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Section 204: Mandatory for listed companies, prescribed public companies (paid-up >= Rs 50 Cr / turnover >= Rs 250 Cr), borrowings >= Rs 100 Cr

Form MR-3: Secretarial Audit Report by Practicing Company Secretary (PCS); annexed with Board's Report

SEBI LODR 2025: Peer-reviewed PCS mandatory; 5-year individual / 2x5-year firm rotation; AGM approval for appointment

Penalty: Rs 1 lakh to Rs 5 lakh for company and every officer in default + SEBI penalties for listed entities

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Secretarial Audit Service in Pune - Overview

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

Secretarial audit under Section 204 is a compliance audit by a Practicing Company Secretary (PCS) examining adherence to all applicable laws, rules, regulations and Secretarial Standards. Form MR-3 report annexed with Board's Report. Mandatory for: all listed companies, public companies (paid-up >= Rs 50 Cr / turnover >= Rs 250 Cr), companies with borrowings >= Rs 100 Cr. Post April 2025 SEBI amendments: peer-reviewed PCS mandatory, 5-year rotation, AGM approval. Penalty: Rs 1-5 lakh for company and officers + SEBI penalties for listed entities.

Pune has a significant secretarial audit market. BSE/NSE listed companies in Kharadi, Hinjewadi and Magarpatta. Material unlisted subsidiaries in Rajiv Gandhi Infotech Park and EON Free Zone. Large public companies in Pimpri-Chinchwad. ICSI Pune Chapter is the local CS professional body. Related: Statutory Audit and FDI Compliance in Pune.

ROC Pune at Shivajinagar processes MCA filings. SEBI Compliance Report filed with BSE/NSE within 60 days. All filing on mca.gov.in. Related: Appointment of Auditor in Pune and Company Registration in Pune.

Content is reviewed quarterly for accuracy.

What Is Secretarial Audit?

A compliance audit of non-financial aspects by a PCS under Section 204 read with Rule 9. Scope: Companies Act 2013, SEBI Regulations (LODR, PIT, SAST for listed), FEMA/RBI, Secretarial Standards SS-1/SS-2, industry-specific laws and general laws. Examines statutory registers, minutes, share capital, managerial remuneration, RPT, CSR, SBO and all regulatory filings.

PCS issues Form MR-3 with qualifications and recommendations. Annexed with Board's Report under S.134(3). Board must explain every qualification. Provides independent compliance assurance protecting directors from personal liability. Related: Income Tax Returns in Pune and Payroll Services in Pune.

Key Terms for Secretarial Audit in Pune:

  • Section 204: Mandates secretarial audit for listed + prescribed companies. Form MR-3. PCS only. Penalty Rs 1-5 lakh.
  • Form MR-3: Secretarial Audit Report format. Qualifications, observations, recommendations. Annexed with Board Report.
  • SEBI LODR Reg 24A: Listed + material subsidiaries. Compliance Report to exchanges within 60 days in XBRL.
  • Post April 2025: Peer-reviewed PCS mandatory; 5yr rotation; AGM approval; non-audit restrictions.
  • SS-1 / SS-2: Secretarial Standards for Board Meetings and General Meetings. Mandatory under S.118(10).
  • Material Subsidiary: Income/net worth > 10% of listed parent consolidated. Same audit requirements.
SEC Secretarial Audit in Pune
S.204 + Form MR-3 PCS | SEBI 24A | Compliance

Who Needs Secretarial Audit in Pune?

BSE/NSE Listed Companies (Kharadi, Hinjewadi, Magarpatta): Mandatory under S.204 + SEBI LODR Reg 24A. Post April 2025: peer-reviewed PCS, AGM approval, 5-year rotation. Related: Legal Drafting in Pune.

Material Unlisted Subsidiaries (Rajiv Gandhi, EON Kharadi): Income/net worth > 10% of listed parent consolidated. Same SEBI requirements. IT and manufacturing subsidiaries in Pune. Related: Pvt Ltd Registration in Pune.

Large Public + High-Borrowing Companies (Pimpri-Chinchwad, Hadapsar): Paid-up >= Rs 50 Cr or turnover >= Rs 250 Cr. Borrowings >= Rs 100 Cr at any point during FY. Related: GST Registration in Pune and Accounting Services.

Growing Companies (Voluntary Audit): Private companies approaching thresholds. Governance enhancement, investor readiness, pre-listing preparation. Proactive compliance demonstration.

Secretarial Audit Services in Pune

ServiceWhat We Do
Full Secretarial Audit (Form MR-3)Comprehensive review: Companies Act, SEBI (listed), FEMA/RBI, SS-1/SS-2, industry-specific and general laws. Report in MR-3 with qualifications, observations, recommendations. Annexed with Board Report.
SEBI Secretarial Compliance Report (Reg 24A)Annual compliance report for listed entities covering all SEBI Regulations and circulars. XBRL format, filed with BSE/NSE within 60 days of FY-end. Signed by peer-reviewed PCS. Related: FDI Compliance in Pune.
Remediation Advisory + Board Report DraftingIdentifying non-compliance gaps during audit. Corrective measures before MR-3 finalization. Drafting Board's response to MR-3 qualifications under S.204(3). Minimizing qualifications.
PCS Appointment Coordination (Listed)Identifying peer-reviewed PCS, managing Audit Committee recommendation, Board approval, AGM resolution, rotation tracking per SEBI LODR 2024/2025 amendments.
Voluntary Audit + Annual ComplianceFor companies not mandatorily covered. Governance enhancement, investor readiness, pre-listing. Annual compliance management including secretarial audit + MCA filings + governance advisory. Related: Statutory Audit.
Our Process

Secretarial Audit Process in Pune

Our Pune CS+CA team manages the complete secretarial audit - from PCS appointment through MR-3 to SEBI compliance report filing.

Step 1

Determine Applicability and Appoint PCS

Verify category: listed, prescribed public (Rs 50Cr/Rs 250Cr), borrowings >= Rs 100 Cr, material subsidiary, or voluntary. For listed (post April 2025): PCS must be peer-reviewed (ICSI Peer Review Certificate), not beyond rotation limit (5yr individual / 2x5yr firm), appointed with Audit Committee recommendation and AGM approval. Non-listed: Board Resolution. PCS provides consent and eligibility certificate. Patron coordinates appointment for all Pune companies.

Applicability verifiedPCS appointed with proper approvals
ApplicabilityPCSPeer ReviewAppoint
Appointed01
Step 2

Planning and Preliminary Review

PCS develops audit plan: scope of applicable laws (Companies Act, SEBI, FEMA, industry-specific), period, documents to examine, key compliance areas and timeline. Preliminary review assesses internal controls, compliance framework and high-risk areas. For Pune IT companies (Hinjewadi/Kharadi) with FDI: FEMA review is critical. For manufacturing (Pimpri-Chinchwad): labour law and environmental compliance. Patron prepares detailed plan tailored to each company.

Audit plan developedHigh-risk areas identified
Audit PlanLaws ScopeRisk AreasPlan + Review
Planned02
Step 3

Document Review and Compliance Verification

PCS examines: MOA/AOA/shareholder agreements, statutory registers, minutes of Board/committee/general meetings, MCA filings (AOC-4, MGT-7, ADT-1, DIR-12, MGT-14), share capital transactions, managerial remuneration, RPT approvals, CSR spending, SS-1/SS-2 compliance, SEBI filings (listed), FEMA/RBI filings (if applicable), and industry-specific law compliance. Third-party verification includes MCA portal, stock exchange filings and RBI FIRMS portal.

All documents examinedCross-verified with regulatory portals
MOA RegistersMinutes MCASEBI FEMASS-1 SS-2Verify Docs
Verified03
Step 4

Management Discussion and Clarification

PCS presents preliminary findings to management (CS/KMP/Directors): non-compliance identified, missing documents, procedural gaps, governance concerns. Management provides explanations, additional documents or undertakes corrective action. Remediation before MR-3 finalization is critical - many Pune companies use this window to clear pending MCA filings, rectify defects or complete delayed processes. Patron advises on remediation strategies to minimize qualifications.

Findings discussed with managementRemediation actions initiated
FindingsDiscussRemediateMgmt Review
Discussed04
Step 5

Prepare and Issue Form MR-3

PCS prepares Secretarial Audit Report in Form MR-3: compliance statement for each applicable law, qualifications (non-compliances), observations (areas for improvement), recommendations. Signed and dated by PCS. For listed: enhanced MR-3 covering SEBI. Submitted to Board, annexed with Board's Report under S.134(3). Board must explain every qualification. Patron prepares MR-3 and drafts Board's response for all Pune companies.

Form MR-3 issued with qualificationsBoard Report explanation drafted
MR-3QualificationsBoard ReportIssue Report
Reported05
Step 6

File SEBI Compliance Report + Post-Audit Follow-Up

Listed companies: file Annual Secretarial Compliance Report with BSE/NSE within 60 days of FY-end in XBRL, signed by peer-reviewed PCS. Covers all SEBI Regulations and circulars. All companies: post-audit follow-up to ensure remediation of qualifications, implementation of recommendations, and strengthening of compliance systems. Patron tracks remediation and prepares for next year's cycle.

SEBI report filed within 60 daysRemediation tracked to completion
SEBI + Follow-Up
Complete06

Documents Reviewed During Secretarial Audit

  • MOA, AOA, Shareholder Agreements: Constitutional documents; amendments during the year.
  • Minutes: Board meetings (SS-1), committee meetings (Audit/NRC/CSR), general meetings (SS-2).
  • Statutory Registers: Members, Directors/KMP, Charges, RPT, SBO, Loans & Investments.
  • MCA Filings: AOC-4, MGT-7/7A, ADT-1, DIR-12, MGT-14, CHG-1, BEN-2, DPT-3.
  • Share Capital Records: Allotment, transfer, PAS-3, SH-7, buyback records.
  • SEBI Filings (Listed): LODR disclosures, corporate governance report, insider trading SDD, SAST.
  • FEMA/RBI Filings: FC-GPR, FC-TRS, FLA return, Entity Master, ECB (if applicable).
  • Labour Law Records: PF/ESIC returns, Shops & Establishment, factory license.

Pune-specific tip: For Pune IT companies in Hinjewadi and Kharadi with foreign investment, the FEMA compliance review is critical. PCS verifies FC-GPR filings, FLA returns, Entity Master updates and pricing compliance. Many Pune startups with VC funding discover FEMA non-compliance during the secretarial audit process.

Common Secretarial Audit Issues in Pune

ChallengeImpactHow Patron Accounting Solves It
Delayed MCA FilingsAOC-4 or MGT-7 filed late. Most common MR-3 qualification for Pune companies.Patron identifies delays during fieldwork and clears pending filings before MR-3 finalization
Secretarial Standards Non-ComplianceSS-1/SS-2: notice not 7 days, minutes not within 30 days, AGM notice not 21 daysPatron reviews SS compliance point-by-point and advises on procedural improvements
RPT Approval GapsS.188 / SEBI Reg 23: related party transactions executed without Audit Committee / shareholder approvalPatron identifies RPT gaps and advises on retrospective ratification where possible
FEMA Non-Compliance (FDI Companies)FC-GPR not filed within 30 days, FLA return missed, Entity Master not updatedPatron coordinates FEMA remediation with RBI for Pune IT companies with foreign investment

Secretarial Audit Fees in Pune

Fee ComponentAmount
Full Secretarial Audit (Listed)Patron Rs 50,000-2,00,000
Secretarial Audit (Unlisted Public)Patron Rs 25,000-75,000
Secretarial Audit (Borrowings >= Rs 100 Cr)Patron Rs 25,000-75,000
SEBI Compliance Report (Reg 24A)Patron Rs 15,000-50,000
Material Unlisted Subsidiary AuditPatron Rs 25,000-75,000
Voluntary Secretarial AuditPatron Rs 15,000-50,000
Remediation AdvisoryPatron Rs 10,000-30,000
Annual Compliance ManagementPatron Rs 50,000-2,00,000/year

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

Secretarial Audit Compliance Calendar

StageEstimated Timeline
Appoint Secretarial AuditorBeginning of FY / before AGM
AGM Approval (Listed post April 2025)At AGM
Secretarial Audit FieldworkQ4 FY + first 2 months of next FY
Form MR-3 Submission to BoardBefore Board Report finalization
Board Report (with MR-3)Before AGM
AGM (Annual Report with MR-3)Within 6 months of FY close (September)
SEBI Compliance ReportWithin 60 days of FY-end (30 May)
Annual Report Filing (AOC-4/MGT-7)Within 30/60 days of AGM

Key deadlines: SEBI Compliance Report by 30 May (60 days from FY-end). AGM by September. MR-3 ready before Board Report finalization. Post April 2025: listed companies must have peer-reviewed PCS appointed with AGM approval. ROC Pune at Shivajinagar. ICSI Pune Chapter. BSE/NSE for listed. Patron manages the complete audit cycle from RTC Silver, Wagholi.

Key Benefits

Why Choose Patron for Secretarial Audit in Pune?

CS + CA Integrated Practice

Combined CA and CS team provides both statutory and secretarial audit from single Pune service point. Consistency and comprehensive compliance coverage.

SEBI LODR 2024/2025 Expertise

Fully updated on Third Amendment: peer-reviewed PCS, 5-year rotation, AGM approval, non-audit restrictions, enhanced Compliance Report requirements.

Remediation-First Approach

Identifies non-compliance during fieldwork and advises corrective measures before MR-3 finalization. Minimizes qualifications and strengthens governance.

Multi-Law Coverage

Companies Act + SEBI + FEMA/RBI + Labour Laws + Industry-Specific + Secretarial Standards. Single-window compliance assurance for Pune companies.

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With offices in Pune, Mumbai, Delhi and Gurugram, Patron serves companies across India.

Secretarial Audit vs Statutory Audit

ParameterSecretarial AuditStatutory (Financial) Audit
Section204 (Companies Act)139 (Companies Act)
Conducted ByPracticing Company Secretary (PCS)Practicing Chartered Accountant (CA)
ScopeCompliance with all applicable lawsAccuracy of financial statements
Report FormatForm MR-3Audit Report per SA standards
Annexed WithBoard's ReportFinancial Statements
ApplicabilityListed + prescribed public + Rs 100 Cr borrowingsAll companies
SEBI AdditionalSecretarial Compliance Report (Reg 24A)Limited Review (Reg 33)

Legal and Compliance Framework

Section 204: Listed + prescribed class must annex Form MR-3 with Board Report. PCS only. Company must assist. Board explains qualifications. Penalty Rs 1-5 lakh.

Rule 9: Prescribed class: paid-up >= Rs 50 Cr, turnover >= Rs 250 Cr, borrowings from banks/PFIs >= Rs 100 Cr.

SEBI LODR Reg 24A: Listed + material subsidiaries. Compliance Report within 60 days in XBRL. Peer-reviewed PCS.

SEBI LODR Third Amendment 2024 (April 2025): Peer-reviewed PCS mandatory. 5yr/2x5yr rotation. AGM approval. Non-audit restrictions. Vacancy within 3 months.

SS-1/SS-2: Mandatory under S.118(10). Board Meetings and General Meetings procedures.

S.134(3): Board Report includes MR-3 and explanation of every qualification.

ROC Pune: Shivajinagar. ICSI Pune Chapter. BSE/NSE for listed. mca.gov.in.

FAQs - Secretarial Audit Service in Pune

Find answers to the most common questions about secretarial audit in Pune.

Quick Answers

Secretarial audit kya hai? PCS (Company Secretary) dwara Section 204 ke under compliance audit. Companies Act, SEBI, FEMA, Secretarial Standards sab check hota hai. Form MR-3 mein report Board Report ke saath attach hogi. Penalty: Rs 1-5 lakh.

Kisko zaruri hai? Listed companies, public companies (Rs 50 Cr paid-up / Rs 250 Cr turnover), Rs 100 Cr borrowings waali companies, listed ke material subsidiaries.

April 2025 ke baad kya badla? Peer-reviewed PCS mandatory, 5-year rotation, AGM approval zaruri.

SEBI Compliance Report Due by 30 May - Secretarial Audit Must Start Now

Listed entities must file SEBI Secretarial Compliance Report within 60 days of FY-end (30 May). Form MR-3 must be ready before Board Report finalization (before AGM by September). Post April 2025: companies without peer-reviewed PCS or AGM approval are already non-compliant. 5-year rotation means Pune companies with same auditor since 2020 must plan transition. MR-3 qualifications are visible in Annual Report - directly impact corporate reputation. Penalty Rs 1-5 lakh per year of non-compliance.

Start your secretarial audit now - Call +91 945 945 6700 or WhatsApp us. Free consultation.

Secretarial Audit in Pune - Compliant, Governed, Protected

Secretarial audit is a critical governance function for Pune's listed companies, large public companies, material subsidiaries and high-borrowing entities. The SEBI LODR 2024/2025 amendments have elevated requirements for listed entities with mandatory peer-reviewed PCS, rotation and AGM approval.

Patron Accounting's Pune office at RTC Silver, Wagholi provides end-to-end secretarial audit - PCS appointment, comprehensive compliance review, remediation advisory, Form MR-3, Board Report drafting and SEBI Compliance Report filing. Integrated CA + CS team delivers both statutory and secretarial audits from a single point.

With 15+ years experience, 10,000+ businesses served and a 4.9 Google rating, Patron serves companies across Pune, Mumbai, Delhi and Gurugram.

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Content Created: 23 March 2026  |  Last Updated: 23 March 2026  |  Next Review: 23 September 2026  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed semi-annually to reflect SEBI LODR amendments, Companies Act changes, ICSI Secretarial Standards updates and MCA form changes. Last review: March 2026. Next review: September 2026.

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