Annual Compliances for Every Unlisted Public Limited Companies, 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.

Annual Compliances for Every Unlisted Public Limited Companies.

S. No.		Section & Rules	Particular of Compliance
1.	Receipt of MBP-1	184(1)	Form MBP- 1	Every Director of the Company in First Meeting of the Board of Director in each Financial Year will disclose his interest in other entities.
				Every Director is required to submit with the company fresh MBP-1 whenever there is change in his interest from the earlier given MBP-1.
2.	Receipt of DIR- 8	164(2)	FormDIR – 8	Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.
3.	E- Forms Filing Requirements	92	E-form:MGT-7	Annual Return: Every Small Company will file its Annual Return within 60 days of holding of Annual General Meeting. Annual Return will be for the period 1stApril to 31stMarch.
4.		137	E-form:AOC-4	Financial Statement: Company is required to file its Balance Sheet along with statement of profit and Loss account, Cash Flow Statement and Director Report in this form.
				Attachment:Balance Sheet, Statement of Profit & Loss account (Including Consolidated Financial Statement), Director Report, Auditors’ Report, Cash Flow Statement and Notice of AGM.
5.		179(3)	MGT-14	Adoption of Financials and Director Report:Company will file MGT-14 along with copy of Board Resolution within 30 days of Board Meeting.
6.		92	MGT-8	Certification of Annual Return:Every Company Having paid up share capital of 10 Crore or more or turnover of Rs. 50 crore or more shall be certified by a Company Secretary in Practice.
7.	Directors’ Report	134	Directors’ report will be prepared by mention of all the information required for Small company under Section 134.It should be signed by the “Chairperson” authorized by the Board, Where he is not so authorized by at least 2 Directors; one of them should be Managing Director if any.
8.	Circulation of Financial Statement & other relevant Dox	136	Company will send to the Members of the Company approved financial statement (including consolidated Financial Statement), cash flow statement, Director report and auditors’ Report at least 21 clear days before the Annual General Meeting.(Except in case of AGM is called on Shorter Notice)
9.	Notice ofAGM	101 & SS-II	Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
			If there is more than 200 Members then Company will give e-voting Facility.
10.	Sending of Notice of AGM	101 & SS	Notice of Annual General Meeting will be send to followings:• All Directors, Members, Statutory Auditor. • Secretarial Auditor, If any. • Debenture Trustee, if any.
11.	Board Meetings	173 & SS-I	Every Company shall hold a minimum number of FOUR Meetings of its Board of Directors every year in such a manner that maximum gap between two Meetings should not be more than 120 (One hundred Twenty) days. Company should hold at least 1 (one) Board Meeting every quarter of calendar year.
12.	Appointment of Auditor	139	E-form ADT-1		Auditor will be appointed for the 5 (Five) year and form ADT-1 will be file for 5-year appointment.
			After that every year in AGM Shareholder will ratify the Auditor but there is no need to file ADT-1.
13.	Maintenance of Registers	88	Company will maintain the following mandatory Registers:• Register of Director, Director Shareholding, Members.• Register of Loan, Guarantee, Investment made by the Company.• Register of Contract with Related Parties.
14.	Annual Return	92	Annual Return of Every Private Company (Except Small Company) should be sign by Company Secretary in Practice.

Source: taxguru.com

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