prpri Annual Compliance Calendar under Companies Act, 2013 Annual Compliance Calendar under Companies Act, 2013

ACS Divesh Goyal

CS Divesh GoyalBackground:

As per Companies Act, 2013 Companies requirements for Companies have been changed in comparison of Companies Act, 1956. For financial year on or after 2014-15 Annual Compliances will be as per Companies Act, 2013. New Annual Forms will be prepared with new Requirements.

Annual Compliances have completely changed from the earlier Compliances.

Major Changes are as follow: Directors’ Report: There are many new clauses, which Companies have to add in Directors’ Report. Like: Disclosure of

Sexual Harassment Act, Dates of Board Meetings held during the Financial Year, No. of Board Meetings attended by the Directors etc.

1. Annual Return (MGT-7): Earlier Annual Return was required to be prepared in e-form 20B. Now, new form for Annual Return is MGT-7. This is a very lengthy form in comparison to earlier Annual Return under Schedule- V. There are two provisions relating to annual return one is ‘CERTIFICATION’; other one is ‘SIGNING’.

2. Financial Statement: Earlier in Companies Act 1956, Companies were required to prepared (Balance Sheet and Statement of Profit & Loss Account) as a part of Annual Report. But now in Companies Act, 2013 there is a requirement to prepare the following as a part of Financial Statements:

a. Balance Sheet and Statement of Profit& Loss Account

b. Cash Flow Statement (Except Small Companies and OPC)

c. Consolidated Financial Statement.

3. Secretarial Standard: From 1st July 2015 onwards, every meeting will be conducted in consolidation with the provisions of Secretarial Standards and Companies Act, 2013. It needs a lot of Concentration.

ANNUAL COMPLIANCES FOR ONE PERSON 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 will disclose his interest in other entities.
Every Director is required to submit with the Company fresh MBP-1 whenever there is change in his interest from the earlier given MBP-1.
2. Receipt of DIR- 8 164(2)

 

Form

DIR – 8

Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.
Meaning of AGM for the OPC means “Resolution passed for the ordinary Business entered into the Minute Book. In case of OPC, there is no need to hold AGM because there is only one Member.
3. E- Forms Filing Requirements 92 E-form:

MGT-7

Annual Return: OPC will file its Annual Return within 60 days of entry of ordinary resolution in Minute Book. Annual Return will be for the period 1st April to 31st March.

In Case of OPC, there is no need to hold AGM.

4. 137 E-form:

AOC-4

Financial Statement: The Company is required to file its Balance Sheet along with statement of Profit and Loss Account and Directors’ Report in this form.
Attachment:

Balance Sheet, Statement of Profit& Loss Account, Directors’ Report, Auditors’ Report and Notice of AGM.

5. Directors’ Report 134 Directors’ Report shall be prepared by mentioning of all the information required for Small Company under Section 134.
It should be signed by only One Director.
6. Circulation of Financial Statement & other relevant Dox 136 Company shall send to the Members of the Company approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the date of AGM.
7. Board Meetings 173 & SS-I OPC shall hold a minimum number of two meetings of its Board of Directors every year in such a manner that minimum gap between both the meetings, should be not less than 90 (Ninety) days.
8. Appointment of Auditor 139 E-form

ADT-1

Auditor will be appointed for the 5 (Five) year and form ADT-1 will be file for 5-year appointment.
After that every year in AGM, shareholder will ratify the Auditor but there is no need to file ADT-1.
9. Note: ü OPC in which there is only one Director Secretarial Standard- 1 will not apply.

ü OPC does not require holding AGM so Secretarial Standard II is not applicable on OPC.

ü Section 98 and Section 100 to 111 are not applicable on One Person Company.

ü No need of preparation of Cash Flow Statement, in case of OPC.

Above mentioned 9 (Nine) Compliances are Mandatory Yearly compliances for the Private Limited Company. Except above 8 (Eight) there may be event-based compliances for the Small Company.

ANNUAL COMPLIANCES FOR SMALL 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 92 E-form:

MGT-7

Annual Return: Every Small 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.
4. 137 E-form:

AOC-4

Financial Statement: Company is required to file its Balance Sheet along with Statement of Profit and Loss Account and Directors’ Report in this form.
Attachment:

Balance Sheet, Statement of Profit& Loss Account, Directors’R eport, Auditors’ Report and Notice of AGM.

5. Directors’ Report 134 Directors’ Report shall be prepared by mention of all the information required for Small Company under Section 134.

 

It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors.
6. 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.

(Except in case of AGM is called on Shorter Notice)

7. 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.
8. Sending of Notice of AGM 101 & SS Notice of Annual General Meeting will be sent to following:

• All Directors, Members, Statutory Auditor.

9. Board Meetings 173 &

SS-I

Every Company shall hold a minimum number of Two Meetings of its Board of Directors every year in such a manner that Minimum gap between both the meetings not less than 90 (Ninety) days.
10. Appointment of Auditor 139 E-form

ADT-1

Auditor will be appointed for the 5 (Five) year and form ADT-1 will 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.
Above mentioned 10 (Ten) Compliances are mandatory yearly compliances for the Small Private Limited Company. Except above 10 (Ten), there may be event-based compliances for the Small Company.

ANNUAL COMPLIANCES FOR PRIVATE LIMITED COMPANY OTHER THAN SMALL 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 will disclose his interest in other entities.
Every Director is required to submit with the Company fresh MBP-1 whenever there is change in his interest from the earlier given MBP-1.
2. Receipt of DIR- 8 164(2) 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 92 E-form:

MGT-7

Annual Return: Every Small 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.
4. 137 E-form:

AOC-4

Financial Statement: Company is required to file its Balance Sheet along with statement of Profit and Loss Account and Director Report in this form.
Attachment:

Balance Sheet, Statement of Profit& Loss Account (Including Consolidated Financial Statement), Directors’ Report, Auditors’ Report, Cash Flow Statement and Notice of AGM.

5. 92 MGT-8 Private Company:

Having paid up share capital of 10 Crore or more or turnover of Rs. 50 crore or more shall be certified by a Company Secretary in Practice.

6. Directors’ Report 134 Directors’ Report will be prepared by mention of all the information required under Section 134.

It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors.

7. Circulation of Financial Statement & other relevant Dox 136 Company will send to the members of the Company approved Financial Statement (including consolidated Financial Statement), Cash Flow Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting.

(Except in case of AGM is called on Shorter Notice).

8. 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.
9. Sending of Notice of AGM 101 & SS Notice of Annual General Meeting will be sent to following:

• All Directors, Members, Statutory Auditor

Secretarial Auditor (if any)

10. 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. Company should hold at least 1 (one) Board Meeting every quarter of calendar year.
11. Appointment of Auditor 139 E-form

ADT-1

Auditor will be appointed for the 5 (Five) year and form ADT-1 will 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.
12. Appointment of Company Secretary 203 Private Company having paid up share capital of Rs. 5 crore more required to appoint whole time Company Secretary.
13. Maintenance of Registers 88 Company will maintain the following mandatory Registers:

• Register of Director, Director Shareholding, Members.

14. Annual Return 92 Annual Return of Every Private Company (Except Small Company) should be signed by Company Secretary in Practice., if there is no whole time Company Secretary.
Above mentioned 14 (Fourteen) Compliances are Mandatory Yearly compliances for the Private Limited Company. Except above 13 (Thirteen) there may be event-based compliances for the Company.

ANNUAL COMPLIANCES FOR EVERY PUBLIC LIMITED 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 will disclose his interest in other entities.
Every Director is required to submit with the Company fresh MBP-1 whenever there is change in his interest from the earlier given MBP-1.
2. Receipt of DIR- 8 164(2) 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 Requi-rements 92 E-form:

MGT-7

Annual Return: Every Small 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 31stMarch.
4. 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.
Attachment:

Balance Sheet, Statement of Profit& Loss Account (Including Consolidated Financial Statement), Director Report, Auditors’ Report, Cash Flow Statement and Notice of AGM.

5. 179(3) 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.

6. 92 MGT-8 Certification of Annual Return:

Every Company having paid up share capital of 10 Crore or more or turnover of Rs. 50 crore or more shall be certified by a Company Secretary in Practice.

7. Directors’ Report 134 Directors’ Report will be prepared by mention of all the information required under Section 134.

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 should be Managing Director if any.

8. Circulation of Financial Statement & other relevant Dox 136 Company will send to the Members of the Company approved Financial Statement (including consolidated Financial Statement), Cash Flow Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting.

(Except in case of AGM is called on Shorter Notice)

9. 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.
10. Sending of Notice of AGM 101 & SS Notice of Annual General Meeting will be sent to following:

• All Directors, Members, Statutory Auditor.

• Secretarial Auditor, If any.

• Debenture Trustee, if any.

11. 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. Company should hold at least 1 (one) Board Meeting every quarter of calendar year.
12. Appointment of Auditor 139 E-form

ADT-1

Auditor will be appointed for the 5 (Five) year and form ADT-1 will 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.
13. Appointment of Company Secretary 203 Private Company having paid up share capital of Rs. 5 crore more required to appoint whole time Company Secretary.
14. Maintenance of Registers 88 Company will maintain the following mandatory Registers:

• Register of Director, Director Shareholding, Members.

• Register of Loan, Guarantee, Investment made by the Company.

• Register of Contract with Related Parties.

15. Annual Return 92 Annual Return of every Private Company (Except Small Company) should be sign by Company Secretary in Practice.

LIMIT BASED ANNUAL COMPLIANCES FOR PUBLIC

LIMITED COMPANIES:

S. No. Section & Rules Particular of Compliance
1. E- Forms Filing

Requirements

Rule- 22 Chap. V DPT- 3 Company if accept deposits during the year then it is required to file return of deposits within 30 days of end of financial year.
2. 196 MR-1 Return of appointment and re-appointment of Managing Director or Whole Time Director or Manager or KMP.
3. 149 DIR- 12 Appointment of Independent Director.
4. 149 DIR- 12 Appointment of Women Director.
5. 138 MGT-14 Appointment of Internal Auditor.
6. 205

 

All below mentioned Company are required to get Secretarial Audit of the Company from the Practicing Company Secretary and repot of PCS will be part of Directors’ Report (MR-3).

a) All Listed Companies

b) Every Public Company having;

• Paid-Up Share Capital of Rs. 50 Crore (fifty crore rupees) or more; or

• Every Public Company having a Turnover of Rs. 250 Crore (two hundred fifty crore rupees) or more

7. Audit Committee 177 All below mentioned companies are required to constitute a Audit Committee and meetings of Committee will be as per Secretarial Standard- I: i. All Public Companies with a paid up capital of ten crore rupees or more;

ii. All Public Companies having turnover of one hundred crore rupees or more;

iii. All Public Companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

8. Nomination & Remuneration Committee 178 All below mentioned companies are required to constitute a Nomination & Remuneration Committee and meetings of Committee will be as per Secretarial Standard- I:

iv. All public companies with a paid up capital of ten crore rupees or more;

v. All public companies having turnover of one hundred crore rupees or more;

(a) All public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

9. Vigil Mechanism 178 All below mentioned companies are required to constitute a Audit Committee:

(b) The Companies which accept deposits from the

Public;

(c) The Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees

ANNUAL COMPLIANCE’S 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 will disclose his interest in other entities.
Every Director is required to submit with the Company fresh MBP-1 whenever there is change in his interest from the earlier given MBP-1.
2. Receipt of DIR- 8 164(2) 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 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.
4. 137 E-form:

AOC-4

Financial Statement: Company is required to filing its Balance Sheet along with Statement of Profit and Loss Account, Cash Flow Statement and Directors’ Report in this form.
Attachment:

Balance Sheet, Statement of Profit& Loss Account (Including Consolidated Financial Statement), Directors’Report, Auditors’ Report, Cash Flow Statement and Notice of AGM.

5. 179(3) 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.

6. 92 MGT-8 Certification of Annual Return:

Every Company will file with its Annual Return within 60 days of end of financial year.

7. 121 MGT-15 Report on AGM:

Company shall prepare in the Report on each AGM.

8. 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.

 

9. 148(3) CRA- 2 Appointment of Cost Auditor

Company will file copy of Board Resolution within 30 days of Board Meeting.

10. 149 DIR- 12 Appointment of Independent Director.
11. 149 DIR- 12 Appointment of Women Director.
12. Directors’ Report 134 Directors’ Report will be prepared by mention of all the information required under Section 134.

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 should be Managing Director if any.

13. XBRL Every Listed Company is required to prepare its Financial Statement in Extensible Business Reporting system.
14. Circulation of Financial Statement & other relevant Dox 136 Company will send to the Members of the Company approved Financial Statement (including consolidated Financial Statement), Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting.
15. 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.
16. Sending of Notice of AGM 101 & SS Notice of Annual General Meeting will be sent to following:

• All Directors, Members, Statutory Auditor.

• Secretarial Auditor, If any.

• Debenture Trustee, if any.

17. 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 meeting not more than 120 (One hundred Twenty) days. Company should hold at least 1 (one) Board Meeting every quarter of calendar year.
18. Appointment of Auditor 139 E-form

ADT-1

Auditor will be appointed for the 5 (Five) year and form ADT-1 will be file for 5-year appointment.
After that every year in AGM shareholder will ratify the Auditor but here is no need to file ADT-1.
19. Maintenance of Registers 88 Company will maintain the following mandatory Registers:

• Register of Director, Director Shareholding, Members.

• Register of Loan, Guarantee, Investment made by the Company.

• Register of Contract with Related Parties.

• Register of Key Managerial Personnel and their Shareholding.

20. E- Voting 108 Voting Through Electronic Means:

It is mandatory for the Listed Company to provide e-voting facility to Shareholders.

21. Postal Ballot 110 Voting Through Postal Ballot:
There are certain Items for which it is mandatory for the Company to provide Postal Ballot Facility.
22. Secretarial Audit 204 E- form

MGT-14

All the Listed Companies are required to appoint Company Secretary for Secretarial Audit.
23. Internal Auditor 138 E- form

MGT-14

A Company isr equired to appoint Internal Auditor and required to file e-form within 30 days of appointment.
24. Audit Committee 177 A Listed Company is required to constitute its Audit Committee and meetings of Committee will be as per Secretarial Standard- I.
25. 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.
26. 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.
27. Vigil Mechanism 178 A Listed Company is required constituting policy of vigil mechanism.
28. Return for Change in Stake of Promoter 93 E- form

MGT- 10

Listed Company shall file a return with the Registrar with respect to change in the number of shares held by promoters and top ten shareholders of such Company, within fifteen days of such change
10. E- Forms Filing

Requirements

Rule- 22 Chap. V DPT- 3 Company if accept deposit during the year then it is required to file return of deposits within 30 days of end of financial year.
11. 196 MR-1 Return of appointment and re-appointment of Managing Director or Whole time Director or Manager or KMP.
12. 203 MR-1 Appointment of KMP:

Company Required to appoint:

1. Company Secretary

2. CFO

3. MD/CEO/WTD

13. 149 DIR- 12 Appointment of Independent Director.
14. 149 DIR- 12 Appointment of Women Director.
15. 205

 

MR – 3 A Listed Company is required to get Secretarial Audit of the Company from the Practicing Company Secretary and repot of PCS will be part of Directors’Report.

ANNUAL COMPLIANCES UNDER SEBI (LODR):

S. No. Regulation No. Particular of Regulation Time Period of filing of Certificate
COMMON OBLIGATIONS TO LISTED ENTITY
1. 7(3)

 

Submission a Compliance Certificate to the Exchange Submission of Compliance Certificate to Stock Exchange certifying that all activities in relation to both physical and electronic share transfer facility are maintained either in house or by Registrar to an issue and share transfer agent registered with the Board. Within one month of end of each half of the financial year,
2. 7(5) Appointment/ Alteration of Share Transfer Agent

 

Company can manage in house Share Transfer Facility. But as and WHEN THE TOTAL NUMBER OF HOLDERS OF SECURITIES OF THE LISTED ENTITY EXCEEDS ONE LAC,

the listed entity shall appoint Share Transfer Agent.

Intimate to the Stock Exchange such appointment or alteration within 7 days on entering into agreement
Shall be placed before the Board of Directors in subsequent Meeting.
3. 13 Grievance Redressal Mechanism The listed entity shall file with the recognized stock exchange(s)

a statement giving

• The number of investor complaints pending at the beginning of the quarter,

• Those received during the quarter,

• Disposed of during the quarter and

• Those remaining unresolved at the end of the quarter.

Within 21 days of

the end of the each

quarter.

Same statement shall be placed before the Board of Director quarterly.
Obligations of listed entity which has listed its specified securities i.e. equity or convertible securities.
4. 27(2) Quarterly Compliance Report on Corporate Governance • The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board.

• Details of all material transactions with related parties shall be disclosed.

• Report shall be sign Either by Compliance officer or Chief Executive officer

Within 15 days from the closure of quarter.
5. Proviso to

29(2)

Prior Intimation to SE about Board Meeting Intimation about the Meeting in which Financial Results viz. quarterly, half yearly, or annual, as the case may be due for consideration. At least 5 (Five) days in advance excluding the date of intimation & date of board meeting.
6. 29(2) Prior Intimation to SE about Board Meeting Intimation about the Meeting in which following matters are due to consideration:

§ Proposal for Buyback of Securities

§ Proposal for voluntary delisting of Listing entity from the Stock Exchange(s)

§ Fund raising by following ways

– Further Public Offer, Rights Issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price:

§ [1]Declaration/Recommendation of Dividend

§ Issue of Convertible Securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend

§ Proposal for declaration of Bonus Securities.

(Only if

At least 2 working days in advance excluding the date of intimation & date of board meeting.
7. 29(3) Prior Intimation to SE about Board Meeting § Any Alteration in the form or nature of any of its securities that are listed on the stock exchange or in the rights or privileges of the holders thereof.

§ Any Alteration in the date on which, the interest on debentures or bonds, or the redemption amount of redeemable shares or of debentures or bonds, shall be payable.

At least 11 working days in advance
8. General Meeting Intimation:
Intimation shall also be given in case of any Annual General Meeting or Extraordinary General Meeting or Postal Ballot that is proposed to be held for obtaining shareholder approval for further fund raising indicating type of issuance.
9. 30(6)

Second Proviso

Outcome of Board Meeting Disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III Made within 30 Minutes (thirty minutes) of the conclusion of the board meeting
10. 30(6) Disclosure of events or information The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information As soon as reasonably possible and not later than twenty four hours from the occurrence of event or information
11. 31(1) Holding of securities & Shareholding Pattern separately for each class of securities. listed entities which have listed their specified securities on SME Exchange, submit Statement of Share Holding 1 day prior to listing of its securities
Within 21 days from the end of each quarter
Within 10 days of

Capital restructuring.

12. 31A(7)(c) Event of Reclassification The event of reclassification shall be disclosed to the stock exchanges as a material event in accordance with the provisions of these regulations within 24 hrs of occurrence of the event
13. 32(1) Statement indicating deviation(s) or

Variation(s)

Statement indicating deviation in use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting (of public issue, rights issue, preferential issue).

 

quarterly basis to the stock exchange till such time the

issue proceeds have been fully utilized or the purpose for which these proceeds were

raised has been

achieved.

14. 33(3)(a) Quarterly Financial Result The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within 45 days of end of each quarter, other than the last quarter
15. 33(3)(d) & (e) Annual Financial Result The listed entity shall submit audited standalone financial results for the financial year,

 

within 60 days from the end of the financial year
16. 33(3)(f) Half Yearly Financial Result submit as part of its standalone or consolidated financial results for the half year, by way of a note, a statement of assets and liabilities Half yearly submission.
17. 34(1) Annual Report Annual Report to RSE containing Audited Financial Statement, director’s report, MDAR. Within 21 working days of its being approved & adopted in AGM.
18. 35 The listed entity shall submit to the stock exchange(s) an Annual Information Memorandum in the manner specified by the Board from time to time.
19. 37(1) Draft scheme of Arrangement & Scheme of Arrangement. listed entity desirous of undertaking a scheme of arrangement or involved in a scheme of arrangement, shall file the draft scheme of arrangement, Before filling with Tribunal/ court as the case may be.
20. 39(3) Issue of Share Certificates Information regarding loss of

share certificates and issue of

duplicate certificates.

within 2 days of getting its

information.

21. 40(9)/(10) Certificate from PCS Certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies. Within 1 month of the end of each half financial year.
22. 42(2) Record Date Notice to Stock Exchange for the record date and specifying the purpose of record date. At least 7 working days before the

record date excluding the date of intimation & record date.

23. 44(3) Intimation to Stock Exchange regarding result of General Meeting Details regarding the voting results in the format specified by the Board. Within 48 hours of the

conclusion of

General Meeting

OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS NON-CONVERTIBLE DEBT SECURITIES OR NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES OR BOTH
24. 50(1) Interest/ Redemption due The listed entity shall give prior intimation to the stock exchange(s) regarding interest due and redemption due At least 11 working days before the date on which interest/

redemption amount of redeemable

shares/ debentures shall be

payable.

25. 50(2) Intimation to raise fund intimation to raise funds to the stock exchange(s) wherein the proposal to raise funds through new non convertible debt prior to the meeting of board of directors securities or non-convertible redeemable preference shares shall be considered prior to the meeting of board of directors
26. 50(3) Recommendation to Board Meeting Intimation to stock exchange about the Board Meeting at which the recommendation or declaration of below given matter is proposed to be considered

• issue of non convertible debt securities, or

• any other matter affecting the rights or

• interests of holders of non convertible debt securities or

• non convertible redeemable preference shares

At least 2 working days before the

board meeting excluding the date of the intimation and date of the meeting

27. P 52(1) Half yearly Result The listed entity shall PREPARE and SUBMIT UN-AUDITED or AUDITED financial results on a half yearly basis in the format as specified by the Board Within 45 days at the end of Half

financial year

28. 52(2)(a) proviso Annual Result The listed entity shall PREPARE and SUBMIT UN-AUDITED or AUDITED financial results on a half yearly basis in the format as specified by the Board Within 60 days at the end of financial year
29. 57(1) Certificate. Certificate Regarding Payment of Interest And Principal. Within 2 days of interest due
30. 60(2) Record Date The listed entity shall fix a record date for purposes of payment of interest, dividend and payment of redemption or repayment amount or for such other purposes as specified by the stock exchange At least 7 working days before the record date excluding the date of Intimation & record date.
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS

INDIAN DEPOSITORY RECEIPTS

31. 69(1) Indian Depository Receipt holding pattern & Shareholding details The listed entity shall file with the stock exchange the Indian Depository Receipt holding pattern on a quarterly basis Within 15 days at the end of each quarter.
32. 70(1) Financial Result The listed entity shall file periodical financial results with the stock exchange within such time as per the listing requirements of the home country
33. 71(1) Annual Report The listed entity shall submit to stock exchange an annual report at the same time as it is disclosed to the security holder in its home cou
34. 72(2) Corporate Governance The listed entity shall submit to stock exchange a comparative analysis of the corporate governance provisions that are applicable in its home country within such time as per the listing requirements of the home country
35. 78(2) Record Date Notice to stock exchange regarding record date. At least 4 working days before the record date.
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SECURITISED DEBT INSTRUMENTS
36. 82(1) Issue new securities its intention to issue new securitized debt instruments either through a public issue or on private placement basis Prior to issue new Securitised Debt Instrument.
37. 82(2) Intimation the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to

be considered

At least 2 working days before the

board meeting.

38. 82(3) Financial Information submit such statements, reports or information including financial information pertaining to Schemes to stock exchange Within 7 days from the end of month/ actual payment date.
39. 87(2) Record Date Notice to RSE regarding record date. At least 7 working days before the

record date excluding the date of

intimation & record date

(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)

Read Other Articles Written by CS Divesh Goyal

(Republished with amendments)

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16 Comments

  1. Lavish Middha says:

    XYZ (P) Ltd Co. is formed in March, 2014 but annual compliance is not done for FY 2014-15 & FY 2015-16. What to do in this case? Pl. suggest.
    Thanks

  2. BvS says:

    Very helpful compliance chart in Tabular Form with respect to different type of Companies. Easy to understand and comply….BVS

  3. iti says:

    it is section 205 for Secretarial Audit? As mentioned in point no. 20 under the heading called (Limit based annual compliance for Unlisted Public Companies.

  4. Preeti says:

    In the definition of small Company, ‘or’ should be substituted with ‘and’ as per the Companies (Removal of Difficulties) Order, 2015 dated 13th Feb,2015.

  5. Shrutika says:

    Good efforts.

    But i need to ask one question, MGT-14 for Adoption of Financials and Director Report is required to be filed for only public limited and listed companies. There is no requirement for the Pvt. Co., please reply.

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