OUR GOVERNANCE & COMPLIANCE OFFERINGS

Corporate Governance & Compliance in India

India’s corporate governance framework is anchored in the Companies Act 2013, one of the most comprehensive corporate statutes in Asia. For foreign-invested entities, a parallel FEMA compliance layer administered by the RBI adds reporting obligations that run independently of the Companies Act regime. For listed companies, SEBI’s Listing Obligations and Disclosure Requirements (LODR) Regulations 2015 impose additional board, disclosure, and governance standards. Non-compliance can result in director disqualification, company strike-off, FEMA compounding penalties, and regulatory investigation. ATB Legal provides ongoing support that keeps companies in good standing across all applicable frameworks.

Companies Act 2013 — Statutory Compliance

Annual compliance under the Companies Act 2013 involves mandatory filings, meetings, and documentation obligations that apply regardless of company size or activity level. Annual obligations include: financial statement filing (Form AOC-4) and annual return filing (Form MGT-7) with the Registrar of Companies (ROC); Director KYC (Form DIR-3 KYC) for all directors; a minimum of four board meetings per year with prescribed notice and quorum; statutory audit; and maintenance of statutory registers including the register of members, directors, and contracts. Failure to file annual returns or financial statements for three consecutive years triggers director disqualification under Section 164 of the Act — preventing all directors from holding any Indian directorship for five years.

FEMA Compliance for Foreign-Invested Entities

Every Indian company that has received

foreign direct investment carries parallel obligations under the Foreign Exchange Management Act 1999. Key obligations include: FC-GPR filing with the RBI within 60 days of share allotment; FC-TRS within 60 days of any resident-to-non-resident share transfer; annual Foreign Liabilities and Assets (FLA) return filed with the RBI by 15 July each year; and FCGPR-B filing for bonus shares issued to foreign shareholders. Missed FEMA filings are regularised through compounding applications to the RBI — a penalty-bearing process that ATB Legal manages when required.

Board Governance and Director Responsibilities

The Companies Act 2013 prescribes specific requirements for board composition, independent directors in prescribed companies, board committee structures, and the duties of directors — including the duty of care under Section 166, the duty to avoid conflicts of interest, and the duty to act in the company’s best interests. Directors face personal liability for governance failures, including disqualification under Section 164 for filing defaults. ATB Legal advises the Indian boards of foreign-invested groups on governance frameworks, board committee charters, conflict of interest policies, and the practical management of director responsibilities under Indian law.

Compliance Audits and Gap Assessments

For companies with inconsistent prior compliance — whether newly acquired entities, dormant companies, or businesses that have grown faster than their compliance infrastructure — a structured compliance audit is the most efficient path to regularisation. ATB Legal conducts gap assessments across the Companies Act 2013, FEMA, and applicable sectoral frameworks, producing a prioritised remediation plan that addresses the highest-risk gaps first and provides a realistic timeline for full regularisation.