Secretarial Audit & MR-3 Certification

Independent, Compliant & Fully Assured Secretarial Audit

A qualified Company Secretary in Practice evaluates your statutory compliance, governance and records — identifying gaps and delivering a board-ready report under the Companies Act, 2013.

✓Companies Act, 2013 ✓MR-3 Certification ✓Section 204 Compliant ✓15–30 Day Process
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Independent Review
Compliance & Governance
Objective assessment by a CS in Practice
✓ Gaps & remedial measures
Timeline
15–30 Working Days
vs prolonged regulatory scrutiny
⚡ Fast & structured
Statutory Backing
Section 204 / MR-3
Companies Act, 2013
🔒 Fully recognised
Transparent Pricing

NoLegalPaisa – Secretarial Audit Plan

A fixed professional fee for standard assignments. No hidden costs.

Secretarial Audit

Secretarial Audit Plan

Starting at ₹49,999/- + Applicable Taxes
Secretarial Audit compliance

Suitable For

  • Listed & Public Companies
  • Companies under Section 204, Companies Act, 2013
  • Due diligence, fundraising, M&A or regulatory review
  • Companies seeking an independent compliance assessment

Deliverables

  • Secretarial Audit Report
  • Compliance Observation Report
  • Compliance Gap Analysis
  • Corrective Action Recommendations

Services Included

  • Preliminary Compliance Review
  • Statutory Registers & Records
  • Board & General Meetings Review
  • ROC Filings & Corporate Records
  • Director & KMP Compliance
  • Share Capital & Corporate Actions
  • Provisions under Companies Act, 2013
  • Secretarial Standards (SS-1 & SS-2)
  • Compliance Gaps & Non-Compliances
  • Secretarial Audit Report Preparation
  • One Compliance Discussion Meeting
⏱️ Turnaround: 15–30 Working Days (subject to availability of records and management responses)
Pricing Conditions
Fixed Professional Fee: ₹49,999/- + Taxes. Applicable only where:
  • The company has a single legal entity.
  • Financial year records are readily available.
  • All statutory registers and corporate records are maintained and accessible.
  • The audit pertains to one financial year only.
  • There are no major compliance defaults requiring extensive investigation.
  • The company operates within India and is governed primarily by the Companies Act, 2013.
Additional Fees May Apply For
  • Group / holding-subsidiary or consolidated reviews
  • Multiple financial years
  • Large-volume transaction audits
  • Reconstruction of missing records
  • Historical compliance regularization
  • Due diligence for investments, acquisitions, IPOs or restructuring
  • Industry-specific laws beyond standard scope
  • Multiple management meetings or site visits
  • Urgent or expedited assignments
Exclusions
  • Government Fees
  • Filing of Pending ROC Forms
  • Secretarial Compliance Rectification
  • Legal Opinions
  • Representation before ROC, RD, NCLT, SEBI, Stock Exchanges or other authorities
  • Statutory Audit & Tax Audit Services
  • Drafting or Updating Statutory Registers
  • Due Diligence Reports (unless separately engaged)
Disclaimer

The Secretarial Audit shall be conducted based solely on the documents, records, information, explanations, and representations provided by the client. NoLegalPaisa and its associated professionals shall not be responsible for any inaccuracies, omissions, concealment of facts, or incomplete information supplied by the client. The Secretarial Audit Report reflects compliance status based on the records made available as on the date of audit and should not be construed as a guarantee of future compliance or regulatory approval.

The quoted fee is applicable for standard Secretarial Audit assignments and may be revised where the scope of work, complexity, volume of records, number of entities, regulatory requirements, or compliance deficiencies exceed normal audit parameters. Any out-of-pocket expenses, travel expenses, government fees, taxes, penalties, or third-party charges shall be borne separately by the client.

Schedule a Secretarial Audit Call Check Applicability & Readiness
Our Process

How we work — 6 clear steps

From inquiry to final report — every stage is structured, tracked and guided.

1

Inquiry & Registration

Secure engagement set up with scope confirmation and a clear audit roadmap.

2

Free Consultation

Understand your structure, applicability and compliance priorities upfront.

3

Data & Document Collection

Registers, minutes, filings and approvals gathered through a tracked checklist.

4

Review & Draft Report

Statutory and governance review; draft Secretarial Audit Report with gap analysis.

5

Client Review & Revisions

Discussion meeting and revisions to align observations and remedial actions.

6

Final Report & Support

Issuance of the final report plus advisory on closing identified gaps.

Applicability Check

Is Secretarial Audit mandatory for your company?

Complete the 4-step check. Your readiness summary updates live as you answer.

1Status
2Thresholds
3Company
4Priorities

Is your company listed?

Listed companies are mandatorily required to undergo Secretarial Audit.

Step 1 of 4

Threshold tests

Unlisted companies meeting any two of the following must undergo Secretarial Audit.

Company details

Helps us scope the audit and match the right Company Secretary in Practice.

Priority areas

Tell us why this audit matters so we can focus the engagement.

Live Applicability Summary

Updates as you complete each step.

Listed status—
Thresholds met0 / 3
Company—
FYs to audit—
Objective—
Readiness0%
✓Listed status answered
✓Thresholds entered
✓Company details added
✓Objective selected
Engagement Pathway

Start from your reality

Whether the audit is mandatory or voluntary, there is a clear guided path for you.

✅ Mandatory audit (thresholds met)

A1
Scope Confirmation

Section 204 applicability confirmed; financial year and entity scope locked.

A2
Auditor Appointment

A Company Secretary in Practice (ICSI-registered) is assigned to your matter.

🔄 Voluntary audit (best practice)

B1
Governance Intake

Objectives mapped — funding, board comfort or pre-IPO readiness.

B2
Engagement Letter

Scope and deliverables agreed; secure document room prepared.

↓ Shared Secretarial Audit Flow

📂
Records Review

Registers, filings & minutes

🔍
Gap Analysis

Non-compliances identified

📝
Draft & Discuss

Report + management meeting

📜
Final Report

MR-3 & corrective actions

Why Choose Us

Built for assurance, not just paperwork

Independent, structured and board-ready — secretarial audit done right.

👨‍⚖️

Practising Professionals

Audits conducted by ICSI-registered Company Secretaries with deep corporate-law expertise.

🔍

Gap-First Approach

We don't just tick boxes — we surface non-compliances with practical remedial measures.

🔒

Confidential & Secure

Controlled access, data minimisation and secure document rooms throughout the engagement.

💻

Digital Discipline

Tracked checklists, versioned drafts and real-time progress — no paperwork chaos.

📑

Board-Ready Reports

Clear MR-3 reporting plus a prioritised action plan your Board can act on immediately.

🚀

Predictable Fees

Fixed professional fee for standard scope, with transparent terms for anything beyond.

Watch & Learn

See how a Secretarial Audit works

A short walkthrough — from applicability to the final MR-3 report.

⏱️
5-Minute Overview

The full process explained simply.

🎯
End-to-End Walkthrough

From applicability to issuance, every step.

👨‍⚖️
Expert Auditors

See how a CS in Practice is matched to your company.

📜
Section 204 Compliant

Report prepared under the Companies Act, 2013.

Easy Guide

Easy Guide to Secretarial Audit

Overview, scope, applicability and key provisions — in plain English.

What is a Secretarial Audit?

Secretarial Audit is an independent evaluation of a company's compliance with statutory provisions, regulations and corporate governance best practices under the Companies Act, 2013 and other applicable laws.

It helps the Board, promoters and investors understand whether the company is:

  • Timely with statutory filings and maintenance of registers
  • Following proper Board processes, resolutions and documentation
  • Aligning internal policies and codes of conduct with the law
  • Managing risk, disclosures and reporting in a structured way
The Secretarial Audit Report presents the extent of compliance, identifies gaps and sets out practical recommendations to strengthen governance.

Scope & Services

Scope includes

  • Statutory compliance: annual returns, financial statements, statutory registers and other filings.
  • Corporate governance: functioning of the Board and committees, meeting processes and resolution governance.
  • Internal policies: adherence to internal codes, ethics guidelines and governance standards.
  • Legal & regulatory framework: Companies Act, securities laws, Secretarial Standards and sector regulations.

Services typically provided

  • Compliance verification and gap analysis
  • Corporate governance review and risk identification
  • Detailed Secretarial Audit Report with action plan
  • Advisory on remedial steps and ongoing compliance

Applicability & Eligibility

Applicability

  • Mandatory for all listed companies
  • Mandatory for certain unlisted companies meeting any two of: paid-up capital of ₹50 crore or more; turnover of ₹250 crore or more; aggregate loans/guarantees/borrowings of ₹50 crore or more
  • Other companies may voluntarily opt for Secretarial Audit as a governance best practice

Eligibility of the Secretarial Auditor

  • Must be a Company Secretary in Practice, registered with ICSI
  • Should have sound knowledge of corporate laws and governance
  • Must conduct audits in line with the Companies Act, 2013 and applicable rules/standards

Limits, Responsibility & Penalties

Scope limitation

  • Mandatory only for companies meeting specified thresholds
  • Other companies may not be legally required, but can voluntarily adopt the audit

Responsibility & penalties

  • Board & management remain responsible for overall compliance
  • The Secretarial Auditor provides an independent assessment
  • Failure to conduct a mandatory audit may lead to fines and heightened regulatory scrutiny
Default can mean financial penalties and sanctions from regulators (e.g. ROC), plus a negative effect on investor confidence and company reputation.

Section 204 of the Companies Act, 2013

  • Governs the requirement, scope and format of the Secretarial Audit Report
  • Ensures the report is prepared and submitted within a stipulated timeframe
  • Enables early identification and rectification of discrepancies

Secretarial Audit vs other reviews

Criterion Statutory Audit Secretarial Audit
Focus Financial accuracy Legal & governance compliance
Conducted by Chartered Accountant CS in Practice (ICSI)
Governing law Companies Act (financials) Section 204, Companies Act 2013
Output Auditor's report Form MR-3 report
FAQ

Frequently Asked Questions

A comprehensive evaluation of a company's compliance with statutory and regulatory requirements, ensuring corporate governance practices and filing obligations are met.
It is mandatory for listed companies and certain unlisted companies meeting specified thresholds (paid-up capital of ₹50 crore, turnover of ₹250 crore, or borrowings of ₹50 crore or more).
A full spectrum including compliance verification, document review, corporate governance assessment, risk identification, drafting of the audit report, and post-audit advisory support.
Typically board meeting minutes, statutory registers, annual returns, financial statements, compliance certificates, and any previous secretarial audit reports, among other records.
It starts with a free consultation, followed by document collection and review, drafting of the report, a management discussion, filing follow-up, and ongoing support to implement recommendations.
Standard assignments are generally completed within 15–30 working days, depending on the availability and accuracy of the required documentation.
Yes. We provide a free initial consultation to understand your requirements, assess compliance needs, and outline the scope of the audit.
It enhances transparency, mitigates legal and regulatory risk, strengthens corporate governance, builds investor confidence, and can uncover areas for operational improvement.
The report details any non-compliance and provides actionable recommendations. We also offer advisory support to help you implement corrective measures.
A secure online portal lets you monitor the entire process in real time — from consultation and document collection to issuance of the final report.

Strengthen your compliance with confidence

Independent · Board-Ready · Section 204 Compliant · Companies Act, 2013

Apply for Secretarial Audit Talk to Audit Desk Read the Guide