Due to the continuous increase in registration of new companies and the rise in the number of young entrepreneurs in India the need for assistance and guidance in making sure that all the compulsory and mandatory compliances are in order has also been increased. This editorial, however, targets all the mandatory yearlong compliances a company needs to comply in accordance with the companies Act, 2013 It targets all the compulsory compliances a company has to follow along with, to some extent, some of the event-based compliances as the case may be. As per the latest amendments, Companies’ requirements for compliances have been changed in comparison to compliance requirements as on 01st April 2014 when Companies.
Act, 2013 came into effect. For instance, the addition of different filing of E-forms such as MSME- 1, DPT-3, DIR-3 KYC, BEN-2, and Dematerialization Shares to name a few have been introduced from time to time.
A company which has been incorporated in India must ensure compliance with the Companies Act, 2013.
- The Companies Act, 2013 regulates appointment, qualification, remuneration, and retirement of directors of the
- Aspects such as how to conduct Board Meetings and Shareholders
- The preparation and presentation of annual accounts and the regular maintenance of books of accounts.
In addition to all the compliances, the company has to file different E-forms with ROC from time to time; so, as to report ROC that a company has complied with all the regulatory requirements.
Annual Compliance Calendar – Companies Act, 2013 (Other than One Person Company and Small Company)
S No. |
Section and Rules |
Form |
Compliance |
E-Filing |
Date of Filing |
Applicability |
|
1 |
Disclosure of Directors Interest by Directors |
184(1) |
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. |
NO |
1st Board Meeting of FY |
Listed CompanyPublic CompanyPrivate Limited Company |
2 |
Disclosure of Non- Disqualification by Directors |
164(2)143(3)(g) |
DIR 8 |
Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqual-ification. |
NO |
1st Board Meeting of FY |
Listed CompanyPublic CompanyPrivate Limited Company |
3 |
Annual Filing |
92 |
MGT 7 |
Annual Return for FY 1st April to 31st March, Signature of CS in employment required for Listed Company |
YES |
Within 60 days of AGMAttachments:-Shareholding Pattern-MGT 8 (Applicable Company) |
Listed CompanyPublic CompanyPrivate Limited Company |
4 |
Compliance certificate by PCS |
92 |
MGT 8 |
Submitted by listed company for FY 1st April to 31st March, requires PCS Signature |
Attached with MGT 7 |
Filed with MGT 7 – within 60 days of AGM |
♦ Listed Company, or♦ A Company– Having Share Capital of 10 Crore or More, or– Turnover of Rs. 50 Crore or more |
5 |
Report on AGM |
121 |
MGT 15 |
Every listed public company shall prepare a report on each annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted and file the same in e-Form MGT-15 with ROC. |
YES |
Within 30 Days of AGM |
Listed Company |
6 |
Annual Filing |
137 |
AOC 4 |
Annual Return for FY 1st April to 31st March |
YES |
Within 30 Days of AGMAttachments:-Balance Sheet, Statement of Profit & Loss Account, Cash Flow Statement,-Directors’ Report, Auditors’ Report and Notice of AGM. |
-Listed Company-Public Company-Private Limited Company |
7 |
Filing of Resolution |
Sec 117 read with Sec 179 |
MGT 14 |
Company will file MGT-14 along with copy of Board ResolutionEx: Approval of Directors’ Report and Financial Statement with ROC, Appointment |
YES |
Within 30 Days of ResolutionAttachments:-Board Resolution |
-Listed Company-Public Company (Only Reporting of Approval of Director’s Report and Financial Statements) |
8 |
Return of Deposit |
Sec 73 rule 16 |
DPT- 3 |
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. |
YES |
On or before 30th June |
-Listed Company-Public Company-Private Limited Company |
9 |
Disclosure of Significant Beneficial Owner |
90 |
BEN- 2 |
BEN- 2 is filed after receipt of declaration by SBO in BEN- 1 |
YES |
Event Based Within 90 days of Receipt of BEN 1 |
-Listed Company-Public Company-Private Limited Company |
10 |
KYC of Directors |
Rule 12A |
DIR-3 KYC |
Directors need to file in case of any change in KYC filed earlier or in not filed at all. In case of No change from previous filed DIR-3 then Director not to Web Check the Form. |
YES |
30th September |
-Listed Company-Public Company-Private Limited Company |
11 |
Delay in Payment to MSME Vendor |
Sec 405 |
MSME- 1 |
Company have to file this return in respect of pending payments to MSME vendors as at end of half year. |
YES |
Half Yearly:♦ April to September: 31st October♦ October to March: 30th April |
-Listed Company-Public Company-Private Limited Company |
12 |
Reconciliation of Share Capital Report |
Rule 9A(3) |
PAS- 6 |
Reconciliation of Share Capital ReportCompany is required to submit reconciliation share capital report with ROC audited by a practicing company secretary |
YES |
Half Yearly:♦ April to September: 31st October♦ October to March: 30th April |
Public Company |
13 |
Appointments |
196 |
MR- 1 |
Return of appointment and re-appointment of Managing Director or Whole Time Director or Manager. |
YES |
Within 60 Days of Appointment |
Listed CompanyPublic Company |
14 |
Appointments |
149 |
DIR- 12 |
Appointment of Directors and the key managerial personnel and the changes among them |
YES |
Within 30 Days of Appointment and change in appointment |
Listed CompanyPublic Company |
15 |
Cost Auditor |
148(3) |
CRA- 2 |
cost audit shall be conducted by Cost Accountant in Practice who shall be appointed by the Board on such remuneration as determined by the members in such a manner as may be prescribed |
YES |
Within 30 Days of Appointment and change in appointment |
Every company specified in item (A) and Item (B) of rule 3 |
16 |
Auditor Appointment |
139 |
ADT- 1 |
As per sec 139 Auditor will be appointed for 5 (Five) years, rectifiable in every AGMNote: All the Listed Companies are required to appoint Internal Auditor by filing e-form MGT- 14 |
YES |
Within 30 Days of Appointment and change in appointment |
– Listed Company– Public Company-Private Limited Company |
17 |
Cost Audit Report |
CRA- 4 |
Form for filing Cost Audit Report with the Central Government. |
YES |
Within a period of 30 days from the date of receipt of a copy of the cost audit report |
Every company specified in item (A) and Item (B) of rule 3 |
Note:-
1. In addition to the aforementioned points there are certain event based compliances that all applicable companies need to follow for instance: Change in name,
2. E- Form INC – 22A has been introduced by the MCA for the address validation of all registered companies under the Companies Act, 2013. This form was introduced by the MCA on the 21st of February, 2019. Active Company Tagging Identities and Verification (ACTIVE) is a one-time form need to be filled by every company. As per the applicable provisions.
3. The above table is made in view of all the basic mandatory annual compliances, there may be event based compliances and compliances applicable to certain class or classes of companies.
4. All the due dates mentioned can be change via notification by Ministry of Corporate Affairs from time to time to meet the requirements of its stakeholders.
5. All Companies are require to check MCA website of any changes whatsoever by circulars and notifications.
COMPLIANCES FOR LISTED COMPANY – UNDER LODR:
| Quarterly Compliance | ||
| Sno. | Regulation | Due Date |
| 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 along with 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) (in case of deviation of proceeds of IPO from prospectus) | Event Based |
Note: Compliances are mandatory yearly compliances for the Listed Company. There may be event-based compliances Companies. For instance reporting of General and Board Meetings to SE.
| Half Yearly Compliance | ||
| Sno. | Regulation | Due Date |
| 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 | ||
| Sno. | Regulation | Due Date |
| 1 | Regulation 14 – Fees and other charges to be paid to the recognized stock exchange(s) | Within 1 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 | 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 |
Other Regulation Company Needs to Comply Throughout the Year
1. Directors Report:
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.
Applicability:
- All Listed Company
- Public Unlisted Company
- Private Limited Company
2. Circulation of Financial Statement &other relevant Documents:
As per sec 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.
Applicability:
- All listed Company
- Public Company
- Private Limited Company
3. Maintenance of Statutory Registers:
As per Sec 88 and other Sections Company will maintain the following mandatory Registers:
- Register of Director,
- Registers of Director Shareholding,
- Registers of Members
- Registers of Transfer
- Registers of Related Party transaction etc.
Applicability:
- All listed Company
- Public Company
- Private Limited Company
4. Notice of AGM:
Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
Notice of Annual General Meeting will be sent to following:
- All Directors,
- Members,
- Auditors & Debenture Trustees.
- Company Secretary
Applicability:
- Listed Company
- Public Company
- Private Limited Company
Every Listed Company will give e-voting facility.
Voting Through Electronic Means: It is mandatory for the Listed Company to provide e-voting facility to Shareholders
Voting Through Postal Ballot: There are certain Items for which it is mandatory for the Company to provide Postal Ballot Facility.
5. Board Meeting: As per Applicable Provisions
6. Secretarial Audit and Secretarial Audit Report:
As per Sec 204 All the Applicable Companies are required to appoint Company Secretary for Secretarial Audit by filing e-form MGT-14. And as per Sec 205 All Applicable 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
Applicability:
- Listed Company
- 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. Appointment of Auditor:
As per sec 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. Company needs to file ADT-1 after Appointment within 30 days of passing of resolution.
Note: All the Listed Companies are required to appoint Internal Auditor by filing e-form MGT-14
Applicability:
- Listed Company
- Public Company
- Private Limited Company
8. XBRL :
The following class of companies shall file their financial statements and other documents under section 137 of the Act with the Registrar in e-form AOC-4 XBRL as per Annexure-I:-
(i) Companies listed with stock exchanges in India and their Indian subsidiaries;
(ii) Companies having paid up capital of five crore rupees or above;
(iii) Companies having turnover of one hundred crore rupees or above;
(IV) Companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015
“Provided that the companies in Banking, Insurance, Power Sector and Non-Banking Financial companies are exempted from XBRL filing.”
9. Committee:
Following Committees are required to be constitute by all listed Companies As per Secretarial Standard I:
- Audit Committee (Sec 177)
- Nomination & Remuneration committee (Sec 178)
- Stake Holder Relation Committee (Sec 178)
- Vigil Mechanism (Sec 178)
- A Company may form any other committee as they deemed fit in addition to the aforementioned committee.
Disclaimer: The entire contents of this editorial have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, users of this information are expected to refer to the relevant existing provisions of applicable Laws. In no event I shall be liable for damages resulting from the use of the information.
(The Author of the editorial can be contacted on [email protected])
Author Bio
In point no. 6 i.e. Secretarial Audit for bigger , another bullet point will be inserted which was effective from 1st of April,2020 mentioned below:
* every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more