Why Secretarial Audit Is Mandatory for Companies in India

In today’s highly regulated corporate environment, compliance is no longer optional—it is a strategic necessity. To strengthen corporate governance and ensure transparency, the Companies Act, 2013 mandates Secretarial Audit for certain classes of companies. This audit acts as an independent verification of a company’s compliance with applicable laws and regulations.

What Is a Secretarial Audit?

A Secretarial Audit is a comprehensive compliance review conducted by a practicing Company Secretary. It evaluates whether a company has complied with all applicable legal and procedural requirements under various corporate and economic laws.

The audit covers compliance under:

• Companies Act, 2013

• SEBI Act, Rules, Regulations, and Circulars

• FEMA and RBI guidelines

• Depository laws

• Industry-specific and other applicable statutes

The outcome of this audit is the Secretarial Audit Report, which helps management identify compliance gaps, risks, and corrective actions.

Why Is Secretarial Audit Mandatory?

Secretarial Audit has been made mandatory to:

• Enhance corporate governance standards

• Ensure legal and procedural compliance

• Improve risk management and internal controls

• Protect the interests of shareholders and stakeholders

• Promote ethical business practices and transparency

By mandating Secretarial Audit, regulators aim to reduce non-compliance, prevent penalties, and ensure that companies operate within the legal framework.

Applicability of Secretarial Audit

Secretarial Audit is mandatory for:

• Listed companies

• Public companies with paid-up share capital of 50 crore or more

• Public companies with turnover of 250 crore or more

Private companies may also opt for Secretarial Audit voluntarily to strengthen compliance and governance practices.

Scope of Secretarial Audit Services

A Secretarial Audit goes beyond routine filings and focuses on both preventive and corrective compliance. The scope typically includes:

1. Corporate and Legal Compliance Review

• Verification of statutory filings and disclosures

• Maintenance of statutory registers and records

• Compliance with board and shareholder meeting requirements

2. SEBI and Capital Market Compliance

• Review of SEBI regulations, listing obligations, and disclosures

• Verification of share transfers, issues, ESOPs, and private placements

3. FEMA and RBI Compliance

• Foreign Direct Investment (FDI) compliance

• Reporting requirements for foreign companies and subsidiaries

4. Governance and Board Compliance

• Constitution of the Board and mandatory committees

• Appointment of Independent Directors and Women Directors

• CSR compliance under the Companies Act

Event-Based and Retainer Secretarial Services

Professional consultants also provide event-based and ongoing secretarial support, including:

• Organizing Board Meetings and General Meetings

• Drafting agendas, notices, and minutes

• Filing annual returns and financial statements

• Managing changes in company structure, name, capital, or registered office

• Assistance in mergers, acquisitions, restructuring, and winding up

How Professional Consultants Add Value

Engaging an experienced Secretarial Audit consultant ensures:

• Proactive identification of compliance risks

• Timely corrective actions

• Reduced exposure to penalties and litigation

• Stronger confidence among investors, regulators, and stakeholders

Consultants also assist in due diligence, regulatory approvals, charge registration, and XBRL filing of financial statements.

Why Choose ASC Group for Secretarial Audit?

ASC Group offers end-to-end Secretarial Audit and compliance advisory services tailored to your business needs. With deep regulatory expertise and a client-focused approach, ASC Group helps companies maintain full compliance while enabling smooth business operations.

Our expertise includes:

• Secretarial Audit and Compliance Reporting

• Company incorporation and business setup in India

• FEMA and FDI advisory

• Ongoing and event-based secretarial services

• M&A, restructuring, and corporate governance advisory

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Need Expert Secretarial Audit Support?

Email: info@ascgroup.in
Phone: 91-9999043311

ASC Group – Your Trusted Partner in Corporate Compliance