Secretarial Compliance Report
Annual secretarial audit reports prepared by independent Practicing Company Secretaries, certifying the company's compliance with applicable corporate laws, securities regulations, and secretarial standards.
Secretarial Audit Reports (Form MR-3)
Areas Covered in Secretarial Audit
Companies Act, 2013
- Board and Committee meetings
- General meetings (AGM/EGM)
- Filing with Registrar of Companies
- Maintenance of statutory registers
- Related party transactions
SEBI (LODR) Regulations, 2015
- Timely disclosures to stock exchanges
- Corporate governance compliance
- Shareholding pattern reporting
- Financial results submission
- Website disclosures
SEBI (Insider Trading) Regulations, 2015
- Maintenance of Structured Digital Database
- Disclosures by directors and KMP
- Code of conduct for insider trading
- Trading window restrictions
Other Applicable Laws
- Foreign Exchange Management Act
- SEBI (SAST) Regulations, 2011
- Secretarial Standards (SS-1 and SS-2)
- Depositories Act and Regulations
Secretarial Audit Process
Appointment of Secretarial Auditor
Board appoints a Practicing Company Secretary to conduct secretarial audit.
Audit Scope Definition
Scope covers all applicable corporate laws, regulations, and secretarial standards.
Document Review & Verification
Auditor reviews statutory registers, filings, minutes, and compliance records.
Report Preparation
Auditor prepares report in Form MR-3 certifying compliance or noting observations.
Board Review
Report is placed before Board and any observations are addressed.
Disclosure
Report is annexed to Board's Report and submitted with Annual Report.
Understanding the Secretarial Audit Report
Report Structure (Form MR-3)
The secretarial audit report follows a prescribed format under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Section A - Company Details
Basic company information including CIN, name, registered office, and financial year under review.
Section B - Compliance Status
Detailed compliance verification across applicable laws and regulations with specific observations, if any.
Section C - Observations
Auditor's observations on compliance status, noting any defaults, delays, or non-compliances identified.
Section D - Opinion
Overall opinion on adequacy of systems and processes for monitoring and ensuring compliance with applicable laws.
Clean Report vs Qualified Report
Clean Report
Confirms compliance with all applicable laws without any material observations.
Qualified Report
Contains observations or qualifications noting specific compliance gaps or defaults that require management attention.
Legal Requirement
Section 204 of Companies Act, 2013 mandates listed companies and certain other classes of companies to annex a secretarial audit report (Form MR-3) to their Board's Report.
Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribes the format and manner of preparing the secretarial audit report.
The report must be prepared by a Company Secretary in practice holding a valid certificate of practice issued by the Institute of Company Secretaries of India (ICSI).
Compliance Queries
For queries related to secretarial compliance or audit reports:
Secretarial Auditor
Details of our secretarial auditor are disclosed in the Board's Report annexed to the Annual Report.