A statutory auditor's interest in secretarial compliance is narrower than a company secretary's: it is about using board meeting frequency, statutory register maintenance and ROC filing timeliness as evidence of the company's overall compliance culture, which feeds directly into risk assessment and into several CARO and Companies Act reporting points. The checklist below covers what to look at and why it matters for the financial statement audit, not a full secretarial audit, which is a separate professional exercise performed by a company secretary.
Why a statutory auditor cares about this at all
A company that is late filing its annual return, has not held the minimum number of board meetings, or keeps statutory registers that are months out of date is very often also the company where approvals for related party transactions were taken after the fact, where loan terms were never formally sanctioned, and where the control environment generally is weaker than the financial statements alone suggest. Secretarial compliance is a leading indicator, read quickly, that should influence how much the auditor trusts documentation produced elsewhere in the file.
Board meeting frequency and conduct
The Companies Act prescribes a minimum number of board meetings in a year and a maximum gap between consecutive meetings, with modified requirements for certain categories of company. The exact numbers should be confirmed against the current Act rather than assumed, since thresholds differ by company type and have been subject to relaxation in some circumstances.
- Obtain the list of board meetings held during the year with dates, and check the gap between consecutive meetings against the statutory maximum.
- Check attendance records against the quorum requirement for each meeting.
- Confirm notice periods for meetings were met, or that a shorter notice was used only where the Act permits it and the required consents were obtained.
- Review whether key approvals the auditor relies on elsewhere in the file, such as related party transaction approvals or borrowing authorisations, were actually taken at a properly constituted meeting and not inferred from a circular resolution that was never followed up with ratification where required.
Statutory registers
Companies are required to maintain a set of statutory registers, including registers of members, of charges, of directors and key managerial personnel, and of loans, guarantees and investments, among others. A statutory auditor does not need to audit every register exhaustively, but should check that the registers an auditor would reasonably rely on for cross-referencing exist, are current, and agree with what is recorded in the financial statements.
| Register | Why the auditor cares |
|---|---|
| Register of charges | Should agree with secured borrowings in the financial statements and with charges actually registered with the Registrar; a mismatch points to an unregistered charge or a repaid loan whose charge was never released |
| Register of loans, guarantees, security and investments made | Directly supports the CARO reporting point on loans and investments, and should reconcile to the loan ledger tested as part of that work |
| Register of related party contracts and arrangements | Cross-checks against the related party disclosures and approvals tested separately |
| Register of directors and key managerial personnel, and their shareholding | Supports related party identification and managerial remuneration computation |
ROC filing timeliness
Annual filings such as the financial statements filing and the annual return, and event-based filings such as changes in directors, charges, or allotments, each carry statutory due dates and additional fees or penalties for delay. A pattern of late filings across several years is a stronger signal than a single late filing explained by a specific event.
- 01Pull the company's filing history from the registryMost of this is publicly available. Build a simple timeline of filing due dates against actual filing dates for the last few years, not just the year under audit.
- 02Separate routine delay from substantive non-complianceA filing made a few days late with the additional fee paid is a minor administrative lapse. A charge that was created but never registered, or an allotment never filed at all, is a more serious compliance failure with potential legal consequences for the company and its officers.
- 03Check for consistency with what management told the auditorIf management represents that all filings are up to date and the registry shows otherwise, treat this as a broader reliability signal about management representations generally, not just about this one filing.
An unregistered or unreleased charge is easy to miss because it does not show up as a discrepancy in the financial statements themselves, only in a cross-check against the registry. It matters because an unregistered charge can affect the lender's security position and because a charge shown as satisfied in the company's books but still open on the registry is the kind of gap a regulator or a prospective lender will find immediately.
What this is not
This checklist does not substitute for a secretarial audit, which larger companies are separately required to obtain from a practising company secretary and which goes into considerably more depth on compliance with the Companies Act, SEBI regulations where applicable, and other specific statutes. Where a secretarial audit report exists, the statutory auditor should read it and factor any qualification into risk assessment, rather than duplicating that work independently.
Regulatory requirement
The minimum number of board meetings, the statutory registers required to be maintained, the applicability of secretarial audit, and the due dates and penalties for ROC filings are all set out in the Companies Act and rules made under it, and vary by company category. Confirm the current thresholds and requirements against the Act and rules in force before relying on anything summarised in this checklist.
How we think about this
Reconciling a register of charges against the registry, or building a filing-date timeline against statutory due dates, is a matching exercise that is more reliable done completely than sampled. What that exercise is for is forming a judgement about compliance culture, and that judgement, including how much it should change the auditor's reliance on management representations elsewhere in the file, stays with the auditor.
This is practical guidance written for audit teams, not an authoritative statement of any standard or statute. Standards, forms and timelines change. Check the current text issued by the ICAI and the relevant authority before relying on anything here in an audit file.
Related resources
- CARO & Companies ActCARO 2020 reporting checklist for statutory auditorsThe topic areas CARO reporting covers, what evidence each one needs, and how the clauses fit together across the audit file.
- CARO & Companies ActBooks of account compliance under the Companies ActWhat proper books of account require under the Companies Act, the audit-trail-software requirement, and how to test whether it is actually switched on.
- CARO & Companies ActCARO whistleblower and fraud reporting clausesThe auditor's reporting responsibility on fraud noticed and whistle-blower complaints received, and how to document the enquiry behind it.
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- Purchase register checkDuplicate payments, round-sum amounts, weekend-dated invoices, incomplete records.
- GSTR-2B reconcilerMatches your purchase register against GSTR-2B — missing invoices either side, amount mismatches.
- Bank reconciliation checkerMatches your cash book against a bank statement — what's outstanding on each side.
- Fixed asset register checkDuplicate asset codes, missing location or useful life, negative net book value.
- Payroll red-flag scannerBank accounts shared across employees, and records missing an ID, PAN or salary.
- CARO applicability checkerAnswer a few questions about the company and see which CARO 2020 clauses likely apply.
- MSME payment delay checkerMSME-flagged invoices paid — or still unpaid — beyond the 45-day Section 22 limit.
- Related-party transaction screenerTransactions above a threshold you set with no approval reference, grouped by counterparty.
- Depreciation useful life checkerCompares a useful life in use against the Schedule II, Part C indicative figure.
- Materiality calculatorOverall and performance materiality against PBT, revenue, assets or equity, with reasoning shown.
- Sample size calculatorStatistical sample size for a test of controls or a substantive test of detail.