Compliances For Small Companies under the Companies Act, 2013

Compliances For Small Companies under the Companies Act, 2013

June 17, 2020
     

Compliances-Small-Companies-Act-2013

Compliances For Small Companies under the Companies Act, 2013 

Sl.
No.
Title
Section & Rules
Particulars of Compliances
1.
Disclosures by a Director of his Interest
184(1) & Rule 9(1)
of Companies (Meetings of Board and its Powers) Rules, 2014.
Form MBP-1
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.
2.
Disqualification
of Directors
164(2) & 143(3)
(g) & Rule 14(1) of Companies (Appointment of Directors) Rules,
2014
Form DIR-8
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.
3.
Annual Return
92(4) & (1) & Rule
11 (1) of Companies (Management
And administration) Rules, 2014
E-form MGT-7
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.
4.
Placing of the annual return on website
92(3) & 134(3)
(a) & Rule 12(1) of the Companies (Management and
Administration) Rules, 2014.
Form MGT- 7
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.
5.
Financial Statement
137 & Rule 12(1) of Companies (Accounts) Rules, 2014
E-form AOC-4
&
E-form AOC-4 CFS
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.
6.
Board’s Report
134 & Rule 8 of the Companies (Accounts) Rules, 2014
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)
7.
Circulation of Financial Statement & other
136
Relevant Documents
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.
8.
Notice of AGM
101 & Rule 18 of the Companies (Management and Administration) Rules, 2014 & SS- 2
Every Notice of Annual General Meeting shall be prepared   as per Section 101 of Companies Act, 2013 and Secretarial Standard - 2.
9.
Sending of Notice of AGM
101 & SS - 2
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.
10.
Board Meetings
173 (5) & SS-1
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.
11.
Notice of Board Meeting
173 (3) & SS-1
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.
12.
Appointment of Auditor
139(1) & Rule 4(2)
of the Companies (Audit and Auditors) Rules, 2014.
E-form ADT-1
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.
13.
Register of members
88 & Rule 3 of the Companies
(Management and Administration) Rules, 2014.
Form MGT.1 & Form MGT.2
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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