Annual Compliance Calendar - Companies Act, 2013 PUBLIC LIMITED COMPANY Series- 484


Annual Compliance Calendar - Companies Act, 2013
PUBLIC LIMITED COMPANY

BACKGROUNGD:

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.

After commencement of Companies Act, 2013 from 01st April 2014 Compliance requirement of Companies has been increased Like: MSME-1, BEN-2, Dematerialization of Shares etc. Even no exemptions are granted to Public Limited Companies under Companies Act, 2013.

Meaning of 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 ;
Detailed article on “Deemed Public Company” available on following Link

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.
Detailed article on “Demat of Shares” available on following Link http://www.csdiveshgoyal.info/2018/11/impact-of-demetralization-of-securities.html

iii.    If Cross the certain Limit of Turnover, Net worth then provisions of Secretarial Auditor shall be applicable on Public Companies.
iv.        Minimum Number of 7 members is required in Public Companies.
v.        Quorum for General Meeting shall be presence of at least 5 members.
vi.        Loan to Directors and relative of 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 Applicable on Public Limited Companies.
ix.        Remuneration to Directors are restricted as per Section 197 of Companies Act, 2013.

Major Changes are as follow:

1.       Directors’ Report: There are a lot of changes in Directors’ Report of a Public Company. For Public Company other than small Company  needs to follow Section 134 read with rules and other act compliances.
Draft of such is published on following Link:  Series 482 http://www.csdiveshgoyal.info/2019/07/draft-format-of-director-report-series.html

2.       Annual Return (MGT-7): Annual Return is Form MGT-7. This is a very lengthy form.

* Annual Return [MGT-7] of public company mandatory required signature of Practicing Company Secretary or Company Secretary in employment. Annual Return can be file with ROC with the Digital Signature of Directors and Company Secretary in employment or Practicing Company Secretary.

  §  Certification of Annual Return by Company Secretary (MGT-8):
a)     All Listed Companies
b)     Every Company having:
Ø  Paid-Up share capital of 10 Crore (Ten Crore) rupees or more or
Ø  Turnover of 50 Crore (fifty crore) rupees or more

  §  Companies EXEMPT from Signing of Annual Return from Company Secretary:
              a)     One Person Company
b)      Small company
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.

ANNUAL COMPLIANCES FOR
PUBLIC COMPANY:

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.

Annual Return of Every Public Company should be signed by Company Secretary in Practice.

4.       
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.
5.       
137
E-form:

AOC-4
Financial Statement: Company is required to file its Balance Sheet along with Statement of Profit and Loss Account, Cash flow statement, 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, Cash Flow Statement, Directors’ Report, Auditors’ Report and Notice of AGM.
6.       
Filing of Resolution with ROC
Section 117 read with 179
MGT-14
Public Company required filing this form with ROC within 30 days of approval of Directors’ Report and Financial Statement with ROC.
7.        
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.
8.       
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.

9.       
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.



10.    
Half Yearly Return
Rule 9A(3)
PAS-6
Reconciliation of Share Capital Report
Company is required to submit reconciliation share capital report with ROC audited by a practicing company secretary as at end of half year:

·         April to Sep            -            30th October
·         October to March              - 30th April

11.      
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

12.     
Directors’ Report
134
Directors’ Report shall be prepared by mentioning all the information required for 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 MD if there is any.


13.     
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.
14.    
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.
15.     
Sending of Notice of AGM
101 & SS
Notice of Annual General Meeting will be sent to following:
·         All Directors, Members, Auditors & Debenture Trustees.
16.    
Board Meetings
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. Company should hold at least 1 (one) Board Meeting every quarter of calendar year.
17.     
Maintenance of Statutory Registers
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
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 18 (Eighteen) Compliance are mandatory yearly compliances for the Public Company. Except above 18 (Eighteen), there may be event-based compliances for the Public Company.

LIMIT BASED ANNUAL COMPLIANCES FOR
PUBLIC  LIMITED COMPANIES:
Detailed article on “Applicability of Provisions of Companies Act” is published on below lInk: http://www.csdiveshgoyal.info/2017/11/applicability-of-companies-act-2013.html
S. No.

Section & Rules
Particular of Compliance
19.     
E- Forms Filing
Requirements
196
MR-1
Return of appointment and re-appointment of Managing Director or Whole Time Director or Manager or KMP.
20.   
149
DIR- 12
Appointment of Independent Director.
21.     
149
DIR- 12
Appointment of Women Director.
22.   
138
MGT-14
Appointment of Internal Auditor.



23.   
Secretarial Audi
205

All below mentioned Company are required to get Secretarial Audit of the Company from the Practicing Company Secretary and repot of PCS will be part of Directors’ Report (MR-3).
a)     All 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

(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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