Regulation 24A: Secretarial Audit and the Annual Compliance Report

Regulation 24A explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

Regulation 24A produces two documents, and they are routinely treated as one.

The secretarial audit report is an annexure to the annual report, covering the company's compliance with corporate laws generally. The annual secretarial compliance report is a separate filing with the stock exchange, covering compliance with SEBI regulations specifically, on its own deadline.

Filing one does not discharge the other.

Every listed entity and its material unlisted subsidiaries incorporated in India must have a secretarial audit by a practising company secretary, with the report annexed to the annual report. Separately, the listed entity files an annual secretarial compliance report with the stock exchanges within 60 days of the end of the financial year.

The two documents

The compliance report is the tighter of the two in subject matter and the tighter in timing. Sixty days from 31 March is 30 May — before most companies have finalised their annual report, and often before the annual audited results are filed.

That sequencing is the point companies most often miss. The compliance report cannot wait for the annual report cycle.

What the secretarial audit covers

The audit examines whether the entity has complied with the corporate law framework applicable to it — the Companies Act and rules, the securities laws including the Listing Regulations, the insider trading regulations, the takeover code and the ICDR and buy-back regulations where applicable, the depositories framework, FEMA to the extent of foreign direct investment and overseas direct investment, and the industry-specific laws applicable to the company's business.

It also looks at whether the board processes are adequate: whether the board is duly constituted, whether adequate notice was given for meetings, whether an agenda and detailed notes were sent within the prescribed time, and whether the systems in place are adequate to monitor compliance.

Qualifications and observations in the report are the operative part. A qualification in a secretarial audit report sits in the annual report where shareholders and analysts read it, and a recurring qualification says something about the company's response to being told.

The material subsidiary limb

Secretarial audit extends to material unlisted subsidiaries incorporated in India.

Both qualifiers matter:

Material — the 10% income-or-net-worth test. A subsidiary below it is outside the requirement. Material subsidiaries →

Incorporated in India — a foreign material subsidiary is outside, because a practising company secretary's mandate is anchored to Indian corporate law.

The subsidiary's secretarial audit report is annexed to the listed entity's annual report, which is what brings a subsidiary's compliance record into the parent's public disclosure.

What the compliance report tests

The annual secretarial compliance report is narrower and more pointed. It reports on whether the listed entity has complied with the SEBI regulations that apply to it, and it names them: the Listing Regulations, the insider trading regulations, the takeover code, the ICDR regulations, the buy-back regulations, the share based employee benefits regulations, the delisting regulations and others where applicable.

It also records:

• deviations and non-compliances, with the details;
• actions taken by SEBI or the stock exchanges against the entity, its promoters, directors or material subsidiaries — including fines, warnings, debarment and adjudication;
• observations from the previous year's report, and the compliance status of the actions taken on them.

That last item makes the report cumulative. A finding raised last year and not addressed appears again, with the fact of its non-resolution on the record.

Who can issue these reports

A company secretary in practice, holding a valid certificate of practice. The engagement is with the individual or firm, and the report is signed with the membership and certificate of practice numbers and the applicable identification number under ICSI norms.

The reports are, in substance, an independent compliance opinion. Where the same firm provides other services to the company, the independence question is the same one that arises for any other assurance provider, and it should be considered before appointment rather than after a finding.

Key takeaways

• Two documents, two deadlines. One does not discharge the other.
• The compliance report is due within 60 days of the financial year end — ahead of the annual report.
• Secretarial audit extends to material unlisted Indian subsidiaries only.
• The subsidiary's report is annexed to the parent's annual report.
• The compliance report is cumulative — last year's unresolved observations reappear.
• Regulatory actions against promoters and directors are reported, not only against the company.
• Only a practising company secretary may issue either report.

Read next

• Regulation 24: Material Subsidiaries and Their Governance
• Regulation 27: The Quarterly Corporate Governance Report
• Regulation 34: The Annual Report and BRSR
• Regulation 33: Financial Results and Their Deadlines

Disclaimer: Positions stated as on 5 September 2026. Verify the current text of Regulation 24A and the prescribed report formats on sebi.gov.in before relying on any of this.