BACKGROUND:
In this Flash editorial, the author begins by referring to the Provisions of the Companies Act, 2013, read with all the Amendment Acts and rules mentioned there till Companies (Amendment) Act, 2019.
As per the latest amendments, Companies requirements for the compliances have been changed in comparison to the compliance requirement as on 01st April, 2014 when the Companies Act, 2013 came into effect.
After the commencement of the Companies Act, 2013, from 01st April 2014, the Compliance requirement of the Companies have been increasedlike MSME-1, BEN-2, Dematerialization of Shares etc.
Even no exemptions have beengranted to the Public Limited Companies under the Companies Act, 2013.
Meaning of a Public Company:
“Public Company” means a Company which—
(a) is not a Private Company
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;
Important Features of Private Limited Companies:
- No need of Minimum Capital Requirement.
- All shares should be in Demat w.e.f 02nd October, 2018.
- If certain Limit of the Turnover, Net worth is crossed then the provisions of the Secretarial Auditor shall be applicable on the Public Companies.
- Minimum Number of 7 members is required in Public Companies.
- Quorum for the General Meeting shall be presence of at least 5 members.
- Loan to the Directors and relative of the Directors are strictly prohibited.
- Needs to file MGT-14 for all the resolutions passed u/s 179(3).
- Provisions of KMP, MD and WTD are Applicable on Public Limited Companies.
- Remuneration to the Directors are restricted as per Section 197 of the Companies Act, 2013.
Major Changes are as follow:
- Directors’ Report: There are a lot of changes in the Directors’ Report of a Public Company. A Public Company needs to follow Section 134 read with rules and other compliances of other Acts.
- Annual Return (MGT-7): Annual Return is the Form MGT-7. This is a very lengthy form.
* Annual Return [MGT-7] of a Public Company mandatorily requires the signature of a Practicing Company Secretary or the Company Secretary in employment. Annual Return can be file with the ROC with the Digital Signatures of the Directors and the Company Secretary in employment or a Practicing Company Secretary.
- Certification of Annual Return by Company Secretary (MGT-8):
- All the Listed Companies
- Every Company having:
- Paid-Up share capital of 10 Crore (Ten Crore) rupees or more or
- Turnover of 50 Crore (fifty crore) rupees or more
- Companies which are EXEMPTED from Signing of the Annual Return from the Company Secretary:
- One Person Company
- Small company
- Secretarial Standard: From 1stJuly 2015 onwards, every meeting ofthe Board of Directors andthe Shareholdersshall be conducted in consolidationwith the provisions of the Secretarial Standards and Companies Act, 2013. It needs a lot of Concentration and documentation. Secretarial Standard appliesto the Small Companies as well
ANNUAL COMPLIANCES FOR PUBLIC COMPANY:
| S. No. | Forms | Section & Rules | Particular of Compliance | ||
| QUARTER – I – APRIL TO JUNE | |||||
| 1. | Receipt of MBP-1 | 184(1)
|
Form
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. | |
| Every Directoris required to submit with the Companya fresh MBP-1, whenever there is a change in his interest from the earlier given MBP-1.
MBP-1 is not required to file with ROC. |
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| 2. | Receipt of DIR- 8 | 164(2)
143(3)(g) |
Form
DIR – 8 |
Every Director of the Company in each Financial Year will submit with the Company disclosure of non-disqualification. | |
| 3. | Half Yearly Return | Section 405 | MSME-1 | Delay in the Payment to MSME Vendor: Company have to file this return half-yearly in respect of pending payments to the MSME vendors as at end of half -year. (only for payment pending for period more than half year)
· October to March – 30th April · April to Sep – 30th October |
|
| 4. | Half Yearly Return
(April) |
Rule 9A(3) | PAS-6 | Reconciliation of Share Capital Audit Report. Company is required to submit the reconciliation share capital Audit report with the ROC audited by a practicing Company Secretary as at end of half-year within 60 days of end of half yar:
· October to March – 30thMay · April to Sep – 29thNovember |
|
| 5. | Yearly Return
(June) |
Section 73
Rule 16 |
E-form
DPT-3 |
Return of Deposit: 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. | |
| QUARTER – II – JULY TO SEPTEMBER | |||||
| 6. | Approval of Financial Statement | 134 | Preparation and Approval of Financial Statement. The auditors’ report shall be attached to every financial statement | ||
| 7. | Directors’ Report | 134 | Directors’ Report shall be prepared by mentioning all the information required for the Company under Section 134 read with relevant rules and relevant provisions of other Acts. | ||
| It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors one of them should be MD, if there is any. | |||||
| 8. | Filing of Resolution with ROC | Section 117 read with 179 | MGT-14 | Public Company required filing this form with the ROC within 30 days of the approval of the Directors’ Report and the Financial Statement with ROC. | |
| 9. | Holding of AGM | 96 | Every company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting.
it shall be held within a period of six months, from the date of closing of the financial year. |
||
| 10. | Notice of
AGM |
101 & SS-II | Every Notice of the Annual General Meeting will be prepared as per Section 101 of the Companies Act 2013 and Secretarial Standard – II. | ||
| 11. | Circulation of Notice of AGM | 101 & SS | Notice of the Annual General Meeting will be sent to all the :
· Directors, · Members, · Auditors · Debenture Trustees. |
||
| 12. | Circulation of Financial Statement &other relevant Dox | 136 | Company will send to the members of the Company approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting.
In case the AGM is called on the shorter notice then above mentioned documents shall be circulated on such shorter period. For holding of the AGM on shorter notice companies need to take the proper approvals as per the Act. |
||
| 13. | Annual Form | Rule 12A | DIR-3 KYC | KYC of Directors: All the Directors of the Company shall file this form on or before 30th September every year. | |
| QUARTER – III – OCTOBER TO DECEMBER | |||||
| 14. | E- Forms- Annual Form | 137 | E-form:
AOC-4 |
Financial Statement: Company is required to file its Balance Sheet along with the Statement of Profit and Loss Account, Cash flow statement, Directors’ Report and Auditors’ Report in this form within 30 days of holding of the Annual General Meeting. | |
| Attachment:
Balance Sheet, Statement of Profit & Loss Account, Cash Flow Statement, Directors’ Report, Auditors’ Report and the Notice of the AGM. |
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| 15. | E- Forms Filing Requirements
Annual Form |
92 | E-form:
MGT-7 |
Annual Return: Every Company will file its Annual Return within 60 days of holding of the Annual General Meeting.
Annual Return will be for the period from 1st April to 31st March. Annual Return of Every Public Company should be signed by a Company Secretary in Practice |
|
| 16. | Certification of Annual Return | 92 | MGT-8 | Public 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. | |
| QUARTER – IV – JANUARY TO MARCH
There is no mandatory compliance for this quarter. |
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| 17. | Board Meetings | 173 &
SS-I |
Every Company shall hold a minimum number of FOUR meetings of its Board of Directors every year in such a manner that maximum gap between two meetings should not be more than 120 (One hundred twenty) days. | ||
| 18. | Maintenance of Statutory Registers | 88 and other sections | Company will maintain the following mandatory Registers:
· Register of Director, · Registers of Director Shareholding, · Registers of Members · Registers of Transfer Registers of Related Party transaction etc |
||
| 19. | Appointment of Auditor | 139 | E-form
ADT-1 |
The Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for a 5-year appointment within 15 days of the Annual General Meeting. | |
| Above mentioned 19 (Nineteen) Compliances are mandatory annual compliances for the Public Company.
Except above 19 (Nineteen), there may be event-based compliances for the Public Company. |
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LIMIT BASED ANNUAL COMPLIANCES FOR – PUBLIC LIMITED COMPANIES:
| S. No. | Forms | Section & Rules | Particular of Compliance | |
| 20. | E- Forms Filing
Requirements |
196 | MR-1 | Return of the Appointment and Re-appointment of the Managing Director or the Whole Time Director or the Manager or KMP. |
| 21. | 117 | MGT-14 | Appointment and change in any term of appointment of Managing Director | |
| 22. | 149 | DIR- 12 | Appointment of the Independent Director. | |
| 23. | 149 | DIR- 12 | Appointment of the Women Director. | |
| 24. | 138 | MGT-14 | Appointment of the Internal Auditor. | |
| 25. | Secretarial Audi | 205
|
All the below mentioned Company are required to obtain aSecretarial Audit report from the Practicing Company Secretary such repot will be part of the Directors’ Report (MR-3).
a) All the Listed Companies b) Every Public Company having; · Paid-Up Share Capital of Rs. 50 Crore (fifty crore rupees) or more; or · Every Public Company having a Turnover of Rs. 250 Crore (two hundred fifty crore rupees) or more · every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more |
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Nice article, Sir!
I had a doubt regarding DIR-8 compliance. In my opinion, it is not required for every financial year as per Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
Please confirm.
Thank you in anticipation.