Of / company secretary is responsible for adhering to all (legal) compliance regulations in India.For private limited companies, the following tasks, among others, are due during the financial year:

(First-time) appointment of an auditor

The Indian one Companies Act provides for the appointment of an auditor within one month of the official founding date (receipt of the Certificate of Incorporation) in front.

The first appointment is made by a resolution of the Board of Directors for a period of one year. The choice of an auditor is a strategic decision in terms of controlling - especially in joint ventures - and ensures transparency.

Statutory Audit

Or called statutory audit: Every company must have its annual financial statements audited by the above-mentioned auditor and a corresponding report prepared.

(Note: In the event of irregularities and suspicions, you can also extraordinary audits initiated and carried out.)

Annual General Meeting

Once a year - but no later than 6 months after the end of the financial year - a shareholders' meeting must be held, to which all shareholders are invited.

(Note: The first Annual General Meeting must be submitted within 9 months of the end of the financial year, i.e. by December 31.12st. be held)

The main task of a general meeting is, among other things, the approval of the annual financial statements (Annual accounts), the determination of the dividend, the appointment or reappointment of the auditor (for a period of five years) as well as the appointment and remuneration of the Board members.

Filing of Annual Returns & Financial Statements

The following forms or documents must be submitted to the Registrar of Companies (RoC) on time:

  • Financial Statements (Form AOC-4): Balance sheet and profit and loss statement together with the Director's & Auditors Report - within 30 days of the shareholders' meeting
  • Annual Returns (Form MGT-7) – within 60 days of the Annual General Meeting

Holding board meetings

The first meeting of the Board of Directors must be held within 30 days from the date of incorporation. At least four meetings must take place per year (maximum 120 days apart). For this to happen, at least two directors or a third of the directors must be present.

The Company Secretary records the meeting in the “Minutes of Board Meeting”

Maintenance of Statutory Registers and Records

In addition to the minutes of the board meetings (see above), the company secretary There are also other legal requirements for the company (see Companies Act 2013) keep prescribed registers and keep them for a period of at least eight years:

  • Register of Share Allotments
  • Register of Members
  • Register of Share Transfers
  • Register of Director's Shareholding
  • Register of Managing Directors
  • Register of Mortgage and Charges
  • Register of Contracts Entered into by the Company in which Directors are Interested
  • Register of Directors
  • Register of Investment in Shares of Any Body Corporate
  • Register of Loans Made, Guarantees Given, Securities Provided by the Company
  • Register of Renewal and Duplicate Share Certificates
  • Register of Dividends
  • Register of Document Executed under Common Seal

Further (occasion-related) filings

In addition to the above-mentioned (annual) mandatory filings, there are a number of event-related reports that must be fulfilled.

  • Change in Authorized or Paid-up Share Capital
  • Allotment of new shares or transfer of shares
  • Loans to other companies
  • Appointment of directors or payment of compensation
  • Granting loans to directors
  • Opening or closing bank accounts or changing bank accounts.
  • Appointment or change of an auditor

Legal compliance is “a matter for the boss”

The Board of Directors is responsible for ensuring legal compliance. This means that all(!) directors assume a number of obligations and personal liability risks (often without being aware of it).

In most cases, fulfilling all duties and tasks is not really possible from Europe or is simply lost in everyday business. On the other hand, the duties and tasks arising from the role of a board member of an Indian company cannot simply be “delegated” to the local management. See also Negative consequences for companies and directors of non-compliance

A comprehensive view and assessment of the status quo within the framework of a Corporate Compliance Audit is of great importance in this regard. We would be happy to provide you with an individual consultation at any time.