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Compliance Calendar under Companies Act, 2013

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In order to assist the Corporate Professionals, an attempt is made to prepare compliance calendar under Companies Act, 2013 as amended from time to time till date:

Section No. of CA, 2013 Brief of Provisions E-form/ form and Remarks Time Limit Permissible Applicability
Listed Compa-nies Unlisted
Compa-nies		 Pvt Ltd Co
88
Every Company to keep and maintain following Registers in the specified format:
‐Register of Members
‐Register of Debenture-holders
‐Register of other Security Holders
‐ Index of the Registers
– Register of Directors and KMP
– Foreign Register of Members, Debenture holders, other security holders or beneficial owners residing outside India
– Register of Renewed and Duplicate Share Certificate,
– Register of Sweat Equity Shares Form    SH-6: Register of Employee Stock Options,
– Register of Shares or Securities Bought Back,
– Register of Charges
 Form No. MGT.1/ Form No. MGT.3, Form No. MGT-2, Form SH-2, Form SH-3, Form SH-10, Form CH-7
Entry in the Register to be done within 7 days of approval
By RTA/ NSDL/ CDSL
By RTA/ NSDL/ CDSL
By Company
90
Disclosure of Significant Beneficial Owner: Company shall file BEN-2 within 30 days of receipt of BEN-1 from Share holder. Note: On regular basis company have to check whether there is any SBO in company due to change in its shareholding or due to change in shareholding of body corporate members. (In case of Government company – Section 90 shall not apply. – Notification dated 5th June, 2015.)
BEN – 1, -2
Upon receipt of declaration under rule 3, the reporting company shall file a return in Form No. BEN-2 within a period of thirty days from the date of receipt of such declaration
YES
YES
YES
91
Closure of Register of Members by giving not less than 7 days Notice in English and Hindi languages in respective newspapers
Newspapers
Annual compliance
Yes
Yes
No
92
Annual Return to be prepared in Form No. MGT-7 to be filed with ROC within 60 days of AGM. Annual Return of Every Listed Company should be signed by Company Secretary in Employment.
MGT-7
within 60 days of holding of Annual General Meeting.
Yes
Yes
Yes
92
Certificate from PCS in Form MGT-8 to be filed with Annual Return
MGT-8
Attachment to MGT-7
Yes
Yes (company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more)
Yes (company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more)
92
Extract of Annual Return in Form MGT-9 to be annexed to the Board Report. However, the company shall not be required to attach the extract of the annual return with the Board’s report in Form No. MGT.9, in case the web link of such annual return has been disclosed in the Board’s report in accordance with sub-section (3) of section 92 of the Companies Act, 2013
MGT-9
Attachment to Board Report
YES
YES
YES
96
AGM to be called during business hours (9AM to 6PM) except National Holiday, in the same city where the Registered Office is situated
Plan calendar event and follow
within a period of six months (9 months in case of first AGM) from the date of closing of the financial year
yes
yes (palce of meeting can be at any place in India if consent is given in writing or by electronic mode by all the members in advance)
YES
101
General meeting can be convened by providing clear 21 days notice, either in writing or in electronic mode.  (In case of private company – it shall apply, unless otherwise specified in respective sections or the articles of the company provide otherwise and in case of section 8 company, it shall be 14 days instead of 21 days as per MCA Notification dated 5th june, 2015.)
Plan calendar event and follow
Clear 21 days before the date of general meeting
YES
YES
YES
101
Meeting can be convened on a shorter notice with 95% consent
Obtain consent from member either in writing or in electronic mode
Plan calendar event and follow (check AOA of Company)
YES
YES
YES
101
Notice shall be given to every member, legal representative of any deceased member or the assignee of an insolvent member; the auditor or auditors and every director of the company
Plan calendar event and follow
YES
YES
YES
102
Explanatory Statement annexed to Notice for special business shall provide requisite disclosures w.r.t. to directors, KMP, their relatives and promoters (only for shareholding) (In case of Private Limited Company- Section 102 shall apply, unless otherwise specified in respective sections or the articles of the company provide otherwise. –  MCA Notification dated 5th june, 2015.)
Yes
Yes
NO
103
Quorum is based on the number of the members of the Company. (In case of private company- Section 103 shall apply, unless otherwise specified in respective sections or the articles of the company provide otherwise.  – MCA Notification dated 5th june, 2015.)
 in case of a public company,—
(i) five members personally present if the number of members as on the date of meeting is not more than one thousand; (ii) fifteen members personally present if the number of members as on the date of meeting is more than one thousand but up to five thousand; (iii) thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;
and in the case of a private company, two members personally present, shall be the quorum for a meeting of the company
At General Meeting
YES
YES
YES
105
Proxy shall have no right to speak or vote except on poll and one person not to be proxy for members exceeding 50 in numbers or holding not more than 10% of shareholding of the Company. (Pursuant to MCA Circular 14/2020 dated 08th April, 2020, the requirement as to appointment of Proxy is dispensed with due to Pandemic COVID-19. Moreover,  In case of private company – Section 105 shall apply, unless otherwise specified in respective sections or the articles of the company provide otherwise  – MCA Notification dated 5th June, 2015)
MGT-11
At least forty-eight hours before a meeting of the company
YES
No
No
108
E‐voting facility at general meeting is mandatory for every listed company and companies having shareholders 1000 or more.
Detailed Checklist to be prepared.  E-voting Agreement with NSDL/CDSL alongwith VC/OAVM facility must be complied with
General Meeting
YES
optional (MCA circular 14, 17 and 20/2020 amid Covid-19 must be taken into conside-ration)
No
110
Specified items to be transacted through Postal Ballot (Section 180 and 186 needs postal ballot approval)
Detailed Checklist to be prepared
As per requirement of Agenda item i.e. type of resolution
YES
NO
NO
117
– Copy of every resolution (with explanatory statement, if any) or Agreement for the specified matters to be filed with ROC in Form MGT‐14 within 30 days
‐ Article of Company shall have copy of resolution effecting amendment in AOA and Agreements referred in Section 117 of the Act
‐ Section 117 inter‐alia includes resolution passed under Section 179 ‐ Power of the Board  (In case of private company – clause (g) of Sub-section 3 of Section 117 shall not apply .  – MCA Notification dated 5th june, 2015.)
Eform MGT-14 Detailed Checklist pertaining to details of resolutions to be prepared
Within 30 days from the date of General Meeting
YES
YES
NO
118
– Minutes of every general meeting, Creditors, Board, Committee and postal ballot shall be prepared and kept within 30 days of conclusion of every meeting concerned.
‐ All appointments in the meeting shall be included in the minutes.
‐ Specific requirements for noting of postal ballot resolutions.
‐ Every page to be initialled/signed with last page to be signed and dated.
– Every Company shall observe Secretarial Standards w.r.t. General and Board Meetings, issued by ICSI and approved by CG (In case of Section 8 company – the section shall not apply as a whole except that minutes may be recorded within thirty days of the conclusion of every meeting in case of companies where the articles of association provide for confirmation of minutes by circulation – MCA Notification dated 5th june, 2015.)
Ongoing compliances.             Date of entry of minutes to be additionally noted in minutes
Within 30 days of conclusion of every meeting
YES
YES
YES
120
Maintenance and Inspection of Documents in Electronic Form
Detailed Checklist for maintenance and inspection of documents in electronic form to be prepared
Ongoing compliance
YES
YES
YES
121
– Every listed public company to prepare a report on each AGM in the prescribed format and file the same with ROC in Form MGT‐15 within 30 days of conclusion of AGM
‐ Report shall include specific matters and shall be signed and dated by Chairman and CS
Form MGT-15
within thirty days of the conclusion of the annual general meeting
YES
NO
NO
134
Directors’ Report shall be prepared by mentioning all the information required for Company under Section 134 read with relevant rules and relevant provisions of other Act. It should be signed by the Chairperson authorized by the Board, where he is not so authorized by at least 2 Directors one of them shall be MD.
Yearly Compliance
Circulated to shareholders alongwith audited financial statement
YES
YES
YES
136
Circulation of Financial Statement and relevant document. Company shall send approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting to the members of the Company. In case AGM called on shorter notice then above mentioned documents shall be circulated on such shorter period. For holding of AGM on shorter notice companies need to take the proper approvals as per the Act.
Yearly Compliance
Circulated to shareholders at least 21 clear days before AGM
YES
YES
YES
137
Company (with/without one or more Subsidiaries or Associate Companies) is required to file its Balance Sheet along with Statement of Profit and Loss Account, Cash flow statement, Directors’ Report and Auditors’ Report in this form within 30 days of holding of Annual General Meeting. and   to   whom   XBRL   is applicable, (applicability as per Companies (Filling of documents and forms in Extensive Business Reporting Language) Rules, 2015.
Financial Statements of non- banking financial companies  who are required to comply with Indian Accounting Standards (Ind AS)
Eform AOC-4/ Form AOC 4 CFS, Form AOC- 4 XBRL/ Form AOC 4 CFS XBRL Form AOC-4 NBFC (Ind AS)/ Form AOC-4 CFS NBFC (Ind AS)
Within 30 days from the date of adoption at AGM or 30 days of the date on which it should have been adopted
YES
YES
YES
138
All the Listed Companies are required to appoint Internal Auditor by filing e-form MGT-14
Eform MGT-14
Within 30 days from the date of Board meeting
YES
NO
NO
139
Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for 5-year appointment within 15 days of Annual General Meeting.
E-form ADT-1
Within 15 days from the date of AGM
YES
YES
YES
Rule 12A
KYC of Directors: All the Directors of company shall file this form on or before 30th September every year for all the directors of the Company.
DIN-3 KYC
on or before 30th Sept, every year
YES
YES
YES
73 Rule 16
Return of Deposit: Company is required to file DPT-3 every year on or before 30th June in respect of return of deposit or particulars of transaction not considered as deposit or both by every company other than Government company and furnish the information contained therein as on the 31st day of March of that year duly audited by the auditor of the company.
DPT-3
30th June (Due to COVID-19 : 30th Sept)
YES
YES
YES
Rule 9A of Cos (pros-pectus and allotment of Securities Rules, 2014)
Reconciliation of Share Capital Audit Report (Half-yearly)
All information shall be furnished for the half year ended 30th September and 31st March in every financial year for each ISIN separately
PAS-6
60 days from the date of conclusion of each half year
NO
YES
NO
381
384(2)
Financial statements of foreign Companies
Annual Return of foreign companies
Form    FC-3 Foreign Company
Form FC-4
Within a period of six months of the close of the financial year of the Foreign  company  Within 60 days from the end of financial year
YES
YES
YES
455(5)
Return of Dormant Company indicating financial position duly audited
Form MSC-3
Within 30 days of end of financial year
YES
YES
YES
APPOINTMENT AND QUALIFICATION OF DIRECTORS
149(1)
Following class of companies shall have woman director:
– every listed company;
‐ Other public company having paid‐up share capital of Rs. 100 Crore or more;
‐ Other public company having turnover of Rs. 300 Crore or more
Ongoing Compli-ances
Ongoing Compli-ances
YES
YES
No
149(3)
Every company shall have at least 1 director resident of India for a total period of not less than 182 days in previous calendar year
(Exempted for FY 2019-20 and 2020-21 vide MCA General Circular No.11/2020, 36/2020)
Ongoing Compli-ances
Ongoing Compli-ances
YES
YES
YES
149(4)
Every listed company shall have at least one-third of total number of directors as independent director
Ongoing Compli-ances
Ongoing Compli-ances
YES
YES (to the extent of applica-bility)
NO
149(7)
Every independent director shall give a declaration that he meets the criteria of independence as under:
– at the first meeting in which he participates as a director
– at the first meeting of the Board in each financial year
– whenever any change in circumstances which affects his status as independent director
Ongoing Compli-ances
Ongoing Compli-ances
YES
YES (to the extent of applica-bility)
NO
149(8)
Company and Independent Director shall abide by Schedule IV (Code for Independent Directors)
Ongoing Compli-ances
Ongoing Compli-ances
YES
YES (to the extent of applica-bility)
NO
149(10),
(11) & (13)
– An Independent Director shall hold office for a term up to five consecutive years. Shall be eligible for re‐appointment on passing of special resolution and disclosure of such appointment in Board Report
‐ Provisions pertaining to retirement of directors by rotation shall not be applicable to Independent Directors.
Ongoing Compli-ances To be read in conjunction with SEBI Circular
Ongoing Compli-ances
YES
YES (to the extent of applica-bility)
NO
150(2)
Appointment of Independent Director shall be approved in General Meeting and explanatory statement shall indicate justification for choosing such person. The Indian Institute of Corporate Affairs at Manesar (Haryana) is authorised as
an institute to create and maintain a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, for the use of the company making the appointment of such directors. (Not applicable to Section 8 Company vide MCA notification dated 05th June, 2015)
Ongoing Compli-ances
Ongoing Compli-ances
YES
YES (to the extent of applica-bility)
NO
152(3)
 Every individual – who intends to get appointed as an independent director in a company shall before such appointment, apply online to the institute for inclusion of his name in the data bank for a period of one year or five years or for his life-time, and from time to time take steps till he continues to hold the office of an independent director in any company.
DIR-2
30.09.2020
YES
YES (to the extent of applica-bility)
NO
160
A non‐retiring director shall be eligible for appointment as director, provided a member nominates him at least 14 days before the meeting and deposits Rs. 1 Lacs (refundable on successful appointment). Requirement of deposit of amount shall not apply in case of an independent director or a director recommended by the Nomination and Remuneration Committee or Board of Directors as the case may be.
Yearly Compliance
atleast 14 days before AGM
YES
YES (to the extent of applica-bility)
NO
161
Subject to AOA, Board may appoint Additional Director who shall hold office up to the date of next AGM
Subject to AOA, Board may appoint Alternate Director in place of a director who is not in India for a period not less than 3 months
Subject to AOA, Board may appoint a nominee director Board of public companies may appoint a director in casual vacancy at its meeting, subject to regulations of AOA
Ongoing Compli-ances
As per requirement of the Board
Ongoing Compliances
As per requirement of the Board
YES
YES
YES
164
– Disqualification for appointment of director,
‐ Declaration from Director at the time of appointment or re‐ appointment in Form DIR‐8
‐ Annual disclosure from Director to be taken
DIR-8. Detailed Checklist for compliances under this to be prepared
first board meeting of each FY and at the event of every change
YES
YES
YES
165
– No person shall be a director in more than 20 companies
‐ Maximum number of public companies can be 10 (For reckoning the limit of public companies in which a person can be appointed as director, directorship in pvt companies that are either holding or subsidiary company of a public company shall be included. For reckoning the limit of directorships of twenty companies, the directorship in a dormant company shall not be included)
Ongoing Compli-ances
Ongoing Compli-ances
YES
YES
YES
167
Vacation of office of Director, inter- alia
‐ incurs disqualification in section 164;
‐ absents from all meetings in 12 months, with or without leave of absence;
‐ breach of RPT disclosure
– becomes disqualified by an Order of a Court or the Tribunal
Ongoing Compli-ances
Ongoing Compli-ances
YES
YES
YES
168
– Director to intimate his resignation to the Company, which the Company shall file with ROC in Form DIR‐12 in 30 days
‐ Company to put resignation details on its website and in its Directors’ Report
‐ Director is also required to send his resignation letter director to ROC within 30 days in Form DIR‐11, along with reasons of resignation
Eform DIR-11, DIR-12
30 days from the date of event
YES
YES
YES
170(1)
Every Company to keep at its Registered Office, a Register of Directors and KMP
Ongoing Compliances
Ongoing Compli-ances
YES
YES
YES
170(2)
Return of Directors and KMP to be filed with ROC in Form DIR-12, within 30 days of appointment or change
Eform Dir-12
30 days from the date of event
YES
YES
YES
171
Register of Director and KMP to be open for inspection for members at Registered Office and also at AGM
Ongoing Compliances
Ongoing Compli-ances
YES
YES
YES
MEETINGS OF BOARD AND ITS POWERS
173(1)
Minimum number of four Board Meetings every year with not more than 120 days gap between two meetings (As s special measures in a view of COVID-19 outbreak, MCA vide general circular No.11/2020 dated 24th March, 2020, it has been dispensed with till 30th September, 2020)
Ongoing Compliances
Ongoing Compli-ances
YES
YES
YES
173(2)
Board Meeting through Video Conferencing (Check provisions of AOA of the Company also)
Detailed Checklist for VC Meeting be prepared
Ongoing Compliances
YES
YES
YES
173(3)
At least 7 days’ Notice for the Board Meeting. Notice to be delivered by hand/post/electronic mode
Ongoing Compliances
Ongoing Compliances
YES
YES
YES
173(3)
– Meeting can be convened on a shorter notice for urgent matters, with presence of at least one independent director, if any
‐ In case of absence of independent director, decision taken shall be circulated to all the directors and shall be final only on ratification by at least one independent director, if any
Ongoing Compliances
As per requirement of the Board, AOA and convenience of independent Directors
Ongoing Compli-ances
Ongoing Compli-ances
YES
174(1)
– Quorum shall be one‐third or two directors, whichever is higher
‐ Directors participating through VC shall be counted for the
purpose of Quorum
Ongoing Compli-ances
Ongoing Compli-ances
YES
YES
YES
174(3)
If number of interested directors exceed 2/3 of total directors, the directors present at the meeting shall form quorum (not less than 2)
Ongoing Complianc-es
Ongoing Complianc-es
YES
YES
YES
175
– For passing resolution by Circulation, the draft resolution to be circulated to all directors/members by hand delivery/ post/courier/ electronic mode and approved by majority of directors entitled to vote
‐ Resolution to be noted in the subsequent Board /Committee Meeting and made part of the minutes
Ongoing Complian-ces
Ongoing Complian-ces
YES
YES
YES
177(1)
Following class of companies shall have Audit Committee:
–  every listed company;
– all public companies having paid‐up share capital of Rs. 10 Crore or more;
‐ all public companies having turnover of Rs. 100 Crore or more;
‐ all public companies having outstanding loan/debt/deposits exceeding Rs. 50 Crore
Ongoing Complia-nces
Ongoing Complia-nces
YES
YES (not applicable to a joint venture; a wholly owned subsidiary; and
a dormant company)
NO
177(2) & (3)
– Audit Committee shall have minimum three directors with independent director forming majority
‐ Majority of Audit Committee members, including Chairman, shall have ability to read and understand financial statements
177(4)
Every Audit Committee shall have specified terms of reference
Keep Charter of Audit Committee with terms of reference ready
Ongoing Complia-nces
177(8)
Composition of Audit Committee to be disclosed in the Board Report along with recommendation of Committee, not
accepted by Board, if any
To be included in DR for FY 13
177(9)
Following class of companies shall have Vigil Mechanism for directors and employees:
– every listed company;
‐ all public companies which accepts deposits from public
‐ all public/private companies having borrowing from banks/FI exceeding Rs. 50 Crore
Keep Policy on Vigil Mechanism ready
Ongoing Complia-nces
YES
YES
YES
178(1), (2),
(3) & (4)
Following class of companies shall have Nomination and Remuneration Committee:-
– every listed company;
‐ all public companies having paid‐up share capital of Rs. 10 Crore or more;
‐ all public companies having turnover of Rs. 100 Crore or more;
‐ all public companies having outstanding loan/debt/deposits
exceeding Rs. 50 Crore
‐ Nomination and Remuneration Committee shall consists of three or more non‐executive directors, with not less than one‐ half shall be independent
‐ Chairperson (ED/NED) of the Company may join as member but not as Chairman of the Committee
Keep Charter of Remuneration  Committee ready with terms of reference
Ongoing Complia-nces
YES
YES
No
178(5)
Every Company having more than 1000 shareholders/ security holders shall constitute a Stakeholder Relationship Committee, with a Non-Executive Director as Chairman and such other member as decided by Board
Keep Charter of Shareholder Grievance Committee ready
Ongoing Complia-nces
YES
YES
NO
179
Board to exercise certain powers by a resolution at its meeting only (In case of section 8 company, matters referred to in clauses (d), (e) and (f) of Sub-section (3) of Section 179  may be decided by the Board by circulation instead of at a meeting. – Notification dated 5th june, 2015.)
MGT-14
– Detailed checklist for power of the Board to be prepared
‐ All resolutions under this Section shall be filed with ROC under Section 117, within 30 days of Board
Meeting
YES
YES
YES
180
Board to exercise following powers only with prior approval of shareholders by Special Resolution:
– Sell, Lease or dispose‐off Undertaking or substantial the whole of Undertaking;
‐ To invest otherwise in trust securities;
‐ To borrow money in excess of paid‐up capital and free reserves;
‐ To give time to director for re‐payment of debt ( In case of private Company, Section 180 shall not apply – MCA Notification dated 5th June, 2015.)
Ongoing
Compliances
Ongoing
Complia-nces
YES
YES
NO
184(1)
Every director at:-
First meeting in which he participates as director;
‐ First meeting of Board in every FY;
‐ Whenever there change in disclosures shall disclose in Form MBP‐1, his concern or interest in any company, body corporate, firm or other association of individuals (including shareholding interest) ( In case of private company – Section 184 (2) shall apply; with the exception that the interested director may participate in such meeting after disclosure of his interest.
– Notification dated 5th june, 2015.)
‐ Director shall disclose nature of his interest or concern with:
a) body corporate in which director or in association with other directors, holds more than 2% shareholding of that body corporate OR is a promoter, manager or CEO of that body corporate;
b) firm or other entity in which such director is a partner, owner or member, as the case may be
‐ Director shall not participate in such meeting (In case of Section 8 company – Section 184 (2) shall apply, only if the transaction with reference to section 188 on the basis of terms and conditions of the contract or arrangement exceeds one lakh rupees.
– Notification dated 5th june, 2015.)
Section 184 shall not apply to any contract or arrangement, between two companies, where any director of one company together with other director, hold not more than 2% of paid‐up share capital of the other company
Form MBP-1 (along with list of relatives and concern of relatives in the Company as per RPT definition)
‐ Form MBP‐1 to be filed with ROC within 30 days of Board Meeting
At first meeting of Board in every FY and whenever change occurs
YES
YES
YES
185(1)
Unless specifically provided, no Company shall, directly or indirectly, advance any loan/guarantee or security in connection with loan, to any director or any other person in which such director is interested
“Any other person in which Director is interested” shall include:
– any director of lending company or of a company which is its holding company or any partner/relative of such director;
‐ any firm in which such director or relative is partner;
‐ any private company in which such director is director or member;
‐ body corporate at general meeting of which 25% or more of voting power is exercised/controlled by one or more directors;
‐ body corporate, whose Board of Directors, MD or Manager is accustomed to act in accordance with directions and instructions of the Board or any Director of lending company. Accordingly check applicability
Ongoing Compli-ances
Ongoing Compli-ances (prior)
YES
YES
YES
186
No Company shall directly/indirectly:
– give any loan to any person or other body corporate;
‐ give guarantee/security in connection with loan to any person/body corporate;
‐ acquire by way of subscription, purchase or otherwise, securities of anybody corporate exceeding 60% of paid‐up share capital, free reserves and securities premium account OR 100% of free reserves and securities premium account, whichever is more. Check applicability. Limits under section 186 to be reviewed and Special Resolution to be passed in forthcoming AGM, if required Disclosure to be made in financial statements. No loan shall be given at the rate lower than prescribed yield rate
‐ Every Company to maintain Register in manual/electronic form in Form MBP‐2 from the date of incorporation, kept at the Registered Office
‐ Entries to be made chronological order, within 7 days of such event and authenticated by CS
MBP-2, MGT-14
Ongoing Compli-ances (prior)
YES
YES
YES
187
All investments made or held by Company in any property, security or other assets shall be made and held in its own name.
Exception – Holding of shares in subsidiary companies in the name of any nominee or nominees of the Company, to ensure number of members are not reduced below statutory limits
‐ Every Company to maintain Register in Form MBP‐3 from the date of registration and kept at the Registered Office
‐ Entries to be made chronological order, along with necessary details and authenticated by CS or by any other person authorised by the Board for the purpose.
MBP-3
Ongoing Compliances
YES
YES
YES
188
No company shall enter into any contract or arrangement with any Related Party without prior approval of the Board of Directors and shareholders.
Exception:- Ordinary Course of Business; and
‐ Arms’ Length ((1) In case of private company –  Second proviso to Sub-section (1) of Section 188  shall not apply (2) In case of Government company – First and second proviso to Sub- section (1) of Section 188  shall not apply to:-
(a) a Government company in respect of contracts or arrangements entered into by it with any other Government company;
(b) a Government company, other than a listed company, in respect of contracts or arrangements other than those referred to in clause (a), in case such company obtains approval of the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government before entering into such contract or arrangement. – (MCA Notification dated 5th june, 2015).
Detailed Checklist and Policy for Related Party Transactions must be prepared
Ongoing Compliances (prior)
YES
YES
YES (except 188(1)(b))
189
Every Company shall keep one or more registers in Form MBP- 4 containing the particulars of all contracts to which section 184(2) and 188 applies. After entering the details, the Register shall be placed before the next Board Meeting and signed by all directors present
Exception:
‐ Any contract or arrangement for sale, purchase or supply of any goods, material or services not exceeding Rs. 5 Lacs
‐ Banking Company for collection of bills in ordinary course of business Every director and KMP shall, within 30 days of appointment/ relinquishment of office, shall disclose to the Company particulars specified in Section 184(1), which shall be entered into the Register.
Exception ‐ Companies/Body Corporates in which director himself or together with other directors holds 2% or less of paid‐up share capital shall not be required to entered in Register (In case of Section 8 company – Section 189 shall apply only if the transaction with reference to section 188 on the basis of terms and conditions of the contract or arrangement exceeds one lakh rupees. – Notification dated 5th june, 2015.)
MBP-4
Ongoing compliance
YES
YES
YES
APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
196
No Company shall appoint MD and Manager at the same time No Company shall appoint/re‐appoint MD, WTD or Manager for a term exceeding 5 years at a time MD, WTD or Manager to appointed and terms/remuneration to be approved by the Board at its meeting, subject to shareholder’s approval at next general meeting and CG, if applicable Return of appointment of MD/WTD/Manager/ CEO/CS/CFO to be filed with ROC in Form MR-1 within 60 days of appointment (In case of private company – Sub-section (4) and (5) of Section 196 shall not apply – Notification dated 5th June, 2015.
2. In case of government company – Sub-section (2), (4) and (5) of Section 196 shall not apply – Notification dated 5th June, 2015.)
Eform MR-1, MGT-14, MR-2
within sixty days of such appointment
YES
YES
NO
197
Total Managerial Remuneration of a public company not to exceed 11% of net profits. The cap of 11% can exceed subject to approval of the company in general meeting by a special resolution :
– MR to one MD/WTD/Manager not to exceed 5%
‐ MR to all such MD/WTD/Manager not to exceed 10%
‐ MR to NED not to exceed 1% (in case there is MD etc.) and 3% (in case there is no MD etc.)
– MR not to include Sitting Fees
‐ Sitting Fees shall not exceed Rs. 1 Lac per meeting
‐ Sitting Fees for Women Director and Independent Director shall not be less than sitting fees for other directors
– No Stock Option to Independent Director and remuneration only by sitting fees, commission and reimbursement
– Every Listed Company to disclose the ratio of remuneration of directors to median salary of employee
‐ Disclosures shall also include particulars mentioned in Rules (In case of  Government company – Section 197 shall not apply. – Notification dated 5th june, 2015.)
MGT-14, Ongoing compliance and required to be disclosed in Board’s Report also
 Ongoing compliance and required to be disclosed in Board’s Report also
YES
YES
NO
201 & Sch V
CG approval for Managerial Remuneration in excess of limits
MR-2, MGT-14
Within ninety days from the date of such appointment
YES
YES
NO
203
Every Listed Company and Public Companies having paid-up share capital of Rs. 10 Crore or more shall have following whole time KMP:
‐ MD or CEO or Manager or in their absence WTD;
‐ CS;
‐ CFO Every KMP shall be appointed by Board Resolution containing terms and conditions of the appointment, including remuneration Any casual vacancy to be filled in by the Board at its meeting, within 6 months
MR-2, MGT-14
within a period of six months from the date of such vacancy
YES
YES
No
204
Every Listed Company and Public Companies having:
– Paid‐up capital of Rs. 50 Crore or more; Or
‐ Turnover of Rs. 250 Crore or more; Or
– Every Company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more. shall have Secretarial Report from PCS in Form MR‐3, annexed to Board Report. The Board of Directors, in their report shall explain in full any qualification or observation or other remarks made by the PCS in her/his report
MR-3
Annual Compliance
YES
YES
YES
405
Delay in Payment to MSME Vendor: Company have to file this return half yearly in respect of pending payments to MSME vendors as at end of half year.
MSME-1 (Half Yearly Return)
Half yearly compliance (April to Sep 31st October, October to March – 30th April)
YES
YES
YES

It is advisable for any businesses to be compliance conscious. Timely compliances save cost and further litigations also. Continuous non-compliance may lead the DIN of directors to disqualification. Stakeholders take keen interest into compliance conscious companies only.

The views expressed in the Article are my personal view and not liable for any special or incidental damage in case the aforementioned information are used.

The author can be approached at email roopalcs2001p@gmail.com.

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Name: CS Rupal Patel
Qualification: CS
Company: Practising Company Secretary
Location: Ahmedabad, Gujarat, IN
Member Since: 05 May 2020 | Total Posts: 17
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