Article explains ROC Compliance applicable on the Listed Companies, Unlisted public Companies and Private Companies according to the applicability of relevant Section of Companies Act 2013. Article contains complliances which falls during the period from 01.04.2022 to 31.03.2023 i.e. during financial Year 2022-23.
Article Further define Section, Form, Purpose, whether e-form need to submit with ROC or not, Timeline, Applicability.
S. N |
Title |
Section |
From |
Provision |
E- form |
Time Line |
App-licability |
1 |
Disclosure of Directors Interest by Directors |
Sec 184(1) |
MBP-1 |
Every Director of the Company in First Meeting of the Board of Director in each Financial Year shall disclose his interest in other entities. |
No |
1st Board Meeting of FY or participates as a director |
-Listed Company-Public Company-Private Limited Company |
2 |
Disclosure of Non- Disqualification by Directors |
Sec 164(2)143(3)(g) |
DIR-8 |
Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification. |
No |
1st Board Meeting of FY or participates as a director |
-Listed Company-Public Company-Private Limited Company |
3 |
Declaration by independent director |
Sec 149(7) |
– |
Declaration that he meets the criteria of independence as provided in sub-section (6). |
No |
1st Board Meeting of FY or participates as a director |
-Listed Company-Public Company |
4 |
Filing of Resolution |
Sec 117 read with Sec 179 |
MGT-14 |
Company will file MGT-14 along with copy of Board ResolutionEx: Approval of Directors’ Report and Financial Statement with ROC, Appointment of Internal Auditor, Secretarial Auditor & KMP |
Yes |
Within 30 Days of ResolutionAttachments:-Board Resolution |
-Listed Company-Public Company (Only Reporting of Approval of Director’s Report and Financial Statements) |
5 |
Reconciliation of Share Capital Audit Report |
Rule 9A Companies (Prospectus and Allotment of Securities) Rules, 2014 |
PAS-6 |
Unlisted Public Company is need to submitted Reconciliation of Share Capital Audit Report to the Registrar duly certified by a company secretary in practice or chartered accountant in practice. |
Yes |
within sixty days from the conclusion of each half year. |
– Unlisted Public Company |
6 |
Return of Deposit |
Sec 73 rule 16 |
DPT- 3 |
Company is required to file this form every year on or before 30th June in respect of return of Deposit and Particulars Not considered as Deposit as on 31st March. |
Yes |
On or before 30th June |
-Listed Company-Public Company-Private Limited Company |
7 |
Disclosure of Significant Beneficial Owner |
Sec 90 |
BEN- 2 |
BEN- 2 is filed after receipt of declaration by SBO in BEN- 1 |
Yes |
Event Based Within 90 days of Receipt of BEN 1 |
-Listed Company-Public Company-Private Limited Company |
8 |
KYC of Directors |
Rule 12A |
DIR-3 KYC |
Directors need to file in case of any change in KYC filed earlier or in Not filed at all. In case of No change from previous filed DIR-3 then Director Not to Web Check the Form. |
Yes |
30th September |
-Listed Company-Public Company-Private Limited Company |
9 |
Delay in Payment to MSME Vendor |
Sec 405 |
MSME-1 |
Company has to file this return in respect of pending payments to MSME vendors as at end of half year. |
Yes |
Half Yearly:
|
-Listed Company-Public Company-Private Limited Company |
10 |
Appointments |
Sec 196 |
MR-1 |
Return of appointment and re-appointment of Managing Director or Whole Time Director or Manager. |
Yes |
Within 60 Days of Appointment |
-Listed Company-Public Company |
11 |
Appointments |
Sec 149 |
DIR-12 |
Appointment of Directors and the key managerial personnel and the changes among them |
Yes |
Within 30 Days of Appointment and change in appointment |
-Listed Company-Public Company |
12 |
Report on AGM |
Sec 121 |
MGT-15 |
Every listed public company shall prepare a report on each AGM including the confirmation to the effect that the meeting was convened, held and conducted and file the same in e-Form MGT-15 with ROC. |
Yes |
Within 30 Days of AGM |
-Listed Company |
13 |
Annual Filing |
Sec 137 |
AOC-4 / AOC-4 XBRL |
Annual Return |
Yes |
Within 30 Days of AGMAttachment:Annual Report |
-Listed Company-Public Company-Private Limited Company |
14 |
Annual Filing |
Sec 92 |
MGT-7 |
Annual Return, Signature of CS in employment required for Listed Company |
Yes |
Within 60 days of AGMAttachments:Shareholding Pattern-MGT 8 (If Applicable) |
-Listed Company-Public Company-Private Limited Company |
15 |
Compliance certificate by PCS |
Sec 92 |
MGT-8 |
Submitted by listed company, requires PCS Signature |
MGT 7 |
Filed with MGT 7 – within 60 days of AGM |
-Listed Company,A Company– Having Share Capital of 10 Crore or More, or– Turnover of Rs. 50 Crore or more |
16 |
CSR |
Rule 12 Companies (Accounts) Rules, 2014 |
CSR-2 |
Every company covered under the provisions of sub-section (1) to section 135 |
Yes (web form) |
On our before 31st May after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be. |
-Listed Company-Public Company-Private Limited Company Covered under the provisions of sub-section (1) to section 135 |
17 |
Auditor Appointment |
Sec 139 |
ADT- 1 |
As per sec 139 Auditor will be appointed for 5 (Five) years, rectifiable in every AGM |
Yes |
Within 15 Days of Appointment and change in appointment |
– Listed Company– Public Company-Private Limited Company |
18 |
Cost Auditor |
Sec 148(3) |
CRA- 2 |
cost audit shall be conducted by Cost Accountant in Practice who shall be appointed by the Board on such remuneration as determined by the members in such a manner as may be prescribed |
Yes |
Within 30 Days of Appointment and change in appointment |
-Every company specified in item (A) and Item (B) of rule 3 |
19 |
Cost Audit Report |
Sec 148(6) |
CRA- 4 |
Form for filing Cost Audit Report with the Central Government. |
Yes |
Within a period of 30 days from the date of receipt of a copy of the cost audit report |
-Every company specified in item (A) and Item (B) of rule 3 |
Note: – Any Circular/ Notification may affect the extended due date mention above.
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Ref. (1) Item No. 17 (b) Column entitled ‘provision’ of the tabular statement reads as under:
As per sec 139 Auditor will be appointed for 5 (Five) years, rectifiable in every AGM.
Please consider and advise if the word ‘rectifiable’ could be substituted by a word ‘ratifiable”.