Secretarial Audit Applicability Checker — Section 204

Q: Is secretarial audit required for private companies?

Generally not under the standard thresholds, which are framed around listed and public companies — check current notifications for any specific private-company categories that may be separately covered.

Q: What triggers secretarial audit for a public company?

Paid-up capital ≥₹50 crore, turnover ≥₹250 crore, or outstanding loans/borrowings ≥₹100 crore from banks or public financial institutions — any one of these independently triggers the requirement.

Check secretarial-audit applicability

Measure the relevant financial figures as required by Rule 9 and the latest audited statements/point-in-time rule.

Secretarial audit

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Report

MR-3

How This Is Calculated

Secretarial audit is mandatory for every listed company, and for public companies meeting paid-up capital of ₹50 crore or more, turnover of ₹250 crore or more, or outstanding loans/borrowings of ₹100 crore or more from banks/public financial institutions.

Frequently Asked Questions

Is secretarial audit required for private companies? ▼

What triggers secretarial audit for a public company? ▼

Evidence and verification checklist

Confirm the current, in-force text governing Secretarial Audit Applicability Checker — Section 204 on the official source linked above - the summary on this page is an implementation aid, not a substitute for it.
Record the exact event/transaction date, since the applicable version of the law, form or threshold can change between the date of the underlying event and today.
Preserve the primary documents (notices, applications, orders, acknowledgements) that would let a reviewer reconstruct how the facts were classified and what was actually done.
Check for a State-specific rule, later amendment or binding judicial decision that may modify how this applies on your facts.

Before relying on this page

This page is a structured implementation summary, not the operative legal text. Portal or process acceptance of a filing does not by itself establish legal compliance - the underlying classification, authority, evidence and timeline still have to be independently correct. Where the facts are contested, high-value, or time-barred if delayed, verify the current position with the official source and, where appropriate, a qualified professional before acting.

Methodology, assumptions and sources

Scope: Checks secretarial audit applicability under Section 204 of the Companies Act, 2013, based on company type and size thresholds.

Calculation logic

Mandatory for every listed company, and for every public company having paid-up share capital ≥ ₹50 crore or turnover ≥ ₹250 crore, per the currently prescribed thresholds under Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

Also mandatory for a company having outstanding loans/borrowings from banks or public financial institutions ≥ ₹100 crore or more, per the current threshold extension covering high-leverage companies regardless of listing/capital/turnover status.

Where none of these thresholds are met, secretarial audit is not mandatory, though a company may voluntarily obtain one.

Inputs and assumptions

Threshold figures follow the currently prescribed Rule 9 figures — these have been revised (including the addition of the outstanding-borrowings criterion) since the provision's original introduction.

Applies to public companies (listed or unlisted) and companies meeting the borrowing threshold regardless of public/private status — private companies not meeting the borrowing threshold are generally outside the mandatory scope, which the checker applies based on the company type and figures entered.

Exclusions and edge cases

Secretarial audit must be conducted by a practising Company Secretary — this checker addresses applicability only, not the appointment process or audit scope, which are separate procedural/professional matters.

Material subsidiaries of a listed company also have specific secretarial audit requirements under SEBI LODR regulations, a separate (securities-law) requirement not covered by this Companies Act Section 204-specific checker.

Sources

Review status: reviewed and approved by CA Nikhil Gupta on 8 July 2026.