Secretarial Compliance Services: Reports & Compliance Certification

Compliance obligations of a company do not end with the filing of annual reports. It is necessary to communicate regularly about the compliance of board procedures, statutory records, disclosures, resolutions, filings, or other formal steps and requirements.

By using our secretarial compliance services, you can identify missing links before they turn into other issues of governance and compliance. The review may include applicable aspects of the company law as well as your corporate records and compliance background.

A compliance report is a structured document outlining the current status of all applicable legal and regulatory requirements considered by our team to be relevant to your company at this time. This includes highlighting all completed compliance requirements, pending requirements, discrepancies, and those which are identified as needing corrective action.

You need to tailor your records to reflect your company’s structure, and, based on that, carry out a review (i.e., whether it’s simply an overall internal review of compliance, a secretarial audit, ROC records, or something more specific relating to a particular other compliance regime).

For example, the Companies Act provides for ‘secretarial audit’ in respect of certain types of company (see Section 204) accompanied by a prescribed report in Form MR-3.

The report gives you a consolidated view on whether your company is adhering to its applicable statutory requirements. It will highlight any missing records, overdue filings, and procedural gaps.

You may find this useful when:

• Annual corporate compliance check

• Preparing for due diligence

• Identify statutory gaps

• Review of board/shareholder procedures

• Preparation for investments/restructuring

• Monitor regulatory obligations

• Enhancing internal corporate governance.

We can perform this type of review on an annual basis, allowing us to advise proactively on potential areas that may impact your future transactions.

The nature of a secretarial compliance report will vary according to the nature of the company and also according to the purposes of the assignment.

Reviews may include any of the following:

• Minutes of board meetings

• Minutes of general meetings

• Statutory books

• Filings with the Ministry of Corporate Affairs

• Details of share capital

• Documents about directors

• Resolutions and notices

• Minutes and disclosures

• Compliance with regulations on related parties

• Compliance with applicable corporate laws

• Event-reporting

• Any other applicable regulations

The review will be based on the company's records and applicable laws and regulations about its activities.

The professional who can prepare or sign the report depends on the type of report and applicable regulations. Certain types of secretarial audits and certifications are specifically assigned to company secretaries in practice.

For listed companies, the annual secretarial compliance report under Regulation 24A of the SEBI LODR Regulations and in the format prescribed by ICSI requires review of applicable regulations and reporting of non-compliance.

Depending on specific requirements, you may have to provide one or more of these:

• Company incorporation certificate

• Memorandum & Articles of Association

• Past MCA Filings (Financial Reports /Annual Returns /Minutes of Board Meetings /Minutes of General Meetings)

• Board and Shareholder Resolutions

• Legal Registers

• Shareholding Records

• Information of Directors/KMP

• Contract Register

• Related Party Records

• Loan/Investment & Interest Details

• Copies of Regulatory filings etc.

Documents needed for submission vary from company to company as well as basis review.

The steps to complete the process of compliance certification require you to understand what is needed for the application, like documents, reports, and identifying the gaps. Details explained below:

Step 1: Understand Your Compliance Scope

First, we define the nature of your company’s business activities and specific compliance requirements.

Step 2: Collect Corporate Records

Please attach all applicable statutory records, previous filings, resolutions and other relevant supporting documents as well.

Step 3: Conduct Compliance Review

Records are examined against the relevant legal and regulatory requirements. Opting for compliance certification services can help complete it without delay.

Step 4: Identify Gaps

Any missing filing/procedural deficiencies/inconsistencies/pending compliance should be captured here for follow-up.

Step 5: Prepare the Report

Findings will be provided in an appropriate compliance report/certification format as required by the applicable requirements.

Step 6: Correct Identified Issues

In some cases, it may be possible to provide details that address the above-mentioned gaps as part of your required filings, documentation, or by taking certain corporate actions.

The timeline of the compliance reporting depends on the size of the company, number of records that need to be audited, reporting scope, and preparation of documents.

The cost depends on company size, number of years reviewed, professional and government charges.

Note: Apart from professional fees, you may also need to pay government charges according to the nature and complexity of the compliance. You may need to pay for additional compliance work. For the latest fees, you can contact Companyregister.co.in.

Once compliance activities are completed, you will receive reports, certificates, or other compliance results relevant to your firm as per the scope agreed upon.

It is a must to keep records of documents whose compliance and records have been reviewed in addition to the final report.

Compliance reports are not always valid forever. The time validity is associated with the period of the compliance period, year, or type of compliance.

In case your business is doing transactions, changes the members of its board, changes its share capital, or its compliance changes, you will have to conduct a new audit.

There are no general requirements for renewal of all types of compliance reports per year. The periodicity of the reports is based on the statute and purpose of the compliance report.

Some requirements for compliance related to listed entities may require annual compliance reporting. Thus, according to the ICSI information, the Listed Entity Annual Secretarial Compliance report is submitted to the stock exchange within the timelines established by the year after the financial year’s completion.

Renewal Process

If there is an annual review, it will be necessary to submit corporate records and information that reflect the most up-to-date information. A professional will then conduct the review.

Renewal Fee

There are no standard charges that you may incur when renewing. The fees vary depending on the level of review required, the size of the company, the quantity of records, and requirements for certification.

If any discrepancies are discovered as a result of the review, corporate records will need to be updated and filings corrected;

The remedial actions taken will depend on the nature of the discrepancy, which needs to be resolved in determining the right intervention.

The consequences depend on the exact provision that has been violated. Poor compliance, wrong disclosures, late filings, or other violations can have multiple consequences, including additional fees and penalties according to the laws that apply to that situation.

A compliance audit shows potential issues, but the impact has to be assessed for each specific violation.

You need to keep in mind that making mistakes can lead to compliance issues. Main reasons for compliance mistakes include:

• Missing statutory books

• Incomplete minutes

• Delay in filing with MCA

• Wrong data about the company

• Missing resolutions

• Lack of consistency in shareholders register

• Unreported corporate events

• Incomplete disclosures

• Open previous compliance issues

Keeping the books updated will help you to spot violations in due time.

We offer compliance assistance to companies located in Delhi, Maharashtra, Karnataka, Gujarat, Tamil Nadu, Telangana, Uttar Pradesh, Haryana, Rajasthan, Punjab, West Bengal, and other states.

Although the prevailing corporate law in the country is mainly a central one, it is necessary that your company’s ROC jurisdiction is taken into account along with any specific state-related requirements.

We assist companies in the following fields of activity:

• Manufacturing

• Information Technology

• Healthcare

• Education

• E-commerce

• Trading

• Logistics

• Real Estate

• Infrastructure and

• Consulting

If your business is working in a regulated industry, the assessment can consider the additional obligations that are prescribed for your activity.

Companyregister.co.in provides help with reviewing corporate records and compliance assessment, as well as with documentation and certification requirements of the law. Our team helps clients understand their obligations and prepares the required documentation for the review.

Our team can also assist you with related Due Diligence, ROC filings, and corporate compliance requirements when your company needs broader regulatory support.