Compliance Calendar for Unlisted Public Companies – Companies Act | SEBI Laws

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  • Last Updated on 6 May, 2024

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What are the Compliances for Unlisted Public Companies?

Unlisted public companies in India, though not traded publicly on stock exchanges, are subject to a range of compliance requirements under various regulations. These are designed to ensure transparency, accountability, and protection of shareholder interests. Here are the main compliances that unlisted public companies in India must adhere to:
– Companies Act, 2013: This is the primary regulation that governs all companies in India. It includes requirements for annual filings, maintenance of books of accounts, statutory meetings, and corporate governance norms.
– Secretarial Compliance: This includes preparing and filing various forms with the Ministry of Corporate Affairs (MCA), maintaining statutory registers, and ensuring compliance with the procedural aspects of the Companies Act, such as board meetings and annual general meetings.
– Registrar of Companies (ROC) Filings: Regular filings such as Annual Return (Form MGT-7), Financial Statements (Form AOC-4), and other necessary forms must be submitted to the ROC.
– Director’s Compliance: Directors of the company need to comply with certain duties and disclosures, such as disclosure of their interest (Form MBP-1) and annual disclosure of directorships.
– Audit Requirements: Mandatory appointment of an auditor and the audit of financial statements, along with the filing of the auditor's report.
– Share Capital and Debenture Rules: Compliance with rules regarding issue and transfer of shares and debentures, including the issue of share certificates and maintenance of the register of members.
– Depository Regulations: If the company opts to dematerialize its shares, compliance with depository regulations is required.
– Foreign Exchange Management Act (FEMA), 1999: If the company engages in foreign investments or transactions, FEMA guidelines and compliances related to foreign exchange transactions must be followed.
– Income Tax Act, 1961: Companies must comply with the provisions for tax deductions, collections, and timely filing of annual tax returns.
– Goods and Services Tax (GST): If the company is involved in the buying or selling of goods or services, it must comply with GST regulations, which include registration, filing of monthly/quarterly returns, and maintaining detailed records of all transactions.

By Taxmann’s Advisory and Research Team | Corporate Laws

Table of Contents

  1. Introduction
  2. Compliances Applicable to Unlisted Public Companies

1. Introduction

With the introduction of the Companies Act, 2013, in 2014, the compliance burden of every Company has increased substantially irrespective of its nature, be it a Private Limited Company, Public Limited Company, Listed Company, Small Company, Section-8 Company, or One-Person Company (OPC).

In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies must adhere to all the applicable compliances within the specified due dates. Any non-compliance on the part of companies often results in heavy penalties. It is a good practice to track the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.

Under the Companies Act 2013, various compliances must be done on a time-to-time basis. For a better understanding of the same, we have categorised the various Compliances on the following basis:

  • Event-based Compliance: Compliance is to be done upon the occurrence or happening of a certain event, like filing E-form INC-22 upon shifting the company’s registered office.
  • Time-based Compliance: Compliances are to be done on an annual, half-yearly, and quarterly basis, like the Filing of E-form AOC-4 and MGT-7.
  • Specific Criteria-Based Compliance: Some compliances are based on paid-up share capital, turnover, or any other specific requirement, such as filing E-Form AOC-4 (XBRL) or appointing a Company Secretary.

In addition to the above-mentioned compliances, a listed company is also required to make various Quarterly, half-yearly, and event-based compliances and disclosures under the following regulations:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
  • Compliances under SEBI (Depositories and Participants) Regulations, 2018
  • Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015

This write-up also discusses in detail the compliances w.r.t. to holding of Annual General Meeting (AGM), Minimum no. of Board Meetings/Committee Meetings as required under the Law.

Taxmann.com | Research | Company & SEBI Laws

2. Compliances Applicable to Unlisted Public Companies

Applicable law Triggering Provision Compliance Statutory Timeline Due Date Required Form Reporting Authority
Companies Act, 2013 Section 10A Declaration of commencement of business Within 180 days from the incorporation date Within 180 days from the incorporation date INC-20A ROC
  Section 89(6) 

 

Return to Registrar for declaration received under Section 89 Within 30 days from the receipt of the declaration by the company Within 30 days from the receipt of the declaration by the company MGT-6 ROC
  Section 90(4) Return to the registrar regarding the declaration received under Section 90 Within 30 days from the receipt of the declaration by the company Within 30 days from the receipt of the declaration by the company BEN-2 ROC
  Rule 12A of Companies (Appointment and Qualification of Directors) Rules 2014 Directors’ KYC by every Individual  who holds a DIN  Within 6 months from the end of the financial year 30th September DIR-3 KYC ROC
  Section 139 Notice to the Registrar by the company for appointment of an auditor Within 15 days of the appointment of an auditor Within 15 days of the appointment of an auditor  ADT-1 ROC
  Section 139(6)  Appointment of First Statutory Auditor Appoint within 30 days from the incorporation date Within 30 days from the incorporation date NA NA
  Section 140 Notice of resignation by the auditor Within 30 days from the date of the resignation Within 30 days from the date of the resignation ADT-3 ROC
  Section 117 Filing  of  Resolutions and agreements to the Registrar Within 30 days of the passing of the resolution/entering into agreement Within 30 days of the passing of the resolution/entering into an agreement MGT-14 ROC
 

 

Section 179 (3) (g) Adoption of Financials and Director Report

 

Within 30 days of the Board Meeting approving the Financial Statement and Board Report Within 30 days of the Board Meeting approving the Financial Statement  MGT-14 ROC
Section-12 Notice of Change of the Situation of  Registered Office Within 30 days of the change of the address Within 30 days of the change of the address INC-22 ROC
  Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 Reconciliation of Share Capital Audit Report (Half-Yearly) Within 60 days from the conclusion of each half year 30th May (For Oct-Mar)

29th November (For April-Sep)

PAS-6 ROC
  Order dated 22 January 2019 issued under Section 405 Return in respect of outstanding payments to Micro or Small Enterprise Within 1 month from the conclusion of each half year 31st October (For April-Sep)

30th April (For Oct-Mar)

MSME-1 ROC
  Rule 5 (8) of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 Statement of unclaimed and unpaid amounts as specified in section 125 Within a period of 60 days after the holding of AGM Within a period of 60 days after the holding of AGM IEPF-2 IEPFA
  Rule 16 of Companies (Acceptance of Deposits) Rules, 2014 Return of deposit or particulars of transaction not considered as deposit or both On or before 30th June  of every year 30th June DPT-3 ROC
  Section 137  Filing of annual accounts 30 days from the date of the AGM Within 30 days from the date of AGM AOC-4/AOC-4 CFS/AOC-4 XBRL ROC
  Section 92 Filing of annual return To be filed within 60 days from the conclusion of AGM Within 60 days from the date of the AGM E – Form MGT-7 ROC
  Section 184 Disclosure of Interest by Director 1st Board Meeting and whenever there is a change in the disclosures already made 1st Board Meeting and whenever there is a change in the disclosures already made MBP-1 NA, as the Director concerned, is required to disclose this to the Company

Dive Deeper
Compliance Calendar for Private Companies
Compliance Calendar for Section 8 Companies
Compliance Calendar for One Person Company & Small Company
Compliance Calendar for Listed Companies
Compliances Based on Threshold Limits under the Companies Act, 2013

Disclaimer: The content/information published on the website is only for general information of the user and shall not be construed as legal advice. While the Taxmann has exercised reasonable efforts to ensure the veracity of information/content published, Taxmann shall be under no liability in any manner whatsoever for incorrect information, if any.

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