Secretarial Audit | Beyonte Compliances

Company Compliance · Secretarial Audit

Secretarial Audit independent verification of your company's compliance in Form MR-3 under Section 204.

Section 204 of the Companies Act, 2013 mandates a Secretarial Audit for every listed company, every public company with a paid-up share capital of Rs. 50 crore or more, and every public company with a turnover of Rs. 250 crore or more. The audit is conducted by a practising company secretary who issues a report in Form MR-3 covering compliance with the Companies Act, SEBI regulations, FEMA, labour laws, and other applicable statutes.

At Beyonte Compliances, we coordinate and support the secretarial audit process — from preparing compliance documentation across all applicable laws, to liaising with the practising company secretary, addressing observations, and ensuring the MR-3 report is complete, accurate, and annexed to the Board's Report.

What Our Secretarial Audit Service Covers

Applicability Assessment

Confirming whether the company is mandatorily required to conduct a secretarial audit based on its paid-up capital, turnover, or listing status.

Compliance Documentation

Compiling and organising all board minutes, statutory registers, MCA filings, SEBI disclosures, and regulatory approvals for audit review.

Companies Act Compliance Review

Reviewing compliance with the Companies Act, 2013 — meetings, filings, disclosures, and related-party transactions.

SEBI & Listing Obligations Review

Reviewing compliance with SEBI (LODR) Regulations, SEBI (SAST) Regulations, SEBI (PIT) Regulations, and other applicable SEBI regulations.

FEMA & Other Laws Review

Reviewing compliance with FEMA, labour laws, environmental laws, and other statutes applicable to the company.

MR-3 Report Coordination

Coordinating with the practising company secretary for issuance of the Form MR-3 Secretarial Audit Report.

Observation Response

Assisting the company in preparing management responses to observations or qualifications in the MR-3 report.

Board Report Annexure

Ensuring the MR-3 report is correctly annexed to the Board's Report as required under Section 204.

Our Process

Applicability & Scope Assessment

Confirming mandatory applicability and identifying all laws and regulations within the audit scope.

Documentation Compilation

Gathering and organising all statutory records, filings, minutes, and approvals required for audit review.

Compliance Review

Systematically reviewing compliance across the Companies Act, SEBI regulations, FEMA, and other applicable laws.

MR-3 Report Issuance

Coordinating with the practising company secretary for issuance of the Secretarial Audit Report in Form MR-3.

Board Report Integration

Reviewing observations, preparing management responses, and annexing the MR-3 report to the Board's Report.

Why It Matters

✓Mandatory applicability correctly assessed

✓All statutory records and filings compiled for audit

✓Companies Act compliance reviewed comprehensively

✓SEBI and listing obligation compliance reviewed

✓FEMA and other laws coverage included

✓MR-3 report coordinated with practising company secretary

✓Management responses to audit observations prepared

✓MR-3 correctly annexed to Board's Report

Frequently Asked Questions

Every listed company, every public company with paid-up share capital of Rs. 50 crore or more, and every public company with a turnover of Rs. 250 crore or more is mandatorily required to conduct a secretarial audit under Section 204. Certain classes of unlisted private companies may also be covered.

A Secretarial Audit must be conducted by a practising company secretary (PCS) — a fellow or associate member of the Institute of Company Secretaries of India (ICSI) holding a certificate of practice.

The Form MR-3 report covers compliance with the Companies Act, 2013; SEBI (LODR) and other SEBI regulations; FEMA; the Depositories Act; secretarial standards; labour laws; environmental laws; and other sector-specific regulations applicable to the company.

If the MR-3 report contains observations, qualifications, or adverse remarks, the Board must provide explanations for each point in the Board's Report. Repeated qualifications may attract regulatory scrutiny.

Need a Secretarial Audit for your company? Let's coordinate it.

Contact our team — documentation to MR-3 report, all supported.