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ANNUAL COMPLIANCE FOR PUBLIC LIMITED COMPANY

A public Limited company must comply with the strict rules and regulation after its incorporation. We have the best team of experts to manage your Company compliance. Get in touch with our experts to know more in details


Overview of Annual Compliance for Public Limited Company​

Once you are done with Public Limited Company Registration, the next step is to follow the annual compliance prescribed by the Companies Act, 2013. The Public Limited Companies are classified in two that are Listed and Unlisted Public Limited Companies.
The Public Limited Companies are bounded to adhere to the annual and periodic compliance. A Public Limited Company must pay heavy fines and penalties in case of non- Compliance.

The Public Limited Companies are required to follow the compliances as below:

Post Incorporation Compliance

1 Board of Company Name

Company shall paint or affix the name and address of registered office and keep the same painted/affixed, outside every office or place in which its business is carried on, in legible letters.

2 Letter Head of Company

Every Company shall get its name, address of registered office, CIN, telephone and email printed on all business letters, billheads, letter papers.

3 First Board Meeting

First Board Meeting Should be held within 30 days of incorporation of Company

4 Appointment of First Auditor

The First Auditor of the company shall be appointed by the Board within 30 days of Incorporation who shall hold the office till the conclusion of 1st AGM. In case of First Auditor, filing of ADT-1 is not mandatory. However, It is advisable to file ADT-1 with ROC

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5 Issuance of Share Certificate

The Company is required to issue Share Certificates to the subscribers of memorandum within 60 days of Incorporation of Company.

6 Opening of Bank Account

The Company shall open Bank account and subscribers to the memorandum shall transfer the Amount as per MOA to the Company bank Account

7 Commencement of business

The Company shall commence business within 180 days from the date of incorporation and an e Form has to be filed with the concerned ROC.

8 Appointment of Key Managerial Personnel

Every listed company and unlisted public company having a paid-up share capital of ten crore rupees or more have to appoint whole-time key managerial personnel in MGT-14/Dir-12 Within 30 days of passing the board resolution and MR-1 Within 60 days of passing the board resolution`.

9 Appointment of Internal Auditor and secretarial Auditor

Appointment of Internal Auditor and Secretarial auditor should be made in board meeting and MGT 14 is need to be filed within 30 days from the date of board meeting.

10 Appointment of Cost Auditor

Pursuant to Section 148(3) read with Rule 6(2) and 6 (3A) of the Companies (Cost Records and Audit) Rules, 2014, Appointment of Cost auditor should be done within 30 days from the date of board meeting or 180 days from the end of financial year whichever is earlier in form CRA-2.

Regular Compliance throughout the year

1 Subsequent Board Meeting

Minimum 4 Board Meetings to be held every year with not more than 120 days gap between two meetings. In case of small company, it is appropriate to conduct only two Board Meetings with minimum gap of 90 days

2 Filing of Disclosure of interest by Directors

Every director shall disclose in Form MBP‐1, his concern or interest in any company, body corporate, firm or other association of individuals (including shareholding interest) at First meeting in which he participates as director; orFirst meeting of Board in every financial year orWhenever there is change in disclosures Form MBP‐1 shall be kept in the records of the company..

3 Qualification of Director

Qualification for appointment of director Declaration from Director at the time of appointment or reappointment in Form DIR‐8 Annual disclosure from Director to be taken

4 Resident Director

Every Company is required to appoint at least one Director who has stayed in India for a total period of not less than 182 days in the previous calendar year.

5 Statutory Registers

Every Company shall keep and maintain following Registers in the specified format: Register of Members, Register of other Security Holders residing outside India,Register of Transfer and Transmission of Shares, Register of Charge

6 Minutes of Meeting

Minutes of every general meeting, Creditors, Board and Committee shall be prepared and kept within 30 days of conclusion of every meeting concerned. All appointments in the meeting shall be included in the minutes.Minutes of each meeting shall be entered into Minutes Book along with date of such entry.

7 Number of Directorship

No person shall be a director in more than 20 companies Maximum number of public companies can be 10 .

8 Meeting, at shorter notice

Meeting can be convened on a shorter notice for urgent matters. However, Consent from not less than 95% of members entitled to vote there at.

9 Quorum

Quorum shall be one‐third or two directors, whichever is higher Directors participating through Video Conferencing shall be counted for the purpose of quorum

10 Notice of AGM

Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II and Every Listed Company will give e-voting facility.

11 E- Voting

Voting Through Electronic Means: It is mandatory for the Listed Company to provide e-voting facility to Shareholders.

12 Postal Ballot

Voting Through Postal Ballot: There are certain Items for which it is mandatory for the Company to provide Postal Ballot Facility .

13 Audit Committee

A Listed Company is required to constitute its Audit Committee and meetings of Committee will be as per Secretarial Standard- I.

14 Nomination & Remuneration Committee

A Listed Company is required to constitute its Nomination & Remuneration Committee and meetings of Committee will be as per Secretarial Standard- I.

15 Stake Holder Relationship Committee

A Listed Company is required to constitute its Stake Holder Relationship Committee and meetings of Committee will be as per Secretarial Standard- I.

16 Vigil Mechanism

A Listed Company is required constituting policy of vigil mechanism.

Annual Compliance

1 Subsequent Auditor (ADT-1)

The Board of Director shall appoint the auditor in first AGM of company who shall hold the office till the conclusion of 6th AGM and shall inform the same to ROC by filing ADT-1. The responsibility to file Form ADT 1 is that of the company and not of the auditor within 15 days from the date of appointment.

2 Ratification of Auditor

Shareholders will ratify the appointment of Auditor in every AGM but there is no need to file ADT-1 for ratification.

3 ADT-3

The auditor shall file with the company a resignation letter stating the reason for resigning and file Form ADT-3 with the registrar within 30 days from the date of resignation. Filing form ADT-3 is the responsibility of the auditor and can only be filed if ADT-1 of the relevant auditor was filed.

4 Annual General Meeting

1st Annual General Meeting shall be Within a period of Nine months from the date of closing of the first financial year of the Company Subsequent Annual General Meeting shall be Within a period of six months from the date of closing of financial year and Not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.

5 Filing of Financial Statements (AOC-4/AOC-4 XBRL /AOC-4 CFS)

Every Company is required to file its Financial Statements within 30 days of its Annual General Meeting with Registrar of Company in E-Form AOC-4. Listed Company having paid up share capital of Rupees five crore or more and turnover of Rupees one hundred crores or more and all companies which are required to prepare their financial statements in accordance with companies(Indian Accounting Standards) Rules,2015 that companies are required to file AOC-4 XBRL with 30days from the date of AGM. The Companies who have subsidiary companies, they need to file Consolidated Financial statements AOC-4 CFS within 30 days from the date of AGM.

6 Filing of Annual Return (MGT-7)

Every company is required to file its Annual Return with Registrar of Companies within 60 days of Annual General Meeting in E-Form MGT-7. A company having paid up capital of Rs. 10 Crore or more or turnover of INR 50 Crore or more shall be certified by a Practicing CS in Form MGT-8.

7 Report on AGM:

Every Listed Company shall prepare in the Report in MGT-15 within 30days from conclusion of AGM

8 Approval of annual financial results and Director’s Report(MGT-14)

Every Public Limited company is required to file MGT-14 for board resolution for approval of annual financial results and director’s report within 30 days from the passing of board resolution.

9 Secretarial Audit Report(MR-3)

Every Listed Company and Unlisted public Company having paid up share capital of Rs. 50 crore or more or turnover of Rs. 250 crore or more or outstanding loan or borrowing from bank and financial Institutions of 100 crore or more that companies are required secretarial audit report in MR-3 and it is part of board report.

10 Cost Audit Report (CRA-4)

Company engaged in the production of the goods or providing services, as specified in section 148 having an overall turnover from all its products and services of rupees thirty five crore or more during the immediately preceding financial year, that companies need to submit within 30 days from the date of receipt of cost audit report to central government.

11 Regularization of Additional Director (DIR-12)

If company wants to appoint additional director as director, then it shall regularize the person as director in General Meeting by passing Shareholder Resolution. File form DIR-12 for Change in Designation of Director along with ordinary resolution within 30 days of AGM.

12 Directors’ Report

Directors’ Report is to be filed covering all the information required for Small Company under Section 134 within 30 days of AGM along with Form AOC-4. It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors. .

13 Filing of Financial Statements of a Foreign Co.

Every Foreign Company is required to file Annual accounts (consolidated financial statements/ global accounts) along with the list of all principal places of business in India within 6 months of close of the Financial Year.

14 Filing of Annual Return of a Foreign Co.

Every foreign company shall prepare and file annual return of the company in e-Form FC-4 within 60 days from the close of financial year.

15 Directors KYC(DIR-3KYC)

A All the Directors of company shall file this form on or before 30th September every year for all the directors of the Company.

16 E-Form MSME-I

Every Company having outstanding payments dues to micro and small enterprises and in case the payment of the payment is pending beyond 45 days, then the Company has to furnish details regarding delay in payments in Form MSME-I as per the following timeline: For April to September by 30th October For October to March by 30th April.

17 E-Form DPT-3

All the Company having any outstanding loan/amount as on 31st March of every financial year has to furnish details and bifurcation of such outstanding amount irrespective of the fact whether such amount is falling under the definition of deposit or not by 30th June.

18 E-Form PAS-6

Every Public company has to file reconciliation of share capital audit report within 60 days from the completion of half year i.e.on 30th May and 29th November.

3. Income Tax Return Due Dates
4. Alternative Minimum Tax (AMT) Audit C

COMPLIANCES FOR LISTED COMPANY – UNDER LODR:

  • Regulation 31 (1) (b)- Shareholding Pattern
Within 21 days from the end of the quarter
  • Corporate Governance Report
Within 15 days from the end of the quarter.
  • Reconciliation of share capital audit report
Within 30 days from the end of the quarter.
  • Regulation 33 (3) (a) – Financial Results
Within 45 days from the end of the quarter and in last financial quarter, within 60days from the end of the quarter.
  • Regulation 13 (3) – Statement of Grievance Redressal Mechanism:
Within 21 days from the end of the quarter.
  • Regulation 7 (3) – Share Transfer Agent – Compliance Certificate:
Within 1 month of end of each half of the financial year
  • Regulation 40 (10) – Transfer or transmission or transposition of securities:
Within 1 month of end of each half of the financial year
  • Regulation 14 – Fees and other charges to be paid to the stock exchange:
Within one month of end of March 31 of every year
  • Regulation 24A – Secretarial Compliance Report:
Within 60 days of the end of the financial year
  • Regulation 34(1) & 36(2) – Annual Report:

Event based Compliance


Following are the event based Compliances.

Sr. No.

Particulars Form No. Time Limit
1. Change in Directors or KMP DIR-12 Within 30 Days from the date of change
2 Increase in Authorized Share capital SH-7 Within 30 days of passing Ordinary Resolution
3 Increase in Paid up share capital (Issue of security) PAS-3 Within 15 days from the date of allotment
4 Change in registered office INC-22 Within 15 days from the date of change in Registered Office
5 Change in secured borrowing (Creation, modification and satisfaction of charge) CHG-1 Within 30 days of its creation / Modification / Satisfaction
6 Change of name of company INC-24 Within 60 days from the date of reservation of name
7 Conversion of company INC-27 Within fifteen days of the receipt of the order from the Central Government.
8 Filing of resolution and agreements MGT-14 Within 30 days from date of passing resolution
9 Removal of Director before Expiry ADT-2 Within 30 days from date of passing Special Resolution
10 Report for Disqualification of the Director DIR-9 Within 30 days of such disqualification (To be filed by company)
11 Notice of Resignation by Director (Optional) DIR-11 Within 30 days from date of Resignation

Estabizz Procedure for public Limited Company Annual Compliance & Filling

    1. Estabizz receive your request for Public Limited Company compliance

    2. We will assign a skilled professional having complete business compliance knowledge. That professional will manage the compliance for your Public Limited Company. You can get in touch with the professional at any point of time for deliberation and assistance concerning compliance throughout your journey with Estabizz.

    3. Our Team will help your Public Limited Company to maintain statements and prepare the financial report for each year.

    4. Our Team will collect all the required documents and will complete all below designated compliance activities for your Public Limited Company.

    Manage Accounts and Make financial statements

    Annual returns

    Annual General Meeting

    Board meetings

    Director reports

    Annual Filing of Forms

    Yearly Forms by Directors

    5 Our Team will collect all the mandatory documents/information and file your Public Limited Company Statutory Audit Report with ROC (Registrar of Companies) along with the necessary documents after getting final approval from your finance team if required.

    6. Our Team will help your Public Limited Company in accounts scrutiny.

    7. Our Team will draft minutes of meetings, announcements and will also manage the statutory register.

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