Is secretarial audit mandatory for Pvt Ltd companies?

Only if the Pvt Ltd meets the thresholds under Rule 8 of Companies (Meetings of Board and its Powers) Rules 2014 — paid-up capital ≥ ₹50 crore OR turnover ≥ ₹250 crore. Most small Pvt Ltds do not meet these thresholds and are exempt.

Who can sign the secretarial audit report (MR-3)?

Only a Practising Company Secretary (PCS) holding a valid Certificate of Practice (CoP) from the Institute of Company Secretaries of India (ICSI). Since 2021, UDIN (Unique Document Identification Number) is mandatory on MR-3.

What is the difference between secretarial audit and statutory audit?

Secretarial audit (Form MR-3 by PCS) verifies compliance with corporate laws, secretarial standards, and sectoral regulations. Statutory audit (by CA under s.139-143) verifies financial statements, accounting standards, and true-and-fair view of accounts. Both are different in scope and personnel.

What is the format of MR-3?

MR-3 follows the format prescribed under Rule 9(4) of Companies (Meetings of Board and its Powers) Rules 2014, as updated by the ICSI Secretarial Audit Report (SAR) Framework 2020. It covers 7 areas: (1) Company's compliance with the Companies Act 2013 and Rules; (2) compliance with Secretarial Standards SS-1 and SS-2; (3) compliance with other laws (sectoral — SEBI, RBI, IRDA, etc.); (4) compliance with Board/committee structure requirements; (5) compliance with filing requirements; (6) compliance with other regulatory requirements; (7) observations / qualifications / adverse remarks.

What happens if the PCS makes adverse remarks in MR-3?

The company must disclose the qualifications / adverse remarks in the Board's Report under s.134(3)(q). The Audit Committee must review MR-3 under s.177(4)(e) and recommend corrective action. Failure to disclose or act may lead to penalty under s.134(8) — ₹25,000 to ₹25 lakh.

Is secretarial audit applicable to listed companies separately under SEBI?

Yes — under Regulation 24A of SEBI (LODR) Regulations 2015, all listed entities must obtain an annual secretarial audit report. Listed entities with paid-up capital > ₹10 crore or turnover > ₹100 crore must also obtain a secretarial audit report from a PCS for material unlisted subsidiaries.

What is MGT-8 and how is it different from MR-3?

MGT-8 is the PCS certification of the annual return (under s.92(1) read with Rule 11(1) of Companies (Management and Administration) Rules 2014) — applicable to listed companies and companies with PUC ≥ ₹10 cr or turnover ≥ ₹50 cr. MR-3 is the secretarial audit report — different scope (compliance vs. annual return certification).

Can the same PCS be both statutory auditor and secretarial auditor?

No — the statutory auditor is a Chartered Accountant (CA), while the secretarial auditor is a Practising Company Secretary (PCS). They belong to different professions and cannot be the same person. Even within the same firm (mixed CA-CS practice), independence requirements apply.

Editor's pickCompliance

Secretarial Audit

Complete secretarial audit with I-Pro Solutions. Includes PCS audit, document verification, government fee guidance and dedicated filing support — all online.

Statutory basis: Companies Act, 2013 — **Section 204** (secretarial audit for listed companies and prescribed class).

Turnaround

7–14 Working Days

₹

Starts from

₹17,299

Money-back accuracy

Guaranteed

Total starting from

₹17,299

Professional fee (no government fee)

Professional fee₹17,299 starts with

Government fee (est.)No fee

Turnaround7–14 Working Days

Money-back accuracy. CA/CS specialist. Tracked client portal.

CONFIRMEDverified 25 Aug 2026

Dedicated specialist

CA-led, named point of contact

Tracked client portal

Real-time status, end-to-end

Money-back accuracy

Refile-free if our error

Flat-fee pricing

No hidden charges, ever

About this service

Secretarial Audit is a key regulatory filing administered by Ministry of Corporate Affairs (MCA) — for compliance monitoring; ICSI (Institute of Company Secretaries of India) — for prescribing format, qualifications, and Standards.. Filing is executed via **Form MR-3** — Secretarial Audit Report — issued by a Practising Company Secretary (PCS) — holds a Certificate of Practice (CoP) issued by ICSI. MR-3 is attached to AOC-4 (financial statements filing). For listed companies, an additional Form **MGT-8** (PCS certification of annual return) is required under s.92(1) read with Rule 11(1) of Companies (Management and Administration) Rules 2014 — separate from MR-3. under Companies Act, 2013 — **Section 204** (secretarial audit for listed companies and prescribed class); Section 134(3)(q) (Board report disclosure of secretarial audit report); Section 177(4)(e) (audit committee to review secretarial audit report); Section 205 (functions of Company Secretary); Section 134(5)(f) (Board's responsibility for secretarial audit); Companies (Meetings of Board and its Powers) Rules 2014 — Rule 8 (companies requiring secretarial audit); Rule 9 (qualifications of secretarial auditor); Form **MR-3** (secretarial audit report — format prescribed under Rule 9(4) of Companies (Meetings of Board and its Powers) Rules 2014); ICSI Secretarial Standards SS-1 (Board meetings) and SS-2 (general meetings); ICSI Secretarial Audit Report (SAR) framework, 2020 (revised format).. Our specialist-led team ensures full compliance with statutory documentation, eligibility verification, and expedited government approval.

Eligibility & thresholds

Minimum

Valid identity & address proof of applicant
Active PAN & registered business premises
Authorized representative authorization

Maximum

Compliant under applicable regulatory laws
No pending statutory disqualifications
Valid across authorized operational jurisdictions

Statutory floor

Pre-filing statutory documentation verification
Official statutory fee schedule as per authority
Mandatory periodic compliance filings post-approval

What's included

Everything in one transparent fee — no add-ons, no surprises.

Investor-Centric AOA Drafting

If you plan to raise institutional funding, standard Articles of Association (AOA) will not suffice. Venture capitalists demand specific clauses regarding right of first refusal (ROFR), tag-along/drag-along rights, and anti-dilution provisions. Our elite corporate lawyers draft sophisticated AOAs that anticipate future funding rounds, preventing costly and time-consuming structural overhauls when you secure term sheets.

Complex Multi-Founder Structuring

Co-founder disputes are the leading cause of early-stage startup failure. We don't just register your company; we advise on optimal equity splits, director roles, and authorized capital distribution. We provide templates for Co-Founder Agreements and vesting schedules, ensuring that the foundational relationship between partners is legally documented and aligned for long-term stability.

Rapid SPICe+ Processing Engine

Time is of the essence for startups. We utilize an advanced compliance engine that preemptively validates all data entered into the SPICe+ (INC-32) form. By cross-referencing PAN databases, checking DIN eligibility, and formatting registered office proofs perfectly, we eliminate typographical errors that typically cause frustrating ROC resubmission delays, ensuring first-pass approval.

Strategic Authorized Capital Advisory

Determining your initial Authorized Share Capital is a delicate balance. Set it too low, and you'll immediately face high fees to increase it during your first seed round. Set it too high, and you pay unnecessary upfront government stamp duty. We analyze your 12-to-18-month funding roadmap to recommend the exact optimal capital structure that minimizes immediate costs while accommodating your immediate growth.

ESOP Implementation Framework

Attracting top-tier talent in the startup ecosystem often requires offering Employee Stock Ownership Plans. A Private Limited Company is the only structure that efficiently supports this. As part of our premium advisory, we structure your initial cap table to accommodate a future ESOP pool seamlessly, ensuring you are ready to incentivize your founding team.

Comprehensive Post-Incorporation Toolkit

Receiving the Certificate of Incorporation is just the starting line. Within the first 30 to 180 days, you must open a bank account, appoint a statutory auditor (ADT-1), and file the Commencement of Business (INC-20A). We provide a complete post-incorporation execution service, handling these mandatory compliance milestones so you can focus entirely on product development and sales.

Government Fee Breakdown

Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.

Fee Component	Amount (₹)	Basis / Authority
Secretarial Audit Statutory Filing	₹0 (No government fee)	Government fee is Nil / exempted under applicable statutory rulesOfficial Regulator
Total Government Fee	No fee	(for default assumptions stated below)

Government charges only — separate from I-Pro's professional fee. Verified 25 August 2026.

Required documents

Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.

›All statutory registers (register of members, directors, KMP, charges, related-party transactions, b — All statutory registers (register of members, directors, KMP, charges, related-party transactions, beneficial owners);
›All Minutes of Board meetings, general meetings, committee meetings (SS-1 / SS-2 compliance); — All Minutes of Board meetings, general meetings, committee meetings (SS-1 / SS-2 compliance);
›All forms filed with MCA during the FY (DIR-12, AOC-4, MGT-7, INC-22, SH-7, PAS-3, ADT-1, CHG-1, MR- — All forms filed with MCA during the FY (DIR-12, AOC-4, MGT-7, INC-22, SH-7, PAS-3, ADT-1, CHG-1, MR-1, etc.);
›MoA / AoA with all amendments; — MoA / AoA with all amendments;
›LLP Agreement (if any subsidiary LLP); — LLP Agreement (if any subsidiary LLP);
›auditor's reports of previous FYs; — auditor's reports of previous FYs;
›Board resolutions, special resolutions, ordinary resolutions passed during FY; — Board resolutions, special resolutions, ordinary resolutions passed during FY;
›CSR policy and disclosures (if applicable); — CSR policy and disclosures (if applicable);
›Insider trading code (for listed companies); — Insider trading code (for listed companies);
›Policy on preservation of documents (s.134(5) — Policy on preservation of documents (s.134(5)
›read with Companies (Management and Administration) Rules 2014 — Rule 27); — read with Companies (Management and Administration) Rules 2014 — Rule 27);
›vigil mechanism / whistle-blower policy (s.177(9)); — vigil mechanism / whistle-blower policy (s.177(9));
›risk management policy (where applicable). — risk management policy (where applicable).

How it works

Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.

1
Customer⏱ 1 - 3 Days
Step 1: **Company**
**Company**: Appoint Practising Company Secretary (PCS) at the beginning of the FY (or as early as possible — typically by April) — under s.204(1) read with Rule 9 of Companies (Meetings of Board and its Powers) Rules 2014.
2
I-Pro⏱ 1 - 3 Days
Step 2: **PCS**
**PCS**: Plan secretarial audit — request list of registers, minutes, filings, MoA/AoA, auditor reports.
3
I-Pro⏱ 1 - 3 Days
Step 3: **PCS**
**PCS**: Review the registers and filings — verify compliance with Companies Act, ICSI Secretarial Standards (SS-1, SS-2), and applicable sectoral laws (SEBI LODR for listed, RBI for NBFC, IRDA for insurance, etc.).
4
I-Pro⏱ 1 - 3 Days
Step 4: **PCS**
**PCS**: Identify non-compliances / observations / qualifications — communicate to the company for rectification.
5
I-Pro⏱ 1 - 3 Days
Step 5: **Company**
**Company**: Rectify identified non-compliances before close of FY (where possible).
6
I-Pro⏱ 1 - 3 Days
Step 6: **PCS**
**PCS**: Issue Form **MR-3** — Secretarial Audit Report — in the prescribed format, signed by PCS with PCS CoP number and UDIN (ICSI UDIN mandatory since 2021).
7
I-Pro⏱ 1 - 3 Days
Step 7: **Company**
**Company**: Attach MR-3 to Board's Report (under s.134(3)(q)); disclose in Board report any qualifications / adverse remarks by PCS.
8
I-Pro⏱ 1 - 3 Days
Step 8: **Audit Committee**
**Audit Committee**: Review MR-3 under s.177(4)(e); recommend to Board.
9
I-Pro⏱ 1 - 3 Days
Step 9: **Company**
**Company**: File AOC-4 with MR-3 attached — within 30 days of Board adoption (s.137).
10
Regulator⏱ 1 - 3 Days
Step 10: **Listed companies**
**Listed companies**: File MR-3 separately with stock exchange (Reg 27(2) of SEBI LODR — within prescribed timeline).

Post-registration compliance

What to file next. I-Pro handles these as part of the annual compliance package.

Filing	Form	Deadline
Commencement of Business (Form INC-20A) Penalty: ₹50,000 for company + ₹1,000/day for directors (max ₹1 Lakh)	`One-time mandatory`	Within 180 days of incorporation after bank capital deposit
First Auditor Appointment (Form ADT-1) Penalty: Statutory non-compliance; prosecution of defaulting officers	`5-year tenure`	Within 30 days of incorporation by Board of Directors
Annual Financial Statements (Form AOC-4) Penalty: ₹100 per day of delay per form with no statutory ceiling	`Annual`	Within 30 days of AGM (by 29 October annually)
Annual Return (Form MGT-7) Penalty: ₹100 per day of delay per form with no statutory ceiling	`Annual`	Within 60 days of AGM (by 29 November annually)
Director KYC Verification (DIR-3 KYC) Penalty: ₹5,000 statutory fee per DIN + deactivation	`Annual`	Every designated partner / director holding active DIN by 30 September

Penalties for non-compliance

Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.

Non-compliance	Provision	Penalty
Commencement of Business (Form INC-20A)	One-time mandatory	₹50,000 for company + ₹1,000/day for directors (max ₹1 Lakh)
First Auditor Appointment (Form ADT-1)	5-year tenure	Statutory non-compliance; prosecution of defaulting officers
Annual Financial Statements (Form AOC-4)	Annual	₹100 per day of delay per form with no statutory ceiling
Annual Return (Form MGT-7)	Annual	₹100 per day of delay per form with no statutory ceiling
Director KYC Verification (DIR-3 KYC)	Annual	₹5,000 statutory fee per DIN + deactivation

Common mistakes to avoid

Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.

1
Mismatched applicant legal name or identity details across KYC proofs
Why: Government verification APIs cross-check with UIDAI and MCA databases and automatically flag discrepancies in spelling or dates.
Fix: Our specialists pre-validate your documents against official government databases before portal filing.
2
Submitting outdated utility bills or non-notarized commercial leases
Why: Premises proofs older than 60 days or defective landlord NOCs trigger statutory scrutiny queries and multi-week processing delays.
Fix: We verify recent billing dates and provide pre-formatted, legally vetted landlord NOC and lease formats.
3
Selecting incorrect classification, turnover slab, or statutory activity code
Why: Applications filed under inappropriate classifications attract show-cause notices and potential rejection without statutory fee refund.
Fix: We conduct a statutory scope assessment to align your application with the exact regulatory requirements.

Frequently asked questions

Everything you need to know about this service.

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