Background
As per Companies Act, 2013 Companies requirements for Companies has been changed in comparison of Companies Act, 1956. Even though Companies Act came into force from 1stApril 2014 but annual Compliances for the Companies for Financial year 2013-14 were as per Companies Act, 1956.
But now for financial year 2014-15 Annual Compliances will be as per Companies Act, 2013. New Annual Forms will be prepared with new Requirements. Annual Compliances have completely changed from the earlier Compliances.
Major Changes are as follow:
- Directors’ Report: There are many new clauses, which Companies have to add in Directors’ Report. Like: Disclosure of Sexual Harassment Act, Dates of Board Meetings held during the Financial Year, No. Of Board Meetings attended by the Directors etc.
- Annual Return (MGT-7): Earlier Annual Return was required to be prepared in e-form 20B.Now, new form for Annual Return is MGT-7. This is a very lengthy form in comparison to earlier Annual Return under Schedule- V. There are two provisions relating to annual return one is ‘CERTIFICATION’; other one is ‘SIGNING’.
CERTIFICATION of Annual Return by a Company Secretary in practice:
- a) All Listed Companies
- b) Every Company having;
- Paid-Up share capital of 10 Crore (Ten Crore) rupees or more, or;
- Turnover of 50 Crore (fifty crore) rupees or more
SIGNING of Annual Return by a Company Secretary in practice:
- a) All Listed Companies
- b) Every Public Company;
- c) Private Limited Company having:
- Paid up share capital exceeding 50 Lac, or;
- Turnover exceeding 2 crore.
- Financial Statement: Earlier in Companies Act 1956, Companies were required to prepared (Balance Sheet and Statement of Profit & Loss Account) as a part of Annual Report. But now in Companies Act, 2013 there is a requirement to prepare the following as a part of Financial Statements:
- Balance Sheet and Statement of Profit & Loss Account
- Cash Flow Statement (Except Small Companies and OPC)
- Consolidated Financial Statement.
- Secretarial Standard: From 1stJuly 2015 onwards, every meeting will be conducted in consolidation of provisions of Secretarial Standards and Companies Act, 2013. It needs a lot of Concentration.
Annual Compliances for Listed Company under Listing Agreement
| S. No. | Section & Rules | Particular of Compliance | |
| 1. | Reconciliation of Share Capital Audit | 47C | Half yearly within 30 days from the end of Half year. |
| 2. | Share Transfer Audit | 55A | Quarterly, within 30 days from the end of each quarter |
| 3. | Shareholding Pattern | 35 | Quarterly, within 21 days from the end of each quarter. Now in XBRL format |
| 4. | Unaudited/ Audited Financial Results | 41 | Unaudited Results with Limited Review Report within 45 days from end of each quarter Send notice in Newspaper for meeting Format is enclosed and Inform Stock Exchange also.
After the meeting within 15 min send results to stock exchange and get it published in newspaper within 2 days of meeting. As per SEBI insider trading and code adopted by Company trading window should be closed as per the days suggested by Management.
|
| Audited Results within 45 days from end of each quarter Send notice in Newspaper for meeting Format is enclosed and Inform Stock Exchange also.
After the meeting within 15 min send results to stock exchange and get it published in newspaper within 2 days of meeting. As per sebi insider trading and code adopted by Company trading window should be closed as per the days suggested by Management.
| |||
| 5. | Corporate Governance Report | 49 | Within 15 days from the end of each quarter, enclosed below format |
Source: taxguru.com
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