With the rise in number of young entrepreneurs we have noticed a significant rise in new company registrations in India. Such entrepreneurs have great expertise and insight in their field.
However, they need assistance and guidance is making sure that all the required mandatory compliances under Companies Act, 2013 are done in required time frame.
Types of Compliances under Companies Act, 2013
Compliances under Companies Act, 2013 can be categorized in following types:
After Incorporation Compliances under Companies Act, 2013
There are certain Compliances under Companies Act, 2013 that are required to be done once company registration is successfully completed. After registration every company gains a separate legal entity and it becomes liable to comply with all the legal requirements mandated under the Act. Following is a list of all such required compliances under Companies Act, 2013:
- Verification of Registered Office:
After successful incorporation every company is required to complete verification of its registered office with the registrar of companies. They have an option to communicate the same via SPICe Form at the time of incorporation. However, if that is not done, then it must be communicated through INC-22 within 30 days of incorporation.
- Display company information:
Every registered company is required to display the following information outside its registered office and above its business letters, billheads and on all other official documents and publications:
Corporate Identification Number
Registered office address
Official phone number
Website, email Id u0026amp; Fax No.
- First Board Meeting:
Every newly incorporated company is required to conduct its first board meeting within 30 days from the date of its incorporation.
- Appointment of auditor:
Every company is required to appoint an Auditor within 30 days of incorporation in a board meeting who will either be confirmed or changed in the subsequent AGM.
- Share Certificate Issuance:
Every company is required to issue share certificates to the shareholder named in the incorporation document. All the incorporation details along with share certificate numbers must be mentioned in the records maintained by the company.
- Disclosure of interest by Directors:
Every director is required to disclose the details of interest in other registered companies through Form MBP-1 in the first board meeting held within 30 days after incorporation.
- Maintenance of Minutes:
Every company is required to maintain minutes of every meeting held. These minutes must be prepared within 15 days of such meeting and are to be finalized within 30 days.
- Maintenance of Statutory Registers:
As per Section 85 u0026amp; 88 of companies Act, 2013 every registered company is required to prepare and maintain certain statutory registers at its registered office. These statutory registers include Register of Members, Register of shareholders, Register of Charges, Register of Employee Stock Option, etc.
In case any registered company fails to maintain such statutory registers then such company and directors will be prosecuted and fined under the Act.
Annual Compliances under Companies Act, 2013
Now that we have covered the after incorporation compliances under Companies Act, 2013, lets discuss about the compliances under Companies Act, 2013 that are required to be completed on yearly basis.
Following is a list of all such yearly compliances under Companies Act, 2013:
- Board Meetings:
Here we will discuss the yearly board meeting requirement. This is in addition to the first board meeting every registered company is required to conduct that we discussed in the after incorporation compliances. Every registered company is required to conduct minimum 4 board meeting every year. The maximum gap allowed between two consecutive board meetings is 120 days.
- Annual General Meeting:
Apart from 4 board meetings every company is required to conduct its annual general meeting of its members every year. First AGM is required to be conducted within 9 months from the end of financial year and in the subsequent years it is required to be conducted within 6 months from the end of financial year.Maximum gap allowed between two subsequent annual general meeting is 15 months.
- Receipt of Form MBP-1:
Every director is required to submit a disclosure of his/her interest in every other registered entity in Form MBP-1. This disclosure is required to be done every year in the first Board Meeting by every existing director on a mandatory basis. Along with yearly disclosure every director must also disclose any change in his/her interest in the subsequent board meeting after such change happened.
- Receipt of Form DIR-2:
DIR-2 is used for submission of disclosure of non-disqualification by the directors of the company. The company must ensure receipt of this disclosure form every financial year.
- Preparation of Director’s Report:
As per Section 134 of the Companies Act, 2013 Board of Director of every registered company is required to prepare Director’s report. This Director’s report will be submitted with the Form AOC-4 at the time of annual filing. Director’s report will include information including financials, state of affairs, any kind of changes in company’s composition, declared dividends, loans etc.
- Preparation and circulation of Financial Statements:
Every company is required to ensure maintenance of its financials and circulate the same along with Director’s report and auditor’s report along with the Notice of their annual general meeting.
- Appointment of Auditor:
Every registered company is required to appoint an Auditor. Auditor can be appointed for a period of 5 years and information of their appointment is required to be submitted with the ROC in Form ADT-1. Earlier this appointment was required to be ratified every year in the AGM during the course of those 5 year. However, this requirement has been done away with.
- Filing of E-Form MGT-7:
Section 92 of Companies Act, 2013 specifies that annual return of every company is required to be submitted in e-Form MGT-7. It must be filed within 6 days from the date of its annual general meeting. For every company with paid up capital more than 10 crore rupees along with listed companies the annual return is required to be certified by practicing company secretary.
- Filing of E-Form AOC-4:
Along with annual return you are also required to submit company’s financials are required to be filed with ROC within 30 days from the date of its annual general meeting in e-Form AOC-4. Following documents are submitted as attachments with this form:
Copy of Balance sheet
Copy of Profit and Loss A/c
Notice of AGM
Event based Compliances under Companies Act, 2013
We discussed about compliances under Companies Act, 2013 which are to be done on annual basis even if there are no changes in the state of affairs of the company.
However, apart from such regular compliances there are several even based compliances under Companies Act, 2013 that are required to be adhered to.
Such compliances under Companies Act, 2013 are non-negotiable and are to be adhered to without any lapse. If there is any delay in filing such forms after due date then it attracts penalties and punishments.
Following are examples of few such event based compliances:
- Change in Directorship:
Whenever there is any change in board of directors including appointment and cessation or change in designation it must be communicated to the registrar through filing of DIR-12 within 30 days of such change.
- Change in Registered Office Address:
Any company can change its registered office due to various reasons. However, it is obligated to intimate such change to the Registrar Of Company. Following are different scenarios for change in registered office:
If such change is within the local limits of the city then only INC-22 is required to be filed for intimation.
If such change is outside the boundaries of city but within the state then special resolution is passed. E-Form MGT-14 along with INC-22 is required to be filed.
On the other hand if registered office is shifted to another state or outside the jurisdiction of one ROC to another there are some additional compliance.
Furthermore, along with MGT-14 and INC-22 company is required to file for Central Government approval in INC-23 and its confirmation is filed in INC-28.
- Increase in Authorized Capital:
In case you are planning to increase the authorized capital of any company first step is to pass a special resolution fr changing the MOA in the EGM. File MGT-14 for registering such special resolution. Finally, the next step is to file SH-4 with the ROC.
- Change in Company Name:
If the members decide to change the name of a registered company then following steps are required to be followed:
Check for name availability and reserve it through RUN service.
Pass special resolution and file MGT-14.
File INC-24 for central government approval.
- Registration/Amendment/ Settlement of Charge:
These are the compliances under Companies Act, 2013 in case the company creates any charge i.e a security given for securing any amount of loan. In case of creation of a fresh charge or any modification of existing charge e-Form CHG-1 is required to be submitted.
On the other hand in case of settlement of charge e-Form CHG-4 is to be filed.It is important to consider that these compliances under Companies Act, 2013 are tedious and repetitive process. Such compliances under Companies Act, 2013 is an on going process and not a one time thing. Only event based compliances under Companies Act, 2013 are dependent on any incident.
We provide regular follow up with our client in reference to company’s compliance calendar.
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