What Documents are Required for a Secretarial Audit in India? A Complete Checklist

The annual compliance cycle for a company in India can feel like navigating a complex maze. Among the many requirements, a secretarial audit stands out as a critical health check for your company’s governance and legal adherence. Preparing the extensive list of documents required for a secretarial audit can be a daunting task, but it doesn’t have to be. A secretarial audit is an independent verification process conducted by a Practicing Company Secretary to ensure your company complies with the numerous provisions of the Companies Act, 2013, and other relevant laws. Think of it not just as a legal formality, but as a proactive measure to strengthen your corporate governance framework and build stakeholder confidence. This article provides a detailed checklist of all the essential documents needed to help you stay prepared and ensure a seamless audit process.

Who Needs a Secretarial Audit in India?

Before diving into the documentation, it’s crucial to understand if your company falls under the mandatory requirement for a secretarial audit. As per Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, certain classes of companies must annex a secretarial audit report with their Board’s report. Understanding the secretarial audit requirements for companies India is the first step towards compliance.

The following companies are required to conduct a secretarial audit:

Every listed company.
Every public company having a paid-up share capital of ₹50 Crore or more.
Every public company having a turnover of ₹250 Crore or more.
Every company having outstanding loans or borrowings from banks or public financial institutions of ₹100 Crore or more.

While the mandate applies to these specific companies, many smaller private companies also voluntarily opt for a secretarial audit. This proactive approach helps them identify compliance gaps early, improve their governance standards, and enhance their credibility with investors, lenders, and other stakeholders.

The Ultimate Secretarial Audit Documents Checklist India

A secretarial audit is thorough and covers a wide range of corporate activities. The auditor will scrutinize your records to verify that all legal and procedural requirements have been met. To facilitate a smooth audit, it’s best to have all your documents organized and readily available. Here is the ultimate secretarial audit documents checklist India to guide you.

1. Core Corporate and Charter Documents

These are the foundational documents of your company that establish its existence, purpose, and internal regulations. They are the first set of essential documents for secretarial audit India that an auditor will request.

Certificate of Incorporation: The official document issued by the Registrar of Companies (ROC) that legally creates the company.
Memorandum of Association (MoA): The company’s charter document, which defines its objectives, scope of operations, and the relationship with the outside world.
Articles of Association (AoA): This document outlines the internal rules and regulations for the management of the company, including details about board meetings, shareholder rights, and the appointment of directors.
All Amendments: Any alterations made to the MoA and AoA over the years, along with the necessary approvals.
Certificate of Commencement of Business: Applicable for companies incorporated before the Companies (Amendment) Act, 2015.

2. Statutory Registers and Records

The Companies Act, 2013 mandates that every company must maintain certain registers at its registered office, and following the Best Practices for Managing Statutory Registers is essential. These registers are primary evidence of compliance and are meticulously reviewed during an audit. It is crucial to properly maintain documents for secretarial audit India.

Register of Members (Form MGT-1): Contains details of all shareholders, their shareholding, and the date they became or ceased to be members.
Register of Directors and Key Managerial Personnel (KMP): Lists the personal and professional details of all directors and KMPs, including their shareholding in the company.
Register of Charges (Form CHG-7): A record of all charges created on the company’s assets, such as mortgages or loans.
Register of Loans, Guarantees, Security, and Acquisition of Securities: Details of any loans made, guarantees given, or investments made by the company.
Register of Contracts or Arrangements in which directors are interested (Form MBP-4): A record of any contracts where a director has a personal interest.

3. Board, Committee, and General Meeting Records

These documents provide a trail of the company’s decision-making processes. They verify that all major corporate actions were taken with proper authority and in compliance with the law. The secretarial audit process documents India are critical for demonstrating good governance.

Board Meetings: Notices, detailed agendas, and signed minutes of all Board meetings held during the financial year.
Committee Meetings: Notices, agendas, and minutes for meetings of all mandatory committees like the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.
General Meetings: Notices, agendas, and signed minutes of all Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs).
Attendance Registers: Signed attendance sheets for all the above meetings.
Resolutions: Copies of all resolutions passed by the board, committees, or shareholders.

4. ROC Filings and Financial Statements

Regular filings with the Registrar of Companies (ROC) are a key compliance requirement. The auditor will verify that all mandatory forms have been filed accurately and on time.

Latest Audited Financial Statements: The complete set, including the Balance Sheet, Profit & Loss Account, and Cash Flow Statement.
Director’s Report and Auditor’s Report: The reports attached to the financial statements.
Annual Return (Form MGT-7/MGT-7A): A comprehensive snapshot of the company’s information as of the close of the financial year, and a key component of Annual Return Filing for Private Limited Companies.
Financial Statement Filings (Form AOC-4): The form used to file the company’s financial statements with the ROC.
Other E-forms: Copies of any other forms filed with the ROC during the audit period (e.g., for changes in directors, share capital, or registered office). You can verify filings on the Ministry of Corporate Affairs (MCA) portal.

5. Compliance with Other Applicable Laws

A secretarial audit’s scope extends beyond just the Companies Act. It also assesses compliance with other laws applicable to the company based on its industry and operations. The required secretarial audit documentation in India must cover these areas as well.

Tax Laws: GST Registration certificate and records of periodic return filings.
Labour Laws: PF and ESI registration details and challans for payment.
Foreign Exchange Regulations: Documents related to the Foreign Exchange Management Act (FEMA) for companies with foreign investment or overseas transactions.
Securities Laws: For listed companies, compliance documents related to SEBI regulations and listing agreements.
Sector-Specific Laws: Records of any industry-specific licenses and permits, such as FSSAI licenses for food businesses, environmental clearances for manufacturing units, etc.

How to Prepare Documents for a Secretarial Audit: A 4-Step Guide

Simply having the documents isn’t enough; they need to be organized and easily accessible. A systematic approach can make the audit experience significantly smoother for both your team and the auditor. Here is a simple guide on how to prepare documents for a secretarial audit.

Step 1: Digitize and Centralize

In today’s digital age, physical files are inefficient. Scan all your compliance documents and create a dedicated, secure digital folder on a cloud platform like Google Drive or Dropbox. Organize these files logically, creating sub-folders by financial year and then by document category (e.g., “Board Meetings FY 2023-24,” “ROC Filings FY 2023-24”). This makes retrieval instant and sharing with the auditor effortless.

Step 2: Maintain a Compliance Calendar

Proactive compliance is always better than reactive scrambling. Create a compliance calendar that tracks all important statutory due dates for meetings, filings, and returns. This helps you stay ahead of deadlines and ensures that documentation like meeting minutes and regulatory forms are prepared well in advance, not at the last minute.

Step 3: Conduct Internal Pre-Audits

Don’t wait for the official auditor to find gaps. Use the checklist provided in this article to conduct your own internal review every quarter. This “pre-audit” will help you identify missing documents, unsigned minutes, or delayed filings, giving you ample time to rectify these issues before the actual audit begins.

Step 4: Appoint a Single Point of Contact (SPOC)

To avoid confusion and delays, designate one knowledgeable person from your team (often someone from the finance or legal department) to be the Single Point of Contact (SPOC). This person will be responsible for coordinating with the Practicing Company Secretary, understanding their requirements, and providing all necessary documents in a timely manner. This streamlines communication and makes the entire process more efficient.

Conclusion

A successful secretarial audit is a direct result of meticulous record-keeping and proactive preparation throughout the year. While it may seem like a significant undertaking, being organized not only ensures you meet your legal obligations but also showcases strong corporate governance. This, in turn, builds immense trust and confidence among your investors, lenders, and customers. By following the comprehensive checklist and preparation guide, you can transform the audit from a stressful obligation into a valuable opportunity to strengthen your company’s compliance framework.

Feeling overwhelmed by the list of documents required for a secretarial audit? Don’t let compliance complexities slow your business down. TaxRobo’s team of experts can help you organize your documentation and manage the entire secretarial audit process. Contact us today for a hassle-free compliance experience!

Frequently Asked Questions (FAQs)

Q1: What is the penalty for non-compliance with secretarial audit requirements in India?

A: As per the Companies Act, 2013, if a company or any officer of the company or the company secretary in practice is in default, they shall be liable to a penalty which may extend to two lakh rupees.

Q2: How long should we maintain documents for a secretarial audit in India?

A: According to the Companies Act, books of account and statutory registers should generally be preserved for a minimum of eight financial years immediately preceding the current year. It is a highly recommended best practice to maintain documents for a secretarial audit in India for at least this period to ensure you are covered for any scrutiny.

Q3: Can a small private limited company conduct a secretarial audit?

A: Yes. While it is not mandatory for most small private companies, they can voluntarily opt for a secretarial audit. It is an excellent practice for strengthening corporate governance, identifying non-compliances before they become major issues, and building confidence among potential investors and lenders.

Q4: Who is qualified to conduct a secretarial audit?

A: Only a member of the Institute of Company Secretaries of India (ICSI) who holds a valid certificate of practice (commonly known as a Practicing Company Secretary or PCS) is qualified to conduct a secretarial audit and prepare the secretarial audit report in Form MR-3. This highlights The Role of a Company Secretary in Corporate Governance within the company’s compliance framework.

Documents Required for Secretarial Audit: The Checklist