Annual Compliance Calendar - Companies Act, 2013 LISTED COMPANY - Series 527




Annual Compliance Calendar - Companies Act, 2013
LISTED COMPANY
                                                                (21st January, 2020)

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.

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, DPT-3 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

Meaning of Listed Company:
(52) "listed company" means a company which has any of its securities listed on any recognised stock exchange;

Important Features of Listed Companies:
i.        All shares should be in Demat.
ii.        Provisions of Secretarial Auditor shall be applicable on Listed Companies.
iii.        Loan to Directors and relative of Directors are strictly prohibited.
iv.        Needs to file MGT-14 for all the resolutions passed u/s 179(3).
v.        Provisions of KMP, MD and WTD Applicable on Listed Companies.
vi.        Remuneration to Directors are restricted as per Section 197 of Companies Act, 2013.
vii.        Independent Directors are mandatory to appoint.
viii.        Women Directors are mandatory to appoint.
ix.        CEO/ CFO are mandatory to appoint.


Major Changes are as follow:
1.       Annual Return (MGT-7): Annual Return is Form MGT-7. This is a very lengthy form.

* Annual Return [MGT-7] of Listed Company mandatory required signature of Company Secretary in employment. Annual Return need be file with ROC with the Digital Signature of Directors and Company Secretary in employment.

§  Certification of Annual Return by Company Secretary (MGT-8):
a)     All Listed Companies

2.       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.

ANNUAL COMPLIANCES FOR
LISTED 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 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 Listed Company should be signed by Company Secretary in Employment.
4.       
92
MGT-8
Listed Companies shall submit Certificate from Company Secretary in Practice as an attachment to MGT-7.
5.       
121
MGT-15
Report on AGM:

Company shall prepare in the Report on each AGM.
6.       
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.
7.        
Filing of Resolution with ROC
Section 117 read with 179
MGT-14
Listed Company required filing this form with ROC within 30 days of approval of Directors’ Report and Financial Statement with ROC.
8.       

Section
179(3)
MGT-14
Appointment of Secretarial Auditor

Company will file MGT-14 along with copy of Board Resolution within 30 days of Board Meeting.

9.       
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.
10.    
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.

11.      
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.



12.     
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

13.     
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.


14.    
XBRL

Every Listed Companies required preparing its Financial Statement in Extensible Business Reporting system.
15.     
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.
16.    
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.
Every Listed Company will give e-voting facility.
17.     
Sending of Notice of AGM
101 & SS
Notice of Annual General Meeting will be sent to following:
·         All Directors, Members, Auditors & Debenture Trustees.
18.    
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.
19.     
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
20.   
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.
21.     
E- Voting
108
Voting Through Electronic Means:

It is mandatory for the Listed Company to provide e-voting facility to Shareholders.
22.   
Postal Ballot
110
Voting Through Postal Ballot:

There are certain Items for which it is mandatory for the Company to provide Postal Ballot Facility.
23.   
Secretarial Audit
Section
204
All the Listed Companies are required to appoint Company Secretary for Secretarial Audit by filing e-form MGT-14
24.   
Secretarial Audit Report
205

A Listed Company is required to get Secretarial Audit of the Company from the Practicing Company Secretary and repot in form of MR-3 will be part of Directors’ Report
25.   
Internal Auditor
138
All the Listed Companies are required to appoint Internal Auditor by filing e-form MGT-14
26.   
Audit Committee
177
A Listed Company is required to constitute its Audit Committee and meetings of Committee will be as per Secretarial Standard- I.
27.    
Nomination & Remuneration Committee
178
A Listed Company is required to constitute its Nomination & Remuneration Committee and meetings of Committee will be as per Secretarial Standard- I.
28.   
Stake Holder Relationship Committee
178
A Listed Company is required to constitute its Stake Holder Relationship Committee and meetings of Committee will be as per Secretarial Standard- I.
29.   
Vigil Mechanism
178
A Listed Company is required constituting policy of vigil mechanism.
Above mentioned 29 (Twenty Nine) Compliances are mandatory yearly compliances for the Listed Company. Except above 29 (Twenty Nine), there may be event-based compliances Companies.


































































































































































































ANNUAL COMPLIANCES FOR
LISTED COMPANY – UNDER LODR:

QUARTERLY COMPLIANCE
S. No.
Regulation reference
Timeline
1
Regulation 31 (1) (b)- Shareholding Pattern
Within 21 days from the end of the quarter
2
27(2)(a) – Corporate Governance Report
Within 15 days from the end of the quarter.
3
Regulation 33 (3) (a) - Financial Results alongwith Limited review report/Auditor’s report
Within 45 days from the end of the quarter.
4
Reconciliation of share capital audit report
Within 30 days from the end of the quarter.
5
Regulation 13 (3) - Statement of Grievance Redressal Mechanism
Within 21 days from the end of the quarter.
6
Regulation 32 (1) - Statement of deviation(s) or variation(s).
-
7
(in case of deviation of proceeds of IPO from prospectus)

HALF YEARLY COMPLIANCE

Regulation reference
Timeline
1
Regulation 7 (3) - Share Transfer Agent – Compliance Certificate
Within 1 month of end of each half of the financial year
2
Regulation 40 (10) - Transfer or transmission or transposition of securities (process should complete within 15 days of receipt provided no error in documents)
Within 1 month of end of each half of the financial year


ANNUAL COMPLIANCE

Regulation reference
Timeline
1
Regulation 14 - Fees and other charges to be paid to the recognized stock exchange(s)
Within one month of end of March 31
2
Regulation 24A - Secretarial Compliance Report
within 60 days of the end of the financial year
3
Regulation 33 (3) (d) - Financial Results along with Auditor’s Report: Download Regulation
Within 60 days from the end of the financial year
4
Regulation 34(1) & 36(2) – Annual Report
Not later than the day of commencement of dispatch to its shareholders and not less than 21 days before the annual general meeting

 (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



Comments

  1. Secretarial audit report is as per section 204 read with Rule 9(1) and 9(2) of Companies (appointment and remuneration of managerial personnel) Rules 2014
    Section 205 refers to functions of Company secretary read with rule 10 of above said Rules.

    ReplyDelete
  2. If a Company is debt listed company, then whether it is mandatory to appoint secretarial auditor or not.?

    ReplyDelete
  3. Yes, It is mandatory.

    ReplyDelete
  4. Cost Auditor appointment, filing of cost audit report and DPT 3 form not covered

    ReplyDelete
  5. Can you please share private limited company annual compliance list .

    ReplyDelete
  6. You can also add provision and form filing relating to Cost Audit

    ReplyDelete
  7. Very useful sir thanks alot for this.

    ReplyDelete

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