Secretarial Audit
Independent audit by a practicing Company Secretary verifying compliance with the Companies Act, SEBI regulations, FEMA, and other applicable laws.
Filing window
Annexed to the Board's Report filed with AOC-4 by 31 October
Regulator
Ministry of Corporate Affairs (MCA); conducted by Practicing Company Secretary (PCS)
Regulator
Ministry of Corporate Affairs (MCA); conducted by Practicing Company Secretary (PCS)
Deadline
Annexed to the Board's Report filed with AOC-4 by 31 October
Penalty
Section 204(4): company and every officer in default liable ...
Legal basis
Companies Act, 2013
What is Secretarial Audit?
Independent audit by a practicing Company Secretary verifying compliance with the Companies Act, SEBI regulations, FEMA, and other applicable laws.
- +All Indian private and public limited companies
- +Wholly Owned Subsidiaries of foreign parents
- +Indian LLPs where applicable
Statutory basis
Companies Act, 2013
Section 204 read with Rule 9 of Companies (Appointment and Remuneration) Rules, 2014
Enforced by
Ministry of Corporate Affairs (MCA); conducted by Practicing Company Secretary (PCS)
Citations are editorially curated. Always verify current applicability with qualified Indian counsel before acting on a specific matter.
The stake
Filing window for Secretarial Audit. Skipping or mishandling this compliance carries direct financial and operational consequences.
Why Secretarial Audit matters for your GCC
Secretarial Audit is a MCA corporate requirement for foreign-owned Indian entities and GCCs. Missing the annexed to the board's report filed with aoc-4 by 31 october obligation triggers section 204(4): company and every officer in default liable to penalty of inr 1 lakh to inr 5 lakh, and downstream filings or transactions may be blocked until rectification. Most foreign parents discover Secretarial Audit issues only when a downstream transaction surfaces the prior gap, by which point rectification costs and operational delays have grown materially. Proactive handling avoids these cascading consequences.
The 4 ways Secretarial Audit goes wrong
Real scenarios from real GCC compliance audits. Each one preventable.
Trap 01
Missing the annexed to the board's report filed with aoc-4 by 31 october due to internal coordination gaps between finance and company secretarial teams
Trap 02
Filing with incomplete board's report disclosures, leading to ROC queries and re-submission
Trap 03
Allowing the authorised signatory DSC to expire just before the Secretarial Audit filing window
Trap 04
Reusing prior-year templates without checking for updated MCA notifications and form versions
Done for you
Compliance Management
IRPR Network handles Secretarial Audit as part of our Compliance Management service, with timely filings, supporting-document validation, citation tracking, and a zero-penalty compliance calendar.
Our workflow
- 01Identify the trigger event in your GCC operations
- 02Prepare and validate the Secretarial Audit filing or compliance step
- 03Submit to the regulator and obtain acknowledgement
- 04Track in your compliance calendar for ongoing or recurring obligations
Concepts connected to Secretarial Audit
These terms are filed together, depend on each other, or share regulatory authority.
MCA and ROC
AOC-4
Annual MCA filing of audited financial statements; due within 30 days of the AGM.
MCA and ROC
MGT-7
Annual MCA return covering company shareholders, directors, and corporate structure; due within 60 days of AGM.
MCA and ROC
Company Secretary
Statutory officer required in prescribed companies who ensures compliance with the Companies Act, maintains secretarial records, and advises the board on governance.
MCA and ROC
IFC
Policies and procedures adopted by a company to ensure orderly and efficient conduct of business, safeguarding of assets, and prevention and detection of fraud.
Asked about Secretarial Audit
5 specific questions that GCC operators ask most often, answered with citations to the relevant regulations.
Need help with Secretarial Audit?
IRPR Network manages Secretarial Audit as part of Compliance Management, with a zero-penalty guarantee.
Explore the serviceQ01What is Secretarial Audit and who does it apply to?
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Independent audit by a practicing Company Secretary verifying compliance with the Companies Act, SEBI regulations, FEMA, and other applicable laws. For foreign-owned GCCs, Secretarial Audit applies to all indian private and public limited companies. IRPR Network handles Secretarial Audit as part of our Compliance Management service.
Q02When is Secretarial Audit due?
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Secretarial Audit is due annexed to the board's report filed with aoc-4 by 31 october. Late filing triggers section 204(4): company and every officer in default liable to penalty of inr 1 lakh to inr 5 lakh.
Q03What law governs Secretarial Audit?
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Secretarial Audit is governed by Companies Act, 2013, specifically Section 204 read with Rule 9 of Companies (Appointment and Remuneration) Rules, 2014. The compliance is enforced by Ministry of Corporate Affairs (MCA); conducted by Practicing Company Secretary (PCS).
Q04What is the penalty for non-compliance with Secretarial Audit?
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Non-compliance attracts: Section 204(4): company and every officer in default liable to penalty of INR 1 lakh to INR 5 lakh IRPR Network's compliance retainer is designed to prevent these exposures through proactive filing, citation tracking, and a defined compliance calendar.
Q05Who handles Secretarial Audit for foreign-owned GCCs in India?
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IRPR Network handles Secretarial Audit end-to-end as part of our Compliance Management service. Our team prepares filings, coordinates with regulators, validates supporting documents, and tracks all related deadlines on a defined compliance calendar.
Handle Secretarial Audit the right way, the first time.
Book a 30-minute consultation. We will map your Secretarial Audit obligations alongside every other India compliance for your GCC, on one calendar, one retainer.
Book a consultation