Secretarial audit meaning in simple words: the rule-book check
Secretarial audit: a yearly check by an outside company secretary of whether a company has followed company law, SEBI rules and other laws, rather than its numbers.
The story
two people, one chai stall
June 2026. A practising company secretary is reading through the board's minute books.
SameerAnother auditor? The accountants only just left.
RiyaDifferent job. The statutory auditor checks our numbers. The secretarial auditor checks whether we followed company law and SEBI's rules.
SameerLike what?
RiyaDid the board meet at least four times? Do we have our independent directors? Did the audit committee approve the ₹6 crore of milk we buy from your sister's dairy?
SameerIt did. At market rates, too.
RiyaGood, because that's a related-party deal. It's under the "material" line, so no shareholder vote was needed. They'll check that as well.
SameerWho picks the auditor?
RiyaSince April 2025, shareholders approve them at the AGM, on the board's recommendation. One person can serve a single five-year term. Their report goes into our annual report, and the board must explain any remark they make.
SameerSo no quietly skipping a board meeting.
RiyaNot one.
The grown-up version
same idea, exact words
A secretarial audit is an audit, by a company secretary in practice, of a company's compliance with the Companies Act, securities laws, other applicable laws and secretarial standards. Section 204 requires every listed company and prescribed classes of other companies to annex the secretarial audit report to the Board's report, and the Board must explain any qualification or remark in full. Under Regulation 24A of SEBI LODR, as amended in December 2024, a listed entity's secretarial auditor must be a peer-reviewed company secretary, appointed by shareholders at the AGM on the Board's recommendation: an individual for at most one term of five consecutive years, a firm for at most two, each followed by a five-year gap. These rules apply from 1 April 2025. Listed entities also file an annual secretarial compliance report with the stock exchanges within 60 days of the year end.
Which rule asks for itSection 204, Companies Act, 2013; Regulation 24A, SEBI (LODR) Regulations, 2015 (as amended by the Third Amendment Regulations, 2024).
Spot it in the wild
a real annual report, a real page
- A peer-reviewed firm of company secretaries is the secretarial auditor, for five years in a row.
- Shareholders approved the appointment at the 2025 AGM, as the new SEBI rule requires.
Don't mix it up
the usual confusions
Secretarial audit ≠ statutory audit
The statutory auditor, a chartered accountant, checks the accounts. The secretarial auditor, a company secretary, checks whether the rules were followed.
Secretarial audit ≠ Company Secretary
The Company Secretary is an employee and one of the KMP. The secretarial auditor is an outsider who checks the company's work, including the Company Secretary's.
Secretarial audit ≠ secretarial compliance report
The secretarial audit report goes in the annual report. The secretarial compliance report is a separate yearly filing to the stock exchanges on SEBI rules.
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सचिवीय ऑडिट (सेक्रेटेरियल ऑडिट)
सेक्रेटेरियल ऑडिट वह सालाना जाँच है जिसमें बाहर का कंपनी सेक्रेटरी देखता है कि कंपनी ने कंपनी क़ानून, SEBI के नियम और दूसरे क़ानून माने या नहीं।