Secretarial Compliance — Board & AGM

Board and general-meeting compliance rests on two pillars. Section 173, Companies Act 2013 requires the first Board meeting within 30 days of incorporation and, thereafter, a minimum of four Board meetings every calendar year, held such that not more than 120 days intervene between two consecutive meetings (small companies, OPCs, dormant companies and certain Section 8 companies have a relaxed minimum of two meetings, one per half-year, at least 90 days apart, under the applicable exemption notifications). Section 96 governs the Annual General Meeting: the first AGM must be held within nine months of the close of the company's first financial year (no separate AGM is then needed in the year of incorporation itself), and every subsequent AGM within six months of financial year-end, with not more than fifteen months elapsing between two consecutive AGMs — a One Person Company is exempt from holding an AGM at all, under the proviso to Section 96(1). Minutes of every Board and general meeting must be recorded within 30 days under Section 118, in the format prescribed by Secretarial Standards SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), which ICSI issues and Section 118(10) makes mandatory to observe.

Secretarial compliance is the management of a company's statutory governance under the Companies Act 2013 — the board and the members' meetings and the resolutions, the statutory registers and the records, the annual filings, the event-based forms, and the compliance certificates. The secretarial discipline is the machinery through which the company's decisions are made, recorded and reported — the meeting, the resolution, the register and the filing — and its quality decides the company's legal standing.

The company's decisions run through the secretarial machinery — the board meetings with the notice, the quorum and the minutes, the members' meetings and the resolutions, the registers of the members, the directors, the charges and the contracts, and the filings with the ROC that record the company's changes. The machinery is what the Act requires, and its gaps — the meeting that was never minuted, the resolution that was never passed, the register that was never kept — are the gaps the inspections and the transactions find.

The cost of broken secretarial compliance is the company's decisions without the record: the resolution that the transaction depends on and cannot be produced, the registers that the diligence finds incomplete, the filings that the ROC finds missing — each a gap that delays or destroys the transaction and exposes the directors.

This service is for companies of every size. We manage the secretarial calendar — the meetings, the resolutions and the registers — prepare and file the forms with the ROC, maintain the statutory records, and provide the compliance certificates, so the company's governance runs through the machinery the Act requires and the records exist when the transactions and the regulators need them.