Secretarial Audit Report (MR-3)

FORM No. MR-3 — SECRETARIAL AUDIT REPORT

For the financial year ended 31st March [YYYY], pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

To,
The Members,
[Company Name] ([CIN])
[Registered Office Address]

I/We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by [Company Name]. The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained, and on the information provided during the conduct of the audit, I hereby report that in my opinion the Company has, during the audit period, complied with the statutory provisions listed hereunder:

I have examined the books, papers, minute books, forms and returns filed under:

1. The Companies Act, 2013 and the rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 and rules thereunder;
3. The Depositories Act, 1996 and regulations thereunder;
4. FEMA, 1999 to the extent of FDI, ODI and ECB;
5. The Regulations and Guidelines prescribed under the SEBI Act, 1992 [as applicable];
6. [Other laws specifically applicable to the industry, e.g. Factories Act / labour laws].

I have also examined compliance with the applicable Secretarial Standards (SS-1 and SS-2) issued by ICSI and the Listing Regulations [where applicable].

OPINION: During the period under review the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines mentioned above, subject to the following observations/qualifications: [State qualifications / Nil].

I further report that the Board is duly constituted, adequate notice was given for Board meetings, and decisions were carried through with the required majority. Adequate systems and processes commensurate with the size and operations exist to monitor and ensure compliance with applicable laws.

[Name], Company Secretary in Practice
FCS/ACS No.: [____]   C.P. No.: [____]   UDIN: [________]
Place: [City]   Date: [DD/MM/YYYY]

Compliance note: Secretarial Audit under Section 204 is mandatory for every listed company and prescribed classes of public companies (paid-up capital of ₹50 crore or more, or turnover of ₹250 crore or more, or outstanding borrowings of ₹100 crore or more). The report in Form MR-3 must be annexed to the Board’s Report.