Annual Compliance Calendar
Section 8 Company

Companies Act Compliances - After Incorporation

Particulars of Compliances

• Bank Account needs to be opened and the Paid up Share Capital needs to be deposited in the Current Account.
  
  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

• Section 10A

• Issue of Share Certificates with the requisite Stamp Duty and delivery to the Subscribers to the Memorandum

• Within 2 Months from the date of incorporation

• Section 56 (4)

• A Section 8 Company shall hold its First meeting of its Board of Directors within 30 days of its incorporation.
  
  A Private Limited Company must hold its First Annual General Meeting within 9 months from the close of the Financial Year.
  

• 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 Section 8 Company shall hold a minimum number of 4 (Four) meetings of its Board of Directors every year.
  
  
  A Section 8 Company must hold Annual General Meeting within 6 months from the close of the Financial Year.
  

• 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

• 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 Companies:
  
  - Having Paid Up Capital of Rs. 50 Crore or more;
  - Having Public Borrowings from Financial Institutions, Banks or Public Deposits of Rs. 50 Crore or more.
  
  Rotation of Auditor not applicable to One Person Company or Small Company*. Section 8 Company is excluded from the definition of Small Company.

• 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:
  
  - 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.
  
  Not Applicable to One Person Company or Small Company*. Section 8 Company is excluded from the definition of Small Company.

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

• Appointment of a Key Managerial Personnel
  
  Appointment of a Company Secretary compulsory for Companies having:
  - Paid Up Share Capital of Rs. 10 Crore or more.

• Within 60 days of the appointment

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

• Internal Audit Compulsory for Companies having
  - Turnover of Rs. 200 Crore or more
  - Outstanding loans or borrowings from Banks or Public Financial Institution of Rs. 100 Crore or more.

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

• Vigil Mechanism for Directors and Employees concerned of Companies having:
  - 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

• Updation of Statutory Register, as applicable.

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

• *Small Company - As per Section 2 (85) of the Companies Act, 2013, Small Company means a Company, other than a Public Company having–
  (i) Paid Up Capital of of not more than Rs. 50 lakh (Rupees Fifty lakh) or such higher amount as may be prescribed which shall not be more than Rs. 10 Crores (Rupees Ten Crores); Or
  (ii) Turnover of as per its last profit and loss account does not exceed Rs. 2 Crores (Rupees Two Crores) or such higher amount as may be prescribed which shall not be more than Rs. 100 Crores (Rupees One Hundred Crores)
  Provided that nothing shall apply to
  (a) a Holding Company or a Subsidiary Company;
  (b) a Section 8 Company or
  (c) a Company or body governed by any Special Act.
  
  As per the new definition of Small Companies under Union Budget 2021
  Small Companies means a Company, other than a Public Company which have:-
  - Paid up Share Capital of not more than Rs. 2 Crores (Rupees Two Crores) and
  - Turnover of which as per its last profit and loss account does not exceed Rs. 20 Crore (Rupees Twenty Crores).
  
  Key Changes: 
  - Threshold increased from Rs. 50 Lakhs (Rupees Fifty Lakh) Paid up Share Capital to Rs. 2 Crores (Rupees Two Crores) Paid up Share Capital.
  - Annual turnover also been raised from Rs. 2 Crores (Rupees Two Crore) to Rs. 20 Crore (Rupees Two Crores).

Compliance Package - Post Formation

Rs. 9,999/-*

inclusive of GST

• 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 2 Directors;
• Filing of DIR-KYC of 2 Directors;
• Preparation of Statutory Registers ;
• Preparation of Notice, Agenda & Minutes of the First Board Meeting;
• Issue of Share Certificates with the requisite stamp duty upto Rs. 1,00,000/- paid up capital;
• 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.)

Section 8 Annual Compliance Package

Rs. 15,999/-*

Inclusive of GST

• Obtaining Statutory Declaration from 2 Directors;
• Filing of DIR-KYC of 2 Directors;
• Preparation of Statutory Registers;
• Preparation of Notice, Agenda & Minutes of the First Board Meeting;
• Preparation of Notice, Agenda & Minutes of the Annual General Meeting;
• Re-appointment of an Auditor;
• Filing of Annual Return;
• Filing of Balance Sheet.

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(*Excluding Govt. fee and reimbursements, if any. and any penalty levied due to delay from the Client's end.)