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Compliance Filings for a Public Limited (Listed) Company in India
The new Companies Act of 2013 has made the compliances to be made by a public limited company rather comprehensive and rigorous, while the rules and regulations associated with RBI, SEBI, FEMA, and so on, have now become utmost strict and dynamic. Hence, the public limited companies of India, especially the listed ones, are now concerned with making annual and periodic compliances more than ever before, essentially including the public limited roc compliances and tax-related compliances. Here, it may also be just mentioned that, these Acts and Statutes have rigorous provisions of heavy fines, penalties, and punishments (including imprisonment) in cases of delayed compliances and non-compliance.
In general, the annual and periodic compliances to be made by a public limited company (including the listed ones) in India, mainly relate with the following broad categories of compliances:
- A. Various Compliances with ROC, as per the Companies Act of 2013 and all Rules and Regulations associated with this.
- B. Tax-related Compliances with Tax Departments and GSTN
- C. Various Compliances related with diverse Rules and Regulations associated with SEBI, including the Listing Regulations, 2015 (only for the listed public limited companies)
- D. Compliances with Secretarial Standards I & II (Strictly applicable since July 2015)
- E. Compliances under all other concerned legal Acts and Statutes (mentioned in section below), such as the Labor and Employment Law, Corporate and Commercial Laws, Excise and Custom, RBI, FEMA, Intellectual Property Laws, Pollution Control Act, PF and ESI Regulations, Maritime and Admiralty Laws, etc.
- F. And, various Event-based Compliances.
Annual Compliances for Public Limited Company
As far as only the annual compliances for public limited company in India are concerned, the following are most of the main and most significant compliances:
- Annual Return in Form MGT-7: This Form contains the latest information about the directors and shareholders of the public limited company, and is to be filed with relevant ROC within Sixty days of holding the Annual General Meeting (AGM). In case, the total paid-up capital of the public limited company equals to or exceeds Rs. Ten Crore, or its annual turnover crosses Rs. Fifty Crore, then, there will arise the requirement of filing the Form MGT-8 (Certification of Annual Return) also, within Sixty days from the end of the financial year.
- Financial Statements in Form AOC-4: This Form is to be filed with the relevant ROC within Thirty days of holding the AGM of the company. As per the new provisions dictated by the Companies Act of 2013, this Form will contain the Balance Sheet, Profit and Loss Account, Directors’ Report, Cash Flow Statement, Auditor’s Report, and the Consolidated Financial Statement. Again, now every listed public limited company located anywhere in India, is required to prepare its Financial Statement in Extensible Business Reporting system (XBRL).
- Income Tax Returns: This inevitable Form is to be filed with the Income Tax Department, on or before 30th September of the following financial year. Again, tax-audit will be compulsory if the annual turnover of the public limited company gets more than Rs. One Crore.
- Secretarial Audit Report in Form MR-3: Now, every public limited company (listed or unlisted) is required to submit the Secretarial Audit Report along with the Board Report, under any of the following conditions — a) when its total paid-up capital becomes equal to or crosses Rs. Fifty Crore; or b) its annual turnover equals to or exceeds Rs. 250 Crore.
- Annual Compliances under all Rules and Regulations associated with SEBI: Essentially including the Listing Regulations of 2015. (especially for the listed public limited companies).
- Form MGT-14: This Adoption of Financials and Director’s Report, is to be filed within Thirty days from the Board Meeting, together with the copy of the Board Meeting of the public limited company.
- Form MGT-15: This contains exclusive report on the Annual General Meeting (AGM) of the company.
- Event-Based Annual Compliances: These could be related with the internal company administration, external business management, corporate growth, or any unexpected or contingent activities to be performed by the (listed) public limited company.
- Various Annual Compliances under other Laws applicable: Such as the Labor and Employment Law, Corporate and Commercial Laws, Excise and Custom, RBI, FEMA, Intellectual Property Laws, Pollution Control Act, PF and ESI Regulations, Maritime and Admiralty Laws, etc.
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