final september magazine - Venture Care...Prashant Kumar Director Happy Reading... Dear readers, September 2017 issue of the e-magazine focuses on compliances required by the diﬀerent

MAGAZIN

EVenture Care

D i g e s t

September 2017 INR 150/-

MAGAZIN

E

Strategy | | |Finance Digital Legal

www.venture-care.com

Compliance

Special

Issue

Compliance

Special

Issue

IndexEditorial

Index3

Legal & Compliance

PROJECT REPORT – AN X-RAY REPORT WITH PRESCRIBED MEDICINE FOR BUSINESS

Index

GUIDE TO SHUT DOWN A OPC

HOW ANNUAL FILINGS WITH ROC HELPS IN CREATING GOOD CORPORATE IMAGE

ANNUAL COMPLIANCE FOR OPC

ANNUAL COMPLIANCE FOR PRIVATE COMPANY OTHER THAN SMALL COMPANY

ANNUAL COMPLIANCE FOR SMALL COMPANY

ANNUAL COMPLIANCE FOR Public Limited Company

ANNUAL COMPLIANCE FOR LISTED COMPANY.

ANNUAL COMPLIANCE FOR LIMITED LIABILITY PARTNERSHIP FIRM (LLP)

ANNUAL COMPLIANCE FOR NIDHI COMPANY (LLP)

FEMA / RBI Compliances

ANNUAL COMPLIANCE OF BRANCH OFFICE

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Special Story

Prashant KumarPrashant KumarDirector

Happy Reading...

Dear readers,

September 2017 issue of the e-magazine focuses on

compliances required by the different legal en��es.

The issue guides you on shu�ng down the OPC (one

Person Company) as per new rules made by MCA. A

company can be closed by winding up of OPC or

Compulsory Winding up (by tribunal)/Voluntary

Winding up (By Promoter) and Closure of company as

defunct.

Doing business and le�ng it grow is good but making

and maintaining corporate image is desired and

required. The issue discusses the various dimensions

including different forms and applicable acts along with

penal�es for “private limited company other than small

company”, “One Person Company”, “Small Company”,

“Public Limited company”, “Listed Company”, “LLP” and

“Nidhi Company”.

Of course India is a big market and foreign companies would like to do business here and set up an office.

BRANCH office (BO) is setup by a foreign company in India to carry out the BRANCH ac�vity for its business.

Sec�on 2(42) of the Companies Act, 2013, defines a foreign company as a company or a body corporate

incorporated outside India and which has a place of business whether by itself or through an agent, in this

country. This defini�on includes a Branch Office; all the provisions of the Act applying to the company will also

apply to the branch office. For establishment of Branch office of a foreign Company in India, we have to follow

provisions of two Act- Companies Act 2013 and RBI Act.

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A project report is a complete outline for star�ng a new business. It discusses right from feasibility to the end

of the business cycle. September issue discusses what all things should be included in a sound project report.

www.Venture-Care.com/Magazine September 2017

Special Story

PROJECT REPORT –AN X-RAY REPORT WITH PRESCRIBED

MEDICINE FOR BUSINESS

A project report is a complete outline for starting

a new business. It discusses right from feasibility to

the end of the business cycle.

4www.Venture-Care.com/Magazine September 2017

Special Story

A project report shall be effec�ve only if it covers all the

dimensions of the business; for example past experience,

present status, problems and future prospects of the

industry. It must give informa�on about the product to be

manufactured and the reasons for selec�ng the product if

the proposed business is a manufacturing unit. It must spell

out the demand for the product in the local, na�onal and the

global market.

It should give informa�on on capital, opera�ons, methodsof func�oning and execu�on of the business etc. The readershould have NO or Very less scope of raising ques�ons to thebusiness promoters.

Let us discuss in detail that the contents included in theproject report are how important.

1 General/Organiza�onal informa�on-

It is a kind of brief synopsis of the project report. It givesinforma�on on the industry in which project/businessbelongs to. It is important because it gives first look idea tothe user that whether the proposed project seemsinteres�ng. It also says that why a par�cular project has beenchosen.

The organiza�onal informa�on provides informa�onabout internal to the organiza�on such as legal status, theloca�on of the plant, key decision makers, their names,age, addresses, qualifica�on, experience, skill set andinforma�on on execu�on team.

Purpose of the project report-2

The general and very common purpose of preparing

a project report is to present the investors or banks' funding.

It should men�on clearly the exact purpose if any also.

Project descrip�on-3nd

It is a 2 important stage of project report. It is importantbecause it does not only provide informa�on about theproject but also analyze the project on “strength &weakness” parameters.

Strengths of a project could be:

1. Strong decision-making team2. Leadership ability3. Visionary capability of management4. Commi�ed team for execu�on5. Sound business model and business plan, etc

The absence of all these above can be a weakness of theproject.

Feasibility study-4 It is a study of the project from different angles. Theinclusion of feasibility study in the project report is verymuch required.

Feasibility Study includes the following:

1. Product informa�on- whether the product chosen for

manufacturing is already tested or it is altogether new

product.

2. Life of the product- what is the average durability of the

product.

3. Demand size- if similar products are already in the

market then what is the market demand size of the

product.

4. Industry trend- If the chosen product is already tested

then es�ma�ng the future industry trend is easier. But

in the case of the new product, the future industry trend

can be based on observing the shi� in needs, purchasing

habits or demographic shi� in the popula�on.

5. Business Model- It's very key components are Revenue

Model and Ini�al target market. Revenue model should

give a fair idea of “From Where sound and consistent

revenue can be generated and How”. Ini�al target market

says “Who are the customers, How their needs can be

fulfilled”. Others are Packaging of product and service,

Making assured the customers, Right distribu�on

channel and other supports, Limited launch, Collec�ng

feedback, Customer rela�on

6. Business Plan- (What for the future)- the Business plan

is very essen�al from company's future point of view. It

should be unbiased, dynamic, well communicated to the

managers etc.

7. Important factors affec�ng the industry are- Chances of

further new entrants, the intensity of compe��ons,

availability of raw material as and when required, quality

of distribu�on channel.

8. SWOT analysis (Strength, Weakness, Opportunity,

Threat):- Strengths and weaknesses are considered from

the company's angle and opportunity and threat are

considered from industry's angle. The importance of

SWOT analysis can be understood from the below table:


Company's Industry's Optimum result

Strengths Opportunity Aggressive

Strengths Threats Combination works as shield

Weaknesses Opportunity No optimum result until weaknesses are

converted into strengths

Weaknesses Threat Very poor situation and company may

have to leave the operation

Finally, Valua�on is most important part of

the project report. It includes:

1. Es�ma�on of project life

2. Sales Projec�ons

3. Es�ma�on of cost

Opera�ng costs mainly include:· Raw material cost

· Payment towards workers, watchman and supervisors

and others

· Electricity cost

1. Variance in sales and cost- it is important for the purpose

of sensi�vity analysis.

2. Es�ma�on of Cost of capital of the business

3. Use of valua�on methods: it is important because the

valua�on method chosen shall give op�mum valua�on

result.

Generally, there are three popular valua�on

models:1. Discounted Cash flow (DCF) model

2. Rela�ve valua�on model

3. Earning Capitaliza�on model

DCF model. For raising equity or other finance from any other sources,

values use this model. Valuer heavily relies upon the expected

future cash flows as communicated by the management. But

the values should reduce the future expected cash flows

because the management may be biased (it has to raise

funds). These cash flows are es�mated for a certain �me

period, say 3-5 years. A�er that, these cash flows are

discounted at a well-es�mated discount rate.

Limita�ons of this model· Expected future cash flows are prone to change due to

various factors such as compe�tors' strategy,

technological changes, brand dilu�on, change in

management strategy etc.

· How to fix up the discount rate? It is also subject to

change over years. Also, there are many factors which

affect the discount rate and these factors are

unpredictable.

Rela�ve valua�on model: This model is used to value a business in rela�on to

similar business. Earnings and/or cash flows of the

business undervalua�on is compared with those of the

similar business and with the help of the given price of the

similar business, a price of the business undervalua�on is

es�mated.

The limita�on is that:· Whether the similar business operates in the same

products, markets

· Whether the similar business uses the same technology

· Whether the similar business is as old as this business

· Whether price/value of the chosen similar business is

unbiased etc.

The last popular model is Earning

Capitaliza�on model: Under this method, Equity earning is capitalized at a

certain rate. This model assumes that the present earning

shall remain fixed forever.

Limita�ons:

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· This model does not consider growth in the business.The rate at which earning is capitalized is prone to change

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9. Valua�on

GUIDE TO SHUT DOWN

A OPCGUIDE TO SHUT DOWN

A OPCA business may need to be closed for many reasons that may be due to business

failure or any other context or circumstance. As per the new rules by...


A business may need to be closed for many reasons that

may be due to business failure or any other context or

circumstance. As per the new rules by MCA (Ministry of

Corporate Affairs) for the closure of the company.

A company can be closed in the following ways-

1. Winding up of OPC

· Compulsory Winding up (by tribunal)

· Voluntary Winding up (By Promoter)

2. Closure of company as defunct

The above op�ons are explained below for a clear

understanding of its applicability as per the situa�on:-

1.Winding Up of an OPC by Company Law

Tribunal An OPC registered in India with MCA (Ministry of Corporate

Affairs) can be closed voluntarily but a�er two years from the

date of incorpora�on of the company. No OPC is allowed to

\wind up its business before the expira�on of the period of

two years except in a case when a company crosses the

threshold limit.

A one person Company can be wind up before the

expira�on of two years if the tribunal is in opinion to close

the company and pass an order for the same.

Key Reason for closing One Person Company by The

Tribunal:

1. If One Person Company crosses the threshold limit

which is exceeding paid up share capital of Rs.50 lakhs

or average annual turnover of Rs.2 crores.

2. If the company is unable to pay debts.

3. If tribunal passes the order to wind up the company.

4. If a company if not complying with the annual

compliances.

The Following Procedures need to befollowed for winning of an OPC by Tribunal:

rd· Passing a resolu�on with the support of 2/3 in the value

of the creditors of the OPC, for voluntary winding up of

the company.

· Within 10 days of its approval from the creditors, the

no�ce of this board resolu�on is to be submi�ed to the

relevant ROC. A declara�on sta�ng that the OPC has no

debts, or if any, they will be cleared through the sales of

its assets within one year.

· If the OPC has been inac�ve for one year a�er its

incorpora�on, then the form FTE is to be filled with ROC

within 30 days from the date of signing of closing OPC.

· The resolu�on for winding up is also to be adver�sed in

the Official Gaze�e and also in a widely circulated

newspaper in the district where head office or registered

office of the closing OPC is situated.

· Appointment of a registered liquidator for processing of

the necessary tasks associated with the winding up of the

OPC. The liquidator is required to maintain and

· Submit all requisite reports and accounts to the tribunal

and also to the registrar.

· Submission of the statement of accounts, statement of

assets and liabili�es, Indemnity Bond, etc.

· If sa�sfied, the Tribunal and the Registrar will pass the

winding up and declare the OPC as closed.

Note: If you have any query please comment in the

comment box below or Talk with a Company Secretary


2. Closure of Company as Defunct The company can be shut by announcing it as a defunct

company and then striking off the name of the company

from the ROC. This can be done by filing the applica�on. The

procedure is same as the followed while incorpora�ng the

company. Before announcing the company as defunct, the

company must have completed at least one year.

Key Reason for closing One Person Company as a

Defunct:

1. If the company itself wants to close.

2. If a company is not in opera�on for the period of one

year.

3. If a company is not even complying with the law.

The procedure of Closing One Person Company as a

Defunct:

· A board mee�ng needs to be held and a board resolu�on

with the majority for declaring the company as defunct

has to be passed.

· A declara�on men�oning that the company is free of

debts or is able to pay the debts if any needs to be done

by the majority of directors.

· A declara�on that the liability, if any, will be met by

applicants; duly signed by the directors of the company on

an indemnity bond should be filed.

· Submit all the required account statements and other

documents providing the true and fair view of the

company with the Registrar.

· The registrar will pass an order to shut the company if he

is sa�sfied.


HOW ANNUAL FILINGS WITHROC HELPS IN CREATING

GOOD CORPORATE IMAGE

HOW ANNUAL FILINGS WITH HELPS IN CREATINGROC

GOOD CORPORATE IMAGE

The success of any business pre�y much depends on its public image.

When a company starts facing several court cases, the general public will

lose their trust in the...


The success of any business pre�y much depends on its

public image. When a company starts facing several court

cases, the general public will lose their trust in the company

and sales in products and services will eventually drop.

Compliance will ensure that a company can uphold a posi�ve

image and build consumer trust. This also helps build

consumer loyalty, since customers are more likely going to

return to a service or product from a company they iden�fy

as trustworthy. This also helps a business with sponsors,

adver�sers, and government requirements. A business that

fulfills annual filing compliance through successful corporate

compliance management generally gets signed quickly and

easily whenever needed. In this ar�cle, am going to list out

the important filings a company must comply with ROC.

Companies Registered in India are required to give

various disclosures, in�ma�ons and filing of various

documents with various government authori�es

annually. These annual compliance are required to be

done by companies whether it is doing business or not

or even if not doing any internal transac�on.

Annual filing with the Registrar ofCompaniesAnnual filing with the Registrar ofCompanies Any Company incorporated in India whether it is a

subsidiary of the foreign company, joint venture en�ty and

others, under the Companies Act are required to file the few

Forms in electronic form with the concerned Registrar of

Companies (RoC).

The E-forms needed to be filed with ROCevery year

AOC – 4:Purpose

1. Financials of the company including Balance sheet,

Profit and loss account, Cash flow statement, its

respec�ve schedules

2. Auditor's Report – It is the view of Statutory Auditor on

financial posi�on of the company and its affairs.

3. Accoun�ng Policies – These are accoun�ng treatment

given by the company while preparing accounts and

financial statements

4. Notes to accounts – These are other financial disclosures

required to be given by Company which are not

separately reflected in balance sheet and profit and loss

account and it's scheduled

5. Directors Report – It is the Directors Explana�on about

company's affairs on various ma�ers affec�ng

shareholders interest along with replies to qualifica�ons

raised by the Statutory Auditor in its Report

MGT – 7:Purpose

To disclose Registrar of Companies following informa�on

1. List of Directors including execu�ve and nonexecu�ve

2. List of Shareholders

3. Change in Directors during the financial year

4. Change in Shareholders during the financial year

5. Dates of Mee�ngs of Board, Commi�ees and

Shareholders held during the year

6. Total share capital Authorized, Issued, Subscribed, called

up and Paid up

7. Total amount of Debentures, Deposits, Loans, secured

or unsecured as on financial year end date

ADT – 1

Purpose

For In�ma�on of Appointment of Statutory Auditor

to RoC


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Consequences of non-filing of E-Forms:Consequences of non-filing of MGT 7:

On Company: not less than Rs.50, 000/- but which may

extend to Rs5, 00,000/- On every Director and officer –

Imprisonment for a term which may extend to 6 months or

Fine which shall not be less than Rs.25,000/- but which may

extend to Rs.5,00,000/- or with both. On Prac�cing

Company Secretary – Penalty which shall not be less than

Rs.50, 000/- but which may extend to Rs.5, 00,000/–

Addi�onal Fees: It may extent to Twelve �mes of normal

filing fees

Consequences of non-filing of AOC – 4:

On Company: not less than Rs.50, 000/- but which may

extend to Rs 5,00,000/- On Director and every officer –

Imprisonment for a term which may extend to One Year or

Fine which shall not be less than Rs.25,000/- but which

may extend to Rs.5,00,000/- or with both. Addi�onal Fees:

It may extend to Twelve �mes of normal filing fees

FOR SUCH HELP FROM THE VERY BEST REGARDING YOUR ANNUAL FILLING WITH ROC NEEDS AND

NECESSITIES, CONTACT .VENTURE CARE

Time Limits for filing E forms:

Sr.No. Form Time Limit Purpose

1 ADT – 1

Within 15 days of

Appointment of Statutory

Auditor (Normally AGM)

Intimation of Appointment of

Statutory Auditor

2 AOC – 4Within 30 Days of Annual

General Meeting

For filing Financials, Auditors

Report and Directors Report

with RoC

4 MGT – 7Within 60 days of Annual

General Meeting

For intimating list of

directors, shareholders,

changes if any

What are the benefits of Annual filing? TIMELY ANNUAL FILLING HELPS IN CREATING GOOD IMAGE

IN PUBLIC

Benefits with reference to Legal Consequence:

· Avoid legal consequences of addi�onal fees, penalty, imprisonment· It serves as a no�ce to public, of any informa�on required to be given by the company under any act· It may serve as a valid proof or evidence in the court of law

Benefits with reference to other than legal

Consequences:

While dra�ing Board's Report, Companies include someaddi�onal informa�on in it which may include

· Companies add Management Discussion in their board report which serves as a medium of vital informa�on to the public. Company through this, communicates various future plans and running projects, future prospects, strengths of the company, steps taken or to be taken by company to overcome its weaknesses and various other informa�on which creates good image in mind of public, government and regulatory authori�es· Transparency: If a company follow all legal provisions of the Act in an ethical manner, it means it maintains transparency among public and creates an image of ethical company in minds of public, regulatory and government· As these documents are filed with Government authori�es and cer�fied by professionals, it can create more confidence to the public about the Company and helps to establish a good image in the eyes of stakeholders.


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ANNUAL COMPLIANCEFOR OPC

ANNUAL COMPLIANCEFOR OPC

One Person Company (OPC) is new type of business

structure in India introduced through Companies Act, 2013.

One Person Company means a company which has only one

person as a member. OPC is hybrid between Private Limited

Company and Proprietorship.

One Person Company must be converted into a Private

Limited Company if it crosses an annual turnover of Rs.2

crores.

In this ar�cle we will try to include all the mandatory

compliances that are to be made by every OPC immediately

a�er incorpora�on and yearly onward.

Mandatory Compliances:GENERAL POST INCORPORATION COMPLIANCES

Every OPC shall affix a board outside the office sta�ng its

name and registered office address.

1. Affix A Board Outside Registered Office:

Le�er heads of OPC with registered office name &

address, CIN, Email-ID, Telephone, website (if any), fax

etc., shall be printed.

2. Le�er Heads:


The first requirement a�er the incorpora�on of OPC is

applying for a Permanent Account Number (PAN)/ Tax

Deduc�on Account Number(TAN). According to

amendment made in incorpora�on procedure PAN & TAN

is integrated with Incorpora�on through MCA website at

�me of Incorpora�on. So no need to follow separate

procedure for PAN and TAN Applica�on.

4. Bank Account:

A�er obtaining PAN OPC shall open a Current Account

with a bank and the promoters shall contribute the

subscrip�on money to the said account.

5. Inward Remi�ances From Non-Residents:

In case the subscribers are non-residents, the share

subscrip�on money shall come by way of Inward

remi�ance. KYC and Inward remi�ance repor�ng is to be

done within 30 days with the Authorized Dealer Bank. The

AD Bank shall issue UIN no. Now, all these filings have to

be done online. The link for the website has been provided

below:

Ebiz Indias G2B portal- advance foreign remi�ance

6. Issue Of Share Cer�ficates:

OPC shall issue Share Cer�ficates to the subscribers of

Memorandum within 60 days from the date of company

incorpora�on. Please ensure that Share subscrip�on

money is received before issuing Share cer�ficates through

proper banking channel.

7. FC-GPR (in case of Non-residents):

Form FC-GPR is to be filed within 30 days of allotment

(issue of share cer�ficates in this case) with the AD bank.

This filing is done online now. The link for the website has

been provided below:

Ebiz Indias G2B portal- FC-GPR

8. Stamp Duty:

Stamp Duty is to be paid within 30 days of Issue of Share

Cer�ficates. Stamp Duty varies from State to State and is

therefore determined by the place (state) in which the

registered office of OPC is situated.

9. 1ST Board Mee�ng:

In order to sa�sfy the requirement of appoin�ng the

1st Auditor of OPC within 1 month from the registra�on

of OPC (as per the requirement of Sec�on 139(6) of the

Companies Act, 2013), the Company shall convene its

1st Board Mee�ng within 30 days from the date of

incorpora�on to consider the following ma�ers:

a. Taking on record the Cer�ficate of Incorpora�on/

maintain the copies of Incorpora�on documents,

No�ng of Registered Office address of OPC,b.

No�ng of 1st directors,c.

Approval of preliminary expenses,d.

Approval for opening of a Current Account,e.

Appointment of 1st Statutory Auditors,f.

Approval of Common Seal.g.

Authoriza�on for Statutory registra�ons.h.

10. Appointment of first Auditor of OPC within 30 days of

Incorpora�on:

Sec�on 139 (6) of the Companies Act, 2013 requires

OPC to appoint its Auditor within 30 days from its

Incorpora�on.

Auditor will be appointed for 1 year �ll the conclusion

of first AGM.

11. 1ST Annual General Mee�ng:

A newly incorporated Company is required to hold its

first Annual General Mee�ng within the period of 9

months from closing of its first financial year.In case of

one Person Company, there is only one member, so

holding of Annual general mee�ng is not required and

only ordinary resolu�on is to be passed in annual

general mee�ng.

12. Service Tax/ VAT/ IEC Registra�ons:

All the statutory registra�ons like Service Tax, VAT, IEC

(Import Export Code) etc. may be applied for, depending

on the type of the Company.

3. PAN / TAN :


A company employing more than 20 employees is liable

to deduct PF contribu�on @ 12% of basic salary & ESIC @

4.75% of salary(As per the latest no�fica�on, ESIC has

raised the threshold wage limit from 15,000 to 21,000).

13. Provident Fund:

14. Maintain Statutory Registers, Minute Books:

Company shall maintain all the statutory books, registers

and minute books as stated in the Companies Act, 2013.

Non-maintenance shall a�ract penal provisions.

15. Register Of Members:

The name of the subscribers to be entered in the Register

of Member with date of incorpora�on of OPC as the date

when subscribers are deemed to have become members

of OPC.

ANNUAL COMPLIANCES1. Mee�ng of Board of Directors:.

It is mandatory for OPC to hold at-least two Board

Mee�ngs in a year and there should be minimum gap of 90

days between two board mee�ng (where there are more

than two board mee�ngs then �me gap of 90 days is not

required).

2. Annual General Mee�ng:

In case of one Person Company, there is only one member,

so holding of Annual general mee�ng is not required and

only ordinary resolu�on is to be passed in annual general

mee�ng.

3. Minutes of proceedings of Mee�ng of Board of Directors,

General Mee�ng:

It is mandatory for every OPC to cause minutes of the

proceedings of every mee�ng of Board of Directors,

General mee�ng within 30 days of conclusion of mee�ng

concerned. Minutes should be entered in the Minutes Book

within thirty days from the date of conclusion of the

Mee�ng.

Minutes of the Mee�ng of the Board or Commi�ee should

be signed and dated by the Chairman of the Mee�ng or the

Chairman of next Mee�ng.

Minutes of a General Mee�ng should be signed and dated

by the Chairman of the mee�ng or in the event of death or

inability of the Chairman, by any director duly authorized

by the Board for the purpose, within thirty days of the

General Mee�ng.

4. Filling of Disclosure of interest by Directors& Disclosure

regarding Non Disqualifica�on:

Director of every OPC are required to give disclosures

about their interest in any other business en�ty in first

Board Mee�ng in which they par�cipate as a Director and

therea�er in First Board Mee�ng of every financial year in

FORM MBP-1 to OPC.

Every Director of OPC in each Financial Year will file

DIR -8(disclosure of non-disqualifica�on) with OPC.

5. Filling of Financial Statements or Financial Results:

Every OPC is required to file its Financial Statements

within 30 days of its Annual General Mee�ng with Registrar

of Company in E-FORMAOC-4

6. Filling of Annual Return:

It is mandatory for every company to file its Annual Return

with Registrar of Companies within 60 days of Annual

General Mee�ng in E-FORM MGT-7.

7. Appointment of Auditor

An Auditor will be appointed for term of One year in AGM

for next financial year and the company needs to file form

ADT -1 within 15 days from AGM date.

8. Maintenance of Statuary Registers:

Following registers are required to be maintained by every

OPC:


Non-Compliancea. MGT-1: Register of Members

b. MGT-2: Register of Debenture Holders

c. MGT-3: Foreign register of members, Debenture

Holders other security holders or beneficiary residing

outside india

d. FORM SH-2: Register of renewed and duplicate share

cer�ficate

e. FORM SH-3: Register of Sweat Equity Shares

f. FORM SH-6: Register of Employee Stock Op�ons.

g. FORM SH-10: Register of Shares or Securi�es bought

back

h. FORM CH-7: Register of Charges

If OPC fails to comply with the rules and regula�ons of

the Companies Act, then OPC and every officer who is in

default shall be punishable with fine for the period for

which default con�nues.

If there is delay in any filing, then addi�onal fees is

required to be paid, which keeps on increasing as the �me

period of non-compliance increases.

The Addi�onal Filing fees depends upon two factors

namely Normal filing fees and the �me period delay in

filing forms.

Period of Delay Additional Fees

Upto 30 days 2 times of normal fees

> 30 days upto 60 days4 times of normal fees

> 60 days upto 90 days 6 times of normal fees


More than 180 days 12 times of normal fees


ANNUAL COMPLIANCE FOR PRIVATE

COMPANY OTHER THAN

SMALL COMPANY

ANNUAL COMPLIANCE FOR PRIVATE

COMPANY OTHER THAN

SMALL COMPANY

Companies incorporated in India are primarily regulated by the recently enacted Companies

Act, 2013. The Companies Act, 2013, provides much legal compliance that are to be made

by every company like repor�ng of financial results, repor�ng of changes in management,

maintenance of statuary registers, audi�ng of accounts etc.

In this ar�cle we will try to include all the mandatory compliances that are to be made by

every Private Limited Company immediately a�er incorpora�on and yearly onward.


Mandatory Compliances:

GENERAL POST INCORPORATION COMPLIANCES


Every Company shall affix a board outside the office

sta�ng its name and registered office address

2. Le�er Heads: Le�er heads of the company with registered office name

& address, CIN, Email-ID, Telephone, website (if any), fax

etc., shall be printed.

3. PAN / TAN:

The first requirement a�er the incorpora�on of a

company is applying for a Permanent Account Number

(PAN)/ Tax Deduc�on Account Number(TAN). According to





4. Bank Account:

A�er obtaining PAN, the company shall open a Current

Account with a bank and the promoters shall contribute

the subscrip�on money to the said account.

5. Inward Remi�ances From Non-Residents:

In case the subscribers are non-residents, the share






below:

Ebiz indias G2B portal- Advance foreign Remi�ance


Company shall issue Share Cer�ficates to the subscribers

of Memorandum within 60 days from the date of company

incorpora�on. Please ensure that Share subscrip�on

money is received before issuing Share cer�ficates through

proper banking channel.






Ebiz indias G2B portal- Fc-GPR

8. Stamp Duty:




registered office of the Company is situated.


In order to sa�sfy the requirement of appoin�ng the 1st

Auditor of the company within 1 month from the

registra�on of the company (as per the requirement of

Sec�on 139(6) of the Companies Act, 2013), the Company

shall convene its 1st Board Mee�ng within 30 days from

the date of incorpora�on to consider the following ma�ers:




b. No�ng of Registered Office address of the Company,

c. No�ng of 1st directors,

d. Approval of preliminary expenses,

e. Approval for opening of a Current Account,

f. Appointment of 1st Statutory Auditors,

g. Approval of Common Seal (if any), (use of Common Seal

has been made op�onal since 2015).

h. Authoriza�on for Statutory registra�ons.

10. Appointment of first Auditor of the company within 30

days of Incorpora�on:

Sec�on 139 (6) of the Companies Act, 2013 requires a

Private Limited company to appoint its Auditor within 30

days from its Incorpora�on.

If Board of directors failed to do so then they shall

inform the same to members and members are required

to appoint company Auditor within 90 days at an EGM.

The Auditor will has to hold office to comple�on of first

AGM. The Company need not to file Form ADT-1as these

provision are applicable to auditors appointed under

Sec�on 139 (1) of the Companies Act, 2013.This mean

filing of form ADT-1 is not required for First Auditor under

Companies Act, 2013.

Auditor will be appointed for 1 year �ll the conclusion of

first AGM except following.

a) All Private Limited Companies with Paid-up Share

Capital >= Rs. 20 crores, or,

b) All Companies with Paid-up Share Capital less than the

threshold limit men�oned above, but having public

borrowings from financial ins�tu�ons, banks or public

deposits >= Rs. 50 crores

Will appoint auditor for the 5 (Five) year and form ADT-1

will be filed for 5-year appointment. A�er that every year

in AGM shareholder will ra�fy the Auditor but there is no

need to file ADT-1

An individual as auditor for more than 1 term of 5

consecu�ve years; and

An audit firm as auditor for more than 2 terms of 5

consecu�ve years.


A newly incorporated Company is required to hold its


months from closing of its first financial year





13. Provident Fund: A company employing more than 20 employees is

liable to deduct PF contribu�on @ 12% of basic salary &

ESIC @ 4.75% of salary(As per the latest no�fica�on,

ESIC has raised the threshold wage limit from 15,000 to

21,000)


Company shall maintain all the statutory books,

registers and minute books as stated in the Companies

Act, 2013. Non-maintenance shall a�ract penal

provisions.

15. Register Of Members: The name of the subscribers to be entered in the

Register of Member with date of incorpora�on of the

company as the date when subscribers are deemed to

have become members of the company.


ANNUAL COMPLIANCES1. Mee�ng of Board of Directors:

The Company is required to hold 4 mee�ngs in every

financial year in such a manner that the gap between 2

Board Mee�ngs should not be more than 120 days. There

should be 1 Board Mee�ng in one Quarter. Two directors should be present at the board mee�ng, or

if there are more than two directors, 1/3rd of the total

directors should a�end the board mee�ngs.


It is mandatory for every Private Limited Company to hold

an AGM in every Calendar Year. Companies are required to

hold their AGM within a period of six months, from the date

of closing of the Financial Year. Time gap between two AGM

should not exceed 15 Months.

The AGM should not be held on public holidays. It should

be held during business hours and at the registered office of

the company, whether it is a city or village.

3. Minutes of proceedings of Mee�ng of Board of Directors,

General Mee�ng: It is mandatory for every company to cause minutes of the

proceedings of every mee�ng of Board of Directors, General

mee�ng within 30 days of conclusion of mee�ng concerned.

Minutes should be entered in the Minutes Book within

thirty days from the date of conclusion of the Mee�ng.






inability of the Chairman, by any director duly authorized by

the Board for the purpose, within thirty days of the General

Mee�ng.



Director of every company are required to give

disclosures about their interest in any other business

en�ty in first Board Mee�ng in which they par�cipate as

a Director and therea�er in First Board Mee�ng of every

financial year in FORM MBP-1 to the Company.

Every Director of the Company in each Financial Year

will file DIR -8(disclosure of non-disqualifica�on) with the

Company.


Every Company is required to file its Financial

Statements within 30 days of its Annual General Mee�ng

with Registrar of Company in E-FORMAOC-4

6. Filling of Annual Return: It is mandatory for every company to file its Annual

Return with Registrar of Companies within 60 days of

Annual General Mee�ng in E-FORM MGT-7.

Annual Return of Private Limited Company whose

Paid up share Capital Exceeding 50 lac; or

Turnover exceeding 2 Crore

has to be sign by Company Secretary in Prac�ce by

affixing DSC on E Form MGT -7.

7. Annual Return Cer�fica�on:

Annual Return of the Company who's paid up share

capital is Rs. 10 Crore or more or turnover of Rs. 50 crore

or more shall be cer�fied by a Company Secretary in

Prac�ce in form of MGT -8.


An Auditor will be appointed for term of One year in

AGM for next financial year and the company needs to

file form ADT -1 within 15 days from AGM date.

Auditor will be appointed for the 5 (Five) year and form

ADT-1 will be filed for 5-year appointment. A�er that

every year in AGM shareholder will ra�fy the Auditor but

there is no need to file ADT-1





consecu�ve years.

The Companies to which the above provision is applicable

are:

a) All Private Limited Companies with Paid-up Share







Following registers are required to be maintained by

every company:

MGT-1: Register of Members

MGT-2: Register of Debenture Holders

MGT-3: Foreign register of members, Debenture Holders

other security holders or beneficiary residing

outside india

FORM SH-2: Register of renewed and duplicate share

cer�ficate

FORM SH-3: Register of Sweat Equity Shares

FORM SH-6: Register of Employee Stock Op�ons.

FORM SH-10: Register of Shares or Securi�es bought

back

FORM CH-7: Register of Charges

Non-Compliance If a Company fails to comply with the rules and regula�ons

of the Companies Act, then the Company and every officer

who is in default shall be punishable with fine for the period

for which default con�nues.





namely Normal filing fees and the �me period delay in filing

forms.








EVENT BASE COMPLIANCES:1. Establishment of Vigil Mechanism:

Following Private Limited Companies shall establish a vigil

mechanism for their directors and employees to report

their genuine concerns or grievances-

(I) Companies which accept deposits from the public

(II) Companies which have borrowed money from Banks

and PFI in excess of Rs.50 Crores.

Companies which are not required to cons�tute Audit

Commi�ee shall nominate a director to play the role of

audit commi�ee for the purpose of vigil mechanism to

whom other directors and employees may report their

concerns.

The details of establishment of Vigil mechanism shall be

disclosed by the company in the website, if any, and in the

Board's Report.

2. Appointment of Internal Auditor:

As per sec�on 138 of Companies Act 2013 certain class of

companies is required to appoint Internal Auditors.

The following class of Private Limited companies shall be

required to appoint an internal auditor or a firm of internal

auditors, namely:-

(I) turnover(income) of 200Cr rupees or more during the

preceding financial year; or

(II) outstanding loans or borrowings from banks or public

financial ins�tu�ons exceeding 100Cr rupees or more

at any point of �me during the preceding financial

year; or

3. Corporate Social Responsibility:

Corporate Social Responsibility (CSR), a term widely use

for defining the responsibili�es of Corporate world towards

the society & environment. In order to encourage more

en��es to par�cipate in CSR, the Government of India has

actually implemented the concept of CSR in the new

Companies Act 2013.

Sec�on 135 of Companies Act 2013, provides that every

specified company shall spend at least 2% of average net

profit made during immediate three preceding financial

years on CSR on projects and programs specified in

Schedule VII of companies act 2013

Eligibility Criteria:

Every Company (whether public/private/foreign

company) having either of following.

I. Net Worth of 500 crore or more,

ii. Turnover of 1000 crore or more,

iii. Net profit of 5 crore or more,

During any financial year shall be required to follow the

CSR provisions.

Applicability of XBRL

Following class of companies shall file their Balance sheet

in XBRL format.

(I) All companies listed in India and their subsidiaries,

including overseas subsidiaries;

(ii) All companies having a paid up capital of Rs. 5 Crore

and above or a Turnover of Rs 100 crore or above.

Provided that company in Banking, Insurance, Power and

NBFC need not to file financial Statement in XBRL format


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ANNUAL COMPLIANCE

FOR

SMALL COMPANY

ANNUAL COMPLIANCE

FOR

SMALL COMPANYThe concept of “Small Company” has been introduced for the first �me by the Companies Act, 2013.

The Act iden�fies some companies as small companies based on their capital and turnover for the

purpose of providing certain relief/exemp�ons to these companies. Most of the exemp�ons

provided to a Small Company are same as that provided to a One Person Company.


SMALL COMPANY:Sec�on 2(85) defines a Small Company as –

''Small Company'' means a company, other than a public

company whose Paid-Up Share capital < 50 Lacs

AND

Turnover < 2crore

Provided that nothing in this Sec�on shall apply to—

1. a holding company or a subsidiary company

2. a company registered under Sec�on 8; or

3. a company or body corporate governed by any special Act


compliances that are to be made by every Small Company

immediately a�er incorpora�on and yearly onward.




Every Small Company shall affix a board outside the office

sta�ng its name and registered office address.

2. Le�er Heads:

Le�er heads of Small Company with registered office

name & address, CIN, Email-ID, Telephone, website (if any),

fax etc., shall be printed.

3. PAN/ TAN:

The first requirement a�er the incorpora�on of Small

Company is applying for a Permanent Account Number






4. Bank Account: A�er obtaining PAN Small Company shall open a Current



5. Inward Remi�ances From Non-Residents: In case the subscribers are non-residents, the share






below:



Small company shall issue Share Cer�ficates to the

subscribers of Memorandum within 60 days from the date

of company incorpora�on. Please ensure that Share

subscrip�on money is received before issuing Share

cer�ficates through proper banking channel.







8. Stamp Duty:




registered office of the Small Companies is situated.




registra�on of the small company (as per the requirement

of Sec�on 139(6) of the Companies Act, 2013), the

Company shall convene its 1st Board Mee�ng within

30 days from the date of incorpora�on to consider the

following ma�ers:








g. Approval of Common Seal.



10. Appointment of first Auditor of Small Company within

30 days of Incorpora�on:


Small Company to appoint its Auditor within 30 days from

its Incorpora�on.


first AGM.


A newly incorporated Small Company is required to hold

its first Annual General Mee�ng within the period of 9

months from closing of its first financial year.




on the type of the Small Company.

13. Provident Fund:

A Small company employing more than 20 employees is


ESIC @ 4.75% of salary(As per the latest no�fica�on, ESIC

has raised the threshold wage limit from 15,000 to 21,000).

14. Maintain Statutory Registers, Minute Books: A small Company shall maintain all the statutory books,


Act, 2013. Non-maintenance shall a�ract penal provisions.


The name of the subscribers to be entered in the

Register of Member with date of incorpora�on of Small

Companyas the date when subscribers are deemed to

have become members of Small Company.


It is mandatory for to hold at-least twoSmall Company

Board Mee�ngs in a year and there should be minimum

gap of 90 days between two board mee�ng (where there

are more than two board mee�ngs then �me gap of 90

days is not required).

2. Annual General Mee�ng: It is mandatory for every Small Company to hold an AGM

in every Calendar Year. Companies are required to hold

their AGM within a period of six months, from the date of

closing of the Financial Year. Time gap between two AGM

should not exceed 15 Months. The AGM should not be held on public holidays. It should

be held during business hours and at the registered office

of the company, whether it is a city or village.

3. Minutes of proceedings of Mee�ng of Board of

Directors, General Mee�ng: It is mandatory for every to causeSmall Company

minutes of the proceedings of every mee�ng of Board of

Directors, General mee�ng within 30 days of conclusion

of mee�ng concerned. Minutes should be entered in the

Minutes Book within thirty days from the date of

conclusion of the Mee�ng.

Minutes of the Mee�ng of the Board or Commi�ee

should be signed and dated by the Chairman of the

Mee�ng or the Chairman of next Mee�ng.

Minutes of a General Mee�ng should be signed and

dated by the Chairman of the mee�ng or in the event of

death or inability of the Chairman, by any director duly

authorized by the Board for the purpose, within thirty days

of the General Mee�ng.




Director of every are required to giveSmall Company

disclosures about their interest in any other business

en�ty in first Board Mee�ng in which they par�cipate as a

Director and therea�er in First Board Mee�ng of every

financial year in FORM MBP-1 to .Small Company

Every Director of in each Financial YearSmall Company

will file DIR -8(disclosure of non-disqualifica�on) with Small

Company.


Every Small Company is required to file its Financial

Statements within 30 days of its Annual General Mee�ng

with Registrar of Company in E-FORMAOC-4






An Auditor will be appointed for term of One year in AGM

for next financial year and the small company needs to file

form ADT -1 within 15 days from AGM date.



Small Company:




other security Holders or beneficiary residing

outside India.


cer�ficate



FORM SH-10: Register of Shares or Securi�es bought back


Non-Compliance

If fails to comply with the rules andSmall Company

regula�ons of the Companies Act, then andSmall Company

every officer who is in default shall be punishable with fine

for the period for which default con�nues.






forms.








ANNUAL COMPLIANCE

FOR

Public Limited Company

ANNUAL COMPLIANCE

FOR

Public Limited CompanyCompanies incorporated in India are primarily regulated by the recently enacted Companies

Act, The Companies Act, 2013, provides much legal compliance that are to be made by 2013.

every Public company like repor�ng of financial results, repor�ng of changes in management,

maintenance of statuary registers, audi�ng of accounts etc.



compliances that are to be made by every Public Limited

Companyimmediately a�er incorpora�on and yearly onward.




Every a shall affix a board outside the office sta�ng its

name and registered office address.

2. Le�er Heads:

Le�er heads of a Company with registered office

name & address, CIN, Email-ID, Telephone, website (if any),

fax etc., shall be printed.

3. PAN/ TAN:

The first requirement a�er the incorpora�on of a

Company is applying for a Permanent Account Number






4. Bank Account: A�er obtaining PAN a Company shall open a Current









below:



company shall issue Share Cer�ficates to the

subscribers of Memorandum within 60 days from the date

of company incorpora�on. Please ensure that Share

subscrip�on money is received before issuing Share

cer�ficates through proper banking channel.







8. Stamp Duty:




registered office of the Small Companies is situated.




registra�on of the small company (as per the requirement

of Sec�on 139(6) of the Companies Act, 2013), the

Company shall convene its 1st Board Mee�ng within

30 days from the date of incorpora�on to consider the

following ma�ers:








g. Approval of Common Seal (if any), (use common

seal has been made op�onal since 2015).


10. Appointment of first Auditor of Small Company within

30 days of Incorpora�on:


a Company to appoint its Auditor within 30 days from

its Incorpora�on.


If Board of directors failed to do so then they shall inform

the same to members and members are required to appoint

company Auditor within 90 days at an EGM. The Auditor will

have to hold office to comple�on of first AGM. The Company

need not to file Form ADT-1 as these provision are applicable

to auditors appointed under Sec�on 139 (1) of the

Companies Act, 2013.This mean filing of form ADT-1 is not

required for First Auditor under Companies Act, 2013.


first AGM except following.

a) All Unlisted Public Companies with Paid-up Share Capital

>= Rs. 10 crores, or,





Will appoint auditor for the 5 (Five) year and form ADT-1

will be filed for 5-year appointment within 15 days of AGM.

A�er that every year in AGM shareholder will ra�fy the

Auditor but there is no need to file ADT-1




consecu�ve years.


A newly incorporated a Company is required to hold its


months from closing of its first financial year.





13. Provident Fund:

A company employing more than 20 employees is


ESIC @ 4.75% of salary(As per the latest no�fica�on, ESIC

has raised the threshold wage limit from 15,000 to 21,000).

14. Maintain Statutory Registers, Minute Books: A Company shall maintain all the statutory books,


Act, 2013. Non-maintenance shall a�ract penal

provisions.

15. Register Of Members: The name of the subscribers to be entered in the

Register of Member with date of incorpora�on of a

Company the date when subscribers are deemed to

have become members of the Company.





should be 1 Board Mee�ng in one Quarter.

Two directors should be present at the board mee�ng, or




It is mandatory for every Company to hold an AGM in

every Calendar Year. Companies are required to hold their

AGM within a period of six months, from the date of

closing of the Financial Year.Time gap between two AGM

should not exceed 15 Months.



of the company, whether it is a city or village.3. Minutes of proceedings of Mee�ng of Board of

Directors, General Mee�ng:

It is mandatory for every company to cause minutes of

the proceedings of every mee�ng of Board of Directors,


concerned. Minutes should be entered in the Minutes

Book within thirty days from the date of conclusion of the

Mee�ng.






inability of the Chairman, by any director duly authorized

by the Board for the purpose, within thirty days of the

General Mee�ng.




Director of every company are required to give disclosures

about their interest in any other business en�ty in first

Board Mee�ng in which they par�cipate as a Director and


FORM MBP-1 to the Company.

Every Director of the Company in each Financial Year will

file DIR -8(disclosure of non-disqualifica�on) with the

Company.

5. Adop�on of Financials and Director Report: Every Company has to adopt Financial and Director Report

of the Company in there Board Mee�ng and has to file

E Form MGT-14 along with copy of Board Resolu�on within

30 daysof Board Mee�ng.


Every Company is required to file its Financial Statements


of Company in E-FORMAOC-4





Annual Return of all Public Limited Company has to be sign

by Company Secretary in Prac�ce by affixing DSC on E Form

MGT -7.

8. Annual Return Cer�fica�on: Annual Return of every unlisted public company having

share capital of Rs. 10 crore or more or turnover of Rs. 50

crore or more has to be cer�fied by Prac�cing Company

Secretaries of India in Form no. MGT-8.

9. Appointment of Auditor: An Auditor will be appointed for term of One year in AGM

for next financial year and the company needs to file form

ADT -1 within 15 days from AGM date.


ADT-1 will be filed for 5-year appointment. A�er that every

year in AGM shareholder will ra�fy the Auditor but there is

no need to file ADT-1




consecu�ve years.

The Companies to which the above provision is applicable

are:a) All Unlisted Public Companies with Paid-up Share








company:





outside India.


cer�ficate





Non-Compliance If a Company fails to comply with the rules and regula�ons

of the Companies Act, then the Company and every officer

who is in default shall be punishable with fine for the

period for which default con�nues.






forms.








EVENT BASECOMPLIANCES:

1. Secretarial Audit Report:

According to Sec�on 204 (1) of the Companies Act 2013

mandates Secretarial Audit for every public company having

a paid-up share capital of 50crore rupees or more; or every

public company having a turnover* of 250crore rupees or

more.

2. Audit Commi�ee:

According to Sec�on 177 of the Companies Act 2013

following Public Limited Companies shall cons�tute Audit

Commi�ee.

(I) all public companies with a paid up capital of Rs.10

Crores or more; or

(ii) all public companies having turnover of Rs.100 Crores

or more; or

(iii) all public companies, having in aggregate, outstanding

loans or borrowings or debentures or deposits

exceeding Rs.50 Crores or more.

The paid up share capital or turnover or outstanding loans,

or borrowings or debentures or deposits, as the case may

be, as exis�ng on the date of last audited Financial

Statements shall be taken into account

3. Nomina�on & Remunera�on Commi�ee:

According to Sec�on 178 of the Companies Act 2013

following Public Limited Companies shall cons�tute

Nomina�on and Remunera�on Commi�ee (I) all public companies with a paid up capital of Rs.10

Crores or more; or


or more; or




The paid up share capital or turnover or outstanding loans,

or borrowings or debentures or deposits, as the case may

be, as exis�ng on the date of last audited Financial

Statements shall be taken into account

4. Appointment of Independent Director:

According to Sec�on 149 (6) an independent director in

rela�on to a company, means a director other than a

managing director or a whole-�me director or a nominee

director.

The Following Public Limited Companies shall have at

least 2 directors as independent directors:

(I) all public companies with a paid up capital of Rs.100

Crores or more; or


or more; or




5. Establishment of Vigil Mechanism:

Following Public Limited Companies shall establish a vigil

mechanism for their directors and employees to report

their genuine concerns or grievances-

(I) Companies which accept deposits from the public

(ii) Companies which have borrowed money from Banks

and PFI in excess of Rs.50 Crores.

Companies which are not required to cons�tute Audit

Commi�ee shall nominate a director to play the role of

audit commi�ee for the purpose of vigil mechanism to

whom other directors and employees may report their

concerns.



Board's Report.


6. Appointment of Woman Director:

As per second Proviso to Sec�on 149(1) the following class

of Public companies is required to appoint at least one

Woman Director-

(I) All Public Companies Having Paid up capital of Rs.100

crores or more; or

(ii) All public companies having turnover of Rs.300 Crores

or more; or


As per sec�on 138 of Companies Act 2013 certain class of

companies is required to appoint Internal Auditors.

The following class of Public Limited companies shall be

required to appoint an internal auditor or a firm of internal

auditors, namely:-

(a) paid up share capital of 50Cr rupees or more during the


( b) turnover(income) of 200Cr rupees or more during the


( c) outstanding loans or borrowings from banks or public

financial ins�tu�ons exceeding 100Cr rupees or more at

any point of �me during the preceding financial year; or

(d) outstanding deposits of 25Cr rupees or more at any

point of �me during the preceding financial year; and


Corporate Social Responsibility (CSR), a term widely use for

defining the responsibili�es of Corporate world towards the

society & environment. In order to encourage more en��es

to par�cipate in CSR, the Government of India has actually

implemented the concept of CSR in the new Companies Act

2013.




years on CSR on projects and programs specified in Schedule

VII of companies act 2013

Eligibility Criteria:

Every Company (whether public/private/foreign company)

having either of following.





CSR provisions.

9. Appointment of Company Secretary:

As per sec�on 203 of Companies Act 2013 every listed

Company and every public company having paid up share

capital of rupees 5 Cr or more shall have whole-�me

Company Secretary in employment. And as per sec�on 203

of Companies Act 2013 above specified company also need

to appoint whole-�me-key managerial personnel and as

per Sec�on 2(51) of the Companies Act 2013 Company

Secretary also covered under the defini�on of Key

managerial personnel.

10. Applicability of XBRL


in XBRL format.

(I) All companies listed in India and their subsidiaries,





NBFC need not to file financial Statement in XBRL format.


ANNUAL COMPLIANCE FOR

LISTED COMPANY.


LISTED COMPANY.Companies incorporated in India are primarily regulated by the recently enacted Companies Act,

2013. The Companies Act, 2013, provides much legal compliance that are to be made by every

Listed company like repor�ng of financial results, repor�ng of changes in management, maintenance

of statuary registers, audi�ng of accounts etc.

In this ar�cle we will try to include all the mandatory ROC compliances that are to be made by

every Listed Company immediately a�er incorpora�on and yearly onward.





Every Company shall affix a board outside the office sta�ng

its name and registered office address

2. Le�er Heads:

Le�er heads of the company with registered office name &

address, CIN, Email-ID, Telephone, website (if any), fax etc.,

shall be printed.

3. PAN/TAN:

The first requirement a�er the incorpora�on of a company

is applying for a Permanent Account Number (PAN)/ Tax

Deduc�on Account Number(TAN). According to amendment

made in incorpora�on procedure PAN & TAN is integrated

with Incorpora�on through MCA website at �me of

Incorpora�on. So no need to follow separate procedure for

PAN and TAN Applica�on.

4. Bank Account:

A�er obtaining PAN, the company shall open a Current

Account with a bank and the promoters shall contribute the



subscrip�on money shall come by way of Inward remi�ance.

KYC and Inward remi�ance repor�ng is to be done within 30

days with the Authorized Dealer Bank. The AD Bank shall

issue UIN no. Now, all these filings have to be done online.

The link for the website has been provided below:




Company shall issue Share Cer�ficates to the subscribers

of Memorandum within 60 days from the date of company

incorpora�on. Please ensure that Share subscrip�on money

is received before issuing Share cer�ficates through proper

banking channel.

7. FC-GPR (in case of Non-residents): 30 days of allotment (issue of share cer�ficates in this case)

with the AD bank. This filing is done online now. The link for

the website has been provided below:

8. Stamp Duty:




registered office of the Company is situated.




registra�on of the company (as per the requirement of

Sec�on 139(6) of the Companies Act, 2013), the Company

shall convene its 1st Board Mee�ng within 30 days from the

date of incorpora�on to consider the following ma�ers:

I. Taking on record the Cer�ficate of Incorpora�on/


ii. No�ng of Registered Office address of the Company,

iii. No�ng of 1st directors,

iv. Approval of preliminary expenses,

v. Approval for opening of a Current Account,


vi. Appointment of 1st Statutory Auditors,

vii. Approval of Common Seal (if any), (use of Common

Seal has been made op�onal since 2015).

ix. Authoriza�on for Statutory registra�ons.

And other resolu�on as required for listed companies

10. Appointment of first Auditor of the company within 30

days of Incorpora�on:

Sec�on 139 (6) of the Companies Act, 2013 requires a

company to appoint its Auditor within 30 days from its

Incorpora�on.

If Board of directors failed to do so then they shall inform

the same to members and members are required to appoint

company Auditor within 90 days at an EGM. The Auditor will

have to hold office to comple�on of first AGM. The Company

need not to file Form ADT-1as these provision are applicable

to auditors appointed under Sec�on 139 (1) of the

Companies Act, 2013.This mean filing of form ADT-1 is not

required for First Auditor under Companies Act, 2013.


ADT-1 will be filed for 5-year appointment within 15 days of

AGM. A�er that every year in AGM shareholder will ra�fy the

Auditor but there is no need to file ADT-1




consecu�ve years.


A newly incorporated Company is required to hold its first

Annual General Mee�ng within the period of 9 months from

closing of its first financial year.



(Import Export Code) etc. may be applied for, depending on

the type of the Company.

13. Provident Fund:

A company employing more than 20 employees is liable to

deduct PF contribu�on @ 12% of basic salary & ESIC @

4.75% of salary(As per the latest no�fica�on, ESIC has raised

the threshold wage limit from 15,000 to 21,000).


Company shall maintain all the statutory books, registers

and minute books as stated in the Companies Act, 2013. Non

-maintenance shall a�ract penal provisions.


The name of the subscribers to be entered in the Register

of Member with date of incorpora�on of the company as the

date when subscribers are deemed to have become

members of the company.





should be 1 Board Mee�ng in one Quarter.

Two directors should be present at the board mee�ng, or



Listed Company unaudited accounts needs to approve in

Board Mee�ng, which shall held in 45 days from end of

each quarter. Last quarter it can be held in 60 days from

end of last quarter for approval of Audited accounts.


It is mandatory for every Company to hold an AGM in

every Calendar Year. Companies are required to hold their

AGM within a period of six months, from the date of closing

of the Financial Year.Time gap between two AGM should

not exceed 15 Months.



of the company, whether it is a city or village.

3. Report on AGM: This is the new provision introduced by the Companies

Act ,2013, which mandates the report on AGM for all listed

public companies.

Every listed public company shall prepare in the

prescribed manner a report on each AGM including the

confirma�on to the effect that the mee�ng was convened,

held and conducted as per the provisions of this Act and

the rules made there under.

The copy of the report shall be filed with the Registrar in

E Form No. MGT.15 within 30 days of the conclusion of the

annual general mee�ng


4. Minutes of proceedings of Mee�ng of Board of

Directors, General Mee�ng:

It is mandatory for every company to cause minutes of the

proceedings of every mee�ng of Board of Directors,


concerned. Minutes should be entered in the Minutes Book

within thirty days from the date of conclusion of the

Mee�ng.






inability of the Chairman, by any director duly authorized by

the Board for the purpose, within thirty days of the General

Mee�ng.



Director of every company are required to give disclosures

about their interest in any other business en�ty in first Board

Mee�ng in which they par�cipate as a Director and


FORM MBP-1 to the Company.

Every Director of the Company in each Financial Year will

file DIR -8(disclosure of non-disqualifica�on) with the

Company.

6. Adop�on of Financials and Director Report:

Every Company has to adopt Financial and Director Report

of the Company in there Board Mee�ng and has to file

E Form MGT-14 along with copy of Board Resolu�on within

30 daysof Board Mee�ng.


Every Company is required to file its Financial Statements


of Company in E-FORMAOC-4 XBRL


It is mandatory for every company to file its Annual

Return with Registrar of Companies within 60 days of

Annual General Mee�ng in E-FORM MGT-7.

Annual Return of all Listed Company has to be sign by

Company Secretary in Prac�ce by affixing DSC on E Form

MGT -7.

9. Annual Return Cer�fica�on: Annual Return of every listed company has to be cer�fied

by Prac�cing Company Secretaries of India in Form no.

MGT-8.

10. Appointment of Auditor:

An Auditor will be appointed for term of Five year in

AGM and the company needs to file form ADT -1 within

15 days from AGM date.


ADT-1 will be filed for 5-year appointment. A�er that

every year in AGM shareholder will ra�fy the Auditor but

there is no need to file ADT-1

(a) An individual as auditor for more than 1 term of 5


(b) An audit firm as auditor for more than 2 terms of 5

consecu�ve years.


Following registers are required to be maintained by

every company:





outside India.


cer�ficate





Non-Compliance If a Company fails to comply with the rules and

regula�ons of the Companies Act, then the Company and

every officer who is in default shall be punishable with fine

for the period for which default con�nues.



period of non-compliance increases


namely Normal filing fees and the �me period delay in

filing forms.








EVENT BASE COMPLIANCES:1. Secretarial Audit Report:

According to Sec�on 204 (1) of the Companies Act 2013

mandates Secretarial Audit for every Listed company. It

should form a part of Annual Report of the Company.

2. Audit Commi�ee:

According to Sec�on 177 of the Companies Act 2013Every

Listed Company shall cons�tute Audit Commi�ee.

3. Nomina�on & Remunera�on Commi�ee:

According to Sec�on 178 of the Companies Act 2013every

listed Company shall cons�tute Nomina�on and

Remunera�on Commi�ee.

4. Stake Holder Rela�onship Commi�ee:

A Listed Company is required to cons�tute its Stake Holder

Rela�onship Commi�ee.

5. Appointment of Independent Director:

According to Sec�on 149 (6) an independent director in

rela�on to a company, means a director other than a

managing director or a whole-�me director or a nominee

director.

Every Listed Company shall have at least 1/3 of total

number of directors on their Board of Directors as

independent directors.

6. Establishment of Vigil Mechanism:

All listed Companies shall establish a vigil mechanism for

their directors and employees to report their genuine

concerns or grievances-



Board's Report.

7. Appointment of Woman Director:

All listed companies are required to appoint at least one

Woman Director-


listed companies are required to appoint Internal Auditors.


Corporate Social Responsibility (CSR), a term widely use

for defining the responsibili�es of Corporate world towards

the society & environment. In order to encourage more

en��es to par�cipate in CSR, the Government of India has

actually implemented the concept of CSR in the new

Companies Act 2013.




years on CSR on projects and programs specified in

Schedule VII of companies act 2013

Eligibility Criteria: Every Company (whether public/private/foreign

company) having either of following.





CSR provisions.


10. Appointment of Company Secretary:

As per sec�on 203 of Companies Act 2013 every listed

Company shall have whole-�me Company Secretary in

employment. And as per sec�on 203 of Companies Act 2013

above specified company also need to appoint whole-�me-

key managerial personnel and as per Sec�on 2(51) of the

Companies Act 2013 Company Secretary also covered under

the defini�on of Key managerial personnel.

11. Applicability of XBRL


in XBRL format.(I) All companies listed in India and their subsidiaries,





NBFC need not to file financial Statement in XBRL format.

12. Return for change in Stake of promoter: Listed Company shall file a return with the Registrar with

respect to change in the number of shares held by

promoters and top ten shareholders of such Company,

within fi�een days of such change.

13. Return of Deposit:

A Company if accept deposit during the year then it is

required to file return of deposits in E Form DPT -3within

30 days of end of financial year.



LIMITED LIABILITY PARTNERSHIP

FIRM (LLP)


A as just a couple of Limited Liability Partnership (LLP) hcompliance requirements each year. This is extremely low,

as compared to the several requirements placed on a private

limited company. However, the fines are also larger. In this ar�cle we will try to include all the mandatory

compliances that are to be made by every LLP immediately

a�er incorpora�on and yearly onward.

Mandatory Compliances:GENERAL POST INCORPORATION COMPLIANCES

1. Filing LLP Agreement:

Every LLP has to file E Form-3 Filing of LLP agreement within

30 days from date of incorpora�on of LLP.

2. Le�er Heads:

Le�er heads of LLP with registered office name & address,

LLPIN, Email-ID, Telephone, website (if any), fax etc., shall be

printed.

3. PAN/ TAN:

The first requirement a�er the incorpora�on of LLP is


Deduc�on Account Number(TAN).

4. Bank Account:

A�er obtaining PAN, the LLP shall open a Current Account

with a bank and Designated Partners shall contribute the


5. Service Tax/ VAT: All the statutory registra�ons like Service Tax, VAT etc. may

be applied for depending on the type of LLP.

6. Provident Fund: A LLP employing more than 20 employees is liable to

deduct PF contribu�on @ 12% of basic salary & ESIC @

4.75% of salary(As per the latest no�fica�on, ESIC has raised

the threshold wage limit from 15,000 to 21,000).

ANNUAL COMPLIANCES

1. Filing of Annual Return

Every LLP has to file Annual Return with the Registrar of

LLP in E Form-11 within 60 days of closure of its financial

year. An LLP has to close its financial year on every 31st

March. So, the Annual Return is to be filed on or before

30th May every year.

This form is a summary of the management affairs ofthe LLP, such as number of partners and their names.

2. Filling of Annual Accounts –Statement of Accounts &

Solvency:

Every LLP has to file Annual Accounts to Registrar of LLP

in E Form-8within 30 days from the end of 6 months of

such financial year. So, the filing of Accounts is to be filed

on or before 30th October every year.

In case of an LLP whose annual turnover exceeds Rs.40

lakhs or whose contribu�on exceeds Rs.25 lakhs, shall be

required to get its accounts audited by a qualified

Chartered Accountant.

Non-Compliance If a LLP fails to file Annual Return or Annual Accounts

within deadline will lead to fine of Rs.100 per day. There

is no maximum limit on fine imposed by registrar on LLP

on late filing of documents like Private Limited Company.


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NIDHI COMPANY (LLP)


NIDHI COMPANY (LLP) Nidhi Company means a company which has been incorporated as a Nidhi with the object of

Cul�va�ng the habit of thri� and savings amongst its members,

receiving deposits from, and lending to, its members only, for their mutual benefit.

In this ar�cle we will try to include all the mandatory compliances that are to be made by every Nidhi Company

immediately a�er incorpora�on and yearly onward.




Every Nidhi Company has to follow all compliance ofPublic Limited company except some compliance as statebelow: Every Nidhi shall, within a period of one year from thecommencement of these rules, ensure that it has—

Minimum number of members should be 200;

Net owned funds shall be Rs.10,00,000/- or more ('Net

owned funds' means the aggregate of paid up equity

share capital and free reserved as reduced by the

accumulated and intangible assets appearing in the last

audited balance sheet);

Ra�o of net owned funds to deposit shall be not more

than 1:20;

Unencumbered term deposits of not less than 10% of the

outstanding deposits as specified in Rule 14.

ANNUAL COMPLIANCES1. FORM NDH-1 Within 90 days from the closure of the first financial year

a�er its incorpora�on and where applicable, the second

financial year, Nidhi Company shall file a return of statutory

compliances in E Form NDH – 1 along with such fee as

prescribed with the Registrar duly cer�fied by a Company

Secretary in prac�ce or a Chartered Accountant in prac�ce

or a Cost Accountant in prac�ce.

2. FORM NDH-2 If the company is not complying with the above it shall

within90 days from the close of the first financial year, apply

to the Regional Director in Form NDH -2 along with fee for

extension of �me and

The Regional Director may consider the applica�on and

pass orders within 30 days of the receipt of the applica�on.

3. FORM NDH-3

Every company covered under Rule 2 shall file half yearly

return with the registrar in Form NDH-3 along with such

fee as provided in Companies (Registra�on Offices and

Fees) Rules, 2014 within 30 days from the conclusion of

each half year duly cer�fied by a company secretary in

prac�ce or chartered accountant in prac�ce or cost

accountant in prac�ce.

Companies Covered under Rule -2 are following:

Every company which had been declared as a Nidhi or

Mutual Benefits under Sec�on 620A(1)of Companies

Act, 1956;

Every company func�oning on the lines of a Nidhi

company or Mutual benefit society but has either not

applied for or has applied for and is awai�ng no�fica�on

to be a Nidhi or Mutual Benefit Society under Sec�on

620A(1)of Companies Act, 1956;

Every company incorporated as a Nidhi pursuant to the

provisions of Sec�on 406of the Companies Act, 2013.

PENALTY:

If a company contravenes any of the provisions of the

rules the company and every officer of the company who

is in default shall be punishable with fine which may

extend to Rs.5,000/- and where the contraven�on is a

con�nuing one, with a further fine which may extend to

Rs.500/- for every day a�er the first during which the

contraven�on con�nues.


FEMA / RBI CompliancesFEMA / RBI CompliancesFILING OF FLA RETURN

ELIGIBLE COMPANIES TO SUBMIT THE FLA RETURN:

The Indian Company which has received Foreign Direct

Investment in Indian Company or which have made FDI

abroad has to file Return with RBI called FLA returns i.e.th

Annual Return in foreign liabili�es and assets, by 15 July

every year.

'Annual Return on Foreign Liabili�es and Assets' is basically

replacement of old FC GPR Part B in order to capture the

sta�s�cs rela�ng to Foreign Direct Investment (FDI), both

inward and outward in a more comprehensive manner as

also to align it with interna�onal best prac�ces.


SUBMISSION OF RETURN :

RBI has prescribed format of FLA Return as an Excel sheet,

which is available on RBI website.

You have to download that excel Sheet and fill the details

as required and then mail that excel sheet on [email protected]

INFORMATION REQUIRED TO BE REPORTED IN FLA RETURN:

If the company's accounts are not audited before the due

date of submission, i.e. July 15, then the FLA Return should

be submi�ed based on unaudited (provisional) account.

Once the accounts gets audited and there are revisions

from the provisional informa�on submi�ed by the company,

they are supposed to submit the revised FLA return based

on audited accounts by end – September.

If Account Closing Period of the company is different from

the reference period, then informa�on should be given for

the reference period on internal assessment.

PARTNERSHIP FIRM'S FLA RETURN FLA Return is required to be submi�ed by Registered

Partnership Firms (Registered under Partnership Registra�on

Act) as well, if the Partnership firms, Branches or Trustees

have any outward FDI outstanding as on end-March of the

repor�ng year, then they are required to send a request mail

to get a dummy CIN number which will enable them to file

the Excel based FLA Return.

If any en�ty has already got the dummy CIN number from

the previous survey, they should use the same CIN number

in the current survey also.

It is also informed that these dummy CIN numbers are

provided by RBI for filling the excel based FLA return only

and not for any other purpose.

FILING OF ANNUAL PERFORMANCEREPORT

ELIGIBLE COMPANIES TO SUBMIT THE FLA RETURN:

An Indian Party which has made an Overseas Direct

Investment (ODI) abroad has to submit an Annual

Performance Report (APR) in Form ODI Part II to the AD

bank by 31 December every year in respect of each Joint

Venture (JV) / Wholly Owned Subsidiary (WOS) outside

India.

It is per�nent to note that FLA Return and APR for ODI are

two different returns and the same are required to be

submi�ed by an Indian en�ty having ODI.

The APR has to submi�ed based on Audited Results of the

Company.

Penalty: Non-filing of FLA Return and / or APR (as may be

applicable) on or before due date will be treated as a

viola�on of FEMA and compounding proceedings may be

ini�ated for viola�on of FEMA. Hence, these compliances

need to be adhered in a �mely manner.


ANNUAL COMPLIANCE OFBRANCH OFFICE

BRANCH office (BO) is setup by a foreign company in India to carry out the BRANCH ac�vity for its business. Sec�on2(42) of the Companies Act, 2013, defines a foreign company as a company or a body corporate incorporatedoutside India and which has a place of business whether by itself or through an agent, in this country. This defini�onincludes a Branch Office; all the provisions of the Act applying to the company will also apply to the BO. ForEstablishment of Branch office of foreign Company in India. We have to follow provisions of two Act:


Under Companies Act, 2013



Every Branch Office shall affix a board outside the office

sta�ng its name and registered office address.

2. Le�er Heads:

Le�er heads of Branch Office with registered office name &

address, FCRN, Email-ID, Telephone, website (if any), fax etc.,

shall be printed.

3. PAN/ TAN:

The first requirement a�er the incorpora�on of BO is


Deduc�on Account Number (TAN).

4. Service Tax/ VAT Registra�ons:

All the statutory registra�ons like Service Tax, VAT etc. may

be applied for, depending on the type of BO.

ANNUAL COMPLIANCES1. Filling of Annual Return:

Every BO has to file its Annual Return with ROC in E Form

No. FC -4 within 60 days from closure of financial year i.e. bythMay 30 every year.

2. Filing of Audited Annual Accounts:

Every BO shall file its Audited Annual Accounts along with

the list of all principal places of business in India

established by foreign company with ROC in E Forms No.

FC -3 within six month from end of financial year i.e. byth

September 30 every year.

Under RBI Act

ANNUAL COMPLIANCES1. Filing of Annual Ac�vity Cer�ficate (AAC):

Every BO shall file an Annual Ac�vity Cer�ficate (AACs)

with RBI from the Auditors, as at end of March 31, along

with the audited Balance Sheet on or before SeptemberTH

30 of that year, sta�ng that the Branch Office has

undertaken only those ac�vi�es permi�ed by Reserve Bank

of India.

In case the annual accounts of the BO are finalized with

reference to a date other than March 31, the AAC along

with the audited Balance Sheet may be submi�ed within

six months from the due date of the Balance Sheet.

Note:

2. Filing of Audited Annual Accounts:

Every BO shall file an Audited Annual Accounts of Branch

Office with RBI within six month from end of financial yearth

i.e.by September 30 every year.

1. RBI Act2. Companies Act, 2013


compliances under RBI Act and Companies Act, 2013 that

are to be made by every Branch Office in India a�er

incorpora�on and yearly onward.


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Documents

final september magazine - Venture Care...Prashant Kumar Director Happy Reading... Dear readers, September 2017 issue of the e-magazine focuses on compliances required by the diﬀerent