Mandatory Form MR-3 Secretarial Audit Services
Comprehensive independent legal audit by a Practicing Company Secretary (PCS) verifying compliance with the Companies Act, SEBI regulations, SCRA, FEMA, and industry-specific statutes, safeguarding board directors against personal regulatory liability.
Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Republic of India (Central Portal)
3 to 5 Business Days
Why This Statutory Filing Is Required
Comprehensive independent legal audit by a Practicing Company Secretary (PCS) verifying compliance with the Companies Act, SEBI regulations, SCRA, FEMA, and industry-specific statutes, safeguarding board directors against personal regulatory liability.
Who This Service Is For & Statutory Eligibility
Mandatory for: (a) Every listed company, (b) Every public company with paid-up share capital ≥ ₹50 Crores, (c) Every public company with turnover ≥ ₹250 Crores, or (d) Every company having outstanding loans/borrowings from banks or PFIs ≥ ₹100 Crores.
Prerequisites & Mandatory Documents Checklist
- Charter documents (Certificate of Incorporation, MoA, AoA) and MCA filing registers for the financial year
- Minutes of Board, Committee (Audit, NRC, SRC, CSR), and General Meetings held during the year
- Statutory registers maintained under the Companies Act, 2013
- FEMA compliance records (FC-GPR, FC-TRS, FLA returns) and external commercial borrowing (ECB) filings
- SEBI LODR, PIT, and SAST compliance records (for listed entities)
- Proof of appointment of Practicing Company Secretary by board resolution in Form MGT-14
Step-by-Step Portal Execution Procedure
- Step 1: Board approves appointment of Secretarial Auditor and files Form MGT-14 with ROC
- Step 2: Auditor issues comprehensive audit questionnaire and reviews enterprise secretarial records
- Step 3: Conduct on-site / digital verification of board composition, meeting procedures, and regulatory filings
- Step 4: Verify compliance across five key statutory pillars: Companies Act, SEBI, SCRA, Depositories Act, and FEMA
- Step 5: Prepare Secretarial Audit Report in Form MR-3 noting any non-compliances, observations, or qualifications
- Step 6: Deliver signed MR-3 report with Peer Review certificate to Board for mandatory annexation to Board's Report (AOC-4)
Transparent Pricing & Statutory Cost Architecture
Mandatory Form MR-3 Secretarial Audit Services
Calibrated at 9% below prevailing market fee (₹24,000). Complete professional drafting, compilation, verification, and portal upload.
- Independent Chartered Accountant / Company Secretary Verification
- Electronic Form Pre-Scrutiny & Error Reconciliation
- Digitally Signed Portal Upload with SRN Acknowledgement Delivery
Government Fees & Disbursements
Government Statutory Fee: Included in Form AOC-4 annual ROC filing fee (₹200 to ₹600) upon annexation to Board's Report.
Statutory Penalties for Non-Compliance
Failure to conduct or annex Secretarial Audit Report under Section 204 attracts a fine on the company and every officer in default of not less than ₹1,00,000, extending up to ₹5,00,000 under Section 204(4). Auditor in default punishable with fine up to ₹5,00,000 under professional misconduct rules.