Public Limited Company Compliances & Filings
The public company can be listed Company or unlisted company. The Public Companies are bound to follow the annual and periodic compliances as prescribed under the Companies Act, 2013.
In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies are under obligation to adhere to all the applicable compliances within the specified due dates. Any non-compliance on part of companies often results in heavy penalties. It is a good practice to keep a track of the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.
Under the Companies Act, 2013 there are various compliances to be done on a time to time basis. For a better understanding of the same we have categorized the various Compliances on the following basis:
(a) Event-based compliances: Compliance to be done on the occurrence or happening of a certain event, like Filing of E- form INC-22 on shifting of Registered Office of the Company.
(b) Time-based compliance: Compliances to be done on an annually, half-yearly, quarterly basis, like Filing of E- form AOC-4 and MGT-7.
(c) Specific Criteria based Compliance: Some compliances are based on paid-up share capital, turnover or any other specific requirement like the requirement to file E-Form AOC-4 (XBRL), Appointment of Company Secretary, etc.
A end to end hand holding for your annual requirements is what we have in this plan. TAXAJ will assist you in matters like drafting, appointing, filling and much more.
It Usually takes 5 to 7 working days.
- Accounts Management
- Taxation & Compliance Management
- Secretarial services of preparing board resolution, post AGM
- Yearly filing of MGT-7, AOC-4 for Pvt Ltd Company
- Disclosure of Interest by director (Form MBP-1)
- Assistance in appointment of Auditor, if required
- Companies want to comply to the Annual Compliance as mandated my ROC/MCA
- Purchase the plan
- Share the documents/details as requested by us.
- We shall prepare the documents as required & get signed by you.
- Prepare the form as applicable & file it.
- Bank Statement of the Company along with mentioning nature & party to whom paid or received (If not already audited & needs to be audited by us)
- Shareholders & Shareholding Details of the company. (Including any transfer of shares, if any)
- Bank Account Number & IFSC of All Active Bank Accounts.
- Resignation Letter from Previous Auditor & Challan of Form ADT-3, if any
- DSC Tokens of the Directors.
- Email & Contact Number of the Company
- Copy of MoA, AoA, COI
- Copy of board resolution
- List of shareholders with holdings
- Details of board composition
- Last year's tax return
- Particulars of penalties or compounding offences (if applicable)
Choose From The Wide Array of Compliances
Summarised Chart of Compliances for Public Company
Summarised Chart of Compliances for Public Company
| Compliances | Description | Due Date | Link |
|---|---|---|---|
| Commencement of Business (INC 20A) | For companies registered in India after November 2019, having a share capital, it is necessary to obtain a commencement if business certificate before commencing any business or exercising the borrowing powers. In case the individual fails to obtain this certificate, there is a penalty of Rs. 50,000 for the company Rs. 1000 per day for the directors for each day of default. | Within 180 days from Incorporation | File Now |
| Statutory Auditor Appointment | If the company fails to appoint an auditor, the company won't be allowed to commence business. Also, there is a penalty of Rs. 300 per month. | Within 30 days from Incorporation | File Now |
| KYC of Directors – Form DIR – 3 KYC and Web KYC of all Directors | All the directors of the company must be filed for the DIN eKYC or DIR-3 eKYC. In DIR-3 eKYC, the Director must provide a unique personal mobile number and a personal email address. There's a penalty of Rs. 5000 in case of failure to file DIN eKYC. | 30th September | File Now |
| Disclosure of Directors Interest by Directors – 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. Directorship of other company Partnership firm where he/she is partner Shareholding of more than 2% in other Company List of relatives of Director. | First Board Meeting | |
| Disclosure of Non- Disqualification by Directors – Form DIR-8 | Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification. It is declaration that Director was not disqualified to act as Director during the FY 2020-21. (i.e. previous FY) | Every first Board Meeting of the of relevant Financial year | |
| Delay in Payment to MSME Vendor: Form MSME – 1 | Company has to file this return half yearly in respect of pending payments to MSME vendors as at end of half year. All outstanding dues of more than 45 days payable to Micro or Small Enterprises suppliers. | Half yearly Return April to Sep – 30th October October to March – 30th April | |
| Return of Deposit: Form DPT-3 | Return of deposits that companies must file to furnish information about deposits and/or outstanding receipt of loan or money other than deposits. Mandatory Auditor certificate : – if the Form is filed “return of Deposits” or “return of Deposits as well as Exempted Deposits. | 30th June of Next Year | File Now |
| Circulation of Financial Statement & other relevant Documents | 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.. | 21 Clear Days before the AGM | |
| Directors’ Report | Preparation of the Directors report will be done with all the information required under Section 134. | 21 Clear Days before the AGM | File Now |
| Notice of AGM | Include following agenda where shareholders’ approval are required; appointment of Auditors, (if term expires) Directors (if appointed during the year/ Rotation of Director). ETC as and when required event based. MD and WTD require to be re-appointed after expiry of every five years by the Shareholders. | 30th September of Next Year | File Now |
| Appointment/Resignation/Change in Designation – Form DIR-12 of Director | If there is change in designation of Director at the AGM or Appointment or Resignation of Director. Regularization of Additional Director If company wants to appoint additional director as director, then it shall regularize the person as director in General Meeting by passing Shareholder Resolution. File form DIR-12 for Change in Designation of Director along with ordinary resolution within 30 days of AGM. | Within 30 Days of Meeting | File Now |
| Maintenance of Statutory Registers. | 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. Other register as per companies act, 2013 | Every Quarter | File Now |
| 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 the two meetings should not be more than 120 (One hundred twenty) days. Notice of Board Meeting must be given 7 days prior to the meeting. Notice can be delivered either by hand, through registered post or electronic means. | Every Quarter | |
| Notice of AGM 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. | 21 Clear Days before AGM | |
| MGT-6 | Intimation of Declaration made in respect of a beneficial interest in any share. | Within 30 days from the receipt of declaration by the company | |
| BEN-2 | Return of significant beneficial owners | Within 30 days from the receipt of declaration by the company | |
| ADT-3 | Notice of resignation by the auditor | Within 30 days from the date of the resignation of CA | |
| MGT-14 | Filing of Resolutions and agreements to the Registrar | Within 30 days of the passing of resolution/entering into an agreement | |
| INC-22 | Notice of Change situation of Registered Office | Within 30 days of the change of the address | |
| PAS-6 | Reconciliation of Share Capital Audit Report (Half- Yearly) | 30th May (For Oct-Mar) 29th November (For April-Sep), | |
| IEPF-2 | Statement of unclaimed and unpaid amounts as specified in section 125. | Within a period of 60 days after the holding of AGM | |
| Income Tax Return | Income tax returns need to be filed on or before 30th September 2021 for the Financial year 2020-21. | 31st October | File Now |
| AOC-4/AOC-4 CFS/AOC-4 XBRL | The registered private limited companies must file MCA Form AOC-4 on or before 30th November 2021 for the FY2020-21. Failure to file AOC-4 will attract a penalty of Rs. 200 per day of default or delay. | 29th October or within 30 days from the annual general meeting for the FY | File Now |
| MCA Form MGT-7 | It is necessary to file MCA form MGT-7 on or before 31st December 2021 for FY2020-21. Failure to file MGT-7 attracts a penalty of Rs.200 Per day of default or delay. | 30th November or within 60 days from the annual general meeting for the FY | File Now |
| MBP-1 | Disclosure of Interest by Director | 1st Board Meeting AND whenever there is a change in the disclosures already made. | |
| Hold Annual General Meeting | For a private limited company, it is mandatory to hold an annual general meeting once a year. Companies are required to keep their AGM within six months from closing the Financial year. | 6 Months from End of Financial Year | File Now |
Compliances based on threshold limits under the Companies Act, 2013
| Provision | Applicability | Exemption | Due Date | Form no. |
| XBRL
| a) Listed Companies b) Indian Subsidiaries of Listed Companies c) Companies having Paid up Share Capital of 5 Cr. or more e) Companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015 | a)Non-Banking Financial Companies b) Banking Companies | 30 days from conclusion of AGM | AOC – 4 XBRL |
| CARO, 2020 Companies (Auditor’s Report) Order, 2020
| Every company, including a foreign company as defined in sec 2 (42). | a) A Banking Company b) An Insurance Company c) A Section 8 Company d) One Person Company e) A Small Company f) A Private satisfying the following conditions: 1) Company which is not a holding of public company 2) Company which is not a subsidiary of public company 3) Paid-up capital and reserve and surplus of not exceeding Rs. 1 crore 4) Total borrowings from any bank or financial institution at any point of time during the financial year 5) Total revenue as disclosed in Scheduled III to the Companies Act (including revenue from discontinuing operations) does not exceed 10 Crores. | NA | NA |
| Cash Flow Statement | all companies except those exempted need to prepare the Cash Flow Statement | a) One Person Company b) Small company c) Dormant company d) private company (if it is a start-up) | NA | NA |
| Internal Auditor | (a) Every listed company (b) every unlisted public company having-
(i) paid up share capital of fifty crore rupees or more during the preceding financial year; or
(ii) turnover of two hundred crore rupees or more during the preceding financial year; or
(iii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year; or (iv) outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and
(c) every private company having-
(i) turnover of two hundred crore rupees or more during the preceding financial year; or
(ii) Outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year. | Companies not falling under the criteria as specified in column C. | Annually | MGT-14 |
| Certification by a Company Secretary on Annual return | a) All Listed Companies or b) Companies with a paid-Up share capital of 10 Crore or more or c) Companies with a turnover of 50 Crore rupees or more | Companies not falling under the criteria as specified in column C. | To be annexed with E- form MGT-7(filed within 60 days from date of AGM) | MGT – 8 |
| Appointment of Company Secretary | a) All listed Companies or b) Companies having a paid-up share capital Rs. 10 Crore or more | Companies not falling under the criteria as specified in column C | Within 30 days from the board meeting in which appointment is approved. | DIR – 12 |
| Secretarial Audit | a) Every listed company b) Every public company having a paid-up share capital of 50 crore or more in an immediate preceding F.y. c) Every public company having a turnover of 250 crore rupees or more in an immediate preceding F.y. or d) Every Company having loans or borrowings from banks or public financial institutions of 100 crore rupees or more in an immediate preceding F.y. | Companies not falling under the criteria as specified in column C | Within 30 days from the board meeting in which appointment is approved | MGT-14 |
| Independent director | a) Listed company b) Public companies with paid-up share capital of Rs. 10 crore or more. c) Public companies with a turnover of Rs. 100 crore or more. d) public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.
| 1) Joint Venture
2) wholly owned subsidiary
3) Dormant Companies
| Within 30 days from the board meeting in which appointment is approved. | DIR – 12 |
| Key Managerial Personnel (other than CS) | a) All listed companies b) All those Public companies that have paid-up share capital of Rs. 10 Crore or more. | Private Companies are exempted from filing E –form MR-1 | 1) Within 30 days from the board meeting in which appointment is approved
2)In case of appointment of MD/WTTD/Manager MR-1 is also required to be filed Within 60 days from the date of appointment | 1) DIR – 12
2) MR-1 |
| Audit Committee | a) All listed Public Companies b) Public companies with paid-up share capital of Rs. 10 crore or more.c) Public companies with a turnover of Rs. 100 crore or more.d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores. | IFSC Public Companies | ||
| Nomination and Remuneration Committee | a) All listed Public Companies b) Public companies with paid-up share capital of Rs. 10 crore or more.c) Public companies with a turnover of Rs. 100 crore or more.d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores. | IFSC Public Companies | ||
| Stakeholders Relationship Committee | a) All listed Public Companies b) Public companies with paid-up share capital of Rs. 10 crore or more.c) Public companies with a turnover of Rs. 100 crore or more.d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores. | IFSC Public Companies | ||
| Women Director | a) Listed companies b) Public Companies having a Paid-Up Share Capital of Rs. 100 Crore or more; or c) Public Companies having a turnover of Rs. 300 Crore or more | Within 30 days from the board meeting in which appointment is approved. | DIR – 12 | |
| Vigil Mechanism | a) All listed companies b) The company accepting deposits from the general public; c) The companies that already have taken money from banks and public financial institutions in excess of Rs. 50 crores | IFSC Public Companies | ||
| Corporate Social Responsibility Committee | Companies Having: (a) having net worth of Rs. 500 Crores or more during the immediately preceding Financial Year (b) turnover of Rs. 1000 crores or more during the immediately preceding Financial Year (c) net profit of Rs. 5 crore or more during the immediately preceding Financial Year
| Companies not falling under the criteria as specified in column C | For F.Y. 2020-21: 31st May,2022
For F.Y. 2021-22 and onwards: As an addendum to Form AOC-4/ AOC-4 XBRL/ AOC-4 NBFC as the case may be. | CSR-2 |
Meeting Requirements
| Applicable Section | Type of Meeting | Time line for holding meeting | Exemptions/Relaxation, if any |
| Section 173 | First Board Meeting | Within 30 days from the date of incorporation | IFSC Public Companies1
IFSC Private Companies2.
OPC having 1 Director3 |
| Section 173 | Subsequent Board Meeting | Minimum 4 meetings in a year. The gap between 2 meetings should not exceed 120 days. | IFSC Public Companies1
IFSC Private Companies2.
Section-8 Companies4
One Person Company, Small Company, Dormant Company, Start-up Private Company 5 OPC having 1 Director3
|
| Section 96 | First AGM | Within 9 months from the closure of first financial Year | One Person Company |
| Section 96 | Subsequent AGM | 30th Sep (Within 6 months from the closure of the financial Year) Further the gap between 2 AGM should not exceed 15 months | One Person Company |
| Section 177 and Reg 18 of LODR | Audit Committee meeting | Minimum 4 times in a year and gap between two meetings should not exceed 120 days | All Companies except listed companies can hold the meeting as and when necessary. |
| Section 178 and Reg 19 of LODR | Nomination and Remuneration Committee meeting | At least once in a year. | All Companies except listed companies can hold the meeting as and when necessary. |
| Section 178 and Reg 20 of LODR | Stakeholders Relationship Committee meeting | At least once in a year. | All Companies except listed companies can hold the meeting as and when necessary. |
| Section 135 | CSR Committee meeting | As and when company feel necessary.
|
- IFSC Public Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year. – Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017.
- IFSC Private Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year- Exemption Notification to specified IFSC Private Companies, GSR 09 (E) dated 04.01.2017.
- Provisions of Board meeting shall not apply to an OPC having only 1 Director- Proviso to Section 173 (5).
- Section 8 companies shall hold at least one meeting within every six calendar months- Notification no. G.S.R. 466(E) dated 5th June, 2015.
- A One Person Company, small company, dormant company and a private company (if such private company is a start-up) shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days Section 173 (5)
Conclusion
By reading the above article, it is clear that after incorporation of a Public Limited Company, the compliances which are listed in Companies Act must be followed. Not following the relevant provisions may lead to a penalty. Companies Act,2013 prescribes Penalties for not complying with the Compliance Rules. The Companies will be liable to pay a heavy fine, or additionally, the directors can face the punishment of imprisonment. These regulations bring a better structure, greater Independence, and balanced checks in the functioning of a public Limited Company.
