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Corporate Governance Services in India 2026 – Companies Act 2013 Compliance, SEBI LODR, Board Governance, Independent Director Advisory, BRSR & Secretarial Audit
Corporate governance in India has entered a transformative phase in 2026 — driven by tightening enforcement under the Companies Act 2013, evolving disclosure mandates under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, expansion of the Business Responsibility and Sustainability Report (BRSR Core), and rising boardroom accountability under Schedule IV for independent directors. From listed companies and large unlisted public companies to high-growth startups, family-owned businesses, and Section 8 not-for-profits — every entity with a board now operates under a sharper governance lens covering board composition, audit committee oversight, related party transactions (RPTs), risk management frameworks, whistleblower mechanisms, ESG disclosures, and stakeholder communication.
Our corporate governance consulting services help boards, promoters, CEOs, CFOs, company secretaries, and investor-relations teams build governance frameworks that are legally compliant, investor-ready, and audit-defensible. We work across the full governance lifecycle — board evaluation under Section 134(3)(p), independent director search and onboarding, charter drafting for Audit / NRC / Stakeholders Relationship / Risk / CSR committees, RPT compliance under Section 188 and SEBI Reg 23, secretarial audit under Section 204 (Form MR-3), corporate governance report under SEBI LODR Reg 27, ESG and BRSR Core advisory, internal financial controls (IFC) under Section 134(5)(e), whistleblower / vigil mechanism design under Section 177(9), and director training programs aligned with Schedule IV. Whether you are preparing for an IPO, responding to a SEBI / ROC enquiry, restructuring your board, or upgrading governance for institutional investors and rating agencies, our team brings deep expertise in Indian company law, securities law, secretarial standards (SS-1 / SS-2), and global governance benchmarks (OECD, ICGN).
Sec 134
Board's Report & IFC
Sec 177 / 178
Audit Committee & NRC
Schedule IV
Independent Directors
BRSR Core
ESG Disclosure
Frameworks We Work Under
Companies Act 2013
SEBI LODR 2015
Sec 134 – Board Report
Sec 177 – Audit Committee
Sec 178 – NRC
Sec 188 – RPT
Sec 204 – Secretarial Audit
Schedule IV – ID Code
SS-1 / SS-2 Standards
BRSR Core Framework
SEBI PIT 2015
CSR Rules 2014
Corporate Governance Use Cases We Handle
Listed Company
SEBI Listed Entity
Listed companies (Main Board / SME) governed by SEBI LODR — board structure, committee composition, RPT framework, BRSR, corporate governance report, and quarterly compliance.
- SEBI LODR full compliance
- Reg 17 board composition
- Reg 18 audit committee
- Reg 27 governance report
- BRSR Core disclosures
- Insider trading code (PIT)
IPO Bound
Pre-IPO Governance Setup
Companies preparing for IPO / DRHP filing — board reconstitution, independent director induction, committee setup, and DRHP-grade governance disclosures aligned with SEBI ICDR.
- Board reconstitution
- Independent director hiring
- Committee charters
- RPT policy & register
- DRHP governance section
- Pre-IPO secretarial audit
Unlisted Public
Unlisted Public Company
Large unlisted public companies covered under Sec 177 / 178 thresholds — audit committee, NRC, IFC framework, secretarial audit (MR-3), and CSR governance.
- Threshold applicability
- MR-3 secretarial audit
- IFC framework setup
- CSR committee & policy
- Annual return MGT-7
- Board evaluation
Private / Startup
Private Company & Startup
Funded startups and private companies needing investor-ready governance — board charter, ESOP committee, founder agreement, AoA alignment, and SHA governance covenants.
- Investor governance covenants
- Board observer rights
- Reserved matters list
- ESOP & vesting governance
- SHA / AoA alignment
- Founder vesting cliffs
Family Business
Family-Owned Enterprise
Family business governance — family constitution, family council, succession planning, professional board induction, and balancing family interests with minority shareholder rights.
- Family constitution drafting
- Succession framework
- Independent director induction
- RPT & arm's length policy
- Dividend & reinvestment policy
- Conflict resolution mechanism
NGO / Sec 8
Section 8 / Non-Profit
Section 8 companies, trusts, and societies — board governance, FCRA compliance, donor reporting, CSR project execution, and 12A / 80G compliance with governance overlays.
- Trustee / board structure
- FCRA governance
- Donor reporting framework
- CSR partner governance
- 12A / 80G compliance
- Annual report & impact
Key Corporate Governance Concepts You Must Know
Sec 149
Board Composition
Mandatory board structure — minimum / maximum directors, woman director, independent directors, resident director — with thresholds varying by listed / unlisted / public / private status.
Min 3 / Max 15
Woman Director
Schedule IV
Independent Directors
Code for independent directors — qualifications, role, duties, evaluation, separate meetings, and the IICA databank registration mandatory for all independent director appointments.
IICA Databank
Online Proficiency
Sec 177
Audit Committee
Mandatory for listed and prescribed unlisted companies — composition (majority IDs), terms of reference, financial statement review, internal audit, RPT approval, and whistleblower oversight.
Majority IDs
Financial Literacy
Sec 178
NRC & SRC
Nomination & Remuneration Committee — director selection, remuneration policy, board evaluation. Stakeholders Relationship Committee — investor grievance redressal under SEBI LODR.
Board Evaluation
Pay Policy
Sec 188
Related Party Transactions
RPT framework — board / audit committee / shareholder approval thresholds, omnibus approvals, arm's length test, materiality test under SEBI LODR Reg 23, and disclosure in Form AOC-2.
Arm's Length
AOC-2
Sec 134(5)(e)
Internal Financial Controls
Directors' responsibility statement on adequacy and operating effectiveness of internal financial controls — auditor reporting under CARO, framework design, testing, and remediation.
CARO Reporting
IFC Testing
Sec 177(9)
Whistleblower / Vigil Mechanism
Mandatory vigil mechanism for listed companies and specified unlisted entities — channel design, anonymity, protection from victimisation, audit committee escalation, and annual disclosure.
Anonymous Channel
AC Escalation
BRSR Core
ESG Disclosure
Business Responsibility and Sustainability Report — top listed entities by market cap report on 9 NGRBC principles; BRSR Core attributes require independent assurance for top entities.
9 NGRBC Principles
Reasonable Assurance
Our Corporate Governance Consulting Services
Board Evaluation & Effectiveness
Annual board evaluation under Sec 134(3)(p) and Schedule IV — board, committee, individual director, and chairperson evaluation; questionnaire design, peer review, and action plan.
Independent Director Search
End-to-end ID search aligned with Schedule IV — IICA databank registration, candidate shortlisting, due diligence, declaration of independence, and DIR-2 / DIR-12 onboarding.
Committee Charter Drafting
Audit Committee, NRC, Stakeholders Relationship, Risk Management, CSR, and IT Committee charters — terms of reference, quorum, frequency, and reporting framework.
SEBI LODR Compliance
Full LODR compliance — Reg 17 board, Reg 18 audit committee, Reg 23 RPT, Reg 27 governance report, Reg 30 material event disclosure, and quarterly / half-yearly filings.
Secretarial Audit (MR-3)
Secretarial audit under Sec 204 by a Practising Company Secretary — applicability review, audit fieldwork, MR-3 issuance, and follow-up on observations / qualifications.
RPT Policy & Compliance
Related party identification, RPT policy drafting, omnibus approval framework, arm's length pricing memos, materiality assessment, AOC-2 disclosure, and SEBI Reg 23 compliance.
BRSR & ESG Advisory
BRSR Core preparation, KPI mapping across 9 NGRBC principles, data collection framework, reasonable assurance readiness, and integration with stewardship / rating agency requirements.
Internal Financial Controls (IFC)
IFC framework design under Sec 134(5)(e) — entity-level controls, process-level controls, IT general controls, walkthroughs, deficiency remediation, and CARO-aligned reporting.
Whistleblower & POSH Framework
Vigil mechanism under Sec 177(9), POSH compliance under the Sexual Harassment Act 2013 — policy, IC constitution, reporting channels, training, and annual disclosure.
Director Training & Induction
Director induction packs, ongoing training calendar, regulatory updates, fiduciary duty workshops, and case-study-based training aligned with Schedule IV continuing education norms.
Annual Report & Board Report
Drafting of Board's Report under Sec 134, MD&A, corporate governance report under SEBI LODR Reg 27, BRSR section, and integration with annual report design and printing.
Pre-IPO Governance Setup
End-to-end IPO-readiness — board reconstitution, ID induction, committee setup, RPT cleanup, related party register, code of conduct, insider trading code (PIT), and DRHP governance.
When You Need a Corporate Governance Consultant
Crossing Sec 177 / 178 Thresholds
Paid-up capital, turnover, or borrowing thresholds triggering audit committee, NRC, IFC, and CSR — full governance setup needed within stipulated timelines.
Preparing for IPO / DRHP Filing
Board reconstitution, ID hiring, committee setup, RPT cleanup, secretarial audit, and DRHP-grade governance disclosures aligned with SEBI ICDR & merchant banker requirements.
SEBI / ROC / MCA Inquiry
Show cause notice, inspection under Sec 206, inquiry under Sec 210, or SEBI adjudication — defence preparation, response drafting, and governance remediation plan.
Independent Director Resignation
Sudden ID exit triggering disclosure under SEBI LODR, regulatory scrutiny, replacement search, and governance review — mandatory cooling-off and reasoned disclosure.
Investor / PE Funding Round
Term sheet covenants on board observer rights, reserved matters, founder vesting, anti-dilution, and information rights — alignment with AoA, SHA, and Companies Act framework.
BRSR / ESG Reporting Mandate
Top listed entities now required to publish BRSR Core with reasonable assurance on 9 KPIs — KPI mapping, data systems, and assurance readiness.
RPT & AOC-2 Concerns
Auditor qualification on RPTs, missed shareholder approvals, ordinary-vs-special-resolution confusion, or omnibus approval gaps — RPT framework rebuild needed.
Whistleblower / Fraud Disclosure
Whistleblower complaint, internal fraud detection under Sec 143(12), or audit committee escalation — investigation, remediation, and disclosure framework.
Documents Needed for Corporate Governance Engagement
Constitutional & Board Documents
- Memorandum & Articles of Association
- Shareholders' Agreement (SHA)
- Board & committee minutes (3 yrs)
- Director DIN / KYC / DIR-3
- Director declarations (DIR-8, MBP-1)
- ID declaration of independence
- IICA databank registration
Compliance & Filings
- Annual return MGT-7 / MGT-7A
- Form AOC-4 / AOC-2
- Secretarial audit MR-3
- Board's report & annual report
- Corporate governance report
- RPT register & AOC-2
- SEBI LODR quarterly filings
Policies & Charters
- Code of Conduct (Board & senior mgt)
- Insider Trading Code (PIT)
- RPT policy & materiality policy
- Whistleblower / vigil policy
- POSH policy & IC constitution
- CSR policy & project list
- Risk management framework
Our Corporate Governance Engagement Process
1
Diagnostic Review
Governance gap analysis — board structure, committees, policies, filings, and disclosure benchmarked against Companies Act, SEBI LODR, and best practices.
2
Roadmap & Charter
Governance roadmap, prioritised action plan, board education, charter drafting, and policy library aligned with the entity's life-stage and regulatory class.
3
Implementation
ID search, committee constitution, IFC rollout, RPT framework, BRSR setup, whistleblower channel, and POSH compliance — execution with timelines and owners.
4
Filings & Reporting
Board's report, annual report, MGT-7 / AOC-4, MR-3, SEBI LODR quarterly filings, BRSR, and stakeholder reporting — drafted, reviewed, and filed.
5
Ongoing Governance
Quarterly governance calendar, board / committee secretariat support, regulatory updates, training refreshes, and annual evaluation cycle.
Why Choose Us for Corporate Governance Advisory
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Companies Act 2013 specialists
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SEBI LODR & PIT expertise
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Independent director network
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BRSR Core & ESG advisory
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Pre-IPO governance setup
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MR-3 secretarial audit
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IFC & CARO framework
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Family business governance
FAQs on Corporate Governance in India
What is corporate governance under the Companies Act 2013?
Corporate governance under the Companies Act 2013 is the framework of rules, practices, and processes by which a company is directed and controlled — covering board composition (Sec 149), committee structure (Sec 177 / 178), board's report and IFC (Sec 134), RPTs (Sec 188), secretarial audit (Sec 204), and Schedule IV code for independent directors. For listed companies, an additional layer applies under SEBI (LODR) Regulations 2015 covering Reg 17 (board), Reg 18 (audit committee), Reg 23 (RPT), Reg 27 (governance report), and Reg 30 (material disclosure). Together, these define how boards function, how minority shareholders are protected, and how stakeholders are informed.
Who is required to have an audit committee and NRC under the Companies Act?
Under Section 177 (Audit Committee) and Section 178 (Nomination & Remuneration Committee), every listed public company and every unlisted public company meeting the prescribed thresholds must constitute these committees. The thresholds (Rule 6 of Companies (Meetings of Board) Rules) are: paid-up share capital of ₹10 crore or more, turnover of ₹100 crore or more, or aggregate outstanding loans / borrowings / debentures / deposits exceeding ₹50 crore. The audit committee must have a majority of independent directors and the chairperson must be an ID. Private companies are generally exempt unless they are subsidiaries of public companies attracting these thresholds.
What is Schedule IV and who does it apply to?
Schedule IV of the Companies Act 2013 is the Code for Independent Directors — covering their guidelines of professional conduct, role and functions, duties, manner of appointment, re-appointment, resignation, and separate meetings. It applies to every independent director of a listed company and of unlisted public companies covered under Sec 149(4) read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Independent directors must register with the IICA (Indian Institute of Corporate Affairs) databank and pass an online proficiency self-assessment test, with limited exemptions based on past directorship experience.
What is BRSR Core and which companies must file it?
BRSR (Business Responsibility and Sustainability Report) Core is the SEBI-mandated subset of ESG attributes within the broader BRSR framework that requires reasonable assurance from an independent assurance provider. It applies to the top listed entities by market capitalisation on a phased basis, with the universe progressively expanding each year. BRSR Core covers nine key KPIs spanning environment (GHG, water, energy, waste), social (employee turnover, gender pay, training, complaints), and governance (anti-corruption, RPTs, code conduct), reported across the value chain in line with the 9 NGRBC principles.
What is a related party transaction (RPT) and how is it approved?
A related party transaction under Section 188 of the Companies Act 2013 is a transaction between a company and its related parties (directors, KMPs, their relatives, holding / subsidiary / associate entities, etc.) covering sale / purchase of goods / services, leases, agency, underwriting, etc. Approval flow: (a) all RPTs require board approval (audit committee for entities with one); (b) RPTs above prescribed thresholds (Rule 15) require shareholder approval by ordinary resolution; (c) for listed companies, SEBI LODR Reg 23 imposes a materiality test (10% of turnover) requiring shareholder approval irrespective of arm's length. Disclosure is mandatory in Form AOC-2 attached to the board's report.
What is secretarial audit under Section 204 and who needs it?
Secretarial audit under Section 204 of the Companies Act is an independent compliance audit conducted by a Practising Company Secretary (PCS), reported in Form MR-3 annexed to the board's report. It is mandatory for: (a) every listed company; (b) every public company with paid-up share capital of ₹50 crore or more; (c) every public company with turnover of ₹250 crore or more; (d) every company with outstanding loans / borrowings of ₹100 crore or more from banks / public financial institutions. SEBI LODR additionally requires an Annual Secretarial Compliance Report for listed entities.
Why should a startup or private company invest in corporate governance?
Even where the Companies Act exempts private companies from many governance mandates, robust governance is critical for: (a) Investor readiness — institutional investors, PE / VC funds insist on board composition, observer rights, reserved matters, and reporting framework before funding; (b) IPO preparedness — DRHP requires multi-year governance track record, and last-minute fixes are red flags; (c) Founder protection — clear board protocols, conflict-of-interest policies, and RPT frameworks protect founders during disputes; (d) Banking & rating — credit rating agencies and lenders scrutinise governance for cost-of-capital decisions; (e) Regulatory readiness — startups crossing thresholds (turnover, capital, borrowings) must rapidly transition to full Sec 177 / 178 compliance.
Strong Boards. Compliant Governance. Investor-Ready Disclosure.
Partner with our corporate governance experts for board evaluation, independent director search, SEBI LODR compliance, BRSR Core, secretarial audit, RPT framework, IFC, and pre-IPO governance setup for FY 2026–27.
Talk to a Corporate Governance Expert