Also checking whether your company must file its financial statements in XBRL? Run the XBRL applicability checker next — a different Rule 3 threshold set, same annual-filing season.
Section 204(1) of the Companies Act, 2013 requires every listed company, and every company belonging to such other class of companies as may be prescribed, to annex a Secretarial Audit Report to its Board's Report. The "other class of companies" is prescribed by Rule 9(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which sets out three independent limbs: (a) every public company with paid-up share capital of ₹50 crore or more; (b) every public company with turnover of ₹250 crore or more; and (c) every company — public or private — with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more.
The borrowings limb at Rule 9(1)(c) was inserted by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2020 (notified as G.S.R. 13(E) on 3 January 2020, effective for financial years commencing on or after 1 April 2020), and is the one route through which a private company can be pulled into Section 204 on its own facts — the paid-up capital and turnover limbs at 9(1)(a) and 9(1)(b) are worded "every public company" and do not reach a private company by themselves. The same 2020 amendment inserted an Explanation to Rule 9(1) fixing how all three limbs are tested: paid-up share capital, turnover and outstanding loans/borrowings are taken as they stood on the last date of the latest audited financial statement — a point-in-time test against the most recent balance sheet, not a running "at any time during the year" test like the CARO 2020 small-company exemption. A private company that is neither listed nor crosses the ₹100 crore borrowings figure on that date falls outside Section 204 even if its capital or turnover would otherwise look large.
Separately, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 does two distinct things. Regulation 24A(1) requires every listed entity, and its material unlisted subsidiaries incorporated in India, to undertake secretarial audit, with that report annexed to the listed entity's annual report — a subsidiary counts as "material" under Regulation 16(1)(c) once its income or net worth exceeds 10% of the consolidated income or net worth of the listed entity and its subsidiaries in the immediately preceding accounting year, so this can reach a subsidiary well under every Rule 9 threshold. Regulation 24A(2) separately requires every listed entity to submit an Annual Secretarial Compliance Report to the stock exchanges within 60 days of the financial year-end — filed directly with the exchange rather than annexed to the Board's Report, and an additional SEBI obligation on top of, not a substitute for, the Section 204 MR-3.
A private limited company is not listed, has paid-up share capital of ₹8 crore and turnover of ₹40 crore, but has outstanding term loans and working-capital borrowings from three banks totalling ₹120 crore.
