End-to-end corporate law advisory and compliance services for Indian companies, foreign subsidiaries, and multinational groups operating in India. From company incorporation and ROC filings to secretarial compliance, NCLT representation, mergers and amalgamations, and Companies Act advisory — KDP's corporate law consultants manage every aspect of your statutory obligations under the Companies Act, 2013 and allied legislation.
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The Companies Act, 2013 governs virtually every aspect of how a company is formed, managed, and dissolved in India. Its provisions cover incorporation and constitution, share capital and debentures, acceptance of deposits, management and administration, accounts and audit, appointment of directors and key managerial personnel, related-party transactions, mergers and amalgamations, corporate insolvency, and winding up. Non-compliance with the Act does not just attract financial penalties — it can result in disqualification of directors, prosecution of officers in default, and reputational consequences for the company and its promoters.
For foreign companies operating through Indian subsidiaries, joint ventures, or branch structures, the compliance obligations are layered further. The Companies Act requirements sit alongside FEMA, RBI, and SEBI regulations, and the interaction between these frameworks requires advisors who understand all of them, not just one in isolation.
At KDP (Kamdar Desai and Patel LLP), our corporate law consultants have been advising Indian and multinational businesses on company law matters since 1955, well before the Companies Act, 2013 replaced the earlier Companies Act, 1956. Our team includes Chartered Accountants and Company Secretaries who work together to provide integrated advice covering the full spectrum of corporate law requirements: from incorporating a company and drafting its constitutional documents, to maintaining statutory registers, filing annual returns, advising boards on their fiduciary duties, structuring mergers and amalgamations, and representing clients before the Registrar of Companies, the Regional Director, and the National Company Law Tribunal.
Many companies in India treat corporate law compliance as a checkbox exercise handled reactively, filing documents only after receiving notices. KDP takes a proactive approach: we build a compliance calendar for each client, flag upcoming due dates in advance, and ensure that secretarial obligations are met before they become defaults. For promoters and directors, this approach means significantly reduced personal liability exposure and a cleaner compliance record that supports fundraising, transactions, and regulatory approvals.
Get StartedWe handle the full incorporation process for private limited companies, public limited companies, LLPs, OPCs, Section 8 companies, and foreign company registrations, including drafting of the Memorandum and Articles of Association.
We manage all annual and event-based filings with the Registrar of Companies through the MCA21 portal, including AOC-4, MGT-7, DIR-12, and all other required forms, on time and without defaults.
We provide ongoing secretarial support covering statutory register maintenance, board and general meeting documentation, minutes, resolutions, notices, and compliance with the Companies Act, 2013 on a retainer basis.
We advise on and execute corporate restructuring transactions including mergers, amalgamations, demergers, and slump sales, covering scheme drafting, valuation, NCLT filings, and post-approval implementation.
We represent companies and their directors before the National Company Law Tribunal, the Regional Director, and the Registrar of Companies in proceedings covering compounding of offences, strike-off revival, winding up, and other corporate law disputes.
Corporate law compliance in India is not limited to an annual return. The Companies Act, 2013 creates a continuous obligation framework covering the following key areas.
Every company in India must have a Memorandum of Association (MoA) and Articles of Association (AoA) that comply with the Companies Act. The MoA defines the company's objects and the scope of its activities. The AoA governs internal management, the rights and duties of directors and shareholders, and the procedures for meetings and resolutions. Drafting these documents accurately at the time of incorporation avoids significant amendment costs later.
Every company must file its annual accounts in Form AOC-4 and its annual return in Form MGT-7 (or MGT-7A for small companies) with the Registrar of Companies within specified timelines after the close of the financial year. Late filing attracts additional fees and, beyond prescribed limits, can result in prosecution of officers in default.
In addition to annual filings, companies must file with the ROC on the occurrence of specified events: change of directors (DIR-12), change in registered office (INC-22), allotment of shares (PAS-3), creation or modification of charges (CHG-1), appointment of auditors (ADT-1), and several others. These filings must be made within tight statutory deadlines, typically 15 to 30 days of the triggering event.
The Companies Act prescribes the minimum frequency of board meetings (at least four per year, with a gap of not more than 120 days between two consecutive meetings), the quorum requirements, the manner of giving notice, and the content of minutes. Annual General Meetings must be held within six months of the close of the financial year. Non-compliance with meeting requirements is an offence under the Act.
Every company must maintain a set of statutory registers at its registered office, including the Register of Members, Register of Directors and Key Managerial Personnel, Register of Charges, Register of Contracts with Related Parties, and others. These must be updated promptly on every change and made available for inspection as required.
Our corporate law service covers every statutory obligation a company faces under the Companies Act, 2013. Each area is handled by our integrated team of Chartered Accountants and Company Secretaries.
Incorporating a company correctly from the outset avoids amendments, disputes, and regulatory complications later. KDP manages the complete incorporation process for all types of entities recognised under Indian law, including private limited companies, public limited companies, one-person companies, LLPs, Section 8 (not-for-profit) companies, and foreign company registrations under Section 380 of the Companies Act, 2013.
Every company registered in India has ongoing annual filing obligations with the Registrar of Companies through the MCA21 portal. KDP manages the complete annual compliance cycle for each client on a retainer basis, ensuring no filing is missed and no default is incurred.
Ongoing secretarial compliance requires consistent attention throughout the year, not just at year-end. KDP provides complete secretarial support on a retainer basis, covering all board and shareholder-level documentation and statutory register maintenance as required under the Companies Act, 2013.
Beyond the annual filings, the Companies Act requires companies to report a wide range of events to the Registrar of Companies within specific statutory timeframes. Missing these deadlines attracts per-day additional fees and, for prolonged delays, can constitute a criminal offence for officers in default. KDP tracks all triggering events and files the required forms on time.
Corporate restructuring transactions under the Companies Act, 2013 are governed by Sections 230 to 240, which require court-approved schemes sanctioned by the National Company Law Tribunal. These transactions involve multiple regulatory and procedural steps and must be coordinated across the ROC, RBI, income tax authorities, stock exchanges (for listed companies), and the NCLT. KDP advises on and executes the complete restructuring process.
Disputes, defaults, and regulatory proceedings under the Companies Act are adjudicated before the National Company Law Tribunal at the first instance, with appeals before the National Company Law Appellate Tribunal. The Registrar of Companies and the Regional Director also have adjudicatory powers for compounding of offences, revival of struck-off companies, and investigation proceedings. KDP represents companies and their directors in all such proceedings.
KDP manages your entire corporate law compliance lifecycle proactively, from initial assessment to ongoing advisory support. Here's exactly how we work.
We begin by reviewing your company's existing compliance status: filings made, registers maintained, pending defaults, and any notices received from the ROC or MCA. For new clients, this assessment identifies gaps that need to be addressed before we establish the ongoing compliance framework.
We build a company-specific annual compliance calendar covering every statutory due date applicable to your entity, board meeting schedules, AGM timelines, event-based filing triggers, and director KYC deadlines. This calendar is shared with your team and reviewed quarterly.
For each upcoming filing or compliance obligation, we collect the required information and documents from your team, prepare the relevant forms, resolutions, minutes, and supporting documents, and get them reviewed and approved before submission.
We file all forms on the MCA21 portal within the statutory deadline, obtain the SRN (Service Request Number) and acknowledgement, and share confirmation with your team. For event-based filings, we monitor trigger events and file without waiting for a reminder.
We update your statutory registers promptly on every change in directors, shareholders, charges, or other notifiable events, ensuring that the registers are accurate, current, and available for inspection at all times.
In addition to compliance execution, we remain available for advisory queries on company law matters throughout the year: director duties, related-party transaction approvals, shareholder rights, dividend declaration procedures, and other governance questions.
KDP (Kamdar Desai & Patel LLP) is one of India's most experienced firms for corporate law advisory, statutory compliance, and NCLT representation.
KDP has been advising companies on their statutory obligations since 1955, under the Companies Act, 1956 and now the Companies Act, 2013. This depth of experience means we understand not just the current provisions but also the practical approach taken by the ROC, the Regional Director, and the NCLT in assessments and proceedings.
Corporate law compliance does not sit in isolation from the company's accounts, tax filings, and FEMA obligations. At KDP, the same team that handles your income tax, GST, and FEMA compliance also manages your company law obligations, ensuring that all filings and disclosures are consistent and that no regulatory requirement falls through the gap between advisors.
The most common and costly company law problems arise from missed deadlines, not substantive violations. KDP's compliance calendar approach means that your due dates are tracked, your documents are prepared in advance, and your filings are made on time. You are not relying on a notice from the ROC to remind you that a filing was due.
Many secretarial firms can handle routine annual filings but cannot represent you before the NCLT or the ROC in a dispute or compounding proceeding. KDP handles both the routine compliance and the complex representation work, so you do not need to engage a separate advisor when a matter escalates.
Reach out to our experts today for a personalised consultation. We'll guide you from incorporation and ROC filings to secretarial compliance and NCLT representation.
Clear answers to the most common queries about corporate law compliance in India.
A Company Secretary (CS) is a professionally qualified member of the Institute of Company Secretaries of India (ICSI) and is specifically trained in corporate governance and secretarial practice. Certain companies above prescribed thresholds are legally required to appoint a whole-time Company Secretary under Section 203 of the Companies Act, 2013. A corporate law consultant is a broader term for a professional, whether a CA, CS, or legal practitioner, who advises companies on their obligations under the Companies Act and allied legislation. At KDP, our corporate law advisory team includes both Chartered Accountants and Company Secretaries, allowing us to provide integrated advice on compliance, transactions, and regulatory proceedings.
Every company incorporated in India, regardless of size, turnover, or whether it has carried on any business during the year, is required to file its annual return (Form MGT-7 or MGT-7A) and its financial statements (Form AOC-4) with the Registrar of Companies after the close of each financial year. The filing deadlines are 60 days from the AGM for the annual return and 30 days from the AGM for the financial statements. For companies that are required to hold their AGM by 30 September, the effective filing deadlines are typically 28 November (annual return) and 29 October (financial statements). Dormant companies file a simplified annual return in Form MGT-7A.
The default penalty for non-filing of annual returns or financial statements is Rs. 100 per day per document for each day of default, in addition to the original filing fee. Beyond the monetary penalty, officers in default (typically the directors and the Company Secretary) can be prosecuted under the Companies Act. Directors of companies that have not filed financial statements or annual returns for three consecutive financial years are liable to be disqualified under Section 164(2) of the Companies Act, 2013, and their DINs are deactivated for a period of 5 years. Such disqualification may lead to the resignation of all other companies and cannot be a director of such a company in which a default has been incurred.
Compounding is a process under Section 441 of the Companies Act, 2013, by which a company and its officers in default can pay a compounding fee to the ROC or the Regional Director (for offences with a maximum fine below Rs. 25 lakh) or to the NCLT (for offences with a higher maximum fine) in lieu of prosecution. It is available for offences that are not specifically excluded, and it extinguishes the criminal liability for the compounded offence. Compounding is commonly used to regularise delayed filings, technical non-compliances, and procedural defaults. KDP prepares the compounding application, compiles the supporting documentation, and represents the company and directors in the compounding proceedings.
A scheme of arrangement is a court-approved restructuring mechanism under Sections 230 to 232 of the Companies Act, 2013 that allows companies to carry out mergers, amalgamations, demergers, capital reductions, or other reorganisations that would otherwise require individual consent from every affected shareholder and creditor. The scheme requires approval from shareholders and creditors of each company involved (by a majority in number representing three-fourths in value), sanction by the NCLT, and filing of the NCLT order with the ROC before it becomes effective. Once sanctioned, a scheme binds all members and creditors, including those who voted against it.
Yes. A company that has been struck off the register of companies by the ROC under Section 248 of the Companies Act, 2013 can apply for revival under Section 252. The application must be made to the NCLT within 20 years of the date of strike-off. The NCLT may order the restoration of the company's name to the register if it is satisfied that the company was carrying on business at the time of strike-off or that it is just and equitable to restore it. On restoration, the company is treated as if it had never been struck off, and all intervening filing defaults must be regularised. KDP handles the complete revival application, ROC coordination, and post-restoration compliance catch-up.
A foreign company that establishes a place of business in India must register with the ROC under Sections 380 to 386 of the Companies Act, 2013. Registration requires filing of Form FC-1 within 30 days of establishing the place of business, along with a certified copy of the charter documents, a list of directors, and details of the authorised representative in India. Thereafter, the foreign company must file its annual return in Form FC-3 and its financial statements prepared under the laws of its home country in Form FC-4 each year. KDP manages the complete registration and ongoing annual compliance for foreign companies, coordinating with the RBI and FEMA compliance requirements for the same entity.
A Secretarial Audit is an independent audit of a company's compliance with the Companies Act, 2013, SEBI regulations, FEMA, and other applicable laws, conducted by a practising Company Secretary and reported in Form MR-3. Under Section 204 of the Companies Act, 2013, a Secretarial Audit is mandatory for every listed company, every public company with a paid-up share capital of Rs. 50 crore or more, and every public company with a turnover of Rs. 250 crore or more and companies with more than Rs. 100 crores in outstanding loans. Certain material subsidiaries of listed companies are also required to conduct a Secretarial Audit. KDP provides Secretarial Audit support, working with the company's practising CS to ensure all records and registers are in order before the audit, and coordinating the preparation of the MR-3 report.
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