Listed Company Secretarial Compliance

Companies Act 2013 — Section 204 (secretarial audit mandatory for listed companies and unlisted companies with paid-up capital ≥ ₹50 crore or turnover ≥ ₹250 crore; in Form MR-3 by a Company Secretary in Practice; to be annexed to Board's Report); Section 92 (Annual Return in Form MGT-7 for listed companies within 60 days of AGM; summary of shareholders, debenture holders, directors, and key managerial personnel); Section 96 (AGM — within 6 months from close of financial year; not more than 15 months between two AGMs; 21 days notice); Section 101 (Notice of AGM — 21 clear days; shorter notice with consent of 95% of members entitled to vote); Section 108 read with Rule 20 (e-voting — mandatory for listed companies and companies with ≥ 1000 shareholders; minimum 3 days voting window); Section 110 (postal ballot — mandatory for 22 categories of resolutions including change of registered office outside state, change in objects clause, issue of shares with differential voting rights); Section 62 (rights issue — board resolution; notice to shareholders; minimum subscription 90%); SEBI (LODR) Regulations 2015 — Regulation 24A (annual secretarial compliance report within 60 days of FY end in ICSI prescribed format confirming compliance with all SEBI Regulations, circulars, and guidelines); Regulation 27 (quarterly corporate governance compliance report within 21 days of quarter close); Schedule V (CEO/CFO certification, corporate governance report format); ICSI Secretarial Standard SS-1 (board meetings — notice, quorum, agenda, minutes) and SS-2 (general meetings — notice, quorum, minutes, poll, e-voting procedures)

Registered listed companies in India operate within one of the most stringent compliance frameworks, governed simultaneously by the Companies Act 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and the Secretarial Standards issued by ICSI. The annual compliance calendar is extensive, encompassing the secretarial audit under Section 204, annual return filing, general meetings, e-voting, and multiple stock exchange disclosures. A single missed deadline or procedural lapse can trigger penalties, regulatory scrutiny, and adverse observations in corporate governance ratings. Our Listed Company Secretarial Compliance service provides end-to-end management of these obligations, ensuring that every statutory form, every board resolution, and every shareholder communication is handled with precision and submitted within the prescribed timelines.

At the heart of this service is the secretarial audit, a mandatory exercise for all listed companies under Section 204 of the Companies Act 2013. Our Company Secretary in Practice conducts a thorough audit of compliance across all applicable laws, preparing Form MR-3 which is annexed to the Board's Report. We simultaneously manage the preparation and filing of the Annual Return in Form MGT-7 under Section 92, which summarises the company's shareholding pattern, director details, key managerial personnel, and changes during the financial year. The annual return must be filed within 60 days of the AGM, and we ensure this deadline is met without exception. Our team also handles the complete AGM lifecycle under Section 96 — from convening notice preparation under Section 101 with 21 clear days notice, to minutes finalisation, including management of shorter notice consents where 95% of members entitled to vote have provided their approval.

E-voting is a critical component of listed company compliance under Section 108 read with Rule 20 of the Companies (Appointment and Qualification of Directors) Rules, mandated for all listed companies and companies with 1,000 or more shareholders. We coordinate with SEBI-registered e-voting agencies to set up the three-day voting window, prepare the e-voting notice, and ensure seamless remote participation by shareholders. Where resolutions fall under the 22 categories specified under Section 110, we manage the postal ballot process, including preparation of the postal ballot notice, tracking of shareholder responses, and declaration of results. Additionally, we prepare and file the quarterly corporate governance compliance report under Regulation 27 of SEBI (LODR) Regulations within 21 days of each quarter end, covering board composition, committee meetings, related party transactions, and other governance disclosures.

SEBI Regulation 24A requires every listed company to obtain an annual secretarial compliance report from a Company Secretary in Practice, confirming compliance with all SEBI regulations, circulars, and guidelines during the financial year. This report must be submitted to the stock exchanges within 60 days of the financial year end. Our team prepares this comprehensive report by reviewing all filings, board processes, disclosure obligations, and regulatory interactions undertaken during the year. We also manage the CEO/CFO certification under Schedule V of SEBI (LODR) Regulations and ensure alignment with Secretarial Standards SS-1 for board meetings and SS-2 for general meetings regarding notice, quorum, agenda, and minutes.