Section 204 · Form MR-3 · India

Secretarial Audit Services

An independent review of your company's secretarial and legal compliance under Section 204 of the Companies Act, 2013, carried out by a Practising Company Secretary and reported in Form MR-3.

What is a secretarial audit? A secretarial audit under Section 204 of the Companies Act, 2013 is an independent check by a Practising Company Secretary that a company complies with applicable laws and secretarial standards. The findings are set out in Form MR-3, which is attached to the board's report.

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Who needs a secretarial audit

Applicability is set by Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A company falls within the requirement if it meets any one of the thresholds below.

  • Every listed company.
  • Every public company with paid-up share capital of ₹50 crore or more.
  • Every public company with turnover of ₹250 crore or more.
  • Every company, public or private, with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more.

Thresholds as on July 2026, subject to amendment.

Not sure whether these thresholds apply to you? Try the free secretarial audit applicability checker, or read the detailed secretarial audit guide for Indian companies.

What the audit covers

The review looks at whether the company has followed the laws and standards that apply to it, and how well its board processes and records support that compliance.

  • The Companies Act, 2013 and the rules made under it.
  • SEBI regulations, where they apply to the company.
  • FEMA, to the extent of foreign direct investment, overseas direct investment and external commercial borrowings.
  • Labour laws and other laws specifically applicable to the company.
  • Secretarial Standards SS-1 and SS-2 issued by the ICSI.
  • Board processes, statutory registers and filings with the Registrar of Companies.

The audit findings are issued in Form MR-3, the prescribed secretarial audit report.

How the engagement works

  1. Scoping and records requestWe agree the period under audit and the laws that apply, then request the registers, minutes, filings and other records we need.
  2. Review of filings, registers and minutesWe examine ROC filings, statutory registers, board and committee minutes and supporting documents against the applicable requirements.
  3. Observations and management responsesWe share our observations, discuss any gaps with management, and record their responses before the report is finalised.
  4. Signed MR-3 reportYou receive the signed Form MR-3 secretarial audit report for attaching to the board's report.

What it costs

Professional fees are shared after a short scoping call, based on the company's size, the number of laws that apply and the volume of records to be reviewed. Government filing fees, where any are payable, are separate objective charges set by the authorities.

A scoping call helps confirm applicability and the work involved before any fee is quoted.

As on July 2026.

CS Sapna Malpani

Practising Company Secretary and Partner at Vivek Hegde & Co, Bengaluru. 8+ years supporting companies on secretarial audit, ROC/MCA compliance, FEMA and fundraising.

Frequently asked questions

What is a secretarial audit?

A secretarial audit under Section 204 of the Companies Act, 2013 is an independent check by a Practising Company Secretary that a company has complied with applicable laws and secretarial standards. The findings are reported in Form MR-3, which is attached to the board's report.

Is secretarial audit mandatory, and who is required to get one?

It is mandatory for every listed company, every public company with paid-up share capital of ₹50 crore or more, every public company with turnover of ₹250 crore or more, and every company (public or private) with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more.

What is Form MR-3?

Form MR-3 is the prescribed format of the secretarial audit report. The Practising Company Secretary records the laws examined and the findings in this form, and it is attached to the board's report placed before members.

Who can conduct a secretarial audit?

Only a Practising Company Secretary holding a certificate of practice from the Institute of Company Secretaries of India can conduct a secretarial audit and sign Form MR-3.

What is the difference between secretarial audit and statutory or financial audit?

A statutory or financial audit examines the books of account and financial statements and is conducted by a Chartered Accountant. A secretarial audit examines compliance with the Companies Act, applicable laws and secretarial standards, and is conducted by a Practising Company Secretary.

When must the secretarial audit report be obtained?

The report is obtained annually for each financial year and is attached to the board's report for that year.

Enquire about a secretarial audit

Tell CS Sapna Malpani about your company — she'll reply personally. If you also handle annual filings, see ROC compliance and filing, the full list of services, or company incorporation.

This page is general information as on July 2026 and is not legal advice.