Corporate Governance Advisory Services
Build Trust. Ensure Transparency. Drive Sustainable Growth. Expert governance frameworks for credible, scalable & investment-ready businesses — with S.K. Agrawal & Co.
- Governance Framework Design
- Board & Committee Structuring
- Regulatory & Compliance Advisory
- Investor & Due Diligence Readiness
What is Corporate Governance?
Corporate Governance refers to the system of rules, practices, and processes by which a company is directed and controlled. It defines the relationship between management, the board of directors, shareholders, and other stakeholders — and is the foundation of a credible, investor-ready business.
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Ensures accountability of management to shareholders & stakeholders
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Promotes transparency in financial reporting and operations
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Ensures compliance with Companies Act, 2013 and SEBI LODR Regulations
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Builds investor confidence and supports sustainable long-term growth
The Four Pillars of Good Governance
Sound corporate governance is built on four interlocking principles that together protect all stakeholders and create long-term value.
Accountability
Directors and management are answerable to shareholders and stakeholders for every material decision and its outcomes.
Transparency
Accurate, timely disclosure of financial performance, governance practices, and material events to investors and regulators.
Responsibility
The board and management fulfil their fiduciary duties and statutory obligations under the Companies Act, 2013.
Fairness
Equal and fair treatment of all shareholders — including minority shareholders — and protection of all stakeholder interests.
Who Needs Corporate Governance Advisory?
Strong governance isn’t just for listed giants — every business at every stage benefits from structured, credible governance practices.
Startups Preparing for Funding
Investors and VCs conduct thorough governance due diligence. A structured governance framework accelerates funding discussions and valuations.
Private Limited Companies
Companies Act, 2013 mandates governance requirements including board composition, committees, and statutory policies for Pvt. Ltd. companies above set thresholds.
Public & Listed Companies
Listed entities must comply with SEBI LODR Regulations 2015, requiring Audit, NRC, and Stakeholder Committees, independent directors, and quarterly governance disclosures.
Family-Run Businesses
Transitioning from informal ownership to a structured board-managed entity requires a clear governance framework to separate ownership from management.
Companies Planning IPO or Expansion
Pre-IPO governance readiness — including independent director appointment, committee formation, and SEBI LODR pre-compliance — is critical for a successful listing.
Our Corporate Governance Services
End-to-end governance advisory — from initial framework design to ongoing board-level support and investor readiness.
Governance Framework Setup
- Designing governance policies & structures
- Defining roles & responsibilities of directors and KMP
- Internal control system design
- Governance gap analysis & audit
Board Structuring & Advisory
- Board composition planning per legal requirements
- Independent director advisory & appointment support
- Committee formation — Audit, NRC, CSR, Risk
- Board meeting facilitation & minutes
Policy Drafting & Documentation
- Code of Conduct for directors & senior management
- Risk Management Policy
- Whistleblower & Vigil Mechanism Policy
- CSR Policy (Section 135) & Related Party Transaction Policy
Compliance & Regulatory Advisory
- Companies Act, 2013 compliance advisory
- SEBI LODR Regulations 2015 compliance
- Secretarial Standards (SS-1, SS-2) compliance
- Governance audits, gap analysis & remediation
Due Diligence & Investor Readiness
- Compliance health check & governance scorecard
- Documentation preparation for investors & VCs
- Risk assessment & mitigation advisory
- Pre-IPO governance readiness programme
Ongoing Governance Advisory
- Retainer-based board advisory support
- Governance improvement & best practice updates
- Regulatory change monitoring & alerts
- Annual governance report drafting support
Key Governance Laws & Regulations in India
Corporate governance in India is governed by a multi-layered regulatory framework. We help you navigate every requirement with confidence.
Companies Act, 2013
The primary legislation governing Indian companies — mandates board composition, independent directors, mandatory committees (Audit, NRC, Stakeholder), CSR policy under Section 135, internal audit, secretarial audit, and corporate governance disclosures in the Annual Report.
MCA GovernedSEBI LODR Regulations, 2015
Applies to all listed entities. Requires at least one woman independent director, Audit and Risk Management Committees for top-1000 companies, related party transaction approvals, quarterly governance reports, and BRSR disclosures for top-1000 companies from FY 2022-23.
SEBI GovernedSecretarial Standards (SS-1 & SS-2)
Issued by the Institute of Company Secretaries of India (ICSI), SS-1 covers Board Meetings and SS-2 covers General Meetings. Compliance is mandatory under Section 118(10) of the Companies Act, 2013 for all companies.
ICSI StandardsOur Advisory Approach
A structured, four-stage engagement that delivers measurable governance outcomes — from diagnosis to continuous improvement.
Governance Assessment
Deep-dive review of current structures, policies, and compliance — identifying gaps and risks
Framework Design
Customised governance structure aligned with your business stage, legal requirements, and growth goals
Implementation Support
Drafting policies, forming committees, board structuring, and documentation across all workstreams
Ongoing Advisory
Continuous monitoring, regulatory updates, and governance improvement on a retainer basis
The Cost of Weak Governance
Poor governance doesn’t just invite regulatory scrutiny — it erodes investor trust, increases legal exposure, and limits your company’s growth potential.
Legal Risks & Penalties
Non-compliance with the Companies Act or SEBI LODR attracts heavy fines on the company and personal liability for directors and KMPs.
Investor Distrust
Investors and VCs routinely walk away from businesses with opaque structures, undocumented decisions, or absent governance policies.
Operational Inefficiencies
Unclear roles, undocumented processes, and absent internal controls create decision-making bottlenecks and internal conflicts.
Funding Challenges
Banks, PE funds, and institutional lenders require governance readiness as a prerequisite for credit facilities, term loans, and equity funding.
Choose the Right Engagement Model
Flexible advisory models designed for businesses at every stage — from one-time setup to ongoing board-level partnership.
One-Time Governance Setup
A complete, structured governance framework built from the ground up for your business.
- Governance gap assessment
- Board & committee structuring
- Policy & documentation drafting
- Implementation roadmap
Monthly Retainer Advisory
Ongoing governance support with dedicated CA/CS experts acting as your governance partner.
- All one-time services, plus:
- Monthly board meeting support
- Regulatory change monitoring
- Annual governance report support
- Dedicated relationship manager
Investor Readiness Package
Purpose-built for startups and companies preparing for funding rounds, PE entry, or IPO listing.
- Full governance health check
- Investor due diligence documentation
- Risk assessment & mitigation plan
- Pre-IPO SEBI LODR pre-compliance
Why Choose S.K. Agrawal & Co.?
Expert CS & Legal Advisory Team
Practical & Business-Oriented Approach
End-to-End Governance Solutions
Experience with Startups & Corporates
Confidential & Trusted Advisory
Our Service Coverage
Based in Delhi & Faridabad, we serve clients across India and provide global advisory support for cross-border governance needs.
Build a Strong, Investor-Ready Company
Get a FREE Governance Assessment from our experts. Identify gaps, strengthen structures, and instil the confidence your stakeholders deserve.
Frequently Asked Questions
Corporate governance is the system of rules, practices, and processes by which a company is directed and controlled. It matters because it builds investor trust, ensures regulatory compliance, reduces legal risk, and directly impacts the company’s ability to raise funding and achieve sustainable growth.
Yes. The Companies Act, 2013 mandates several governance requirements for companies above defined thresholds — including mandatory independent directors, formation of Audit, NRC, and Stakeholder Committees, CSR policy under Section 135, and corporate governance reporting in Annual Reports. Listed companies are additionally governed by SEBI’s LODR Regulations, 2015.
The Companies Act, 2013 requires mandatory formation of an Audit Committee (Section 177), Nomination and Remuneration Committee (Section 178), and Stakeholders Relationship Committee for companies above certain thresholds. For listed companies, SEBI LODR additionally requires a Risk Management Committee for the top 1,000 listed entities by market capitalisation.
Investors and venture capital firms conduct thorough governance due diligence before committing funds. A well-structured governance framework — with documented policies, a clear board structure, defined roles, and transparent decision-making — accelerates funding discussions, improves valuations, and signals that the business is ready to scale responsibly.
Depending on the company’s size and listing status, mandatory and recommended policies include: Code of Conduct for directors and senior management, Risk Management Policy, Whistleblower and Vigil Mechanism Policy, CSR Policy (for qualifying companies under Section 135), Related Party Transaction Policy, and a Dividend Distribution Policy for listed companies.
Board structuring involves designing the composition and roles of the Board of Directors — including the mix of executive, non-executive, and independent directors, and the formation of oversight committees. A well-structured board improves decision quality, ensures regulatory compliance, and provides the independent oversight that investors and regulators expect.
Yes. We offer a Monthly Retainer Advisory model where our CA/CS and legal experts act as your ongoing governance partner — supporting board meetings, monitoring regulatory changes, drafting governance disclosures, and ensuring continuous improvement of your governance framework.
Yes. Our Investor Readiness Package is specifically designed for companies preparing for funding rounds, PE entry, or IPO listing. We conduct a full governance health check, remediate identified gaps, prepare documentation for investors, and — for IPO-bound companies — conduct pre-compliance against SEBI LODR requirements.