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Secretarial Audit · Compliance

Secretarial audit and annual compliance management

Secretarial audit under Section 204, annual return filing, board and general meeting compliance, ROC filings and ongoing Companies Act compliance management.

Counsel that connects the technical, the commercial, and the legal, across ten offices in India.
Section 204
Secretarial Audit
ROC
Annual Filings
Board
Governance
10
Offices
01

Secretarial audit framework

  • Section 204: mandatory secretarial audit for listed companies, companies with paid up capital INR 50 crore+ and companies with turnover INR 250 crore+.
  • Secretarial audit report in Form MR 3: compliance assessment across Companies Act, SEBI regulations, FEMA, industry specific laws and secretarial standards.
  • Secretarial compliance report for listed entities under SEBI Circular.
  • Annual return certification by practicing company secretary for listed companies.
02

ROC filings and annual compliance

  • Annual return (MGT 7/7A), financial statements (AOC 4), director appointment (DIR 12) and other event based forms.
  • Board meeting compliance: minimum 4 meetings per year, quorum, notice period (7 days) and minutes documentation.
  • AGM compliance: statutory timeline (within 6 months of FY close), quorum, notice (21 clear days) and resolutions.
  • Charges registration (CHG 1), allotment return (PAS 3) and beneficial ownership (BEN 2).
03

Ongoing governance compliance

  • Statutory registers maintenance: members, directors, charges, contracts, loans and investments.
  • Director KYC (DIR 3 KYC) annual filing and DIN compliance.
  • INC 20A (commencement of business), INC 22 (registered office) and other one time filings.
  • Dormant company status, strike off defence and restoration proceedings.
04

How AMLEGALS assists

  • Secretarial audit coordination and compliance gap identification.
  • Annual compliance calendar design and ROC filing management.
  • Board and AGM advisory: agenda, resolutions, minutes and statutory registers.
  • Compounding applications and ROC penalty response.
Answers

What clients ask before they commit.

Short, direct, on the record.

01Which companies require a secretarial audit in India?

Secretarial audit under Section 204 is mandatory for every listed company, every company with paid up share capital of INR 50 crore or more, and every company with turnover of INR 250 crore or more. All material subsidiaries of listed companies also require secretarial audit under SEBI LODR Regulations.

02What is the penalty for late filing of annual return?

Additional fees of INR 100 per day of delay apply for each form. Continued non filing for 3 years can lead to director disqualification under Section 164(2), strike off proceedings against the company and prosecution of the company and every officer in default.

03Can board meetings be held through video conferencing?

Yes. Board meetings can be held through video conferencing or other audio visual means under Section 173(2) and Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014. However, certain matters (financial statement approval, board report, prospectus) cannot be dealt with through video conferencing.

04What are secretarial standards?

ICSI (Institute of Company Secretaries of India) has issued SS 1 (Meetings of the Board of Directors) and SS 2 (General Meetings). Compliance with these secretarial standards is mandatory for all companies under Section 118(10) of the Companies Act, 2013.

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