Companies Act · Secretarial Audit

Secretarial Audit Under Section 204: Applicability and Preparation Checklist

Finin2min Compliance Desk·June 2026·7 min readMR-3

Secretarial audit is not only for catching late filings. It reviews whether governance, registers, board processes, approvals and statutory filings are aligned with law.

Section 204 base

Section 204 deals with secretarial audit for bigger companies and requires applicable companies to annex a secretarial audit report given by a company secretary in practice with the Board's report, subject to prescribed applicability.

Preparation checklist

AreaEvidence
Board and committee meetingsNotices, agenda, attendance and minutes.
Statutory registersMembers, directors, contracts, loans/investments and charges.
Annual filingsAOC-4, MGT-7/MGT-7A, DIR-3 KYC and event forms.
RPT/loan/investment approvalsSection 184, 188, 185, 186 support.
Secretarial standardsMeeting process compliance evidence.

Finance-team role

Finin2min warning

Secretarial audit cannot be prepared from MCA portal alone. Internal records, minutes and registers must support filings.
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Official sources used

This article is intentionally source-limited to official MCA / India Code material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.

FAQs

Which section covers secretarial audit?

Section 204 covers secretarial audit for bigger companies.

Who gives the secretarial audit report?

Section 204 refers to a report by a company secretary in practice.

Is secretarial audit only about ROC forms?

No. It also checks governance records, registers, approvals and statutory processes.