In the ever-evolving landscape of corporate governance in India, companies are faced with an array of statutory obligations. These encompass various facets of corporate operations, including financial reporting, board meetings, director appointments, and adherence to regulatory authorities. These mandates, delineated in the Companies Act, 2013, and its associated rules and regulations, constitute a vital framework within which Indian businesses must operate.
This comprehensive guide aims to explore the extensive range of statutory obligations imposed upon companies in India. From the meticulous preparation of financial statements to the meticulous selection of key managerial personnel, the Indian corporate sector is bound by a tapestry of legal requisites designed to uphold principles of transparency, accountability, and conscientious business practices.
(A) Statutory Obligations for Companies in India
1. Obligations for preparing Cash Flow Statement
Companies (Accounting Standards) Rules, 2006 (AS 3) + Companies (Indian Accounting Standards) Rules, 2015 (Ind AS 7) (both)
(i) Applicability for obligations
- On 100% Public limited companies (Public Companies) + also Private limited companies (Private companies) (both) except specifically exempted
(ii) Not Applicability for obligations
(a) On 100% One Person Companies (OPCs)
(b) On 100% Small Private Limited Companies (SPLC)
(c) On 100% Dormant Companies
(d) On 100% Start-up Private companies
2. Obligations for obtaining certificate (MGT-7) from co. secretary (Sec 92)
(Rule 11(2) of Chapter – VII of Companies (Management and Administration) Rules, 2014)
(i) Applicability for obligations
(a) On 100% listed Companies
(b) On 100% Non-listed companies
(c) On 100% Private companies like:
(ca) When paid up share capital exceeding INR 50 Lac
or
(cb) When turnover exceeding INR 2 crore
(ii) Not Applicability for obligations
(a) On 100% One Person Companies (OPCs)
(b) On 100% Small Companies
(c) On 100% Start-up Private companies
3. Obligations for obtaining certificate (MGT-8) from co. secretary (Sec 92)
(Rule 11(2) of Chapter VII of Companies (Management and Administration) Rules, 2014)
(i) Applicability for obligations
(a) On 100% listed companies
(b) On 100% Non-listed companies + also Private companies (both) like:
(ba) When paid up share capital exceeding INR 10 crore
or
(bb) When turnover exceeding INR 50 crore
(ii) Not Applicability for obligations
- On 100% Public companies + Private companies (both) when abovementioned condition + also limit (both) not applicable
4. Obligations for sending Notice for AGM or EGM to shareholders (Section 101)
(i) To 100% Directors
(ii) To 100% Shareholders
(iii) To 100% Statutory Auditor(s)
(iv) To 100% Debentures Trustees
(v) To 100% other recipients may be specified in future by MCA
5. Obligations for E‐Voting Facility (EVF) to shareholders (Section 108)
- 100% listed companies required to provide e‐voting facility for casting vote by Shareholders in AGM or EGM
6. Obligations for Postal Ballot Facility (PBF) to shareholders (Section 110)
(i) 100% Public companies + Private companies (both) required to provide PBF for casting vote by Shareholders in AGM or EGM
(ii) Postal ballot not required like:
(a) For OPC
(b) For 100% Public companies + Private companies (both) when shareholders not exceeding INR 200
7. Obligations for Preparing Directors Report for shareholders (Section 134)
- 100% Public companies + Private companies (both) required to prepare required information’s referred under CA, 2013 + rules + provisions relevant under other acts like SEBI, 1992 + etc. (all)
8. Obligations for maintaining Internal Financial Control (IFC) (Sec 134(5))
(i) Applicability for obligations
- On 100% Public companies + Private companies (both) required except specifically exempted
(ii) Non Applicability for obligations
(a) On 100% One Person Companies (OPCs)
+ (plus)
(b) On 100% Small Companies when turnover not exceeding 50 crore or aggregate borrowings from banks + Financial institutions (both together) not exceeding INR 25 crore
(iii) Not applicability’s Exemption not permitted
9. Obligations for Corporate Social Responsibility (CSR) Committee (Sec 135)
(Rule 3 of Chapter XI of companies (Appointment and Qualifications of Directors) Rules, 2014
(i) Applicability for obligations
- On 100% Private companies + Public companies (both) like:
(a) When Net worth exceeding INR 500 crore
or
(b) When Turnover exceeding INR 1000 crore
or
(c) When Net profit exceeding INR 5 crore
- Abovementioned amounts required on immediate preceding financial year like March 31, 2022 for statutory obligations for year ending on March 31, 2023.
(ii) Not Applicability for obligations
- On 100% Public companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
10. Obligations for Preparing Financial Statements for stakeholders (Sec 136)
- 100% Public companies + Private companies (both) required to send financial statements to 100% stakeholders after approving by BoDs before minimum 21 working days from date of AGM or EGM
11. Obligations for preparing XBRL financial statements (Section 137)
Companies (Filing of documents + forms in Extensible Business Reporting Language (XBRL)) Rules, 17
(i) Applicability for obligations
(a) On 100% listed companies
(b) On 100% Subsidiaries of listed Companies
(c) On 100% Non-listed companies + also Private companies (both) in certain circumstances like:
(ca) When paid up share capital exceeding INR 5 crore
or
(cb) When turnover exceeding INR 100 crore (any)
(d) Once XBRL applicable then shall continue forever besides not falling in abovementioned limits
(ii) Not Applicability for obligations
(a) On 100% Banking Companies (BCs)
(b) On 100% Insurance Companies (ICs)
(c) On 100% Non-Banking Finance Companies (NBFCs)
(d) On 100% Housing Finance Companies (HFCs)
(e) On 100% Power Companies
12. Obligations for appointing Internal Auditor (Section 138)
(Rule 13(1) of Chapter IX of Companies (Accounts) Rules, 2014)
(i) Applicability for obligations
(a) On 100% listed companies
(b) On 100% Non-listed Public Limited companies (Non-listed companies) like :
(ba) When paid up share capital exceeding INR 50 crore
or
(bb) When turnover exceeding INR 200 crore
or
(bc) When aggregate outstanding loans from banks + Non-listed companies + financial institutions (all together) exceeding INR 100 crore
(bd) Outstanding Public deposit exceeding INR 25 crore
(c) On 100% Private companies like :
(ca) When turnover exceeding INR 200 crore
or
(cb) When aggregate outstanding loans from banks + Non-listed companies + financial institutions (all together) exceeding INR 100 crore
(ii) Not Applicability for obligations
- On 100% Public companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
13. Obligations for appointing + reappointing + rotating (all) auditors (Sec 139)
(Rule 5 of Chapter X of companies (Audit and Auditors) Rules, 2014)
(i) Introduction
(a) Appointment + reappointment of Statutory Auditors (both) permitted for maximum 5 consecutive years.
(b) 2 individual separately 2 partners of same partnership firm or LLP (any) permitted for maximum 10 (5 year each for 2 different partners) consecutive years.
(ii) Applicability for obligations
(a) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
+ (plus)
(b) On 100% Non-listed companies when paid up share capital exceeding INR 10 crore
+ (plus)
(c) On 100% Private companies when paid up share capital exceeding INR 50 crore
+ (plus)
(d) On 100% Public companies + Private companies (both) when aggregate outstanding loans from banks + Non-listed companies + financial institutions + public deposits (all together) exceeding INR 50 crore
(iii) Not Applicability for obligations
- On 100% Public companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
14. Obligations for obtaining CARO, 2020 report from auditors (Section 143)
(i) Applicability for obligations
- On 100% Public companies + Private companies + also foreign companies (all) except specifically exempted
(ii) Not Applicability for obligations
(a) On 100% Banking Companies (BCs)
(b) On 100% ICs
(c) On 100% Non Profit Companies (NPOs) incorporated under section 8 of Companies Act (CA), 2013
(d) On 100% One Person Companies (OPCs)
(e) On 100% Small Private companies
But
(f) Should not be subsidiary or holding of Non-listed companies (any)
+ (plus)
(fa) When aggregate outstanding loans from banks + Non-listed companies + also financial institution (all together) not exceeding INR 1 crore
or
(fb) When paid up share capital + also free reserves (both together) not exceeding INR 2 crore
or
(fc) Where aggregate turnover from continued business + also not continued business (both together) not exceeding INR 20 crore
15. Obligations for appointing Women Director (WD) (Section 149)
(Rule 3 of Chapter XI of companies (Appointment and Qualifications of Directors) Rules, 2014)
(i) Applicability for obligations
(a) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
+ (plus)
(b) On 100% Non-listed companies like :
(ba) When paid up share capital exceeding INR 100 crore
or
(bb) When turnover exceeding INR 300 crore
(ii) Not Applicability for obligations
- On 100% Public companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
16. Obligations for appointing Independent Director (ID) (Section 149)
(Rule 4 of Chapter XI of companies (Appointment and Qualifications of Directors) Rules, 2014)
(i) Applicability for obligations
(a) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
(b) On 100% Non-listed companies like :
(ba) When paid up share capital exceeding INR 10 crore
or
(bb) When turnover exceeding INR 100 crore
or
(bc) When aggregate outstanding loans + debentures + Non- listed companies + public deposits (all together) exceeding INR 50 crore
(ii) Not Applicability for obligations
- On 100% Non-listed companies like:
(a) On 100% Joint Ventures (JVs)
+ (plus)
(b) On 100% Wholly Owned Subsidiaries (WOSs)
+ (plus)
(c) On 100% Dormant Companies
17. Obligations for appointing Resident Director (RD) (Section 149(3))
(i) Applicability for obligations
(a) On 100% Public companies + Private companies (both) required minimum 1 resident director (in India).
(b) Resident director to include individual who stayed (in India) for minimum 182 days in previous financial year like March 31, 2022 for statutory obligations for year ending on March 31, 2023
18. Obligations for holding quarterly meeting of BODs (Section 173)
(Secretarial Standard-I (SS‐I) of CA, 2013)
- 100% Public companies + Private companies (both) permitted to hold BoDs in India or outside India (any) optionally
(i) Required minimum 2 board (earlier 4) meetings in each financial year.
(ii) Required maximum 180 (earlier 120) days gap between 2 BoDs meetings
(iii) Required minimum 1 meeting in each half year (earlier quarter) like September 30th 2022 + March 31st, 2023 (both)
19. Obligations for formatting Audit Committee (Section 177)
(Rule 6 of Chapter XII of companies (Meeting of Board and its Powers) Rules, 2014)
(i) Applicability for obligations
(a) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
+ (plus)
(b) On 100% Non-listed companies like :
(ba) When paid up share capital exceeding INR 10 crore
or
(bb) When turnover exceeding INR 100 crore
or
(bc) When aggregate outstanding loans from banks + Non-listed companies + financial institutions + debentures + public deposits (all together) exceeding INR 50 crore
(ii) Not Applicability for obligations
- On 100% Public companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
20. Obligations for establishing Vigil Mechanism System (VMS) (Section 177)
(Rule 7 of Chapter XII of companies (Meeting of Board and its Powers) Rule, 2014)
(i) Applicability for obligations
(a) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
+ (plus)
(b) On 100% Public companies + Private companies (both) accepting deposits from Non-listed companies
+ (plus)
(c) On 100% Public companies + Private companies (both) when aggregate outstanding loans from banks + Non-listed companies + financial institutions (all together) minimum 50 crore
(ii) Not Applicability for obligations
- On 100% Public companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
21. Obligations for formatting Nomination Committee (Section 178)
(Rule 6 of Chapter XII of companies (Meeting of Board and its Powers) Rule, 2014)
(i) Applicability for obligations
(a) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
+ (plus)
(b) On 100% Non-listed companies like :
(ba) When paid up share capital exceeding INR 10 crore
or
(bb) When turnover exceeding INR 100 crore
or
(bc) When aggregate outstanding loans + debentures + Non-listed companies + public deposits (all together) exceeding INR 50 crore
(ii) Non Applicability for obligations
- On 100% Public companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
22. Obligations for Passing Special Resolution (SR) in AGM or EGM (Sec 179(3))
- Specific reasons for passing SR through in AGM or EGM like:
(i) When making calls from shareholders for money unpaid on equity shares
(ii) When authorizing buy‐back of securities under section 68 of CA, 2013
(iii) When issuing securities + debentures in India + also outside India (all)
(iv) When borrowing money from public
(v) When investing funds of company
(vi) When granting loans + to give guarantees + to give securities for loans (all)
(vii) When approving financial statements + also BoD’s Report (both)
(viii) When diversifying business of company
(ix) When approving amalgamation + merger + also reconstruction (all)
(x) When taking over another company + acquiring + also controlling substantial stake in another company
(xi) When approving any other matter may be prescribed in future by govt. (MCA)
23. Obligations for operating under prescribed limit for loans + etc. (Sec 186)
(i) Applicability for obligations
- On 100% Public companies + Private companies (both) except specifically exempted
(ii) Non Applicability for obligations
(a) On 100% Banking Companies (BCs)
+ (plus)
(b) On 100% Insurance Companies (ICs)
+ (plus)
(c) On 100% Housing Finance Companies (HFCs)
+ (plus)
(d) On 100% Non-Banking Finance Companies (NBFCs)
(iii) Solution through legal Compliance
- Special resolution (SR) to be passed in AGM or EGM like :
(a) When aggregate amount of loans + etc. exceeding 60% of paid up Share Capital + Free Reserves + Securities Premium (all together)
or
(b) When aggregate amount of loans + etc. exceeding 100% of Free Reserve + Securities premium (both together) whichever higher
24. Obligations for disclosing Related Party Transactions (RPT) (Section 188)
(Rule 3 of Chapter XII, of companies (Meeting of Board + its Powers) Second Amendment Rule, 14)
(i) Applicability for obligations
- On 100% Public companies + Private companies when transactions not on Arm Length Price (ALP) + not in ordinary course of business (all)
(ii) Non Applicability for obligations
- On 100% Public companies + Private companies when transactions on Arm Length Price (ALP) + in ordinary course of business (all)
25. Obligations for Managing Director (MD) + Whole Time Director (WTD) (Sec 203)
(Rule 8 of Chapter XIII of co’s (Appointment + Remuneration of Managerial Personnel) Rules, 2014)
(i) Applicability for obligations
(a) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
+ (plus)
(b) On 100% Non-listed companies when paid up share capital exceeding 10 crore
(ii) Non Applicability for obligations
- On 100% Public companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
(iii) Optionally Applicability for obligations
- (a) Appointments for MD and/or WTD not mandatory required for Non-listed co.’s
+ (plus)
(b) Also appointments for MD and/or WTD not mandatory required for 100% Non-listed companies when paid up share capital not exceeding INR 10 crore
26. Obligations for appointing Key Managerial Personnel (KMP) (Section 203)
(Rule 8 of Chapter XIII of co’s (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
(i) Applicability for obligations
(a) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
+ (plus)
(b) On 100% Non-listed companies when paid up share capital exceeding INR 10 crore
(ii) Non Applicability for obligations
- On 100% Public companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
(iii) Mandatory or optionally as KMP:
(a) Mandatory appointment of Chief Executive Officer (CEO) as Managing Director (MD) or Manager is required
+ (plus)
(b) Mandatory appointment of Company Secretary (CS) required
+ (plus)
(c) Optionally appointment of Whole Time Director (WTD) required
+ (plus)
(d) Mandatory appointment of Chief Financial Officer (CFO) required
27. Obligations for appointing Company Secretary (CS) (Section 203)
(Rule 8A of Chapter XIII of co’s (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
(i) Applicability for obligations
(a) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
+ (plus)
(b) On 100% Public Companies + Private companies (both) when paid up share capital exceeding INR 10 crore
(ii) Non Applicability for obligations
- On 100% Public Companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
28. Obligations for obtaining Secretarial Audit Report (SAR) from CS (Section 204)
- Secretarial Audit be conducted by practicing CS (only) for certain companies like:
(i) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
+ (plus)
(ii) For 100% Non listed Public Companies (Non-Listed companies) like:
(a) When paid‐up share capital exceeding INR 50 crore
or
(b) When turnover exceeding INR 250 crore
29. Obligations for obtaining Secretarial Audit (SA) report from CS (Sec 204(1))
(Rule 9 of Chapter XIII of co’s (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
(i) Applicability for obligations
(a) On 100% listed Companies at any stock exchange like Calcutta exchange (also)
+ (plus)
(b) On 100% Non-listed companies like :
(ba) When paid up share capital exceeding INR 50 crore
or
(bb) When turnover exceeding INR 250 crore
(ii) Non Applicability for obligations
- On 100% Public Companies + Private companies (both) when abovementioned conditions + limits (both) not applicable
30. Obligations for Additional Legal Compliances (ALC) for Public Limited Co.
(i) When company not private limited company
or
(ii) When company is subsidiary of public limited company beside subsidiary company private limited company
or
(iii) When company having minimum 7 shareholders
or
(iv) When company required minimum 5 shareholders to attend AGM or EGM
or
(v) When company required for submitting form MGT‐14 for approval of financial statements + adoption of statutory auditor’s report (both) by Board of Directors (BoDs)
(vi) Mandatory appointment for KMPs like:-
(a) Key Managerial Personal (KMP):-
(aa) Managing Director (MD)
(ab) Whole Time Director(s)
(ac) Manager(s)
(ad) Company Secretary (CS)
(b) Women Director(s) (WD)
(c) Independent Director(s) (ID)
- Abovementioned provisions applicable after satisfaction of certain terms + conditions for listed companies + also Non-listed companies (all)
(vii) 100% Non listed companies required to pay remuneration referred under section 197 + also schedule V of CA, 2013 (both).
(viii) 100% Non listed companies required to keep their equity shares in DEMAT format with approved depositories like NSDL + CDSL (both) applicable from October 02, 2019
(ix) 100% Non-listed companies not permitted to give loans to director(s) (himself) + also director(s) relatives (both)
31. Obligations for maintaining statutory registers
- 100% Public Companies + Private companies (both) required to maintain certain registers at Registered Office (RO):
(i) Register of Renewed + Duplicate Share Certificates issued (Section 46)
(ii) Register of Sweat Equity Shares (Section 54)
(iii) Register of Employee Stock Option (ESOP) (Section 62)
(iv) Register of Securities Bought Back (Section 68)
(v) Register of Deposits (Section 74)
(vi) Register of Charges (Section 85)
(vii) Register of Directors + Key Managerial Personnel (KMP) + also their Shareholdings (Section 85)
(viii) Register of Members (Section 88)
(ix) Register of Debenture Holders (Section 88)
(x) Index of Members + Debenture holders (Section 88)
(xi) Register of Foreign Members + Debenture Holders + Other Security Holders + SBO residing outside India (all) (Section 88)
(xii) Register of Substantial Beneficial Owner (SBO) (Section 90)
(xiii) Register of Loans + Guarantees (Section 186)
(xiv) Register of company’s investments not held in own name (Section 187)
(xv) Register of Contracts + Arrangements when directors interested (Section 188)
(B) Statutory Obligations for obtaining Declarations (BEN-1) from SBOs
32. Obligations for obtaining declarations (BEN-1) from SBOs (Section 90(1))
(i) Introduction on Significant Beneficial Owner (SBO)
(a) Ministry of Corporate Affairs (MCA) notified companies (Significant Beneficial Owners) Rules, 2018 vide notification dated June 13, 2018.
+ (plus)
(b) Ministry of Corporate Affairs (MCA) further notified companies (Significant Beneficial Owners) Amendments Rules, 2019 dated under February 08, 2019
+ (plus)
(c) Object for notifications to find Ultimate Beneficial Owner (UBO) for equity shares like “Parde ke peeche kaun hai” ? Saamne aao!!!
(ii) Applicability of SBO provisions
(a) SBO Provisions applicable to 100% Public Companies + Private companies (both) when SBO existed in equity shares.
+ (plus)
(b) Name of SBO be available in registered of member (BEN-3) when registered members (shareholders) different from Ultimate Beneficial Owners (UBOs).
+ (plus)
(c) SBO provisions applicable when shareholding exceeding 10% equity share capital of company holds by individual(s) (himself) + also by individual(s) close relative(s) (both together)
+ (plus)
(d) SBO provisions applicable when SBO directly or indirectly or through any contract or otherwise (all together) exceeding 10% equity share capital or voting rights (any).
+ (plus)
(e) SBO provisions applicable to non-residents of India (also)
(iii) Not Applicability of SBO provisions
(a) SBO provisions not applicable when Beneficial Owner’s (BO’s) name already registered of Register of Members (RoM) + on mutual funds + on Other Pooled Investment (OPI) vehicles like AIFs + REITs + INVITs + etc. (all)
+ (plus)
(b) SBO provisions not applicable when shareholder(s) (himself) is natural person + also BO’s name already declared to company (both).
33. Obligations for fulfilling legal compliances by company + SBOs (both)
(i) BEN -1
- 1st time Form BEN-1 be filed by SBO with company in not exceeding 90 days like up to Sep 10th 2018 (as on June 12th 2018)
+ (plus)
2nd time Form BEN-1 be filed in not exceeding 30 days from date of becoming SBO or change in % of shareholding ¿ applicable from June 13th 2018 ♦.
(ii) BEN -2
- Form BEN-2 be filed by company with ROC in not exceeding 30 days from date of receipt of BEN-1 from SBO.
(iii) BEN -3
- Form BEN-3 (register) be maintained by company for inspection by “any” shareholder.
(iv) BEN -4
- Form BEN-4 be sent by company to “any” shareholder for seeking name of UBO.
34. Obligations for paying fine for contraventions by SBOs (Sec 90(12))
(i) Company required to apply with National Company Law Tribunal (NCLT) when shareholder not providing name of UBO.
(ii) Company permitted to apply with NCLT for certain restrictions like:
(a) For restricting SBO against transfer of equity shares
(b) For suspending SBO against rights to receive any dividend
(c) For suspending SBO against rights to vote at AGM or EGM
(d) For restricting SBO in any other matter
(iii) (a) SBO liable for action against corporate frauds referred under section 447 of CA, 2013 when SBO willfully furnishing false information’s + incorrect information’s + also suppresses of material information’s (all).
+ (plus)
(b) SBO liable for penalty (monetary fines) + also imprisonment (both) under section 90(12) of CA, 2013 be levied against SBO
+ (plus)
(iv) (a) Corporate frauds referred under section 447 of CA, 2013 included as number 29th in list of Schedule offences under Prevention of Money Laundering Act (PMLA) 2002.
+ (plus)
(b) Also monetary fines + also imprisonment (both) be levied under PMLA, 2002.
(v) Monetary fines + Imprisonment double be levied like 1st under section 90(12) of CA, 2013 + also 2nd under PMLA, 2002 (all).
(C) Statutory Filings by Companies in India
35. Filing DPT-3 for deposits with ROC (Section 73)
- 100% Public Companies + Private companies required to file form DPT-3 in not exceeding June 30th each year against deposits + also exempted deposits (all)
36. Filing BEN-2 for declaration(s) from SBOs with ROC (Section 90)
(i) 100% Public Companies + Private companies (both) required to file form BEN‐2 in not exceeding 30 days from date of receipt of 1st BEN‐1 by company from SBO
+ (plus)
(ii) 100% Public Companies + Private companies (both) required to file form BEN‐2 in not exceeding 30 days from date of receipt of 2nd BEN‐1 by company from SBO for change in SBO’s particulars
37. Filing MGT‐7 for annual details with ROC (Section 92)
(i) 100% Public Companies + Private companies (both) required to file form MGT-7 in not exceeding 60 days from date of AGM duly certified by practicing company secretary (CS)
+ (plus)
(ii) Form MGT-7 be filed for 1 financial year like commencing from April 01, 2022 to ending on March 31, 2023.
+ (plus)
(iii) Certification from practicing CS not required for certain companies like:
(a) For small company
(b) For One Per Person Company (OPC)
(c) For Start‐up private limited company
38. Filing MGT‐8 for CS’s examination with ROC (Section 92(2))
(i) By 100% listed Public Companies
+ (plus)
(ii) 100% Non listed Companies + also Private companies (both) in certain circumstances (only) like:
(a) When paid-up share capital exceeding INR 10 crore
or
(b) Where turnover exceeding INR 50 crore
39. Filling MGT-14 for specified matters with ROC (Section 117 + 179)
(i) 100% Public Companies required to file form MGT-14 in not exceeding 30 days from date of approval of Director’s Report + also financial statements (both) by shareholders in AGM (only).
(ii) 100% Public Companies + Private companies (both) required to file form MGT -14 when resolution needed to be passed under section 117 read with 179(3)
40. Filing MGT‐15 for report on AGM or EGM with ROC (Section 121)
- 100% listed Public Companies required to file form MGT-15 (report) on AGM or EGM in not exceeding 30 days from date of AGM or EGM.
41. Filing AOC‐4 for financial statements with ROC (Section 137)
- 100% Public Companies + Private companies (both) required to file form AOC-4 with Financial Statements + Director’s Report + Statutory Auditor’s Report + also Notice of AGM (all) in not exceeding 30 days from date of AGM
42. Filing MGT-14 for appointment of Internal Auditor(s) with ROC (Sec 138)
(i) 100% listed Public Companies required to file form MGT-14 for appointment of Internal Auditor in not exceeding 30 days from date of appointment.
+ (plus)
(ii) Also 100% Non-listed companies required to file form MGT-14 for appointment of Internal Auditor in not exceeding 30 days from date of appointment in certain circumstances like:
(a) When paid up share capital exceeding INR 50 crore
or
(b) When turnover exceeding INR 200 crore
Or
(c) When aggregate outstanding loans from banks + financial institutions (both together) exceeding INR 100 crore “at any point of time” during financial year
or
(d) When outstanding public deposits exceeding INR 25 crore
(iii) 100% Private companies required to file form MGT-14 for appointment of Internal Auditor in not exceeding 30 days in certain circumstances like:
(a) When paid‐up share capital exceeding INR 200 crore
or
(b) When aggregate outstanding loans from banks + financial institutions (both together) exceeding INR 100 crore “at any point of time” during financial year
43. Filing ADT-1 for appointment of Statutory Auditor(s) with ROC (Sec 139)
(i) 100% Public Companies + Private companies (both) required to file form ADT-1 for appointment not exceeding 5 years from date of 1st AGM to 5th AGM
+ (plus)
(ii) 1 time to file form ADT-1 for appointment not exceeding 15 days from date of AGM when 1st appointment or 2nd appointment (any) approved in AGM.
44. Filing DIR-12 for appointment of Director(s) with ROC (Sec 149)
- 100% Public Companies + Private companies (both) required to file form DIR-12 for 1st appointment or 2nd appointment (any) approved in BoD’s meeting or in AGM or EGM not exceeding 30 days.
45. Filing DIR-8 for Non disqualifications of director(s) with co. (Sec 164(2)+143(3)(g))
- 100% directors required to submit DIR-8 (disclosure) with company in not exceeding from date of 1st BoD’s meeting for each financial year for non‐disqualification for director’s appointment during previous financial year.
46. Filing MBP-1 for interest in other entity with company (Section 184(1))
(i) 100% directors required to disclose in MBP-1 in 1st BoD’s meeting each financial year after appointment for interest in any other entity
+ (plus)
(ii) Also 100% directors required to disclose in next BoD’s meeting for change in interest in any other entity.
47. Filing MR-1 for appointment of KMP’s with ROC (Section 203)
- Appointment for Key Managerial Personal (KMP) required in certain circumstances by companies like:
(i) 100% Listed companies required to appoint KMP
(ii) 100% Non listed companies required to appoint different KMPs when paid‐up share capital exceeding INR 10 crore like:
(a) Minimum 1 Managing Director (MD) – Mandatory
(b) Minimum 1 Whole Time Director (WTD) – Optionally
(c) Minimum 1 Manager – Mandatory
(d) Minimum 1 Company Secretary (CS) – Mandatory
(e) Minimum 1 Chief Executive Officer (CEO) – Mandatory
(f) Minimum 1 Chief Financial Officer (CFO) – Mandatory
(iii) 100% Listed companies required to file form MR-1 in not exceeding 30 days from date of 1st appointment or 2nd appointment (any).
48. Filing MSME-1 for delay in MSME’s payments with ROC (Sec 405)
- 100% Public companies + Private companies (both) required to file form MSME-1 for delay in payments to MSME vendor on half yearly basis not exceeding 30 day from end of half year like October 30th, 2022 + April 30th, 2023 for half year ending on September 30th, 2022 + March 31st, 2023 respectively (all).
49. Filing PAS-6 for reconciliation of Share Capital with ROC
- 100% Non listed companies required to file form PAS-6 (Reconciliation of share capital) not exceeding October 30th, 2022 + April 30th, 2023 for period ending on September 30th, 2022 + March 31st, 2023 respectively (all).
50. Filing DIR-3 KYC for director(s) with ROC
- 100% directors required to file form DIR-3 KYC not exceeding April 30th each financial year (annually) like April 30th, 2023 for financial year ending on March 31st, 2023.
(D) Statutory Filings for Return of deposit (DPT-3) by Companies in India
51. Filing of return of deposit (DPT-3) with ROC
(i) MCA notified companies (Acceptance of Deposits) Amendment Rules, 2019 applicable from January 22nd, 2019.
(ii) Meaning of Deposits
- To include any receipt of money by company through deposits + loans + securities + advances + other form + other mode (all).
52. Filing obligations for normal deposits + also exempted deposits (both)
(i) (a) Advance received by company for supply of goods or supply of services + advance not appropriated (adjusted) against supply of goods or supply of services (any) + also time exceeding 365 day (all)
But
(b) Dispute against supply of goods or supply of services (any) pending with court of law then advance not treated deposits (treated exempted deposits).
(ii) (a) Advance received by company for sales consideration of immovable property under agreement or arrangement + also time exceeding 365 day (both)
But
(b) Advance already adjusted under terms of agreement or arrangement then advance not treated deposits (treated exempted deposits).
(iii) Security deposits received by company for performance of contract for supply of goods or supply of services (any).
(iv) Advance received by company under Long Term Project (LTP) for Supply of Capital Goods except already covered under abovementioned para (ii)
(v) Amount received by company from foreign Govt.’s or foreign banks or international banks or multilateral financial institutions (any) like world bank or International Monetary Fund (IMF) or etc. (any).
(vi) Amount received by company from Central Govt. or State Govt.’s or other source when repayment guaranteed by Central Govt. or State Govt.’s (any)
(vii) Amount received by company like loans or facilities from banks or State Bank of India (SBI) or subsidiary bank of SBI or financial institutions notified by Central Govt. (any).
(viii) Amount received by company like loans or financial assistances from Public Financial Institution (any)
(ix) Amount received by company against commercial papers or other instruments issued under guidelines or notifications (any) issued by RBI.
(x) Amount received by company from another company commonly known Inter Corporate Deposits (ICDs).
(xi) (a) Amount received by company against subscription for securities or share appli-cation monies or advances against allotment of securities pending for allotment
But
(b) Amount be adjusted against allotment of securities.
(xii) (a) Amount received by company from director of Private companies or director’s close relatives (any)
But
(b) Director be at time of giving amount beside director already resigned or removed as on March 31, 2023.
(xiii) (a) Amount received by company against bonds or debentures secured by 1st charge or pari passu charge or 1st charge on assets referred in schedule III of CA, 2013 excluding intangible assets (any).
(b) Amount received by company against bonds or debentures compulsorily convertible (any) into share capital in time not exceeding 10 year.
(xiv) Amount received by company against Non Convertible Debentures (NCTs) + not constituting charge on asset of company + also listed on recognized stock exchange under regulations issued by SEBI (all).
(xv) Amount received by company from employee(s) of company not exceeding annual salaries under contract of employment(s) + also be nature of non-interest bearing security deposit (both).
(xvi) Amount received by company being non-interest bearing amount + also held as trustee (both).
(xvii) Advance received for business of company in certain circumstances like:
(a) Advance received by company for providing future’s services warranty + also maintenance contract under written agreement (both)
+ (plus)
(b) Period for advance be not exceeding 5 year or prevailing business practice whichever lower.
(c) Advance received by company + allowed by sectorial regulator(s) + also under direction of Central Govt. or State Govt.’s (all).
(d) Advance received by company for subscription against publication in print media + electronic media + also adjusted against receipt of publication (all).
(xviii) Amount received by company from promoter(s) through unsecured loans + under stipulation of lending financial institutions + also banks (all).
(xix) Amount received by Nidhi company under rules referred in section 406 of CA, 2013.
(xx) Amount received by company against subscription under Chit Funds Act, 1982
(xxi) Amount received by company under Collective Investment Scheme (CIS) in regulations framed by SEBI.
(xxii) Amount received by startup private limited company not exceeding 25 lakh through conversion into equity shares + also repayable in not exceeding 5 year from date of issue in single tranche (both).
(xxiii) Amount received by company in certain funds like:
(a) From Alternate Investment Fund (AIF)
(b) From Domestic venture Capital Fund (DVCF)
(c) From Infrastructure Investments Trust (IIT)
(d) From Real Estate Investment Trust (REIT)
(e) From Mutual Funds registered with SEBI
(xxiv) Amount received by Private Limited Company from certain persons like:
(a) From director(s) + also amount be from own capital (both)
(b) From director’s close relative + also amount be from own capital (both)
(c) From shareholder(s) not exceeding 100% paid up share capital + free reserves + also security premium account (all together)
53. Filing conditions for return of deposit (DPT-3) with ROC
(i) Form DPT-3 be used by company for filing return of deposit + also exempted deposits (both) up to June 30th, 2023 for year ending on March 31st, 2023.
(ii) Form DPT-3 not be used when no deposits + also no exempted deposits (both) outstanding on March 31st, 2023.
(iii) (a) Form DPT-3 be used when no deposits
But
(b) Exempted deposits outstanding on March 31st, 2023.
54. Filing Obligations for deemed deposits (DPT-3) with ROC
- Advance received by company for supply of goods or supply of services (any) when advance not adjusted against supply of goods or supply of services + also time exceeding 365 days (both).
55. Filing non Obligations for return of deposits (DPT-3) with ROC
- Certain companies not required to file DPT-3 with ROC like:
(i) By Government companies
(ii) By Banking companies (Banks)
(iii) By Non-banking financial companies (NBFCs) registered with RBI
(iv) By Housing finance companies (HPCs) established under National Housing Bank (NHB) Act, 1987
56. Filing Obligations for certain information’s with ROC
- Companies required to provide certain information’s like:
(i) 100% outstanding deposits + also exempted deposits on March 31st, 2023 (both).
(ii) Net Worth based on latest audited financial statements for preceding year.
(iii) Form DPT-3 being dynamic + also working on radio button basis selected by companies (both)
(iv) (a) Statutory Auditor’s Certificate (SAC) required to attach with DPT-3 when filed based on radio button 2 or 4 (any) selected by companies.
But
(b) SAC not required to attach with form DPT-3 when filed based on radio button 1 or 3 (any) selected by companies
(v) Form DPT-3 not Straight Through Process (STP) then be approved by ROC.
(vi) Amount of deposit + also outstanding interest on March 31st, 2023 (both) be filled.
57. Filing obligations + Additional fee + Penalty (all) for contraventions
(i) SAC not required for 1st (time) filling for DPT-3.
(ii) 1st DPT-3 + annual DPT-3 (both) not required to file with INR 0 (zero) deposits.
(iii) Form DPT-3 not to be filed when no deposits + also no exempted deposits (both) outstanding on March 31st, 2023.
(iv) Radio button Number 4 be used for loans + deposits from director(s) + also shareholder(s) of private limited company(s) (all).
(v) Additional fee for delay filing of DPT-3 be levied from 2 time to 12 time of normal filing fee for delay from 30 day to 180 day respectively.
(vi) Penalty for not filing DPT-3 INR 5,000 1st time + INR 500 per day for failure continue on company + also on officer(s) (all) under DPT-3 Rules 21 against punishment for non filing.
Conclusion:
The statutory obligations that companies in India must adhere to form a critical framework, one that serves to preserve the integrity and efficiency of the corporate sector. These obligations are meticulously crafted to protect the interests of stakeholders, enhance corporate governance, and promote responsible business conduct.
From strict adherence to specified financial reporting standards to the judicious appointment of directors and key managerial personnel, companies must navigate a complex and intricate web of regulations. These obligations not only guarantee legal compliance but also contribute to the overall growth and sustainability of businesses.
As India’s corporate landscape continues to evolve, it is imperative for companies to remain well-informed and fully compliant with these statutory obligations. Those who embrace these responsibilities not only fulfill their legal duties but also cultivate trust and confidence among investors, shareholders, and the broader public. Ultimately, this contributes to the nation’s economic advancement.
Compliance with statutory obligations, such as obtaining Secretarial Audit reports and adhering to Additional Legal Compliances, is of paramount importance for companies in India. Non-compliance can lead to penalties and legal repercussions. A robust understanding of and commitment to fulfilling these obligations are pivotal for upholding corporate governance and transparency in the corporate sector. Moreover, staying abreast of regulatory changes and diligently filing necessary forms with the Registrar of Companies (ROC) are essential steps in ensuring comprehensive compliance with the law.
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(Author can be reached at email address [email protected] or on Mobile No. 9811081957)
Disclaimer : The contents of this article are solely for informational purpose. Neither this article nor the information as contained herein constitutes a contract or will form the basis of a contract. The material contained in this article does not constitute or substitute professional advice that may be required before acting on any matter. While every care has been taken in the preparation of this article to ensure its accuracy at the time of publication. Satish Agarwal assumes no responsibility for any error which despite all precautions may be found herein. We shall not be liable for direct, indirect or consequential damages if any arising out of or in any way connected with the use of this article or the information as contained herein
(Republished with amendments)
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