Secretarial Audit (MGT-8) – Ensuring Legal & Corporate Compliance

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Basic Plan

₹ 4,499
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Change within Same ROC & State

  • Legal Consultation for Address Change
  • Drafting of Rental Agreement
  • Filing Form INC-22 for Change of Address
  • Electronic Confirmation of Address Change

Standard Plan

₹ 11,999
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Distinct ROCs within a Single State

  • Legal Consultation for Address Change
  • Drafting of Special Resolution for Shareholder's Approval (if required)
  • Filing Form MGT-14 for Special Resolution (if required)
  • Drafting of Rental Agreement
  • Filing Form INC-22 for Change of Address
  • Electronic Confirmation of Address Change

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₹ 26,999
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Change outside the state

  • Legal Consultation for Address Change
  • Drafting of Special Resolution for Shareholder's Approval (if required)
  • Filing Form MGT-14 for Special Resolution
  • Drafting of Rental Agreement
  • Assistance with Newspaper Advertisement
  • Filing of Form INC-23
  • Filing Form INC-28 for Interstate Address Change (if applicable)
  • Electronic Confirmation of Address Change

What is Secretarial Audit (MGT-8)?

A Secretarial Audit is a detailed examination of a company’s compliance with various laws, rules, and regulations. It ensures that companies adhere to the Companies Act, 2013, SEBI Regulations, and other applicable laws.

Form MGT-8 is a certification issued by a Company Secretary (CS) after conducting a Secretarial Audit, confirming that the company complies with statutory requirements.

Why is Secretarial Audit Important?

  • Ensures corporate governance and transparency.
  • Helps companies avoid penalties and legal risks.
  • Builds trust among investors and stakeholders.
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Process for Conducting a Secretarial Audit (MGT-8)

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  • The company must appoint a PCS to conduct the Secretarial Audit.
  • The Board of Directors must approve the appointment.

Choose a CS with experience in corporate compliance to ensure an accurate audit.

  • Company Registration Documents (MOA, AOA, CIN details).
  • Minutes of Board & General Meetings.
  • Statutory Registers & ROC Filings (MGT-7, AOC-4, etc.).
  • Shareholding & Director Details.
  • SEBI, RBI, FEMA Compliance Reports (if applicable).

Companies must maintain digital records for audit compliance.

  • The PCS reviews company records, filings, and legal compliance status.
  • Identifies pending compliance issues, risks, and gaps.
  • Prepares a draft Secretarial Audit Report highlighting:
      • Any delayed or incorrect filings.
      • Non-compliance with Companies Act, SEBI rules, or FEMA guidelines.

Companies should conduct internal compliance checks before the Secretarial Audit to avoid last-minute issues.

  • After verification, the Company Secretary certifies compliance by issuing Form MGT-8.
  • The report confirms that the company has followed all applicable laws.

SEBI now requires Secretarial Auditors to mention any non-compliance related to corporate governance in MGT-8.

  • Attach MGT-8 to the company’s Board Report in the Annual Return.
  • File the Board Report and MGT-8 with ROC via MGT-7.
  • The Company Secretary retains a copy of MGT-8 for audit records.

Companies must ensure MGT-8 is filed before the deadline to avoid penalties.

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Due Dates & Penalties for Non-Compliance in Secretarial Audit (MGT-8)

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Note: SEBI may suspend trading of listed companies that fail to submit Secretarial Audit reports.

Common Mistakes to Avoid in Secretarial Audit

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Not appointing a Company Secretary before the audit deadline.

Incomplete or missing company records (statutory registers, resolutions, etc.).

Failure to attach MGT-8 to the Board Report.

Ignoring SEBI and FEMA compliance for applicable companies.

Conducting an internal audit before MGT-8 filing helps in avoiding compliance failures.

Frequently Asked Questions

What is a Secretarial Audit?

A Secretarial Audit is a compliance audit conducted by a practicing Company Secretary to assess and verify a company's adherence to various statutory and regulatory requirements.

What is Form MGT-8?

Form MGT-8 is a certification by a company secretary in practice, filed along with the board’s report under Section 134(3) of the Companies Act, 2013, certifying compliance with all applicable statutory requirements by a company.

Which companies are required to obtain a Secretarial Audit Report?

Listed companies, public companies having a paid-up share capital of 50 crore INR or more, or public companies with a turnover of 250 crore INR or more are required to obtain and file a Secretarial Audit Report.

What laws and regulations does the Secretarial Audit cover?

The audit covers compliance with the Companies Act, 2013, Depositories Act, 1996, Foreign Exchange Management Act (FEMA), securities laws, and other applicable regulations.

Who can conduct a Secretarial Audit?

Only a practicing Company Secretary is authorized to conduct a Secretarial Audit and issue the Form MGT-8.

What is the purpose of Form MGT-8?

Form MGT-8 aims to certify the company’s compliance with all the applicable provisions of statutory and regulatory requirements, ensuring transparency and accountability in corporate governance.

When should Form MGT-8 be filed?

Form MGT-8 should be filed annually, along with the company’s board report, before the due date of holding the Annual General Meeting (AGM).

What are the consequences of non-compliance in filing Form MGT-8?

Failure to comply with the filing requirements of Form MGT-8 can lead to penalties for the company and its officers, which may include fines or imprisonment.

Can Form MGT-8 be filed online?

Yes, Form MGT-8 can be filed online through the Ministry of Corporate Affairs (MCA) portal along with the annual return and other required documents.

What should a company do if discrepancies are found during the Secretarial Audit?

If discrepancies or non-compliance issues are identified during the Secretarial Audit, the company should take immediate corrective measures and disclose such discrepancies in the Board’s report along with the auditor’s report.