Annual Compliance
Calendar -
DEEMED PUBLIC
LIMITED COMPANY
Dated: April 17, 2024,
Editorial No 907
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.
Even no
exemptions have been granted to the Deemed 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;
A. Deemed Public? How to
check?
“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”;
Check
points:
i.
Subsidiary of a Public Company
ii.
Continue with the restrictions mentioned
in clause 68 of section 2
As per provision of
‘Deemed Public Company’ if a private Limited Company is subsidiary of Public
Company will be considered as Deemed Public Company.
Date of becoming a deemed Limited Company
The private company
becomes deemed limited immediately upon, became subsidiary of public Company.
B. Restrictions! Deemed
Public: -
All the provisions of
Public Company applicable on deemed public Company except following below given
restriction as mentioned in Article of Association of Company:
i.
Restricts the right to Transfer its shares;
ii.
Limits the number of its Members to Two Hundred:
iii.
Prohibits any Invitation to The Public to subscribe for any securities of
the company;
Along with provisions
applicable on public Company it has to comply with the restriction mentioned
above.
ANNUAL COMPLIANCES FOR
DEEMED 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 Transfer
Registers 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.
|
|
|
|
|
|
|
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