Company Laws

Company Laws Practice

Our Company Laws practice advises Indian companies, foreign subsidiaries, and their boards on the full spectrum of obligations under the Companies Act, 2013 — from incorporation and foundational agreements through annual compliance, board governance, related-party transactions, and ROC and NCLT proceedings. The Companies Act, 2013 imposes ongoing governance and compliance obligations on directors and companies that carry personal liability consequences for non-compliance.

• Directors’ personal duties under Section 166 of the Companies Act, 2013 cannot be delegated or contracted away. We advise directors on these obligations before they accept a board role, not after a regulatory action is initiated.
• Related-party transactions above the thresholds in Section 188 of the Companies Act require prior board or shareholder approval. Proceeding without approval creates both a statutory violation and grounds for an oppression and mismanagement petition.
• Annual returns and financial statements must be filed with the Registrar of Companies within prescribed timelines. Late filing attracts penalties that compound daily. We advise on avoiding these through a managed compliance calendar.
• Secretarial audit under Section 204 is mandatory for prescribed company classes and provides both a compliance check and an early warning system for governance gaps.
• Company law compliance is a continuous workstream, not a one-time filing exercise. We manage the recurring board meeting, committee meeting, disclosure, approval, and filing obligations for our corporate clients throughout the year.

1. Company Incorporation and Post-Incorporation Compliance

We advise on company incorporation under the Companies Act, 2013 — memorandum and articles of association, DIN applications, name reservation, and certificate of incorporation. At incorporation, we also finalise the shareholders’ agreement, founders’ agreement, and IP assignment documentation — these are easiest and cheapest to get right at formation. Post-incorporation compliance obligations begin immediately: the first board meeting within thirty days of incorporation, opening a bank account, issuing share certificates, and establishing the statutory registers required under the Companies Act.

2. Board Composition, Committees, and Meeting Compliance

The Companies Act, 2013 prescribes requirements for board composition — minimum directors, independent director requirements for prescribed companies, and woman director requirements. Specified committees must be constituted: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee for applicable companies. We advise on meeting the requirements, managing director qualifications and disqualifications under Section 164, and the documentary requirements for board meetings under Section 118.

Independent directors carry additional obligations under Schedule IV of the Companies Act. We advise independent directors on their obligations before they accept a board seat — particularly in relation to financial information integrity, related-party transactions, and the obligation to report concerns about management conduct.

“In our experience of NCLT proceedings, related-party transactions that were not properly approved under Section 188 are the single most common factual basis for minority shareholder petitions. We advise on getting the approval process right — not on defending its absence.”

3. Annual Filings, ROC Compliance, and Secretarial Audit

We manage the annual compliance calendar for our company law clients — annual return (Form MGT-7), financial statements (Form AOC-4), and the applicable forms for changes in directorship, shareholding, charges, and registered office. Secretarial audit under Section 204 is mandatory for prescribed company classes and requires a practising company secretary to examine compliance with all applicable corporate laws. We advise on addressing secretarial audit findings and on using the process proactively to identify compliance gaps before they become penalties.

4. Related-Party Transactions, Disclosures, and Conflict of Interest Management

Related-party transactions above the thresholds prescribed under Section 188 of the Companies Act require prior board approval or shareholder approval for transactions above specified limits. We advise companies on identifying related parties under the Act’s definition, designing an arm’s-length pricing framework for routine transactions, documenting the approval process correctly, and managing disclosure obligations in the annual report.

5. ROC Proceedings, Compounding, and NCLT Company Law Applications

Where technical violations of the Companies Act have occurred — missed filings, improperly constituted boards, undocumented related-party transactions — we advise on the compounding process under Section 441 for compoundable offences, on condonation of delay applications for late statutory filings, and on ROC inquiry responses. For more serious company law violations or disputes, we appear before the NCLT under its company law jurisdiction. Across 13 partners and 220+ professionals in New Delhi, Mumbai, Chennai, Hyderabad, and Bangalore.