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