Retainership Secretarial Services refer to professional support offered by a qualified practicing Company Secretary who is engaged by a company on a retainer basis. These services are delivered as per agreed terms, including remuneration and service scope. They play a crucial role in corporate governance, with strict consequences for non-compliance under the Companies Act and the LLP Act.

While not all companies are legally required to appoint a full-time Company Secretary, in the absence of one, the company’s directors bear full responsibility for ensuring compliance. Failure to adhere to the legal and regulatory framework can lead to significant fines, penalties, and even legal action.

The Company Secretary serves as a vital link within the management structure, facilitating the smooth operation and governance of the company. The growing importance of compliance has opened up opportunities for practicing Company Secretaries to offer their expertise to smaller companies that may not have a full-time secretary on staff.

To meet regulatory requirements, companies must follow the compliance framework outlined in the Companies Act and the LLP Act. This involves filing various forms and returns with the Ministry of Corporate Affairs (MCA).

The compliance obligations for submitting these forms and returns to the Registrar of Companies can generally be divided into two main categories:

1. Annual Statutory Compliances

>Filing of Annual Financial Statements:
Companies are required to prepare their financial statements, including the Balance Sheet and Profit & Loss Account, on an annual basis. These financial reports must be presented at the company’s Annual General Meeting (AGM). After approval, a copy of the audited financial statements, certified by a Chartered Accountant, must be submitted to the Registrar of Companies.

>Annual Return Submission:
Within 60 days from the date of the AGM, companies are obligated to file their Annual Return with the Registrar of Companies. This return provides comprehensive information such as the address of the registered office, details of shareholders and debenture holders, particulars of issued debentures, and a record of both past and current managing directors.

2. Event Based Compliances

  • Change of name
  • Increased Authorized Shares/ Issuing Share
  • Creation / Modification / Satisfaction of Charges on the Assets of Company
  • Modification in registered office of the company
  • Procuring Certification for commencement of business
  • Statutory meeting of Public Limited Company
  • Resolutions drafted by the board and Agreement entered by the company
  • Appointment of higher authorities like directors and managers and changes in the duties and responsibilities