1. Incorporation and Registration
- File INC-32 (SPICe+) for company incorporation.
- Obtain Certificate of Incorporation from the Ministry of Corporate Affairs (MCA).
- Register for PAN, TAN, and GST as applicable.
- Maintain a registered office address for the company.
2. Statutory Registers and Records
- Maintain updated registers of members, directors, and key managerial personnel.
- Keep records of share allotments, transfers, and charges created on company assets.
- Ensure records are available for inspection at the registered office.
3. Appointment of Key Personnel
- Appoint directors, auditors, and company secretaries as required.
- Comply with provisions for independent directors in case of listed or large public companies.
- File necessary forms for appointments, resignations, or changes (e.g., DIR-12, ADT-1).
4. Annual Filings and Returns
- File Form MGT-7 (Annual Return) and Form AOC-4 (Financial Statements) within the prescribed timelines.
- Conduct annual general meetings (AGMs) for shareholder discussions and approvals.
- Submit the Director’s Report, which includes company performance and governance disclosures.
5. Board Meetings and Resolutions
- Conduct at least four board meetings annually (for certain companies).
- Maintain detailed minutes of meetings, including resolutions passed.
- Adhere to quorum requirements for all meetings.
6. Financial Statements and Audit
- Prepare financial statements following accounting standards.
- Appoint statutory auditors and ensure timely completion of the audit.
- Submit the auditor’s report and address any qualifications or adverse comments.
7. Compliance with Section 135 (CSR)
- For companies meeting specified thresholds, form a Corporate Social Responsibility (CSR) committee.
- Allocate at least 2% of average net profits for CSR activities.
- Report CSR initiatives in the Director’s Report and Form CSR-1.
8. Shareholder and Stakeholder Compliance
- Issue share certificates within two months of allotment.
- Adhere to guidelines for dividend declaration and distribution.
- Handle grievances through proper mechanisms, such as the Stakeholder Relationship Committee.
9. Maintenance of Digital and Physical Records
- Use electronic filing systems for compliance forms via the MCA portal.
- Retain physical and digital copies of financial and statutory records for a minimum period, as prescribed.
10. Due Diligence and Risk Management
- Conduct regular internal audits to ensure compliance across all departments.
- Perform due diligence during mergers, acquisitions, or restructuring.
- Update compliance systems based on changes in the law.
11. Penalties for Non-Compliance
Non-compliance with the Companies Act attracts penalties for the company and its officers. Examples include:
- Late filing of annual returns: Monetary fines based on delay duration.
- Failure to hold AGMs: Penalties up to ₹1,00,000 for the company and ₹5,000 per day for officers.