Dated: August 07, 2020
In this Flash editorial, the Author begins by referring to the provisions of the Companies Act, 2013, read with all the Amendment Acts and the rules mentioned there till Companies (Amendment) Act, 2019.
As per the latest Amendments, Companies requirements for the compliances have been changed in comparison to the Compliance requirement as on 01st April 2014 when Companies Act, 2013, came into effect.
Meaning of Small Company:
Section 2(85) defines a Small Company as –‘‘Small Company’’ means a Company, other than a Public Company,—
- Paid-Up Share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than Ten Crore Rupees; AND
- Turnover of which as per the profit and loss account for the immediately preceding financial year does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than one hundred crore rupees:
Provided that nothing in this clause shall apply to—
(A) A Holding Company or a subsidiary company;
(B) A Company registered under section 8; or
(C) A Company or body corporate governed by any special Act;
- Only a Private Company can be classified as a Small CompanyIf a Company doesn’t cross the above-mentioned limits, however, such a Company is a holding Company or a Subsidiary Company of any other Company then such a Company cannot be considered as a Small Company.
- A Public Company cannot be a Small Company.
- A Section 8 Company cannot be a Small Company
- For a Small Company, both the conditions are needed to be fulfilled i.e the paid-up capital should not exceed Rs. 50 Lac or the turnover as per last statement of profit & loss should not exceed Rs. 2 Crore. If any of the given limits crossed at any point of time then such a Company shall be out of the preview of a Small Company.
The status of a company as “Small Company” may change from year to year. Thus the benefits which are available during a particular year may stand withdrawn in the next year and become available again in the subsequent year.
Major Changes are as follow:
- Directors’ Report: There are a lot of changes in the Directors’ Report of a Small Company. By amendment in the Companies Act, 2013, MCA has introduced the abridged format of the Directors’ Report for a Small Company.
- Annual Return (MGT-7): Annual Return is the Form MGT-7. This is a very lengthy form. MCA has proposed the abridged format of the Annual Return for a Small Company, however, same is not notified yet.
* Annual Return [MGT-7] doesn’t require the signature of a Practicing Company Secretary. Annual Return can be file with the ROC only with the Digital Signature of the Directors.
- Secretarial Standards: From 1stJuly 2015 onwards, every meeting of the Board of Directors and 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. Secretarial Standards applies to Small Companies as well.
ANNUAL COMPLIANCES FOR A SMALLCOMPANY:
|S. No.||Forms||Section & Rules||Particular of Compliance|
|QUARTER – I – APRIL TO JUNE|
|1.||Receipt of MBP-1||184(1)
|Every Director of the Company in the First Meeting of the Board of Director in each Financial Year shall disclose his interest in the 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)
DIR – 8
|Every Director of the 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
|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.|
|QUARTER – II – JULY TO SEPTEMBER|
|5.||Approval of Financial Statement||134||Preparation and Approval of Financial Statement. The auditors’ report shall be attached to every financial statement|
|6.||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 Act.|
|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 a MD if there is any.|
|7.||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.
|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.|
|9.||Sending of Notice of AGM||101 & SS||Notice of the Annual General Meeting will be sent to all the :
|10.||Circulation of Financial Statement & other relevant Doc||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 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.
|11.||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|
|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.|
Balance Sheet, Statement of Profit & Loss Account, Cash Flow Statement, Directors’ Report, Auditors’ Report and the Notice of the AGM
|13.||E- Forms Filing Requirements
|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 Private Company (Except Small Company) should be signed by a Company Secretary in Practice.
|QUARTER – IV – JANUARY TO MARCH
There is no mandatory compliance for this quarter.
|14.||Board Meetings||173 &
|Every Small Company shall hold a minimum number of Two meetings of its Board of Directors every year in such a manner that Minimum gap between the two meetings should not be Less than 90 (Ninety) days.|
|15.||Maintenance of Statutory Registers||88 and other sections||Company will maintain the the following mandatory Registers:
· Register of Director,
· Registers of Director Shareholding,
· Registers of Members
· Registers of Transfer
· Registers of Related Party transaction etc
|16.||Appointment of Auditor||139||E-form
|The Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for 5-year appointment within 15 days of the Annual General Meeting.|
|Above mentioned 16 (Sixteen) Compliances are mandatory annual compliances for the Small Company.Except above 16 (Sixteen), there may be event-based compliances for the Small Company.|
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(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice based in Delhi and can be contacted at email@example.com).
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