Secretarial Audit & Due Diligence

Secretarial audit under Section 204 in Form MR-3, annual secretarial compliance reports for listed entities, and transaction due diligence.

Contact Us
Form MR-3 · Annual secretarial compliance report · Transaction due diligence Form MR-3 · Annual secretarial compliance report · Transaction due diligence Form MR-3 · Annual secretarial compliance report · Transaction due diligence Form MR-3 · Annual secretarial compliance report · Transaction due diligence

Secretarial Audit & Due Diligence

A secretarial audit is an independent examination of whether a company has actually complied with the corporate laws it is subject to — not whether it believes it has. For companies within the prescribed classes it is a statutory requirement, reported in Form MR-3 and annexed to the board's report where the law so requires. For everyone else, it is the most reliable way a board can find out what it does not know.

Akash & Co. acts as secretarial auditor for listed and unlisted companies, and carries out secretarial and legal due diligence for transactions. Our reports are written to be usable: qualifications are specific, each observation is traceable to a section or regulation, and every finding comes with what to do about it.

What we do

Reported in Form MR-3 for listed and prescribed classes of companies.

For listed entities under the SEBI (LODR) Regulations, for filing with the stock exchanges.

Secretarial audit where the LODR requires it.

Commonly commissioned by boards, incoming investors or a new promoter group.

Against Secretarial Standards SS-1 and SS-2.

For investment, acquisition, lending and listing — buy-side, vendor-side and lender-side.

Including the secretarial workstream of the offer document and the historical share-capital build-up.

On companies from MCA and charge records.

Closing out the gaps the audit identifies, so the next report is clean.

Who this is for

Listed companies and their material subsidiaries; public companies meeting the prescribed thresholds; boards that want independent assurance; and any acquirer, investor or lender examining a company before committing.

How we run a secretarial audit

We begin with a scoping note setting out the laws applicable to your company — which for a manufacturing company with foreign investment and a listed parent is a materially different list from a services company with domestic shareholders. Generic scope is where secretarial audits lose their value.

Fieldwork then covers records, registers, minutes, filings and approvals for the period, with a written information request issued up front rather than in instalments. Observations are shared in draft, discussed with management, and where a gap can be regularised before the report is signed, we tell you so.

The FAQs

Secretarial audit under Section 204 applies to every listed company and to prescribed classes of other companies, based on paid-up share capital, turnover and outstanding borrowings. Separately, the SEBI (LODR) Regulations require listed entities to obtain an annual secretarial compliance report from a Practising Company Secretary. Because these thresholds have been amended more than once, the sensible step is to have applicability tested against your latest audited figures rather than assumed.

Only a Company Secretary in Practice. The appointment is made by the board, and the auditor must be independent of the company — which means the same firm cannot both maintain the secretarial records and audit them.

The secretarial audit report in Form MR-3 is issued under the Companies Act and examines compliance with the corporate laws applicable to the company for the financial year. The annual secretarial compliance report is a SEBI requirement for listed entities, focused on compliance with the SEBI regulations and the listing framework, and is filed with the stock exchanges. They are not substitutes for each other.

Send us your latest audited figures and listing status and we will confirm what applies to you, in writing, before any engagement.

Book a consultation