SECRETARIAL COMPLIANCE & ADVISORY

Secretarial Compliance & Advisory

Secretarial Compliance & Advisory encompasses the statutory, procedural, and governance-related obligations that companies and other regulated entities are required to comply with under corporate and allied laws in India. These compliances ensure that an organisation operates within the framework of the Companies Act, 2013 and other applicable regulations, while maintaining proper records, disclosures, and governance standards.

Secretarial compliance is an ongoing responsibility that begins from incorporation and continues throughout the existence of the entity. It plays a critical role in maintaining legal validity, regulatory transparency, and orderly corporate functioning.

At Syntrix Consulting , we assist businesses with secretarial compliance and advisory services by managing statutory requirements, documentation, and regulatory filings in accordance with applicable corporate laws.

Understanding Secretarial Compliance

Secretarial compliance refers to adherence to procedural and governance-related requirements prescribed under company law and other allied legislations. These obligations primarily relate to corporate disclosures, statutory filings, maintenance of records, and conduct of meetings.

Secretarial compliance ensures that decisions taken by the management and shareholders are properly documented, approved, and reported to regulatory authorities within prescribed timelines.

Applicability of Secretarial Compliance

Secretarial compliance requirements apply to:

Private Limited Companies

Public Limited Companies

One Person Companies (OPCs)

Listed and unlisted companies

Certain LLPs and entities under specific regulations

The extent and nature of compliance depend on factors such as company type, paid-up capital, turnover, listing status, and applicable regulatory provisions.

Legal and Regulatory Framework

Secretarial compliance and advisory services are governed by:

Companies Act, 2013

Rules framed under the Companies Act

Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

SEBI regulations (for listed entities)

Notifications and circulars issued by the Ministry of Corporate Affairs (MCA)

The Registrar of Companies (ROC) acts as the primary regulatory authority for secretarial filings.

Key Components of Secretarial Compliance & Advisory

Statutory Filings with MCA

Secretarial compliance includes preparation and filing of statutory forms with the Ministry of Corporate Affairs.

Includes:

Event-based filings

Changes in directors, auditors, or key managerial personnel

Alteration of capital, structure, or registered office

Filing of resolutions and agreements

Director-related disclosures and KYC filings

Board & Shareholder Meeting Compliances

Companies are required to conduct meetings in accordance with statutory provisions.

Includes:

Convening board meetings

Conducting annual general meetings (AGMs) and extraordinary general meetings (EGMs)

Drafting notices, agendas, and explanatory statements

Preparation and maintenance of minutes

Compliance with quorum and procedural requirements

Maintenance of Statutory Registers & Records

Secretarial compliance requires maintaining prescribed registers and records, such as:

Register of members

Register of directors and key managerial personnel

Register of charges

Minutes books

Share certificates and records

These records must be updated and preserved as per statutory timelines.

Director & Management Disclosures

Secretarial advisory includes managing disclosures and declarations required from directors and management.

Includes:

Disclosure of interest

Declaration of non-disqualification

Consent to act as director

Compliance with director appointment and resignation procedures

Secretarial Audit Support

Certain companies are required to undergo secretarial audit under the Companies Act.

Includes:

Preparation of records for secretarial audit

Assistance in responding to observations

Support in implementing compliance recommendations

Corporate Governance Advisory

Secretarial advisory services also include guidance on:

Corporate governance practices

Compliance with secretarial standards

Structuring board processes

Regulatory interpretation and procedural clarity

This advisory support assists entities in aligning internal processes with statutory requirements.

Importance of Secretarial Compliance

Ensures adherence to company law provisions

Maintains legal standing and regulatory validity

Supports transparency and accountability

Facilitates audits, inspections, and due diligence

Prevents procedural lapses and regulatory defaults

Non-compliance may result in penalties, regulatory action, or disqualification as prescribed under law.

Suitability of Secretarial Compliance & Advisory Services

These services are relevant for:

Newly incorporated companies

Growing businesses with evolving governance needs

Companies undergoing structural or management changes

Entities subject to audits or regulatory scrutiny

Businesses requiring ongoing corporate law advisory

Role of Syntrix Consulting 

Syntrix Consulting supports secretarial compliance and advisory by:

Identifying applicable secretarial requirements

Managing statutory filings and documentation

Assisting with meeting-related compliances

Maintaining statutory registers and records

Providing advisory on corporate law provisions

Supporting regulatory communications and filings

Our approach focuses on procedural accuracy, statutory alignment, and documentation clarity.

Frequently Asked Questions (FAQs)

What is secretarial compliance?
Secretarial compliance refers to adherence to procedural and governance-related requirements under company law and allied regulations.

Is secretarial compliance mandatory for all companies?
Yes, all companies are required to comply with applicable secretarial and statutory obligations, though the extent may vary.

What are event-based compliances?
Event-based compliances arise when specific corporate events occur, such as appointment of directors, change in capital, or alteration of registered office.

Are board meetings mandatory under company law?
Yes, companies are required to hold board meetings and general meetings as prescribed under the Companies Act.

What is a secretarial audit?
A secretarial audit is a compliance audit conducted to verify adherence to corporate and regulatory laws, applicable to certain classes of companies.

Who is responsible for secretarial compliance in a company?
The company and its directors are primarily responsible for secretarial compliance, supported by professional advisory services.

Are secretarial compliances separate from tax compliances?
Yes, secretarial compliances relate to corporate law and governance, while tax compliances relate to taxation laws.