Annual Compliances For Public Limited Company

Annual Compliances For Public Limited Company

December 09, 2016
     
Annual-Compliances-Public-Limited-Company

Annual Compliances For Public Limited Company


1.            Section 173 – Minimum 4 Board Meetings
Every company shall hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. As per Secretarial Standard Company should hold at least 1 (one) Board Meeting in each quarter of calendar year.

2.            Section 184(1) – Receipt of Form MBP-1 from Directors
Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding in Form MBP-1.

3.            Section 164 – Receipt of Form DIR-8 from Directors
Every Director of the Company in each Financial Year will file with the Company disclosure of his non-disqualification.

4.            Section 134 – Preparation of Board's Report
A report by Board of Directors prepared as per provisions of Section 134(3) required to be laid before members in Annual General Meeting. The Board's Report required to be signed by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company.

5.            Section 136 – Circulation of audited financial statement and Board's Report
a copy of the financial statements, including consolidated financial statements, if any, auditor‘s report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the company, to every trustee for the debenture-holder of any debentures issued by the company, and to all persons other than such member or trustee, being the person so entitled, not less than twenty-one days before the date of Annual General Meeting.

6.            Section 179 – Filing of MGT-14 with ROC
Every Company is required to will file MGT-14 along with copy of Board Resolution passed for adoption of Financial Statement and approval of Board’s Report within 30 days of Board Meeting.

7.            Section 96 – Holding Annual General Meeting
Every company other than a One Person Company shall in each year hold Annual General Meeting on or before 30th September by giving not less than clear twenty-one days notice to all the members, directors and auditor.

8.            Section 137 – Copy of financial statement to be filed with Registrar
Every company shall file with the Registrar a copy of the financial statements in Eform AOC-4, within 30 days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within 30 days from the date on which the annual general meeting should have been held (i.e.30th September of Financial Year to which financial statement relates) together with the statement specifying the reasons for not holding the annual general meeting.

The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board at least by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed

9.            Section 92 -  Copy of the Annual Return to be filed with Registrar
Every company shall file with the Registrar a copy of the annual return in Eform MGT-7, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held (i.e.30th September) together with the statement specifying the reasons for not holding the annual general meeting. Annual Return shall be digitally signed by a Director and the Company Secretary or where there is no Company Secretary by a Company secretary in Practice.

The annual return, filed by a listed company or company Having paid up share capital of 10 Crore or more or turnover of Rs. 50 crore or more shall be certified by a Company Secretary in Practice in the Eform MGT-8, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

10.       Section 139 – Appointment of Auditor
Every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting Provided that the company shall place the matter relating to such appointment for ratification by members at every annual general meeting. Before such appointment is made, the written consent of the auditor to such appointment, shall be obtained from the auditor.

The company shall inform the auditor concerned of his or its appointment, and also file a notice of such appointment in the Eform ADT-1 with the Registrar within fifteen days of the meeting in which the auditor is appointed.

11.       Statutory Registers to be maintained by Companies :
The following is the list of statutory register to be maintained under Companies Act 2013.

1.      Register of Members.
2.      Register of Debenture-holders.
3.      Index of Members.
4.      Register of Renewed and Duplicate Share Certificates.
5.      Register of Charges and Instrument of Charges.
6.      Register of Deposits.
7.      Minute Books of Board of Directors and Committees of the Board.
8.      Attendance Registers for meeting of Board and Committee.
9.      Minutes Books of General Meetings and Creditors Meetings.
10. Books of accounts, relevant books and papers, financial statements and others.
11. Register of directors and key managerial personnel including details of securities held by them.
12. Register of loans/guarantee/security and investments.
13. Register of investment in shares or securities not held in the name of the company.
14. Register of Contracts, with Directors, Companies and Firms in which Directors are interested.

Note : Above mentioned Compliances are Mandatory Yearly compliances for the Public Limited Companies, in addition to these compliances there may be event-based compliances which need to be complied, if required.
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