• +91-9711101954 , 011 4566 1655 / 1656
  • oneclickbusinesssolutions@gmail.com
 
OneClick Business Solutions

Compliance Filings for a Public Limited (Listed) Company in India

The Public Limited Companies are undoubtedly required to make the largest number of compliances every year, as compared to those by all other types of companies. Again, the listed public limited companies are the public limited companies which make the biggest magnitude of annual and periodic compliances every coming year. This webpage gives exclusive information about the compliance filings for a public limited (listed) company in india, particularly the annual compliances.

The new Companies Act of 2013 has made the compliances to be made by a public limited company rather comprehensive and rigorous, while the rules and regulations associated with RBI, SEBI, FEMA, and so on, have now become utmost strict and dynamic. Hence, the public limited companies of India, especially the listed ones, are now concerned with making annual and periodic compliances more than ever before, essentially including the public limited roc compliances and tax-related compliances. Here, it may also be just mentioned that, these Acts and Statutes have rigorous provisions of heavy fines, penalties, and punishments (including imprisonment) in cases of delayed compliances and non-compliance.

In general, the annual and periodic compliances to be made by a public limited company (including the listed ones) in India, mainly relate with the following broad categories of compliances :

A. Various Compliances with ROC, as per the Companies Act of 2013 and all Rules and Regulations associated with this.
B. Tax-related Compliances with Tax Departments and GSTN
C. Various Compliances related with diverse Rules and Regulations associated with SEBI, including the Listing Regulations, 2015 (only for the listed public limited companies)
D. Compliances with Secretarial Standards I & II (Strictly applicable since July 2015)
E. Compliances under all other concerned legal Acts and Statutes (mentioned in section below), such as the Labor and Employment Law, Corporate and Commercial Laws, Excise and Custom, RBI, FEMA, Intellectual Property Laws, Pollution Control Act, PF and ESI Regulations, Maritime and Admiralty Laws, etc.
F. And, various Event-based Compliances.

Advantages of Public Limited Company Annual Filing


CREDIBILITY & TRANSPARENCY Proper compliance according to company law is the obligation of every company. This regular compliance helps the company in raising its credibility. In government tenders, loans, etc., the authority or banks, etc. consider the regular compliance as criteria for ensuring the credibility & transparency of an organization.
INVESTMENT For expansion purposes, every company needs investment & it is in the nature of investors to invest in only those ventures or companies which they consider giving them high returns. So, in taking this decision an investor look at the financial records, dates, etc. before making or finalizing any proposal. The regular compliance increases the credibility of the company.
ACTIVE STATUS As stated earlier, regular default in annual compliances results in striking down of name of the company by the registrar. So, annual compliance helps in marinating active status.
CLIENT ASSURANCE Regular annual compliance results in assuring the clients that the company is regularly reviewing its operation. So, they can trust the company regarding their operations.
COMPETITIVE ADVANTAGE Annual compliance gives a competitive edge in the market. It can be used in advertising the business & assuring the investors or customers about the company's business.
CORRECTNESS OF DATA Annual compliance by the companies ensures that the data collected for annual compliance is correct.
AVOIDING PENALTIES Many times small businesses end up with heavy penalties as they do not comply with annual compliances. So, regular annual compliances result in avoiding heavy penalties.

Quarterly Compliances for Public Limited Company


QUARTER - 1

( APRIL – MAY – JUNE )


S.No. Applicability of Company Action Required Section & Rules Particulars of Compliance
1 Public companies Hold Board Meeting 173 & SS - I Company should hold at least 1 (one) Board Meeting every quarter of the calendar year.
2 Public companies Receipt of MBP-1 from all Directors 184(1) Form MBP - 1 Every Director of the Company in First Board meeting of the Board of Director in each Financial Year will disclose his interest in other entities in form MBP-1 with the Company.
whenever there is a change in his interest from the earlier given MBP-1 they need to submit with the Company fresh MBP-1.
3 Public companies Receipt of DIR- 8 from all Directors 164(2) Form DIR – 8 Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification in form DIR-8 with Company.
4 Public companies *Audit Committee Meeting 177 Audit committee should hold at least 1 (one) Meeting every quarter of the calendar year.

Vigil Mechanism

Every company belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances -

(a) the Companies which accept deposits from the public;
(b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.
Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism
5 Public companies *Nomination & Remuneration Committee 178 Nomination & Remuneration Committee should hold at least 1 (one) Meeting every quarter of calendar year.
6 Public companies *Maintenance of Registers 88

Company will maintain the following mandatory Registers :

* Register of Members
* Register of Debenture Holders/ Other Securities Holders
* Register of Directors and Key Managerial Personnel and Their Shareholding
* Register of Renewed and Duplicate Share Certificate
* Register of Sweat Equity Shares
* Register of Employee Stock Option
* Register of Shares/Other Securities Bought Back
* Register of Charges
* Register of Loans, Guarantee, Security And Acquisition Made By Company
* Register of Investment Not Held In Its Own Name By The Company
* Register of Contracts With Related Party And Contracts And Bodies Etc. In Which Directors Are Interested
* Register of Share Application and Allotment
* Register of Shares/Debenture Transfer

QUARTER – 2

( JULY – AUGUST – SEPTEMBER )


S.No. Applicability of Company Action Required Section & Rules Particulars of Compliance
1 Public companies Hold Board Meeting 173 & SS - I Company should hold at least 1 (one) Board Meeting every quarter of the calendar year.
2 Public companies *Audit Committee Meeting 177 Audit committee should hold at least 1 (one) Meeting every quarter of the calendar year.

Vigil Mechanism

Every company belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances -

(a) the Companies which accept deposits from the public;
(b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.
Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism
3 Public companies *Nomination & Remuneration Committee 178 Nomination & Remuneration Committee should hold at least 1 (one) Meeting every quarter of calendar year.
4 Public companies *Maintenance of Registers 88

Company will maintain the following mandatory Registers :

* Register of Members
* Register of Debenture Holders/ Other Securities Holders
* Register of Directors and Key Managerial Personnel and Their Shareholding
* Register of Renewed and Duplicate Share Certificate
* Register of Sweat Equity Shares
* Register of Employee Stock Option
* Register of Shares/Other Securities Bought Back
* Register of Charges
* Register of Loans, Guarantee, Security And Acquisition Made By Company
* Register of Investment Not Held In Its Own Name By The Company
* Register of Contracts With Related Party And Contracts And Bodies Etc. In Which Directors Are Interested
* Register of Share Application and Allotment
* Register of Shares/Debenture Transfer
5 Public companies Notice of AGM 101 & SS - II Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
If there are more than 200 Members then Company will give e-voting Facility.
6 Public companies Directors' Report 134 Directors' Report will be prepared by mention of all the information required under Section 134.
7 Public companies Circulation of Financial Statement & other relevant Documents 136 Company will send to the Members of the Company Notice of AGM along with approved Financial Statement, Cash Flow Statement, Directors' Report and Auditors' Report at least 21 clear days prior the
Annual General Meeting.
( Except in case of AGM is called on Shorter Notice )

QUARTER – 3

( OCTOBER – NOVEMBER – DECEMBER )


S.No. Applicability of Company Action Required Section & Rules Particulars of Compliance
1 Public companies Hold Board Meeting 173 & SS - I Company should hold at least 1 (one) Board Meeting every quarter of the calendar year.
2 Public companies *Audit Committee Meeting 177 Audit committee should hold at least 1 (one) Meeting every quarter of the calendar year.

Vigil Mechanism

Every company belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances -

(a) the Companies which accept deposits from the public;
(b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.
Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism
3 Public companies *Nomination & Remuneration Committee 178 Nomination & Remuneration Committee should hold at least 1 (one) Meeting every quarter of calendar year.
4 Public companies *Maintenance of Registers 88

Company will maintain the following mandatory Registers :

* Register of Members
* Register of Debenture Holders/ Other Securities Holders
* Register of Directors and Key Managerial Personnel and Their Shareholding
* Register of Renewed and Duplicate Share Certificate
* Register of Sweat Equity Shares
* Register of Employee Stock Option
* Register of Shares/Other Securities Bought Back
* Register of Charges
* Register of Loans, Guarantee, Security And Acquisition Made By Company
* Register of Investment Not Held In Its Own Name By The Company
* Register of Contracts With Related Party And Contracts And Bodies Etc. In Which Directors Are Interested
* Register of Share Application and Allotment
* Register of Shares/Debenture Transfer
5 Public companies Filing E-Forms 137 E-form : AOC-4

Financial Statement :


Company is required to file its Balance Sheet along with Statement of Profit and Loss Account, Cash Flow Statement and Directors' Report in this form within 30 days of Annual General Meeting.
6 Public companies Filing E-Forms 179(3) E-Form MGT - 14

Adoption of Financials and Director Report :


Company will file MGT-14 along with copy of Board Resolution within 30 days of Board Meeting.
7 Public companies Filing E-Forms 92 E-Form MGT - 7

Filing of Annual Return :


Company is required to this form within 60 days of Annual General Meeting. Every company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8.
8 Public companies Appointment of Auditor 139 E-form ADT-1 Auditor will be appointed for the 5 (Five) year and form ADT-1 will be required to be filed for 5-year appointment.
After that, every year in AGM shareholder will ratify the Auditor but there is no need to file ADT-1 again.

QUARTER – 4

( JANUARY – FEBRUARY – MARCH )


S.No. Applicability of Company Action Required Section & Rules Particulars of Compliance
1 Public companies Hold Board Meeting 173 & SS - I Company should hold at least 1 (one) Board Meeting every quarter of the calendar year.
2 Public companies *Audit Committee Meeting 177 Audit committee should hold at least 1 (one) Meeting every quarter of the calendar year.

Vigil Mechanism

Every company belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances -

(a) the Companies which accept deposits from the public;
(b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.
Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism
3 Public companies *Nomination & Remuneration Committee 178 Nomination & Remuneration Committee should hold at least 1 (one) Meeting every quarter of calendar year.

Stakeholders Relationship Committee

The Board of Directors of a company which consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee
7 Public companies Independent Director meeting 149 The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management
4 Public companies *Maintenance of Registers 88

Company will maintain the following mandatory Registers :

* Register of Members
* Register of Debenture Holders/ Other Securities Holders
* Register of Directors and Key Managerial Personnel and Their Shareholding
* Register of Renewed and Duplicate Share Certificate
* Register of Sweat Equity Shares
* Register of Employee Stock Option
* Register of Shares/Other Securities Bought Back
* Register of Charges
* Register of Loans, Guarantee, Security And Acquisition Made By Company
* Register of Investment Not Held In Its Own Name By The Company
* Register of Contracts With Related Party And Contracts And Bodies Etc. In Which Directors Are Interested
* Register of Share Application and Allotment
* Register of Shares/Debenture Transfer

*Audit committee meeting AND Nomination and Remuneration Committee :

The following class or classes of companies are required to constitute an Audit Committee

(i) the Public Companies having paid up share capital of ten crore rupees or more; or

(ii) the Public Companies having turnover of one hundred crore rupees or more; or

(iii) the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees







OneClick Whatsapp Chat