Corporate Secretarial Compliance is an essential part of a corporate function failing which stringent penalties are imposed under the provisions of Companies Act and LLP Act.

Being a registered entity, Company / LLP is treated as artificial legal person in relation to regulatory compliance provisions. The individual Promoters / Directors / Partners / Designated Partners are required to ensure the compliance of the provisions of respective Acts and rules while conducting the business activities and regulatory procedures.

Within the company, secretarial compliances imply the adherence of the process and procedures designed under the Companies Act and Rules while carrying out a particular change. For eg. Appointment / Resignation of Directors, Increase of Authorised Capital and Issue of further shares etc.

The Management of the company vests with the Board of Directors. The Board of Directors has power to manage the day to day affairs of the company subject to the provisions of Companies Act. The decisions at the meeting of directors are carried by way of resolutions. There is certain decision that requires the approval of Shareholders Meeting by way of a resolution. Considering the requirements of majority for passing, resolutions can be classified in to Ordinary resolution and Special resolution.

The Board has to meet least once in every three months and at least 4 meetings shall be held in every year. Every year, the company has to convene an Annual General Meeting (AGM) of the shareholders for adopting the Annual Accounts and appointment of Auditors for the following year. Any meetings of shareholders other than the Annual General Meeting are called Extra Ordinary General Meetings (EGM). It is required to keep the minutes of Board Meeting and General Meetings of the company recorded and signed by the Chairman of the meetings.

Every company having a paid up capital of Rs.5 Crore or more shall appoint a whole time Company Secretary and every company having a paid-up share capital of Rs.10 Lakhs to Rs.5 Crore shall obtain the Secretarial Compliance Certificate from a Company Secretary in whole-time practice and have to file the same with the Registrar of Companies.

Compliance mechanism under Companies Act and LLP Act mandates to file Returns / Forms to Ministry of Corporate Affairs (MCA) to ensure the regulatory compliances.

Compliance related filing of returns / documents with the office of Registrar of Companies can be broadly classified in two categories;

1. Annual Statutory Compliances
2. Event Based Compliances

1. Annual Statutory Compliances
   1. Filing of Annual Accounts.
      Every company has to prepare financial accounts consisting of Balance Sheet and Profit and Loss account on a yearly basis and the same has to be placed before the Annual General Meeting of the company. Copy of the Annual Accounts has to be filed with the Registrar of Companies duly audited by a Chartered Accountant.
   2. Filing of Annual Return.
      Every year a company shall file a return with the Registrar of Companies with in 60 days of AGM containing the particulars such as address of registered office, register of its members, register of its debenture holders, shares and debentures, indebtedness, members and debenture holders, past and present, and directors, managing directors, past and present.
   
   
2. Event Based Compliances
   The following are few instances that require a filing of a return with the Registrar of Companies.
   1. Change of Name
   2. Increase Authorised Capital / Issue of Shares
   3. Creation / Modification / Satisfaction of Charges on the Assets of Company
   4. Change in Registered Office of the company
   5. Obtaining Certificate of Commencement of Business
   6. Statutory Meeting of a Public Limited Company
   7. Resolutions Passed by the Board / General Meetings and Agreements entered by the company
   8. Appointment of Directors / Managing Director and changes among them.

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