- Secretarial Audit under the Companies Act, 2013
- Due Diligence
- RTA Audit
1. Secretarial Audit under the Companies Act, 2013
Secretarial Audit Services
A Secretarial Audit is an independent verification of a company’s compliance with the provisions of the Companies Act, 2013, Securities Laws, Secretarial Standards, FEMA regulations, and other applicable corporate laws. It helps organizations identify compliance gaps, strengthen governance practices, and reduce regulatory risks.
At MMJC & Co., we conduct Secretarial Audits that go beyond a compliance checklist. Our reports are built to withstand regulatory scrutiny, give the Board a clear and honest picture of governance gaps, and protect the company — and its officers — from the cost of non-compliance.
What Our Secretarial Audit Covers
- Compliance verification under the Companies Act, 2013 and rules made thereunder
- Compliance under FEMA to the extent of Foreign Direct Investment, Overseas Direct Investment, and External Commercial Borrowings
- Secretarial Standards issued by the ICSI (SS-1 and SS-2)
- Other laws specifically applicable to the company, based on its industry and sector
- Board processes, Board and Committee composition, and adherence to good governance practices
- Preparation and certification of Form MR-3 (the Secretarial Audit Report)
- Annual Secretarial Compliance Report under Regulation 24A of SEBI (LODR) Regulations, for listed entities
Who Needs a Secretarial Audit
Under the Companies Act, 2013, Secretarial Audit is mandatory for:
- Every listed company
- Public companies with paid-up share capital of ₹50 crore or more
- Public companies with turnover of ₹250 crore or more
- Companies with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more
Even where not mandatory, many private and unlisted companies engage MMJC for a voluntary secretarial audit as part of good governance practice, ahead of fundraising, or as a lender/investor requirement.
2. Due Diligence Services
Due Diligence Services
Business decisions such as mergers, acquisitions, investments, strategic partnerships, and funding require accurate information and a thorough understanding of legal and compliance risks. MMJC conducts detailed legal, secretarial, and corporate due diligence to evaluate the compliance status, governance framework, statutory records, and regulatory history of the target entity.
We work with investors, acquirers, lenders, and target companies themselves, delivering due diligence reports that are precise, evidence-backed, and written to be understood by decision-makers.
What Our Due Diligence Covers
- Corporate Due Diligence
- Secretarial Due Diligence
- Legal Compliance Review
- ROC Filing Verification
- Share Capital Verification
- Board and Shareholder Records Review
- FEMA Compliance Review
- Labour Law Compliance Review
- Transaction Support and Risk Assessment
When You Need Due Diligence
- Ahead of a fundraise — equity, debt, or structured finance
- Mergers, acquisitions, and slump sales
- Pre-IPO and listing preparation
- Onboarding a new investor or strategic partner
- Lender-mandated diligence before sanctioning credit
- Internal governance reviews and board-mandated audits
3. RTA (Registrar and Transfer Agent) Audit
RTA Audit Servicess
Registrar and Transfer Agents (RTAs) play a vital role in maintaining investor records and facilitating share transfer activities. Regular RTA Audits help ensure compliance with SEBI regulations, strengthen investor servicing processes, and enhance operational efficiency.
MMJC provides independent RTA Audit Services to evaluate the effectiveness of operational controls, statutory compliance, investor grievance mechanisms, and adherence to SEBI guidelines.
What Our RTA Audit Covers
- Compliance under the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
- Internal audit of systems, processes, and controls, including investor grievance redressal (SCORES) mechanisms
- Verification of unclaimed and unpaid dividend/interest processing
- Dematerialization and rematerialization process checks
- Data security, cybersecurity, and cyber resilience framework compliance, as mandated by SEBI circulars
- Half-yearly and periodic internal audit reporting to SEBI/Depositories as applicable
- Review of Standard Operating Procedures (SOPs) against actual operational practice
Who Needs an RTA Audit
Every SEBI-registered Registrar and Share Transfer Agent is required to undergo periodic internal audits by a practicing Company Secretary or Chartered Accountant, as mandated by SEBI regulations and circulars, with reports filed with SEBI and the depositories.
