MCA Form Guide
MR-3 — Secretarial Audit Report
Quick answer: Annual secretarial audit report by a Practising Company Secretary covering compliance with Companies Act 2013, SEBI regulations, FEMA, and other applicable laws. CS-exclusive — a CA cannot sign this report. Filed with AOC-4 (within 30 days of AGM). ₹100/day. Non-filing where mandatory is a serious compliance gap — flagged by SEBI for listed companies and by ROC for unlisted.
Quick answer
Director filings are usually about keeping the company’s leadership records current. They are simple on paper but easy to overlook if the team does not track DIN hygiene centrally. Listed companies (mandatory); Unlisted Pvt Ltd companies with PUC ≥ ₹10 Cr OR turnover ≥ ₹250 Cr OR loans ≥ ₹100 Cr OR deposits ≥ ₹25 Cr (all four thresholds are OR conditions). For most founders, the fastest way to stay compliant is to map the filing trigger, gather the documents once, and then submit with the correct digital sign-off.
Who must file
Listed companies (mandatory); Unlisted Pvt Ltd companies with PUC ≥ ₹10 Cr OR turnover ≥ ₹250 Cr OR loans ≥ ₹100 Cr OR deposits ≥ ₹25 Cr (all four thresholds are OR conditions).
When to file
Filed with AOC-4 (within 30 days of AGM).
Penalty note
₹100/day. Non-filing where mandatory is a serious compliance gap — flagged by SEBI for listed companies and by ROC for unlisted.
Filing portal
MCA portal at the official government filing system.
Evidence checklist
Director identity details, appointment records, and board resolutions are usually the key documents.
How to file
- 1
Confirm whether MR-3 is the correct filing for the event you are handling and that it matches the director filing trigger.
- 2
Collect the supporting records that match MR-3: Director identity details, appointment records, and board resolutions are usually the key documents.
- 3
Prepare the form in the MCA portal, validate the entries against the company records, and make any final corrections before signing.
- 4
Upload the signed form, pay the applicable fee, and save the SRN and acknowledgement for audit tracking.
- 5
Store the filing evidence with your statutory records so the next cycle is faster and easier to review.
What this form is used for
Annual secretarial audit report by a Practising Company Secretary covering compliance with Companies Act 2013, SEBI regulations, FEMA, and other applicable laws. CS-exclusive — a CA cannot sign this report. Director filings are usually about keeping the company’s leadership records current. They are simple on paper but easy to overlook if the team does not track DIN hygiene centrally. The purpose is usually either annual disclosure, a one-off event filing, or a statutory update tied to corporate records or regulatory reporting.
FAQ and compliance context
Who usually files MR-3?
Listed companies (mandatory); Unlisted Pvt Ltd companies with PUC ≥ ₹10 Cr OR turnover ≥ ₹250 Cr OR loans ≥ ₹100 Cr OR deposits ≥ ₹25 Cr (all four thresholds are OR conditions).
What is the deadline for MR-3?
Filed with AOC-4 (within 30 days of AGM).
What happens if MR-3 is filed late?
₹100/day. Non-filing where mandatory is a serious compliance gap — flagged by SEBI for listed companies and by ROC for unlisted.
Can the filing be tracked after submission?
Yes. Keep the SRN, acknowledgement, and final uploaded PDF in your records for audit and ROC follow-up.
Is MR-3 a one-time or recurring filing?
This is a recurring filing — it must be filed every year (or every half-year / quarter, as specified) as long as the company remains in existence and meets the applicability criteria.
Which law or rule requires MR-3?
Section 204, Companies Act 2013; Rule 9, Companies (Appointment and Remuneration) Rules 2014
Why this one matters
Treat this as a governance task, not just a compliance checkbox, because it keeps authority and filings aligned.
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