Annual Compliance
Calendar
SMALL COMPANY
Dated: April 11, 2024,
Editorial No 896
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 the rules mentioned there till March, 2024.
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 Companies Act, 2013, came into effect.
Meaning of Small Company:
Section 2(85) defines a Small Company as –‘‘Small Company’’ means a Company,
other than a Public Company,—
1.
Paid-Up Share capital of which does not exceed four Crore 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 the profit and loss
account for the immediately preceding financial year does not exceed forty 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) A Company registered under section 8; or
(C) A Company or body corporate governed by any special Act;
Important Note:
i.
Only a Private Company can be classified as a
Small Company If a Company doesn’t cross the above-mentioned limits,
however, such a Company is a holding Company or a Subsidiary Company of any
other Company then such a Company cannot be considered
as a Small Company.
ii.
A Public Company cannot be a Small
Company.
iii.
A Section 8 Company cannot
be a Small
Company.
iv.
For a Small Company, both the conditions are needed
to be fulfilled i.e. the paid-up capital should not exceed Rs. Four Crore or
the turnover as per last statement of profit & loss should not exceed Rs. Forty
Crore. If any of the given limits crossed at any point of time then such a
Company shall be out of the preview of a Small Company.
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available during a particular year may stand withdrawn in the next year and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.
Major Changes are as follow:
1. Directors’ Report: There are a lot of changes in the Directors’ Report of a Small
Company. By amendment in the Companies Act, 2013, MCA has introduced the abridged
format of the Directors’ Report for a Small Company as per Rule 8A of The
Companies (Account) Rules, 2014.
2.
Annual Return (MGT-7A): Annual Return is the Form MGT-7. This is a very
lengthy form. MCA has proposed the abridged format of the Annual Return for a
Small Company, however, same is not notified yet.
*
Annual Return [MGT-7A] doesn’t require the signature of a Practicing Company
Secretary. Annual Return can be file with the ROC only with the Digital
Signature of the Directors.
3.
Secretarial Standards: From 1stJuly 2015 onwards, every
meeting of the Board of Directors and Shareholders shall be conducted in consolidation
with the provisions of the Secretarial Standards and the Companies Act, 2013.
It needs a lot of Concentration and documentation. Secretarial Standards applies
to Small Companies as well.
ANNUAL COMPLIANCES FOR A SMALL COMPANY:
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S. No.
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Forms
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Section & Rules
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Particular of Compliance
|
|
QUARTER
– I - APRIL TO JUNE
|
|
1.
|
Receipt of MBP-1
(DG)
|
184(1)
|
Form
MBP- 1
|
Every
Director of the Company in the First Meeting of the Board of Director in each
Financial Year shall disclose his interest in the other entities.
|
|
|
|
|
|
Every
Director is required to submit with the Company a 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.
|
|
2.
|
Receipt of DIR- 8
(DG)
|
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
(DG)
|
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 or made after
45 days)
· October
to March - 30th April
· April
to Sep - 31st October
|
|
4.
|
Yearly Return
(June)
(DG)
|
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.
|
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QUARTER – II - JULY TO SEPTEMBER
|
|
5.
|
Approval of Financial Statement
(DG)
|
134
|
Preparation and Approval of Financial Statement.
The auditors’ report shall be attached to every financial statement
|
|
6.
|
Directors’ Report
(DG)
|
134
Rule 8A
|
Directors’
Report shall be prepared by mentioning all the information required for the
Company under Rule 8A of The Company (Accounts) Rules, 2014 as Abridged
Directors Report.
|
|
|
|
|
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 a MD, if
there is any.
|
|
7.
|
Holding of AGM
(DG)
|
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.
|
|
8.
|
Notice of
AGM
(DG)
|
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.
|
|
9.
|
Sending of Notice of AGM
(DG)
|
101 & SS
|
Notice
of the Annual General Meeting will be sent to all the :
· Directors,
· Members,
· Auditors
· Debenture Trustees, if any
|
|
10.
|
Circulation of Financial Statement & other
relevant Doc
(DG)
|
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 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.
|
|
11.
|
Annual Form
(DG)
|
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
|
|
12.
|
Annual Form
(DG)
|
137
|
E-form:
AOC-4
|
Financial Statement: Company is required to file its
Balance Sheet along with the Statement of Profit and Loss Account, Directors’
Report and Auditors’ Report in this form within 30 days of holding of the
Annual General Meeting.
|
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|
|
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Attachment:
Balance
Sheet, Statement of Profit & Loss Account, Directors’ Report, Auditors’ Report and the
Notice of the AGM
|
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13.
|
E- Forms Filing Requirements
Annual Form
(DG)
|
92
|
E-form:
MGT-7A
|
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.
Attachment:
·
List of Directors
· List of
Shareholders
|
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QUARTER – IV - JANUARY TO MARCH
There is no mandatory compliance for this quarter.
|
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14.
|
Board Meetings
(DG)
|
173 &
SS-I
|
Every
Small Company shall hold a minimum number of Two meetings of its Board of Directors every year in such a
manner that Minimum gap between the two meetings should not be Less than 90
(Ninety) days.
|
|
15.
|
Maintenance of Statutory Registers
(DG)
|
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
|
|
16.
|
Appointment of Auditor
(DG)
|
139
|
E-form
ADT-1
|
The Auditor will be appointed for 5
(Five) years and form ADT-1 will be filed for 5-year appointment within 15
days of the Annual General Meeting.
|
|
Above mentioned 16 (Sixteen) Compliances are
mandatory annual compliances for the Small Company.
Except above 16 (Sixteen), there may be
event-based compliances for the Small Company.
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Author – CS
Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from
Delhi and can be contacted at csdiveshgoyal@gmail.com).
Disclaimer: The entire
contents of this document have been prepared based on relevant provisions and
as per the information existing at the time of the preparation. Although care
has been taken to ensure the accuracy, completeness, and reliability of the
information provided, I assume no responsibility, therefore. Users of this
information are expected to refer to the relevant existing provisions of
applicable Laws. The user of the information agrees that the information is not
professional advice and is subject to change without notice. I assume no
responsibility for the consequences of the use of such information.
IN NO EVENT SHALL I SHALL BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM,
ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION