Compliances for Unlisted Public Company

As per Companies Act, 2013 and rules made there under, these are the yearly Compliance for Unlisted Public Company:

Act and Rules	Compliance	Timeline
Section 148(3) read with Rule 6(2) and 6 (3A) of the Companies (Cost Records and Audit) Rules, 2014	File Form CRA-2-Intimation of appointment of Cost Auditor to Central Government and Issue Appointment Letter to Cost Auditor.	In Case of Original Appointment, within 30 days of Board Meeting or 180 days of end of Financial year, whichever is earlier. In case of Casual Vacancy, fill casual vacancy within 30 days and file the form within 30 days of Board meeting.
Rule 16 of Companies (Acceptance of Deposit) Rules, 2014	Filing DPT-3-Return of Deposit	30th June every year
Section 203 read with rule 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014	Form MGT-14 and Form DIR-12 for Appointment of whole time CS/CEO/CFO and filling of casual vacancy of office of CS/CEO/CFO	In Case of Original Appointment, MGT-14 and DIR-12 within 30 days of Board Meeting. In case of Casual Vacancy, fill the casual vacancy within 6 months and form filing within same period as in original appointment.
Section 196  and Section 203 (4) read with rule 3 and 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014	Form MGT-14, Form DIR-12 and Form MR-1 for Appointment of whole time Director, Managing Director or Manager and filling of casual vacancy of office of the same	In Case of Original Appointment, MGT-14 and DIR-12 within 30 days of Board Meeting/General Meeting and MR-1 within 60 days of Board Meeting/General Meeting. In case of Casual Vacancy, fill the casual vacancy within 6 months and form filing within same period as in original appointment.
Section 137 of the Companies Act, 2013 read with Rule 12 (2) of  Companies (Accounts) Rules, 2014	Form AOC-4 or AOC-4 (XBRL)-Filing of financial statement and Board Report and other documents MGT-9, AOC-1, AOC-2, etc. as an attachments	Within 30 days of Annual General meeting
Rule 6(6) of Companies (Cost Records and Audit) Rules, 2014	Filing of Cost Audit Report in CRA-3 with Central Government in Form CRA-4 in XBRL mode.	The Cost auditor shall provide their report within 180 days of end of financial year and that report shall be filed within 30 days from the date of receipt of report.
Section 173 of the Companies Act, 2013 and Secretarial Standards – 1	Board meeting	At least 4 Board meeting each year in such a manner that maximum gap between two meetings is not more than 120 days
Section 117(g) of the Companies Act, 2013 read with Rule 8 (9) of Companies (Meetings of Board and its Powers) Rules, 2014	Filing of MGT-14- Board resolution for Approval of annual financial results and Board Report	Within 30 days of approval
Section 117 and 179  of the Companies Act, 2013	Filing of MGT-14 – all the other Board Resolution passed under section 179 and matters given under section 117	Within 30 day of passing the resolution
Section 117  of the Companies Act, 2013 read with Rule 24 of Companies ( Management and Administration) Rules, 2014	Filing of MGT-14- For Special Resolution passed at AGM and EGM	Within 30 day of passing the resolution
Section 117(g) of the Companies Act, 2013 read with Rule 8 (4) of Companies (Meetings of Board and its Powers) Rules, 2014	Filing of MGT-14- Intimation of Appointment of Internal Auditor	Within 30 day of passing the resolution
Section 117(g) of the Companies Act, 2013 read with Rule 8 (4) of Companies (Meetings of Board and its Powers) Rules, 2014	Filing of MGT-14- Intimation of Appointment of Secretarial Auditor	Within 30 day of passing the resolution
Section 92(1) of the Companies Act, 2013 read with Rule 11 (1) of  Companies (Management and Administration) Rules, 2014	Filing of MGT-7- Annual Return along with MGT-8 and list of security holders and transfer/transmission details	Within 60 days of Annual General Meeting
Section 96 of the Companies Act, 2013	Hold Annual General Meeting	First Annual General Meeting within 9 months of end of financial year and subsequent AGM within 6 months of end of financial year
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and SS-1	Hold Meeting of CSR Committee and approve the CSR activities to be undertaken and get approved in Board Meeting.	At least 4 Board meeting each year in such a manner that maximum gap between two meetings is not more than 120 days
Section 139 of the Companies Act, 2013	Auditors appointed in form ADT-1	Within 15 days of appointment
Section 136 of the Companies Act, 2013	Company will send to the Members and other security holders of the Company approved Financial Statement (including consolidated Financial Statement), Cash Flow Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting.	Yearly
Section 118 of the Companies Act, 2013 read with Rule 25 of the Companies (Management and Administration) Rules, 2014	Maintenance of Minutes of Board Meetings, Annual General Meetings and Committee Meetings	To be entered within 30 days of the conclusion of the meeting in minute book
Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014	Every Director of the Company in each Financial Year will file with the Company disclosure of disqualification or non-disqualification in Form DIR-8	At First meeting of the financial year
Section 139 of the Companies Act, 2013	Obtain Consent and certificate of eligibility from Auditors and simultaneously place in Board Meeting	Before appointment or re-appointment or ratification
Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014	Obtain Consent for re-appointment of Internal Auditor and simultaneously place in Board Meeting	Before re-appointment
Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014	Obtain Consent Letter- from Secretarial Auditor for his appointment and Simultaneously place the same in Board Meeting	Before appointment
Rule 6(4) of Companies (Cost Records and Audit) Rules, 2014	Obtain Cost Audit Report in form CRA-3 and place the same with Board of Directors	Obtain within 180 days of end of financial year
Section 149(7) of the Companies Act, 2013	Obtain Declaration of Independence from Independent Directors	In first Board meeting of the financial year
Section 184(1) of the Companies Act, 2013 read with Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014	Every Director of the Company in each Financial Year will disclose his interest in other entities in MBP-1. / Every Director is required to submit with the Company fresh MBP-1 whenever there is change in his interest from the earlier given MBP-1.	In first Board meeting of the financial year or at first meeting after appointment in which he/she attends meeting as director or whenever change in last disclosure then in the next meeting.
Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014	Obtain-MR-3 -Secretarial Audit Report from PCS and placed before the Board of Directors	Before appointment or re-appointment of Secretarial auditors
Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) rules, 2014.	Preparation of Board 's Report and get approved in Board Meeting	Before AGM
Rule 14 of the Companies (Audit and Auditors) Rules, 2014	Ratification of remuneration of Cost Auditor at AGM	In Annual General Meeting every year
Section 160 of THE COMPANIES ACT 2013	Right of persons, other than retiring directors to stand for directorship Company should receive the candidature of person at least 14 days before the meeting, along with refundable deposit of Rs. 1 lakh from him or from member proposing his appointment.  Company to give notice of candidature of such person to all members by serving individual notices and placing the same on the website of the company or by publishing the same in one English and one vernacular language newspaper circulating in the district where the registered office of the company is situated.	Notice of Candidature and Amount at least 14 days before the Annual General Meeting
Section 152 of THE COMPANIES ACT 2013	Rotation of Directors: Company to have at least 2/3rd of the total number of Directors as rotational directors. Out of 2/3rd, 1/3rd shall retire at each AGM and are liable to be re-appointed.	In Annual General meeting every year
Section 77 of the Companies Act, 2013	Creation or modification of charge in form CHG-1	Within 30 days of creation/modification of charge
Section 82 of THE COMPANIES ACT 2013	Satisfaction of Charge, to be intimated to ROC in form CHG-4	Within 30 days of satisfaction of charge
Section 177 of THE COMPANIES ACT 2013 and SS-1	Audit Committee, its policy, meetings and minutes	At least 4 Board meeting each year in such a manner that maximum gap between two meetings is not more than 120 days
Section 178 of THE COMPANIES ACT 2013 and SS-1	Nomination and remuneration committee, its policy, meetings and minutes	At least 4 Board meeting each year in such a manner that maximum gap between two meetings is not more than 120 days
Section 188 of THE COMPANIES ACT 2013	The Related party Transaction approval and The Company shall frame a policy on determining materiality of related party and dealing with related party transaction.	Yearly
Section 186 of THE COMPANIES ACT 2013	The details of Loans, Investments, Guarantees, and Securities given by Company shall be disclosed in the Financial Statements of the Company.	Yearly
SECTION 88 OF THE COMPANIES ACT 2013	Company will maintain the mandatory Registers: Register of Director, Director Shareholding, Register of Members, Register of Loan, Guarantee, and Investment made by the Company, Register of Contract with Related Parties. The Registers under Sec-88, shall be kept at the registered office, unless the company has passed Special Resolution for keeping the registers at any other place.	Entry shall be entered in the register within 7 days of the event
Section 123 of the Companies Act, 2013	Declaration of Dividend	In Annual General Meeting
Section 123(4) of the Companies Act, 2013	Deposit the amount of Dividend into Dividend Account within 5 days from declaration	Within 5 days of declaration
Section 123 of the Companies Act, 2013	Payment of dividend within 30 days of declaration	Within 30 days of declaration
Section 124 of the Companies Act, 2013	Transfer of Dividend Unpaid to Unpaid Dividend Account	Within 7 days of expiry of 30 days
Section 125 of the Companies Act, 2013	Transfer of Unpaid Dividend to Investor Education and Protection Fund (IEPF)	After 7 years if dividend is unpaid or unclaimed for continuous 7 years in unpaid dividend account
Section 177 of THE COMPANIES ACT 2013	Vigil Mechanism/Whistle Blower Mechanism: The Company must have a vigil mechanism/ whistle blower mechanism for protection of employees/ stakeholders against victimization/ to report fraud etc Audit Committee to oversee vigil mechanism.	Yearly
Section 4 of the Companies Act, 2013	The MOA of the Company shall be in respective forms specified in Table A (Schedule ‐ I), as may be applicable on the Company	Once
Section 5(6) of the Companies Act, 2013	The Articles of the Company shall be in respective forms specified in Table F (Schedule ‐ I), as may be applicable on the Company	Once
Section 12(3)(a) of the Companies Act, 2013	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.	Once
Section 12(3)(c) of the Companies Act, 2013	Every Company shall get its name, address of registered office, CIN, telephone/fax no. (if any) and email/website address (if any) printed on all business letters, billheads, letter papers, Notices and other official publications	Once
Section 15 of the Companies Act, 2013	Every alteration made in MOA and AOA shall be noted in every copy thereof	At the time of event
Section 101 (3) of the Companies Act, 2013	Notice of General meeting shall be given to every member, legal representatives, auditors and directors of the Company	At least 21 clear days before the meeting

Contact Details:

VISHAL SHARMA

Company Secretary

Mob: 9716763754

Email: csvishalpbs@gmail.com

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Disclaimer: The Content is prepared on the basis of our general understanding and on the basis of relevant provision of Companies Act, 2013 read with rules made there under. The whole content is only for the knowledge sharing purpose, we do not take any responsibility for the correctness of the same.