December 15, 2018

If you hold a public limited company, then you must comply with all these requirements of the Companies Act, 2013

Public limited company is popular, well known and transparent business structure. Public limited company can list itself in various stock exchanges in India and also enjoys wide options to raise funds from stock market, bank loans, general public and Institutional investors.

 

A company which has been incorporated in India as public limited must ensure compliance with the Companies Act, 2013, as prescribed by MCA (Ministry of corporate affairs):

·       The Companies Act, 2013 regulates appointment, qualification, remuneration, and retirement of directors of the Company.

·       Aspects such as how to conduct Board Meetings and Shareholders Meetings (follow up the relevant secretarial standards accordingly).

·       The preparation and presentation of annual accounts and the regular maintenance of books of accounts.

·       Time to time disclosures/intimations of the material events to the concerned authorities.

Following are some important post incorporation compliances:

·       Once the incorporation certificate is obtained, a separate legal entity for the company is established.

·       As soon as the company gets its incorporation certificate, within 30 days one of the directors must issue the notice for the first board meeting of the company, at least 7 days prior to the latter being scheduled for.

·       In the first board meeting, the Company is required to appoint its first statutory auditor within 30 days of incorporation by its board of directors and every Director of the company shall disclose his/her concern or interest of the other Companies in the Form MBP-1.

Further, in case of any change in the interest of Director he/she should disclose the change in the next forthcoming Board meeting also he shall disclose in the annual disclosure to be made in the first board meeting of the financial year.

·       The Company shall, on and from the 15 (fifteenth) day of its incorporation and at all times thereafter, have a Registered office which is capable of receiving and acknowledging all official communications and notices as may be addressed to it. Verification of the registered office is to be filed in Form INC-22 within 30 days of incorporation.

 

·       It is necessary for the company to have its name board outside its registered office, along with its name, Company’s Identification Number, registered office address, phone number and e-mail id, fax number and website address, if any, stated in it and required to be printed on the company’s letterheads, business letters and on all documents (official) and publications going through the company.

·       It is very important for the company to have a PAN (Permanent Account Number) and TAN (Tax Deduction and Collection Account Number) right after its incorporation. Even to open a Bank Account in India these are the basic credentials are required.

·       Issuance of share certificates to the shareholders is also an important requirement, and all details of such issuance of share certificate are required to be maintained and mentioned in the register of allotment.

·       Maintaining and filing of profit and loss account, balance sheet, and annual return every financial year together with an auditor’s report before the due date with the Registrar of Companies is a very vital requirement of the company act which a company has to endeavor.

·       Every company is required to maintain certain Statutory Registers under Section 85, Section 88 etc of the Companies Act, 2013 and required to keep and maintain at its registered office in the prescribed form. In case of any failure in maintaining the statutory register, the company, as well as directors, may be fined and prosecuted.

·       The company is also required to conduct minimum 4 board meetings during the calendar year in each quarter at stipulated intervals and also ensure that all the minutes of the board meeting are safely retained until the company exists. The minutes of the meeting required to be prepared within 15 days of the meeting and can be finalized within 30 days of the meeting.

·       Other than the above-mentioned non-negotiable conditions, there are few more instances where a company is required to intimate the ROC. It includes appointments of directors, removal of Director and certain other changes in the prescribed manner.

·       The Companies Act, 2013 has also inserted the CSR (Corporate Social Responsibility) provisions. Now, under provisions contained under the CSR, companies are obligated to constitute CSR committee and to make contribution in certain philanthropic activities. Companies must adhere to the CSR criteria as per section 135 and undertake CSR activities in the financial year.

·       Constitution of Vigil Mechanism facility and Establishment of various committees like Audit Committee (u/s-177), Nomination & Remuneration Committee (u/s-178) and  meetings of Committees will be as per Secretarial Standard- I:

o   All Public Companies with a paid up capital of 10 crore rupees or more;

o   All Public Companies having turnover of 100 crore rupees or more;

o   All Public Companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding 50 crore rupees or more.

 

ANNUAL COMPLIANCES FOR EVERY PUBLIC LIMITED COMPANY:

S. No.

Sections & Rules

Forms or Documents

Particular of Compliance

1

Rule- 22 Chap. V

DPT- 3

Company if accept deposits during the year then it is required to file return of deposits within 30 days of end of financial year.

2

149

DIR- 12

Appointment of Directors, Independent Director and Women Director.

3

184(1)

MBP- 1

Every Director of the Company in First Board Meeting  in each Financial Year will disclose his interest in other entities.

4

196

MR-1

Return of appointment and re-appointment of MD or WTD or Manager or KMP.

5

205

 

MR-3

All below mentioned Company are required to get Secretarial Audit from PCS and that will be the part of Directors’ Report (MR-3).

a) All Listed Companies

b) Every Public Company having;

• Paid-Up Share Capital of Rs. 50 Cr. or more; or

• Turnover of Rs. 250 Cr. or more

6

164(2)

DIR – 8

Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.

7

92

MGT-7

Every Company will file its Annual Return of holding of AGM. Period: 1st April to 31stMarch.

8

92

MGT-8

Every Company having paid up share capital of Rs.10 Cr. or more or turnover of Rs. 50 Cr. or more shall get the annual report certified by a PCS.

9

137

AOC-4

Company is required to file its Balance Sheet along with P/L Account, Cash Flow Statement and Directors Report in this form.

10

101 & SS-II

Notice of

AGM

Notice of AGM will be sent to following:

• All Directors, Members, Statutory Auditor.

• Secretarial Auditor, If any.

• Debenture Trustee, if any.

And if there are more than 200 Members then Company will give e-voting Facility.

11

139

ADT-1

Auditor will be appointed for the 5 year and form ADT-1 will be filed for 5-year appointment. After that every year in AGM shareholder will ratify the Auditor but there is no need to file ADT-1

12

203

Appointment of CS

Every Company having paid up share capital of Rs. 5 cr. or more required to appoint whole time Company Secretary.






























The aforesaid compliance requirements only apply to the Companies Act, 2013. In addition to this, further registration is required, depending on business type and turnover, such as Professional Tax, GSTN etc.

NOTE: The responsibility of a company to comply with all rules and regulations provided in the Companies Act, 2013 is not a one-time thing, but is a continuous affair for good corporate governance.

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