Unlisted Public Limited Company and its Compliance Section 2(71) of the Companies Act, 2013 explained a Public Company.

A Public Company is a company that offers shares to the general public and has Limited Liability with a minimum of 3 Directors and minimum of 7 members.

Features of Unlisted Company:

  • The shares of the Unlisted Public Company are not available for general public.
  • It is not listed on any stock exchange.
  • An Unlisted Company can have an unlimited numbers of shareholders for raising capital for any commercial venture.

Note: A company which is a subsidiary of a public company shall be deemed to be a public company for the purpose of this Act even where such subsidiary continues to be private company in its Articles.

  • Compliances for Unlisted Public Company:
S.no Particulars of Compliance Section and Rules Form No. Due Dates
1. Board Meetings Section 173, Companies Act, 2013 …… At least 4 Board Meetings in a year.
2. Appointment of Auditor Section 139, Companies Act, 2013 ADT-1 Within 30 days of incorporation of Company.
3. Return of Deposit As per Rule 16 of companies (Acceptance of Deposit) Rules, 2014 DPT-3 30th June of every year.
4. Director’s Disclosure Section 184(1)of the companies Act,2013 to be read with Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014 Form MBP-1 After its appointment in first meeting.
5. Annual General Meeting Section 96 of the Companies Act, 2013 …….. The first Annual General Meeting is to be held within 9 months of the end of Financial year.
6. Annual Return Section 92 of the Companies Act, 2013 MGT-7 To file Annual Return within a period of 60 days from the date of holding Annual General Meeting.
7. Financial Statements Section 134 of the Companies Act, 2013 AOC-4 To file Balance Sheets together with statement of Profit and Loss Account and Director’s Report within 30 days from the date of holding Annual General Meeting.
8. Appointment of CEO or CFO or CS Section 203 read with Rule 8 & 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Form MGT-14 and Form DIR-12 Within 30 days of the Annual General meeting and in case of casual vacancy within 6 months.
9. Commencement of Business (If the Company is incorporated on/after 2nd November 2018 Section 10A Form 20A The form must be filed within 180 days from date of Incorporation.
10. KYC of Directors Form DIR-3 KYC
  • Requirement of Secretarial Audit Report
  • Public Company, having paid up share capital of equal or more than 50 crores.
  • Every Public company having a turnover of 250 Crores or more has to obtain secretarial audit report in Form MR-3 from Practicing Company Secretary.

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March 2021