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Secretarial Audit (MR-3) – Expertvuw
Governance

Secretarial Audit: Applicability and Audit Readiness

Last updated: 2 October 2026

Listed companies and larger public companies must have a secretarial audit by a Company Secretary in practice every year. Our team checks whether it applies to you, gets your records audit-ready and coordinates with the independent practising Company Secretary you appoint.

Overview

Who needs a secretarial audit

Under section 204 of the Companies Act, 2013, a secretarial audit report in Form MR-3, given by a Company Secretary in practice, is annexed to the board’s report of:

  • Every listed company.
  • Every public company with paid-up capital of ₹50 crore or more, or turnover of ₹250 crore or more.
  • Every company with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more.

For listed companies, SEBI’s LODR amendments of December 2024 require the secretarial auditor to be appointed by shareholders at the AGM — an individual for up to one five-year term and a firm for up to two — and to be peer-reviewed.

The audit checks compliance with company law, securities law, FEMA and other applicable laws. The auditor must be independent: Expertvuw does not issue secretarial audit reports; we prepare your company for the audit.

Based on the Companies Act, 2013 and the rules made under it. Last updated: 27 September 2026.

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What This Service Covers

What our secretarial audit readiness service covers

1

Checking whether secretarial audit applies to your company

2

Compliance review across company law and other applicable laws

3

Minutes, registers, resolutions and filings brought up to date

4

Document index for the practising Company Secretary

5

Follow-up on observations in the audit report

Key facts at a glance

Section 204

Provision requiring the secretarial audit

MR-3

Form of the secretarial audit report

₹50 crore

Paid-up capital of a public company that triggers the audit

₹250 crore

Turnover of a public company that triggers the audit

₹100 crore

Outstanding bank or institution borrowings that trigger the audit

5-year term

For listed company secretarial auditors, under SEBI rules

Common Issues

Where companies commonly struggle in a secretarial audit

Observations usually point to gaps in records rather than intent.

Minutes incomplete

Board and committee minutes unsigned or missing required details.

Late filings

Forms filed with additional fees, noted as delays in the report.

Other laws overlooked

Labour, environmental or sector laws not tracked for compliance.

Related Services

Related services

Audit readiness depends on good day-to-day compliance.

Annual Compliance

The yearly company calendar.

Statutory Registers

Registers under the Act.

POSH Compliance

Workplace harassment law.

Appointment of Auditor

Statutory auditor.

Documents Required

Documents we need from you

Company Records

Other Compliance Records

Our Process

How we prepare you for the audit

1

Applicability

We confirm whether the audit applies this year.

2

Review

Compliance review across the applicable laws.

3

Gap-fixing

Minutes, registers and pending filings brought up to date.

4

Document index

A complete set of records prepared for the auditor.

5

Audit support

Queries from the practising Company Secretary answered.

6

Follow-up

Observations in MR-3 addressed for the next year.

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After the Audit

After the audit report

The report is shared with shareholders, so observations matter.

Board’s report

MR-3 is annexed to the board’s report.

Explanations

The board explains any qualifications or observations.

Action plan

Gaps fixed before the next audit.

Listed companies

Additional annual secretarial compliance report under SEBI rules.

Get in Touch

Share your query and our team will reply during business hours.






    FAQs

    Frequently Asked Questions

    Which companies need a secretarial audit?

    Listed companies, public companies with paid-up capital of ₹50 crore or more or turnover of ₹250 crore or more, and companies with bank or institution borrowings of ₹100 crore or more.

    Only a Company Secretary in practice, independent of the company.

    The format of the secretarial audit report annexed to the board’s report.

    Under SEBI rules from 2025, an individual for one five-year term and a firm for up to two five-year terms.

    No. We prepare your records and coordinate with the independent practising Company Secretary who conducts the audit.

    About Expertvuw

    Who handles your case

    CS Chetna Shoor, Company Secretary and Director, Expertvuw

    CS Chetna Shoor

    ACS – Director, Expertvuw Management Pvt Ltd

    Audit readiness work is done by Expertvuw’s team. The secretarial audit and the MR-3 report are carried out and signed by an independent Company Secretary in practice appointed by your company.

    Expertvuw Management Pvt Ltd