What secretarial audit examines
Secretarial audit is an independent review of a company's compliance with corporate law and related regulatory requirements — not its financial statements. It covers areas like ROC filings, board and shareholder meeting procedures, statutory register maintenance, and compliance with applicable SEBI regulations for listed entities.
Who is required to get one
Secretarial audit is mandatory for certain classes of companies based on criteria such as paid-up share capital, turnover, or borrowings, and for all listed companies. Companies below those thresholds aren't required to, though some choose to as a governance best practice, particularly ahead of a fundraising round or significant transaction where investors may specifically look for it.
How it differs from statutory financial audit
A statutory audit examines whether the financial statements present a true and fair view. Secretarial audit examines whether the company has actually followed the correct legal process — the right approvals obtained, the right filings made on time, the right registers maintained — independent of whether the financial numbers themselves are accurate.
What a secretarial auditor typically flags
- Board or shareholder approvals that were required but not properly obtained or documented
- ROC filings made late, or not made at all
- Statutory registers that are incomplete or not kept current
- Related-party transactions not processed through the required approval mechanism
Why this matters even if not mandatory for your company
Corporate governance gaps of exactly this kind are among the most common issues surfaced during investor due diligence. A voluntary secretarial audit, or at minimum a periodic internal review against the same checklist, can catch these gaps well before they become a diligence finding during a funding round.
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