Litigation Checks for Company Secretaries

Compliance · Company Secretary

Updated for 2026 · Claw Editorial

A Company Secretary in India is expected to know, and often to certify, whether the company or its directors are carrying litigation that a regulator, an auditor, or the board needs to know about. That is harder than it sounds, because litigation records sit outside the MCA and GST systems a CS checks every day, and a missed disclosure in the secretarial audit report or the Board’s report is not a small clerical slip, it is a compliance gap with the CS’s name attached to it. This guide sets out where litigation checks fit into a Company Secretary’s statutory work, and a practical way to run them without depending on one person remembering every court to check.

01Why litigation checks sit with the Company Secretary

A litigation check, in this context, means finding out whether the company, or its directors and key managerial personnel, are named in a pending or past court, tribunal, or regulatory proceeding. For most functions in a company this is background information. For a Company Secretary it is often a direct input into a document the CS signs, certifies, or is responsible for placing before the board.

Several statutory duties depend on it

The secretarial audit report, the Board’s report, related party transaction approvals, director appointment declarations, and, for listed companies, continuous disclosure to the stock exchanges, all assume that someone has actually looked for litigation, not just asked management whether there is any. That someone is usually the Company Secretary, whether acting as the compliance officer, the secretarial auditor, or the person who drafts the board’s report for the board’s approval.

Litigation records live outside the systems a CS checks daily

A CS is comfortable in the MCA system: incorporation records, charges, director details, annual filings. Litigation is different. It is spread across district courts, High Courts, the Supreme Court, the National Company Law Tribunal, and, for listed companies, SEBI orders, with no single India-wide registry that shows all of it in one search. That gap is exactly where a disclosure gets missed, not because anyone was careless, but because nobody checked the right forum.

The consequences attach personally

An inaccurate or incomplete secretarial audit report, a Board’s report that omits a material court order that should have been disclosed, or a late disclosure to a stock exchange under the listing regulations, are compliance failures that regulators can and do act on. For a CS, getting the litigation check right is not a nice-to-have step in due diligence. It is part of the job description.

For most people in a company, litigation is background information. For the Company Secretary, it is an input into a document they are expected to sign.

02Where litigation checks show up in a Company Secretary’s work

Litigation checks are not one task. They recur across several parts of the CS role, at different depths and on different timelines.

Secretarial audit (Form MR-3)

Under Section 204 of the Companies Act, 2013, certain companies must obtain a secretarial audit report in Form MR-3. The secretarial auditor is expected to comment on the company’s compliance with applicable laws, and material litigation, especially anything that points to a compliance lapse or an unresolved regulatory action, is a natural part of that review.

The Board’s report

The Companies (Accounts) Rules, 2014 require the Board’s report to disclose details of significant and material orders passed by regulators, courts, or tribunals that affect the company’s going concern status or its future operations. The CS, who typically drafts the Board’s report for the board’s sign-off, needs to know what litigation exists before that section can be written accurately, not after the auditors ask about it.

Related party transaction approvals

Before a related party transaction goes to the audit committee or the board under Section 188 of the Companies Act, knowing whether the related party is involved in a dispute that could affect the transaction, or that signals financial stress, is a relevant fact for the approval, not just a nice detail.

Director appointment and continuation

Before a new director is appointed, or an existing director is re-appointed, the CS collects declarations such as Form DIR-8 and checks against the disqualification grounds in Section 164 of the Companies Act. Some of those grounds, such as a conviction or a disqualifying court or tribunal order, only surface if someone has actually checked the individual’s litigation history, not just taken a self-declaration at face value.

Listing compliance: SEBI LODR disclosures

For a listed company, Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires disclosure of material litigation and disputes to the stock exchanges within a defined timeline. The compliance officer, almost always the Company Secretary in a listed company, is the person accountable for making that disclosure on time, which means the litigation has to be known internally before the clock on the disclosure even starts.

Fundraising and M&A support

When a company raises capital through an IPO or a private placement, or is on either side of an acquisition, litigation involving the company, its promoters, and its directors is disclosed as part of the offer document or reviewed as part of legal due diligence. The CS is usually the internal coordination point for pulling this together, even where external counsel runs the deal-specific review. For the wider MCA, GST, and litigation checklist that this kind of due diligence usually follows, see the company due diligence checklist covering MCA, GST, and litigation.

03What to check, and about whom

A litigation check for CS purposes has a narrower, more specific scope than a general company background check. Four things matter most.

• The company itself: civil suits, criminal complaints, tax and regulatory disputes, and any insolvency or winding-up proceedings before the National Company Law Tribunal.
• Each director and key managerial personnel, individually: disqualifying convictions, personal cheque-dishonour or criminal cases, and any court or tribunal order that could trigger a vacation of office. A clean corporate record can sit alongside a director with a personal litigation history that the company record alone will never show.
• Materiality, not volume: the Board’s report and stock exchange disclosures care about matters that affect going concern, reputation, or the company’s future operations, not every small dispute. Part of the CS’s job is filtering a list of cases down to what is actually reportable.
• Related parties, where a transaction is being approved: the counterparty’s litigation exposure is relevant context for the audit committee, even though it is not the company’s own litigation.

04How to run the check, step by step

Step 1: Confirm identity before you search

Pull the exact registered company name, CIN, and the current list of directors and KMP from the MCA record. Note any recent name change, since court records will still carry the old name for older matters.

Step 2: Search the courts and tribunals

Search the company name, and each director and KMP name individually, across district courts, the relevant High Court, the Supreme Court, and the NCLT. This is exactly the portal-by-portal method covered in how to check a company’s court cases in India, which is worth working through in full the first time you run this check.

Step 3: Filter for materiality

Sort what you find against the reason you are checking. For the Board’s report, ask whether an order affects going concern or future operations. For an LODR disclosure, apply the company’s materiality policy. For a director appointment, focus specifically on the disqualification grounds under the Companies Act rather than every case the person has ever been named in.

Step 4: Record the check, not just the result

Note what was searched, when, and by whom, alongside the finding. If a regulator or an auditor later asks how a disclosure decision was reached, a dated record of the check is what makes the answer credible. Over time, this record becomes the company’s internal litigation register, something many CS teams maintain informally in a spreadsheet even though it is not a statutory register in its own right.

Step 5: Escalate what needs a deeper review

A quick portal check is enough for routine monitoring. For a fundraising, an acquisition, or a director appointment at a promoter or key managerial level, the stakes justify the more thorough, structured process set out in how to run a litigation background check on an Indian company, which covers checking specialised forums and turning the results into a proper written report.

05Litigation check touchpoints at a glance

06Common mistakes

• Relying only on a management representation letter. A signed statement that there is "no material litigation" is a starting point, not a substitute for an independent check, especially when the CS’s own certification depends on it.
• Checking the company but not the directors individually. Director-level disqualification and vacation-of-office triggers are personal to the individual and will not show up in a company-only search.
• Treating the Board’s report disclosure as a once-a-year exercise. The underlying check works best as an ongoing habit through the year, so the report drafting stage is a summary of what is already known, not the first time anyone looked.
• Missing the LODR disclosure clock. For a listed company, the timeline for disclosing a material litigation to the stock exchanges starts from when the company becomes aware of it, which means the internal check has to happen early, not after the fact.
• Searching only the current legal name. A company that has changed its name, or a director whose name is recorded with a spelling variant, can have real matters that a strict exact-name search will miss.

07Keeping the check current

A litigation check tied to an annual filing is a snapshot, and it goes out of date the moment a new case is filed. For companies where litigation exposure changes often, whether because of scale, sector, or an active fundraising or deal process, it is worth moving from a periodic manual check to ongoing monitoring, so a new filing against the company or a director is flagged as it happens rather than discovered at the next audit or the next board meeting.

If you are evaluating dedicated software for this rather than relying on manual portal searches every time, see the guide to litigation tracking software in India, which compares the main options for following cases across courts on an ongoing basis.

08Where Claw fits

Claw is an all-in-one legaltech platform for Indian advocates, law firms, and corporate legal teams, combining AI-based case search, an AI legal assistant (Legal GPT), case management, and compliance automation across all Indian courts and tribunals. It is positioned as India’s first all-in-one legaltech platform of this kind.

For a Company Secretary, the two things that matter most in a litigation check are speed and not missing a name variant, since both directly affect whether a disclosure is accurate and on time. Claw’s case search covers 30 crore judgements across 25 High Courts (1980 to 2026) and the Supreme Court (1950 to 2026), with semantic, AI-based search that is tolerant of spelling and name variations, so a check on the company and each director individually does not depend on trying every possible spelling by hand. Results come with verified, court-ready citations, which matters when a finding is going into a secretarial audit report or a Board’s report.

Beyond the search itself, Claw’s case management tracks matters across 8,200+ courts, including tribunals and district courts, with automatic case updates and alerts. For a CS running these checks repeatedly through the year rather than once at audit time, that turns an annual scramble into an ongoing, dated record, the kind of audit trail that is useful if a regulator or an auditor later asks how a disclosure decision was reached. It does not replace legal judgement on materiality or disclosure wording, but it removes most of the manual search work behind it.

09Sources and further reading

Official sources referenced in this guide:

• Ministry of Corporate Affairs (company and director records): mca.gov.in
• SEBI (listing regulations and disclosures): sebi.gov.in
• eCourts Services (case status across Indian courts): services.ecourts.gov.in
• Institute of Company Secretaries of India (secretarial standards and practice guidance): icsi.edu
• Claw: clawlaw.in

This guide is a practical overview and not legal advice. Confirm the exact statutory wording and current disclosure timelines with the Companies Act, the applicable rules, and SEBI regulations, since these are periodically amended.

10Frequently asked questions