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Section 204 of the Companies Act 2013: Secretarial Audit for Bigger Companies

SECTION-204 (Secretarial Audit for Bigger Companies) under CHAPTER-XIII (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013

(1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board’s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed.

(2) It shall be the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company.


(3) The Board of Directors, in their report made in terms of sub-section (3) of section 134, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report under sub-section (1).

(4) If a company or any officer of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default, shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.







Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link


(2) Section 204 of the Companies Act 2013 was notified by MCA Notification S.O. 902(E) dated 26th March 2014 (w.e.f. 1st April, 2014) - link

(3) Relevant rule(s) of the Companies (Appointment and Remuneration of Managerial PersonnelRules, 2014 (w.e.f. 1st April, 2014) - link
  • Rule 9 - Secretarial Audit Report [Form No. MR.3]
[Also check amendments, if any, to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]






This page was last updated on 24th April, 2017.

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