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Home / Company - Compliances

Company - Compliances

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Under the Companies Act 1956, a company is require to comply with the following types of compliances:

Filling Based compliances
Record Based compliances
Meeting based compliances
Audit based compliance

Filing Based Compliances

These are those compliances in which intimation is given to Registrar of Companies in respect of following events happening in the company:

Operational Filings
Annual Filings

Operational Filings

Operational events like appointment of director or increase in capital etc are part of any business and whenever any such event takes place, the company is required to intimate such event to the Registrar of Companies through a prescribed form and on payment of prescribed fees, these are known as Operational Filings.

Below are given such operational compliances

Event Applicable Sections e-Forms Time Limit
Appointment/Resignation of Director 303 32 Within 30 days of appointment
Increase in Authorized Share Capital 94 5 Within 30 days of passing of the resolution in this behalf.
Change in Address of Registered Office 146 18 The return has to be submitted within 30 days of incorporation or change of situation of Registered office.
Appointment of Managing director / Whole-time Director / Manager by Public Company 269(2) 25C Within 90 days from the date of appointment
Allotment of Shares on cash 75(1) 2 Return must be submitted within 30 days of allotment of shares<
Allotment of shares in consideration other than cash 75(2) 2 & 3 The Return has to be submitted within 30 days of allotment of shares>
Taking Secured Loan/Modifying terms of such Secured Loan 125/127 8 Within 30 days after the date of its creation.

Note: The delay can be condoned for further period of 30 days subject to payment of additional fees
Issue of Series of Debentures 128 & 129 10 The return has to be filed either by execution of deed or of any debentures of the series, within 30 days of creation of charge.
Payment of secured Loan on which charge is created 138 17 The return must be submitted within 30 days of satisfaction or payment of charge. Only payment of secured loan in full has to be registered.
In case a public company wants to carry on business mentioned in other objects clause of Memorandum of Association 149(2A) 20A Before commencement of new business, the declaration has to be submitted.
Filing of Statutory Report (in case of Public Company only) 165 22 The report must be submitted immediately after sending the same to members preferably within 7 days of the date of report.
On passing of Special Resolution 192 23 Return has to be submitted within 30 days of passing the resolution
Appointment of Managing Director by Board of Directors 192 23 Return has to be submitted within 30 days of appointment
To keep books of accounts at a place other than its registered office 209(1) 23AA Notice has to be submitted within 7 days of the Board's decision.
For conversion of a Public Company into a Private Company. 31(1) 1B Within three months from the date when the special resolution has been passed in this regard.

Annual Filings

Annual Fillings are those fillings which are require to be done each calendar year with the Registrar of Companies, irrespective of whether the Company is carrying on any business or not, the various annual fillings are outlined below:

  • Annual Return
  • Annual Financial Statement

Annual Return

As per section 159 of the Companies Act, 1956 every Company having a share capital shall prepare and file a return containing the following particulars, as they stood on that day, regarding-

  • Details Registered Office,
  • Details of its Members both past and present,
  • Details of its Debenture Holders both past and present,
  • Number of Shares and Debentures,
  • Details of Secured Loan,
  • Details of Its Directors, Managing Directors and Managers both past and present:

Form: Schedule V of the Companies Act, 1956 along with eform 20B

Time Limit: within sixty days from the day on which each of the annual general meetings of the Company is held

Regulatory Authority: Registrar of Companies. Requisite

Fees: Depends upon current Authorized Capital

Annual Financial Statements

As per section 220 of the Companies Act, 1956, every Company is required to file within 30 days of the date on which of each Annual General Meeting is held every year or on the last date on which it must be held that year as per the provisions of the Companies Act, 1956, the following documents with the requisite fees to the concerned Registrar of Companies

  • Audited & Approved Balance sheet & Profit & Loss Account
  • Directors Report
  • Statutory Auditors Report
  • Statement of Subsidiary Companies

Form: Schedule VI of the Companies Act, 1956 along with eform 23AC & 23ACA

Time Limit: within thirty days from the day on which each of the annual general meetings of the Company is held

Regulatory Authority: Registrar of Companies Requisite

Fees: Depends upon current Authorized Capital

Record Based compliances

Every company is required to maintain certain records during the course of its existence, which are outlined below:

Secretarial Records
Books of Accounts

Secretarial Records

Following Secretarial Records are required to be maintained by the Company:

  • Minutes of Meetings
  • Statutory Registers.

Minutes of Meetings

Every Company shall cause the minutes of every proceedings of every meeting of board of Directors of the Company and of every meeting of the shareholders of the Company to be kept by making entries thereof in a book kept for that particular purpose with pages consecutively marked.

The minutes in case of board meeting needs to be signed by the chairman of that meeting or the successive one and in case of minutes of meeting of shareholders, it is to be signed by the chairman of that meeting.

Statutory Registers

Following statutory registers are required to be maintained in compliance of various provisions of the Companies Act, 1956

  • Register of Member: It contains details regarding the past & present members of the Company i.e. their name, address, number of shares held by them, date of becoming member etc
  • Register of Directors: It contains details regarding the past & present directors, secretaries, managers of the company including their other directorships i.e. their name, address, date of appointment etc.
  • Register of Directors Shareholding: It contains the details regarding the shareholding of directors of the Company, in the Company and its various holding and subsidiary companies.
  • Register of Contracts: It contains details regarding contracts entered into by the Company in which the directors of the Company or their relatives are interested.
  • Register of Common Seal: It contains details regarding the date and description of every instrument on which the common seal of the Company has been affixed.
  • Register of Charges: It contains details regarding the various secured loans procured by the Company, the particulars of security given and particulars in respect of the lender.
  • Register of Investments: Every Public Company which provides any loan, guarantee, security or acquire securities of any other body corporate will be required to maintain this register, containing details like name of body corporate, date and terms & conditions of investment or loan etc.
  • Register of Deposits: Every Public Company which accepts deposits from public is required to maintain this register containing details like name of depositor, address, amount of deposit, period of deposit, rate of interest on deposit etc.

Note: There can be more statutory registers which are required to be maintained by the company depending upon the circumstances

Books of Accounts

Every Company has to maintain the necessary accounting records at his registered office in respect of the following:

All sums of money received and expended by the Company and the matters in respect of which the expenditure and receipt takes place. All Assets and Purchases of goods by the Company Assets and liabilities of the Company In case of companies engaged in class of companies engaged in production, processing, manufacturing or mining, activities, such particulars relating to utilization of material or labour or to such other items of costs as may be prescribed by Central Government.

The company can also keep these books of accounts at any other place in India by filling eform 23AA with Registrar of Companies within 7 days of decision.

Meeting based Compliances:

Every Company is required to conduct the followings meetings each year:

Meeting of Directors
Meeting of Shareholders

Meeting of Directors

There should atleast 4 meeting of directors of company in each calendar with one meeting in each quarter and there should not be gap of more than 6 months between two board meetings.

Meeting of Shareholders

In each calendar year, there should be held an Annual General Meeting of the shareholders of the Company to transact the following business

To Approve the Audited Annual Financial Statements To Approve the Audited Annual Financial Statements To Appoint Auditors To Approve Dividend , if any To Appoint Directors

The Annual General Meeting should be held within the time specified in section 166 read with section 210 of the Companies Act, 1956.

Audit Based Compliance:

Companies functioning in India are normally be required to carry out the following audits every financial year, the purpose of these audits is to ensure that legal compliance have been complied and company is functioning in accordance with relevant laws:

Statutory Financial Audit
Secretarial Compliance Audit

Statutory Financial Audit

Every Company has to get its Annual Financial Statement audited by their Statutory Auditor each year after the end of relevant financial year. The statutory Auditors based on their audit submits their report to the shareholders in which they provide their comments as to whether the financial statements have been drawn in conformity with books of accounts and relevant accounting standards or not and whether there is any ambiguity in the financial records or not. The said Audited Financial statements are approved by the shareholders in their Annual General Meeting. The audit report submitted by the statutory auditors will be filled to concerned authority along with Annual Accounts

Statutory Auditor is appointed by the Company every year in their Annual General meeting and he must be Chartered Accountant, who is the member of the Institute of Chartered Accountant of India

Form: Along with Annual Financial Statements

Time Limit: within thirty days from the day on which each of the annual general meetings of the Company is held

Regulatory Authority: Registrar of Companies Requisite

Fees: No fees is charged

Secretarial Compliance Audit

As per section 383A of the Companies Act, 1956, each year within 30 days on which the Annual general Meeting of the Company is held, every Company having a paid-up capital of not less than Rs. 10 Lakhs and not more than Rs. 5 cr or more shall be required to file a compliance certificate given by a practicing Company Secretary with the Registrar of Companies with the requisite fees

Compliance Certificate, is certificate given by a Practicing Company Secretary based on the examination of records provided by the Company for that concerned financial year to the shareholders of that Company, stating that whether the Company has complied with various provisions of the Companies Act, 1956 as applicable from time to time or not, it’s a audit of compliances of the company under the Companies Act, 1956 in respect of those provisions which are outlined under the said Act.

Form: Prescribed under Companies (Issue of Compliance Certificate) Rules along with eform 66

Time Limit: within thirty days from the day on which each of the annual general meetings of the Company is held

Regulatory Authority: Registrar of Companies Requisite

Fees: Depends upon current Authorized Capital

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