Compliances Under Companies act 2013

Mandatory Filing of document’s and Maintenance of Records Under the Companies Act, 2013 in India

Filing of Return of the Deposits  DPT‐3

• Section 73 and Rule 16
• Every Company is required to file DPT‐3 every year up to 30th June for the Deposits and also for not considered as Deposits (both) as on 31st March with the MCA

Maintenance of Statutory Registers  In Prescribed Format

• Section 88 and other sections
• Every Company is required to maintain the following registers at it’s registered office
• Register of the Directors
• Register of the Directors Shareholdings
• Register of the Members
• Register of the Transfers
• Register of the Related Party transactions

Disclosure of Substantial Beneficial Ownership (SBO)  BEN‐2

Section 90

• Every Company is required to file BEN‐2 within 30 days from the date of receipt of BEN‐ 1 from a Shareholder with the MCA
• And also for any change in SBO with the MCA

Filing of Annual Return  MGT‐7

Section 92

• Every Company is required to file MGT‐7 within 60 days from the date of AGM with the MCA
• An annual return will be for the period from 1st April to 31st March.
• An annual return of a Company is required to be signed by a Company Secretary (CS) in Practice.
• Signing from CS is not required for
• A small company
• An One Person Company (OPC)
• A Start‐up private limited company

Annual Filing  MGT‐8

Section 92

• Every listed company is required to file MGT‐8 with the MCA
• Every Company is also required to file where
•  Paid up share capital is minimum Rs. 10 (ten) crore
•  Turnover is minimum Rs. 50 (fifty) crore
• MGT‐8 is to be certified by a (CS) in Practice.

Notice of AGM  In Prescribed format

•  Section 101
•  Notice of Annual General Meeting will be sent to following:
•  All Directors, Members, Auditors & Debenture Trustees etc.

E‐ Voting  In Prescribed Procedure

• Section 108
• Every Listed Company is required to provide e‐voting facility to the Shareholders.

Postal Ballot  In Prescribed Format

•  Section 110
• Every Company is required to provide Postal Ballot Facility for AGM/EGM for the item of
• business as notified by the Central Govt.

. Filing of Resolution  MGT‐14

Section 117 read with 179

•  Every Public Limited Company is required to file MGT‐14 within 30 days from the date of approval of Directors Report and the Financial Statements with the MCA

•  And also every company is required to file MGT‐14 where a resolution as needed under the Section 117 read with 179(3) with the MCA.

Report on AGM  MGT‐15

•  Section 121
• Every Listed Company is required to report on AGM with the MCA

 Director’s Report  In Prescribed Format

•  Section 134
• Every Company is required to prepare with all information’s as required under the
• Companies Act, 2013 and rules with also relevant provisions of the other Acts

Financial Statement etc  In Prescribed Format

•  Section 136
• Every Company is required to send to the shareholders an approved financial statement, directors report, auditor report and Notice of AGM within clear minimum 21 days before the date of AGM

Annual Filing  AOC‐4

•  Section 137
• Every company is required to file AOC‐4 with its Balance Sheet along with Statement of Profitand Loss Account, Cash flow statement, Directors Report, Auditors’ Report and Notice of AGM within 30 days from the date of AGM with the MCA

Filing for the Appointment of an Internal Auditor  MGT‐14

• Section 138
•  Every Listed Company with the MCA
•  And also every Public Limited Company is required to file MGT‐14 with the MCA for
• appointment of an Internal Auditor with in maximum 30 (thirty) days where
•  Paid up share capital is minimum 50 (fifty) crore
•  Turnover is minimum 200 (two hundred) crore
•  Outstanding loans from banks and public financial institutions are minimum 100
• (one hundred) crore
•  Outstanding Public deposits are minimum 25 (twenty five) crore
•  And also Private Limited Company is required to file where
•  Paid‐up Share Capital is minimum 200(two hundred) crore
•  Outstanding loans from banks and public financial institutions are minimum 100(one hundred) crore

Filing for the Appointment of Auditors  ADT‐1

• Section 139
•  Every company is required to file ADT‐1 for maximum 5 (five) years with the MCA
•  A Filing is required with in maximum 15 (fifteen) days from the date of AGM with the MCA

Filing for the Appointment of a Director  DIR‐12

•  Section 149
• Every company is required to file DIR‐12 for an appointment of a Director within maximum 30 (thirty) days from the date of appointment with the MCA

Disclosure by a director for his Non disqualifications  DIR‐8

• Section 164 (2),143(3)(g)
• Every Director is required to submit DIR‐8 to the company in each Financial Year about  his non‐disqualification for an appointment as a director

Board Meetings  In Prescribed Procedure

• Section 173 & SS‐I
• Every Company is required to hold the Board Meetings at any part of this world

•  Minimum 4 (four) meetings is required in a financial year.
•  Maximum gap between two meetings is permitted for 120 (one hundred twenty) days. 
• Minimum 1 (one) meeting is required in every calendar quarter

Disclosure by a director for his interest in any other entity  MBP‐1

• Section 184(1)
• Every director is required to disclose in MBP‐1 to the company about his interest in any other entity at first board meeting of his appointment and further at first board meeting of every financial year
• And also every director is required to disclose his interest in other entity where there is any change in interest as given in earlier MBP‐1

Filing for the Appointment of a KMP  MR‐1

•  Section 203
•  Every Listed Company with the MCA
•  And also every Public Limited Company where paid‐up share capital is minimum Rs. 10 (ten) crore are required to file MR‐1 a return of appointment and reappointment of the followings Key Managerial Personals (KMP) within maximum 30 days with the MCA
•  A Managing Director (MD)
•  A Whole Time Director (s)
•  A Manager (s)
•  A Company Secretary (CS)
•  A Chief Executive Officer (CEO)
•  A Chief Financial Officer (CFO)

Secretarial Audit  MR‐3

• Section 204
• A Secretarial Audit report in form MR‐3 from a Practicing Company Secretary (CS) is required by
• Every Listed Company
•  Every Public Limited Company where
• Paid‐up Share Capital is minimum Rs. 50 (fifty) crore
•  Turnover is minimum Rs. 250 (Two hundred fifty)crore
•  This report is to be submitted to the company

Secretarial Audit Report MR‐3

•  Section 205
• Every Listed or Specified Class of Company is required to file the Secretarial Audit report (MR‐3) with the MCA

Delay in the Payments to MSME Venders  MSME‐1

•  Section 405
• Every Company is required to file MSME‐1 for the delay in payments to MSME vendors on half yearly basis up to 30th October and 30th April for the 30th September and 31st march respectively with the MCA

Reconciliation of Share Capital  PAS‐6

• Rule 9A (8)
• Every Public Limited Company is required to file PAS‐6 a reconciliation of Share Capital as duly audited by a practicing company secretary on half yearly basis like up to 30th October and 30th April for the 30th September and 31st march respectively with the MCA

KYC of Directors  DIR‐3 KYC

• Rule‐12A
• Every Director is required to file DIR‐3 KYC up to 30th April every year with the MCA

                                                       Important Clarifications

Meaning of a Public Limited Company

•  A company which is not a private limited company
•  A company which is a subsidiary of a public limited company beside that subsidiary company is a private company
•  Minimum 7 (seven) shareholders are required for a public limited company
•  Minimum 5 (five) shareholders are required for a shareholders general meeting
•  A public limited company is required to file a Form MGT‐14 for approval of financial statements and adoption of auditor report by the board of directors
•  Provisions for appointment of the followings are applicable
•  Key Man Personal (KMP)
•  A Managing Director (MD)
• A Whole Time Director (s)
•  A Manager (s)
•  A Company Secretary (CS)
•  Women Directors
•  Independent Directors
• These provisions are applicable subject to certain terms and conditions for listed and
• Unlisted public limited companies
•  Provisions for restrictions on remuneration are applicable on every public company
• under the Section 197
•  All shares are to be in demat format w.e.f October 02, 2019
•  Loans to the directors and their relatives are strictly prohibited

Resolutions under the Section 179(3) of the Companies Act, 2013

List of Resolutions is as under:

•  To make calls on shareholders in respect of money unpaid on their shares
•  To authorize buy‐back of securities under section 68
•  To issue securities, including debentures, whether in or outside India
•  To borrow monies
•  To invest the funds of the company
•  To grant loans or give guarantee or provide security in respect of loans
•  To approve financial statement and the Board’s report
•  To diversify the business of the company
•  To approve amalgamation, merger or reconstruction
•  To take over a company or acquire a controlling or substantial stake in another company
• Any other matter which may be prescribed :

RBI New Guidelines on Opening of Current Accounts by Banks

Reserve Bank of India (RBI) on August 6, 2020 vide circular no. RBI/2020-21/20 DOR. No. BP.BC/7/21.04.048/2020-21, Issued revised Guidelines on Opening Current Account with Banks, key points of which are as follows:

1. No Current Account, where Customer Availing Credit Facilities (CC/OD) from banking System

2. In Case, customer not availed CC/OD facility from any Bank, Bank may open Current Account as under (Exposure from Banking System):

A. With Exposure of Rs.50 Crore or More:

• Mandatory Escrow Mechanism required
• Only Escrow managing bank/agent will open the Current account
• Other lenders can open Collection Accounts
• Balances in such accounts shall not be used as margin for availing any non-fund based credit facilities.
• Non-Lending banks shall not open current accounts.

B. Exposure More than Rs.5 Crores but less then Rs.50 Crores:

• Lending Bank : Can open Current Account
• Non Lending Bank : Can open ONLY Collection Accounts.

C. Exposure Less than Rs.5 Crores:

• Any Bank can open the Current Account Subject to an undertaking (Undertaking that Customer shall inform bank(s) in case the exposure exceeds Rs.5 Crore)

D. Availed No Credit facilities from Banking System: Can open Current Account

3. Banks shall Monitor :

a) All Current accounts and CC/OD accounts on quarterly basis to ensure the exposure compliance with above exposure requirements

b) No routing of drawal from term loans through Current accounts. Since term loans are meant for specific purposes, the funds should be remitted directly to the supplier of goods and services. Expenses incurred by the borrower for day to day operations should be routed through CC/OD account, if the borrower has a CC/OD account, else through a current account.

c) For existing Current and OD/CC accounts, Banks shall ensure compliance to above guidelines within a period of 3 months from date of circular (i.e. latest by November 6, 2020)

National Education Policy 2020

School Education 

• New Policy aims for universalization of education from pre-school to secondary level with 100 % Gross Enrolment Ratio (GER) in school education by 2030. 
• NEP 2020 will bring 2 crore out of school children back into the main stream through open schooling system.
• The current 10+2 system to be replaced by a new 5+3+3+4 curricular structure corresponding to ages 3-8, 8-11, 11-14, and 14-18 years respectively. This will bring the hitherto uncovered age group of 3-6 years under school curriculum, which has been recognized globally as the crucial stage for development of mental faculties of a child. The new system will have 12 years of schooling with three years of Anganwadi/ pre schooling.
• Emphasis on Foundational Literacy and Numeracy, no rigid separation between academic streams, extracurricular, vocational streams in schools ; Vocational Education to start  from Class 6 with Internships
• Teaching up to at least Grade 5 to be in mother tongue/ regional language. No language will be imposed on any student.
• Assessment reforms with 360 degree Holistic Progress Card, tracking Student Progress for achieving Learning Outcomes
• A new and comprehensive National Curriculum Framework for Teacher Education, NCFTE 2021, will be formulated by the NCTE in consultation with NCERT.   By 2030, the minimum degree qualification for teaching will be a 4-year integrated B.Ed. degree .

Higher Education

• Gross Enrollment Ratio in higher education to be raised to 50 % by 2035 ;  3.5 crore seats to be added in higher education.
• The policy envisages broad based, multi-disciplinary, holistic Under Graduate  education with flexible curricula, creative combinations of subjects, integration of vocational education and  multiple entry and exit points with appropriate certification. UG education can be of 3 or 4 years with multiple exit options and appropriate certification within this period.
• Academic Bank of Credits to be established to facilitate  Transfer of Credits
• Multidisciplinary Education and Research Universities (MERUs), at par with IITs, IIMs, to  be set up as models  of best multidisciplinary education of global standards in the country.
• The National Research Foundation will be created as an apex body for fostering a strong research culture and building research capacity across higher education.
• Higher Education Commission of India(HECI) will be set up as a single overarching umbrella body the for entire higher education, excluding medical and legal education. HECI to have  four independent verticals  - National Higher Education Regulatory Council (NHERC) for regulation, General Education Council (GEC ) for standard setting, Higher Education Grants Council (HEGC) for funding,  and National Accreditation Council( NAC) for accreditation. Public and private higher education institutions will be governed by the same set of norms for regulation, accreditation and academic standards.
• Affiliation of colleges is to be phased out in 15 years and a stage-wise mechanism is to be established for granting graded autonomy to colleges. Over a period of time, it is envisaged that every college would develop into either an Autonomous degree-granting College, or a constituent college of a university.

Others

• An autonomous body, the National Educational Technology Forum (NETF), will be created to provide a platform for the free exchange of ideas on the use of technology to enhance learning, assessment, planning, administration.
• NEP 2020 emphasizes setting up of Gender Inclusion Fund, Special Education Zones for disadvantaged regions and groups
• New Policy promotes Multilingualism in both schools and higher education. National Institute for Pali, Persian and Prakrit , Indian Institute of Translation and Interpretation to be set up
• The Centre and the States will work together to increase the public investment in Education sector to reach 6% of GDP at the earliest.

Income Tax Due Dates as per CBDT Notification No. 35/2020 dated 24.06.2020