Annual Compliance
Calendar -
PUBLIC
LIMITED COMPANY
Dated: April 11, 2024,
Editorial No 898
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 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 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 increased like MSME-1, BEN-2,
Dematerialization of Shares etc.
Even no
exemptions have been granted 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 Public Limited Companies:
i.
No need of
Minimum Capital Requirement.
ii.
All shares
should be in Demat w.e.f 02nd October, 2018.
iii.
If certain
Limit of the Turnover, Net worth is crossed then the provisions of the Secretarial
Auditor shall be applicable on the Public Companies.
iv.
Minimum
Number of 7 members is required in Public Companies.
v.
Quorum for the
General Meeting shall be presence of at least 5 members.
vi.
Loan to the
Directors and relative of the Directors are strictly prohibited.
vii.
Needs to file
MGT-14 for all the resolutions passed u/s 179(3).
viii.
Provisions
of KMP, MD and WTD are Applicable on Public Limited Companies.
ix.
Remuneration
to the Directors are restricted as per Section 197 of the Companies Act, 2013.
Major Changes are as follow:
1. 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.
2.
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.
3.
Secretarial Standard: From 1stJuly 2015 onwards, every
meeting of the Board of Directors and the Shareholders shall be conducted in consolidation
with the provisions of the Secretarial Standards and Companies Act, 2013. It
needs a lot of Concentration and documentation. Secretarial Standard applies to
the Small Companies as well
ANNUAL COMPLIANCES FOR
PUBLIC COMPANY:
|
S. No.
|
Forms
|
Section & Rules
|
Particular of Compliance
|
|
QUARTER- APRIL TO JUNE
|
|
1.
|
Receipt
of MBP-1
(DG)
|
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 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 for period more than half year)
· October
to March - 30th April
· April
to Sep- 31st October
|
|
4.
|
Half
Yearly Return
(May)
(DG)
|
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:
· October
to March - 30th May
· April
to Sep - 30th November
|
|
5.
|
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.
|
|
|
QUARTER- JULY TO SEPTEMBER
|
|
6.
|
Approval
of Financial Statement
(DG)
|
134
|
Preparation
and Approval of Financial Statement. The auditors’ report shall be attached
to every financial statement
|
|
7.
|
Directors’
Report
(DG)
|
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.
|
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.
|
|
9.
|
Filing of
Resolution with ROC
(DG)
|
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.
|
|
10.
|
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.
|
|
11.
|
Circulation
of Notice of AGM(DG)
|
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
(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 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
(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- OCTOBER TO DECEMBER
|
|
14.
|
E- Forms-
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, 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.
|
|
15.
|
E- Forms
Filing Requirements
Annual
Form
(DG)
|
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 or in employment
|
|
16.
|
Certification
of Annual Return
(DG)
|
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- JANUARY TO MARCH
There is no mandatory compliance for this quarter.
|
|
17.
|
Board
Meetings
(DG)
|
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
(DG)
|
88 and
other sections
|
Company will maintain the following mandatory Registers:
· Register of Director,
· Registers of Director Shareholding,
· Registers of Members
· Registers of TransferRegisters of Related
Party transaction etc
|
|
19.
|
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 a 5-year appointment within 15 days of the Annual
General Meeting.
|
|
Above mentioned 17 (Seventeen) Compliances are mandatory annual
compliances for the Public Company.
Except above 17 (Seventeen), 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
|
204
|
All the below mentioned Company are
required to obtain a Secretarial 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
|
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