Annual Compliance of Public Limited Company
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A Public Limited Company is defined under Companies law Section 2 (71). Public limited Company offers shares to the public and has Limited liability. A company which is a subsidiary associated with a public company will be deemed a public company for the purposes of this particular Act even when that subsidiary keeps in its articles a private Company.
The benefits of Annual compliance for public limited company under Companies Act 2013 are listed below:
Avoiding legal consequences: Non-compliance may lead to penalties, legal action and fines, therefore ROC specifications are mandatory to keep legal standing in the marketplace.
Given below are the set of documents required for mandatory compliance for public limited company:
Compliance Document |
Description |
Balance Sheet along with Profit and Loss Account |
Provides a look at the company's finances, including data on liabilities, assets, expenses, and income. |
Financial Statements |
May be standalone or consolidated, demonstrating economic performance of associates and subsidiaries. |
Directors' Report |
Offers insight into the company's financial performance, operations, future prospects, accomplishments, challenges, corporate governance practices, and sustainability initiatives. |
Details of Members |
Provides information about shareholders or members, including names, addresses, shareholding patterns, and changes in shareholdings. |
Specifics of the Directors |
Informs about the company's directors, including names, qualifications, addresses, experience, directorship changes, and interest in other companies. |
Secretarial Certificate along with Other Required Documents |
Includes additional documents such as a secretarial compliance certificate; must satisfy specific requirements of the Companies Act and other laws. |
Given below is the ROC Compliance Calendar 2024 for Public Limited Company:
Task |
Legislation |
Form |
Frequency |
Due Date |
Director's Disqualification Intimation |
Section 164(2) of the Companies Act, 2013; Rule 14(1) of Companies (Appointment and Qualification of Directors) Rule, 2014 |
DIR-8 |
Annually |
By March 31st |
Directors' Interest Disclosure |
Section 184 of the Companies Act, 2013; Rule 9 of Companies (Meetings of Board and its Powers) Rule, 2014 |
MBP-1 |
Annually or Upon change |
1st Board Meeting of fiscal year; Immediately after change |
Annual Director’s KYC |
Section 153 of The Companies Act, 2013; Rule 12A of Companies (Appointment And Qualification of Directors) Rules, 2014 |
E-form DIR-3 KYC / Web Based |
Annually |
By September 30th |
Securities Capital Audit Reconciliation |
Section 42 of The Companies Act, 2013; Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 |
E-form PAS-6 |
Half yearly |
Within 60 days from half-year end |
Half yearly MSME Return |
Companies (Furnishing of Information about payment to micro and small enterprise suppliers) Orders, 2019 |
E-form MSME-1 |
Half yearly |
April 30th (Oct-Mar); October 31st (Apr-Sep) |
Annual Return of Deposits and/or Outstanding Loans |
Section 73 of the Companies Act, 2013; Rule 16 of Companies (Acceptance of Deposits) Rules, 2014 |
E-form DPT-3 |
Annually |
By June 30th |
Foreign Liabilities and Assets Annual Return (FLA) |
FLA Return to be filed with RBI |
FLA |
Annually |
July 15th, 2021 |
Auditor Appointment |
Intimate ROC using Form ADT-1 after AGM completion |
ADT-1 |
Upon appointment |
Within 15 days from AGM conclusion |
Annual General Meeting Report Filing |
Pursuant to section 121(1) of the Companies Act, 2013; Rule 31(2) of Companies (Management and Administration) Rules, 2014 |
Form MGT-15 |
Annually |
Within 30 days from AGM date |
Annual Filing of Audited Financial Statements |
Section 129, 134, and 137 of The Companies Act, 2013; Companies (Accounts) Rules, 2014 |
E-form AOC-4 (CFS) (XBRL) |
Annually |
Within 30 days from AGM date |
Filing of Annual Return |
Section 92 of The Companies Act, 2013; Rule 11 of The Companies (Management And Administration) Rules, 2014 |
E-form MGT-7 |
Annually |
Within 60 days from AGM date |
Cost Auditor Appointment |
Section 148 of The Companies Act, 2013; Rule 6(1) of Companies (Cost Records and Audit) Rules, 2014 |
E-form CRA-2 |
Annually (if it is applicable) |
Within 30 days of Board Meeting or 180 days of fiscal year start |
Filing of Cost Audit Report |
Section 148 of The Companies Act, 2013; Rule 6(6) of Companies Cost Records and Audit Rules, 2014 |
E-form CRA-4 (XBRL) |
Annually (if it is applicable) |
Within 30 days of receiving Cost Audit Report |
Declaration by Significant Beneficial Owner |
Section 90 of The Companies Act, 2013; Companies (Significant Beneficial Owners) Rules, 2018 |
E-form BEN-1 |
One-time before Rule commencement; Upon subsequent acquisition or changes |
Within 30 days of acquisition or change |
Return to Registrar for Significant Beneficial Owner |
Section 90 of The Companies Act, 2013; Companies (Significant Beneficial Owners) Rules, 2018 |
E-form BEN-2 |
Upon receipt |
Within 30 days from receipt of Declaration (Form BEN-1) |
The major list of compliance for public limited company in India are as follows:
Form MGT-15: This form presents an exclusive report of the company's AGM.
These are obligations that a (listed) public limited company should fulfil during the year. They include internal company administration, corporate growth initiatives, external business management and any contingent or unexpected activities.
Other laws imposed on public limited companies are in addition to company-specific requirements. They include Labor & Employment, Corporate and Commercial, Excise along with Custom, RBI (Reserve Bank of India), FEMA (Foreign Exchange Management Act), Intellectual Property, Pollution Control, PF (Provident Fund) & ESI (Employee State Insurance) Regulations, Maritime and Admiralty laws etc.
ROC annual compliance of public limited company can be done by following steps:
Step |
Task |
Description |
1. |
Complete Simple Checklist |
Begin by examining a basic list of tasks and requirements for annual compliance. This will help ensure you have the info and documents needed to move forward. |
2. |
Documents to Submit |
Gather all pertinent documents including financial statements, auditor's report, director's report, and other essential records. Submit them to the authorities like the Registrar of Companies. |
3. |
Notice, Director Report & Forms Preparation |
Prepare notices, including the AGM notice. Also, prepare the director's report on company performance, activities, and other details. Complete necessary documents as specified by the regulator. |
4. |
Filing Annual Compliance Forms |
File completed forms and papers with the authorities such as the RoC. This might include sending the annual return and financial statements electronically via the MCA portal. Fill out all forms in the appropriate format and required formats. |
5. |
Receipt of Acknowledgement |
Receive an acknowledgment from authorities after filing the yearly compliance forms. This verifies your compliance filing was received and processed. Keep this acknowledgment for your records as evidence of compliance completion. |
Given below are the main consequences of not following the annual compliance for public limited company:
Compliance Requirement |
Penalty |
Failure to Submit Annual Report |
Company: Up to 9-12 times normal submission fee |
Directors: Disqualification under Companies Act, 2013 |
|
Failure to intimate ROC about Auditor in ADT-1 |
- Up to 30 days: 2x normal fees |
- 30-60 days: 4x normal fees |
|
- 60-90 days: 6x normal fees |
|
- 90-180 days: 10x normal fees |
|
- Above 180 days: 12x normal fees |
|
Failure to submit Audit Report |
Penalty: 0.5% of turnover, max limit Rs. 1,50,000 |
Failure to maintain necessary registers |
- Company & Officers in Default: Rs. 50,000/- to Rs. 3,00,000 |
And records |
- Continuing default: Rs. 1,000/- per day until rectification |
Other Consequences of non-compliance |
Legal proceedings, possible company dissolution, notice for strike-off |
By completing ROC annual compliance for public limited company, these companies show their adherence to transparency, accountability and good corporate governance. Compliance decreases legal and financial risks and creates trust between owners, other stakeholders and investors. Public companies should prioritise these compliances and also be informed about regulatory changes for long-term success and smooth operations.
StartupFino is a Company offering services for ROC Annual Compliance of Public Limited Company. From advice during the first phase to compliance with all the pertinent requirements and compliances, we can help you.
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