Corporate Compliance & Governance Advisory

Compliance that
withstands scrutiny.

CorpGovernAdvisor is an independent advisory firm working across NBFC regulation, RBI compliance, FEMA, and the Companies Act — helping boards, promoters, and finance companies navigate India’s regulatory landscape with confidence.

Request a ConsultationPractice Areas

Mumbai, Maharashtra · Enquiries answered within 1–2 business days

  • NBFC Registration
  • RBI Regulatory Advisory
  • FEMA
  • Companies Act Compliance
  • Due Diligence
  • Corporate Governance
The Firm

An advisory practice, not a filing desk.

We advise non-banking financial companies, listed and unlisted corporates, and foreign investors on the regulations that govern how they raise capital, lend, and report. The work spans registration and licensing, ongoing filings, board governance, and representation before regulators.

Engagements are handled directly by senior practitioners. Clients deal with the person doing the analysis — not a junior associate relaying it through layers of review.

01

Read the regulation, not the summary

Every engagement starts with the primary source — the Master Direction, the circular, the notification — mapped against how your business actually operates.

02

Advice you can put before a board

Findings arrive as written positions with the reasoning shown, in a form that survives an audit committee, a lender review, or an RBI inspection.

03

Continuity between filings

Compliance is a calendar, not an event. Retainer clients get circular tracking, deadline reminders, and board reporting throughout the year.

Practice Areas

Six areas of specialised work.

Retainer, project, and one-off advisory mandates across each area below.

01

NBFC Registration & Ongoing Compliance

End-to-end assistance for obtaining RBI registration as an NBFC and maintaining compliance with all Master Directions, NBS returns, and periodic filings.

What This Service Covers

  • Advising on the appropriate NBFC category (ICC, IFC, MFI, NBFC-P2P, HFC, etc.) based on proposed business model
  • Preparing and filing the RBI application for Certificate of Registration (CoR)
  • Drafting requisite Memorandum and Articles of Association, Board resolutions, and business plan
  • Setting up the compliance management system post-registration
  • Filing NBS-1, NBS-2, NBS-4, NBS-6, CRILC, and all periodic RBI returns
  • Advising on RBI inspection preparation and post-inspection response
  • Ongoing retainer compliance support including circulars tracking and board reporting
NBFCRBI RegistrationNBS ReturnsMaster DirectionsSystemically Important
02

RBI Regulatory Advisory

Strategic advisory on RBI regulations affecting banks, NBFCs, and payment system operators — from interpreting new circulars to representing clients in regulatory correspondence.

What This Service Covers

  • Interpretation and impact analysis of new RBI circulars and Master Directions
  • Advisory on Priority Sector Lending (PSL) norms, co-lending arrangements, and securitisation
  • Guidance on RBI's Prompt Corrective Action (PCA) framework for NBFCs
  • Preparation of responses to RBI show-cause notices and queries
  • Liaison with RBI Regional Offices for approvals, clarifications, and rectifications
  • Training and workshops for management and board on regulatory developments
  • Compliance audits against RBI Master Directions
RBIRegulatory AdvisoryCircularsBankingCompliance Strategy
03

FEMA & Foreign Exchange Compliance

Comprehensive FEMA advisory covering inbound FDI, outbound ODI, ECB, trade finance, and compounding of contraventions before RBI.

What This Service Covers

  • FDI advisory — sector eligibility, pricing, and regulatory approvals
  • Filing FC-GPR, FC-TRS, FLA, APR, and ODI returns through FIRMS/SMF portal
  • External Commercial Borrowings (ECB) compliance and filing
  • Trade credit and buyer's/supplier's credit advisory
  • Compounding application preparation and representation before RBI for FEMA contraventions
  • Overseas Direct Investment (ODI) structuring, JV/WOS compliance, and APR filings
  • Review of inbound remittances, royalty agreements, and technology transfer for FEMA compliance
FEMAFDIODIECBCompoundingForeign Exchange
04

Companies Act Compliance & Secretarial Services

Full-spectrum corporate secretarial services for private limited, public limited, and listed companies — from incorporation to board governance and annual compliance.

What This Service Covers

  • Company incorporation, restructuring, and winding-up procedures
  • Conducting Board, Committee, and General Meetings (notice, agenda, minutes, resolutions)
  • Filing annual returns (MGT-7), financial statements (AOC-4), and event-based forms with ROC
  • Maintaining statutory registers and records
  • Secretarial Audit under Section 204 of Companies Act for prescribed companies
  • Significant Beneficial Ownership (SBO) compliance and Form BEN-2 filings
  • Compliance with SEBI Listing Obligations and Disclosure Requirements (LODR) for listed companies
  • Director appointment, resignation, disqualification, and DIN-related compliance
Companies ActSecretarial AuditROC FilingsBoard MeetingsCorporate Governance
05

Due Diligence & Legal Audit

Independent due diligence and legal audit for investment transactions, M&A, and regulatory compliance assessment — covering corporate, regulatory, FEMA, and secretarial dimensions.

What This Service Covers

  • Corporate law due diligence for private equity, venture capital, and M&A transactions
  • Regulatory due diligence for NBFC acquisitions (RBI 'fit and proper' criteria, change of control)
  • FEMA due diligence — reviewing foreign investment history, pricing compliance, and reporting gaps
  • Secretarial audit and compliance health check for target companies
  • Identification of contingent liabilities from regulatory non-compliance
  • Issuing legal opinions and compliance certificates for lenders and investors
  • Post-transaction integration support for compliance frameworks
Due DiligenceM&ALegal AuditInvestmentCompliance Review
06

Corporate Governance & Board Training

Board effectiveness workshops, governance framework design, and policy drafting to help boards meet regulatory expectations and adopt global best practices.

What This Service Covers

  • Governance framework assessment and redesign for NBFCs, listed companies, and large private companies
  • Drafting Board-approved policies: Nomination & Remuneration, Related Party Transactions, Risk Management, Whistleblower, Code of Conduct
  • Board and Independent Director orientation and refresher workshops
  • Board evaluation process design and facilitation
  • Setting up Board committees (Audit, NRC, RMC, CSR) with appropriate charters
  • Advising on related party transaction governance and audit committee oversight
  • Corporate governance ratings and compliance certification
Corporate GovernanceBoard TrainingPoliciesIndependent DirectorsRisk Management

Not sure which mandate you need?

Book a 30-minute introductory call. We’ll map your situation to the right scope of work — at no cost, and with no obligation to proceed.

Book a Call
Regulatory Updates

What changed, and what it means for you.

RBI / NBFC

RBI Tightens NBFC Governance Norms: New Scale-Based Regulation Circular

RBI has released a new circular mandating Upper Layer NBFCs to appoint an independent Chief Compliance Officer and constitute a Risk Management Committee with at least one independent director, effective 1 January 2026.

The Reserve Bank of India released Circular No. RBI/2025-26/XX dated 20 October 2025 updating the governance framework for Upper Layer and Top Layer NBFCs under the Scale-Based Regulation (SBR) framework. Key mandates include the appointment of an independent CCO with direct Board access and enhanced internal audit standards. NBFCs in the affected categories have until 31 March 2026 to achieve full compliance.

MCA / Companies Act

MCA Notifies Revised Penalty Provisions Under Companies Act Amendments

The Ministry of Corporate Affairs has issued a notification revising penalty structures under several sections of the Companies Act, 2013, significantly increasing fines for late ROC filings and SBO non-disclosure.

The Companies (Amendment) Act notification effective September 2025 revises penalties under Sections 92 (Annual Return), 137 (Financial Statements), and 90 (SBO disclosure). Late filing fees for Form MGT-7 have been revised upward, and first-time compounding of SBO violations now attracts a mandatory penalty that cannot be reduced below ₹50,000 per day of default. Companies are advised to review pending filings and regularise defaults promptly.

MCA / Companies Act

Deadline Reminder: DIR-3 KYC for Directors Due 30 September 2025

All individuals holding a Director Identification Number (DIN) must complete the annual DIR-3 KYC filing by 30 September 2025 to avoid DIN deactivation. Companies should circulate reminders to all board members and designated partners.

MCA's annual DIR-3 KYC deadline falls on 30 September 2025. Directors and designated partners who have already filed once can complete the process using the web-based DIR-3 KYC-Web form, requiring only an OTP verification. First-time filers must use the DSC-based DIR-3 form. Failure to file results in DIN deactivation, which disqualifies the individual from acting as director or signing ROC forms until reactivation (subject to a late fee of ₹5,000). Companies are advised to circulate reminders to all board members.

FEMA / Foreign Exchange

FEMA Updated: New Reporting Timeline for ODI Transactions via FIRMS Portal

RBI has revised the reporting timelines for Overseas Direct Investment transactions and mandated all filings through the updated FIRMS (Foreign Investment Reporting and Management System) portal with enhanced validation checks.

RBI has issued an updated master direction on Overseas Direct Investment (ODI) simplifying and partially consolidating earlier circulars. The revised framework shortens the reporting timeline for Form ODI-Part I to 30 days from date of investment (previously 60 days), introduces real-time online validation on the FIRMS portal, and mandates Annual Performance Reports (APR) to be filed with certified financial statements of the overseas JV/WOS. Indian companies with existing overseas investments should ensure their APR filings are current before the next annual cycle.

Insights

Longer analysis, written for practitioners.

NBFC Regulatory Framework: Key RBI Amendments in 2026

RBI's revised Master Directions for NBFCs have introduced significant changes to governance, liquidity management, and customer protection. This article br…

Read the analysis

Navigating FEMA Compliance for Foreign Direct Investment in India

FDI into India remains governed by a layered framework of FEMA regulations, RBI circulars, and sector-specific DPIIT policy. This guide maps the key compli…

Read the analysis

Companies Act 2013: Recent Amendments and Their Impact on Board Governance

A series of MCA amendments over the past two years have modified director qualification norms, board meeting requirements, and CSR obligations. Here is a p…

Read the analysis
Contact

Start with a conversation.

Describe your situation — a compliance health check, an RBI notice, an FEMA filing, or a full secretarial retainer. We respond within 1–2 business days.

Phone / WhatsApp

+91 98XXX XXXXX

Office

Mumbai, Maharashtra, India