Annual Compliances - ICSI 2015... · Annual Compliances CA 2013 Last Day for Compliance Compliance...

Annual Compliances – Companies Act, 2013

STUDY CIRCLE SERIES

WIRC OF ICSI

MAY 13, 2015

Annual Compliances CA 2013

Last Day for

Compliance

Compliance

Action

Name of the

Legislation Provision Compliance Description

At the first

Board meeting

in every

financial year

Disclosure of

interest

Companies Act

read with the

Companies

(Meetings of

Board and its

Powers) Rules,

2014

Section 134(1)

read with

Rule 9

Every director shall disclose his concern or interest in any

company or companies or bodies corporate (including

shareholding interest), firms or other association of

individuals, by giving a notice in writing in Form MBP 1


Last Day for

Compliance

Compliance

Action

Name of the


Prior to every

AGM

Approval by

the board of

the financial

statements,

including

consolidated

financial

statements

Companies Act

read with the

Companies

(Accounts)

Rules, 2014

Section 134(1) The financial statements, including consolidated financial

statements, if any, are required to be approved by the Board

and signed by the chairperson of the company where he is

authorised by the Board or by 2 (two) directors out of which

1 (one) is an MD and the chief executive officer, if he is a

director in the company, the CFO and the CS, wherever they

are appointed. A signed copy of every financial statement,

including consolidated financial statement, if any, is to be

issued, circulated or published along with a copy each of: (a)

any notes annexed to or forming part of such financial

statement; (b) the auditors’ report; and (c) the Boards’ report


Last Day for

Compliance

Compliance

Action

Name of the


In the financial

statements at

every AGM

Disclosure of

loans,

investments,

guarantees and

security to be

made in the

financial

statements

Companies Act

read with

Companies

(Meetings of

Board and its

Powers) Rules,

2014

Section 186 Every company is required to disclose to the members in the

financial statements, full particulars of loans given,

investments made, guarantees given, and security provided

and the purpose for which the loan, guarantee, security is

proposed to be utilised by the recipient of the such loan or

guarantee or security


Last Day for

Compliance

Compliance

Action

Name of the


In the Boards'

report

Disclosure of

the

composition of

the CSR

committee and

the CSR Policy

in the Boards'

report

Companies Act

read with the

Companies

(Accounts)

Rules, 2014

and the CSR

Rules

Sections 134

and 135 read

with Rule 9 of

the Accounts

Rules

The Board's report to be attached to the financial statements

is required to disclose the composition of the CSR

Committee. Where the company fails to spend such amount

as prescribed under Section 135, the Board’s report shall

specify the reasons for not spending the amount


Last Day for

Compliance

Compliance

Action

Name of the


In the Boards'

report

Disclosure in

the Boards'

report of

details of

contracts or

arrangements

under Section

188 (RPT)

Companies Act

read with the

Companies

(Accounts)

Rules, 2014

Sections 134

and 188 read

with Rule 8

The Boards' report is required to contain particulars of

contracts or arrangements under Section 188 entered into

with related parties, in the format specified in Form AOC-2,

along with the justification for entering into such contracts or

arrangements


Last Day for

Compliance

Compliance

Action

Name of the


In the Boards'

report

Annexing an

extract of the

annual return

to every

Boards' report

Companies Act

read with the

Companies

(Management

and

Administration)

Rules, 2014

Section 92

read with

Rule 12

Every company is required to ensure that an extract of the

Annual Return in Form No. MGT.9 is attached to the Boards'

Report


Last Day for

Compliance

Compliance

Action

Name of the


Prior to every

AGM

Attaching the

auditors' report

to the financial

statements

Companies Act

read with the

Companies

(Accounts)

Rules, 2014

Section 134(2) The Company shall ensure that the auditors' report is

attached to every set of financial statements


Last Day for

Compliance

Compliance

Action

Name of the


Prior to every

AGM

Attaching the

Boards' report

to the financial

statements

Companies Act

read with the

Companies

(Accounts)

Rules, 2014

Sections

134(3) and

134(6) read

with Rule 8

The Company shall ensure that the Boards' report is attached

to every set of financial statements. The Boards' report is

required to contain the particulars stipulated under Section

134(3) and Rule 8 of the Accounts Rules


Last Day for

Compliance

Compliance

Action

Name of the


At least 21

(twenty-one)

days prior to

an AGM

Providing to

members and

keeping open

for inspection,

the financial

statements and

documents

required to be

annexed to

such financial

statements

Companies Act

read with the

Companies

(Accounts)

Rules, 2014

Section 136 The company is mandatorily required to permit every

member or trustee of the holder of any debentures issued by

the company to inspect copies of financial statements,

including consolidated financial statements, auditors’ report

and every other document required by law to be annexed or

attached to the financial statements. The documents are to

be made available for inspection at the registered office

during business hours


Last Day for

Compliance

Compliance

Action

Name of the


Prior to

general

meetings

Notices and

other

communica-

tion relating to

general

meetings to be

forwarded to

the auditor

Companies Act Section 146 The company is required to forward to its auditors all notices

of, and other communications relating to, all general

meetings of the company.

Auditor shall attend either by himself or through his

authorised representative, who shall

also be qualified to be an auditor, any general meeting

(unless otherwise exempted

by the company)


Last Day for

Compliance

Compliance

Action

Name of the


Within 6 (six)

months from

the closure of

every financial

year and not

more than 15

(fifteen)

months from

the date of the

previous AGM

Holding an

AGM

Companies Act

read with the

Companies

(Management

and

Administration)

Rules, 2014

Section 96 Every company shall in each year hold an AGM of its

members. The AGM is to be held within a period of 6 (six)

months from the date of closing of the financial year and the

gap between 2 (two) consecutive AGMs should not exceed

15 (fifteen) months. Every AGM is required to be called

during business hours (i.e.: between 9 a.m. and 6 p.m.) on

any day that is not a National Holiday and held either at the

registered office or some other place within the city, town or

village in which the registered office of the company is

situated


Last Day for

Compliance

Compliance

Action

Name of the


At every AGM Keeping the

Register of

Directors and

KMP open at

every AGM

Companies Act

read with the

Companies

(Appointment

and

Qualification

of Directors)

Rules, 2014

Section 171 The Register containing particulars of its Directors and KMP

is to be kept open for inspection during business hours and

members have the right to take extracts therefrom and copies

thereof free of cost within 30 (thirty) days.

This Register is also to be kept open for inspection at every

AGM and is to be made accessible to any person attending

the meeting


Last Day for

Compliance

Compliance

Action

Name of the


At every AGM Keeping the

Register of

Contracts or

Arrangements

in which

Directors are

Interested open

at every AGM

Companies Act

read with

Companies

(Meetings of

Board and its

Powers) Rules,

2014

Section 189

read with

Rule 16

The Register of Contracts or Arrangements in which

Directors are Interested, maintained in Form MBP-4, is

required to be produced at the commencement of every

AGM and kept open and accessible during the continuance

of the meeting to any person having the right to attend the

meeting


Last Day for

Compliance

Compliance

Action

Name of the


By/ At every

AGM

Financial

statements,

along with a

separate

statement (in

Form AOC-1)

containing

salient features

of the financial

statements of

its subsidiaries

Companies Act

read with the

Companies

(Accounts)

Rules, 2014

Section 129 The financial statements of a company are required to (i)

give a true and fair view of the state of affairs, (ii) comply

with accounting standards notified under Section 133, (iii) be

in such forms as may be provided for different class or

classes of companies in Schedule III, and (iv) be placed

before the members at the AGM. Where the company has

subsidiaries, it is required to, in addition to financial

statements, prepare a consolidated financial statement of the

company and of all the subsidiaries in the same form and

manner which is also to be laid before the AGM. A separate

statement in Form AOC -1 containing the salient features of

the financial statement of its subsidiaries, associate

companies, and joint venture is also required to be attached


Last Day for

Compliance

Compliance

Action

Name of the


At every AGM Declaration of

dividend

Companies Act

read with the

Companies

(Declaration

and Payment

of Dividend)

Rules, 2014

Section 123 Every company is permitted to declare dividends every

years, only out of its profits for that year arrived at after

providing for depreciation in accordance with the provisions

of the Companies Act, or out of the profits of the company

for any previous financial year(s) arrived at after providing

for depreciation in accordance with the provisions of the

Companies Act, and remaining undistributed, or out of both


Last Day for

Compliance

Compliance

Action

Name of the


At every

AGM

Reading out

qualifications,

observations,

etc., as

mentioned in

the auditors'

report at every

AGM

Companies Act Section 145 Every company is required to ensure that the qualifications,

observations or comments mentioned in the auditors’ report

on financial transactions or matters, which have any adverse

effect on the functioning of the company is read before the

company at every AGM and should be open for inspection

by any member of the company during every such AGM


Last Day for

Compliance

Compliance

Action

Name of the


At every

AGM

Appointment

and ratification

of appointment

of auditors

Companies Act

read with the

Companies

(Audit and

Auditors)

Rules, 2014

Section 139

read with

Rules 3 and 4

Every company is required to appoint, at the AGM, an

individual or a firm as an auditor who shall hold office from

the conclusion of that meeting till the conclusion of its 6th

(sixth) AGM. Further the company is required to keep the

matter relating to such appointment for ratification by

members at every AGM.


Last Day for

Compliance

Compliance

Action

Name of the


Within 30

(thirty) days of

the date of

every AGM

Preparation

and filing of a

report on the

AGM with the

RoC

Companies Act

read with the

Companies

(Management

and

Administration)

Rules, 2014

Section 121

read with Rule

31

Every listed public company is required to prepare a report

on the AGM including confirmation to the effect that the

meeting was convened, held and conducted as per the

provisions of the Companies Act, 2013 and the rules made

thereunder in Form No. MGT.15


Last Day for

Compliance

Compliance

Action

Name of the


Within 60

(sixty) days of

the date (or

due date) of

every AGM

Preparation

and filing of an

annual return

with the RoC

Companies Act

read with the

Companies

(Management

and

Administration)

Rules, 2014

Section 92

read with Rule

11

Every company is required to prepare its Annual Return in

Form No. MGT.7. The Annual Return is to be (i) prepared

as on the date of the end of the financial year (and not on

date of AGM); and (ii) filed with the RoC within 60 (sixty)

days of the date on which the AGM is held. The Annual

Return filed by a company having paid-up share capital of

Rs. 10 crores or more or turnover of Rs. 50 crores or more, is

required to be certified by a company secretary in practice

(with such certificate being in Form No. MGT.8)

Thank You!

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