Regulatory & Corporate Secretarial Support

It is the ongoing management of your company's legal governance record under the Companies Act 2013 — Board and shareholder meetings held and minuted correctly, statutory registers kept current, and every MCA filing (annual and event-based) made on time. Think of it as the legal 'bookkeeping' of your company's decisions and structure, parallel to how financial bookkeeping tracks your money. Both are equally capable of generating serious problems if neglected, and both are far cheaper to maintain correctly than to reconstruct later.

Related, but not identical. A qualified Company Secretary is a specific professional designation under the Company Secretaries Act 1980, and certain companies are legally required to appoint a full-time CS above prescribed thresholds under Section 203. PNPC's Regulatory & Corporate Secretarial Support delivers the secretarial function — often through CS-qualified professionals on our team — integrated with our CA-led tax, FEMA, and audit advisory, as an outsourced service. This works well for companies that are not yet at the mandatory full-time CS threshold, or that want the secretarial function coordinated with their broader compliance and tax position rather than managed in isolation.

Every Private Limited Company — regardless of size — must hold at least 4 Board meetings a year, an AGM, and file AOC-4 and MGT-7 annually, with minutes and registers maintained throughout. The Companies Act does not have a small-company exemption from these baseline requirements (small companies do get some relief — for example, on the number of mandatory Board meetings, reduced to 2 per year — but the underlying governance discipline still applies). For a genuinely simple, single-founder company, a lighter-touch annual compliance package may be proportionate rather than a full ongoing secretarial retainer, and we will recommend that scope where it fits.

Secretarial Standards SS-1 (on meetings of the Board of Directors) and SS-2 (on General Meetings) are issued by the Institute of Company Secretaries of India (ICSI) under Section 118(10) of the Companies Act 2013, and compliance with them is mandatory for all companies except One Person Companies with only one director on the Board, and certain other limited exceptions specified within the standards themselves. They prescribe the exact notice periods, quorum rules, format for agenda and minutes, and record-keeping requirements for Board and General Meetings.

A minimum of 4 Board meetings per financial year is required for most companies, with the gap between two consecutive meetings not exceeding 120 days (small companies and OPCs have relaxed requirements — at least 2 meetings, one in each half of the calendar year, with a minimum 90-day gap). The first Board meeting after incorporation must be held within 30 days. If the gap requirement is breached, it is a compliance default attracting penalty under Section 173, and a director who fails to attend Board meetings for 3 consecutive meetings (or 12 months, whichever is shorter) without leave of absence is deemed to have vacated office under Section 167.

The Annual General Meeting must be held within 6 months of the close of the financial year (so, typically by 30 September for an April–March financial year), except that the first AGM after incorporation can be held within 9 months of the first financial year end. An extension of up to 3 months can be granted by the Registrar of Companies on application, for reasons other than the first AGM, but this is not automatic and requires a formal application with justification.

A related-party transaction (RPT) under Section 188 of the Companies Act is any contract or arrangement between the company and a related party — a director, KMP, their relatives, or an entity in which they have significant influence or control, among other categories defined under Section 2(76). Common examples: a company leasing office space from a promoter-owned entity, a director's relative providing consultancy services, or intercompany transactions between group companies with common directors. These require Board approval (and, above certain thresholds, prior shareholder approval by ordinary resolution, with related parties barred from voting) and disclosure in the financial statements and Board's Report.

A charge created to secure a loan or borrowing (a mortgage, hypothecation, or pledge over company assets) must be registered with the RoC on Form CHG-1 within 30 days of creation at the normal fee. Filing beyond 30 days remains possible at progressively higher additional fees, up to an outer limit of 120 days from the date of creation for charges created after the Companies (Amendment) Ordinance, 2019 — beyond which registration is generally not permitted except through a specific condonation route under Section 87 in genuinely exceptional cases. An unregistered charge is void against the liquidator and any creditor of the company — meaning that in an insolvency scenario, the lender holding the unregistered charge loses their secured priority and is treated as an unsecured creditor.

Yes — a similarly important but frequently forgotten filing. When a secured loan is fully repaid, the charge should be formally satisfied by filing Form CHG-4 with the RoC, evidencing that the security interest no longer encumbers the company's assets. Failing to file CHG-4 leaves an open charge on the public MCA record indefinitely, which can create confusion or complications for future lenders, investors, or buyers who see an apparently active charge that has, in reality, been repaid.

Form DIR-12 is the MCA form used to notify the Registrar of any appointment, resignation, or change in the designation of a director or Key Managerial Personnel. It must be filed within 30 days of the relevant Board or shareholder resolution (or, for a resignation, from the date the company receives the resignation notice, per Section 168). Supporting documents include the resignation letter (for a resignation) or the appointment resolution and DIR-2 consent (for an appointment).

DIR-3 KYC is an annual web-based verification every active DIN holder must complete by 30 September each year, confirming personal details, mobile number, and email with MCA. A director whose DIN becomes 'Deactivated' due to a missed DIR-3 KYC cannot sign any MCA form — including the Board resolutions and filings your secretarial function depends on. It is a small, individual obligation with a company-wide operational consequence if overlooked.

Form MGT-14 is filed with the RoC to record certain Board resolutions and all special resolutions passed by shareholders — for example, approving certain related-party transactions above threshold, altering the Memorandum or Articles, or approving a scheme of arrangement. It must generally be filed within 30 days of the resolution being passed. It is commonly missed because the underlying resolution itself may be correctly passed and minuted, but the separate filing obligation to notify the RoC is a distinct step that is easy to overlook, particularly for resolutions that feel 'internal' rather than public-facing.

Key registers include the Register of Members (Form MGT-1), Register of Directors and Key Managerial Personnel and their shareholding (maintained under Section 170 read with the Companies (Appointment and Qualification of Directors) Rules 2014), Register of Charges (Form CHG-7), and Register of Contracts or Arrangements in which directors are interested (Form MBP-4, under Section 189). These must be maintained in the format prescribed by the Companies (Management and Administration) Rules 2014 and related rules, kept at the registered office (or another notified location), and made available for inspection by members and, in specified circumstances, other stakeholders.

Under Section 203 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, every listed company and every other public company with a paid-up share capital of ten crore rupees or more must appoint a whole-time Company Secretary; private companies with paid-up share capital of ten crore rupees or more are also required to appoint a whole-time Company Secretary under the applicable rules. These thresholds are prescribed by rule and have been revised over time, so current applicability to your specific company should be confirmed with your engagement CA rather than assumed from a historical figure.

Yes — for companies not yet required to appoint a full-time, employed CS, PNPC's Regulatory & Corporate Secretarial Support delivers the secretarial function on an outsourced, retainer basis through CS-qualified professionals on our team, working alongside your CA engagement team. This is a common and cost-effective model for growth-stage companies that need proper secretarial discipline before they are large enough to justify (or are legally required to have) a dedicated in-house CS.

Directly. Any share allotment to a person resident outside India constitutes Foreign Direct Investment under FEMA and requires Form FC-GPR to be filed on the RBI's FIRMS portal within 30 days of allotment — a filing that sits alongside (and depends on the same underlying Board/shareholder resolution as) the Companies Act filings like PAS-3. Similarly, a transfer of shares between a resident and non-resident requires Form FC-TRS. We handle these together as one coordinated event, because the underlying corporate action (the allotment or transfer) is a single fact pattern with both a Companies Act and a FEMA reporting consequence.

Statutory audit examines whether your financial statements present a true and fair view, in accordance with applicable accounting standards, and results in an audit opinion filed with your annual return. Corporate secretarial compliance is about whether your company's governance actions — meetings, resolutions, filings, registers — were conducted and recorded correctly under the Companies Act, independent of the financial figures themselves. The two are closely linked (a statutory auditor will review whether RPTs were properly approved and disclosed, for example) but are legally and functionally distinct disciplines.

Respond within the specified timeline with accurate, complete information — do not ignore it or assume it will resolve itself. RoC queries typically arise from a discrepancy noticed in a filed form, a complaint, or a routine scrutiny process, and an inadequate or late response can escalate into a formal notice or adjudication proceeding. We review the underlying facts and filing history before drafting any response, to ensure the response is both accurate and does not inadvertently create a new compliance issue.

An RoC inspection under Section 206/207 of the Companies Act typically involves a request for books of account, statutory registers, minute books, and specific documents relevant to the inspection's scope, which can be triggered by a complaint, a risk-based selection, or a specific concern flagged in filed returns. Preparation means having a genuinely maintained, current, and accessible set of records — not attempting to reconstruct compliance retroactively once the inspection notice arrives, which rarely produces a defensible outcome.

Legal due diligence for any institutional funding round will examine your entire corporate governance record — incorporation documents, all Board and shareholder resolutions, statutory registers, RPT approvals, charge registrations, and MCA filing compliance history. Gaps discovered during live diligence create delay, additional legal cost, and sometimes valuation or term renegotiation. We run a structured diligence-readiness review before you go to market, closing gaps proactively so the actual diligence process is smoother and faster.

Yes — listed companies have an additional, more extensive layer of compliance under SEBI's Listing Obligations and Disclosure Requirements (LODR) Regulations, including continuous disclosure obligations, specific Board and committee composition requirements (independent directors, Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee), and quarterly compliance certifications. For listed or soon-to-be-listed companies, PNPC scopes a dedicated LODR-aware engagement, often working alongside the company's in-house CS or a listing-specialist CS firm rather than as the sole secretarial function.

A Board committee is a subset of directors formally constituted to focus on a specific governance area — most commonly the Audit Committee, Nomination and Remuneration Committee (NRC), Corporate Social Responsibility (CSR) Committee, and Stakeholders' Relationship Committee. Mandatory constitution thresholds differ by committee: for example, an Audit Committee and NRC are mandatory for every listed company and for certain classes of public companies meeting prescribed paid-up capital, turnover, or borrowing thresholds under Section 177/178; a CSR Committee is mandatory once a company meets the CSR applicability thresholds under Section 135. Committee composition rules (including independent director representation) must also be met, not just the fact of formation.

Under Section 135 of the Companies Act, CSR provisions apply to companies meeting specified thresholds of net worth, turnover, or net profit in the immediately preceding financial year. Qualifying companies must constitute a CSR Committee, formulate a CSR policy, and spend at least 2% of average net profits of the preceding three financial years on CSR activities, with unspent amounts (for ongoing projects) required to be transferred to a specified Unspent CSR Account and utilised within a prescribed period, or transferred to a specified national fund if unspent for non-ongoing projects.

The statutory auditor must be appointed at each AGM (or, for the first auditor, by the Board within 30 days of incorporation) under Section 139, and Form ADT-1 filed with the RoC to record the appointment. A vacancy in the auditor's office — whether from resignation, disqualification, or failure to appoint at the AGM — must be filled by the Board within 30 days, and any casual vacancy filing has its own procedural requirements. This is technically an audit matter but is executed and filed as a secretarial compliance action, which is why we manage it as part of the integrated governance calendar rather than treating audit and secretarial as fully separate workstreams.

PNPC structures this as a fixed, agreed retainer fee, scoped to your company's complexity — number of directors and shareholders, meeting frequency, presence of related-party transactions, whether foreign shareholders or overseas entities are involved, and whether SEBI/listing-related compliance applies. We provide a written scope and fee proposal before any engagement begins; there is no generic published price because the right scope genuinely differs between a two-director single-entity Pvt Ltd and a multi-entity India-UAE group with active related-party arrangements.

Late MCA filing fees under Section 403 accrue at ₹100 per day per form with no maximum cap, which compounds quickly across multiple forms and multiple years of default. Beyond direct fees: director disqualification under Section 164(2) after 3 consecutive years of non-filing bars that individual from being appointed as a director in any company for 5 years; an unregistered charge can be void in an insolvency scenario; and governance gaps discovered during a funding round or acquisition create real deal friction and cost. In our experience, the cumulative cost of unmanaged non-compliance — direct penalties plus the professional cost of remediation plus the business disruption — consistently exceeds the cost of proactive, ongoing secretarial support.

It is very rarely too late, though remediation is more involved than staying current from the start. We assess the actual extent of the gap — missing minutes, unfiled forms, unregistered charges, disqualified directors — and build a structured remediation plan, which may include condonation-of-delay applications, additional-fee filings, reconstruction of historical Board/shareholder actions where legally permissible, and, in more serious cases, applications to the NCLT (for example, for revival of a struck-off company under Section 252, or condonation of a charge registration delay under Section 87).

With offices in Chennai, Bangalore, Hyderabad, and Dubai, we manage the Indian entity's Companies Act secretarial compliance and the UAE entity's equivalent governance obligations (trade licence renewal, shareholder resolutions under the relevant UAE company law framework, Ultimate Beneficial Owner and Economic Substance Regulations filings where applicable) as one coordinated calendar, rather than through two disconnected advisors who each see only half of the group structure. Intercompany transactions and guarantees between the entities are governed jointly for RPT and FEMA/transfer-pricing purposes.

For companies required to have a whole-time Company Secretary, the CS typically certifies specific compliance matters for the Board and, in some cases, provides an Annual Compliance Certificate confirming adherence to Secretarial Standards and applicable Companies Act provisions. For companies without a mandatory CS, the Board itself remains responsible for ensuring these compliances, though PNPC's role as outsourced secretarial support is to give the Board the accurate underlying record and professional advisory needed to make that certification meaningfully, rather than as a formality.

We start with the governance health check — reviewing what exists, however informal, and mapping it against what the Companies Act and Secretarial Standards actually require. Where records exist but are incomplete or non-standard format, we bring them up to compliant format, populate any missing statutory registers from available historical documents (Board resolutions, allotment records, loan agreements), and file any overdue event-based forms with appropriate additional fees. We do not discard existing work — we formalise and complete it.

You have direct access to your engagement CA and the CS-qualified team member managing your secretarial calendar — by phone and WhatsApp, not a shared support queue. Because the same team is often also involved in your tax, FEMA, or audit engagement, questions that span multiple compliance areas (for example, whether a proposed transaction is a related-party transaction requiring Section 188 approval and also has a tax implication) are answered by people who see both sides of the question, not routed between disconnected departments.

Two gaps recur most often: informal or missing Board minutes for decisions that were made but never formally recorded and approved in the prescribed format, and related-party transactions treated as routine business dealings without the Section 188 approval trail and disclosure that the law actually requires. Both are entirely preventable with a proactive compliance calendar, and both are among the first things a statutory auditor or an investor's legal diligence team will test.