There are strict compliances that are to be followed by public limited company. Annual tax and compliance is one of the major answerabilities of public limited company. It includes conducting meetings, reporting about result and statutory maintenance of register in order to file annual forms. One Click Business Solutions Private Limited offers annual business compliances like tax & compliance for public ltd companies to its valuable clients. At our office, we have a dedicated team to help you in order to deal with the annual compliances filing.
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Public limited companies are needed to make the biggest number of compliances each year, as compared to other types of companies. Listed public limited companies are known as the public limited companies that includes the biggest annual and periodic compliances each upcoming year. Let us have a brief discussion about the annual compliance filings for a public limited (listed) company in India.
According to the new Companies Act of 2013, complete and thorough compliances have to be made by a public limited company while rules and regulations implemented by RBI, SEBI, FEMA, and others become strict and dynamic. Therefore, public limited companies in India, particularly listed ones, are now concerned with filing annual and periodic compliances more than ever before. It becomes essential to file public limited RoC compliances and tax-related compliances. These Acts and Statutes incorporate provisions of heavy fines, punishments, penalties and even imprisonment in case of overdue compliances and non-compliance.
Annual and periodic compliances are must for a public limited company including the listed ones in India. Generally they are related with the following categories of compliances :
Different compliances with ROC, according to the Companies act 2013 and all rules and regulations related with this
Tax-related compliances with GSTN and tax departments
A variety of compliances connected with diverse rules and regulations coupled with SEBI, including listing regulations, 2015 (applicable for the listed public limited companies)
Compliances related to secretarial standards I & II (Rigorously pertinent since July 2015)
Compliances linked with all other concerned legal acts and statutes (stated in section below), such as the corporate and commercial laws, labour and employment law, excise and custom, intellectual property laws, RBI, FEMA, PF and ESI regulations, pollution control act, maritime and admiralty laws and others
A range of event-based compliances
| Credibility and Transparency | Accurate compliance as per company law is the duty of each company. Regular compliance helps the company growing its trustworthiness. In case of loans, government tenders, authority or banks and others, regular compliance is considered as criteria to ensure credibility and transparency of a company. |
| Investment | For the purposes of expansion, each company requires investment. Investors are keen to invest in those ventures or companies which they consider offering them highest returns. So, an investor checks financial records, dates, etc. before making any proposal. The regular compliance enhances trustworthiness of the company. |
| Active Status | As mentioned earlier, failure to pay annual compliances causes in striking down of name of the company by the registrar. So, regular annual compliance helps managing active status. |
| Client Assurance | Regular annual compliance assures clients that the company is regularly checking its operation. So, they can trust the company about their operations. |
| Competitive Benefit | Annual compliance offers a competitive edge over the competitors in the market. It can be used to advertise the business and assure the customers or investors about the company's business. |
| Accuracy of Data | Annual compliance by the companies guarantees that the data obtained for annual compliance is accurate. |
| Penalties can be avoided | Small businesses may end up with heavy penalties many times if they do not fulfil annual compliances. So, heavy penalties can be avoided with regular annual compliances. |
(April – May - June)
| Serial Number | Applicability of Company | Action Needed | Section and Rules | Particulars of Compliance |
| 1 | Public Companies | Holding Board Meeting | 173 | Company must hold minimum 1 Board Meeting in each quarter of the calendar year |
| 2 | Public Companies | Receipt of MBP-1 from every Directors | 184(1) | In every financial year, each director of the Company in first board meeting should reveal his interest in other entities in form MBP-1 with the Company. If there is a change in his interest from the earlier, fresh MBP-1 must be submitted by them with the Company |
| 3 | Public Companies | Receipt of DIR-8 from every Directors | 164(2) | In each financial year, every director of the company should file the company disclosure of non-disqualification in form DIR-8 |
| 4 | Public Companies | Meeting of Audit committee | 177 |
In each quarter of the calendar year, minimum 1 meeting should be organized by audit committee. Vigil Mechanism - Each company under the following class or classes is needed to establish a vigil mechanism for their directors and employees in order to report their real concerns or grievances - (a) Companies taking deposits from the public (b) Companies, borrowed money from banks and public financial institutions more than 50 crore rupees. Board of directors should nominate a director for playing the role of audit committee for vigil mechanism |
| 5 | Public Companies | Committee for Remuneration and Nomination | 178 | Nomination and Remuneration Committee should organize minimum 1 meeting in each quarter of calendar year |
| 6 | Public companies | Managing registers | 88 |
Company needs managing the following registers : * Register of debenture holders/ other securities holders* Register of members * Register of renewed and duplicate share certificate * Register of key managerial employees, directors and their shareholding * Register of employee stock option * Register of sweat equity shares * Register of charges * Register of shares or other securities acquired back * Register of guarantee, loans, security and acquisition made by company * Register of share application and allotment * Register of contracts with related party, contracts, entities and others in which directors are interested * Register of debenture or shares transfer |
(July-August-September)
| Serial Number | Applicability of Company | Action needed | Section and Rules | Particulars and Compliance |
| 1 | Public companies | Board meeting | 173 | Minimum 1 Board Meeting should be organized by company in each quarter of the calendar year |
| 2 | Public companies | Meeting of audit committee | 177 |
Audit committee must hold minimum one meeting in each quarter of the calendar year Vigil Mechanism Each company under the following class or classes should establish a vigil mechanism for their employees and directors to report their genuine concerns or grievances : (a) Companies that take deposits from the public(b) Companies borrowed money from banks and public financial organizations exceeding 50 crore rupees. Board of directors shall nominate a director in order to play the role of audit committee for the intention of vigil mechanism |
| 3 | Public companies | Committee for remuneration and nomination | 178 | Remuneration and nomination committee must hold minimum 1 meeting in each quarter of calendar year. |
| 4 | Public companies | Managing registers | 88 |
Following compulsory registers should be maintained by company : * Register of debenture or other securities holders* Register of members * Register of duplicate or renewed share certificate * Register of directors and major managerial employees and their shareholding * Register of employee stock option * Register of sweat equity shares * Register of Charges * Register of shares or other securities procured back * Register of investment not managed in its own name by the company * Register of guarantee, loans, acquisition and security made by company * Register of share application and allotment * Register of contracts with associated party, entities and others in which directors are interested * Register of shares or debenture transfer |
| 5 | Public companies | Notice for Annual General Meeting | 101 & SS - II | Each notice of annual general meeting will be prepared according to
section 101 of Companies act 2013 and secretarial standard–II In the case there are more than 200 members then company will offer e-voting provision |
| 6 | Public companies | Director's Report | 134 | Under section 134, directors' report will be made with all the information needed. |
| 7 | Public companies | Circulation of financial statement and other pertinent documents | 136 | Company will send notice of Annual General Meeting to the members with cash flow statement, official financial statement, auditors' report and directors' report at least 21 days before the annual general meeting except if Annual General Meeting is called on shorter notice |
(October-November-December)
| Serial Number | Applicability of Company | Action needed | Section and Rules | Details of Compliance |
| 1 | Public companies | Board Meeting | 173 | Minimum one board meeting should be held by the company in each quarter of the calendar year |
| 2 | Public companies | Audit Committee | 177 |
Vigil Mechanism Each company under following class or classes shall start a vigil mechanism to report concerns or grievances by their directors and employees : (a) Companies accepting deposits from the public(b) Companies borrowed money from banks and public financial institutions exceeding fifty crore rupees. Board of directors must recommend a director to play the role of audit committee for the use of vigil mechanism |
| 3 | Public companies | Remuneration and nomination committee | 178 | Nomination and Remuneration Committee must hold minimum one meeting in each quarter of calendar year |
| 4 | Public companies | Preservation of registers | 88 |
Company will preserve a number of compulsory registers as follows : * Register of members* Register of debenture or other securities holders * Register of directors and important administrative staff and their shareholding * Register of duplicate and renewed share certificate * Register of sweat equity shares * Register of employee stock option * Register of shares or other securities acquired back * Register of charges * Register of guarantee, loans, acquisition and security made by company * Register of investment not maintained in its own name by the company * Register of contracts with related party, bodies and others in which directors are concerned * Register of share application and allotment * Register of shares or debenture transfer |
| 5 | Public companies | File e-forms | 137 | Financial statement - Company needs filing its profit and loss account, balance sheet, directors' report and cash flow statement in this form within 30 days of annual general meeting. |
| 6 | Public companies | File e-forms | 179(3) | Acceptance of financials and director report - Company will file MGT-14 with copy of board resolution within 30 days of board meeting. |
| 7 | Public companies | File e-forms | 92 | Filing annual return - Company must file this form within 60 days of annual general meeting. Every company with paid-up share capital of 10 crore rupees or more or turnover of 50 crore rupees or more, shall be certified by a company secretary who is in practice and the certificate must be in form - MGT.8. |
| 8 | Public companies | Appointment of auditor | 139 | Auditor will be appointed for the Five years and form ADT-1 must be filed for 5-year appointment. Afterwards every year in Annual General Meeting, shareholders need to approve the Auditor but ADT-1 is not required to be filed again. |
(January-February-March)
| S.No. | Applicability of Company | Action Needed | Section and Rules | Particulars of Compliance |
| 1 | Public companies | Board Meeting | 173 | Company must hold minimum one board meeting in each quarter of the calendar year. |
| 2 | Public companies | Meeting of audit committee | 177 | Audit committee should hold at least one meeting in every quarter of the calendar year. Vigil Mechanism : Every company in following category or categories shall set up a vigil mechanism for their directors and employees to report their concerns or grievances (a) Companies accepting deposits from the public(b) Companies borrowed money from banks and public financial institutions exceeding 50 crore rupees. (c) Board of directors shall appoint a director to play the role of audit committee for the reason of vigil mechanism |
| 3 | Public companies | Committee of remuneration and nomination | 178 | Remuneration and nomination committee should hold minimum one meeting in every quarter of calendar year. Stakeholders Relationship Committee The Board of Directors of a company that involves more than one thousand shareholders, deposit-holders debenture-holders and any other security holders at any period during a financial year need to create a stakeholders relationship committee |
| 4 | Public companies | Independent meeting of Director | 149 | The independent directors of the company shall organize minimum one meeting in a year without the attendance of non-independent directors and members of management |
| 5 | Public companies | Preservation 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 bodies in which directors are involved * Register of Share Application and Allotment * Register of Shares/Debenture Transfer |
Following class or classes of companies are needed to form an audit committee :
Public Companies with a paid up share capital of Rs 10 crore or more
Or
Public Companies own a turnover of Rs 100 crore or more
Or
Public Companies which have outstanding loans, in aggregate, debentures and deposits exceeding Rs 50 crore
Audited Profit & Loss Account
Audited Balance Sheet
Confirmation of registered office address
Compliance certificate from a Company Secretary
Details of shares and debentures
Register of member
Information about the management of the company
Details of debt
Details of change in shareholding configuration
Details of transfers of share or securities in a financial year
Detail about the modification in directorship
Preservation of Registers
Every public limited company in India must file annual return in each year as per the Companies Act, 2013. The filing should be done with the Balance Sheet, Profit and Loss Account and other documents should be filed with Ministry of Corporate Affairs. The annual return is completely different from the income tax department and it is administered by Ministry of Corporate Affairs.
Details in the annual return depends on the size of the Public Limited Company but essentially annual return contains Balance Sheet, Profit & Loss account, details of the members, Directors Report, details of Directors and Secretarial Certificate (where applicable).
Two directors of the company must sign on annual return.
Annual return must be signed digitally by a director of the company and a Chartered Accountant or Company Secretary.
Yes, Annual Return must be filed by the Public limited company before the due date i.e. 30th September of each year and 6 months since the end of the financial year.
No, company cannot file the Annual Return until it is certified by Chartered Accountant or Company Secretaries.
Yes, if the company does not file Annual Return within the specified time then the company shall be responsible to pay further fees as penalty under the Additional Fees Rule of the Companies Act, 2013. The amount of penalty will depend on the number of days in default till the same continues.
Profit and Loss Account, Balance Sheet, Shareholders details, Director's Report, and other documents are needed to be filed with registrar of companies.
