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Annual Compliance Calendar – Companies Act, 2013 – LISTED COMPANY

by CS Divesh Goyal
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Annual Compliance Calendar – Companies Act, 2013 – LISTED COMPANY

BACKGROUND:

In this Flash editorial, the author begins by referring to the provisions of the Companies Act, 2013 read with all the Amendment Acts and rules mentioned there till the Companies (Amendment) Act, 2019.

As per the latest amendments, Companies requirements for the compliance have been changed in comparison to the compliance requirement as on 01st April 2014, when the Companies Act, 2013 came into effect.

After the commencement of the Companies Act, 2013 from 01st April 2014,the Compliance requirement of the Companies have been increased like MSME-1, BEN-2, Dematerialization of Shares, DPT-3 etc. Even no exemptions have been granted to the Listed Companies under the Companies Act, 2013.

Meaning of Listed Company:

(52) “listed company” means a Company which has any of its securities listed on any recognized stock exchange.

Important Features of Listed Companies:

  1. All the shares should be in Demat.
  2. Provisions of Secretarial Auditor shall be applicable on Listed Companies.
  3. Loan to the Directors and relative of the Directors are strictly prohibited.
  4. Needs to file MGT-14 for all the resolutions passed u/s 179(3).
  5. Provisions of KMP, MD and WTD are Applicable on the Listed Companies.
  6. Remuneration to the Directors are restricted as per Section 197 of the Companies Act, 2013.
  7. Independent Directors are mandatory to appoint.
  8. Women Directors are mandatory to appoint.
  9. CEO/ CFO are mandatory to appoint. 

Major Changes are as follow:

  1. Annual Return (MGT-7): Annual Return is the Form MGT-7. This is a very lengthy form.

* Annual Return [MGT-7] of Listed Company mandatorily requires the signatures of the Company Secretary in employment. Annual Return needs be file with the ROC with the Digital Signature of the Directors and the Company Secretary in employment. 

  • Certification of Annual Return by Company Secretary (MGT-8):
  1. All the Listed Companies
  1. Secretarial Standard: From 1st July 2015, onward, every meeting of the Board of Directors and the Shareholders shall be conducted in consolidation with the provisions of the Secretarial Standards and the Companies Act, 2013. It needs a lot of Concentration and documentation. 
ANNUAL COMPLIANCE FOR – LISTED COMPANY:
S. No. Forms Section & Rules Particular of Compliance
QUARTER – I – APRIL TO JUNE
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 shall disclose his interest in other entities.
        Every Director is required to submit with the Company a fresh MBP-1, whenever there is a change in his interest from the earlier given MBP-1.

MBP-1 is not required to file with ROC.

2. Receipt of DIR- 8 164(2)

143(3)(g)

Form

DIR – 8

Every Director of the Company in each Financial Year will submit with the Company disclosure of non-disqualification.
3. Half Yearly Return Section 405 MSME-1 Delay in the Payment to MSME Vendor: Company have to file this return half-yearly in respect of pending payments to the MSME vendors as at end of half -year. (only for payment pending for period more than half year)

 

·       October to March – 30th April

·       April to Sep – 30th October

 

4. Yearly Return

 

(June)

Section 73

Rule 16

E-form

DPT-3

Return of Deposit: Company is required to file this form every year on or before 30th June in respect of return of Deposit and Particulars not considered as Deposit as on 31st March.

5. Appointment of Secretarial Auditor Section

179(3)

MGT-14

Appointment of Secretarial Auditor

 

Company will file MGT-14 along with a copy of the Board Resolution within 30 days of the Board Meeting.

 

  QUARTER – II – JULY TO SEPTEMBER
6. Approval of Financial Statement 134 Preparation and Approval of Financial Statement. The auditors’ report shall be attached to every financial statement
Every Listed Company is required prepare its Financial Statement in Extensible Business Reporting system.
7. Directors’ Report 134 Directors’ Report shall be prepared by mentioning all the information required for the Company under Section 134 read with relevant rules and relevant provisions of other Acts.

 

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 MD, if there is any.
8. Secretarial Audit Section

204

All the Listed Companies are required to appoint a Company Secretary for Secretarial Audit by filing e-form MGT-14.
9. Filing of Resolution with ROC Section 117 read with 179 MGT-14

Public Company required filing this form with the ROC within 30 days of the approval of the Directors’ Report and the Financial Statement with ROC.

10. Holding of AGM 96

Every company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting.

 it shall be held within a period of six months, from the date of closing of the financial year.

 

11. Notice of

AGM

101 & SS-II

Every Notice of the Annual General Meeting will be prepared as per Section 101 of the Companies Act 2013 and Secretarial Standard – II.

Every Listed Company will give e-voting facility.

12. Circulation of Notice of AGM 101 & SS Notice of the Annual General Meeting will be sent to all the :

·       Directors,

·       Members,

·       Auditors

·       Debenture Trustees.

13. Circulation of Financial Statement &other relevant Dox 136

Company will send to the members of the Company approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting.

In case the AGM is called on the shorter notice then above mentioned documents shall be circulated on such shorter period.

For holding of the AGM on shorter notice companies need to take the proper approvals as per the Act.

14. Annual Form Rule 12A DIR-3 KYC

KYC of Directors: All the Directors of the Company shall file this form on or before 30th September every year.

 

  QUARTER – III – OCTOBER TO DECEMBER
15. E- Forms- Annual Form 137 E-form:

 

AOC-4

Financial Statement: Company is required to file its Balance Sheet along with the Statement of Profit and Loss Account, Cash flow statement, Directors’ Report and Auditors’ Report in this form within 30 days of holding of the Annual General Meeting in XBRL Format.

  Attachment:

XML file of XBRL and PDF File of Balance Sheet, Statement of Profit & Loss Account, Cash Flow Statement, Directors’ Report, Auditors’ Report and the Notice of  the AGM.

16. Report of AGM 121 MGT-15 Report on AGM:

Company shall prepare a Report on each AGM and file same with ROC within 30 days of AGM.

17. E- Forms Filing Requirements

 

Annual Form

92 E-form:

 

MGT-7

Annual Return: Every Company will file its Annual Return within 60 days of holding of the Annual General Meeting.

Annual Return will be for the period from 1st April to 31st March.

Annual Return of Every Public Company should be signed by a Company Secretary in Practice

18. Certification of Annual Return 92 MGT-8

Listed Companies shall submit a Certificate from a Company Secretary in Practice as an attachment to MGT-7.

  QUARTER – IV – JANUARY TO MARCH

There is no mandatory compliance for this quarter under Companies Act.

19. 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.

20. Maintenance of Statutory Registers 88 and other sections

Company will maintain the following mandatory Registers:

·       Register of Director,

·       Registers of Director Shareholding,

·       Registers of Members

·        Registers of Transfer

·       Registers of Related Party transaction etc

21. Appointment of Auditor 139 E-form

ADT-1

The Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for a 5-year appointment within 15 days of the Annual General Meeting.

Above mentioned 20 (Twenty) Compliance are mandatory annual compliance for the Listed Company.

Except above 20 (Twenty), there may be event-based compliance for the Listed Company.

22. E- Voting 108 Voting Through Electronic Means:

It is mandatory for the Listed Company to provide e-voting facility to the Shareholders.

23. Postal Ballot 110 Voting Through Postal Ballot: 

There are certain Items for which it is mandatory for the Company to provide Postal Ballot Facility.

24. Secretarial Audit Report 205

 

A Listed Company is required to get the  Secretarial Audit of the Company done a Practicing Company Secretary and a report in form of MR-3 will be a part of the Directors’ Report

25. Internal Auditor 138 All the Listed Companies are required to appoint an Internal Auditor by filing e-form MGT-14
26. Audit Committee 177 A Listed Company is required to constitute its Audit Committee and the meetings of the Committee will be as per Secretarial Standard- I.
27. Nomination & Remuneration Committee 178 A Listed Company is required to constitute its Nomination & Remuneration Committee and the meetings of Committee will be as per Secretarial Standard- I.
28. Stake Holder Relationship Committee 178 A Listed Company is required to constitute its Stake Holder Relationship Committee and the meetings of Committee will be as per Secretarial Standard- I.
29. Vigil Mechanism 178 A Listed Company is required to constitute a policy of vigil mechanism.
Above mentioned 29 (Twenty-Nine) Compliance are mandatory annual compliance for the Listed Company.

Except above 29 (Twenty-Nine), there may be event-based compliance’s Companies.

ANNUAL COMPLIANCE FOR – LISTED COMPANY – UNDER LODR:

QUARTERLY COMPLIANCE
S. No. Regulation reference Timeline
1 Regulation 31 (1) (b)- Shareholding Pattern Within 21 days from the end of the quarter
2 27(2)(a) – Corporate Governance Report Within 15 days from the end of the quarter.
3 Regulation 33 (3) (a) – Financial Results along with Limited review report/Auditor’s report Within 45 days from the end of the quarter.
4 Reconciliation of share capital audit report Within 30 days from the end of the quarter.
5 Regulation 13 (3) – Statement of Grievance Redressal Mechanism Within 21 days from the end of the quarter.
6 Regulation 32 (1) – Statement of deviation(s) or variation(s).
7 (in case of deviation of proceeds of IPO from prospectus)

HALF YEARLY COMPLIANCE
 S.No. Regulation reference Timeline
1 Regulation 7 (3) – Share Transfer Agent – Compliance Certificate Within 1 month from the end of each half of the financial year
2 Regulation 40 (10) – Transfer or transmission or transposition of securities (process should be complete within 15 days of receipt, provided there should be  no error in the documents) Within 1 month from the  end of each half of the financial year

ANNUAL COMPLIANCE
 S.No. Regulation reference Timeline
1 Regulation 14 – Fees and other charges to be paid to the recognized stock exchange(s) Within one month from the end of March 31
2 Regulation 24A – Secretarial Compliance Report within 60 days from the end of the financial year
3 Regulation 33 (3) (d) – Financial Results along with the Auditor’s Report: Download Regulation Within 60 days from the end of the financial year
4 Regulation 34(1) & 36(2) – Annual Report Not later than the day of commencement of the dispatch to its shareholders and not less than 21 days before the Annual General Meeting

(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice based in Delhi and can be contacted at csdiveshgoyal@gmail.com).

Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information.

IN NO EVENT SHALL,I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION

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