Compliance Calendar for Unlisted Public Companies
- Blog|Company Law|
- 4 Min Read
- By Taxmann
- |
- Last Updated on 19 July, 2023
Latest from Taxmann
By Taxmann’s Research and Advisory Team | Corporate Laws
1. Introduction
With the introduction of the Companies Act, 2013 in the year 2014, the compliance burden of every Company has increased substantially irrespective of the nature of the company, be it a Private Limited Company, Public Limited Company, Listed Company, Small Company, Section-8 Company or a One Person Company (OPC).
In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies must adhere to all the applicable compliances within the specified due dates. Any non-compliance on the part of companies often results in heavy penalties. It is a good practice to keep a track of the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.
Under the Companies Act, 2013, there are various compliances to be done on a time to time basis. For a better understanding of the same, we have categorized the various Compliances on the following basis:
(a) Event-based compliances: Compliance to be done on the occurrence or happening of a certain event, like Filing of E- form INC-22 on shifting of Registered Office of the Company.
(b) Time-based compliance: Compliances to be done on an annually, half-yearly, quarterly basis, like Filing of E- form AOC-4 and MGT-7.
(c) Specific Criteria based Compliance: Some compliances are based on paid-up share capital, turnover or any other specific requirement like the requirement to file E-Form AOC-4 (XBRL), Appointment of Company Secretary, etc.
In addition to the above-mentioned compliances, a listed company is also required to make various Quarterly, half-yearly, and event-based compliances and disclosures under the following regulations:
(a) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
(b) Compliances under SEBI (Depositories and Participants) Regulations, 2018
(c) Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(d) Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015
This write-up also discusses in detail the compliances w.r.t. to holding of Annual General Meeting (AGM), Minimum no. of Board Meetings/Committee Meetings as required under the Law.
2. Compliances applicable to Unlisted Public Companies
| Applicable law | Triggering Provision | Compliance | Statutory Timeline | Due Date | Required Form | Reporting Authority |
| Companies Act, 2013 | Section 10A
|
Declaration of commencement of business | Within 180 Days from the incorporation date. | Within 180 Days from the incorporation date | INC- 20A | ROC |
| Section 89(6)
|
Return to Registrar for declaration received under Section 89 | Within 30 days from the receipt of declaration by the company | Within 30 days from the receipt of declaration by the company | MGT-6 | ROC | |
| Section 90(4) | Return to the registrar regarding declaration received under Section 90 | Within 30 days from the receipt of declaration by the company | Within 30 days from the receipt of declaration by the company | BEN- 2 | ROC | |
| Rule 12A of Companies (Appointment and Qualification of Directors) Rules 2014 | Directors’ KYC by every Individual who holds a DIN | Within 6 months from the end of the financial year | 30th September | DIR – 3 KYC | ROC | |
| Section 139 | Notice to the Registrar by the company for appointment of auditor
|
Within 15 days of the appointment of an auditor | Within 15 days the of appointment of an auditor | ADT – 1 | ROC | |
| Section 139(6) | Appointment of First Statutory Auditor | Appoint within 30 days from the incorporation date | Within 30 days from the incorporation date | NA | NA | |
|
|
Section 140 | Notice of resignation by the auditor | Within 30 days from the date of the resignation. | Within 30 days from the date of the resignation. | ADT – 3 | ROC |
| Section 117 | Filing of Resolutions and agreements to the Registrar | Within 30 days of the passing of resolution/
entering into agreement |
Within 30 days of the passing of resolution/entering into an agreement | MGT – 14 | ROC | |
|
|
Section 179 (3) (g) | Adoption of Financials and Director Report
|
Within 30 days of Board Meeting approving the Financial Statement and Board Report | Within 30 days of Board Meeting approving the Financial Statement | MGT – 14 | ROC |
|
|
Section-12 | Notice of Change of the situation of Registered Office | Within 30 days of the change of the address
|
Within 30 days of the change of the address | INC-22 | ROC |
| Rule 9A of Companies (Prospectus and Allotment of Securities) Rules,2014 | Reconciliation of Share Capital Audit Report (Half- Yearly) | Within 60 days from the conclusion of each half year. | 30th May (For Oct-Mar)
29th November (For April-Sep), |
PAS – 6 | ROC | |
| Order dated 22 January 2019 issued
under Section 405
|
Return in respect of outstanding payments to Micro or Small Enterprise | Within 1 month from the conclusion of each half year. | 31st October (For April-Sep)
30th April (For Oct-Mar) |
MSME-1 | ROC | |
| Rule 5 (8) of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 | Statement of unclaimed and unpaid amounts as specified in section 125. | Within a period of 60 days after the holding of AGM | Within a period of 60 days after the holding of AGM | IEPF -2 | IEPFA | |
| Rule 16 of Companies (Acceptance of Deposits) Rules, 2014
|
Return of deposit or particulars of transaction not considered as deposit or both | On or before 30th June of every year | 30th June | DPT-3 | ROC | |
| Section 137 | Filing of annual accounts | 30 days from the date of AGM. | Within 30 days from the date of AGM | AOC-4/AOC-4 CFS/AOC-4 XBRL | ROC | |
| Section 92
|
Filing of annual return | To be filed within 60 days from the conclusion of AGM. | Within 60 days from the date of AGM | E – Form MGT – 7 | ROC | |
|
|
Section 184 | Disclosure of Interest by Director | 1st Board Meeting and whenever there is a change in the disclosures already made. | 1st Board Meeting and whenever there is a change in the disclosures already made. | MBP-1 | NA, as the Director concerned is required to disclose this to the Company. |
Dive Deeper:
Compliance Calendar for Private Companies
Compliance Calendar for Section 8 Companies
Compliance Calendar for One Person Company & Small Company
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