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    › Are you sure you are complying with all the laws & regulations?
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    › We are under so much of pressure
       how do we ensure a fully controlled process?
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    › Avoid fines & penalties
    › Avoid civil & criminal prosecutions
    › Avoid show cause & strictures
    › Avoid de-listing & risks
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    › Legal compliance is a pre-requisite for good governance
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    › Install Comply49®
    › Be Compliant
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    › Free Consultation
    › Product Demonstration

Listed Companies would have to submit annual audit reports to stock exchanges along with two forms ~ Form A and Form B:

SEBI has, vide circular dated August 13, 2012 providing for the "Manner of Dealing with Audit Reports filed by Listed companies", mandated listed companies to submit either Form A (Unqualified/ Matter of Emphasis Report) or Form B (Qualified/ Subject To/ Except For Audit Report) along with the Annual Report to the Stock Exchanges. It is also envisaged that the qualified audit reports will be scrutinized by Qualified Audit Review Committee (QARC) and if necessary, the company will be required to restate its books of accounts to provide true and fair view of its financial position.



Architecture of Comply49®

The design of Comply49® is based on Client/Server Architecture.

The client/server characteristic describes the relationship of cooperating programs in an application. The server component provides a function or service to one or many clients.

The client/server model is a computing model that acts as a distributed application which partitions tasks or workloads between the providers of a resource or service, called servers, and service requesters, called clients.[1] Often clients and servers communicate over a computer network on separate hardware, but both client and server may reside in the same system. A server machine is a host that is running one or more server programs which share their resources with clients. A client does not share any of its resources, but requests a server's content or service function. Clients therefore initiate communication sessions with servers which await incoming requests.

Schematic clients-server interaction

A client/server network involves multiple clients connecting to a single, central server. The file server on a client/server network must have robust hardware configurations to handle large volumes of client service requests. Hence servers usually are high speed computers with large hard disk capacity.


Salient Features of Comply49®

Web based Legal Compliance Management System with online real-time data and regular updates.

• Integration of all units with the System
• Compliance Mapper
• Compliance Calendar
• Reminders by way of Pop-Ups
• E-filing
• Status update
• Audit Trail
• Generation of e-reports:

1. Regular reports
2. Exception report

with references to all the required Acts/Rules/Regulations/Guidelines, Forms and Checklists.


Why Legal Compliance?

Companies face review from a variety of sources. Some are under review by multiple Central agencies and State agencies. Companies deal with different regulations in every state.
Companies are subject to increasing external review and scrutiny on legal and regulatory issues for safety and soundness and compliance with various laws. Outside of the financial arena, there are environmental regulations, safety concerns, the measurement of biometric risk for consumers or home-owners, and a whole host of frequently conflicting requirements that require a broad view of commercial-governmental interactions. We help with the examination of complex issues and an understanding of how to manage and make the review of regulatory requirements, a potential source of revenue for a Business House. Which helps in avoiding fines, penalties, prosecution, imprisonment, show-cause, strictures and de-listing of the company.


Knowledge Partner

M.K. Ghosh & Co. a 50-year old legal service firm and a leading provider of Legal Research, Regulatory Compliance and Legal Audit services in India with great combinations of legal expertise, highly skilled law professionals, superior innovative quality and serving the leading Corporates, Public Sector Undertakings including Maharatna, Navaratna and Miniratna Companies as well as small and medium-sized industries.

Legal Updates

Listed Companies would have to submit annual audit reports to stock exchanges along with two forms ~ Form A and Form B:

Clause 31(a) of Equity Listing Agreement, inter-alia, requires listed companies to submit six copies of annual reports containing audited annual financial statements to the stock exchanges. Accordingly, listed companies shall now be required to submit the following forms, as may be applicable, along with copies of annual reports submitted to stock exchanges:

  • Form A: Unqualified/ Matter of Emphasis Report
  • Form B: Qualified/ Subject To/ Except For Audit Report
The format of Form A and Form B is given in the Annexure to circular as part of the amendments to Equity Listing Agreement. These forms shall be signed by the a) Chief Executive Officer / Managing Director, b) Chief Financial Officer, c) Auditor and d) Chairman of the Audit Committee. The information submitted as per these forms shall also draw attention to relevant notes in the annual financial statements, management's response to qualifications in the Directors' report and comments of the Board/ Chair of the Audit Committee. The scrutiny of all audit reports filed as per Form B shall be carried out twice a year based on the reports received up to half year ending on June and December of every year . SEBI may, at any stage, in the interest of investors, take necessary action as it deems fit, including mandating restatement of books of accounts. Stock exchanges shall display the list of companies which have filed their audit reports along with Form B.


Directors' Responsibility Statement & consequence of non-compliance:


Clause (c) of sub-section (3) of the Section 134 of the Companies Act, 2013 says about Director's Responsibility Statements as one of the attachments with the Board's report to be laid before a company in general meeting and clause (f) of sub-section (5) of section 134 of the same Act says that in the Directors' Responsibility Statement the directors shall state that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were 'adequate and operating effectively'. Sub-section (8) of section 134 provides: If a company contravenes the provisions of this section, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both. As per section 205(1) of the Companies Act, 2013, Company Secretary shall report to the Board about compliance with the provisions of the Companies Act, the rules made thereunder and other laws applicable to the company; and to ensure that the company complies with applicable Secretarial standards.


Specified categories of assesses who have liaison office in India shall electronically file Form C under Income Tax Rules:

View Notification (.doc)

View Notification (.pdf)


Expanded definition of 'infrastructure facility'- replaced by 'harmonised master list of infrastructure sub-sectors':


Irda expands definition of 'infrastructure facility'
Insurance companies, both life and non-life are mandated to invest a certain percentage in infrastructure
M Saraswathy / Mumbai Nov 12, 2012, 18:42 IST

Insurance Regulatory and Development Authority ( Irda ) has expanded the definition of 'infrastructure facility' under its Registration of Indian Insurance Companies Regulations. In a gazette notification, the insurance regulator passed an amendment to the regulation wherein the term 'infrastructure facility' will be replaced by 'harmonised master list of infrastructure sub-sectors', as specified by the Department of Economic Affairs, Ministry of Finance .

Insurance companies, both life and non-life are mandated to invest a certain percentage in infrastructure. To enable them in this endeavour, Irda has specified a list of 'infrastructure facility' for insurance firms to invest in.

As per the Section 2 (h) of Irda Registration of Indian Insurance Companies Regulations, 2000, infrastructure facility includes highway, bridge, airport, port, railways, road transport system, water supply project, irrigation projects, industrial parks, water treatment system and solid waste management system. It also includes sanitation and sewage system, generation, distribution or transmission of power, telecommunication and project for housing.
The gazette notification by the Irda said that 'infrastructure facility' means 'harmonised master list of infrastructure sub-sectors'. This had been earlier mentioned in a gazette notification by the Department of Economic Affairs, Ministry of Finance in March 2012. The list included master list including master categories like transport, energy, water sanitation, communication, social and commercial infrastructure and various sub-categories within them.

Insurance companies said that this has expanded their investment horizon and will enable them to invest in new categories of infrastructure, since the definition has been expanded.

Administration of Central Government vis-a-vis SEBI Regulation:

Sec. 24, Sec. 195(1) and Section 458 of the Companies Act, 2013 read with SEBI (Prohibition of Insider Trading) Regulations, 1992 made by SEBI as conferred under the SEBI Act, 1992: Section 24 of the new Companies Act made it clear that regarding prospectus and allotment of securities, share capital and debentures and failure to distribute dividends in so far as they relate to (i) issue and transfer of securities; and (ii) non-payment of dividend by listed companies or those companies which intend to get their securities listed on any recognised stock exchange in India, shall be administered by the SEBI by making regulations in this behalf. In any other case, shall be administered by the Central Government. Sub-section (1) of section 195 of the new Companies Act, 2013 forbids any director or key managerial personnel of a company to enter into 'insider trading' which being defined-'(i) an act of subscribing, buying, selling, dealing or agreeing to subscribe, buy, sell or deal in any securities by any director or key managerial personnel or any other officer of a company either as principal or agent if such director or key managerial personnel or any other officer of the company is reasonably expected to have access to any non-public price sensitive information in respect of securities of company; (ii) an act of counselling about procuring or communicating directly or indirectly any non-public price-sensitive information to any person;'. Sub-section (2) of Section 195 of the Act provides the penalty for contravention of the above said provision: ‘If any person contravenes the provisions of this section, he shall be punishable with imprisonment for a term which may extend to five years or with fine which shall not be less than five lakh rupees but which may extend to twenty-five crore rupees or three times the amount of profits made out of insider trading, whichever is higher, or with both. Sub-section (1) of Sec. 458 of the Act empowers the Central Government to delegate the powers to SEBI to enforce the provisions contained in sections 194 and 195 relating to forward dealing and insider trading for listed companies or the companies which intend to get their securities listed and in such case, any officer authorized by the SEBI shall have the power to file a complaint in the court of competent jurisdiction. In addition to that in exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act the SEBI Board made SEBI (Prohibition of Insider Trading) Regulations, 1992 prohibiting dealing in securities of a listed company by any person when in possession of any unpublished price sensitive information or to communicate, counsel or procure, directly or indirectly, any unpublished price sensitive information to any person who in possession of such unpublished price sensitive information and for contravention shall be liable for guilty of insider trading accountable to a penalty of twenty-five crore rupees or three times the amount of profits made out of insider trading, whichever is higher as per section 15G of the SEBI Act.

Responsibility of the Board on Corporate Governance and Legal Regulatory Compliance / Non-compliance Disclosure:

  1. As per amended clause 49(2.D.g) a listed company shall have to agree to comply the provisions of clause 49 which shall be implemented in a manner so as to achieve some objectives of the principles including that for ensuring a system for compliance with the law and relevant standards;
  2. As per amended clause 49(VIII.D.1.f) in a listed company as part of the directors' report or as an addition thereto, a Management Discussion and Analysis report including discussion on internal control system and their adequacy also shall form part of the Annual Report to the shareholders;
  3. As per amended Clause 49(X.A.) for listed companies there shall be a separate section on Corporate Governance in the Annual Reports of company, with a detailed compliance report on Corporate Governance. Non-compliance of any mandatory requirements including disclosures on non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any capital markets, during last three years, with reasons thereof and details of compliance with mandatory requirements shall be specifically highlighted in the Corporate Governance section in the Annual Reports of the company. {Read with item 7(ii) & (iv) of the Annexure XII to the Listing Agreement}.
  4. As per amended Clause 49(X.B.) the listed companies shall submit a quarterly compliance report to the stock exchanges within 15 days from the close of quarter as per format given in Annexure-XI to the Listing Agreement which includes disclosure of on status of Report on Corporate Governance and regarding compliance of conditions of corporate governance which is sent annually to all the