16 Jan
16Jan

In today’s corporate environment, regulatory compliance and good governance are no longer optional — they are essential for business credibility and sustainability. One of the most important tools for ensuring this is the secretarial audit. It acts as an independent check on whether a company is complying with corporate laws, governance standards, and regulatory requirements.

For Indian companies operating under the Companies Act, 2013 and related regulations, secretarial audit plays a vital role in promoting transparency, accountability, and stakeholder confidence.


What Is a Secretarial Audit?

A secretarial audit is a systematic examination of a company’s compliance with applicable laws, rules, regulations, and procedures relating to corporate governance and secretarial standards. It is conducted by a qualified practising company secretary.


Unlike financial audits, which focus on financial statements, a secretarial audit evaluates whether the company has complied with:


  • The Companies Act, 2013 and related rules
  • SEBI regulations (for listed entities)
  • FEMA and other applicable economic laws
  • Secretarial Standards issued by ICSI
  • Corporate governance norms and board processes

The outcome is a Secretarial Audit Report, which highlights compliance status, observations, and areas of improvement.


Understanding Secretarial Audit Applicability

Secretarial audit applicability is defined under Section 204 of the Companies Act, 2013 and related rules. It is mandatory for:

  • All listed companies
  • Public companies with a paid-up share capital of ₹50 crore or more
  • Public companies with a turnover of ₹250 crore or more

Certain private companies may also be required to conduct a secretarial audit based on specific regulatory conditions or sectoral laws.Understanding applicability is crucial because failure to conduct a required secretarial audit can lead to penalties, regulatory scrutiny, and reputational risk.


Why Secretarial Compliance Matters

Secretarial compliance refers to a company’s adherence to legal and procedural requirements throughout the year — not just at audit time. This includes timely filings, proper maintenance of statutory registers, accurate board procedures, and compliance with disclosure norms.Strong secretarial compliance ensures:

  • Reduced risk of penalties and legal action
  • Improved corporate governance and ethical standards
  • Greater transparency for investors and stakeholders
  • Smoother regulatory interactions and inspections

In essence, compliance protects both the company and its leadership.


Benefits of Conducting a Secretarial Audit

1. Early Identification of Compliance Gaps

A secretarial audit helps identify non-compliances or procedural lapses before they escalate into legal issues.

2. Strengthening Governance Frameworks

It ensures that board processes, committee structures, and decision-making frameworks align with regulatory expectations.

3. Enhancing Stakeholder Trust

Transparent compliance builds confidence among investors, lenders, regulators, and business partners.

4. Risk Mitigation

By ensuring that legal requirements are consistently followed, companies reduce exposure to regulatory and reputational risks.


How ASC Group Supports Secretarial Audit and Compliance

ASC Group provides comprehensive secretarial compliance advisory services to companies across sectors. Their approach combines technical expertise with practical business understanding.ASC Group supports organisations by:


  • Assessing secretarial audit applicability and legal obligations
  • Conducting independent and objective secretarial audits
  • Identifying compliance gaps and recommending corrective actions
  • Assisting with implementation of secretarial compliance frameworks
  • Supporting management during regulatory reviews and inspections

By partnering with ASC Group, businesses gain clarity, consistency, and confidence in managing their corporate compliance responsibilities.


Common Challenges Companies Face

Many companies struggle with:

  • Keeping up with frequent regulatory changes
  • Managing multiple compliance deadlines
  • Maintaining accurate statutory records
  • Ensuring proper board and committee processes
  • Understanding evolving governance standards

These challenges increase the risk of unintentional non-compliance. A structured compliance approach and expert support help overcome these issues effectively.


Building a Culture of Compliance

True compliance is not about ticking boxes — it is about embedding lawful and ethical behaviour into the organisation’s culture.Companies can build this culture by:

  • Educating directors and senior management on legal responsibilities
  • Establishing clear internal compliance processes
  • Conducting periodic internal reviews
  • Seeking expert guidance when needed
  • Treating compliance as a strategic priority rather than an administrative burden

This mindset transforms compliance into a business strength.


Conclusion

Secretarial audit is a powerful tool for ensuring legal compliance, corporate transparency, and good governance. By understanding secretarial audit applicability, maintaining strong secretarial compliance, and conducting regular audits, businesses can protect themselves from regulatory risks and build long-term trust.

With the support of experienced advisors like ASC Group, organisations can navigate complex compliance requirements with confidence and focus on sustainable growth while maintaining the highest standards of integrity.

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