Compliance Calendar for Unlisted Public Companies – Companies Act | SEBI Laws

What are the Compliances for Unlisted Public Companies?

Unlisted public companies in India, though not traded publicly on stock exchanges, are subject to a range of compliance requirements under various regulations. These are designed to ensure transparency, accountability, and protection of shareholder interests. Here are the main compliances that unlisted public companies in India must adhere to:
– Companies Act, 2013: This is the primary regulation that governs all companies in India. It includes requirements for annual filings, maintenance of books of accounts, statutory meetings, and corporate governance norms.
– Secretarial Compliance: This includes preparing and filing various forms with the Ministry of Corporate Affairs (MCA), maintaining statutory registers, and ensuring compliance with the procedural aspects of the Companies Act, such as board meetings and annual general meetings.
– Registrar of Companies (ROC) Filings: Regular filings such as Annual Return (Form MGT-7), Financial Statements (Form AOC-4), and other necessary forms must be submitted to the ROC.
– Director’s Compliance: Directors of the company need to comply with certain duties and disclosures, such as disclosure of their interest (Form MBP-1) and annual disclosure of directorships.
– Audit Requirements: Mandatory appointment of an auditor and the audit of financial statements, along with the filing of the auditor's report.
– Share Capital and Debenture Rules: Compliance with rules regarding issue and transfer of shares and debentures, including the issue of share certificates and maintenance of the register of members.
– Depository Regulations: If the company opts to dematerialize its shares, compliance with depository regulations is required.
– Foreign Exchange Management Act (FEMA), 1999: If the company engages in foreign investments or transactions, FEMA guidelines and compliances related to foreign exchange transactions must be followed.
– Income Tax Act, 1961: Companies must comply with the provisions for tax deductions, collections, and timely filing of annual tax returns.
– Goods and Services Tax (GST): If the company is involved in the buying or selling of goods or services, it must comply with GST regulations, which include registration, filing of monthly/quarterly returns, and maintaining detailed records of all transactions.

These regulations ensure that unlisted public companies maintain a level of transparency similar to that of listed companies, particularly concerning their financial and operational aspects. Regular updates and consultations with legal and financial advisors are recommended to stay compliant with the current laws and regulations.

By Taxmann’s Advisory and Research Team | Corporate Laws

Table of Contents

1. Introduction
2. Compliances Applicable to Unlisted Public Companies

1. Introduction

With the introduction of the Companies Act, 2013, in 2014, the compliance burden of every Company has increased substantially irrespective of its nature, be it a Private Limited Company, Public Limited Company, Listed Company, Small Company, Section-8 Company, or 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 track the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.

Under the Companies Act 2013, various compliances must be done on a time-to-time basis. For a better understanding of the same, we have categorised the various Compliances on the following basis:

• Event-based Compliance: Compliance is to be done upon the occurrence or happening of a certain event, like filing E-form INC-22 upon shifting the company’s registered office.
• Time-based Compliance: Compliances are to be done on an annual, half-yearly, and quarterly basis, like the Filing of E-form AOC-4 and MGT-7.
• Specific Criteria-Based Compliance: Some compliances are based on paid-up share capital, turnover, or any other specific requirement, such as filing E-Form AOC-4 (XBRL) or appointing a Company Secretary.

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:

• SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
• Compliances under SEBI (Depositories and Participants) Regulations, 2018
• Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
• 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

Dive Deeper
Compliance Calendar for Private Companies
Compliance Calendar for Section 8 Companies
Compliance Calendar for One Person Company & Small Company
Compliance Calendar for Listed Companies
Compliances Based on Threshold Limits under the Companies Act, 2013