Compliance Calendar for Unlisted Public Companies

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  • Last Updated on 19 April, 2022

Table of Contents:

1. Compliances applicable to Unlisted Public Companies
2. Compliances based on threshold limits under the Companies Act, 2013
3. Meeting Requirements

Compliance calendar; Unlisted Public Companies

By Taxmann’s Editorial Team

The term ‘Public Company’ has been defied under Section 2(71) of the Companies Act, 2013. “Public Company” means a company which is not a private company and;  has a minimum paid-up share capital as may be prescribed.  However, a company which is a subsidiary of public company shall be deemed to be a public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles.

From above it can be concluded that a Public Company means a Company which is not a Private Company. Further, the subsidiary company of the public company shall also be deemed to be a public company though it continues to function as a private company in its articles.

The public company can be listed Company or unlisted company. The Public Companies are bound to follow the annual and periodic compliances as prescribed under the Companies Act, 2013.

In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications.  Companies are under obligation to adhere to all the applicable compliances within the specified due dates. Any non-compliance on 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.

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.

1. 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)

 

 

 

Intimation of Declaration made in respect of a beneficial interest in any share  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 of significant beneficial owners 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) Notice to the Registrar for appointment of First Statutory Auditor Appoint within 30 days from the incorporation date Within 30 days from the incorporation date ADT – 1 ROC
 

 

 

 

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 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 ROC
  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.

2. Compliances based on threshold limits under the Companies Act, 2013

Section Provision Applicability Exemption Due Date Form no. Reporting

Authority

Section 137 XBRL

 

a) Listed Companies

b) Indian Subsidiaries of Listed Companies

c) Companies having Paid up Share Capital of 5 Cr. or more
d) Companies having turnover of 100 Cr. or more.

e) Companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015

a)Non-Banking Financial Companies

b) Banking Companies
c) Insurance Companies
d) Housing Finance Companies

30 days from conclusion of AGM AOC – 4 XBRL ROC
  CARO, 2020 Companies (Auditor’s Report) Order, 2020

 

Every company, including a foreign company as defined in sec 2 (42). a) A Banking Company

b) An Insurance Company

c) A Section 8 Company

d) One Person Company

e) A Small Company

f) A Private satisfying the following conditions:

1) Company

which is not a holding of public company

2) Company

which is not a subsidiary of public company

3)  Paid-up capital and reserve and surplus of not exceeding Rs. 1 crore

4) Total borrowings from any bank or financial institution at any point of time during the financial year
does not exceed Rs. 1 crore.

5) Total revenue as disclosed in Scheduled III to the Companies Act (including revenue from discontinuing operations) does not exceed 10 Crores.

NA NA An annexure of CARO is to be attached with statutory Auditor’s Report.
  Cash Flow Statement all companies except those exempted need to prepare the Cash Flow Statement a) One Person Company
b) Small company
c) Dormant company
d) private company (if it is a start-up)
NA NA NA
Section 138 Internal Auditor (a) Every listed company

(b) every unlisted public company having-

 

(i) paid up share capital of fifty crore rupees or more during the preceding financial year; or

 

(ii) turnover of two hundred crore rupees or more during the preceding financial year; or

 

(iii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year; or

(iv) outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and

 

(c) every private company having-

 

(i) turnover of two hundred crore rupees or more during the preceding financial year; or

 

(ii) Outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year.

Companies not falling under the criteria as specified in column C. Annually MGT-14 Registrar of companies
Section 92 Certification by a Company Secretary on Annual return a) All Listed Companies or

b) Companies with a paid-Up share capital of 10 Crore or more or

c)  Companies with a turnover of 50 Crore rupees or more

Companies not falling under the criteria as specified in column C. To be annexed with E- form MGT-7(filed within 60 days from date of AGM) MGT – 8 Registrar of Companies
Section 203 Appointment of Company Secretary a) All listed Companies or
b) Companies having a paid-up share capital Rs. 10 Crore or more
Companies not falling under the criteria as specified in column C Within 30 days from the board meeting in which appointment is approved. DIR – 12 Registrar of companies
Section 204 read with Section 117 Secretarial Audit a) Every listed company

b) Every public company having a paid-up share capital of 50 crore or more in an immediate preceding F.y.

c) Every public company having a turnover of 250 crore rupees or more in an immediate preceding F.y. or

d) Every Company having loans or borrowings from banks or public financial institutions of 100 crore rupees or more in an immediate preceding F.y.

Companies not falling under the criteria as specified in column C Within 30 days from the board meeting in which appointment is approved MGT-14 Board of directors
Section 149 (6) Independent director a) Listed company

b) Public companies with paid-up share capital of Rs. 10 crore or more.

c) Public companies with a turnover of Rs. 100 crore or more.

d) public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.

 

1) Joint Venture

 

2) wholly owned subsidiary

 

3) Dormant Companies

 

 

 

Within 30 days from the board meeting in which appointment is approved. DIR – 12 Registrar of companies
Section 203 Key Managerial Personnel (other than CS) a) All listed companies
b) All those Public companies that have paid-up share capital of Rs. 10 Crore or more.
Private Companies are exempted from filing E –form MR-1 1)

Within 30 days from the board meeting in which appointment is approved

 

2)In case of appointment of MD/WTTD/Manager MR-1 is also required to be filed Within 60 days from the date of appointment

1)

DIR – 12

 

 

 

 

 

 

 

 

 

2) MR-1

Registrar of companies
Section 177 Audit

Committee

a) All listed Public Companies
b) Public companies with paid-up share capital of Rs. 10 crore or more.c) Public companies with a turnover of Rs. 100 crore or more.d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.
IFSC Public Companies
Section 178 Nomination and Remuneration Committee a) All listed Public Companies
b) Public companies with paid-up share capital of Rs. 10 crore or more.c) Public companies with a turnover of Rs. 100 crore or more.d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.
IFSC Public Companies
Section 178 Stakeholders Relationship Committee a) All listed Public Companies
b) Public companies with paid-up share capital of Rs. 10 crore or more.c) Public companies with a turnover of Rs. 100 crore or more.d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.
IFSC Public Companies
Section 149 (1) Women Director a) Listed companies
b) Public Companies having a Paid-Up Share Capital of Rs. 100 Crore or more; or
c) Public Companies having a turnover of Rs. 300 Crore or more
Within 30 days from the board meeting in which appointment is approved. DIR – 12 Registrar of companies
Section 177 (9) Vigil Mechanism a) All listed companies
b) The company accepting deposits from the general public;
c) The companies that already have taken money from banks and public financial institutions in excess of Rs. 50 crores
IFSC Public Companies
Section 135 Corporate Social Responsibility Committee Companies Having:                                   (a) having net worth  of Rs. 500 Crores or more during the immediately preceding Financial Year                                             (b) turnover  of Rs. 1000 crores or more  during the immediately preceding Financial Year                                                                          (c) net profit of Rs. 5 crore or more                                                                during the immediately preceding Financial Year

 

Companies not falling under the criteria as specified in column C For F.Y. 2020-21: 31st May,2022

 

For F.Y. 2021-22 and onwards: As an addendum  to Form AOC-4/ AOC-4 XBRL/ AOC-4 NBFC as the case may be.

CSR-2
 

3. Meeting Requirements

Applicable Section Type of Meeting Time line for holding meeting Exemptions/Relaxation, if any
Section 173 First Board Meeting Within 30 days from the date of incorporation IFSC Public Companies1

 

IFSC Private Companies2.

 

OPC having 1 Director3

Section 173 Subsequent Board Meeting Minimum 4 meetings in a year. The gap between 2 meetings should not exceed 120 days. IFSC Public Companies1

 

IFSC Private

Companies2.

 

Section-8 Companies4

 

One Person Company, Small Company, Dormant Company, Start-up Private Company 5

OPC having 1 Director3

 

 

Section 96 First AGM Within 9 months from the closure of first financial Year One Person Company
Section 96 Subsequent AGM 30th Sep (Within 6 months from the closure of the financial Year)

Further the gap between 2 AGM should not exceed 15 months

One Person Company
Section 177 and Reg 18 of LODR Audit Committee meeting Minimum 4 times in a year and gap between two meetings should not exceed 120 days All Companies except listed companies can hold the meeting as and when necessary.
Section 178 and Reg 19 of LODR Nomination and Remuneration Committee meeting At least once in a year. All Companies except listed companies can hold the meeting as and when necessary.
Section 178 and Reg 20 of LODR Stakeholders Relationship Committee meeting At least once in a year. All Companies except listed companies can hold the meeting as and when necessary.
 

Section 135

CSR Committee meeting As and when company feel necessary.

 

 
  1. IFSC Public Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year. – Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017.
  2. IFSC Private Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year-  Exemption Notification to specified IFSC Private Companies, GSR 09 (E) dated 04.01.2017.
  3. Provisions of Board meeting shall not apply to an OPC having only 1 Director- Proviso to Section 173 (5).
  4.  Section 8 companies shall hold at least one meeting within every six calendar months- Notification no. G.S.R. 466(E) dated 5th June, 2015.
  5. A One Person Company, small company, dormant company and a private company (if such private company is a start-up) shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days Section 173 (5)

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