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Home / Value Added Advisory / Corporate Governance Advisory
Last updated: 2 October 2026
Good governance is mostly about process: how the board meets and decides, which committees and policies the law requires, how related party transactions are approved, and whether records show it. We review your current practice against the Companies Act, 2013 and the ICSI Secretarial Standards, and help put the missing pieces in place.
For most companies, governance requirements come from the Companies Act, 2013, the rules under it, and the Secretarial Standards on board meetings (SS-1) and general meetings (SS-2), which companies must observe under section 118(10). Listed companies also follow SEBI’s listing regulations.
What applies depends on the company’s size and type. A small private company needs proper board meetings, minutes, registers and approvals for related party transactions under section 188. Larger public companies must also appoint independent directors, a woman director, and audit and nomination and remuneration committees once they cross the thresholds in the rules. Companies meeting the CSR criteria under section 135 need a CSR policy and, in most cases, a CSR committee.
A governance review checks what applies to your company, what is already in place, and what needs to change. It is also useful before fundraising or a due diligence, when investors look closely at board records.
Based on the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and the ICSI Secretarial Standards. Last updated: 27 September 2026.
SS-1 and SS-2 are binding under s.118(10)
At least four a year, not more than 120 days apart
At least two in public companies above the prescribed thresholds
Required for listed and prescribed public companies (s.177)
Board or shareholder approval as per s.188
Net worth ₹500 crore, turnover ₹1,000 crore or net profit ₹5 crore (s.135)
Governance gaps usually surface at the worst time: during an investor due diligence, a dispute between shareholders, or a notice from the regulator.
We map which requirements apply based on your company's type, capital, turnover and borrowings.
Minutes, registers and approvals are checked against what the law requires.
Gaps are listed with the steps, resolutions and filings needed to close them.
Related advisory services.
A wider review of ROC, tax and labour compliance.
Ongoing secretarial work through the year.
Review before an investment or acquisition.
Accounting software and audit log requirements.
We confirm the company's type, size and what the review should cover.
Each governance requirement is checked for whether it applies.
Minutes, registers, approvals and filings are compared with the requirements.
Findings are listed by priority, with the law behind each.
Resolutions, policies, appointments and filings needed to close gaps.
We help carry out the plan, with other professionals engaged where the law requires.
Typical follow-up work:
Meeting calendar, agenda formats and minute templates aligned with SS-1.
Constitution of required committees and appointment of directors.
Related party, CSR, vigil mechanism and other policies as applicable.
Pending filings and ratifications, with additional fees where applicable.
Share your query and our team will reply during business hours.
Yes, at a basic level. Board meetings, minutes, registers, Secretarial Standards and related party approvals apply to private companies too. Independent directors and most committees apply only above the thresholds.
Yes. Section 118(10) requires every company to observe the Secretarial Standards on board and general meetings issued by ICSI.
Listed companies must have them. Unlisted public companies need at least two once they cross the thresholds in the rules for paid-up capital, turnover or borrowings.
Investors review board records and approvals during due diligence. Clean records reduce questions and conditions in the term sheet.
The review focuses on the Companies Act. For listed companies, SEBI listing obligations are reviewed separately.
ACS – Director, Expertvuw Management Pvt Ltd
Advisory and company secretarial work is handled by Expertvuw’s team. Audits, certifications and representation that the law reserves for Chartered Accountants, advocates or other licensed professionals are provided by independent professionals engaged for your case.