ANNUAL COMPLIANCE CALENDAR
Multi-National Corporation (MNC)
BACKGROUND:
In this Flash editorial,
the Author begins by referring to the provisions of 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 has been increased.
But after 5th
June 2015 and 13th June 2017 “EXEMPTIONS” have been provided to the Private
Limited Companies. After all those exemptions, the status of the Private
Limited Companies under the Companies Act, 2013 more or less is equal to Status
in Companies Act, 1956.
Meaning of a
Multi-National Corporation (MNC):
A multinational
corporation (MNC) is a company that has business operations in at least one
country other than its home country and generates revenue outside of its home country.
Any company incorporate
in India as Subsidiary or wholly owned subsidiary of foreign company shall
consider as Multinational Company.
KEY
TAKEAWAYS
· Multinational corporations conduct business in two
or more countries.
· An MNC can have a positive economic effect on the
countries in which it operates.
· Investing in a multinational corporation is a way
to add international exposure to a portfolio.
· A centralized headquarters is responsible for
coordinating activities across branches.
·
The history
of MNCs finds its roots in colonialism and imperialism. One of the earliest
known MNCs in India is the British East India Company (EIC) established by the
Charter Act of 1600.
Meaning of a
Private Company:
As per
Section 2(68) “Private Company” means a Company, which by its Article, -
(I)
restricts the right to transfer its shares.
(ii)
Limits the number of its members to 200; and
(Iii)
prohibits any invitation to the public to subscribe for any securities of the Company;
Note: -
1.
Joint holders shall be counted as
one.
2.
(A) Employees holding shares; and
(b)
Person formerly in employment, who were the members during such employment and
still continue to be the members shall not be counted in the limit of 200.
Private
Limited Company can be incorporated with any amount of Capital, it may be from Rs.
2 to Rs. Infinite.
Important Features of Private Limited Companies -
Subsidiary of Company Incorporated outside India (Foreign Subsidiary):
i.
No need of
Minimum Capital Requirement
ii.
Company has
to file RBI Returns Annually i.e. FLA
iii.
The
shareholder shall be foreign Company, therefore in AGM their authorized
representative shall be present.
iv.
Have been
allowed to accept the deposits from the members without the requirement of the
offer circular and creation of deposit repayment reserve etc. Maximum of 100%
of the aggregate of its paid-up capital and free reserves (which does not
include securities premium).
v.
No Need of
filing of the Board Resolutions (MGT-14) with the ROC for the purposes
mentioned under Section 179(3).
vi.
Even if, the
Member is related then also he can vote on such resolution which is required to
pass u/s 188 in GM.
vii.
All such
Private Company must have their shares in Demat.
ANNUAL COMPLIANCES FOR
Multi National Company - MNC:
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S. No.
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Forms
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Section & Rules
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Particular of Compliance
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QUARTER
– I - APRIL TO JUNE
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1.
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Receipt of MBP-1
(DG)
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184(1)
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Form
MBP- 1
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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.
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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.
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2.
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Receipt of DIR- 8
(DG)
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164(2)
143(3)(g)
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Form
DIR - 8
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Every
Director of the Company in each Financial Year will submit with the Company
disclosure of non-disqualification.
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3.
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Half Yearly Return
(DG)
|
Section 405
|
MSME-1
|
Delay in the Payment to MSME Vendor:
Company
has 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/ made after 45
days)
· October
to March - 30th April
· April
to Sep - 31st
October
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4.
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Half
Yearly Return
(May)
(DG)
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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
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|
5.
|
Yearly Return
(June)
(DG)
|
Section 73
Rule 16
|
E-form
DPT-3
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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
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6.
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RBI Return - FLA
|
FEMA
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The FLA Return must be filed by July 15th
of each year, reflecting the financial status as of the end of the previous
March 31st.
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7.
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Approval of Financial Statement
(DG)
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134
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Preparation and Approval of Financial Statement.
The auditors’ report shall be attached to every financial statement
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8.
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Directors’ Report
(DG)
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134
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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.
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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.
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9.
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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.
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10.
|
Notice of
AGM
(DG)
|
101 & SS-II
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Every
Notice of the Annual General Meeting will be prepared as per Section 101 of
the Companies Act, 2013 and Secretarial Standard – II.
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11.
|
Circulation of Notice of AGM
(DG)
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101 & SS
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Notice
of the Annual General Meeting will be sent to all the:
· Directors,
· Members,
· Auditors
· Debenture Trustees, if any
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12.
|
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.
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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.
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QUARTER – III - OCTOBER TO DECEMBER
|
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14.
|
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.
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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
(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 Private Company (Except Small Company) should be signed by a
Company Secretary in Practice.
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16.
|
Certification of Annual Return
(DG)
|
92
|
MGT-8
|
Private 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 and attach with MGT-7.
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QUARTER – IV - JANUARY TO MARCH
There is no mandatory compliance for this quarter.
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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 the two meetings should not be more than 120 (One hundred twenty)
days.
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18.
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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
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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 5-year appointment within 15
days of the Annual General Meeting.
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Above mentioned 18 (Eighteen) Compliances are
mandatory annual compliances for the Private Company.
Except above 18 (Eighteen), there may be
event-based compliances for the Private 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