Compliances For Small Companies
under the Companies Act, 2013
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Sl.
No.
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Title
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Section & Rules
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Particulars of Compliances
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1.
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Disclosures by a
Director of his Interest
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184(1) &
Rule 9(1)
of Companies (Meetings
of Board and its Powers) Rules, 2014.
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Form MBP-1
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Every director shall at the first meeting of the Board in
which he participates as a director and thereafter at the first meeting 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 other entities which shall include
the shareholding.
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2.
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Disqualification
of Directors
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164(2) & 143(3)
(g) & Rule 14(1) of Companies (Appointment of Directors) Rules,
2014
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Form DIR-8
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Every director shall
inform to the
company concerned about his
disqualification under sub-section (2) of section 164, if any, before he is appointed or re-
appointed.
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3.
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Annual Return
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92(4) &
(1) & Rule
11 (1) of Companies (Management
And administration) Rules, 2014
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E-form MGT-7
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Every Company shall file its Annual Return within 60 days
of holding of AGM or where no AGM is held
in any year within 60 days from the date on which the AGM should have been
held together with the statement specifying the
reasons for not
holding the AGM.
Annual Return of every Small Company shall be signed by the
company secretary, or where there is no company secretary, by the
director of the company.
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4.
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Placing of the annual return on website
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92(3) & 134(3)
(a) & Rule 12(1) of the Companies (Management and
Administration) Rules, 2014.
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Form MGT- 7
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Every company is required to place annual return on the website of the company
and the web address
where annual return
has been placed will be required to be mentioned in the
Board’s Report.
Section 92 (3) shall not apply in case of Specified IFSC
Private Company - vide Notification No.
G.S.R. 9 (E) Dated 4th
January, 2017.
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5.
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Financial Statement
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137 & Rule 12(1)
of Companies (Accounts) Rules, 2014
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E-form AOC-4
&
E-form AOC-4 CFS
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Company is required to file its financial statements,
including consolidated financial statement along with all the documents
required to be or attached to such
financial statements, duly adopted at the
AGM of the company with the Registrar within 30 days of the date of
AGM or in case financial statements are
adopted in the adjourned AGM, within 30 days of the date of adjourned AGM.
If annual general meeting is not held for any year, the financial statements along
with the documents required to be attached under sub-section (1) of section
137 duly signed along with the statement of facts and reasons for not holding
the annual general meeting shall be with the
Registrar within 30 days of the last date before which the annual general
meeting should have been held.
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6.
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Board’s Report
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134 & Rule 8 of
the Companies (Accounts) Rules, 2014
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Board’s Report shall
be prepared mentioning all the information required to be included in
it for Small Company under Section 134. It should
be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least
2 Directors one of whom shall be a managing director
or by the director where there is One (1)
director.
In case of a Specified IFSC private company, if any information listed in this sub-section
is provided in the financial statement, the company may not include such
information in the report of the Board of Directors. (refer Notification
dated 4th January, 2017)
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7.
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Circulation of
Financial Statement & other
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136
Relevant Documents
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Company shall send to all the members of the Company, all trustees for the debenture
holders and to all persons being the
persons so entitled, copy of the (approved) Financial Statements (including
consolidated Financial Statements, if any
auditor’s report and every other document required by law to be annexed/ attached to the financial statements) at least
21 clear days before the Annual General Meeting.
(Except in case
of AGM is called on Shorter Notice
pursuant to section 101(1).
In case of private company
which is a small company, Section
101 shall apply, unless otherwise specified
in
respective
sections or the articles of
the company provide otherwise.
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8.
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Notice of AGM
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101 & Rule 18 of
the Companies (Management and Administration) Rules, 2014 & SS- 2
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Every Notice of Annual General Meeting shall be prepared as per Section 101 of Companies Act, 2013
and Secretarial Standard - 2.
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9.
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Sending of Notice of AGM
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101 & SS -
2
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Notice of Annual General Meeting shall be sent to all the
Directors, Members, Auditors, legal representative of any deceased member and
the assignee of an insolvent member.
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10.
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Board Meetings
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173 (5) &
SS-1
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Every Small Company shall hold at least one (1) meeting
of the Board of Directors in
each half of a calendar year and the gap between the two meetings shall not
be less than 90 days.
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11.
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Notice of Board Meeting
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173 (3) &
SS-1
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A meeting of the Board shall be called by giving not less than 7 days’ notice in writing to every
director at his address registered with the company and such notice shall be
sent by hand delivery or by post or by electronic means.
However, meeting of the Board
may be called at shorter notice to transact urgent business.
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12.
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Appointment of Auditor
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139(1) &
Rule 4(2)
of the Companies
(Audit and Auditors) Rules, 2014.
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E-form ADT-1
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Auditor shall be appointed for 5 years in the AGM. The company
shall inform the auditor concerned of
his or its appointment, and also file a notice of such appointment with the Registrar within
fifteen (15) days of the meeting in which the auditor is appointed in
E-form ADT-1.
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13.
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Register of members
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88 & Rule 3 of the
Companies
(Management and Administration) Rules, 2014.
Form
MGT.1 & Form MGT.2
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Company
shall keep & maintain the following mandatory Registers:
l Register of Members,
l Register of debenture-holders,
l Register of any other
security holders.
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