ANNUAL COMPLIANCE CHECKLIST FOR OPC/SMALL COMAPNIES AND OTHER PRIVATE COMPANIES
Under Companies Act 2013, annual Secretarial Compliances vary as per mode of entity like One Person Company, small company, and private limited company other than small company.
One Person Company means a company which has only one person as a member.
Small company means a company, other than a public company –
- Paid up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than five crore rupees, and
- Turnover of which as per its last profit and loss account does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than twenty crore rupees;
Provided that nothing in this Section shall apply to—
a holding company or a subsidiary company;
a company registered under Section 8; or
a company or body corporate governed by any special Act
Here is given a brief of annual compliances in different categories –
|Section & Rules||Details of Compliances||OPC||Small Co.||Pvt. Ltd. Co. Other than Small Co.|
|Section 184 (1)||Disclosure of interest by every director in first Board meeting in each Financial Year,
Every time there is any change in director’s interest in any entity then disclosure to be given in immediately next Board meeting held after change
|Section 164 (2)||Disclosure of non-disqualification by every director in first board meeting in each Financial Year
(Form DIR 8)
|Section 92 (2) & (6)||All listed company and every other company having paid up share capital of Rs. 10 Crore or more or Turnover of Rs. Fifty crore or more shall get Certificate in Form MGT 8 from Practicing Company Secretary||N/A||N/A||Yes|
|Section 92||Get Annual Return signed by Practicing Company Secretary if there is no whole time Company Secretary||N/A||N/A||Yes|
|Section 96 and SS-II||Every company other than OPC shall in each year hold in addition to any other meetings, a general meeting as its Annual General Meeting and shall specify the meeting as such in the notice calling it||N/A||Yes||Yes|
|Section 173 and SS-I||At-least two Board Meetings should be held in a year and there should be minimum gap of 90 days between two board meeting (where there are more than two board meetings then time gap of 90 days is not required)||Yes||Yes||N/A|
|Section 173 and SS-I||At-least Four Board Meeting every year and maximum gap between two Board meetings should not be more than 120 days i.e. one BM in every quarter||N/A||N/A||Yes|
|Section 101 and SS-II||Prepare notice of AGM and sent to all directors, members and Statutory Auditor at-least 21 clear days before AGM (shorter notice may be provided with the consent of not less than 95% members entitled to vote at the meeting)||Note-1||Yes||N/A|
|Section 101 and SS-II||Prepare notice of AGM and sent to all directors, members and Statutory Auditor and Secretarial Auditor, if any, at-least 21 clear days before AGM (shorter notice may be provided with the consent of not less than 95% members entitled to vote at the meeting).||N/A||N/A||Yes|
|Section 134||Prepare Director’s Report to be attached with financial statements and get it signed by anyone of the authorised directors||Yes||N/A||N/A|
|Section 134||Prepare Director’s Report to be attached with financial statements and get it signed by Chairman, authorised by Board or by at-least two directors of the company||N/A||Yes||Yes|
|Section 136||Circulate approved Financial Statements, Director’s Report and Auditor’s Report (including consolidated financial statement and Cash Flow Statement, if applicable) at-least 21 clear days before AGM to all members of company||Yes||Yes||Yes|
|Section 92||File Annual Return within 60 days from the date of holding of AGM for the period of 1st April to 31st March.
(Form MGT 7)
|Section 137||File Balance sheet, Profit & Loss A/c and Director’s Report, Auditor’s Report and AGM Notice (including consolidated financial statement and Cash Flow Statement, if applicable)
|Section 139||Appoint Auditor in AGM for five years
Auditor appointment will be ratified in every AGM but no form filing is required
Note-1. In case of one Person Company, there is only one member, so holding of Annual general meeting is not required and only ordinary resolution is to be passed in annual general meeting.
BRIEF PROFILE – Ms. Shipra Singh is Practising Company Secretary and qualified Cost Accountant. She practices in the areas of Corporate Laws and Advisory. She helps entrepreneurs and business owners start and grow their business.