Annual Compliance Calendar - Companies Act, 2013 LISTED COMPANY - Series 527 PDF

11/3/2020 Annual Compliance Calendar - Companies Act, 2013 LISTED COMPANY - Series 527
Companies Act, 2013

FCS Divesh Goyal
Annual Compliance Calendar - Companies

Act, 2013 LISTED COMPANY - Series 527
- January 21, 2020
Annual Compliance Calendar - Companies Act,

2013
LISTED COMPANY
(21st January,
2020)
BACKGROUND:
In this Flash editorial, the author begins by referring the

provisions of Companies Act, 2013 read with all Amendment Acts and rules mentioned there
under till Companies (Amendment) Act, 2019.
As per latest amendments, Companies requirements for compliances have been changed in
comparison of compliance requirement as on 01st April, 2014 when Companies Act, 2013 came
into effect.
After commencement of Companies Act, 2013 from 01st April 2014 Compliance requirement
of Companies has been increased Like: MSME-1, BEN-2, Dematerialization of Shares, DPT-3
etc. Even no exemptions are granted to Public Limited Companies under Companies Act,
2013.
Meaning of Public Company:

"Public Company" means a company which—
(a) is not a private company
Provided that a company which is a subsidiary of a company, not being a private company, shall be
www.csdiveshgoyal.info/2020/01/annual-compliance-calendar-companies.html 1/13
deemed to be public company for the purposes of this Act even where such subsidiary company
continues to be a private company in its articles ;
Detailed article on “Deemed Public Company” available on following Link

http://www.csdiveshgoyal.info/2016/04/deemed-public-company.html
Meaning of Listed Company:

(52) "listed company" means a company which has any of its securities listed on any recognised
stock exchange;
Important Features of Listed Companies:

i. All shares should be in Demat.
ii. Provisions of Secretarial Auditor shall be applicable on Listed Companies.
iii. Loan to Directors and relative of Directors are strictly prohibited.
iv. Needs to file MGT-14 for all the resolutions passed u/s 179(3).
v. Provisions of KMP, MD and WTD Applicable on Listed Companies.
vi. Remuneration to Directors are restricted as per Section 197 of Companies Act, 2013.
vii. Independent Directors are mandatory to appoint.
viii. Women Directors are mandatory to appoint.
ix. CEO/ CFO are mandatory to appoint.
Major Changes are as follow:

1. Annual Return (MGT-7): Annual Return is Form MGT-7. This is a very lengthy form.
* Annual Return [MGT-7] of Listed Company mandatory required signature of Company

Secretary in employment. Annual Return need be file with ROC with the Digital Signature of
Directors and Company Secretary in employment.
§ Certification of Annual Return by Company Secretary (MGT-8):

a) All Listed Companies
2. Secretarial Standard: From 1stJuly 2015 onwards, every meeting of Board of Directors and
Shareholders shall be conducted in consolidation with the provisions of Secretarial
Standards and Companies Act, 2013. It needs a lot of Concentration and documentation.
ANNUAL COMPLIANCES FOR

LISTED COMPANY:
S. No. Section & Particular of Compliance

Rules
1. Receipt of 184(1) Form Every Director of the Company
MBP-1 MBP- 1 in First Meeting of the Board
of Director in each Financial
Year shall disclose his interest

in other entities.
Every Director is required to
submit with the Company a
fresh MBP-1, whenever there is
change in his interest from the
earlier given MBP-1.
2. Receipt of 164(2) Form Every Director of the Company
DIR- 8 143(3)(g) DIR - 8 in each Financial Year will file
with the Company disclosure
of non-disqualification.
3. E- Forms Filing 92 E-form: Annual Return: Every
Requirements Company will file its Annual
MGT-7 Return within 60 days of
Annual Form holding of Annual General
Meeting.
Annual Return will be for the

period 1st April to 31st March.
Annual Return of Every Listed

Company should be signed by
Company Secretary in
Employment.
4. 92 MGT-8 Listed Companies shall submit
Certificate from Company
Secretary in Practice as an
attachment to MGT-7.
5. 121 MGT-15 Report on AGM:
Company shall prepare in the

Report on each AGM.
6. 137 E-form: Financial Statement: Company

is required to file its Balance

AOC-4 Sheet along with Statement of
Profit and Loss Account, Cash
flow statement, Directors’
Report and Auditors’ Report in
this form within 30 days of
holding of Annual General
Meeting.
Attachment:
Balance Sheet, Statement of
Profit & Loss Account, Cash
Flow Statement, Directors’
Report, Auditors’ Report and
Notice of AGM.
7. Filing of Section MGT-14 Listed Company required filing
Resolution 117 read this form with ROC within 30
with ROC with 179 days of approval of Directors’
Report and Financial
Statement with ROC.
8. Section MGT-14 Appointment of Secretarial
179(3) Auditor
Company will file MGT-14 along

with copy of Board Resolution
within 30 days of Board
Meeting.
9. Annual Form Section E-form Return of Deposit: Company is

73 DPT-3 required to file this form every
Rule 16 year on or before 30th June in
respect of return of Deposit
and Particulars not considered
as Deposit as on 31st March.
10. Event Based Section BEN-2 Disclosure of Significant
Form 90 Beneficial Owner: Company
shall file BEN-2 within 30 days
of receipt of BEN-1 from Share
holder.
Note: On regular basis
company have to check
whether there is any SBO in
whether there is any SBO in
company due to change in its
shareholding or due to change
in shareholding of body
corporate members.
11. Annual Form Rule 12A DIR-3 KYC of Directors: All the
KYC Directors of company shall file
this form on or before 30th
September every year for all
the directors of the Company.
12. Half Yearly Section MSME-1 Delay in Payment to MSME

Return 405 Vendor: Company have to file
this return half yearly in
respect of pending payments
to MSME vendors as at end of
half year.
· April to Sep -
31st October
· October to March -
30th April
13. Directors’ 134 Directors’ Report shall be prepared by

Report mentioning all the information required
for Company under Section 134 read with
relevant rules and relevant provisions of
other Act.
It should be signed by the “Chairperson”

authorized by the Board, where he is not
so authorized by at least 2 Directors one
of them MD.
14. XBRL Every Listed Companies required

preparing its Financial Statement in
Extensible Business Reporting system.
15. Circulation of 136 Company will send to the members of

Financial the Company approved Financial
Statement Statement, Directors’ Report and
&other Auditors’ Report at least 21 clear days
relevant Dox before the Annual General Meeting.
In case AGM called on shorter notice

then above mentioned documents shall
be circulated on such shorter period.
For holding of AGM on shorter notice
companies need to take the proper
approvals as per the Act.
16. Notice of 101 & SS- Every Notice of Annual General Meeting
AGM II will be prepared as per Section 101 of
Companies Act 2013 and Secretarial
Standard – II.
Every Listed Company will give e-voting
facility.
17. Sending of 101 & SS Notice of Annual General Meeting will be
Notice of sent to following:
AGM · All Directors, Members, Auditors &
Debenture Trustees.
18. Board 173 & Every Company shall hold a minimum
Meetings SS-I number of FOUR meetings of its Board of
Directors every year in such a manner
that maximum gap between two
meetings should not be more than 120
(One hundred twenty) days.
19. Maintenance 88 and Company will maintain the following
of Statutory other mandatory Registers:
Registers sections · Register of Director,
· Registers of Director Shareholding,
· Registers of Members
· Registers of Transfer
· Registers of Related Party transaction

etc
20. Appointment 139 E-form Auditor will be appointed for 5
of Auditor ADT-1 (Five) years and form ADT-1 will

be filed for 5-year appointment
within 15 days of Annual
General Meeting.
21. E- Voting 108 Voting Through Electronic Means:
It is mandatory for the Listed Company to

provide e-voting facility to Shareholders.
22. Postal Ballot 110 Voting Through Postal Ballot:
There are certain Items for which it is

mandatory for the Company to provide
Postal Ballot Facility.
23. Secretarial Section All the Listed Companies are required to
Audit 204 appoint Company Secretary for
Secretarial Audit by filing e-form MGT-14
24. Secretarial 205 A Listed Company is required to get
Audit Report Secretarial Audit of the Company from
the Practicing Company Secretary and
repot in form of MR-3 will be part of
Directors’ Report
25. Internal 138 All the Listed Companies are required to
Auditor appoint Internal Auditor by filing e-form
MGT-14
26. Audit 177 A Listed Company is required to
Committee constitute its Audit Committee and
meetings of Committee will be as per
Secretarial Standard- I.
27. Nomination & 178 A Listed Company is required to
Remuneration constitute its Nomination &
Committee Remuneration Committee and meetings
of Committee will be as per Secretarial
Standard- I.
28. Stake Holder 178 A Listed Company is required to
Relationship constitute its Stake Holder Relationship
Committee Committee and meetings of Committee
will be as per Secretarial Standard- I.
29. Vigil 178 A Listed Company is required
Mechanism constituting policy of vigil mechanism.
Mechanism constituting policy of vigil mechanism.
Above mentioned 29 (Twenty Nine) Compliances are mandatory yearly

compliances for the Listed Company. Except above 29 (Twenty Nine), there
may be event-based compliances Companies.
ANNUAL COMPLIANCES FOR

LISTED COMPANY – UNDER LODR:
QUARTERLY COMPLIANCE
S. No. Regulation reference Timeline
1 Regulation 31 (1) (b)- Shareholding Pattern Within 21 days from the

end of the quarter
2 27(2)(a) – Corporate Governance Report Within 15 days from the
end of the quarter.
3 Regulation 33 (3) (a) - Financial Results Within 45 days from the

alongwith Limited review report/Auditor’s end of the quarter.
report
4 Reconciliation of share capital audit report Within 30 days from the
end of the quarter.
5 Regulation 13 (3) - Statement of Grievance Within 21 days from the
Redressal Mechanism end of the quarter.
6 Regulation 32 (1) - Statement of deviation(s) or -
variation(s).
7 (in case of deviation of proceeds of IPO from
prospectus)
HALF YEARLY COMPLIANCE

Regulation reference Timeline
1 Regulation 7 (3) - Share Transfer Agent – Within 1 month of end of

Compliance Certificate each half of the financial
year
2 Regulation 40 (10) - Transfer or transmission or Within 1 month of end of
transposition of securities (process should each half of the financial
complete within 15 days of receipt provided no year
error in documents)
ANNUAL COMPLIANCE
Regulation reference Timeline
1 Regulation 14 - Fees and other charges to be Within one month of end

paid to the recognized stock exchange(s) of March 31
2 Regulation 24A - Secretarial Compliance Report within 60 days of the end

of the financial year
3 Regulation 33 (3) (d) - Financial Results along Within 60 days from the
with Auditor’s Report: Download Regulation end of the financial year
4 Regulation 34(1) & 36(2) – Annual Report Not later than the day of
commencement of
dispatch to its
shareholders and not less
than 21 days before the

annual general meeting
(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in

Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com). Disclaimer: The
entire contents of this document have been prepared on the basis of relevant provisions
and as per the information existing at the time of the preparation. Although care has been
taken to ensure the accuracy, completeness and reliability of the information provided, I
assume no responsibility therefore. Users of this information are expected to refer to the
relevant existing provisions of applicable Laws. The user of the information agrees that
the information is not a professional advice and is subject to change without notice. I
assume no responsibility for the consequences of use of such information. IN NO EVENT
SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR
INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN
CONNECTION WITH THE USE OF THE INFORMATION
M achuth menon January 22, 2020 at 4:06 AM
Secretarial audit report is as per section 204 read with Rule 9(1) and 9(2) of
Companies (appointment and remuneration of managerial personnel) Rules
2014
Section 205 refers to functions of Company secretary read with rule 10 of
above said Rules.
REPLY
Rishi January 22, 2020 at 8:54 PM
If a Company is debt listed company, then whether it is mandatory to appoint

secretarial auditor or not.?
REPLY
Anonymous January 23, 2020 at 1:01 AM
Yes, It is mandatory.
REPLY
Unknown April 2, 2020 at 9:19 AM

Cost Auditor appointment, ling of cost audit report and DPT 3 form not
covered
REPLY
Pooja Toshniwal April 30, 2020 at 3:05 AM
Can you please share private limited company annual compliance list .
REPLY
ami sheth May 2, 2020 at 10:27 AM
You can also add provision and form ling relating to Cost Audit
REPLY
Ayushi Solanki May 14, 2020 at 12:09 AM
Very useful sir thanks alot for this.
REPLY
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Disclaimer: The entire contents of this document have been prepared on the basis of relevant provis
FCS DIVESH GOYAL
FCS Divesh Goyal is Fellow Member of

Institute of Companies Secretaries of
India having good experience in legal
and secretarial matters. He is member
of various committees of ICSI. He has
already written more than 500 editorials
on Corporate Law. Being a researcher at
heart, he has done rigorous research …
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11/3/2020 Annual Compliance Calendar - Companies Act, 2013 LISTED COMPANY - Series 527

Companies Act, 2013

Annual Compliance Calendar - Companies

Annual Compliance Calendar - Companies Act,

In this Flash editorial, the author begins by referring the

Meaning of Public Company:

(a) is not a private company

Detailed article on “Deemed Public Company” available on following Link

Meaning of Listed Company:

Important Features of Listed Companies:

Major Changes are as follow:

* Annual Return [MGT-7] of Listed Company mandatory required signature of Company

§ Certiﬁcation of Annual Return by Company Secretary (MGT-8):

ANNUAL COMPLIANCES FOR

S. No. Section & Particular of Compliance

Year shall disclose his interest

Annual Return will be for the

Annual Return of Every Listed

5. 121 MGT-15 Report on AGM:

Company shall prepare in the

6. 137 E-form: Financial Statement: Company

is required to ﬁle its Balance

Company will ﬁle MGT-14 along

9. Annual Form Section E-form Return of Deposit: Company is

12. Half Yearly Section MSME-1 Delay in Payment to MSME

13. Directors’ 134 Directors’ Report shall be prepared by

It should be signed by the “Chairperson”

14. XBRL Every Listed Companies required

15. Circulation of 136 Company will send to the members of

In case AGM called on shorter notice

· Registers of Director Shareholding,

· Registers of Related Party transaction

of Auditor ADT-1 (Five) years and form ADT-1 will

21. E- Voting 108 Voting Through Electronic Means:

It is mandatory for the Listed Company to

22. Postal Ballot 110 Voting Through Postal Ballot:

There are certain Items for which it is

Above mentioned 29 (Twenty Nine) Compliances are mandatory yearly

ANNUAL COMPLIANCES FOR

1 Regulation 31 (1) (b)- Shareholding Pattern Within 21 days from the

3 Regulation 33 (3) (a) - Financial Results Within 45 days from the

HALF YEARLY COMPLIANCE

1 Regulation 7 (3) - Share Transfer Agent – Within 1 month of end of

1 Regulation 14 - Fees and other charges to be Within one month of end

2 Regulation 24A - Secretarial Compliance Report within 60 days of the end

than 21 days before the

(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in

M achuth menon January 22, 2020 at 4:06 AM

Rishi January 22, 2020 at 8:54 PM

If a Company is debt listed company, then whether it is mandatory to appoint

Anonymous January 23, 2020 at 1:01 AM

Unknown April 2, 2020 at 9:19 AM

Pooja Toshniwal April 30, 2020 at 3:05 AM

ami sheth May 2, 2020 at 10:27 AM

Ayushi Solanki May 14, 2020 at 12:09 AM

Very useful sir thanks alot for this.

Enter your comment...

Popular posts from this blog

Vacancy Updates (Through Google Form) | Dated: 20-August-2020

Declaration of Commencement of Business - Series 487

A. Declaration of Commencement of Business

Process of Conversion of Loan into Equity

Theme images by Veronica Olson