Annual Compliance Applicable to Public Limited Company

Neha Rajan Redekar , Last updated: 02 September 2021
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DEFINITION

According to Section 2(71) of the Companies Act, 2013 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 deemed to be a public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles;

ANNUAL COMPLIANCE APPLICABLE TO PUBLIC LIMITED COMPANY

(1) FIRST QUARTER (APRIL-JUNE)

Form and Particulars	Section and Rules	Particulars/Compliance	Due Date	Penalty
Holding First Board Meeting	Section 173 of Companies Act, 2013 and SS-1	Companies are required to hold Minimum 4 Board Meetingsin every FY and gap between two meetings shall not be more than 120 days. (At least 1 Board Meeting to be held in each quarter)	-	Sinceno specific penalty provided in Section 173, therefore Section 450 shall be applicable. Company and every officerin default shall be liable to a penalty of Rs. 10,000/- and in case of continuingcontravention, with a further penalty of Rs. 1,000/- for each day after the first during which the contravention continues, subject to a maximum of Rs. 2,00,000/- in case of a company and Rs. 50,000/- in case of an officerin default.
Form- MBP-1 Disclosure of Interest by Directors in other Entities	Section 184(1)of Companies Act, 2013 and Rule 9 of Companies (Meetings of Board and its Powers) Rules 2014	Every Director of theCompany in First meeting of Board ofDirector in eachFinancialYear shall disclose hisinterest in other entities inform MBP-1 with theCompany. In case there is any change in disclosure then at the first Board Meeting after such change.	-	Such Director shall be liable to penalty of Rs. 1,00,000/-
Form- DIR-8 Directors Intimation regarding his Disqualification	Section 164(2) ofCompanies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014	Every Director shall inform the Company about his disqualificationsunder section 164(2) of the Companies Act, 2013 before he is appointed or re-appointed.	At the time of appointment or re-appointment	-
Audit Committee Meeting (If Applicable)	Section 177 of Companies Act, 2013	Audit Committee should meet at least 4 times in a year and gap between 2 meetings shall not be more than 120 days. (1 Audit Committee Meeting to be held in each quarter)	-	-
Nomination and Remuneration Committee (If Applicable)	Section 178 of Companies Act, 2013	Nomination and Remuneration Committee should meet at least 4 times in a year and gap between 2 meetings shall not be more than 120 days. (1 Nomination and Remuneration Committee Meeting to be held in each quarter)	-	-
Form- MSME-I Half Yearly Return for reporting Outstanding payments to Micro and Small Enterprises	Section 405 of Companies Act, 2013	All the Companies who gets supplies of goods or services from Micro and Small Enterprises and whose payment to such Micro and Small Enterprise suppliers exceed 45 days from the date of acceptance or deemed acceptance of the goods or services.	On or before 30^th April (For October to March)	Company and every officerin default shall be liable to a penalty of Rs. 25,000/- and in case of continuing failure, with a further penalty of Rs. 1,000/- for each day after the first during which such failure continues, subject to a maximum of Rs. 3,00,000/-
Form PAS-6 Reconciliation of Share Capital Audit Report (Half Year)	Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014	Every Unlisted Public Company governed by this rule shall file its Reconciliation of Share Capital Audit Report duly certified by a Company Secretary in practice or Chartered Accountant in practice within 60 days from the conclusion of half year.	On or before 30^th May (For October to March)	Sinceno specific penalty provided in Rule 9A, therefore Section 450 shall be applicable. Company and every officerin default shall be liable to a penalty of Rs. 10,000/- and in case of continuingcontravention, with a further penalty of Rs. 1,000/- for each day after the first during which the contravention continues, subject to a maximum of Rs. 2,00,000/- in case of a company and Rs. 50,000/- in case of an officerin default.
Form DPT-3 Yearly Return of Deposits	Rule 16 and 16A of the Companies (Acceptance of Deposits) Rules, 2014	Every Company other than Government Company shall file Return of Deposits for any outstanding loan or amount irrespective of the fact whether such amount falls under the definition of deposits or not.	On or before 30^thJune every year	Company and every officer in default shall be punishable with fine which may extend to Rs. 5,000/- and where the contravention is a continuing one, with a further fine which may extend to Rs. 500/- for every day after the first day during which the contraventioncontinues.

(2) SECOND QUARTER (JULY - SEPTEMBER)

Form& Particulars	Section and Rules	Particulars/Compliance	Due Date	Penalty
Holding Board Meeting	Section 173 of Companies Act, 2013 and SS-1	Atleast one Board Meeting is required to be held in each quarter.	-	*Refer first Quarter
Audit Committee Meeting (If Applicable)	Section 177 of Companies Act, 2013	At least one Audit Committee Meeting is required to be held in each quarter.	-	-
Nomination and Remuneration Committee (If Applicable)	Section 178 of Companies Act, 2013	At least one Nomination and Remuneration Committee Meeting is required to be held in each quarter.	-	-
Preparing Notice of AGM	Section 101 of Companies Act, 2013 and SS-II	Every Notice of Annual General Meeting shall be prepared as per the provisions of Section 101 of Companies Act, 2013 and SS-II	-	-
Preparing Director’sReport	Section 134 ofCompanies Act, 2013	Directors Report to be prepared in accordance with provisions of Section 134 of the Companies Act, 2013	-	Company shall be liable to a penalty of Rs. 3,00,000/- and every officer in default shall be liable to a penalty of Rs. 50,000/-
Circulation of AGM Notice and Financial Statements	Section 136 of Companies Act, 2013	Company shall send to its Members, Notice of AGM along with approved Financial Statement, Directors Report and Auditors Report.	At least 21 days before the AGM	Company shall be liable to a penalty of Rs. 25,000/- and every officerin default shall be liable to a penalty of Rs. 5,000/-
Form-DIR-3 KYC Directors KYC	Rule 12A and Rule 11(2) and (3) of Companies (Appointment and Qualifications of Directors) Rule, 2014	Every individual holding DirectorIdentification Number (DIN) as on 30^th March of a financial year shall file KYC with MCA every year	On or before 30^th September every year	Late fees of Rs. 5,000/- per KYC (When DIN Status is deactivated)

(3) THIRD QUARTER (OCTOBER - DECEMBER)

Form & Particulars	Section and Rules	Particulars/Compliance	Due Date	Penalty
Holding Board Meeting	Section 173 of Companies Act, 2013 and SS-1	Atleast one Board Meeting is required to be held in each quarter.	-	*Refer first Quarter
Audit Committee Meeting (If Applicable)	Section 177 of Companies Act, 2013	At least one Audit Committee Meeting is required to be held in each quarter.	-	-
Nomination and Remuneration Committee (If Applicable)	Section 178 of Companies Act, 2013	At least one Nomination and Remuneration Committee Meeting is required to be held in each quarter.	-	-
Form- MSME-I Half Yearly Return for reporting Outstanding payments to Micro and Small Enterprises	Section 405 of Companies Act, 2013	All the Companies who gets supplies of goods or services from Micro and Small Enterprises and whose payment to such Micro and Small Enterprise suppliers exceed 45 days from the date of acceptance or deemed acceptance of the goods or services.	On or before 31^st October (For April to September)	Company and every officerin default shall be liable to a penalty of Rs. 25,000/- and in case of continuing failure, with a further penalty of Rs. 1,000/- for each day after the first during which such failure continues, subject to a maximum of Rs. 3,00,000/-
Form PAS-6 Reconciliation of Share Capital Audit Report (Half Year)	Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014	Every Unlisted Public Company governed by this rule shall file its Reconciliation of Share Capital Audit Report duly certified by a Company Secretary in practice or Chartered Accountant in practice within 60 days from the conclusion of half year.	On or before 29^th November (For April to September)	Sinceno specific penalty provided in Rule 9A, therefore Section 450 shall be applicable. Company and every officerin default shall be liable to a penalty of Rs. 10,000/- and in case of continuingcontravention, with a further penalty of Rs. 1,000/- for each day after the first during which the contravention continues, subject to a maximum of Rs. 2,00,000/- in case of a company and Rs. 50,000/- in case of an officerin default.
Form ADT-1 Appointment of Statutory Auditor	Section 139(1) ofCompanies Act, 2013	Company shall appoint Statutory Auditor in AGM for a period of 5 years	Within 15 days from the date of AGM (Not required to be file every year)	Company shall be punishable with fine which shall not be less Rs. 25,000/- but which may extend to Rs. 5,00,000/- and every officer in default shall be punishablewith fine which shall not be less than Rs. 10,000/- but which may extend to Rs. 1,00,000/-
Form AOC-4 Filing Financial Statements	Section137 of Companies Act, 2013 and Rule 12 (1) of the Companies (Accounts) Rules, 2014	Every Company shall file its Financial Statements along with Mandatory Attachments with Registrar of Companies.	Within 30 days from the date of AGM	Company Shall be liable to a penaltyof Rs. 10,000/- and in case of continuing failure, further penalty of Rs. 100/- for each day during which such failure continues, subject to a maximum of Rs. 2,00,000/- and the MD and CFO of the companyand in their absence any other officer in default shall be liable to a penalty of Rs. 10,000/- and in case of continuing failure, with further penalty of Rs. 100/- for each day after the first during which such failure continues, subject to a maximum of Rs. 50,000/-
Form MGT-14 Adoption of Financial Statementand Director’s Report	Section 179(3) of Companies Act, 2013	Every Public Company is required to file board resolution with respect to adoption of Financial Statement and Director’s Report with Registrar of Companies.	Within 30 days from the date of Board Meeting in which the same was adopted.	Company shall be liable to a penalty of Rs. 10,000/- and in case of continuing failure, with a further penalty of Rs. 100/- for each day after the first during which such failure continues, subject to a maximum of Rs. 2,00,000/- and every officer in default, shall be liable to a penalty of Rs. 10,000/- and in case of continuing failure, with a further penalty of Rs. 100/- for each day after the first during which such failure continues, subject to a maximum of Rs. 50,000/-
Form MGT-7 Annual Return	Section 92 of Companies Act, 2013 and Rule 11(1) of Companies (Management and Administration) Rules, 2014	Every Company other than OPC and Small Company shall file its Annual Return in MGT-7 with Registrar of Companies.	Within 60 days from the date of AGM	Company and its every officer in default shall be liable to a penalty Rs. 10,000/- and in case of continuing failure, with further penalty of Rs. 100/- for each day during which such failure continues, subject to a maximum of Rs. 2,00,000/- in case of a company and Rs. 50,000/- in case of an officer in default.

(4) FOURTH QUARTER (JANUARY - MARCH)

Form& Particulars

Section and Rules

Particulars/Compliance

Due Date

Penalty

Holding Board Meeting

Section 173 of Companies Act, 2013 and SS-1

At least one Board Meeting is required to be held in each quarter.

*Refer first Quarter

Maintenance of Statutory Registers

Section 88 of Companies Act, 2013

Following Mandatory Registers Company has to maintain:

Company shall be liable for the penalty of Rs. 3,00,000/-every officer is in default shall be liable to a penalty of Rs. 50,000/-

The author can also be reached at csneharedekar@gmail.com

Disclaimer: Please note that the above article is based on the interpretation of related laws, which may differ from person to person and is not legal advice.