Annual Compliance Calendar
SECTION
8 COMPANY
Dated: April 11, 2024,
Editorial No 901
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 of 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 Companies have been increased. But 5th June 2015 and
13th June 2017 notification have been provided “EXEMPTIONS” to the Section
8 Companies.
Meaning of Section 8 Company:
Under sub-section (1) of this section a
person or an association of persons proposed to be registered under this Act as
a limited company must—
a)
Have
in its objects the promotion of commerce, art, science, sports, education, research,
social welfare, religion, charity, protection of environment or any such other
object
b)
Intend
to apply its profits, if any, or other income in promoting its objects; and
c)
Intend
to prohibit the payment of any dividend to its members.
d)
Important Features of Section 8 Companies:
A Section 8 company
comprises of the following distinct features that most other kinds of companies
do not have:
i.
Charitable objectives: Section 8 companies do not
aim to make profits. Their objectives are purely charitable in nature. They aim
to further causes like science, culture, research, sports, religion, etc.
ii.
No minimum share capital: Section 8
companies, unlike all other companies, do not require a prescribed minimum
paid-up share capital.
iii.
Limited liability: Members of these companies
can only have limited liability. Their liabilities cannot be unlimited in any
case.
iv.
Government license: Such companies can
function only if they have the Central Government’s license. The Government can
revoke this license as well.
v.
Privileges: Since these companies
possess charitable objectives, the Companies Act has accorded several benefits
and exemptions to them.
vi.
Firms as members: Apart from individuals
and associations of persons, Section 8 also allows firms to be members of these
companies
ANNUAL COMPLIANCES FOR
S. No.
|
Forms
|
Section & Rules
|
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 other entities.
|
|
|
|
|
Every Director is 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.
|
2.
|
Receipt of
DIR- 8
(DG)
|
164(2)
143(3)(g)
|
Form
DIR - 8
|
Every Director of the Company in each
Financial Year will file with the Company disclosure of non-disqualification.
|
3.
|
Half
Yearly Return
(DG)
|
Section
405
|
MSME-1
|
Delay in the Payment to the MSME Vendor: Company have to file this return half
yearly in respect of the pending payments to MSME vendors as at end of half
year.
April to Sep
- 31st October
October to March
- 30th April
|
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.
|
Annual
Form- Return of Deposit
(June0
(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 the return of Deposit and
Particulars not considered as Deposit as on 31st March.
|
QUARTER – II - 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 Act.
|
|
|
|
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.
|
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.
|
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.
|
10.
|
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.
|
11.
|
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.
|
12.
|
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
|
13.
|
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
|
14.
|
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.
|
15.
|
Certification
of Annual Return
(DG)
|
92
|
MGT-8
|
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
|
16.
|
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 the two
meetings should not be more than 120 (One hundred twenty) days.
|
17.
|
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
|
18.
|
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 18 (Eighteen) Compliances are mandatory annual
compliances for the Section 8Company.
Except above 18 (Eighteen), there may be event-based compliances for
the Section 8Company.
|
|
|
|
|
|
|
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