On this page:
What are the statutory compliances required for a Private Limited Company?
What are the requirements of Annual Corporate Filings in India?
What are the annual filing requirements of a Foreign Subsidiary in India?
What are the requirements of Indian Information Technology Act of 2000?
What are the requirements of Directors of an Indian Company in India?
All the companies doing business in India are required to
comply with laws and regulations of India. All the companies
who are related cyber business are required to comply with
the requirements of the law.
In addition, all the Multinational Companies Doing Business in India and having cyber involvement are required to comply with the corporate and other laws of India including cyber law compliance.
A private limited company must hold a Board Meeting at least once in every 3 months. In addition to the Board Meetings, an Annual General Meeting must be conducted by the Private Limited Company, at east once every year. For details see: Corporate Compliance in India
A private limited company is required to file documents with ROC annually. For more details see: Annual Corporate Filings in India. Also see: Corporate Compliance Programs for Companies Doing Business in India
A Subsidiary of a foreign company in India is generally a private limited company. It is required to file documents with ROC annually. For more details see: Annual Corporate Filings in India. Also see: Corporate Compliance Programs for Companies Doing Business in India
The cyber law mandates all companies to have an information technology security policy. This documents the architecture of the network, the roles and responsibility of employees, security parameters and authorization required for data access, among other things. Other compliances that are required include relate to retention and authentication of electronic records and security of data.
Moreover, Indian Information Technology Act of 2000 provides
for further personal liabilities. For example, Section 85(1)
of the IT Act provides that where a person committing a
contravention of any of the provisions of this Act or of any
rule, direction or order made there under is a Company,
every person who, at the time the contravention was
committed, was in charge of, and was responsible to, the
company for the conduct of business of the company as well
as the company, shall be guilty of the contravention and
shall be liable to be proceeded against and punished
The proviso to section 85 (1) provides that such person will not be liable for punishment if he proves that the contravention took place without his knowledge or that he exercised all due diligence to prevent such contravention.
Section 85(2) of the IT Act provides that where a contravention of any of the provisions of this Act or of any rule, direction or order made there under has been committed by a company and it is proved that the contravention has taken place with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall also be deemed to be guilty of the contravention and shall be liable to be proceeded against and punished accordingly.
The explanation to section 85 provides that the expressions “company” means any body corporate and includes a firm or other association of individuals and the expression "director", in relation to a firm, means a partner in the firm.
All the Indian companies and all foreign companies doing business in India, either directly or indirectly, should comply with this law.
In some instances the directors and members of a company can
be personally held liable. The following provisions of the
Indian Companies Act, 1956 provide that the Members or the
Directors/officers of a company will be personally liable
1.A company carries on business for more than six months after the number of its members has been reduced below seven in the case of a public company and two in the case of a private company. Every person who was a member of the company during the time when it carried on business after those six months and who was aware of this fact, shall be severally liable for all debts contracted after six months,
2.The application money of those applicants to whom no shares has been allotted is not repaid within 130 days of the date of issue of the prospectus, then the Directors shall be jointly and severally liable to repay that money with the prescribed interest ,
3.an officer of the company or any other person acts on its behalf and enters into a contract or signs a negotiable instrument without fully writing the name of the company, then such officer or person shall be personally liable,
4.The court refuses to treat the subsidiary company as a separate entity and instead treat it as only a branch of the holding company,
5.In the course of winding up of the company, it appears that the business of the company has been carried on with intent to defraud the creditors of the company or any other person or for any fraudulent purpose, al those who were aware of such fraud shall be personally liable without any limitation of liability.
Annual Filings and Corporate Compliance in India
IT is mandatory for companies in India to do annual filings and to set up corporate compliance program, if required. For annual filings and for setting up your company compliance program, contact us.
Also see: Annual Corporate Filings in India
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