BOARD COMPLIANCE
When we talk about corporate compliance, most business owners immediately think of ROC filings, GST, or audits. But one critical aspect often goes unnoticed — Board Compliance.
Board compliance is what keeps your company’s decisions valid, director’s safe from penalties, and governance strong. Without it, even the well-run business can face legal setbacks, director disqualifications, or penalties from the Ministry of Corporate Affairs (MCA).
Board Compliance refers to the set of legal, procedural, and governance obligations that a company’s Board of Directors must follow under the Companies Act, 2013 and related regulations.
Every company registered under the Companies Act, 2013 or Limited Liability Partnership Act, 2008 must submit annual returns and financial statements to the Registrar of Companies (ROC), maintained by the Ministry of Corporate Affairs (MCA).
Importance of Board Compliance
Board compliance ensures that a company’s decisions are valid, transparent, and legally sound. Maintaining proper meeting records, notices, and minutes creates an official trail of governance and protects directors from legal risks. Disclosures like MBP-1 and DIR-8 uphold integrity, while filings such as DIR-12, MGT-14, MGT-7/MGT-7A, and AOC-4 reflect the company’s accountability and adherence to law. Together, these practices strengthen investor confidence and make Board Compliance the backbone of effective corporate governance.
FAQs
No. Small companies and OPCs need to hold at least 2 board meetings per year, with a minimum gap of 90 days between them.
Yes. Draft minutes must be circulated within 15 days for comments, even if all directors were present in the meeting.
MGT-14 must be filed within 30 days of passing the resolution for matters like borrowing limits under Section 180(1)(c), appointment/removal of KMP and approval of financial statements.
Their office becomes vacant under Section 167(1)(b) of the Companies Act. The company must file DIR-12 to remove them officially.
Directors must submit MBP-1 annually or whenever there is a change in interest.
The adjourned meeting should be held at the same time and place next week, and the quorum rules apply again.