compliance

What is a listed company?

Section 2(52) of the Companies Act, 2013 defines a listed company as “listed company means a company which has any of its securities listed on any recognised stock exchange”.

What is a public company?

Pursuant to Section 2(71) of the Companies Act, 2013 a public company means a company which is not a private company.

What is a private company?

Pursuant to Section 2(68) of the Companies Act, 2013 a private company means a company which:

  1. restricts the right to transfer its shares;
  2. limits the number of its members to two hundred.

Unlisted company: is not defined under the Companies Act, 2013. An unlisted public company is a public company, which is a company that can have an unlimited number of shareholders to raise capital for any commercial venture, but which is not listed on any stock exchange.

Compliance for an unlisted Public Company

Section Compliance Requirement Requisite Forms
Section 173  + Secretarial Standards 1 Board Meeting § 4 board meetings in a year;

§ Maximum gap between 2 board meetings: 120 days

§ Form MGT-14

(filed within 30 days from the date of passing of resolution)

Section 196  and Section 203 (4) read with rule 3 and 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Appointment of managing director OR manager, whole-time director (KMP) § Mandatory for a public company with turnover more than INR 10 Crore;

§ Appointment of either a Manger or a Managing Director (both cannot be appointed);

§ Maximum term of appointment: 5 years;

§ Age limit: minimum21 years & maximum 70 years (extendible).

§ Form DIR-12 (filed within 30 days from the date of passing of resolution);

§ Form MR-1 (filed within 60 days from the date of passing of resolution);

§ Form MGT-14 (filed within 30 days from the date of passing of resolution).

 

 

Section 203 read with rule 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Appointment of whole time CS/CEO/CFO (KMP) § CEO & CFO – Mandatory for a public company with turnover more than INR 10 Crore;

§ CS – Mandatory for a public company with turnover more than INR 5 Crore;

 

 

§ Form DIR-12 (filed within 30 days from the date of passing of resolution);

§ Form MGT-14 (filed within 30 days from the date of passing of resolution).

 

 

Section 117(g) of the Companies Act, 2013 read with Rule 24 of Companies            (Management and Administration) Rules, 2014 Resolutions and Agreements to be filed § Special Resolutions;

§ Resolutions that require member’s approval pursuant provisions of the Companies Act, 2013;

§ Any change in the position of a managing director;

§ Winding up of a company;

§ Matters stated in Section 179(3) of the Companies Act, 2013.

§ Form MGT-14 (filed within 30 days from the date of passing of resolution).

 

Section 117(g) read with Section 179(3)(g) of the Companies Act, 2013 Board resolution for Approval of annual financial results § Board resolution required for approval of financial statements – Section 179(3)(g);

 

§ Form MGT-14 (filed within 30 days from the date of passing of resolution).

 

Section 96 of the Companies Act, 2013 Annual General Meeting § Maximum gap between 2 AGMs: 15 months;

§ AGM to be called in business hours of day – between 9 a.m. to 6 p.m.;

§ AGM not be held on any National Holiday.

§ First Annual General Meeting within 9 months of end of financial year and subsequent AGM within 6 months of end of financial year.
Section 137 of the Companies Act, 2013 read with Rule 12(2) of  Companies (Accounts) Rules, 2014 Filling of Financials Statements with the Registrar § Financial statements shall be placed before the members in the general meeting;

§ A company shall attach the accounts of its subsidiary(s) which are incorporated outside India and which have not established their place of business in India.

 

§ Form AOC-4 or AOC-4 (XBRL)-Filing of financial statement and Board Report and other documents MGT-9, AOC-1, AOC-2, etc. as an attachment;

§ To be filed within 30 days from the date of Annual General Meeting

Section 92(1) of the Companies Act, 2013 read with Rule 11 (1) of  Companies (Management and Administration) Rules, 2014 Filling of Annual Return § Annual Return shall contain such details as specified under Section 92(1) of the Companies Act, 2013;

§ Annual return shall be certified by a CS if the turnover of the company is INR 50 crore or more;

§ Annual return shall be certified by a CS if the paid-up share capital  of the company is INR 10 crore or more;

§ Annual return shall be placed on the website of company (optional clause- applicable if company has a website);

 

§ Filing of MGT-7- Annual Return along with MGT-8 within 60 days of annual general meeting.
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and SS-1 Corporate Social Responsibility (CSR) § CSR committee to be formed if:

-Net worth is INR 500 crore or more;

-Turnover is INR 1000 crore or more;

-Net Profit of INR 5 crore or more;

during the immediately preceding financial year;

§ CSR committee shall consist of 3 or more directors out of which 1 director shall be an independent director;

§ Company shall spend at least 2% of average net profits made during 3 preceding financial years. 

Law is silent w.r.t. number of CSR Committee meetings in a year. But as per Secretarial Standard 1 clause no. 2.2 “Committees shall meet as often as necessary subject to the minimum number and frequency stipulated by the Board or as prescribed by any law or authority”.
Section 139 of the Companies Act, 2013 Appointment of Auditor § Appoint an individual or firm as an auditor at the first annual general meeting;

§ Appointment for 5 years. However, appointment needs to be ratified in every AGM;

§ Consent of the Auditor shall be taken;

§ Auditor shall give a declaration of eligibility and qualification.

Auditors appointed in Form ADT-1 within 15 days of appointment.