Annual Compliance Calendar - Companies Act, 2013 SMALL COMPANY - Series - 477



Annual Compliance Calendar - Companies Act, 2013
SMALL COMPANY
BACKGROUND:

In this Flash editorial, the author begins by referring the provisions of Companies Act, 2013 read with all Amendment Acts and rules mentioned there under till Companies (Amendment) Act, 2019.

As per latest amendments, Companies requirements for compliances have been changed in comparison of 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 fifty lakh rupees or such higher amount as may be prescribed which shall not be more than Ten Crore Rupees
AND
  1. Turnover as per profit and loss account for the immediately preceding financial year does not exceed two 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
ii.  If a Company doesn’t cross above mentioned limits, however such company is holding or subsidiary of any other company can’t be considered as Small Company.
iii.    A Public Company can’t be Small Company.
iv.   A Section 8 Company can’t be Small Company
v.   For a small company, both conditions to be fulfilled the paid up capital should not exceed Rs. 50 Lac or the turnover as per last statement of profit & loss should not exceed Rs. 2 Crore. If any of the given limits crossed at any point of time such Company shall be out of preview of 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 Thus the benefits which are available during a particular year may stand withdrawn in the next year and become available again in the subsequent year.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 Directors’ Report of a Small Company. By amendment in Companies Act, 2013 MCA has introduced abridged format of Directors’ Report for Small Company.

2.       Annual Return (MGT-7): Annual Return is Form MGT-7. This is a very lengthy form. MCA has proposed abridged format of Annual Return for Small Company however, same not notified yet.
* Annual Return [MGT-7] doesn’t required signature of Practicing Company Secretary. Annual Return can be file with ROC with only  the Digital Signature of Directors.

3.      Secretarial Standard: From 1stJuly 2015 onwards, every meeting of Board of Directors and Shareholders shall be conducted in consolidation with the provisions of Secretarial Standards and Companies Act, 2013. It needs a lot of Concentration and documentation. Secretarial Standard is applicable on Small Companies also.


S. No.

Section & Rules
Particular of Compliance
1.         
Receipt of MBP-1
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 change in his interest from the earlier given MBP-1.
2.       
Receipt of DIR- 8
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.       
E- Forms Filing Requirements

Annual Form
92
E-form:

MGT-7
Annual Return: Every Small Company will file its Annual Return within 60 days of holding of Annual General Meeting.

Annual Return will be for the period 1st April to 31st March.
4.       
137
E-form:

AOC-4
Financial Statement: Company is required to file its Balance Sheet along with Statement of Profit and Loss Account, Directors’ Report and Auditors’ Report in this form within 30 days of holding of Annual General Meeting.
Attachment:
Balance Sheet, Statement of Profit & Loss Account, Directors’ Report, Auditors’ Report and Notice of AGM.
5.       
Annual Form
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.
6.       
Event Based Form
Section 90
BEN-2
Disclosure of Significant Beneficial Owner: Company shall file BEN-2 within 30 days of receipt of BEN-1 from Share holder.

Note: On regular basis company have to check whether there is any SBO in company due to change in its shareholding or due to change in shareholding of body corporate members.


7.        
Annual Form
Rule 12A
DIR-3 KYC
KYC of Directors: All the Directors of company shall file this form on or before 30th September every year for all the directors of the Company.
8.       
Half Yearly Return
Section 405
MSME-1
Delay in Payment to MSME Vendor: Company have to file this return half yearly in respect of pending payments to MSME vendors as at end of half year.
·         April to Sep            -            31st October
·         October to March              - 30th April
9.       
Directors’ Report
134
Directors’ Report shall be prepared by mentioning all the information required for Small Company under Rule 8A of Section 134.
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 MD if there is any.
10.    
Circulation of Financial Statement &other relevant Dox
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 AGM called on shorter notice then above mentioned documents shall be circulated on such shorter period.

For holding of AGM on shorter notice companies need to take the proper approvals  as per the Act.
11.      
Notice of
AGM
101 & SS-II
Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.



12.     
Sending of Notice of AGM
101 & SS
Notice of Annual General Meeting will be sent to following:
·         All Directors, Members, Auditors & Debenture Trustees.
13.     
Board Meetings
173 &
SS-I
Every Company shall hold a minimum number of Two Meetings of its Board of Directors every year in such a manner that Minimum Gap between both the meetings not less than 90 (Ninety) days.
14.    
Appointment of Auditor
139
E-form
ADT-1
Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for 5-year appointment within 15 days of Annual General Meeting.

Above mentioned 14 (Fourteen) Compliances are mandatory yearly compliances for the Small Company. Except above 14 (Fourteen), there may be event-based compliances for the Small Company.

(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 on the basis of 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 a professional advice and is subject to change without notice. I assume no responsibility for the consequences of 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

  

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