In December 2024, SEBI amended the Listing Obligations and Disclosure Requirements Regulations to change how listed companies appoint secretarial auditors. From 1 April 2025, a listed entity's secretarial auditor is appointed on the board's recommendation and approved by shareholders at the annual general meeting. An individual may serve one term of five consecutive years, and a firm up to two such terms. The auditor must be a peer reviewed company secretary. The rules also cover material unlisted subsidiaries in India.
This is a real shift. Secretarial audit now looks much more like statutory audit: a formal appointment, a fixed term and shareholder scrutiny. For CS firms, it changes how they are chosen, and by whom.
More people now sit across the table
A board-only appointment could rest on one relationship. A shareholder-approved, five-year appointment brings in audit committees, independent directors and, through the AGM notice, investors and proxy advisors. Each of them will look at who the auditor is and whether the choice looks sound.
What that means for positioning
- Credentials become visible. Peer review status, experience with listed entities and the team behind the partner all matter more when a board has to justify its choice.
- Independence must be clear. Firms that provide other services to a company need to be clear about what they do and do not do, and why.
- Tenure changes the pitch. A five-year appointment is a bigger decision. Boards want confidence in the firm's depth and continuity, not only in one partner.
What to do now
- Make sure your firm's profile states its peer review status and listed-company experience factually.
- Prepare a clear, consistent credentials document for audit committees.
- Publish short notes on governance questions boards are discussing, to show judgment.
- Check every word against ICSI's advertisement guidelines: no claims of being an expert, the best or better than others.
Read the regulations and SEBI's own guidance for the detail; this article is a guide, not professional advice. What is clear is that secretarial audit has moved into the boardroom. CS firms that present themselves for that room will be the ones appointed to it.