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Secretarial Audit is a mechanism to check compliances whether they are completed or is there any noncompliance so that measures can be taken to complete them. It is a procedure to check the provisions and rules that are to be fulfilled and the entire legal and procedural requirement are maintained. It is done and maintained by a professional maintained in form M-3.R
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During the procedure of due diligence the secretarial audit can be presented.
The secretarial audit helps in managing the affairs of the company and whether they are being conducted as per the provisions or not.
The secretarial audit helps in maintaining discipline and self-regulation by maintaining the list of compliances so that they can be done timely.
When an investor shows the interest in legal record of a company the secretarial audit maintenance help in maintaining its credibility
Whosoever is in default will be punished with fine of minimum Rs. 1 lakh to maximum Rs. 5 lakh.
Secretarial Audit is required for the companies listed below.
• Each and every Listed Company
• Every public company with a paid-up share capital of at least 50 crore rupees.
• A public company with a turnover of at least Rs. 250 crore.
• Every company that has borrowed 100 crores or more.
Members of the ICSI (Institute of Company Secretaries of India) who hold a certificate of practice validating their ability to perform as a secretarial auditor can only conduct Secretarial Audits and prepare the Company's Secretarial Audit Report.
Secretarial Audit Report of Last Year
Charter Documents and Statutory Registers
Minutes & Notices of Board and General Meeting
Audited financial statements
Filings & Intimations with Registrar of Companies, Stock Exchanges, Newspaper Advertisements (For Listed Company)
Annual Performance Reports, Lease Deed, Bond Deed, softex returns
Filings with other statutory departments and RBI (In the Case of foreign investment)
Filings with other statutory departments and RBI (In the Case of foreign investment)
ECB Returns (In the case of Foreign Borrowing)
Registers maintained as per Labor Laws
Disclosures and Declaration for code of conduct received from the directors
Sitting fees and Remuneration details paid to directors
Proof of CSR amount diligence on the buyer.
SAST Disclosures
Bank account details regarding dividend
Secretarial Audit is required to ensure that the company is compliant with the legal and regulatory requirements set by the MCA, and to provide assurance to the stakeholders that the company is operating in a transparent and compliant manner.
A Secretarial Audit is conducted by a Practicing Company Secretary (PCS), who is a member of the Institute of Company Secretaries of India (ICSI).
The key areas covered in a Secretarial Audit include compliance with the Companies Act, SEBI regulations, Secretarial Standards, and other relevant laws and regulations. The audit also includes compliance with internal policies, procedures, and systems.
Secretarial Audit is conducted on an annual basis, and the report is submitted within 60 days of the close of the financial year.
Non-compliance with Secretarial Audit can result in penalties and fines imposed by the MCA. It can also lead to negative consequences for the company, such as reputational damage, legal action, and potential disqualification of directors.
Yes, a company can outsource the Secretarial Audit process to a professional firm, as long as the firm is led by a PCS who is qualified to conduct the audit.