Quarterly Compliances For Every Private Limited Company /Public Limited Company
As per the Companies Act, 2013 the following compliance need to be followed to every Private Limited Company as well as Public Limited Company.
| QUARTER -1
(APRIL – MAY – JUNE) |
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| S. No. | Applicability of Company | Action Required | Section & Rules | Particulars of Compliance | |
| 1 | Private and Public companies | Hold Board Meeting | 173 & SS-I | Company should hold at least 1 (one) Board Meeting every quarter of the calendar year.
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| 2. | Private and Public companies | Receipt of MBP-1 from all Directors | 184(1) | Form MBP- 1 | Every Director of the Company in First Board meeting of the Board of Director in each Financial Year will disclose his interest in other entities in form MBP-1 with the Company. |
| whenever there is a change in his interest from the earlier given MBP-1 they need to submit with the Company fresh MBP-1. | |||||
| 3. | Private and Public companies | Receipt of DIR- 8 from all Directors | 164(2) | Form DIR – 8 | Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification in form DIR-8 with Company. |
| 4. | Public companies | *Audit Committee Meeting | 177 | Audit committee should hold at least 1 (one) Meeting every quarter of the calendar year. | |
| Vigil Mechanism
Every company belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances- (a) the Companies which accept deposits from the public; (b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees. Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism |
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| 5. | Public companies | *Nomination & Remuneration Committee | 178 | Nomination & Remuneration Committee should hold at least 1 (one) Meeting every quarter of calendar year. | |
| 6. | Private and Public companies | **Maintenance of Registers | 88 | Company will maintain the following mandatory Registers:
• Register of Members • Register of Debenture Holders/ Other Securities Holders • Register of Directors and Key Managerial Personnel and Their Shareholding • Register of Renewed and Duplicate Share Certificate • Register of Sweat Equity Shares • Register of Employee Stock Option • Register of Shares/Other Securities Bought Back • Register of Charges • Register of Loans, Guarantee, Security And Acquisition Made By Company • Register of Investment Not Held In Its Own Name By The Company • Register of Contracts With Related Party And Contracts And Bodies Etc. In Which Directors Are Interested • Register of Share Application and Allotment • Register of Shares/Debenture Transfer |
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| QUARTER – 2
(JULY – AUGUST – SEPTEMBER) |
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| S. No. | Applicability of Company | Action Required | Section & Rules | Particulars of Compliance |
| 1 | Private and Public companies | Hold Board Meeting | 173 & SS-I | Company should hold at least 1 (one) Board Meeting every quarter of calendar year. |
| 2 | Public companies | *Audit committee Meeting | 177 | Audit committee should hold at least 1 (one) Meeting every quarter of calendar year. |
| Vigil Mechanism
Every companies belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances- (a) the Companies which accept deposits from the public; (b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees. Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism |
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| 3 | Public companies | *Nomination & Remuneration Committee | 178 | Nomination & Remuneration Committee should hold at least 1 (one) Meeting every quarter of calendar year. |
| 4 | Private and Public companies | **Maintenance of Registers | 88 | Company will maintain the following mandatory Registers:
• Register of Members • Register of Debenture Holders/ Other Securities Holders • Register of Directors and Key Managerial Personnel and Their Shareholding • Register of Renewed and Duplicate Share Certificate • Register of Sweat Equity Shares • Register of Employee Stock Option • Register of Shares/Other Securities Bought Back • Register of Charges • Register of Loans, Guarantee, Security And Acquisition Made By Company • Register of Investment Not Held In Its Own Name By The Company • Register of Contracts With Related Party And Contracts And Bodies Etc. In Which Directors Are Interested • Register of Share Application and Allotment • Register of Shares/Debenture Transfer |
| 5 | Public and Private Companies | Notice of
AGM |
101 & SS-II | Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
If there are more than 200 Members then Company will give e-voting Facility. |
| 6 | Public and Private Companies | Directors’ Report | 134 | Directors’ Report will be prepared by mention of all the information required under Section 134. |
| 7 | Public and Private Companies | Circulation of Financial Statement & other relevant Documents | 136 | Company will send to the Members of the Company Notice of AGM along with approved Financial Statement, Cash Flow Statement, Directors’ Report and Auditors’ Report at least 21 clear days prior the Annual General Meeting.
(Except in case of AGM is called on Shorter Notice) |
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| QUARTER – 3
(OCTOBER – NOVEMBER – DECEMBER) |
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| S. No. | Applicability of Company | Action Required | Section & Rules | Particulars of Compliance | |
| 1 | Private and Public companies | Hold Board Meeting | 173 & SS-I | Company should hold at least 1 (one) Board Meeting every quarter of calendar year. | |
| 2. | Public companies | *Audit committee Meeting | 177 | Audit committee should hold at least 1 (one) Meeting every quarter of calendar year. | |
| Vigil Mechanism
Every companies belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances- (a) the Companies which accept deposits from the public; (b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees. Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism |
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| 3. | Public companies | *Nomination & Remuneration Committee | 178 | Nomination & Remuneration Committee should hold at least 1 (one) Meeting every quarter of calendar year. | |
| 4. | Private and Public companies | Maintenance of Registers | 88 | Company will maintain the following mandatory Registers:
• Register of Members • Register of Debenture Holders/ Other Securities Holders • Register of Directors and Key Managerial Personnel and Their Shareholding • Register of Renewed and Duplicate Share Certificate • Register of Sweat Equity Shares • Register of Employee Stock Option • Register of Shares/Other Securities Bought Back • Register of Charges • Register of Loans, Guarantee, Security And Acquisition Made By Company • Register of Investment Not Held In Its Own Name By The Company • Register of Contracts With Related Party And Contracts And Bodies Etc. In Which Directors Are Interested • Register of Share Application and Allotment • Register of Shares/Debenture Transfer |
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| 5. | Private and Public Company | Filing E-Forms | 137 | E-form:
AOC-4 |
Financial Statement: Company is required to file its Balance Sheet along with Statement of Profit and Loss Account, Cash Flow Statement and Directors’ Report in this form within 30 days of Annual General Meeting. |
| 6. | Public Company | Filing E-Forms | 179(3) | E-Form MGT-14 | Adoption of Financials and Director Report:
Company will file MGT-14 along with copy of Board Resolution within 30 days of Board Meeting. |
| 7. | Private and Public Company | Filing E-Forms | 92 | E-Form MGT-7 | Filing of Annual Return: Company is required to this form within 60 days of Annual General Meeting.
Every company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8. |
| 8. | Private and Public Company | Appointment of Auditor | 139 | E-form
ADT-1 |
Auditor will be appointed for the 5 (Five) year and form ADT-1 will be required to be filed for 5-year appointment. |
| After that, every year in AGM shareholder will ratify the Auditor but there is no need to file ADT-1 again. | |||||
| QUARTER – 4
(JANUARY – FEBRUARY – MARCH) |
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| S. No. | Applicability of Company | Action Required | Section & Rules | Particulars of Compliance |
| 1 | Private and Public companies | Hold Board Meeting | 173 & SS-I | Company should hold at least 1 (one) Board Meeting every quarter of calendar year. |
| 2. | Public companies | *Audit committee Meeting | 177 | Audit committee should hold at least 1 (one) Meeting every quarter of calendar year. |
| Vigil Mechanism
Every companies belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances- (a) the Companies which accept deposits from the public; (b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees. Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism |
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| 3. | Public companies | *Nomination & Remuneration Committee | 178 | Nomination & Remuneration Committee should hold at least 1 (one) Meeting every quarter of calendar year. |
| Stakeholders Relationship Committee
The Board of Directors of a company which consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee |
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| 4. | Public Companies | Independent Director meeting | 149 | The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management |
| 5. | Private and Public companies | Maintenance of Registers | 88 | Company will maintain the following mandatory Registers:
• Register of Members • Register of Debenture Holders/ Other Securities Holders • Register of Directors and Key Managerial Personnel and Their Shareholding • Register of Renewed and Duplicate Share Certificate • Register of Sweat Equity Shares • Register of Employee Stock Option • Register of Shares/Other Securities Bought Back • Register of Charges • Register of Loans, Guarantee, Security And Acquisition Made By Company • Register of Investment Not Held In Its Own Name By The Company • Register of Contracts With Related Party And Contracts And Bodies Etc. In Which Directors Are Interested • Register of Share Application and Allotment • Register of Shares/Debenture Transfer |
*Audit committee meeting AND Nomination and Remuneration Committee: The following class or classes of companies are required to constitute an Audit Committee
(i) the Public Companies having paid up share capital of ten crore rupees or more; or
(ii) the Public Companies having turnover of one hundred crore rupees or more; or
(iii) the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees
**Registers Under The Companies Act, 2013
| S.NO. | FORM NAME | NAME OF REGISTER | CHAPTER | RELEVANT SECTION & RULE |
| 1 | MGT-1 | Register of Members | VII | S.88(1)(a) & R.3(1) OF COS (MANAGEMENT & ADMINISTRATION) RULES, 2014 |
| 2 | MGT-2 | Register of Debenture Holders/ Other Securities Holders | VII | S.88(1)(b) & (c) AND R.4 OF COS (MANAGEMENT & ADMINISTRATION) RULES, 2014 |
| 3 | REGISTER | Register of Directors and Key Managerial Personnel and Their Shareholding | XI | S.170 & R.17 OF COS (APPOINTMENT & QUALIFICATION OF DIRECTOR) RULES, 2014 |
| 4 | SH-2 | Register of Renewed and Duplicate Share Certificate | IV | S.46(3) & R.6(3)(a) OF COS (SHARE CAPITAL & DEBENTYRE) RULES, 2014 |
| 5 | SH-3 | Register of Sweat Equity Shares | IV | S.54 & R.8(14) OF COS (SHARE CAPITAL & DEBENTURE) RULES, 2014 |
| 6 | SH-6 | Register of Employee Stock Option | IV | S.62(1)(b) & R.12(10) OF COS (SHARE CAPITAL & DEBENTURES) RULES, 2014 |
| 7 | SH-10 | Register of Shares/Other Securities Bought Back | IV | S.68(9) & R.17(12) OF COS (SHARE CAPITAL & DEBENTURES) RULES, 2014 |
| 8 | CHG-7 | Register of Charges | VI | S.85 & R.10(1) OF COS (REGISTRATION OF CHARGES) RULES, 2014 |
| 9 | MBP-2 | Register of Loans, Guarantee, Security And Acqisition Made By Company | XII | S.186(9) & R.12(1) OF COS (MEETINGS OF BOARDS & ITS POWERS) RULES, 2014 |
| 10 | MBP-3 | Register of Investment Not Held In Its Own Name By The Company | XII | S.187(3) & R.14(1) OF COS (MEETINGS OF BOARDS & ITS POWERS) RULES, 2014 |
| 11 | MBP-4 | Register of Contracts With Related Party And Contracts And Bodies Etc. In Which Directors Are Interested | XII | S.189(1) & R.16(1) OF COS (MEETINGS OF BOARDS & ITS POWERS) RULES, 2014 |
| 12 | Transfer Register | Register of Shares/Debenture Transfer | IV | SECTION 56 & Rule 11 of Companies (Share Capital & Debentures) Rules 2014 |
Author Bio
Dear Ms. Heena,
Nice article, but as per my knowledge nowhere it is mentioned that Nomination & Remuneration Committee should hold at least 1 (one) Meeting every quarter of calendar year.
Appreciated.
dear jain, very good compilation if compliance code under Companies Act, 2013 for each and every Pvt and or Public company.