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Annual Compliance Calendar under Companies Act, 2013



A) Background
B) Annual Compliances for OPC
C) Annual Compliances for Small Company.
D) Annual Compliances for Private Limited Company other than Small Company.
E) Annual Compliances for Every Unlisted Public Limited Companies.
F) Limit Based Annual Compliance for Unlisted Public Companies.
G) Annual Compliances for Listed Company under Companies Act, 2013.
H) Annual Compliances for Listed Company under Listing Agreement.

A) Background
As per Companies Act, 2013 Companies requirements for Companies has been changed in comparison of Companies Act, 1956. Even though Companies Act came into force from 1stApril 2014 but annual Compliances for the Companies for Financial year 2013-14 were as per Companies Act, 1956.
But now for financial year 2014-15 Annual Compliances will be as per Companies Act, 2013. New Annual Forms will be prepared with new Requirements.
Annual Compliances have completely changed from the earlier Compliances.
Major Changes are as follow:
1. Directors’ Report: There are many new clauses, which Companies have to add in Directors’ Report. Like: Disclosure of Sexual Harassment Act, Dates of Board Meetings held during the Financial Year, No. Of Board Meetings attended by the Directors etc.
2. Annual Return (MGT-7): Earlier Annual Return was required to be prepared in e-form 20B.Now, new form for Annual Return is MGT-7. This is a very lengthy form in comparison to earlier Annual Return under Schedule- V. There are two
provisions relating to annual return one is ‘CERTIFICATION’; other one is ‘SIGNING’.
CERTIFICATION of Annual Return by a Company Secretary in practice:
a) All Listed Companies
b) Every Company having;
Paid-Up share capital of 10 Crore (Ten Crore) rupees or more, or;
Turnover of 50 Crore (fifty crore) rupees or more
SIGNING of Annual Return by a Company Secretary in practice:
a) All Listed Companies
b) Every Public Company;
c) Private Limited Company having:
Paid up share capital exceeding 50 Lac, or;
Turnover exceeding 2 crore.
3. Financial Statement: Earlier in Companies Act 1956, Companies were required to prepared (Balance Sheet and Statement of Profit & Loss Account) as a part of Annual Report. But now in Companies Act, 2013 there is a requirement to prepare the following as a part of Financial Statements:
Balance Sheet and Statement of Profit & Loss Account
Cash Flow Statement (Except Small Companies and OPC)
Consolidated Financial Statement.
4. Secretarial Standard: From 1stJuly 2015 onwards, every meeting will be conducted in consolidation of provisions of Secretarial Standards and Companies Act, 2013. It needs a lot of Concentration.

B) ANNUAL COMPLIANCES FOR ONE PERSON COMPANIES:
S. No. Section & Rules Particular of Compliance
1. Receipt of MBP-1 184(1) Form MBP- 1 Every Director of the Company in First Meeting of the Board of Director in each Financial Year will disclose his interest in other entities.
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.
2. Receipt of DIR- 8 164(2) Form DIR – 8 Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.
Meaning of AGM for the OPC mean “Resolution passed for the ordinary Business entered into the Minute Book. In case of OPC, there is no need to hold AGM. Because there is only one Member.
3. E- Forms Filing Requirements 92 E-form: MGT-7 Annual Return: OPC will file its Annual Return within 60 days of entry of ordinary resolution in Minute Book. Annual Return will be for the period 1st April to 31st March.In Case of OPC, there is no need to hold AGM.
4. 137 E-form: AOC-4 Financial Statement: The Company is required to file its Balance Sheet along with statement of profit and Loss account and Directors’ Report in this form.
Attachment:Balance Sheet, Statement of Profit & Loss account, Directors’ Report, Auditors’ Report and Notice of AGM.
5. Directors’ Report 134 Directors’ report shall be prepared by mentioning of all the information required for Small company under Section 134.
It should be signed by only One Director.
6. Circulation of Financial Statement & other relevant Dox 136 Company shall send to the Members of the Company approved financial statement, Directors’ report and auditors’ Report at least 21 clear days before the date of AGM.
7. Board Meetings 173 & SS-I OPC shall hold a minimum number of Two Meetings of its Board of Directors every year in such a manner that Minimum gap between both the Meetings, should be not less than 90 (Ninety) days.
8. Appointment of Auditor 139 E-form ADT-1 Auditor will be appointed for the 5 (Five) year and form ADT-1 will be file for 5-year appointment.
After that every year in AGM, Shareholder will ratify the Auditor but there is no need to file ADT-1.
9. Note: ü OPC in which there is only one director Secretarial Standard- 1 will not apply.ü OPC do not required to hold AGM so Secretarial Standard II is not applicable on OPC.ü Section 98 and Section 100 to 111 are not applicable on One Person Company.ü No need of preparation of Cash flow statement, in case of OPC.
Above mentioned 8 (Eight) Compliances are Mandatory Yearly compliances for the Private Limited Company. Except above 10 (Ten) there may be event-based compliances for the Small Company.

C) ANNUAL COMPLIANCE FOR SMALL COMPANIES:
S. No. Section &Rules Particular of Compliance
1. Receipt of MBP-1 184(1) Form MBP- 1 Every Director of the Company in First Meeting of the Board of Director in each Financial Year shall disclose his interest in other entities.
Every Director is required to submit with the company a fresh MBP-1, whenever there is change in his interest from the earlier given MBP-1.
2. Receipt of DIR- 8 164(2)143(3)(g) Form DIR – 8 Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.
3. E- Forms Filing Requirements 92 E-form: MGT-7 Annual Return: Every Small Company will file its Annual Return within 60 days of holding of Annual General Meeting. Annual Return will be for the period 1st April to 31st March.
4. 137 E-form: AOC-4 Financial Statement: Company required filing its Balance Sheet along with statement of profit and Loss account and Director Report in this form.
Attachment:Balance Sheet, Statement of Profit & Loss account, Directors’ Report, Auditors’ Report and Notice of AGM.
5. Directors’ Report 134 Directors’ report shall be prepared by mention of all the information required for Small company under Section 134.
It should be signed by the “Chairperson” authorized by the Board, Where he is not so authorized by at least 2 Directors.
6. Circulation of Financial Statement &other relevant Dox 136 Company will send to the Members of the Company approved financial statement, Directors’ report and auditors’ Report at least 21 clear days before the Annual General Meeting.(Except in case of AGM is called on Shorter Notice)
7. Notice of AGM 101 & SS-II Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
8. Sending of Notice of AGM 101 & SS Notice of Annual General Meeting will be send to followings:• All Directors, Members, Statutory Auditor.
9. Board Meetings 173 & SS-I Every Company shall hold a minimum number of Two Meetings of its Board of Directors every year in such a manner that Minimum gap between both the Meetings not less than 90 (Ninety) days.
10. Appointment of Auditor 139 E-form ADT-1 Auditor will be appointed for the 5 (Five) year and form ADT-1 will be file for 5-year appointment.
After that every year in AGM, Shareholder will ratify the Auditor but there is no need to file ADT-1.
Above mentioned 10 (Ten) Compliances are Mandatory Yearly compliances for the Private Limited Company. Except above 10 (Ten), there may be event-based compliances for the Small Company.

D) ANNUAL COMPLIANCE FOR PRIVATE LIMITED COMPANY OTHER THEN SMALL COMPANY:
S. No. Section & Rules Particular of Compliance
1. Receipt of MBP-1 184(1) FormMBP- 1 Every Director of the Company in First Meeting of the Board of Director in each Financial Year will disclose his interest in other entities.
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.
2. Receipt of DIR- 8 164(2) Form DIR – 8 Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.
3. E- Forms Filing Requirements 92 E-form: MGT-7 Annual Return: Every Small Company will file its Annual Return within 60 days of holding of Annual General Meeting. Annual Return will be for the period 1st April to 31st March.
4. 137 E-form: AOC-4 Financial Statement: Company is required to file its Balance Sheet along with statement of profit and Loss account and Director Report in this form.
Attachment:Balance Sheet, Statement of Profit & Loss account (Including Consolidated Financial Statement), Directors’ Report, Auditors’ Report, Cash Flow Statement and Notice of AGM.
5. 92 MGT-8 Private Company:Having paid up share capital of 10 Crore or more or turnover of Rs. 50 crore or more shall be certified by a Company Secretary in Practice.
6. Directors’ Report 134 Directors’ report will be prepared by mention of all the information required for Small company under Section 134.It should be signed by the “Chairperson” authorized by the Board, Where he is not so authorized by at least 2 Directors.
7. Circulation of Financial Statement & other relevant Documents 136 Company will send to the Members 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.(Except in case of AGM is called on Shorter Notice).
8. Notice of AGM 101 & SS-II Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
9. Sending of Notice of AGM 101 & SS Notice of Annual General Meeting will be send to followings:• All Directors, Members, Statutory Auditor.
10. Board Meetings 173 & SS-I Every Company shall hold a minimum number of FOUR Meetings of its Board of Directors every year in such a manner that maximum gap between two Meetings should not be more than 120 (One hundred Twenty) days. Company should hold at least 1 (one) Board Meeting every quarter of calendar year.
11. Appointment of Auditor 139 E-form ADT-1 Auditor will be appointed for the 5 (Five) year and form ADT-1 will be filed for 5-year appointment.
After that every year in AGM Shareholder will ratify the Auditor but there is no need to file ADT-1.
12. Maintenance of Registers 88 Company will maintain the following mandatory Registers:• Register of Director, Director Shareholding, Members.
13. Annual Return 92 Annual Return of Every Private Company (Except Small Company) should be signed by Company Secretary in Practice.
Above mentioned 12 (Twelve) Compliances are Mandatory Yearly compliances for the Private Limited Company. Except above 10 (Ten) there may be event-based compliances for the Small Company.

E) Annual Compliances for Every Unlisted Public Limited Companies.
S. No. Section & Rules Particular of Compliance
1. Receipt of MBP-1 184(1) Form MBP- 1 Every Director of the Company in First Meeting of the Board of Director in each Financial Year will disclose his interest in other entities.
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.
2. Receipt of DIR- 8 164(2) FormDIR – 8 Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.
3. E- Forms Filing Requirements 92 E-form: MGT-7 Annual Return: Every Small Company will file its Annual Return within 60 days of holding of Annual General Meeting. Annual Return will be for the period 1st April to 31stMarch.
4. 137 E-form: AOC-4 Financial Statement: Company is required to file its Balance Sheet along with statement of profit and Loss account, Cash Flow Statement and Director Report in this form.
Attachment:Balance Sheet, Statement of Profit & Loss account (Including Consolidated Financial Statement), Director Report, Auditors’ Report, Cash Flow Statement and Notice of AGM.
5. 179(3) MGT-14 Adoption of Financials and Director Report:Company will file MGT-14 along with copy of Board Resolution within 30 days of Board Meeting.
6. 92 MGT-8 Certification of Annual Return:Every Company Having paid up share capital of 10 Crore or more or turnover of Rs. 50 crore or more shall be certified by a Company Secretary in Practice.
7. Directors’ Report 134 Directors’ report will be prepared by mention of all the information required for Small company under Section 134.It should be signed by the “Chairperson” authorized by the Board, Where he is not so authorized by at least 2 Directors; one of them should be Managing Director if any.
8. Circulation of Financial Statement & other relevant Dox 136 Company will send to the Members of the Company approved financial statement (including consolidated Financial Statement), cash flow statement, Director report and auditors’ Report at least 21 clear days before the Annual General Meeting.(Except in case of AGM is called on Shorter Notice)
9. Notice ofAGM 101 & SS-II Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
If there is more than 200 Members then Company will give e-voting Facility.
10. Sending of Notice of AGM 101 & SS Notice of Annual General Meeting will be send to followings:• All Directors, Members, Statutory Auditor.
• Secretarial Auditor, If any.
• Debenture Trustee, if any.
11. Board Meetings 173 & SS-I Every Company shall hold a minimum number of FOUR Meetings of its Board of Directors every year in such a manner that maximum gap between two Meetings should not be more than 120 (One hundred Twenty) days. Company should hold at least 1 (one) Board Meeting every quarter of calendar year.
12. Appointment of Auditor 139 E-form ADT-1 Auditor will be appointed for the 5 (Five) year and form ADT-1 will be file for 5-year appointment.
After that every year in AGM Shareholder will ratify the Auditor but there is no need to file ADT-1.
13. Maintenance of Registers 88 Company will maintain the following mandatory Registers:• Register of Director, Director Shareholding, Members.• Register of Loan, Guarantee, Investment made by the Company.• Register of Contract with Related Parties.
14. Annual Return 92 Annual Return of Every Private Company (Except Small Company) should be sign by Company Secretary in Practice.
F) Limit Based Annual Compliance for Unlisted Public Companies. (For Check the Limits please refer my Article Series No. 87 Limits under Companies Act, 2013)
S. No. Section & Rules Particular of Compliance
15. E- Forms Filing Requirements Rule- 22 Chap. V DPT- 3 Company if accept deposit during the year then required to file return of deposit within 30 days of end of financial year.
16. 196 MR-1 Return of appointment and re-appointment of Managing Director or Whole time Director or Manager or KMP.
17. 149 DIR- 12 Appointment of Independent Director.
18. 149 DIR- 12 Appointment of Women Director.
19. 138 MGT-14 Appointment of Internal Auditor.
20. 205 All below mentioned company are required to get Secretarial Audit of the Company from the Practicing Company Secretary and repot of PCS will be part of Directors’ Report (MR-3).a) All Listed Companiesb) Every Public Company having;• Paid-Up Share Capital of Rs. 50 Crore (fifty crore rupees) or more; or
• Every Public Company having a Turnover of Rs. 250 Crore (two hundred fifty crore rupees) or more
21. Audit Committee 177 All below mentioned companies are required to constitute a Audit Committee and meetings of Committee will be as per Secretarial Standard- I:i. All public companies with a paid up capital of ten crore rupees or more;ii. All public companies having turnover of one hundred crore rupees or more; iii. All public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.
22. Nomination & Remuneration Committee 178
All below mentioned companies are required to constitute a Nomination & Remuneration Committee and meetings of Committee will be as per Secretarial Standard- I:
iv. All public companies with a paid up capital of ten crore rupees or more;
v. All public companies having turnover of one hundred crore rupees or more;
(a) All public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.
23. Vigil Mechanism 178 All below mentioned companies are required to constitute a Audit Committee:(b) The Companies which accept deposits from thePublic;(c) The Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees

G) Annual Compliances for Listed Company under Companies Act, 2013.
S. No. Section & Rules Particular of Compliance
1. Receipt of MBP-1 184(1) Form MBP- 1 Every Director of the Company in First Meeting of the Board of Director in each Financial Year will disclose his interest in other entities.
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.
2. Receipt of DIR- 8 164(2) Form DIR – 8 Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.
3. E- Forms Filing Requirements 92 E-form: MGT-7 Annual Return: Every Small Company will file its Annual Return within 60 days of holding of Annual General Meeting. Annual Return will be for the period 1st April to 31st March.
4. 137 E-form: AOC-4 Financial Statement: Company required filing its Balance Sheet along with statement of profit and Loss account, Cash Flow Statement and Director Report in this form.
Attachment:Balance Sheet, Statement of Profit & Loss account (Including Consolidated Financial Statement), Director Report, Auditors’ Report, Cash Flow Statement and Notice of AGM.
5. 179(3) MGT-14 Adoption of Financials and Director Report:Company will file MGT-14 along with copy of Board Resolution within 30 days of Board Meeting.
6. 92 MGT-8 Certification of Annual Return:Every Small Company will file with its Annual Return within 60 days of end of Financial Year.
7. 121 MGT-15 Report on AGM:Company shall prepare in the report on each AGM.
8. 179(3) MGT-14 Appointment of Secretarial Auditor Company will file MGT-14 along with copy of Board Resolution within 30 days of Board Meeting.
9. 148(3) CRA- 2 Appointment of Cost AuditorCompany will file copy of Board Resolution within 30 days of Board Meeting.
10. 149 DIR- 12 Appointment of Independent Director.
11. 149 DIR- 12 Appointment of Women Director.
12. Directors’ Report 134 Directors’ report will be prepared by mention of all the information required for Small company under Section 134.
It should be signed by the “Chairperson” authorized by the Board, Where he is not so authorized by at least 2 Directors; one of them should be Managing Director if any.
13. XBRL Every listed company is required to prepare its financial statement in Extensible Business reporting system.
14. Circulation of Financial Statement & other relevant Dox 136 Company will send to the Members of the Company approved financial statement (including consolidated Financial Statement), Directors’ report and auditors’ Report at least 21 clear days before the Annual General Meeting.
15. Notice ofAGM 101 & SS-II Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
Every Listed Company will give e-voting Facility.
16. Sending of Notice of AGM 101 & SS Notice of Annual General Meeting will be send to followings:• All Directors, Members, Statutory Auditor.• Secretarial Auditor, If any.• Debenture Trustee, if any.
17. Board Meetings 173 &SS-I Every Company shall hold a minimum number of FOUR Meetings of its Board of Directors every year in such a manner that maximum gap between two Meeting not more than 120 (One hundred Twenty) days. Company should hold at least 1 (one) Board Meeting every quarter of calendar year.
18. Appointment of Auditor 139 E-form ADT-1 Auditor will be appointed for the 5 (Five) year and form ADT-1 will be file for 5-year appointment.
After that every year in AGM Shareholder will ratify the Auditor but here is no need to file ADT-1.
19. Maintenance of Registers 88 Company will maintain the following mandatory Registers:
• Register of Director, Director Shareholding, Members.
• Register of Loan, Guarantee, Investment made by the Company.
• Register of Contract with Related Parties.
• Register of Key Managerial Personnel and their Shareholding.
20. E- Voting 108 Voting Through Electronic Means:It is mandatory for the Listed Company to provide e-voting facility to Shareholders.
21. Postal Ballot 110 Voting Through Postal Ballot: There is certain Item for which it is mandatory for the Company to provide Postal Ballot Facility.
22. Secretarial Audit 204 E- form MGT-14 All the Listed Companies are required to appoint Company Secretary as Secretarial Audit.
23. Internal Auditor 138 E- form MGT-14 Company are required to appoint internal auditor and required to file e-form within 30 days of appointment.
24. Audit Committee 177 Listed Company are required to constitute its Audit Committee and meetings of Committee will be as per Secretarial Standard- I.
25. Nomination & Remuneration Committee 178 Listed Company are required to constitute its Nomination & Remuneration Committee and meetings of Committee will be as per Secretarial Standard- I.
26. Stake Holder Relationship Committee 178 Listed Company are required to constitute its Stake Holder Relationship Committee and meetings of Committee will be as per Secretarial Standard- I.
27. Vigil Mechanism 178 Listed Company is required constituting policy of vigil mechanism.
28. Return for Change in Stake of Promoter 93 E- form MGT- 10 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 fifteen days of such change
25. E- Forms Filing Requirements Rule- 22 Chap. V DPT- 3 Company if accept deposit during the year then required to return of deposit within 30 days of end of financial year.
26. 196 MR-1 Return of appointment and re-appointment of Managing Director or Whole time Director or Manager or KMP.
27. 203 MR-1 Appointment of KMP:Company Required to appoint:1. Company Secretary2. CFO3. MD/CEO/WTD
28. 149 DIR- 12 Appointment of Independent Director.
29. 149 DIR- 12 Appointment of Women Director.
30. 205 MR – 3 Listed companies are required to get Secretarial Audit of the Company from the Practicing Company Secretary and repot of PCS will be part of Directors’ Report.

H) Annual Compliances for Listed Company under Listing Agreement.
S. No. Section & Rules Particular of Compliance
1. Reconciliation of Share Capital Audit 47C Half yearly within 30 days from the end of Half year.
2. Share Transfer Audit 55A Quarterly, within 30 days from the end of each quarter
3. Shareholding Pattern 35 Quarterly, within 21 days from the end of each quarter. Now in XBRL format
4. Unaudited/ Audited Financial Results 41 Unaudited Results with Limited Review Report within 45 days from end of each quarter Send notice in Newspaper for meeting Format is enclosed and Inform Stock Exchange also.
After the meeting within 15 min send results to stock exchange and get it published in newspaper within 2 days of meeting. As per SEBI insider trading and code adopted by Company trading window should be closed as per the days suggested by Management.
Audited Results within 45 days from end of each quarter Send notice in Newspaper for meeting Format is enclosed and Inform Stock Exchange also.
After the meeting within 15 min send results to stock exchange and get it published in newspaper within 2 days of meeting. As per sebi insider trading and code adopted by Company trading window should be closed as per the days suggested by Management.
5. Corporate Governance Report 49 Within 15 days from the end of each quarter, enclosed below format

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