Compliance under Companies Act, 2013 CS Manish Gupta 1

Types of Compliance 1. Annual or periodic compliances. 2. Event based compliances. 3. Regular Compliance 2

 Passed by Lok Shabha on  Passed by Rajya Shabha on  Got President Assent on 29th August 2013 & notified on 30th August, 2013  470 Sections (658)  29 Chapters (13)  7 Schedules (15)  99 Sections were notified on  199 Sections were notified w.e.f  172 Sections Yet to be notified Overview of Companies Act,

Section 5(6) - The Articles of the Company shall be in respective forms specified in Table F (Schedule ‐ I), as may be applicable on the Company. Section 12(3)(a) - Every 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 conspicuous position and legible letters. Section 12(3)(c) - Every Company shall get its name, address of registered office, CIN, telephone/fax no. (if any) and /website address (if any) printed on all business letters, billheads, letter papers, Notices and other official publications. Chapter II – Incorporation of Company 4

Section 11 – Commencement of Business with in 180 days. Section 14(2) - Every alteration of Articles shall be filed with Registrar within 15 days of alteration, together with copy of altered Articles. Section 15(1) - Every alteration made in MOA and AOA shall be noted in every copy thereof. Section 20(1) – Service of Documents to Companies & ROC (Speed Post, Registered Post, Courier Service, by hand or by electronic means) Chapter II – Incorporation of Company 5

Section 56(1) – Transfer of Shares – Transfer Deed SH - 4. Section 56(4) – Delivery of Certificates.  To Subscribers  On Allotment of Shares  On Transfer of Shares  On issue of Debentures Section 71 – Issue of Debentures – PAS – 3. Application Money Received before – Status & Compliances Chapter IV – Share Capital & Debentures 6

Section 74(1) –Deposits accepted before commencement of the Companies Act, Section 76 – Acceptance of Deposits by Companies :  Unsecured loan from Directors  Credit Rating from the Specialized Agency  Deposit Insurance Rule 16 – Return of Deposits - DPT – 3 upto 30 th June. Eligible Companies : Having Net Worth <100 cr or turnover < 500 Cr and passed & filed with ROC, a Special Resolution in this regard, before making any deposits. Chapter V – Deposits 7

Section 77(1) – Registration of Creation & Modification of Charge upto 300 days by the Company / Lender. Section 82 (1) – Registration of Satisfaction of Charge. Section 2(16) - Charge - means an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage. Whether Required on Vehicle Loan or not??? Chapter VI – Charges 8

Section 88 Read with Rule (3) –Register of Members from the date of registration shall be in Form No. MGT ‐ 1 – 6 months from date of commencement of rules. Section 88 Read with Rule (5) – Entries to be made in 7 days. Section 88 Read with Rule (8) – All entries in Register to be authenticated by CS and Date of Board Resolution authorizing the same to be mentioned. Section 88 Read with Rule (5)(2) – Registers to be kept at the Registered Office unless SR for with in the city or to any other place in India, if more than 10% of members resides. Section 88 Read with Rule (6) – Index of Members. Chapter VII – Management & Administration 9

Section 92(1) – Annual Return to be prepared in Form No. MGT ‐ 7 to be filed with ROC within 60 days of Annual General Meeting having details upto the closure of financial year. To be signed by a Director and CS of the Company. For all Companies except Small & OPC Companies. Section 92(2) read with Rule 11 – All Listed Companies or companies having PUC of 10 cr or turnover of 50 cr, shall be certified by PCS in Form MGT - 8. Section 92(3) read with Rule 12 – Extract of the Annual Return in Form MGT – 9, shall be attached with Board Report. Chapter VII – Management & Administration 10

Section 384(2) : Section 92 shall apply on Foreign Companies, Annual Return to be filed in Form FC – 4 in 60 days. Section 94 Read with Rule (15) –Preservation of Records & Registers at Registered Office  Register of Members  Other Registers & Returns To maintain at any other place in India :  More than 1/10 shareholders  Special Resolution  Advance intimation to ROC Section 102 (1) – Explanatory Statement to have interest of all directors / KMP / & their relatives. Chapter VII – Management & Administration 11

Section Quorum : For Private Limited - 2 Members Section Quorum : For Public Limited  5 Members upto 1000 members  15 Members upto 5000 members  30 Members more than 5000 members. Section 120 Read with Rule (27) – Maintenance of Document, Records, Registers & Minutes in electronic form. Section 121 Read with Rule (31) – Report on Annual General Meeting with in 30 days to ROC in Form MGT – 15. Chapter VII – Management & Administration 12

Section 138 – Internal Auditor With in 6 months  For Listed Companies  For Public Companies (50 CR / 200 CR / 100 Cr / 25 cr)  For Private Limited Companies (200 CR / 100 Cr) Section 139 – Appointment of Auditors  First Auditor to be appointed in 30 days.  Casual Vacancy - in 30 days & to be confirmed in GM with in 3 months.  Prior Approval of Audit Committee (10 CR/100CR / 50CR) Section 140 – Auditors to File ADT – 3 with in 30 days of resignation. Section 144 – Auditor not to render services. Comply by 31/03. Section 146 – Auditor to attend Annual General Meeting. Chapter X – Audit & Auditors 13

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