A Public Limited Company has been defined under Section 2(71) of the Companies law. Public Limited Company offers shares to the general public and has limited liability. A Company which is a subsidiary of a public company shall be deemed to be a public company for the purpose of this Act even where such subsidiary continues to be a private company in its articles.
Annual Compliances for Public Company
Holding Board Meeting
This is the first compliance that needs to be done by Public Limited Company. Meeting among the board members, the first meeting of the Board shall be conducted within 30 days by Public Limited Company. Thereafter, atleast 4 Board meetings to be conducted every year with a gap of 120 days between each meeting of the Board. This means that every by Public Limited Company shall have a minimum of 4 board meetings every year and gap must not be more than 120 days between subsequent Board meeting or every quarter one meeting. Records of these Board meeting shall also be created which is known as minute of the meeting. For this, registers are to be maintained by the Company. It can also be prepared digitally. Here the agenda of the meeting, attendance of members and the discussion are recorded.
Appointment of the Auditor
The auditor for the Company shall be appointed by the Board of Directors within a period of 30 (Thirty) days from the Date of incorporation of the Company. The appointment shall be filed in ADT-1. In case of failure of the Board to appoint the first auditor within the said period of 30 days, the Board shall inform the members of the Company who shall appoint an auditor within a period of 90 days. The appointment can only be done in an extraordinary general meeting.
Disclosure of Interest by Directors
It is to be noted that every director shall in its first board meeting discloses about the interest in any company, firm or other AOI (including any shareholding interest). The disclosure of interest shall be filed every year, if there is any change in the interest, it is to be filed along with the list of relatives as well. This disclosure of interest shall be filed in MBP 1 form shall be submitted with the Company.
Declaration of Commencement of Business
Declaration of Commencement of Business shall be filed in Form 20A. It is a mandatory compliance and needs to be filed with due time lines as prescribed below. The Form 20A shall be certify by the professional like CA CS or CMA
Due date for the first time filing of Form 20A
|If the Company is incorporated on/or after 2nd November 2018||The form must be filed within 180 days From the date of incorporation|
Failure to comply with annual compliance may lead to the removal of the company’s name from the Register of Companies.
Holding Annual General Meeting
The Public Limited Company shall hold a general meeting every year. It is mandatory to conduct it on or before 30th September every year. In case of first AGM shall be held within 9 months of closing of Financial Year. It is to be noted that the AGM shall be conducted within office hour ie., 9 AM to 6PM. The day must not be a public holiday and a clear notice of 21 days shall be given to the members. The Approval of accounts, appointment/re-appointment of auditors, Remuneration of directors are some of the agendas of AGM.
Filing of Annual Return
RoC Filing is nothing but submission of annual accounts and financials prepared by the Company. Here, list of shareholders, directors, interest, details of other things, board reports and other stuff required to be furnished by the Company with RoC.
Following are the forms which required to be submitted.
|Form MGT-7 (Annual Return)||Public Limited Company shall file its Annual Return within a period of 60 days from the date of holding of Annual General Meeting (AGM).|
|Form AOC-4 (Financial Statements)||Public Limited Company shall file its Balance Sheet together with statement of Profit and Loss Account and Director Report within a period of 30 days from the date of holding of Annual General Meeting (AGM).|
Certification of Annual Return in case of listed company:
It is mandatory to get the certification if the listed company having paid up share capital of 10 Crores or more and turnover of 50 Crores or more, From Company Secretary in Practice. The certificate shall be in FORM MGT-8.
Requirement of Secretarial Audit Report
KYC of Directors of the Company
All directors are required to file a form to do the KYC with the RoC, if you have already submitted the form then one needs to verify the OTP over email and mobile no. otherwise all new director needs to submit this form.
Due Date for filing DIR-3 KYC: On or before 30th April of immediate next Financial Year
Other Compliances for Unlisted Company
Return of Deposits
Rule 16 of Companies (Acceptance or Deposit) Rules, 2014 provides for the Return of Deposit should be filed before the Registrar of Companies in FORM DPT-3 on 30th June of every year.
About Author: Praveen Singh is a Founder and Managing Partner of TRIJURIS (Legal & Taxation Service Provider in Delhi). The head office of the firm is based in Delhi. The firm inter-alia engaged in providing services related to Corporate and Commercial laws advisory, Indirect taxation, Setting up industries in India as well as outside India, Legal recovery services and other regulatory matters. The firm has actively participated in assisting MSMEs in India and small businesses to scale there business and closing working with them in respect of recovery of their legitimate dues.