Corporate governance is the system through which companies are directed and controlled, focusing on accountability, fairness, and transparency in a company's relationship with its stakeholders. Under the Companies Act, 2013, corporate governance has been given prime importance to ensure ethical management and legal compliance.
As per Section 149 of the Companies Act, 2013, certain classes of companies are mandated to have independent directors to enhance transparency and safeguard stakeholder interests. Furthermore, Section 177 requires the constitution of an Audit Committee to oversee financial reporting and disclosures. Similarly, Section 178 mandates the formation of a Nomination and Remuneration Committee for ensuring fair compensation practices.
Effective corporate governance fosters a company's reputation, strengthens stakeholder confidence, and mitigates risks related to non-compliance. Our team provides expert assistance in formulating and implementing robust corporate governance policies, ensuring adherence to statutory provisions and best practices.
Women Director
Under Section 149(1) of the Companies Act, 2013, it is mandatory for certain companies to appoint at least one woman director. This requirement applies to all listed companies and public companies with a paid-up share capital of ₹100 crore or more or a turnover of ₹300 crore or more. The provision aims to promote gender diversity and inclusive governance within corporate boards. Our team assists companies in complying with these requirements by facilitating the appointment process, preparing necessary documents, and ensuring timely ROC filings.
Risk Management Committee
Under Section 134(3)(n) of the Companies Act, 2013, the Board of Directors' report must include a statement indicating the development and implementation of a risk management policy for the company. Additionally, as per Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formation of a Risk Management Committee is mandatory for the top 1000 listed companies by market capitalization. The committee is responsible for identifying, assessing, and mitigating risks that could impact the company's performance and objectives. Our team provides comprehensive assistance in setting up the Risk Management Committee, drafting risk policies, and ensuring compliance with statutory requirements.
Statutory Accounts
Under the Companies Act, 2013, every company is required to prepare and maintain statutory accounts to provide a true and fair view of its financial position. These accounts include the Balance Sheet, Profit and Loss Statement, Cash Flow Statement, Statement of Changes in Equity, and Explanatory Notes. As per Section 128, companies must maintain these records at their registered office and ensure they are accurate and up-to-date. Furthermore, Section 129 mandates that financial statements comply with accounting standards notified under the Act. Our team assists businesses in preparing statutory accounts in compliance with legal provisions, ensuring accuracy and timely submission for audit and regulatory filing.
Annual Return
Under Section 92 of the Companies Act, 2013, every company is required to file an Annual Return with the Registrar of Companies (ROC) within 60 days from the date of the Annual General Meeting (AGM). The annual return contains essential information, including the company's registered office, principal business activities, shareholding pattern, indebtedness, details of directors and key managerial personnel, and any changes therein. Non-compliance may result in penalties and legal consequences. Our team ensures accurate preparation and timely filing of the annual return, maintaining your company's compliance with statutory requirements.
Annual General Meeting and other General Meeting
Under the Companies Act, 2013, the Annual General Meeting (AGM) is a mandatory yearly meeting where shareholders review the company's financial performance, approve accounts, declare dividends, and make key decisions. As per Section 99, the first AGM must be held within nine months from the end of the first financial year, and subsequent AGMs should be held within six months from the end of each financial year, with a gap of not more than fifteen months between two AGMs.
Besides the AGM, companies may hold Extraordinary General Meetings (EGMs) to address urgent or special business matters that cannot wait until the next AGM, as provided under Section 100. Proper notice, quorum, and procedural compliances are essential for all general meetings.
Our team assists in organizing and conducting AGMs and EGMs, including drafting notices, preparing resolutions, and ensuring compliance with all legal formalities.
Corporate Social Responsibility [Newly Applicable Reporting Provisions]
Under the Companies (Corporate Social Responsibility Policy) Rules, 2014, amended recently, CSR reporting has become more detailed and stringent for companies meeting the prescribed criteria. As per Section 135 of the Companies Act, 2013, companies with a net worth of ₹500 crore or more, turnover of ₹1000 crore or more, or net profit of ₹5 crore or more are required to spend at least 2% of their average net profits of the last three financial years on CSR activities.
Newly applicable reporting provisions include:
- Detailed disclosure of CSR activities and projects in the Board's Report, including amount spent, unspent amount with reasons, and steps taken to utilize it.
- Mandate to upload the CSR report on the company's website.
- Annual filing of Form CSR-2 with the Registrar of Companies (ROC) detailing CSR compliance.
- Enhanced monitoring and evaluation mechanisms for CSR projects.