Annual Compliance Calendar for Unlisted Public Companies under Companies Act, 2013

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:

1. 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.
2. 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:

1. a) All Listed Companies
2. 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:

1. a) All Listed Companies
2. b) Every Public Company;
3. c) Private Limited Company having:

• Paid up share capital exceeding 50 Lac, or;
• Turnover exceeding 2 crore.

3. 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:

1. Balance Sheet and Statement of Profit & Loss Account
2. Cash Flow Statement (Except Small Companies and OPC)
3. Consolidated Financial Statement.

4. 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.

Limit Based Annual Compliance for Unlisted Public Companies.

(For Check the Limits please refer my Article Series No. 87 Limits under Companies Act, 2013)

S. No.		Section & Rules	Particular of Compliance
15.	E- Forms Filing Requirements	Rule- 22 Chap. V	DPT- 3	Company if accept deposit during the year then required to file return of deposit within 30 days of end of financial year.
16.		196	MR-1	Return of appointment and re-appointment of Managing Director or Whole time Director or Manager or KMP.
17.		149	DIR- 12	Appointment of Independent Director.
18.		149	DIR- 12	Appointment of Women Director.
19.		138	MGT-14	Appointment of Internal Auditor.
20.		205	All below mentioned company are required to get Secretarial Audit of the Company from the Practicing Company Secretary and repot of PCS will be part of Directors’ Report (MR-3).a) All Listed Companiesb) Every Public Company having;• Paid-Up Share Capital of Rs. 50 Crore (fifty crore rupees) or more; or • Every Public Company having a Turnover of Rs. 250 Crore (two hundred fifty crore rupees) or more
21.	Audit Committee	177	All below mentioned companies are required to constitute a Audit Committee and meetings of Committee will be as per Secretarial Standard- I:i. All public companies with a paid up capital of ten crore rupees or more;ii. All public companies having turnover of one hundred crore rupees or more; iii.All public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.
22.	Nomination & Remuneration Committee	178	All below mentioned companies are required to constitute a Nomination & Remuneration Committee and meetings of Committee will be as per Secretarial Standard- I: iv. All public companies with a paid up capital of ten crore rupees or more; v. All public companies having turnover of one hundred crore rupees or more; (a) All public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.
23.	Vigil Mechanism	178	All below mentioned companies are required to constitute a Audit Committee:(b) The Companies which accept deposits from thePublic;(c) The Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees

Source: taxguru.com

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