Annual Compliances
Public Limited Company

Companies Act Compliances - After Incorporation

Particulars of Compliances

• Bank Account needs to be opened by Public Limited Company and the Paid up Share Capital needs to be deposited in the Current Account of the Public Limited Company.
  
  All the Companies having Share Capital registered on or after 2nd November, 2018 are required to file prescribed Form pertaining to Declaration of Commencement of Business with the ROC.

Timeline

• Within 180 days of incorporation

Section under the LLP, 2008 & the rules framed thereunder

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  Section 10A

• Dematerialisation of Shares – Allotment of Securities to the Subscribers in Demat form.
  
  Filing of Reconciliation of Share Capital Audit Report within 60 days

• Within 2 Months from the date of incorporation

• Section 56 (4) & Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

• Vide MCA Notification dated September 10, 2018, it is mandatory for every Public Company to facilitate dematerialisation of all its existing securities.
  
  Dematerialisation of Shares – Allotment of Securities to the Subscribers in Demat form

• Within 2 Months from the date of incorporation

• Section 56 (4) & Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

• A Public Limited Company shall hold its First meeting of its Board of Directors within 30 days of its incorporation.
  
  
  Must hold its First Annual General Meeting within 9 months from the close of the Financial Year.
  
  Mandatory Compliances of Secretarial Standards for calling and conducting meetings of Board of Directors and General Meetings.
  
  SS-1 – Meeting of Board of Directors
  SS-2 – General Meeting

• Gap between Board Meetings to be not more than 120 days.
  
  
  Gap between AGMs shall not be more than 15 months.

• Section 173
  
  
  
  Section 96

• A Public Limited Company shall hold its First meeting of its Board of Directors within 30 days of its incorporation.
  
  
  Must hold its First Annual General Meeting within 9 months from the close of the Financial Year.
  
  Mandatory Compliances of Secretarial Standards for calling and conducting meetings of Board of Directors and General Meetings.
  
  SS-1 – Meeting of Board of Directors
  SS-2 – General Meeting

• Gap between Board Meetings to be not more than 120 days.
  
  
  Gap between AGMs shall not be more than 15 months.

• Section 173
  
  
  
  Section 96

• Every Director of the Company in the First Meeting of the Board of Director has to disclose his / her interest in other entities by giving a notice in writing in the prescribed Form MBP-1.

• At the first Board Meeting of the Company (i.e., within 30 days of incorporation)

• Section 184 (1)

• Every Director of the Company shall file with the Company disclosure of non-disqualification for appointment as a Director.

• Within 30 days of incorporation

• Section 164

• Appointment of an Auditor and intimation of appointment to the Registrar of Companies.

• Within 30 days of incorporation by the Board of Directors at its first Board Meeting

• Section 139 (6)

• Filing of DIR KYC Form of a Director (Web DIR KYC, in case DIR KYC Form is already submitted)

• Before 30th September of immediately next financial year

• Rule 12A of the Companies (Appointment & Qualification of Directors) Rules, 2014)

• Maintenance of Statutory Register, as applicable.

• Section 46, 54, 62, 68, 73, 85, 88, 170, 186, 187, 189

• Every Company shall paint or affix the name & 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

• 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, bill heads, letter papers, Notices and other official publications.

• Section 12

Companies Act Compliances - Annually

Particulars of Compliances

• Every Director of the Company in the First Meeting of the Board of Director has to disclose his / her interest in other entities by giving a notice in writing in the prescribed Form MBP-1.

Timeline

• First Board Meeting in every financial year;
  
  In case there’s any change in the disclosures made, then at the first Board Meeting held after such change.

Section under the LLP, 2008 & the rules framed thereunder

• Section 184 (1)

• Every Director of the Company shall file with the Company a declaration of non-disqualification for appointment as a Director.

• First Board Meeting in every financial year

• Section 164

• A Public Limited Company shall hold a minimum number of 4 (Four) meetings of its Board of Directors every year.
  
  
  Must hold Annual General Meeting within 6 months from the close of the Financial Year.
  
  Mandatory Compliances of Secretarial Standards for calling and conducting meetings of Board of Directors and General Meetings.
  
  SS-1 – Meeting of Board of Directors
  SS-2 – General Meeting

• Gap between Board Meetings to be not more than 120 days.
  
  
  Gap between AGMs shall not be more than 15 months.

• Section 173
  
  
  
  Section 96

• Vide MCA Notification dated September 10, 2018, it is mandatory for every Public Company to facilitate dematerialisation of all its existing securities.
  
  Dematerialisation of Shares – Allotment of Securities to the allottees in Demat form.
  
  
  Filing of Reconciliation of Share Capital Audit Report within 60 days
  

• - Within 2 Months from the date of allotment of shares.
  - Within 1 month from the date of instrument of transfer / transmission of securities
  - Within 6 months from the date of allotment of debentures
  
  Form to be filed within 60 days from the conclusion of each half year.

• Section 56 (4) & Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
  
  
  
  
  
  Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

• Every Company eligible to receive Deposits (other than Government Company) is required to file Return of Deposits.

• On or before 30th June of every year.

• Rule 16 of the Companies (Acceptance of Deposit) Rules, 2014.

• Specified Companies are required to report Outstanding Payments to Micro or Small Enterprise in a prescribed form.
  
  Specified Companies Under section 9 of the MSME Development Act, 2006, Specified Companies are those Companies that receive the supply of goods or services from MSMEs and the payment against these supplies from MSMEs exceed 45 days from the date of acceptance (deemed acceptance) of the goods or services.

• Within 45 days from the end of each half-year.

• Section 405 of the Companies Act, 2013

• Filing of DIR KYC Form of a Director (Web DIR KYC, in case DIR KYC Form is already submitted)

• Before 30th September of immediately next financial year

• Rule 12A of the Companies (Appointment & Qualification of Directors) Rules, 2014)

• Intimation of regularisation of an Additional Director as a Director in an Annual General Meeting along with a declaration of non-disqualification for appointment as a Director.

• Within 30 days of regularisation.

• Section 161 & 152 (4)

• Filing of prescribed form for resolution passed for Special Business in AGM or EGM and agreements.
  
  In case of AGM, All business shall be deemed special, other than—
  (i) the consideration of financial statements and the reports of the Board of Directors and auditors;
  (ii) the declaration of any dividend;
  (iii) the appointment of directors in place of those retiring; (iv) the appointment of, and the fixing of the remuneration of, the auditors;
  
  In case of any other General Meeting, all business shall be deemed to be special.

• Within 30 days of passing of resolution.

• Section 117, 102

• Re-appointment of an Auditor for a term of 5 years and intimation of re-appointment to the Registrar of Companies.
  
  Filing of Form - Once in 5 years, if re-appointed for a term of 5 years;
  Rectification of re-appointment of an Auditor every year in an Annual General Meeting.
  
  Filing of Form – Every year, if re-appointed for a term of one year).
  
  Compulsory rotation of Auditors every 5 years (in case of Individual Auditor’s) and every 10 years (Max 2 term of 5 years) (in case of Firm of Auditor’s) for the following Public Limited Companies:
  
  - Having Paid Up Capital of Rs. 10 Crore or more;
  - Having Public Borrowings from Financial Institutions, Banks or Public Deposits of Rs. 50 Crore or more.
  

• Within 15 days of re-appointment

• Section 139 (1)
  
  
  
  
  
  
  
  
  
  
  
  Section 139 (2) and Rule 5 of the Companies (Audit and Auditors) Rules, 2014.

• Filing of Annual Return for the financial year 1st April till 31st March.
  
  MGT-8 to be part of Annual Return for Companies having: - Paid Up Capital of Rs. 10 Crore or more; or
  - Turnover of Rs. 50 Crore or more.

• Within 60 days from the date on which AGM is held.
  
  Time Gap between 2 AGM can not exceed 15 months.

• Section 92

• Filing of Balance Sheet along with statement of Profit and Loss Account and Director’s Report.
  
  Compulsory filing of Balance Sheet in XBRL Format for Companies having:
  - Paid Up Capital of Rs. 5 Crore or more; or
  - Turnover of Rs. 100 Crore or more.
  
  Secretarial Audit Report from a Practicing Company Secretary shall form part of Director’s Report for Companies having:
  - Paid up Share Capital of Rs. 50 Crore or more;
  - Turnover of Rs. 250 Crore or more;
  - Outstanding loans or borrowings from Banks or Public Financial Institution is Rs. 100 Crore or more.

• Within 30 days from the date on which AGM is held.
  
  Time Gap between 2 AGM cannot exceed 15 months.

• Section 137 and Rule of 12 of the Companies (Accounts) Rules, 2014.
  
  
  
  
  
  
  Section 204 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

• - Specified Matters to be included in the Board’s Report
  
  - Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and mention of the compliance under the Board’s Report.
  

• Rule 8 of the Companies (Accounts) Rules, 2014, issued under Section-134 of the Companies Act

• Appointment of a Key Managerial Personnel (KMP)
  
  Every Public Company having Paid Up Capital of Rs. 10 Crore or more shall have the following:
  1. Managing Director / CEO / Manager / Whole Time Director;
  2. Company Secretary and
  3. Chief Financial Officer

• Within 60 days of the appointment

• Section 203 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

• Compulsory Corporate Social Responsibility Committee for Companies having:
  - Net worth of Rs. 500 Crore or more; or
  - Turnover of Rs. 1000 Crore or more; or
  - Net Profit of Rs. 5 Crore or more.
  
  The Board needs to ensure that the Company spends in every financial year, at least 2% of the average Net profits of the Company made during the 3 immediately preceding financial years in accordance with its CSR Policy.

• Section 135

• Internal Audit Compulsory for Public Companies having
  - Paid Up Share Capital of Rs. 50 Crore or more;
  - Turnover of Rs. 200 Crore or more;
  - Outstanding loans or borrowings from Banks or Public Financial Institution of Rs. 100 Crore or more;
  - Outstanding Deposits of Rs. 25 Crore or more

• Section 138 & Rule 13 of the Companies (Accounts) Rules 2014.

• “Audit Committee” & “Nomination & Remuneration Committee”: Compulsory constitution of an Audit Committee and Nomination & Remuneration Committee by Public Companies having:
  - Paid Up Capital of Rs. 10 Crore or more;
  - Turnover of Rs. 100 Crore or more;
  - Outstanding loans or borrowings from Banks or Public Financial Institution of Rs. 50 Crore or more.
  
  Compulsory Constitution of Stakeholder Relationship Committee by Companies having more than 1000 shareholders / security-holders
  
  Meetings of Committee shall be conducted as per Secretarial Standard - I

• Section 177, 178 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.

• Compulsory Appointment of 2 Independent Directors by Public Companies having:
  - Paid Up Capital of Rs. 10 Crore or more;
  - Turnover of Rs. 100 Crore or more;
  - Outstanding loans or borrowings from Banks or Public Financial Institution of Rs. 50 Crore or more.

• Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

• Compulsory Appointment of a Women Director by Public Companies having:
  - Paid Up Capital of Rs. 100 Crore or more;
  - Turnover of Rs. 300 Crore or more.

• Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

• Vigil Mechanism for Directors and Employees concerned of Public Companies which:
  - Accepts deposits from the Public;
  - Have outstanding loans or borrowings from Banks or Public Financial Institution of Rs. 50 Crore or more.

• Section 177 (9) & Rule 7 of the Companies (Appointment and Qualification of Directors) Rules, 2014

• E-Voting Compulsory for Companies having 1,000 shareholders or more

• Section 108 and Rule 20 of the Companies (Management and Administration) Rules, 2014.

• Cost Records Compulsory:
  Regulated & Non-regulated Sectors having turnover of Rs. 35 Crore or more from all its products or services during the immediately preceding financial year shall include cost records in their books of accounts.
  
  Cost Audit Compulsory:
  - Regulated Sectors having turnover from all its products or services during the immediately preceding financial year is Rs. 50 Crore or more.
  - Regulated Sectors having aggregate turnover from its individual products or services during the immediately preceding financial year is Rs. 25 Crore or more.
  
  - Non-regulated Sectors having turnover from all its products or services during the immediately preceding financial year is Rs. 100 Crore or more.
  - Non-regulated Sectors having aggregate turnover from its individual products or services during the immediately preceding financial year is Rs. 35 Crore or more.
  
  Filing of Cost Audit Report with the ROC.

• Within 30 days of receipt of Cost Audit Report

• Section 148 & Rule 4 of the Companies (Cost Records and Audit) Rules, 2014.

• Internal Financial Control Reporting by Public Companies having:
  - Paid Up Capital of Rs. 25 Crore or more

• Section 134.

• Updation of Statutory Register, as applicable.

• Section 46, 54, 62, 68, 73, 85, 88, 170, 186, 187, 189

• & Many More Compliances..
  

Compliance Package - Post Formation

Rs. 30,999/-

All inclusive

• Preparation of documents for opening a Current Account;
• Filing of Certificate of Commencement of Business;
• Appointment of First Auditor & filing of document in regard to the same;
• Obtaining Statutory Declaration from 3 Directors;
• Filing of DIR-KYC of 3 Directors;
• Preparation of Statutory Registers ;
• Preparation of First Minutes of the Board Meeting;
• Dematerialisation of Equity Shares (Compulsory for Public Limited Company);
• Post Formation Compliance & Licensing Guidance

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*Excluding Govt. fee and reimbursements, if any and any penalty levied due to delay from the Client's end.
Dematerialisation Fee charged by RTA and Depository shall be charged separately.

Public Limited Compliance Package - Annual

Rs. 30,999/-*

Inclusive of GST

• Obtaining Statutory Declaration from 3 Directors;
• Filing of DIR-KYC of 3 Directors;
• Preparation of Statutory Registers;
• Preparation of Notice, Agenda & Minutes of 4 Board Meetings;
• Preparation of Notice, Agenda & Minutes of 1 Annual General Meeting;
• Re-appointment of an Auditor / Rectification of re-appointment of an Auditor;
• Filing of Annual Return;
• Filing of Balance Sheet;
• Filing of Return of Deposits;
• Filing of reconciliation of Share Capital Audit Report.

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(*Excluding Govt. Fees & reimbursements, if any. However, any Penalty levied due to delayed filing to be borne by the Company. Dematerialisation Annual Fees to be borne by the Company.)