Comprehensive corporate governance solutions for Indian companies. We help organizations build robust governance frameworks, ensure SEBI and Companies Act compliance, and strengthen board effectiveness.
Corporate governance is the backbone of every well-managed organization. It encompasses the systems, processes, and structures that guide how a company is directed and controlled, ensuring accountability, transparency, and fairness in all stakeholder relationships. In India, corporate governance is governed primarily by the Companies Act 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for listed companies, and various other sectoral regulations that impose governance obligations on specific classes of entities.
At ComplianceBridge Advisory, we provide end-to-end corporate governance advisory services that help companies establish, maintain, and enhance their governance frameworks. Our team of qualified Company Secretaries and governance professionals brings deep expertise in the Companies Act 2013, SEBI regulations, Clause 49 of the listing agreement, and best practices in board governance. We work with listed companies, public limited companies, private limited companies, LLPs, and subsidiary companies, providing tailored governance solutions that align with your specific regulatory requirements and business objectives.
In an era of increasing regulatory scrutiny, stakeholder activism, and corporate accountability, robust corporate governance is no longer a choice but a business imperative. Poor governance practices can lead to regulatory penalties, loss of investor confidence, reputational damage, and even director liability. Our proactive approach to corporate governance helps companies avoid these risks while building a governance culture that enhances long-term value creation and stakeholder trust.
We design and implement comprehensive governance frameworks that comply with the Companies Act 2013, SEBI LODR regulations, and industry best practices.
A well-designed governance framework establishes the foundation for effective board oversight, management accountability, and regulatory compliance. We work with companies to design governance structures that clearly define roles and responsibilities, establish reporting mechanisms, and create accountability structures. This includes drafting the governance charter, defining board and committee mandates, and establishing information flow protocols between management and the board.
The Companies Act 2013 and SEBI LODR prescribe specific board composition requirements. Listed companies must have at least six directors with at least one-third being independent directors. For companies with executive chairman, at least half the board must be independent directors. We advise on board composition strategy, identify and recommend suitable independent director candidates, and ensure compliance with the independence criteria prescribed under Schedule IV of the Companies Act and Regulation 16 of SEBI LODR.
Section 134(3)(p) of the Companies Act 2013 mandates annual board evaluation for all listed companies and prescribed classes of public companies. The evaluation covers the performance of the board as a whole, its committees, and individual directors including the chairman. We design comprehensive evaluation frameworks, facilitate the evaluation process, compile results, and recommend action plans for improvement. Our evaluation methodology aligns with SEBI LODR Regulation 17(10) and the guidance note on board evaluation issued by SEBI.
A compliance risk assessment is essential for identifying areas where the company may be exposed to regulatory penalties, enforcement actions, or reputational damage. Our comprehensive compliance risk assessment covers all applicable laws including the Companies Act 2013, SEBI regulations, FEMA provisions, labor laws, environmental regulations, and sector-specific statutes. We map compliance obligations, assess current compliance status, identify gaps, and develop remediation roadmaps with clear ownership and timelines.
The Companies Act 2013 introduced comprehensive corporate governance provisions that apply to all classes of companies, with enhanced requirements for listed and public companies.
The Companies Act 2013 prescribes detailed requirements for board composition, director appointment, and director duties. Section 149 mandates minimum board composition including independent directors for specified companies. Section 152 governs the appointment of directors, including the requirement for DIN (Director Identification Number). Schedule IV lays down the code for independent directors, defining their role, duties, and responsibilities.
Sections 177 and 178 of the Companies Act 2013 mandate constitution of specific board committees for certain classes of companies. Section 177 requires an audit committee with at least three directors, two-thirds being independent. Section 178 requires a nomination and remuneration committee and a stakeholder relationship committee for listed and prescribed public companies. These committees play a critical role in governance by providing focused oversight on specific areas.
We provide comprehensive secretarial audit services and ongoing governance monitoring to ensure continuous compliance with all applicable laws.
A secretarial audit is a comprehensive audit of compliance with the Companies Act 2013, SEBI regulations, FEMA, listing agreement, and other applicable corporate laws. It is mandatory for listed companies and public companies with paid-up capital of Rs 50 crore or more. The audit is conducted by a Practicing Company Secretary and the report is filed in Form MR-3 with the ROC. Our secretarial audit process involves a detailed review of all statutory records, board and committee meeting compliance, annual filing compliance, related party transaction documentation, and adherence to secretarial standards.
Beyond periodic audits, we provide ongoing governance health monitoring services that keep your company continuously aligned with regulatory requirements. This includes tracking regulatory changes, monitoring compliance deadlines, issuing alerts for upcoming obligations, and preparing periodic governance health reports for the board. Our governance monitoring dashboard provides real-time visibility into compliance status across all applicable laws and regulations.
When governance gaps or compliance deficiencies are identified through audits or monitoring, we provide targeted remediation support. This includes preparing and filing belated returns, regularizing director appointments, updating statutory registers, rectifying board resolution defects, and addressing any non-compliance identified during secretarial audits. Our remediation approach is systematic and prioritized based on risk severity and regulatory urgency.
We follow a systematic approach to assess, design, implement, and monitor governance frameworks for our clients.
We conduct a comprehensive assessment of your current governance practices against the requirements of the Companies Act 2013, SEBI LODR, and other applicable regulations. This includes reviewing board composition, committee structure, meeting practices, disclosure processes, and policy documentation.
Based on the assessment findings, we design a tailored governance framework that addresses identified gaps and aligns with regulatory requirements. This includes drafting governance charters, committee mandates, policy documents, and compliance calendars specific to your company.
We support the implementation of the governance framework through board and committee meeting facilitation, resolution drafting, statutory register updates, regulatory filings, and training of board members on their governance responsibilities and fiduciary duties.
We provide continuous governance monitoring through compliance dashboards, periodic health checks, regulatory change tracking, and annual board evaluation support. This ensures your governance framework remains current and effective as regulations and business needs evolve.
Our team has extensive experience in corporate governance advisory, having supported hundreds of companies in establishing and maintaining governance frameworks across diverse industries and company types.
We ensure your governance framework is fully aligned with the Companies Act 2013, SEBI LODR, secretarial standards, and all other applicable regulations, minimizing the risk of non-compliance.
We don't just react to compliance deadlines — we build proactive governance systems that anticipate regulatory changes, prevent violations, and enhance board effectiveness on an ongoing basis.
We provide ongoing advisory support to boards of directors and company secretaries, serving as a trusted governance partner for all compliance and regulatory matters.
Director compliance, board meeting management, independent director advisory, and governance framework support.
Secretarial audits, compliance management, board advisory, and statutory compliance services.
Companies Act compliance including statutory registers, annual filings, and regulatory disclosures.
Corporate governance refers to the system of rules, practices, and processes by which a company is directed and controlled. It involves balancing the interests of a company's many stakeholders, including shareholders, management, customers, suppliers, financiers, government, and the community. Good corporate governance ensures accountability, fairness, and transparency in a company's relationship with all its stakeholders, which is essential for long-term sustainability and investor confidence.
The Companies Act 2013 mandates several governance requirements including: composition of the board with at least one-third independent directors for listed companies, constitution of audit and nomination and remuneration committees, board evaluation, related party transaction approvals, establishment of a vigil mechanism, and mandatory secretarial audit for certain classes of companies. Section 149 requires proper board composition while Sections 177 and 178 govern committee constitution.
SEBI's Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribe corporate governance norms for listed companies. These include requirements for board composition (at least six directors with one-third independent directors), audit committee (minimum three members, all independent), nomination and remuneration committee, stakeholder relationship committee, board evaluation, related party transaction policy, and robust disclosure practices. Non-compliance can result in penalties and adverse observations in annual corporate governance reports.
A secretarial audit under Section 204 of the Companies Act 2013 is an audit to check compliance with the Companies Act 2013, applicable rules, SEBI regulations, FEMA, and other corporate laws. It is mandatory for every listed company and every public company with paid-up capital of Rs 50 crore or more, or outstanding loans/debentures of Rs 100 crore or more. The audit is conducted by a Practicing Company Secretary and the report is filed in Form MR-3 with the ROC.
A compliance risk assessment is a systematic process of identifying, analyzing, and evaluating the risks of non-compliance with laws, regulations, and internal policies that apply to an organization. In the context of corporate governance, it involves reviewing the company's compliance framework, identifying gaps in adherence to the Companies Act, SEBI regulations, FEMA provisions, labor laws, and other applicable statutes, and recommending remedial measures. Regular compliance risk assessments help companies proactively address governance gaps before they result in penalties or regulatory action.
Corporate governance practices should be reviewed at least annually, typically during the board evaluation process and ahead of the annual general meeting. However, companies should conduct more frequent reviews in response to regulatory changes, significant corporate events, or changes in the business environment. Many leading companies conduct quarterly governance reviews as part of their board committee meetings. ComplianceBridge Advisory recommends ongoing governance monitoring with at least one comprehensive annual assessment to ensure alignment with evolving regulatory requirements.
Our team of qualified professionals is ready to assist you with all aspects of corporate governance. Contact us for a comprehensive governance assessment and tailored advisory services.
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