Mumbai, BSE/NSE, and SEBI for Mumbai companies.

Step 1

Appoint Auditor & Define Scope

Board resolution appointing Practising Company Secretary (PCS). For listed entities: peer-reviewed PCS per SEBI LODR 2024 Third Amendment. MGT-14 filed with RoC Mumbai at Everest, Marine Drive. Engagement letter defining scope: Companies Act, SEBI LODR, FEMA, Maharashtra state laws. Patron coordinates appointment for Mumbai companies.

PCS appointedScope defined
Engagement Set01
Step 2

Collect Documents & Verify MCA Filings

Collect board minutes, statutory registers, MCA filing receipts, SEBI disclosures, shareholding patterns. Cross-verify all RoC Mumbai filings (AOC-4, MGT-7, DIR-12, PAS-3) on MCA21 V3 portal. Check filing dates, approval status, pending applications. Patron independently verifies for Mumbai companies.

Documents collectedFilings verified
Verified02
Step 3

Audit Governance & Prepare MR-3

Evaluate board composition, quorum, committees (Audit, NRC, CSR, Stakeholders), RPT approvals, SS-1/SS-2 compliance. For listed: LODR Regulations 17-27 including independent director compliance. Prepare Form MR-3 report with compliance gaps and observations. ASCR for listed entities. Patron audits governance for Mumbai companies.

Governance auditedMR-3 prepared
Report Ready03
Step 4

Board Review & RoC Filing

Board reviews MR-3, explains any qualifications in Board's Report (Section 204(3)). MR-3 annexed to Board's Report filed via AOC-4 with RoC Mumbai. For listed: disclosed on company website and submitted to BSE/NSE. ASCR within 60 days of FY end. Patron coordinates final review and filing from Marine Lines office.

Board reviewedFiled with RoC
Filed04

Documents Required for Secretarial Audit

  • Certificate of Incorporation & MoA/AoA: Company constitution and authorised capital (RoC Mumbai)
  • Board Meeting & Committee Minutes: SS-1 compliance, quorum verification
  • AGM Minutes: SS-2 compliance, shareholder resolutions
  • Statutory Registers: Members, Directors, Charges, Contracts, KMP
  • MCA Filing Receipts: AOC-4, MGT-7, MGT-14, DIR-12, PAS-3, CHG-1
  • SEBI Filings (Listed): LODR annual report, insider trading disclosures, governance report
  • Shareholding Pattern & Transfer Records: Verified against BSE/NSE for listed entities
  • RPT Register & Approvals: Section 188 and LODR Regulation 23
  • FEMA/FDI Filings: FC-GPR, FC-TRS, ECB returns (for FDI companies)
  • Maharashtra State: PT registration (PTRC/PTEC), Shops & Establishments registration

Mumbai-Specific Tip: For listed companies in BKC or Nariman Point, compile SEBI LODR quarterly compliance reports and insider trading pre-clearance records separately – these are frequently flagged during secretarial audit.

Common Challenges in Secretarial Audit in Mumbai

ChallengeImpactHow Patron Accounting Solves It
High Volume of Listed Entity ComplianceMumbai hosts 2,000+ BSE-listed companies. Companies Act filings with RoC Mumbai + SEBI LODR requirements = dense compliance matrix. Missing one quarterly disclosure creates MR-3 qualificationSystematic compliance calendar covering both MCA and SEBI requirements. Every quarterly disclosure tracked. Patron manages the full matrix for Mumbai-listed entities
SEBI LODR Third Amendment 2024Peer-reviewed PCS mandatory for listed entity auditors (effective April 2025). 5-year tenure limits. AGM approval required. Disrupts existing auditor engagementsPatron verifies PCS eligibility, peer review status, and tenure compliance. Transition managed for Mumbai companies listing on BSE/NSE
FEMA Cross-Border ComplianceBKC/Nariman Point MNC headquarters with FDI, ECB, overseas subsidiaries. FC-GPR, FC-TRS, ODI delays are frequent audit qualificationFEMA filings reviewed during secretarial audit scope. RBI reporting delays identified and flagged. Patron covers cross-border compliance for Mumbai MNCs
RoC Mumbai Filing BacklogsOne of India's largest company registries. Processing delays for PAS-3, CHG-1, SH-7. Timing mismatches between filing and audit periodFiling status independently verified on MCA21 V3 portal. Delays noted as compliance risks in MR-3. Patron monitors for Mumbai companies
Maharashtra State Compliance OverlapsPT Act 1975 (PTRC/PTEC), Shops & Establishments Act 2017, state labour laws often overlooked during audit preparationState-level requirements included in secretarial audit scope. Maharashtra-specific compliance reviewed alongside central statutes. No MR-3 qualifications on state compliance

Secretarial Audit Fees in Mumbai

Fee ComponentAmount
Private Company (Voluntary)Rs 15,000 – Rs 30,000 (15 working days)
Public Company (Mandatory)Rs 30,000 – Rs 75,000 (20 working days)
Listed Company (BSE/NSE)Rs 50,000 – Rs 1,50,000 (25 working days)
ASCR (Listed Entity – SEBI)Rs 15,000 – Rs 40,000 (within 60 days of FY end)
Penalty for Non-ComplianceRs 1 lakh – Rs 5 lakh under Section 204(4)

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 Applicability – Mumbai Categories

StageEstimated Timeline
Listed Companies (BSE/NSE)All – mandatory | Highest concentration in India | BKC and Nariman Point headquarters
Public Company – Paid-Up CapitalRs 50 crore or more | BFSI entities, large manufacturers in Andheri MIDC and Thane-Belapur
Public Company – TurnoverRs 250 crore or more | Trading firms, pharma companies, SEEPZ export units
Companies with BorrowingsRs 100 crore or more from banks/PFIs | Infrastructure, real estate, logistics in Mumbai Metropolitan Region

Maharashtra has the highest number of registered companies with RoC Mumbai. SEBI headquarters in BKC creates concentrated demand for secretarial compliance among listed entities. The SEBI LODR Third Amendment 2024 (peer-reviewed PCS, tenure limits) adds a new compliance layer for every BSE/NSE-listed company headquartered in Mumbai.

Key Benefits

Why Choose Patron for Secretarial Audit in Mumbai

Marine Lines Office Proximity

Direct access for document review and board advisory. Within proximity of Nariman Point, BKC, and Lower Parel corporate hubs where most listed and public companies are headquartered.

RoC Mumbai & SEBI Familiarity

Direct working knowledge of RoC Mumbai filing processes, SEBI compliance for BSE/NSE-listed entities, and Maharashtra state requirements (PT Act, Shops & Establishments).

15-25 Day Turnaround

Secretarial audit completed with milestone tracking. MR-3 report and ASCR (listed entities) delivered well before statutory deadlines. No last-minute rush for Mumbai companies.

Full Regulatory Coverage

Companies Act, SEBI LODR, FEMA, Maharashtra state laws – all covered by in-house CA and CS team. No referrals needed for SEBI or FEMA scope. Single-point accountability.

Trusted by Mumbai Companies

Trust Signals: 10,000+ Businesses | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years

“The secretarial audit was clean and completed well before deadline. No last-minute rush. Patron's team handled all RoC Mumbai filings and SEBI compliance checks with thoroughness.”

— MD, Trading Firm, Mumbai

Offices in Pune, Mumbai, Delhi, and Gurugram serving businesses with secretarial audit, compliance, and governance.

DIY Compliance vs Professional Secretarial Audit

FactorIn-House CS (DIY)Patron (Professional PCS Audit)
IndependenceNo – in-house CS cannot audit own companyYes – independent PCS as required under Section 204
SEBI LODR ComplianceCan prepare filings but cannot sign MR-3Peer-reviewed PCS signs MR-3 and ASCR per SEBI LODR 2024
Scope CoverageMay miss cross-regulatory (FEMA, state laws)Full: Companies Act, SEBI, FEMA, Maharashtra state laws, labour laws
RiskPenalty Rs 1 lakh-5 lakh if audit not conductedCompliance assured; audit trail documented in MR-3
CostIn-house salary (no external audit)Starting Rs 15,000-1,50,000 depending on company type

Legal & Compliance Framework

  • Section 204: Mandatory secretarial audit by PCS for qualifying companies
  • Rule 9, CARM Rules 2014: Form MR-3 prescribed format
  • Section 204(4): Penalty Rs 1 lakh to Rs 5 lakh
  • SEBI LODR Regulation 24A: ASCR within 60 days of FY end
  • SEBI LODR Third Amendment 2024: Peer-reviewed PCS, 5-year tenure, AGM approval
  • Secretarial Standards: SS-1 (Board Meetings), SS-2 (General Meetings)
  • FEMA 1999: Foreign investment filings (FC-GPR, FC-TRS, ECB)
  • Maharashtra PT Act 1975: PTRC/PTEC obligations
  • Maharashtra Shops & Establishments Act 2017: State registration
  • RoC Mumbai: 100 Everest, Marine Drive, Mumbai 400002
  • SEBI: Headquartered in BKC, Mumbai

Filing Portal: mca.gov.in (MCA21 V3)

Frequently Asked Questions – Secretarial Audit in Mumbai

Get answers about RoC Mumbai filings, fees, timeline, private company applicability, penalties, SEBI LODR 2024 amendment, documents, and online audit for Mumbai companies.

Quick Answers

Secretarial audit kaun kar sakta hai? Sirf Practising Company Secretary (PCS) jo ICSI ka member hai aur Certificate of Practice hold karta hai. Listed companies ke liye SEBI LODR 2024 ke baad peer-reviewed PCS zaroori hai.

Secretarial audit mein kya check hota hai? Board minutes, statutory registers, MCA filings (AOC-4, MGT-7), SEBI disclosures (listed ke liye), FEMA compliance, governance practices. Report sab applicable laws cover karta hai.

Form MR-3 kya hai? Secretarial Audit Report ka prescribed format hai Rule 9, CARM Rules 2014 ke under. Board's Report ke saath annex hota hai aur RoC ke saath file hota hai AOC-4 mein.

Don't Risk Rs 5 Lakh Penalty – Get Your Secretarial Audit Done

Section 204(4) penalty is Rs 1 lakh to Rs 5 lakh for non-compliance. For listed companies, SEBI imposes additional penalties. The SEBI LODR Third Amendment 2024 adds new requirements (peer-reviewed PCS, tenure limits) that Mumbai-listed companies must comply with immediately. The MR-3 report must be annexed to the Board's Report filed with RoC Mumbai before the annual deadline.

Get your secretarial audit started today – Call +91 945 945 6700 or WhatsApp us.

Get Professional Secretarial Audit in Mumbai

Secretarial audit in Mumbai is a critical compliance requirement for listed companies, qualifying public companies, and subsidiaries under Section 204. Given Mumbai's position as India's financial capital – home to BSE, NSE, SEBI headquarters, and highest concentration of corporate entities with RoC Mumbai – professional secretarial audit is essential and growing.

Patron Accounting's Mumbai office at Marine Lines provides CA and CS supported secretarial audit with direct jurisdictional familiarity: RoC Mumbai filings, SEBI LODR compliance for BSE/NSE-listed entities, FEMA for MNC subsidiaries, and Maharashtra state requirements. 15-25 working days with zero-penalty compliance assurance.

With offices in Pune, Mumbai, Delhi, and Gurugram, 10,000+ businesses served, and 4.9 Google rating, Patron Accounting LLP delivers secretarial audit with national reach and local expertise.

Book a Free Consultation - No Obligation.

Secretarial Audit Across India

Patron Accounting handles secretarial audits in major cities with Section 204, SEBI LODR, and FEMA expertise.

Secretarial Audit in Other Cities
Professional secretarial audit across India
Pune
Maharashtra
Mumbai
Maharashtra
You're here
Delhi
Delhi NCR
Gurugram
Haryana

Content Created: 25 March 2026  |  Last Updated: 25 March 2026  |  Next Review: 25 March 2027  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This content is reviewed annually for Companies Act amendments, SEBI LODR updates, and ICSI circulars. Freshness Tier: 2.

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.