Compliances under Companies Act 2013
Requirement: Company Secretary with LISTED EXPERIENCE ONLY
You’ve probably come across this in job postings, right?
However is Listing Compliances only compliances?
As Company Secretaries, we deal with so much more.
The Companies Act 2013 has so many important, complex responsibilities that often go unnoticed.
And I believe it’s time we start recognizing the value we bring beyond just listing regulations.
I’ve put together a list of the key compliances and penalties under the Companies Act, 2013. I hope it helps us prove just how much we contribute.
Compliances under Companies Act 2013:
Form name: MGT-7 (Annual Return)
Due Date: Within sixty days from the date of Annual General Meeting /?where no annual general meeting is held in any year within?sixty?days from the date on which the annual general meeting should have been held
Section and Rule: Section 92(4) and Rule 11(1) of the Companies (Management and Administration) Rules, 2014
Applicability: Every company, except a One Person Company and a small company
Declaration: The annual return shall be signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice.
Exceptions: None
Form Name: MGT-7A (Abridged Annual Return)
Due Date: Within 60 days from the date of Annual General Meeting (AGM)
Section and Rule: Section 92(1) and Rule 11 of the Companies (Management and Administration) Rules, 2014
Applicability: One Person Company (OPC) and Small Companies
Declaration: Signed by the Director or Company Secretary, or if no Company Secretary, by a Company Secretary in practice
Exceptions: Only applicable for OPCs and Small Companies
Form Name: MGT-8 (Certificate by a Company Secretary in Practice)
Due Date: Along with the filing of MGT-7
Section and Rule: Section 92(2) and Rule 11(2) of the Companies (Management and Administration) Rules, 2014
Applicability: Listed companies and companies with paid-up share capital of ?10 crore or more, or turnover of ?50 crore or more
Certification: Certified by a Company Secretary in practice
Exceptions: None
Form Name: DIR-3 KYC
Due Date: Annually, on or before 30th September of each year
Section and Rule: Section 153, 154, Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014
Applicability: Every individual who has been allotted a Director Identification Number (DIN) as on 31st March
Certification: No certification required; self-submission by the director
Exceptions: None
Amendment: Companies (Appointment and Qualification of Directors) (Amendment) Rules, 2024
Form Name: DPT-3 (Return of Deposits)
Due Date: 30th June of every year
Section and Rule: Section 73, 76 and Rule 16 of Companies (Acceptance of Deposits) Rules, 2014
Applicability: All companies other than government companies
Declaration: Signed by the Director, or Chief executive officer, or Chief Financial Officer or Company Secretary
Exceptions: Government companies are exempt
Form Name: ADT-1 (Appointment of Auditor)
Due Date: Within 15 days from the Annual General Meeting
Section and Rule: Section 139(1) and Rule 4 of the Companies (Audit and Auditors) Rules, 2014
Applicability: Every company, except One Person Company
Declaration: Signed by the director and company secretary
Exceptions: None
Form Name: AOC-4 (Financial Statements) AOC-4, AOC-4 XBRL & FORM AOC-4 CFS
Due Date: Within 30 days from the date of Annual General Meeting
Section and Rule: Section 137 and Rule 12 of the Companies (Accounts) Rules, 2014
Applicability: Every company, except those partially exempted under section 2(40)
Declaration: Signed by the Director director; or manager or CEO or CFO; or Company Secretary
Exceptions: None
Form Name: AOC-4 (OPC) (Filing of Financial Statements for One Person Company)
Due Date: Within 180 days from the end of the financial year
Section and Rule: Section 137(1) and Rule 12 of the Companies (Accounts) Rules, 2014
Applicability: One Person Company (OPC)
Declaration: Signed by the Director
Exceptions: None
Form Name: MSME-1 (Half Yearly Return on Payments to MSMEs)
Due Date: 30th April for the October-March half year, and 31st October for the April-September half year
Section and Rule: Section 405 and Notification S.O. 5622(E), dated 2nd November 2018 and Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019
Applicability: All companies receiving goods or services from micro and small enterprises and whose payment to micro and small enterprise suppliers exceeds 45 days from the date of acceptance or deemed acceptance.
Declaration: Signed by Director or Chief Financial Officer
Exceptions: None
Form Name: BEN-2 (Return to the Registrar in respect of declaration under Section 90)
Due Date: Within 30 days of receiving a declaration from the Beneficial Owner in Form BEN-1
Section and Rule: Section 90 and Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018
Applicability: Every company where a Significant Beneficial Owner exists
Declaration: Director/Manager/CFO/ CEO/ Company Secretory/Managing Director
Exceptions: Government companies are exempt
Form Name: MGT-14 (Filing of Resolutions and Agreements)
Due Date: Within 30 days of passing the resolution
Section and Rule: Section 117 and Rule 24 of the Companies (Management and Administration) Rules, 2014
Applicability: Every public company and specified private companies
Declaration: Signed by the Director/ Manager/ Secretary/Company Secretary/CEO/CFO/ IRP/RP/liquidator
Exceptions: Private companies are exempt for certain resolutions
Form Name: CRA-4 (Filing of Cost Audit Report)
Due Date: Within 30 days from the receipt of the cost audit report
Section and Rule: Section 148(6) and Rule 6(6) of Companies (Cost Records and Audit) Rules, 2014
Applicability: Every company covered under the Cost Audit Rules
Declaration: Signed by the Director or Manager or CEO or CFO or Secretary of the company(in case of Indian company) or authorised representative ( in case of Foreign company)
Exceptions: Companies not covered under cost audit requirements
Form Name: IEPF-1 (Statement of amounts credited to Investor Education and Protection Fund)
Due Date: Within 30 days of transferring unpaid/unclaimed dividend to IEPF
Section and Rule: Section 124 and Rule 5(1) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
Applicability: Every company transferring unpaid or unclaimed dividends and other amounts to IEPF
Exceptions: None
Form Name: IEPF-2 (Statement of unclaimed or unpaid amounts)
Due Date: Annually, within 90 days after the holding of AGM
Section and Rule: Section 124(6) and Rule 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
Applicability: Every company which has any unpaid or unclaimed amount such as dividends, matured deposits, matured debentures, etc.
Exceptions: None
Form Name: IEPF-3 (Statement of shares and unclaimed dividends to be transferred to IEPF)
Due Date: Within 30 days of transferring shares to the IEPF
Section and Rule: Section 124(6) and Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
Applicability: Every company transferring shares to IEPF due to non-claim of dividends for seven consecutive years
Exceptions: None
Form Name: IEPF-4 (Statement of shares transferred to the Investor Education and Protection Fund)
Due Date: Within 30 days of the transfer of shares to IEPF
Section and Rule: Section 124(6) and Rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016
Applicability: Every company transferring shares to the IEPF due to non-claim of dividends for seven consecutive years
Exceptions: None
Form Name: IEPF-5 (Application to claim shares and unpaid dividend from IEPF)
Due Date: On-demand by the shareholder or claimant for refund of shares or dividends
Section and Rule: Section 124(6) and Rule 7(1) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016
Applicability: Shareholders or claimants applying for the refund of shares or unpaid dividends
Certification: Signed by the claimant and verified by the company
Exceptions: None
Form Name: IEPF-6 (Statement of unclaimed or unpaid amounts and shares)-Dispensed with this requirement
Due Date: Within 30 days of the end of the financial year
Section and Rule: Section 124 and Rule 5(4A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016
Applicability: Every company which has unclaimed dividends or unpaid shares, submitting a consolidated statement
Exceptions: None
Form Name: IEPF-7 (Statement of amounts credited to IEPF on account of matured deposits, debentures, and interest)
Due Date: Within 30 days of transferring matured deposits, debentures, or interest to IEPF
Section and Rule: Section 125 and Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016
Applicability: Every company transferring amounts related to matured deposits, debentures, and interest to IEPF
Exceptions: None
Note: The Form IEPF-3 has been merged with IEPF-4 and IEPF-7 with IEPF-1 along with a change in payment process thereof in MCA Version 3.
Form Name: CSR-2 (Report on Corporate Social Responsibility)
Due Date: Annually, Till Now on or before 31st March of the subsequent financial year
Section and Rule: Section 135 and Rule 12(1B) of the Companies (Accounts) Rules, 2014
Applicability: Companies with CSR obligations under Section 135 of the Companies Act, 2013
Declaration: Signed by the Chief Financial Officer and a Director
Exceptions: Companies that are not required to constitute a CSR Committee as per Section 135(9)
Form Name: DIR-12 (Particulars of Appointment of Directors and the key managerial personnel and the changes among them)
Due Date: Within 30 days of appointment, resignation, or any other change in particulars
Section and Rule: Section 7(1)(c), 168,170 (2) of the Act and Rule 17 of the Companies (Incorporation) Rules 2014 and 8, 15 & 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014
Applicability: Every company upon the appointment or change of directors and key managerial personnel (KMP)
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Declaration: Signed by Director/Manager/Company Secretary/Chief executive officer/Chief Financial Officer/ Promoter Shareholder/Liquidator/IRP/RP
Exceptions: None
Form Name: MR-1 (Return of appointment of managerial personnel)
Due Date: Within 60 days of the appointment of managerial personnel
Section and Rule: Section 196(4) and Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Applicability: Companies appointing a Managing Director, Whole-time Director, or Manager
Declaration: Signed by the Company Secretary or Director or CFO or CEO
Exceptions: Government companies private companies are exempt certain conditions.
Form Name: MBP-1 (Notice of Interest by Director)
Due Date: Within 30 days of appointment or the first meeting of the Board in every financial year
Section and Rule: Section 184(1) and Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014
Applicability: Every director of a company, disclosing their interest in other entities
Declaration: Signed by the Director submitting the notice of interest
Exceptions: None
Compliance: Board Meetings
Due Date: At least four times a year, with a maximum gap of 120 days between two consecutive meetings
Section and Rule: Section 173(1) of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors (SS-1)
Applicability: All companies, except One Person Companies and small companies
Declaration: Minutes of Board meetings are signed by the Chairman of the meeting or the Chairman of the next meeting
Exceptions: One Person Companies, small companies, dormant companies, and Section 8 companies are required to hold at least two Board meetings in each half of a calendar year
Compliance: Annual General Meeting (AGM)
Due Date: Within six months from the end of the financial year, except for the first AGM which must be held within nine months from the end of the first financial year
Section and Rule: Section 96(1) of the Companies Act, 2013 and Secretarial Standard on General Meetings (SS-2)
Applicability: All companies, except One Person Companies
Declaration:The minutes of the AGM are signed by the Chairman of the meeting
Exceptions: One Person Companies are not required to hold an AGM
Form: PAS 6 (Reconciliation of Share Capital Audit Report)
Due Date: Within 60 days from the conclusion of each half-year (i.e., 30th September and 31st March)
Section and Rule: Rule 9A and 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014
Applicability: Every private company, other than a small company and Unlisted public company
Certification: Certified by a Company Secretary or Chartered Accountant in practice
Exceptions: This rule does not apply to:
This rule shall not apply to an unlisted public company which is:-
(a) a Nidhi;
(b) a Government company or
(c) a wholly owned subsidiary.
2.A private company which is a Government company
Form Name: MGT-4 (Declaration of Beneficial Interest in Shares)
Due Date: Upon acquisition or transfer of beneficial interest in shares
Section and Rule: Section 89(2) and Rule 9(1) of the Companies (Management and Administration) Rules, 2014
Applicability: Every person who acquires or holds beneficial interest in any share of a company
Certification: Signed by the beneficial owner or transferee
Exceptions: None
Form Name: MGT-5 (Declaration by the registered owner of shares who does not hold the beneficial interest)
Due Date: Upon acquisition or transfer of shares by a registered owner
Section and Rule: Section 89(2) and Rule 9(2) of the Companies (Management and Administration) Rules, 2014
Applicability: Every registered owner who holds shares on behalf of a beneficial owner
Certification: Signed by the registered owner of shares
Exceptions: None
Form Name: MGT-6 (Return to the Registrar of Companies in respect of declaration under section 89)
Due Date: Within 30 days from the date of receipt of declaration in Form MGT-4 and MGT-5
Section and Rule: Section 89(6) and Rule 9(3) of the Companies (Management and Administration) Rules, 2014
Applicability: Every company receiving a declaration in Form MGT-4 and MGT-5
Declaration: Signed by the Director or Company Secretary
Exceptions: None
Well If this gives the impression that compliances are expensive lets see Non-Compliance:
Here is the list of forms and penalties under the Companies Act, 2013, along with the relevant section and rule references:
Form Name: PAS-6 (Reconciliation of Share Capital Audit Report)
Form Name: MGT-4, MGT-5, MGT-6 (Beneficial Ownership Declarations)
Form Name: MGT-7 (Annual Return) and MGT-7A (Abridged Annual Return for OPC and Small Companies)
Form Name: MGT-8 (Certificate by a Company Secretary in Practice)
Form Name: AOC-4 (Filing of Financial Statements)
Form Name: AOC-4 (OPC) (Filing of Financial Statements for One Person Company)
Form Name: CSR-2 (Report on Corporate Social Responsibility)
Form Name: DIR-12 (Appointment or Resignation of Directors)
Form Name: MBP-1 (Disclosure of Interest by Directors)
Form Name: DIR-3 KYC (KYC of Directors)
Form Name: DPT-3 (Return of Deposits)
Form Name: ADT-1 (Appointment of Auditor)
Form Name: MSME-1 (Return on Payments to MSMEs)
Form Name: BEN-2 (Declaration of Beneficial Ownership)
Form Name: MGT-14 (Filing of Resolutions)
Form Name: CRA-4 (Filing of Cost Audit Report)
Form Name: IEPF-1, IEPF-2, IEPF-3, IEPF-4, IEPF-6, IEPF-7 (Investor Education and Protection Fund)
Side Note:
For Related party Compliances I have already shared an article. In terms of Board meeting and general meetings since that is a whole lot of compliances which itself would run in pages hence that would come in the following weeks!
Note:
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With warm regards,
Keep Smiling,
Saeed Shaikh
FOOTNOTES
CREDITS:
Thanks to Kalika, Priyanka, Safal, Mrunal and Juhi for helping me learn a lot and taking my silly doubts!