Definition of Unlisted Public Company-
Section 2(71) “public company” means a company which—
(a) is not a private company *****14[and];
(b) has a minimum paid-up share capital as may be prescribed (No minimum paid up capital Requirement)
(c) The securities of Company is not listed in any stock exchange.
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;
COMPLIANCE FOR UNLISTED PUBLIC COMPANY AS PER COMPANIES ACT
| Sr. No. | Acts and Rules | Particulars | Forms | Time period |
| 1 | Section 56 (4) (a) | issue Share Certificates to the subscribers of Memorandum | Form No. SH-1 | within 2 months from the date of Incorporation |
| 2 | [Section 139(6) | First Auditor of a Company, shall be appointed by the Board of Directors | within 30 days | |
| 3 | SECTION 10 | mandatory to obtain certificate of commencement of business for registered companies | FORM 20A | within 180 days from the date of getting CERTIFICATE OF INCORPORATION |
| 4 | Section- 184. (1) | Disclosure of Interest by Director | FORM-MBP-1 | Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, disclose his concern. |
| 5 | Section 164 | Disclosure of non-disqualification by Directors. | FORM-DIR-8 | every year, we will request you to provide a certificate / confirmation that all the Companies in which you are a Director have not defaulted in respect of any provision of Section-164. |
| 6. | Section-117 | Every special resolution passed by members including copy of every resolution or any agreement, in respect of matters specified in sub-section (3) of section 117 and matter specified in sec 179 together with specified Documents. | FORM-MGT-14 | within [thirty days] of the passing or making thereof |
| 7 | Sub-rule (8) of rule 9A | Reconciliation of Share Capital Audit Report a half-yearly basis, reconciliation of share capital which is to be signed by a PCS. | FORM-PAS 6 | within 60 days from the end of each half yea |
| 8. | Section 9 of the Micro, Small and Medium Enterprises Development Act,2006 | Details of all outstanding dues to Micro or small enterprises suppliers. | MSME Form I | 31st October for the period from April to September and by 30th April for the period from October to March. |
| 9. | Section-88 and Other Applicable provision | (a) Register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India;
(b) Register of debenture-holders; and (c) Register of any other security holders. (d) Registers of Transfer (e) Registers of Related Party transaction etc |
Form No. MGT.1 and other | within six months from the date of commencement of these rules |
| 10. | Rule-12A | KYC of Directors | FORM-DIR3KYC | All Directors of the company shall file on or before 30th September every year |
| 11. | Section 90 | Every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests, of not less than twenty-five per cent. or such other percentage as may be prescribed, in shares of a company or the right to exercise | FORM-BEN2 | Company shall file BEN-2 within 30 days of receipt of BEN-1 from Share holder |
| 13. | Section- 173 and SS-1 | Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board. | NA | Hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board: |
| 14. | Section-101 and SS-2 | Notice of AGM and its Service | NA | A general meeting of a company may be called by giving not less than clear 21[twenty-one days’] notice either in writing or through electronic mode in such manner as may be prescribed:
2) Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted at such meeting. (3) The notice of every meeting of the company shall be given to— (a) every member of the company, legal representative of any deceased member or the assignee of an insolvent member; (b) the auditor or auditors of the company; and (c) every director of the company. (4) Any accidental omission to give notice to, or the non-receipt of such notice by, any member or other person who is entitled to such notice for any meeting shall not invalidate the proceedings of the meeting.]
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| 15. | Section 139 | Appointment of Subsequent Auditor of a Company in annual General Meeting for Five year. | ADT-1 | within 30 days |
| 16. | Section 136 | a copy of the financial statements, including consolidated financial statements, if any, auditor’s report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the company, to every trustee for the debenture-holder of any debentures issued by the company, and to all persons other than such member or trustee, being the person so entitled, | not less than 21[twenty-one days] before the date of the meeting: | |
| 17. | Section-137 | A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting | FORM-AOC-4 or AOC-4 XBRL (For Company having paid up capital of 5 crore or more or Turnover 100 crore or more | Within 30 days of Annual General Meeting. |
| 18. | Section-92 | Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year. | FORM-MGT-7 along with MGT-8 (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.) | Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held |
| 19. | Section-134 | The report of the Board of Directors to be attached to the financial statement under this section shall, in case of a One Person Company, mean a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report. | NA | With Financial Statement |
| 20 | Section-118, SS-I and SS-II. | Minutes of Proceedings of General Meeting, Meeting of Board of Directors and Other Meeting and Resolutions Passed by Postal Ballot. | NA | Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered |
| 21 | Section 73 | All Companies (Private, Public, OPC, etc.) except Government Companies both secured & unsecured outstanding money/loan not considered deposits are mentioned below which are not treated as deposits as per Rule 2(1)(c. | FORM-DPT3 | Within 90 days of Closure of Financial year |
EVENT BASED AND SPECIFIC COMPLIANCE FOR UNLISTED PUBLIC COMPANY AS PER COMPANIES ACT
| Sr. No. | Acts and Rules | Particulars | Forms | Time period |
| 1 | Section-149 | Appointment of Directors | Form No. DIR-12 | Within30 days from Appointment. |
| 2 | Section -196 | Appointment of Managing Director, Whole-time Director or Manager | Form-MR-1 along with DIR-12 | within 30 days |
| 3 | Section-204 | Secretarial Audit Report shall be applicable for companies as under-
(a) Every public company having a paid-up share capital of fifty crore rupees or more; or (b) Every public company having a turnover of two hundred fifty crore rupees or more; [or] (c) Every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more.] |
Form No. MR.3. | A secretarial audit report, given by a company secretary in practice, annex with its Board’s report |
| 4 | Section-92 | Every company having paid up share capital of 10 Crore or more or turnover of Rs. 50 crore or more shall attach a certificate in form MGT-8 certified by a practicing Company secretary. | FORM-MGT-7 along MGT-8 | Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held with FORM-MGT 7. |
| 5. | Section-100 | The Board shall, at the requisition made by,—
(a) in the case of a company having a share capital, such number of members who hold, on the date of the receipt of the requisition, not less than one-tenth of such of the paid-up share capital of the company as on that date carries the right of voting; (b) in the case of a company not having a share capital, such number of members who have, on the date of receipt of the requisition, not less than one-tenth of the total voting power of all the members having on the said date a right to vote, call an extraordinary general meeting of the company within the period specified in sub-section (4). (3) The requisition made under sub-section (2) shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company. (4) If the Board does not, within twenty-one days from the date of receipt of a valid requisition in regard to any matter, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisitonists themselves within a period of three months from the date of the requisition. (5) A meeting under sub-section (4) by the requisitionists shall be called and held in the same manner in which the meeting is called and held by the Board. *(6) Any reasonable expenses incurred by the requisitionists in calling a meeting under sub-section (4) shall be reimbursed to the requisitionists by the company and the sums so paid shall be deducted from any fee or other remuneration under section 197 payable to such of the directors who were in default in calling the meeting. |
The Board may, whenever it deems fit, call an extraordinary general meeting of the company |
COMPLIANCE FOR UNLISTED PUBLIC COMPANY AS PER FOREIGN EXCHANGE MANAGEMENT ACT (FEMA)
| Sr. No. | Acts and Rules | Particulars | Forms | Time period |
|
1 |
FEMA 1999 | FLA Return is required to be submitted mandatorily by all the India resident companies which have received FDI and/ or made ODI in any of the previous year(s), including current year | Foreign Liabilities and Assets | on or before 15 July every year. |
| 2 | FEMA 1999 | An Indian Party (IP) / Resident Individual (RI) which has made an Overseas Direct Investment (ODI) has to submit an Annual Performance Report (APR) in Form ODI Part II to the AD bank in respect of each Joint Venture (JV) / Wholly Owned Subsidiary (WOS) outside India. | Annual Performance Report (APR) | on or before 31st December, every year. |
| 3 | FEMA 1999 | Borrowers are required to report all ECB transactions to the RBI on a monthly basis through an AD Category – I Bank in the form of ‘ECB 2 Return’. | ECB 2 | monthly basis |
| 4 | FEMA 1999 | Integrates the reporting requirements for FDI in india, irrespective of the instrument through which foreign investment is made. | 1. FC-GPR
2. FC-TRS 3. Form LLP-I & LLP-II 4. Form CN (Convertible Notes) |
1. within 30 days after the allotment.
2. within 60 days of transfer of capital instruments or receipt / remittance of funds whichever is earlier. 3. Form LLP-I & LLP-II is filed for reporting FDI & transfer of capital contribution or profit share in LLPs, respectively. 4. within 60 days of such transfer. |
| 7 | FEMA 1999 | Overseas investments (or financial commitment) in Joint Ventures (JV) and Wholly Owned Subsidiaries (WOS) | Form ODI |
within 6 months; |
NOTE: This list is inclusive not exclusive, there is some event-based compliance which need to be done in special case like FORM-SH7 (in case of increase in authorised Capital) form PAS-3 (For allotment of securities) etc.
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