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Companies Act Compliances

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Mandatory
Compliances
COMPANIES ACT, 2013
THRESHOLD LIMITS – COMPANIES ACT, 2013
Applicability
Private Company
1. Small Company Sec 2(85)
Threshold
Applicability
2. Acceptance of Deposites Sec 76 & CG
Rules
PUC- Upto RS. 2 Cr
TO- Upto Rs.20 Cr
Public Company
NW- Not Less Than Rs. 100Cr
Threshold
TO- Not Less Than Rs.20Cr
GM- Special Resolution
Applicability
Private Company
Listed Company
Public Company
3. Annual Return Sec 92(2) & Rule
11
1. Small Company & OPC-Fprm MGT-7A
Threshold
2. Every Other Company – form MGT-7
3. Listed + Other = Form MGT-8 (PCS Certification)
PUC-Rs. 10 Cror more
TO- Rs. 50 cr or more
Applicability
4. Formal Annual Evalution
Sec 134(3)(p) & Rule 8(4)
Threshold
Public Company
Listed Company
1. Every Listed Company
2. PUC- Rs. 25 Cr or more
Applicability
Every Company
5. Corporate Social Responsibility
Sec 135
Threshold
TO-Rs. 1000 Cr or more
NW- Rs. 500 cr or more
NP- 5 Cr or more
Applicability
Listed & Its Indians
Subsidiaries
All Companies
6.XBRL Applicability
Sec 138 & Rule 13
1. Every Listed Company
Threshold
2. PUC- Rs. 5 Cr or more
3. TO – Rs. 100 Cr or more
4. FS as per Ind AS Rules
Applicability
1. Listed Company
2. Unlisted Company
3. Private Company
7. Internal Auditor Sec 138 & Rule
13
1. Every Listed Company
2. Unlisted Public Company
Threshold
PUC-Rs 50 cr or more, TO- Rs 200cr or more
O/s Loans or borrowings –exceeding Rs 100 cr, O/S Deposits-Rs
25 cr or more
3. Private Company
TO – Rs 200 cr or more
1. Listed Company
Applicability
2. Unlisted Company
3. Private Company
8.Appointment of Auditors
Sec 139 Rule 5
1. Every Listed Company
2. Unlisted Public Company
Threshold
PUC-Rs 50 cr or more
3. Private Company
PUC-Rs 50cr or more
4.All companies
Applicability
9. Women Director
Sec 149 & Rule 3
Threshold
1. Listed Company
2. Private Company
1. Every Listed Company
PUC-Rs 100 cr or more,
TO – Rs 300 cr or more
Applicability
1. Listed Company
2. Private Company
10. Independent Director
Sec 149 Rule 4
1. Every Listed Company
Threshold
PUC-Rs 10 cr or more,
TO – Rs 100 cr or more
O/s Loans/ Deposites-exceeding Rs 50
Cr
Applicability
11. Vigil Mechanism
1. Listed Company
2. Private Company
3. Unlisted Company
Sec 177(9) & Rule 7
Threshold
Applicability
1. Borrowings- More than 50cr
2. Companies accepting Deposits from Public
1. Listed Company
2. Public Company
12. Audit Committee
Sec 177 Rule 6
1. Every Listed Company
Threshold
PUC-Rs 10 cr or more,
TO – Rs 100 cr or more
O/s Loans/ Deposites-exceeding Rs 50
Cr
13. Nomination and Remuneration
Committee
Sec 178(1)
Applicability
1. Listed Company
2. Public Company
1. Every Listed Company
Threshold
PUC-Rs 10 cr or more,
TO – Rs 100 cr or more
O/s Loans/ Deposits-exceeding Rs 50 Cr
Applicability
Every Company
Threshold
Company Having more
than 1000 security holders.
14. Stakeholders Relationship
Committee
Sec 178(5)
15. Appointment of
MD/CEO/Manager/WTD,CS &
CFO
Sec 203 & Rule 8
Applicability
Threshold
1. Listed Company
2. Public Company
1. Every Listed Company
PUC-Rs 10 cr or more
Applicability
Private Company
Threshold
PUC Rs. 10 cr or more
16. Appointment of CS
Sec 203 & Rule 8A
1. Private Company
Applicability
2. Listed Company
3. Public company
17. Secretarial Auditor
1. Every Listed Company
Sec 204 & Rule 9
2. Public company:
Threshold
PUC-Rs. 50 cr or more, TO- Rs.
250 Cr or more
3. Every Company:
O/s Loans/Borrowings-RS100 Cr
or more
Abbreviations:

PUC- Paid up Capital

TO- Turnover

O/s- Outstanding

N/W- New Worth

NP- New Profit

GM- General Meeting

Ind As- Indian Accounting Standard

MD- Managing Director

WTD- Whole time Director

CS- Company Scretary

CEO- Chief Executive officer

CFO- Chief Financial Officer
CORPORATE SECRETARIAL
KYC form for all
directors
DIR-3 KYC
Annual
30th September
CORPORATE SECRETARIAL
Return of deposit to
be filed with the
Registrar
Annual
DPT-3
30th June
CORPORATE SECRETARIAL
Half-yearly return for
informing outstanding
payment to micro and
small vendors
Half-Yearly
MSME-1
30th April
30th October
CORPORATE SECRETARIAL
Return to the Registrar in
respect of declaration
regarding Significant
Beneficial Ownership
BEN-2
N.A.
Within 30 days from the
date of receipt of
declaration in Form BEN-1
CORPORATE SECRETARIAL
Filing of Financial
Statement with Registrar of
Companies (ROC)
AOC-4
Annual
Within 30 days of AGM
(last date for AGM is 30th
September)
CORPORATE SECRETARIAL
Filing of Consolidated
Financial Statements &
other documents with
Registrar of Companies
(ROC)
AOC-4 CFS
Annual
Within 30 days of AGM
(last date for AGM is 30th
September)
CORPORATE SECRETARIAL
Filing of XBRL documents in
respect of Financial
Statements & other
documents with Registrar
of Companies (ROC)
AOC-4 XBRL
Annual
Within 30 days of AGM
(last date for AGM is 30th
September)
CORPORATE SECRETARIAL
Submission of Secretarial
Audit Report
Form MR-3
Annual
Submitted with Board
Report along with AOC-4
(XBRL)
CORPORATE SECRETARIAL
Annual Return
MGT-7
Annual
Within 60 days of AGM
(last date for AGM is 30th
September)
CORPORATE SECRETARIAL
To be filed by a listed company or a
company having paid-up share capital
of INR 10 Crore or more or turnover
of INR 50 Crore or more (certified by
a Company Secretary in practice)
MGT-8
Annual
To be filed along with MGT-7
CORPORATE SECRETARIAL
Filing of Resolutions and agreement
to the Registrar of Companies (ROC)
MGT-14
Event Based
Within 30 days of passing of
Resolution
CORPORATE SECRETARIAL
Notice to Registrar by Company for
appointment of Auditor. (Usually
auditor’s appointment is confirmed
during AGM)
ADT-1 (If Applicable)
N.A.
Within 15 days of appointment of
Auditor
CORPORATE SECRETARIAL
Form of intimation of appointment of Cost
Auditor by the Company to Central
Government (Within 30 days of the Board
Meeting in which such appointment is
made or within a period of 180 days of the
commencement of the financial year
whichever is earlier)
CRA-2
Event Based
Within 30 days of the Board Meeting
CORPORATE SECRETARIAL
Form for filing Cost Audit Report to
the Central Government
N.A.
CRA-4
Within 30 days from Cost Audit
Report
CORPORATE SECRETARIAL
Form for Reconciliation of Share
Capital Audit Report on half yearly
basis
Half-Yearly
PAS-6
60 days from the date of the
conclusion of each half year
CORPORATE SECRETARIAL
Annual Return of LLP
Annual
LLP-11
30th May
CORPORATE SECRETARIAL
Statement of Accounts and Solvency
Annual
LLP-8
30th October
MBP-1
Disclosure of Directors Interest by Directors
Directorship of
other Company
MBP-1(Disclosure
of Directors Interest
by Directors)
Every Director in First
Board meeting in each
financial Year, required to
file MBP-1, whenever
there is change in his
interest from earlier
MBP-1
Partnership
firm where
he/she is
partner
Shareholding of
more than 2%
in other
Company
List of Relatives
of Director
DIR-8
Disclosure of Non Disqualification by Directors
Form DIR-8 (Disclosure of
Non-Disqualification by
Directors- Form DIR -8)
Every Director of the
Company in every first Board
Meeting of the relevant f.y
will file the disclosure of
non- disqualification
MSME-1
Delay in payment to MSME Vendor
Form – MSME -1 ( Delay
in Payment to MSME
Vendor)
This half yearly
return is filed in
respect of
pending
payments to
MSME vendors
 April to Sept30th October
 October to
March30th April
All outstanding
dues of more than
45 days payable to
micro or small
enterprises
DIR -3
KYC of Directors
Form DIR -3 KYC and Web
KYC of all Directors
Requires
verification of
email OTP and
mobile OTP both
at time
On or before
30th
September
every Year
for all
Directors
DPT-3
Return of Deposit
Form DPT-3 ( Return of
Deposits)
Companies are
required to furnish
information about
deposits or
Outstanding receipt
of loan or money
other than deposits
On or before 30th
June in respect of
return of deposit
Section 134
Circulation of Financial Statements & Directors’ Report
Circulation of Financial
Statement & other
relevant Documents
Director’s Report, Sec 134,
shall be signed by the
Chairperson authorized by
Board, if not than MD , if
any
Company shall send to the Members of the Company approved
Financial Statement, Director’s Report and Auditors’ Report at least
21 clear days before the date of AGM
Section 101
Notice Of AGM
Agenda where shareholders’ approval required;
• Appointment of Auditors (if term expires)
• Directors ( if appointed during the year/
Rotation of Director)
Last date
30/09/2021
AOC-4
Financial Statements
Company is required to file B/sheet
and P&L A/c, Cash flow statement,
Director’s Report and Auditors’
Report within 30days of holding
AGM
XBRL Filling:
If paid up capital is more than
Rs. 5 Cr.
Turnover is more than Rs. 100 Cr.
Due date Filling within 30days
of AGM.
Due date of AGM;
30th sept
MGT-7
Annual Return
Annual Return requires all dates
of Board Meetings and name of
Directors present in the
meetings.
If Company has website
Annual Return ( MGT-9)
requires to be placed on
website of the Company.
Penalty- Rs
100/- per day
from date of
failure of return
Last date- filing
within 60days of
AGM Last date of
AGM, i.e. 30th
sept
MGT- 8
Report from PCS
Private Company having
paid up share capital of Rs.
10 Crore or more or
turnover of Rs. 50 Crore or
more shall be certified by
a CS in Practice
Filing requires with Annual
Return MGT-7. Certificate
MGT-8 with UDIN number
DIR -12
Appointment/Resignation/Change in Designation
If there is change in
designation of Director at
the AGM or Appointment
or Resignation of Director
If additional director
appoints as a director, then
it shall regularize the
person as director in GM by
passing Shareholder
Resolution
Due date of
filing within
30days of
meeting
ADT-1
Appointment of Auditor
It is filed by every company
to intimate the ROC about
the appointment of
Auditor after AGM
Auditor will be
appoint for 5 years
and this form is filed
for the respective
period
When Shareholder
will ratify the
Auditor in AGM, no
need to file ADT-1
Form ADT-3,
Resignation by
Auditor
Within 15 days
of Auditor
appointment
MGT-14
Filing Special Resolution
• Filing of resolutions with the ROC
regarding Board Report and
Annual Accounts
• Special Resolution passed in AGM
Due date within 30
days of AGM
Sec -90( Form- BEN-2)
Return to the Registrar in respect of declaration under sec 90
Form BEN-2( Details of
Significant Beneficial)
Owners)
Form BEN -3( Register of
Beneficial owners
holding significant
beneficial Interest)
30 days from the date of receipt
of declaration ( BEN-1)
Form BEN -4 ( Notice to
members seeking
information)
Sec 203
Appointment of Company Secretary
Private Company having paid up
Share capital of Rs 5 Crore or
more required to appoint Whole
time Company Secretary
Within 30 days from
resolution passed in
meeting
Maintenance of Statutory Register
Company will maintain the following mandatory Registers
Register of
Director
Register of
Director
Shareholding
Register of
Members
Register of
Transfer
Register of
Related
Party
Transaction
Sec -173 & SS-1
Board Meetings
Every Company shall hold a
minimum number of 4 Board
Meetings
Notice of Board meeting must be
given 7 days prior to the meeting
Maximum Gap between the 2
meetings should not be more
than 120 days
Quorum should be 1/3rd of total
number of Director of the Company
or two whichever is higher
Sec 101 & SS-II
Notice of AGM

Every notice of AGM shall be prepared as per sec 101 & Secretarial
Standard -II and

the Quorum for the meeting of the company shall be 2 members
present
EVENT BASED
COMPLIANCES
AS PER COMPANIES ACT, 2013
Event Based Compliance

These are triggered based on happening of certain events.

In case of non-compliance or even missed deadlines there can be
penalties or additional fees.

Events should be tracked and compliances met with on time.
1. Change in Director/ KMP
Change in Director/
DIR -12 should be filed
ChangeKMP
in Director
Within 30days of the
change in directors or
KMP
2. Increase in Authorized Share Capital
Increase in
Authorized
Share
Change
in Director
Capital
SH- 7 should be filed
Within 30days from the
date of passing of the
ordinary resolution
3. Increase in Paid- up Share Capital
Increase in Paid- up
PAS-3 should be filed
Change
in Director
Share Capital
Before end of 15 days
from the date of
allotment of the share
capital
4. Change in Registered Office
Change
in
Change
in Director
INC-22 should be filed
Registered Office
Within 15 days from the
change in registered
office
5. Change in Secured Borrowing ( Creation/ modification and satisfaction of charge)
.Change
Change in Secured
Director
Borrowing
CHG-1 should be filed
Within 30 days from the
creation or modification
of any kind of charge
6. Change of name of Company
Change
of
Changeofinname
Director
Company)
INC-24 should be filed
Within 60 days from the
application in INC -1
7. Conversion of Company
Change
of
Changeofinname
Director
Company
INC-27 should be filed
Within 30days of change
8. Revision in payment of remuneration to Managing or WTD
Revision in payment
Change in Director
of remuneration to
Managing or WTD
Board Resolution passed
for revision in payment,
MGT-14 shall be filed
Within 30 days of passing
such resolution
9. Appointment/ Resignation of Auditors
Appointment/
Change in Director
Resignation of
Auditors
ADT-1 Shall be filed
Within 30 days of
Appointment
10. Declaration of Dividend
Declaration
of
Change
in Director
Company shall recommend in
General Meeting the amount of
dividend which it can decide in
Board Meeting.
Dividend
The resolution for Dividend in the
Notice of General Meeting shall
be mentioned by the company
It must be paid within 30 days
once the dividend is declared.
11. Transfer of unpaid/unclaimed dividend to IEPF
Transfer of
Change in Director
unpaid/unclaimed
dividend to IEPF
SH-2 shall be filed
Within 30 days of transfer
12. Repayment of Loan in full for satisfaction of charge
Repayment of Loan
Change in Director
in full for satisfaction
of charge
CHG-4 shall be filed
Within 30days of
satisfaction of charge
13. Transfer of Shares
Change in Director
Form- SH-4 shall be filed
Transfer of Shares
Within 60 days from the
date of execution of
share transfer agreement
14. Creation /modification of Charge
Creation
Change in Director
/modification of
Charge
Form CHG -1 shall be filed
Within 30 days from the
Creation or modification
of any kind of charges
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