Fill online: Secretarial audit report in Form MR-3, with model observations and qualifications

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Your details

End date of the audit period

Fills 4 places in the document.

Name of the Company

Fills 3 places in the document.

Registered office address of the Company

CIN of the Company

Provisions on which no opinion is expressed

Fills 2 places in the document. Appears later in the document.

List of the laws specifically applicable to the Company

Letters of the regulations not applicable

Events that did not occur, for example issue, buy-back or delisting

Stock exchanges on which listed

First observation, from Part C

Second observation, from Part C

Describe the material non-compliance: provision, facts, period, amount involved and consequence

Number of meetings held at shorter notice

Unanimously / with the requisite majority, and the views of dissenting members were captured and recorded in the minutes

First specific event, with approval dates and provisions

Second specific event, with approval dates and provisions

Name of the firm of Company Secretaries

Peer review certificate number

Name of the signing partner

Partner / Proprietor

ACS / FCS

Membership number of the signing partner

Certificate of practice number

UDIN

Place of signature

Date of the report

Physically / electronically / partly physically and partly electronically

Form filed late

Financial year of the late form

Date the late form was filed

Section prescribing the period

Reason for the late filing

Event-based form filed late

Event reported late

Date of the event reported late

Date the event-based form was filed

Number of days allowed for the event-based form

Provision for the event-based form

Form not filed

Event or period of the form not filed

Due date of the form not filed

Date by which the form will be filed

Date of creation of the charge

Name of the charge holder

Amount of the charge in Rs

Date of registration of the charge

Within the further period allowed by the proviso to section 77(1), with the additional fee / after condonation of the delay under section 87

Date of the earlier Board meeting

Date of the later Board meeting

Number of days between the meetings

Reason the meeting was delayed

Date of the meeting with late papers

Agenda items sent late

Type and date of the meeting with late minutes

Financial year of the late AGM

Date of the late AGM

Reason the audit was delayed

Nature of the related party transaction

Name of the related party (1)

Value of the transaction in Rs (1)

Audit Committee / Board

Date of ratification

Name of the related party (2)

Value of the transaction in Rs (2)

Name of the related party (3)

Approved by non-independent members of the Audit Committee / entered into without the prior approval of the members

CSR obligation in Rs

Financial year of the CSR shortfall

Unspent CSR amount in Rs

Date of transfer to the Unspent CSR Account

Reason for the delayed transfer

Unspent amount not relating to ongoing projects in Rs

Name of the Schedule VII fund

Date of transfer to the Schedule VII fund

Name of the CSR project

Outlay of the CSR project in Rs

Name of the independent director who ceased

Date of cessation of the independent director

One / no

Date the vacancy was filled

Date the woman director vacancy arose

Date the woman director vacancy was filled

Name of the woman director appointed

Name of the independent director concerned

Had not renewed registration in the independent directors’ databank / had not passed the online proficiency self-assessment test within two years of inclusion in the databank

Renewed the registration / passed the test

Date of the rescheduled separate meeting

Date the committee became improperly constituted

Date the committee was reconstituted

Name of the committee

Section requiring the committee composition

Name of the departing member

Date by which the evaluation will be completed

Company Secretary / Chief Financial Officer / Managing Director

Date the KMP vacancy arose

Date the KMP vacancy was filled

Name of the KMP appointed

Event disclosed late

Date of the event disclosed late

Date of the late disclosure

Nature of the entries missing from the database

Period of the database gap

Name of the stock exchange

Amount of the fine in Rs

Regulation breached

Quarter end of the fine

Paid / sought waiver of

Reason for the non-compliance

Number of designated persons

Reported the violations to the stock exchanges and levied the penalty prescribed by its code of conduct / not yet reported the violations as required

FEMA form filed late

Allotment or transfer reported late

Date of the allotment or transfer

Date the FEMA form was filed

Late submission fee in Rs

Amount accepted from the director in Rs

Name of the director

State of the Registrar

Date of the adjudication order

Amount of the penalty in Rs

Section defaulted

Paid / appealed against to the Regional Director

Records not produced

Period of the records not produced

Lost / held by the former management

Reason physical verification was not possible

This format has three parts: the report in Form MR-3 (Part A), the annexure on scope, responsibility and limitations that forms part of it (Part B), and a library of model observations with matching model explanations for the Board’s report (Part C). Form MR-3 as prescribed in 2014 lists SEBI regulations that have since been replaced; keep the structure and wording of the form, and name the regulations in force, as below. An individual practitioner replaces “we” with “I” throughout.

Part A. The report

FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED [End date of the audit period]
(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,
[Name of the Company]
[Registered office address of the Company]
CIN: [CIN of the Company]

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by [Name of the Company] (hereinafter called the “Company”). The secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts and statutory compliances and expressing our opinion thereon.

Option A (unmodified opinion). Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company, and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of the secretarial audit, we hereby report that in our opinion the Company has, during the audit period covering the financial year ended on [End date of the audit period] (the “Audit Period”), complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

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