CA Durgesh KabraCA Durgesh Kabra

The Companies Act, 2013 (2013 Act) was assented by the President of India on 29 August 2013 and published in the Official Gazette on 30 August 2013.The implementation of the same applied in phased manner where the various replacement and introduction of various forms to be filed with ROC.

The introduction of the New Companies Act, 2013 has lead to increase in the number of forms required to be filed with ROC whether it is in regular course or be it specific event based requirement and also lead to complexities with the procedural requirement associated with the Private Limited Companies. Different forms required to be filed for different procedure by different categories of companies. If the same not followed leads to non compliances and respective late filing fees and penal provisions will be applicable, if any.

To provide a quick of view of such filings, we have compiled the list of events under which various filings has to be done.

The Efiling compliances will depend upon whether the company is:

  1. One Person Company defined under 2(62)
  2. Small Company defined under 2(85)
  3. Private Limited Company other than small company
  4. Unlisted Public Limited Company
  5. Listed Company and specified public companies
  6. Listed Company
Sr No Category Section Form No Description Particular of Compliance
1 One Person Company 184 (1) Form MBP-1 Receipt of 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.
OPC in which there is only one Director Secretarial Standard- 1 will not apply
2 One Person Company 164(2) Form DIR -8 Receipt of DIR -8 Every Director of the Company in each Financial Year will file with the Company   disclosure of non-disqualification. In case of OPC, there is no need to hold AGM (Resolution passed for ordinary business entered in Minute book will be deemed as AGM) because there is only one Member. OPC does not require to hold AGM so Secretarial Standard II is not applicable on OPC
3 One Person Company 92 E-form   MGT-7 E- Forms Filing   Requirements 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 One Person Company 137 E-form   AOC-4 E- Forms Filing   Requirements 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
Section 98 and Section 100 to 111 are not applicable on One Person Company No need of preparation of Cash Flow Statement, in case of OPC.
5 One Person Company 134 Directors’ Report 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 One Person Company 136 Circulation Of Financial Statement   & other relevant Documents 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 One Person Company 173 & SS-1 Board Meetings 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 One Person Company 139 E FORM ADT-1 Appointment of Auditor 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 Small Company 184 (1) Form MBP-1 Receipt of 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
10 Small Company 164(2) , 143 (3) (g) Form DIR -8 Receipt of DIR -8 Every Director of the   Company in each   Financial Year will file with the Company   disclosure of non-disqualification.
11 Small Company 92 E-form   MGT-7 E- Forms Filing   Requirements 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.
12 Small Company 137 E-form: AOC-4 E- Forms Filing   Requirements 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
13 Small Company 134 Directors’ Report Directors’ Report shall be prepared by mentioning 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.
14 Small Company 136 Circulation Of Financial Statement   & other relevant Documents Company shall send to the Members Except in case of AGM is called on Shorter Notice of the Company approved Financial   Statement, Directors’ Report   and Auditors’ Report at least 21 clear days before the Annual   General Meeting.
15 Small Company 101 & SS-II Notice of AGM Every Notice   of Annual General   Meeting will be   prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
16 Small Company 101 & SS- Sending of Notice of AGM Notice of Annual General Meeting will be sent to following: • All Directors, Members, Statutory Auditors.
17 Small Company 173 & SS-I Board Meetings 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.
18 Small Company 139 E FORM ADT-1 Appointment of Auditor 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.
19 Private Limited Company other than small company. 184 (1) Form MBP-1 Receipt of 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.
20 Private Limited Company other than small company. 164(2) Form DIR -8 Receipt of DIR -8 Every Director   of the Company   in each Financial Year will file with the Company   disclosure of non-disqualification.
21 Private Limited Company other than small company. 92 E-form   MGT-7 E- Forms Filing   Requirements 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.
22 Private Limited Company other than small company. 137 E-form: AOC-4 E- Forms Filing   Requirements 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, ( (Including   Consolidated Financial   Statement )   Directors’ Report, Auditors’ Report , Cash Flow Statement and Notice of AGM
23 Private Limited Company other than small company. 92 MGT-8 E- Forms Filing   Requirements 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.
24 Private Limited Company other than small company. 134 Directors’ Report Directors’ Report shall be prepared by mentioning 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.
25 Private Limited Company other than small company. 136 Circulation Of Financial Statement   & other relevant Dox Company shall 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 )
26 Private Limited Company other than small company. 101 & SS-II Notice of AGM Every Notice   of Annual General   Meeting will be   prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
27 Private Limited Company other than small company. 101 & SS- Sending of Notice of AGM Notice of Annual General Meeting will be sent to following: • All Directors, Members, Statutory Auditor.
28 Private Limited Company other than small company. 173 & SS-I Board Meetings 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.
29 Private Limited Company other than small company. 139 E FORM ADT-1 Appointment of Auditor 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.
30 Private Limited Company other than small company. 88 Maintenance of Registers Company will   maintain the following   mandatory Registers:• Register   of Director, Director   Shareholding , Members.
31 Private Limited Company other than small company. 92 Annual Return Annual Return of Every Private Company (Except Small   Company) should be signed by Company Secretary in Practice.
Above mentioned 13 (Thirteen) Compliances are Mandatory Yearly compliances for the Private Limited Company. Except above 13 (Thirteen) there may be event-based compliances for the Small Company.
32 Every Unlisted Public Limited Company 184 (1) Form MBP-1 Receipt of 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.
33 Every Unlisted Public Limited Company 92 E-form   MGT-7 E- Forms Filing   Requirements 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.
34 Every Unlisted Public Limited Company 137 E-form: AOC-4 E- Forms Filing   Requirements Financial Statement:   The 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 )   Directors’ Report, Auditors’ Report , Cash Flow Statement and Notice of AGM
35 Every Unlisted Public Limited Company 179 (3) MGT-14 E- Forms Filing   Requirements Adoption of Financials and Director Report: Company will file MGT-14 along with copy of Board Resolution within 30 days of Board   Meeting.
36 Every Unlisted Public Limited Company 92 MGT-8 E- Forms Filing   Requirements 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.
37 Every Unlisted Public Limited Company 134 Directors’ Report Directors’ Report shall be prepared by mentioning 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. one of them should be Managing Director if any.
38 Every Unlisted Public Limited Company 136 Circulation Of Financial Statement   & other relevant Dox Company shall 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 )
39 Every Unlisted Public Limited Company 101 & SS-II Notice of AGM 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.
40 Every Unlisted Public Limited Company 101 & SS- Sending of Notice of AGM Notice of Annual General Meeting will be sent to following: • All Directors, Members, Statutory Auditor.• Secretarial Auditor, If any. • Debenture Trustee, if any.
41 Every Unlisted Public Limited Company 173 & SS-I Board Meetings 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.
42 Every Unlisted Public Limited Company 139 E FORM ADT-1 Appointment of Auditor 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.
43 Every Unlisted Public Limited Company 88 Maintenance of Registers 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.
44 Every Unlisted Public Limited Company 92 Annual Return Annual Return of Every Private Company (Except Small   Company) should be signed by Company Secretary in Practice.
45 Listed Company and Public Companies Rule-22 Chap. V DPT-3 E- Forms Filing Requirements Company if accept deposits during the year then it is required to file return of deposits within 30 days of end of financial year.
46 Listed Company and Public Companies 196 MR-1 E- Forms Filing Requirements Return of appointment and re-appointment of Managing   Director or Whole   Time Director or Manager or KMP.
47 Listed Company and Public Companies 149 DIR-12 E- Forms Filing Requirements Appointment of Independent Director.
48 Listed Company and Public Companies 149 DIR-12 E- Forms Filing Requirements Appointment of Women Director
49 Listed Company and Public Companies 138 MGT-14 E- Forms Filing Requirements Appointment of Internal Auditor.
50 Listed Company and Public Companies 205 E- Forms Filing Requirements 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
51 Listed Company and Public Companies 177 Audit Committee All below   mentioned companies are   required to constitute   a Audit Committee   and meetings of   Committee will be as per Secretarial Standard- I:
1)     All Public Companies with a paid up capital of ten crore rupees or more;
2)     All Public Companies having turnover of one hundred crore rupees or more;
3)     All Public Companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.
52 Listed Company and Public Companies 178 Nomination & Remuneration Committee All below   mentioned companies are   required to constitute a Nomination & Remuneration Committee and meetings of Committee will be as per Secretarial Standard- I:
1)     All public companies with a paid up capital of ten crore rupees or more;
2)     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.
53 Listed Company and Public Companies 178 Vigil Mechanism All below   mentioned companies are   required to constitute a Audit Committee:
(a)  The Companies which accept deposits from the Public;
(b)   The Companies which have   borrowed money from banks and public financial institutions in excess of     fifty crore rupees.
54 Listed Company 184 (1) Form MBP-1 Receipt of 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.
55 Listed Company 164(2) Form DIR -8 Receipt of DIR -8 Every Director   of the Company   in each Financial Year will file with the Company   disclosure of non-disqualification.
56 Listed Company 92 E-form   MGT-7 E- Forms Filing   Requirements 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.
57 Listed Company 137 E-form: AOC-4 E- Forms Filing   Requirements Financial Statement:   The 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), Directors’ Report, Auditors’ Report , Cash Flow Statement   and Notice of AGM
58 Listed Company 179 (3) MGT-14 E- Forms Filing   Requirements Adoption of Financials and Director     Report: Company will file MGT-14 along with copy   of Board Resolution   within 30 days of Board Meeting
59 Listed Company 92 MGT-8 E- Forms Filing   Requirements Certification of Annual Return: Every Small Company will file with its Annual Return within 60 days of end of financial year.
60 Listed Company 121 MGT-15 E- Forms Filing   Requirements Report on AGM: Company shall prepare in the Report on each AGM.
61 Listed Company 179 (3) MGT-14 E- Forms Filing   Requirements Appointment of Secretarial Auditor : Company will file MGT-14 along with copy   of Board Resolution   within 30 days of Board Meeting
62 Listed Company 148 (3) CRA-2 E- Forms Filing   Requirements Appointment of Cost Auditor : Company   will file copy   of Board Resolution   within 30 days   of Board   Meeting.
63 Listed Company 149 DIR-12 E- Forms Filing   Requirements Appointment of Independent Director
64 Listed Company 149 DIR-12 E- Forms Filing   Requirements Appointment of Women Director.
65 Listed Company 134 Directors’ Report Directors’ Report will 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; one of them should be Managing Director if any.
66 Listed Company XBRL Every Listed Company is required to prepare its Financial Statement in Extensible Business Reporting system.
67 Listed Company 136 Circulation Of Financial Statement   & other relevant Dox Company shall 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.
68 Listed Company 101 & SS-II Notice of AGM 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.
69 Listed Company 101 & SS- Sending of Notice of AGM Notice of Annual General Meeting will be sent to following: • All Directors, Members, Statutory Auditor. • Secretarial Auditor, If any. • Debenture Trustee, if any.
70 Listed Company 173 & SS-I Board Meetings 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.
71 Listed Company 139 E FORM ADT-1 Appointment of Auditor Auditor will be appointed for the 5 (Five) year   and form ADT-1   will be file   for 5-year appointment.
72 Listed Company Appointment of Auditor After that every year in AGM, shareholder will ratify the Auditor but there is no need to file ADT-1.
73 Listed Company 88 Maintenance of Registers 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.
74 Listed Company 108 E- Voting Voting Through Electronic Means: It is mandatory for the Listed Company to provide e- voting facility to Shareholders.
75 Listed Company 110 Postal Ballot Voting Through Postal Ballot: There are certain Items for which it is mandatory for the Company to provide Postal Ballot Facility.
76 Listed Company 204 E-FORM MGT-14 Secretarial Audit All the Listed Companies are required to   appoint Company Secretary for Secretarial Audit.
77 Listed Company 138 E-FORM MGT-14 Internal Auditor A Company is required to appoint Internal   Auditor and required to file e-form within 30 days of appointment.
78 Listed Company 177 Audit Committee A Listed Company is required to constitute its Audit   Committee and meetings of Committee will be as per Secretarial Standard- I.
79 Listed Company 178 Nomination & Remuneration Committee A Listed   Company is required   to constitute its   Nomination & Remuneration Committee and meetings of Committee will be as per Secretarial Standard- I.
80 Listed Company 178 Stake Holder Relationship Committee A Listed Company is required to constitute its Stake   Holder Relationship Committee   and meetings of   Committee will be as per Secretarial Standard- I.
81 Listed Company 178 Vigil Mechanism A Listed Company is required constituting policy of vigil mechanism.
82 Listed Company 93 E-FORM MGT-10 Return for Change in Stake of Promoter 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
83 Listed Company Rule -22 Chap. V DPT-3 E- Forms Filing Requirements Company if accept deposit during the year then it is required to file return of deposits within 30 days of end of financial year.
84 Listed Company 196 MR-1 E- Forms Filing Requirements Return of appointment and re-appointment of Managing Director or Whole time Director or Manager or KMP.
85 Listed Company 203 MR-1 E- Forms Filing Requirements Appointment of KMP: Company Required to appoint:
1.      CompanySecretary
2.       CFO
3.       MD/CEO/WTD
86 Listed Company 149 DIR-12 E- Forms Filing Requirements Appointment of Independent Director.
87 Listed Company 149 DIR-12 E- Forms Filing Requirements Appointment of Women Director.
88 Listed Company 205 MR-3 E- Forms Filing Requirements 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.

(Author can be reached at durgeshkabra@gmail.com)

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0 responses to “Annual Compliances–Category Wise as Per Companies Act 2013”

  1. CA Dinesh Deswal says:

    Thanks sir

  2. Manish says:

    Can you please email me a copy of the same

  3. CA Rajesh says:

    very nice thank for sharing information

  4. praveen singh says:

    Thanks sir very useful.

  5. praveen singh says:

    Thank very useful sir

  6. CS Devika Panda says:

    There already is a notification in respect of Rule 8 which i think has been ignored in respect to filing of MBP-1.It is not required to file MBP-1 in many cases where earlier it was required to.Please comment.

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