On April 23, 2025, SEBI issued FAQs clarifying the range of services that can and cannot be rendered by Secretarial Auditors under the SEBI (LODR) Regulations, 2015, read with a circular dated December 31, 2024. These clarifications, addressed to listed entities and their associated companies, outline specific engagements Secretarial Auditors are permitted or restricted from undertaking to ensure independence and avoid conflict of interest.
Secretarial Auditors are allowed to perform a variety of certification and compliance tasks. These include issuing Secretarial Audit Reports, Annual Secretarial Compliance Reports, and certificates such as MGT-8, Non-Disqualification of Directors, and those related to corporate governance compliance. They may also act as scrutinizers under the Companies Act, assist with pre-certification of e-forms, represent entities before quasi-judicial bodies (if it does not conflict with audit duties), and carry out impact assessments related to CSR and BRSR. Additional permissible services include valuation (if registered as a valuer), issuing diligence reports, certification for foreign investments, facilitating digital signatures, and acting as Trade Mark Agents if registered.
However, Secretarial Auditors are restricted from offering consultancy or advisory roles that may overlap with strategic or managerial functions. Prohibited services include CSR or ESG consultancy, legal advisory, assistance in drafting annual reports or schemes of arrangement, and functioning as insolvency professionals for listed entities. They are also barred from rendering management consultancy, bookkeeping, payroll, and financial assessment services. Tasks like obtaining IEC codes or filing FLA returns under FEMA are also off-limits. This segregation aims to maintain auditor objectivity and compliance integrity.
THE INSTITUTE OF
Company Secretaries of India
IN PURSULT OF PROFESSIONAL EXCELLENCE
Statutory body under an act of Parliament
(Under the jurisdiction of Ministry of Corporate Affairs)
The list of Services that can or cannot be rendered by a Secretarial Auditor as per FAQs issued by SEBI on April 23, 2025 on the SEBI (LODR) Regulations, 2015 read with SEBI Circular dated December 31, 2024
The detailed list of services that can/ cannot be rendered by a Secretarial Auditor to the listed entity or its holding entity or subsidiary entity includes :
| S.NO | Nature of Service(s) | Can/cannot be rendered |
| SERVICES THAT CAN BE RENDERED | ||
| i. | Appearance or representation services on behalf of the listed entity before quasi-judicial body(ies) | Can be rendered (to the extent it is not in conflict with the assignment of Secretarial Audit) |
| ii. | Impact assessment of CSR or BRSR assessment or assurance | Can be rendered |
| iii. | Certification of Annual Return in Form MGT-8 | Can be rendered |
| iv. | Pre-certification of e-forms under the Companies Act, 2013 | Can be rendered |
| v. | Issuance of Secretarial Audit Report to holding, subsidiaries or associate companies of listed entities | Can be rendered |
| vi. | Issuance of Annual Secretarial Compliance Report to the listed entity or its holding entity, its subsidiaries or its associate companies | Can be rendered |
| vii. | Certificate of Non-Disqualification of Directors | Can be rendered |
| viii. | Quarterly Reconciliation of Share Capital Audit Report under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 | Can be rendered |
| ix. | Acting as Compliance Auditor under third party certification/ Audit Scheme (Amendment), 2018 in the State of Haryana | Can be rendered |
| x. | Diligence Report for Banks in case of multiple banking/ consortium lending arrangements in terms of the circular issued by RBI | Can be rendered |
| xi. | Issue of Search/ Status Report of listed entity | Can be rendered |
| xii. | Issuance of Certificate in case of the Indian listed
entity accepting the investment from a foreign |
Can be rendered |
| xiii. | Corporate Governance Compliance Certificate under Regulation 34(3) of SEBI (LODR) Regulations, 2015 | Can be rendered |
| xiv. | Certificate relating to shares held by inactive
shareholders under the SEBI (Delisting of Equity Shares) Regulations, 2021 |
Can be rendered |
| xv. | Compliance Certificate under Regulations 10(b), 13, 26, 27, 36 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 | Can be rendered |
| xvi. | Scrutiniser’s report pursuant to Section 108 of the Companies Act, 2013 | Can be rendered |
| xvii. | To act as Trade Marks Agent, if registered under the Trade Marks Act,1999 | Can be rendered (to the extent it is not in conflict with the assignment of Secretarial Audit) |
| xviii. | To carry out valuation services, if registered as Valuer under the Companies Act, 2013 | Can be rendered |
| xix. | Services in respect of facilitating Digital Signatures | Can be rendered |
| xx. | Certification of form FC-GPR and ECB 2 | Can be rendered |
| xxi. | Certification of alteration of Articles of Association and Memorandum of Association of the listed entity | Can be rendered |
| SERVICES THAT CAN NOT BE RENDERED | ||
| xxii. | To act as CSR / ESG Consultant or drafting of CSR / BRSR report | Cannot be rendered |
| xxiii. | To act as Advisor to the listed entity for legal or procedural matters | Cannot be rendered |
| xxiv. | To act as Advisor for the issue of securities | Cannot be rendered |
| xxv. | Drafting/vetting of Annual Report of a listed entity | Cannot be rendered |
| xxvi. | Professional services in respect of drafting of
Scheme of arrangement / merger/ demerger and amalgamation |
Cannot be rendered |
| xxvii. | To act as Insolvency professional / Resolution
professional / Bankruptcy of the listed entity as per the provision of IBC |
Cannot be rendered |
| xxviii. | Services of management consultancy like pay roll
management, strategic management, human |
Cannot be rendered |
| xxix. | Book keeping and record maintenance | Cannot be rendered |
| xxx. | To manage and assess financial requirements and resources including project finance, forex finance or working capital finance, etc. | Cannot be rendered |
| xxxi. | To file the Annual Return on Foreign Liabilities and Assets (FLA) under FEMA 1999 (A.P. (DIR Series) Circular No. 45 dated March 15, 2011 | Cannot be rendered |
| xxxii | Filling of application for obtaining Import Export Code (IEC) on behalf of listed entity | Cannot be rendered |
| xxxiii. | Vetting of alteration of Articles of Association and Memorandum of Association of the listed entity | |
