Compliances applicable To OPC & Small Companies

Brief of Compliances Applicable To OPC And Small Companies Along With Newly Introduced MGT-7A : Abridged Annual Return

DEFINITION OF ONE PERSON COMPANY:

As defined in Section 2(62) of Companies Act,2013 ‘One Person Company’ means a company which has only one person as a member;

List of Compliance Applicable to One Person Company (OPC):

Section & Rules	Forms	Particulars
164(2), 143(3)(g)	DIR-8	Disclosure of non-disqualification in each financial year by every director.
184(1)	MBP-1	By every Director at each financial year for disclosure of director interest in other entity in First Meeting of the Board of Director Fresh MBP-1 is required to be submit whenever there is change in director interest from the earlier.
Rule 12A	DIR-3KYC	By all the Directors of the company shall file DIR-3 on or before 30th September every year.
Section 405	MSME-1	Company to file MSME-1, half yearly in respect of pending payments to MSME vendors as at end of half year. April to Sep: 30th October October to March: 30th April
Section 73,Rule 16	DPT-3	To be filed every year on or before 30 June in respect of return of Deposit and particulars not considered Deposits as on 31st March.
Section 139	ADT-1	Auditor will be appointed for 5 years in form ADT-1 within 15days of Annual General Meeting.
Section 92	MGT-7A	OPC fill its annual return within 180 days from the closure of the financial year.
Section 137	AOC-4	Company is required to file its Balance sheet along with Statement of Profit and Loss Account, Director Report and Auditor report within 180 days from the closure of financial year.

List of other Compliance applicable to one person company (OPC):

1. Board Meeting (Section 173): At least one Board of Director meeting to be held in each half of calendar year and the gap between the two meetings shall not be less than 90 days.

2. Statutory Register(Section 88 and other): Company will maintain following mandatory registers as mentioned in Section 88 of Companies act 2013

a. Registers of Directors & Key Managerial Personnel (KMP) And Their Shareholding (Section 170 & Rule 17)

b. Registers of Contracts & Arrangements in Which Directors Are Interested (Section 189 & Rule 62)

3. Director’s Report: Director Report shall be prepared mentioning all the information under Rule 8A of Section 134.

DEFINITION OF SMALL COMPANY:

As defined in Section 2(85) of Companies Act, 2013 “ Small company” means a company, other than a public company,—

1. paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than ten crore rupees; and

2. turnover of which as per profit and loss account for the immediately preceding financial year does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than one hundred crore rupees; 

Provided that nothing in this clause shall apply to—

a. a holding company or a subsidiary company;

b. company registered under section 8; or

c. company or body corporate governed by any special Act;

Salient features:

1. Only a private company can be classified as a small company.

2. Holding company, subsidiary company, charitable company and company governed by any Special Act cannot be classified as a small company.

3. For a small company, both conditions to be fulfilled paid-up capital which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than ten crore rupees and turnover of which as per profit and loss account for the immediately preceding financial year does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than one hundred crore rupees;

4. The status of a company as “Small Company” may change from year to year. Thus the benefits which are available during a particular year may stand withdrawn in the next year and become available again in the subsequent year.

5. For qualifying as a small company, it is enough if both the capital and turnover are less than prescribed limit It is not sufficient if only one of the requirement is met without meeting the other requirement.

 List of Compliance Applicable to Small Company:

Section & Rules	Forms	Particulars
164(2), 143(3)(g)	DIR-8	Disclosure of non-disqualification in each financial year by every director of Company .
184(1)	MBP-1	Every Director of the Company in First Meeting of the Board of Director in each Financial Year needs to disclose his interest in other entities by filing the form Fresh MBP-1 is required to be submit whenever there is change in director interest from the earlier.
Rule 12A	DIR-3KYC	By all the Directors of the company shall file DIR-3 on or before 30th September every year.
Section 405	MSME-1	Company to file MSME-1, half yearly in respect of pending payments to MSME vendors as at end of half year. April to Sep: 30th October October to March: 30th April
Section 73,Rule 16	DPT-3	To be filed every year on or before 30 June in respect of return of Deposit and particulars not considered Deposits as on 31st March.
Section 139	ADT-1	Auditor will be appointed for 5 years in form ADT-1 within 15days of Annual General Meeting.
Rules 2019	BEN-2	Company to file within 30 days of receipt of BEN 1 to ROC.
Section 92	MGT-7A	File Annual Return within 60 days of holding of AGM for the period 1st April to 31st March.
Section 137	AOC-4	Company is required to file its Balance sheet along with Statement of Profit and Loss Account, Director Report and Auditor report within 30 days days of holding of AGM for the period 1st April to 31st March.

 List of other Compliance applicable to Small company :

1. Annual General Meeting(Section 96): Company shall have to conduct one AGM after competition of financial year, there should not be Maximum gap of 15 months allowed between Two Annual General Meeting.

– Notice of Annual General Meeting shall be sent to all the Directors, Members, Auditors, legal representative of any deceased member and the assignee of an insolvent member. Notice shall be sent by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by email or by any other electronic means.

2. Board Meeting (Section 173): Every Small Company shall hold at least two meetings of Board of Directors (BOD) in a financial year (April-March). That is to say 1 meeting of BOD in each half of calendar and the gap between two meetings shall not be less than 90 days.

– Directors can participate in BOD in person or through video conferencing or other audio visual mode which can be recorded.

          3. Statutory Registers: Company will maintain following mandatory registers :

• • Register of Members (Section 88, Subsection 1 & Rule 3)
  • Register of Debenture Holders (Section 88, Subsection 1 & Rule 4)
  • Index of Members & Debenture (Section 88, Subsection 2 & Rule 6)
  • Register & Index of Beneficial Owner (Section 88, Subsection 3)
  • Foreign Register of Members, Debenture Holders, Other Security Holders or Beneficial Owners Residing Outside (Section 88, Subsection 4 & Rule 7)
  • Registers of Renewed & Duplicate Share Certificates (Section 46, Subsection 3 & Rule 6)
  • Registers of Sweat Equity Shares (Section 54 & Rule 8)
  • Registers of Employee Stock Option (ESOP) (Section 62 & Rule 12)
  • Registers of Securities Bought Back (Section 68)
  • Registers of Deposits (Section 73 & Rule 14)
  • Registers of Charges (Section 85)
  • Registers of Directors & Key Managerial Personnel (KMP) And Their Shareholding (Section 170 & Rule 17)
  • Registers of Loan & Guarantee (Section 186, Subsection 9 & Rule 12)
  • Registers of Investments of The Company Not Held in Its Own Name (Section 187 & Rule 12)
  • Registers of Contracts & Arrangements in Which Directors Are Interested (Section 189 & Rule 62)

4. Minutes Book of the Company(Board Meeting Minutes book, General Meeting Minutes Book i.e. AGM, EGM, Postal Ballot, Creditors Meetings, Debenture holders Meetings): The minutes should be recorded in a book. And a separate book should be maintained for Board meetings and related Committees. Minutes should be maintained in either electronic or physical form with Timestamp. Minutes can be maintained in loose-leaf form however they should be bounded regularly and preserved for at least 8 years.

5. Audit of Accounts: The Company shall Coordinate with their auditors to prepare and file the Tax Audit Report on the prescribed due dates.

It’s a special & separate report required by Income Tax Act in case the Annual Turnover exceeds INR 10 Million (USD 150 Thousand).

6. Director’s Report: Director Report shall be prepared mentioning all the information under Rule 8A of Section 134.

AMENDMENT IN COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

Pursuant to Notification issued by Government of India, Ministry of Corporate Affairs, on the day of 5^th March,2021, In exercise of the powers conferred by sub-section (1) and (2) of section 469 of the Companies Act, 2013, the Central Government has made amended the Companies (Management and Administration) Rules, 2014 to provide that, “OPC and Small company shall file the Abridged Annual Return from Financial Year 2020-21 onward in Form MGT-7A” with the motto of shorten requirements to make hassle free timely compliance.

According to section 92(1) of Companies Act,2013 Every Small Company and OPC shall prepare a return (hereinafter referred to as the annual return) in the MGT-7A containing the particulars as they stood on the close of the financial year regarding—

1. its registered office, principal business activities,

2. particulars of its associate companies including Joint Ventures (not applicable for OPC);

3. its shares, debentures, other securities(Not applicable for OPC) and shareholding pattern;

4. Particulars of Turnover and Net Worth of the Company,

5. its members and debenture-holders along with changes therein since the close of the previous financial year;

6. its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;

7. meetings of members or a class thereof, Board and its various committees along with attendance details (Not applicable for OPC);

8. remuneration of directors and key managerial personnel;

9. penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;

10. matters relating to certification of compliances, disclosures as may be prescribed;

11. such other matters as may be prescribed,

12. Provided that in relation to One Person Company and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.

REFORMS INTRODUCED IN NEW E-FORM MGT-7A:

1. Option to choose either the company is OPC or Small Company,

2. In case if the form is being filled for OPC no need to mentioned AGM date

3. Particulars of Associate and joint venture Company, Here Holding and Subsidiary companies word substituted and whole will not applicable to OPC,

4. Details of shares/Debentures Transfers since closure date of last financial year (or in the case of the first return at any time since the incorporation of the company) * same will not applicable for OPC,

5. In case of indebtedness only the details of Non-convertible debentures, Partly convertible debentures, and Fully convertible debentures outstanding at the end of financial year have to be mentioned,

6. No need to add details of Securities in case of OPC

7. Shareholding Pattern- Promotes will not be applicable to OPC

8. Now no need to add details of members/class/requisitioned/NCLT/court convened meetings and Board Meeting in case of OPC

9. In new form MGT-7A company have to give information about remuneration paid to Managing Director, Whole-time Directors and/or Manager and other Directors

10. Also, company have to attach list of Director along with list of shareholders and Debenture Holders.

DECLARATION: The analysis for the amendment in companies (management and administration) rules, 2014 is made on the basis of official circular issued by Government of India Ministry of corporate affairs dated 05^th March,2021, The above mentioned abridged new E- form MGT-7A will be available on MCA portal soon.