In this Flash editorial, the author begins by referring the provisions of Companies Act, 2013 read with all Amendment Acts and rules mentioned there under till Companies (Amendment) Act, 2019.
As per latest amendments, Companies requirements for compliances have been changed in comparison of compliance requirement as on 01st April, 2014 when Companies Act, 2013 came into effect.
After commencement of Companies Act, 2013 from 01st April 2014 Compliance requirement of Companies has been increased Like: MSME-1, BEN-2, Dematerialization of Shares, DPT-3 etc. Even no exemptions are granted to Public Limited Companies under Companies Act, 2013.
Meaning of Public Company:
“Public Company” means a company which—
(a) is not a private company
Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles ;
Meaning of Listed Company:
(52) “listed company” means a company which has any of its securities listed on any recognised stock exchange;
Important Features of Listed Companies:
i. All shares should be in Demat.
ii. Provisions of Secretarial Auditor shall be applicable on Listed Companies.
iii. Loan to Directors and relative of Directors are strictly prohibited.
iv. Needs to file MGT-14 for all the resolutions passed u/s 179(3).
v. Provisions of KMP, MD and WTD Applicable on Listed Companies.
vi. Remuneration to Directors are restricted as per Section 197 of Companies Act, 2013.
vii. Independent Directors are mandatory to appoint.
viii. Women Directors are mandatory to appoint.
ix. CEO/ CFO are mandatory to appoint.
Major Changes are as follow:
1. Annual Return (MGT-7): Annual Return is Form MGT-7. This is a very lengthy form.
* Annual Return [MGT-7] of Listed Company mandatory required signature of Company Secretary in employment. Annual Return need be file with ROC with the Digital Signature of Directors and Company Secretary in employment.
- Certification of Annual Return by Company Secretary (MGT-8):
a) All Listed Companies
2. Secretarial Standard: From 1st July 2015 onwards, every meeting of Board of Directors and Shareholders shall be conducted in consolidation with the provisions of Secretarial Standards and Companies Act, 2013. It needs a lot of Concentration and documentation.
ANNUAL COMPLIANCES FOR LISTED COMPANY:
| S. No. | Section & Rules | Particular of Compliance | |||
| 1. | Receipt of MBP-1 | 184(1) | Form MBP- 1 | Every Director of the Company in First Meeting of the Board of Director in each Financial Year shall disclose his interest in other entities. | |
| Every Director is required to submit with the Company a fresh MBP-1, whenever there is change in his interest from the earlier given MBP-1. | |||||
| 2. | Receipt of DIR- 8 | 164(2) 143(3)(g) | Form DIR – 8 | Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification. | |
| 3. | E- Forms Filing Requirements Annual Form | 92 | E-form: MGT-7 | Annual Return: Every Company will file its Annual Return within 60 days of holding of Annual General Meeting.
Annual Return will be for the period 1st April to 31st March. Annual Return of Every Listed Company should be signed by Company Secretary in Employment. |
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| 4. | 92 | MGT-8 | Listed Companies shall submit Certificate from Company Secretary in Practice as an attachment to MGT-7. | ||
| 5. | 121 | MGT-15 | Report on AGM:
Company shall prepare in the Report on each AGM. |
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| 6. | 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, Directors’ Report and Auditors’ Report in this form within 30 days of holding of Annual General Meeting. | ||
| Attachment:
Balance Sheet, Statement of Profit & Loss Account, Cash Flow Statement, Directors’ Report, Auditors’ Report and Notice of AGM. |
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| 7. | Filing of Resolution with ROC | Section 117 read with 179 | MGT-14 | Listed Company required filing this form with ROC within 30 days of approval of Directors’ Report and Financial Statement with ROC. | |
| 8. | Section 179(3) | MGT-14 | Appointment of Secretarial Auditor
Company will file MGT-14 along with copy of Board Resolution within 30 days of Board Meeting. |
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| 9. | Annual Form | Section 73 Rule 16 | E-form DPT-3 | Return of Deposit: Company is required to file this form every year on or before 30th June in respect of return of Deposit and Particulars not considered as Deposit as on 31st March. | |
| 10. | Event Based Form | Section 90 | BEN-2 | 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. |
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| 11. | Annual Form | Rule 12A | DIR-3 KYC | 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. | |
| 12. | Half Yearly Return | Section 405 | MSME-1 | 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.
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| 13. | Directors’ Report | 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 MD. | |||||
| 14. | XBRL | Every Listed Companies required preparing its Financial Statement in Extensible Business Reporting system. | |||
| 15. | Circulation of Financial Statement &other relevant Dox | 136 | Company will send to the members of the Company approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting.
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. |
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| 16. | 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. | ||
| Every Listed Company will give e-voting facility. | |||||
| 17. | Sending of Notice of AGM | 101 & SS | Notice of Annual General Meeting will be sent to following:
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| 18. | Board Meetings | 173 & SS-I | Every Company shall hold a minimum number of FOUR meetings of its Board of Directors every year in such a manner that maximum gap between two meetings should not be more than 120 (One hundred twenty) days. | ||
| 19. | Maintenance of Statutory Registers | 88 and other sections | Company will maintain the following mandatory Registers:
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| 20. | Appointment of Auditor | 139 | E-form ADT-1 | 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. | |
| 21. | E- Voting | 108 | Voting Through Electronic Means:
It is mandatory for the Listed Company to provide e-voting facility to Shareholders. |
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| 22. | Postal Ballot | 110 | Voting Through Postal Ballot:
There are certain Items for which it is mandatory for the Company to provide Postal Ballot Facility. |
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| 23. | Secretarial Audit | Section 204 | All the Listed Companies are required to appoint Company Secretary for Secretarial Audit by filing e-form MGT-14 | ||
| 24. | Secretarial Audit Report | 205 | A Listed Company is required to get Secretarial Audit of the Company from the Practicing Company Secretary and repot in form of MR-3 will be part of Directors’ Report | ||
| 25. | Internal Auditor | 138 | All the Listed Companies are required to appoint Internal Auditor by filing e-form MGT-14 | ||
| 26. | Audit Committee | 177 | A Listed Company is required to constitute its Audit Committee and meetings of Committee will be as per Secretarial Standard- I. | ||
| 27. | Nomination & Remuneration Committee | 178 | A Listed Company is required to constitute its Nomination & Remuneration Committee and meetings of Committee will be as per Secretarial Standard- I. | ||
| 28. | Stake Holder Relationship Committee | 178 | A Listed Company is required to constitute its Stake Holder Relationship Committee and meetings of Committee will be as per Secretarial Standard- I. | ||
| 29. | Vigil Mechanism | 178 | A Listed Company is required constituting policy of vigil mechanism. | ||
| Above mentioned 29 (Twenty Nine) Compliances are mandatory yearly compliances for the Listed Company. Except above 29 (Twenty Nine), there may be event-based compliances Companies. | |||||
ANNUAL COMPLIANCES FOR LISTED COMPANY – UNDER LODR:
| QUARTERLY COMPLIANCE | ||
| S. No. | Regulation reference | Timeline |
| 1 | Regulation 31 (1) (b)- Shareholding Pattern | Within 21 days from the end of the quarter |
| 2 | 27(2)(a) – Corporate Governance Report | Within 15 days from the end of the quarter. |
| 3 | Regulation 33 (3) (a) – Financial Results alongwith Limited review report/Auditor’s report | Within 45 days from the end of the quarter. |
| 4 | Reconciliation of share capital audit report | Within 30 days from the end of the quarter. |
| 5 | Regulation 13 (3) – Statement of Grievance Redressal Mechanism | Within 21 days from the end of the quarter. |
| 6 | Regulation 32 (1) – Statement of deviation(s) or variation(s). | – |
| 7 | (in case of deviation of proceeds of IPO from prospectus) | |
HALF YEARLY COMPLIANCE
| HALF YEARLY COMPLIANCE | ||
| Regulation reference | Timeline | |
| 1 | Regulation 7 (3) – Share Transfer Agent – Compliance Certificate | Within 1 month of end of each half of the financial year |
| 2 | Regulation 40 (10) – Transfer or transmission or transposition of securities (process should complete within 15 days of receipt provided no error in documents) | Within 1 month of end of each half of the financial year |
ANNUAL COMPLIANCE
| ANNUAL COMPLIANCE | ||
| Regulation reference | Timeline | |
| 1 | Regulation 14 – Fees and other charges to be paid to the recognized stock exchange(s) | Within one month of end of March 31 |
| 2 | Regulation 24A – Secretarial Compliance Report | within 60 days of the end of the financial year |
| 3 | Regulation 33 (3) (d) – Financial Results along with Auditor’s Report: Download Regulation | Within 60 days from the end of the financial year |
| 4 | Regulation 34(1) & 36(2) – Annual Report | Not later than the day of commencement of dispatch to its shareholders and not less than 21 days before the annual general meeting |
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