Compliance under
Companies Act, 2013
CS Manish Gupta
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Types of Compliance
1. Annual or periodic compliances.
2. Event based compliances.
3. Regular Compliance
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Overview of Companies Act, 2013
 Passed by Lok Shabha on 18-12-2012
 Passed by Rajya Shabha on 08-08-2013
 Got President Assent on 29th August 2013 &
notified on 30th August, 2013
 470 Sections (658)
 29 Chapters (13)
 7 Schedules (15)
 99 Sections were notified on 12-09-2013
 199 Sections were notified w.e.f 01-04-2014
 172 Sections Yet to be notified
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Chapter II – Incorporation of Company
 Section 5(6) - The Articles of the Company shall be in
respective forms specified in Table F (Schedule ‐ I), as may be
applicable on the Company.
 Section 12(3)(a) - Every Company shall paint or affix the name
and address of registered office and keep the same
painted/affixed, outside every office or place in which its business
is carried on, in conspicuous position and legible letters.
 Section 12(3)(c) - Every Company shall get its name, address
of registered office, CIN, telephone/fax no. (if any) and
email/website address (if any) printed on all business letters,
billheads, letter papers, Notices and other official publications.
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Chapter II – Incorporation of Company
Section 11 – Commencement of Business with in 180 days.
Section 14(2) - Every alteration of Articles shall be filed with
Registrar within 15 days of alteration, together with copy of altered
Articles.
Section 15(1) - Every alteration made in MOA and AOA shall be
noted in every copy thereof.
Section 20(1) – Service of Documents to Companies & ROC
(Speed Post, Registered Post, Courier Service, by hand or by
electronic means)
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Chapter IV – Share Capital & Debentures
Section 56(1) – Transfer of Shares – Transfer Deed SH - 4.
Section 56(4) – Delivery of Certificates.
To Subscribers
On Allotment of Shares
On Transfer of Shares
On issue of Debentures
Section 71 – Issue of Debentures – PAS – 3.
Application Money Received before 31-03-2014 – Status &
Compliances
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Chapter V – Deposits
Section 74(1) –Deposits accepted before commencement of the
Companies Act, 2013.
Section 76 – Acceptance of Deposits by Companies :
Unsecured loan from Directors
Credit Rating from the Specialized Agency
Deposit Insurance
Rule 16 – Return of Deposits - DPT – 3 upto 30th June.
Eligible Companies : Having Net Worth <100 cr or turnover <
500 Cr and passed & filed with ROC, a Special Resolution in this
regard, before making any deposits.
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Chapter VI – Charges
Section 77(1) – Registration of Creation & Modification of
Charge upto 300 days by the Company / Lender.
Section 82 (1) – Registration of Satisfaction of Charge.
Section 2(16) - Charge - means an interest or lien created on
the property or assets of a company or any of its undertakings or
both as security and includes a mortgage.
Whether Required on Vehicle Loan or not???
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Chapter VII – Management & Administration
Section 88 Read with Rule (3) –Register of Members from the
date of registration shall be in Form No. MGT‐1 – 6 months from
date of commencement of rules.
Section 88 Read with Rule (5) – Entries to be made in 7 days.
Section 88 Read with Rule (8) – All entries in Register to be
authenticated by CS and Date of Board Resolution authorizing the
same to be mentioned.
Section 88 Read with Rule (5)(2) – Registers to be kept at the
Registered Office unless SR for with in the city or to any other
place in India, if more than 10% of members resides.
Section 88 Read with Rule (6) – Index of Members.
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Chapter VII – Management & Administration
Section 92(1) – Annual Return to be prepared in Form No.
MGT‐7 to be filed with ROC within 60 days of Annual General
Meeting having details upto the closure of financial year.
To be signed by a Director and CS of the Company. For all
Companies except Small & OPC Companies.
Section 92(2) read with Rule 11 – All Listed Companies or
companies having PUC of 10 cr or turnover of 50 cr, shall be
certified by PCS in Form MGT - 8.
Section 92(3) read with Rule 12 – Extract of the Annual Return
in Form MGT – 9, shall be attached with Board Report.
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Chapter VII – Management & Administration
Section 384(2) : Section 92 shall apply on Foreign Companies,
Annual Return to be filed in Form FC – 4 in 60 days.
Section 94 Read with Rule (15) –Preservation of Records &
Registers at Registered Office
Register of Members
Other Registers & Returns
To maintain at any other place in India :
More than 1/10 shareholders
Special Resolution
Advance intimation to ROC
Section 102 (1) – Explanatory Statement to have interest of all
directors / KMP / & their relatives.
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Chapter VII – Management & Administration
Section 103 - Quorum : For Private Limited - 2 Members
Section 103 - Quorum : For Public Limited
5 Members upto 1000 members
15 Members upto 5000 members
30 Members more than 5000 members.
Section 120 Read with Rule (27) – Maintenance of Document,
Records, Registers & Minutes in electronic form.
Section 121 Read with Rule (31) – Report on Annual General
Meeting with in 30 days to ROC in Form MGT – 15.
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Chapter X – Audit & Auditors
Section 138 – Internal Auditor With in 6 months
For Listed Companies
For Public Companies (50 CR / 200 CR / 100 Cr / 25 cr)
For Private Limited Companies (200 CR / 100 Cr)
Section 139 – Appointment of Auditors
First Auditor to be appointed in 30 days.
Casual Vacancy - in 30 days & to be confirmed in GM
with in 3 months.
Prior Approval of Audit Committee (10 CR/100CR / 50CR)
Section 140 – Auditors to File ADT – 3 with in 30 days of
resignation.
Section 144 – Auditor not to render services. Comply by 31/03.
Section 146 – Auditor to attend Annual General Meeting.
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Thank You
Make Presentation much more fun
CS Manish Gupta
09212221110
manish@rmgcs.com
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