A Public Limited Company is defined under Companies law Section 2 (71). Public limited Company offers shares to the public and has Limited liability. A company which is a subsidiary associated with a public company will be deemed a public company for the purposes of this particular Act even when that subsidiary keeps in its articles a private Company.
Benefits of ROC Annual Compliance of Public Limited Company
The benefits of Annual compliance for public limited company under Companies Act 2013 are listed below:
- Increases transparency: ROC compliance for public limited company ensures transparency in operations, financial statements in addition to corporate governance thus promoting trust amongst stakeholders.
- Legal compliance: Following ROC requirements prevents penalties, legal disputes in addition to reputational harm as per the Companies Act, 2013.
- Good corporate governance: ROC compliance facilitates internal controls, record keeping and ethics in organisational and decision-making efficiency.
- Boosting investor confidence: Compliance assures investors the company is truthful through correct financial information and management transparency.
- Capital markets Access: ROC-compliant firms attract investments from domestic and international sources indicating regulatory compliance and transparency.
- Stakeholder interest protection: Compliance enforces the rights of owners, workers, agents and clients while conducting responsible business.
- Ease of business: Compliance standardises administrative processes, improves efficiency, decreases bureaucracy and also encourages good governance.
- Risk mitigation: Compliance helps determine, evaluate and restrict operational risks through appropriate controls and compliance procedures.
- Competitive advantage: ROC-compliant status positions companies as trusted players promoting a positive brand image and attracting top talent, customers and partners.
Avoiding legal consequences: Non-compliance may lead to penalties, legal action and fines, therefore ROC specifications are mandatory to keep legal standing in the marketplace.
Documents Required for Annual Compliance of Public Limited Companies
Given below are the set of documents required for mandatory compliance for public limited company:
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Compliance Document
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Description
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Balance Sheet along with Profit and Loss Account
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Provides a look at the company's finances, including data on liabilities, assets, expenses, and income.
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Financial Statements
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May be standalone or consolidated, demonstrating economic performance of associates and subsidiaries.
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Directors' Report
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Offers insight into the company's financial performance, operations, future prospects, accomplishments, challenges, corporate governance practices, and sustainability initiatives.
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Details of Members
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Provides information about shareholders or members, including names, addresses, shareholding patterns, and changes in shareholdings.
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Specifics of the Directors
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Informs about the company's directors, including names, qualifications, addresses, experience, directorship changes, and interest in other companies.
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Secretarial Certificate along with Other Required Documents
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Includes additional documents such as a secretarial compliance certificate; must satisfy specific requirements of the Companies Act and other laws.
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List of Annual Compliance for Public Limited Company
Given below is the ROC Compliance Calendar 2024 for Public Limited Company:
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Task
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Legislation
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Form
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Frequency
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Due Date
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Director's Disqualification Intimation
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Section 164(2) of the Companies Act, 2013; Rule 14(1) of Companies (Appointment and Qualification of Directors) Rule, 2014
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DIR-8
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Annually
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By March 31st
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Directors' Interest Disclosure
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Section 184 of the Companies Act, 2013; Rule 9 of Companies (Meetings of Board and its Powers) Rule, 2014
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MBP-1
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Annually or Upon change
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1st Board Meeting of fiscal year; Immediately after change
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Annual Director’s KYC
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Section 153 of The Companies Act, 2013; Rule 12A of Companies (Appointment And Qualification of Directors) Rules, 2014
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E-form DIR-3 KYC / Web Based
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Annually
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By September 30th
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Securities Capital Audit Reconciliation
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Section 42 of The Companies Act, 2013; Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014
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E-form PAS-6
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Half yearly
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Within 60 days from half-year end
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Half yearly MSME Return
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Companies (Furnishing of Information about payment to micro and small enterprise suppliers) Orders, 2019
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E-form MSME-1
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Half yearly
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April 30th (Oct-Mar); October 31st (Apr-Sep)
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Annual Return of Deposits and/or Outstanding Loans
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Section 73 of the Companies Act, 2013; Rule 16 of Companies (Acceptance of Deposits) Rules, 2014
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E-form DPT-3
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Annually
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By June 30th
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Foreign Liabilities and Assets Annual Return (FLA)
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FLA Return to be filed with RBI
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FLA
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Annually
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July 15th, 2021
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Auditor Appointment
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Intimate ROC using Form ADT-1 after AGM completion
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ADT-1
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Upon appointment
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Within 15 days from AGM conclusion
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Annual General Meeting Report Filing
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Pursuant to section 121(1) of the Companies Act, 2013; Rule 31(2) of Companies (Management and Administration) Rules, 2014
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Form MGT-15
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Annually
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Within 30 days from AGM date
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Annual Filing of Audited Financial Statements
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Section 129, 134, and 137 of The Companies Act, 2013; Companies (Accounts) Rules, 2014
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E-form AOC-4 (CFS) (XBRL)
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Annually
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Within 30 days from AGM date
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Filing of Annual Return
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Section 92 of The Companies Act, 2013; Rule 11 of The Companies (Management And Administration) Rules, 2014
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E-form MGT-7
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Annually
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Within 60 days from AGM date
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Cost Auditor Appointment
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Section 148 of The Companies Act, 2013; Rule 6(1) of Companies (Cost Records and Audit) Rules, 2014
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E-form CRA-2
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Annually (if it is applicable)
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Within 30 days of Board Meeting or 180 days of fiscal year start
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Filing of Cost Audit Report
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Section 148 of The Companies Act, 2013; Rule 6(6) of Companies Cost Records and Audit Rules, 2014
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E-form CRA-4 (XBRL)
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Annually (if it is applicable)
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Within 30 days of receiving Cost Audit Report
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Declaration by Significant Beneficial Owner
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Section 90 of The Companies Act, 2013; Companies (Significant Beneficial Owners) Rules, 2018
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E-form BEN-1
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One-time before Rule commencement; Upon subsequent acquisition or changes
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Within 30 days of acquisition or change
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Return to Registrar for Significant Beneficial Owner
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Section 90 of The Companies Act, 2013; Companies (Significant Beneficial Owners) Rules, 2018
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E-form BEN-2
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Upon receipt
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Within 30 days from receipt of Declaration (Form BEN-1)
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The major list of compliance for public limited company in India are as follows:
- Annual Return on Form MGT-7: This form ought to be delivered to the appropriate Registrar of Companies within sixty days of the AGM. It gives updated details of shareholders and directors.
- Form AOC-4 Financial Statements: This particular form must be posted together with the RoC no later than 30 days before the AGM. This system offers standardised digital reporting for better transparency and accessibility of financial data.
- Form ADT-1: The company's auditor must be appointed within thirty days of the day of incorporation in Form ADT 1, with Board approval.
- For form MGT-8: Public companies having paid-up share capital of Rs. Ten crore or more or an annual turnover Rs. Or 50 crore plus must be certified by a practising Company Secretary.
- DIR-3 KYC: All directors should file Form DIR 3 KYC to complete Know Your Customer (KYC) verification with the RoC. Existing directors should verify the OTP delivered by email and mobile and new directors should submit this form.
- Form DPT-3: The Return of Deposit will be filed with the RoC on Form DPT 3.
- Form MBP-1: At the very first board meeting, each director shall reveal any interest in any business, firm or other organisation (including shareholdings) by submitting Form MBP 1.
- Income Tax Returns: Public limited companies should file Income Tax Returns to Income Tax Department before 30th October. Tax audit is mandatory if the yearly turnover exceeds Rs. 1 crore.
- Secretarial Audit Report In Form MR-3: Any public limited company having paid up capital exceeding Rs. Fifty crore or their yearly turnover is Rs. 250 crores.
- Conformity with SEBI Regulations: Public limited companies must carry out all the yearly compliances under SEBI Regulations, including the Listing laws of 2015, particularly those listed on stock exchanges.
- Form MGT-14: The adoption of financials and Director's Report has to be filed within thirty days of the board meeting and a copy of the board meeting minutes.
Form MGT-15: This form presents an exclusive report of the company's AGM.
Event Based Annual Compliances
These are obligations that a (listed) public limited company should fulfil during the year. They include internal company administration, corporate growth initiatives, external business management and any contingent or unexpected activities.
Annual Compliances under various other Applicable Laws
Other laws imposed on public limited companies are in addition to company-specific requirements. They include Labor & Employment, Corporate and Commercial, Excise along with Custom, RBI (Reserve Bank of India), FEMA (Foreign Exchange Management Act), Intellectual Property, Pollution Control, PF (Provident Fund) & ESI (Employee State Insurance) Regulations, Maritime and Admiralty laws etc.
Procedure of Annual Compliance for Public Limited Company
ROC annual compliance of public limited company can be done by following steps:
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Step
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Task
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Description
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1.
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Complete Simple Checklist
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Begin by examining a basic list of tasks and requirements for annual compliance. This will help ensure you have the info and documents needed to move forward.
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2.
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Documents to Submit
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Gather all pertinent documents including financial statements, auditor's report, director's report, and other essential records. Submit them to the authorities like the Registrar of Companies.
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3.
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Notice, Director Report & Forms Preparation
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Prepare notices, including the AGM notice. Also, prepare the director's report on company performance, activities, and other details. Complete necessary documents as specified by the regulator.
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4.
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Filing Annual Compliance Forms
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File completed forms and papers with the authorities such as the RoC. This might include sending the annual return and financial statements electronically via the MCA portal. Fill out all forms in the appropriate format and required formats.
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5.
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Receipt of Acknowledgement
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Receive an acknowledgment from authorities after filing the yearly compliance forms. This verifies your compliance filing was received and processed. Keep this acknowledgment for your records as evidence of compliance completion.
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Consequences of Non-compliance with Annual Compliance for Public Limited Company
Given below are the main consequences of not following the annual compliance for public limited company:
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Compliance Requirement
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Penalty
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Failure to Submit Annual Report
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Company: Up to 9-12 times normal submission fee
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Directors: Disqualification under Companies Act, 2013
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Failure to intimate ROC about Auditor in ADT-1
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- Up to 30 days: 2x normal fees
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- 30-60 days: 4x normal fees
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- 60-90 days: 6x normal fees
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- 90-180 days: 10x normal fees
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- Above 180 days: 12x normal fees
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Failure to submit Audit Report
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Penalty: 0.5% of turnover, max limit Rs. 1,50,000
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Failure to maintain necessary registers
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- Company & Officers in Default: Rs. 50,000/- to Rs. 3,00,000
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And records
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- Continuing default: Rs. 1,000/- per day until rectification
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Other Consequences of non-compliance
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Legal proceedings, possible company dissolution, notice for strike-off
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Why Choose StartupFino for ROC Annual Compliance for Public Limited Company?
By completing ROC annual compliance for public limited company, these companies show their adherence to transparency, accountability and good corporate governance. Compliance decreases legal and financial risks and creates trust between owners, other stakeholders and investors. Public companies should prioritise these compliances and also be informed about regulatory changes for long-term success and smooth operations.
StartupFino is a Company offering services for ROC Annual Compliance of Public Limited Company. From advice during the first phase to compliance with all the pertinent requirements and compliances, we can help you.
