Secretarial Audit FAQ's

No, only a Practising Company Secretary (PCS) holding a valid Certificate of Practice from ICSI is authorized to conduct a company secretarial audit and issue Form MR-3.

Secretarial audit under Section 204 primarily applies to listed and specified public companies; LLPs are generally not mandated to appoint a PCS for this specific audit unless required by a separate regulatory framework applicable to them.

The legal basis is Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, requiring the report to be filed in Form MR-3.

Yes, a Secretarial Auditor can be reappointed for consecutive years, subject to the Board's satisfaction with their performance and approval through a board resolution each year.

The auditor verifies adherence to SEBI regulations, listing agreements, and corporate governance norms for listed entities, and reports any non-compliance in the secretarial audit report.

Yes, for listed companies, the secretarial audit report forms part of the annual report and Board's Report, which is publicly disclosed to shareholders and regulators.

It identifies compliance gaps, governance weaknesses, and procedural lapses early, enabling companies to take corrective action before they escalate into legal or financial risks.

Common challenges include incomplete or disorganised records, delayed regulatory filings, lack of awareness of updated compliance requirements, and inadequate documentation of board processes.

Yes, significant non-compliance findings can affect investor confidence and, in turn, a listed company's stock market performance and reputation.

A Secretarial Audit is a comprehensive, independent examination resulting in Form MR-3, whereas a compliance certificate is typically a narrower confirmation of specific compliance requirements, often issued for smaller companies.

A statutory audit, conducted by a Chartered Accountant, focuses on the accuracy of financial statements, while a secretarial audit, conducted by a Company Secretary, focuses on compliance with corporate laws and governance practices.

Yes, a Secretarial Auditor who fails to perform duties diligently or provides an incorrect report can be held liable for damages and penalties under the Companies Act, 2013.