What is Annual Compliance for Public Limited Company?
Annual Compliance for a public limited company has to be carried out in compliance with the requirements of the Registrar of Companies and the Ministry of Corporate Affairs.
As per Section 2(71) of the Companies Act, 2013, a public company is understood as a company that offers its shares to the public. Any company which is a subsidiary of a public company would also be deemed to be considered as a public limited company.
There are different form of benefits offered by a public limited company which includes limited liability, protection to shareholders and directors and other form of benefits.
Meaning of Listed Company
Section 2(52) of the Companies Act provides the meaning of a listed company. Any company that has its shares in a stock exchange is understood as a listed company. The individuals having ownership of respective shares are known as the shareholders. Hence the shareholders have to subscribe to the shares of a public limited company.
Main Regulatory Authority for Annual Compliance
The primary regulatory authority for Annual Compliance for a public limited company is the Ministry of Corporate Affairs and the Registrar of Companies.
Benefits of Public Limited Company Annual Compliance
The following benefits can be achieved by complying with the relevant regulatory requirements of the business:
By complying with the requirements of the Registrar of Companies and the Ministry of Corporate Affairs, the Public limited company and partners will increase their reputation in the eyes of the public. Through this process a Public limited company can increase its compliance requirements. More investors would be willing to invest in a Public limited company that complies with the requirements of the law.
By filing all compliances within a particular period of time, the Public limited company would be free from any form of compliance requirements. By considering this, a Public limited company can fulfil its objectives.
By complying with the requirements of the authorities, the Public limited company would face lesser burden when it comes to compliance requirements. If compliances are not followed up or filed by the Public limited company, it can be detrimental to the development of the Public limited company. Hence it is crucial that all the requirements related to compliance are followed by the partners of the Public limited company.
Annual return For Public Limited Company consists following
Audited Balance Sheet of the Company
A public limited company is required to file the balance sheet along with other account details together with the statement of the profit and loss. With this the information pertaining to the director’s report must be provided. Such compliance must be carried out by the public limited company within 30 days of having the Annual General Meeting (AGM). For this Form AOC -4 must be filed with the registrar of companies.
Audited Profit & Loss Account
Audited Profit and Loss must also be submitted to the registrar of Companies. Such information must be provided in Form AOC-4. Such compliance is required to be followed by the company as per the requirements of the ROC and the MCA.
Compliance Certificate from CS (Company Secretary)
If the company has a paid up share capital of more than 10 crores or the turnover of the public listed company is more than 50 crore, then a compliance certificate from a company secretary is mandatory. This is one of the requirements of a public limited company. Such certification would be as per the requirement under Form MGT-8. Every public company having a turnover of 250 crores or more has to obtain secretarial audit report in form MR-3 from Practicing Company Secretary.
Confirmation of the Situation of Registered Office
The company is required to have a registered office for carrying out business. This must be carried out within 30 days of its incorporation. In case the company changes the registered office of the business then the same must be communicated to the Registrar of Companies and the Ministry of Corporate Affairs. Such notice of the registered office of the business must be stated by the company in a prominent place of the business. All such registers have to be maintained by the public limited company at the registered office of the business. Such annual compliance for a public limited company has to be carried out.
Register of Member(s)
The public limited company has to maintain a register of members. This must be carried out from the effective date of registration of the company. Such register of members is supposed to be maintained as per the requirements of Form No MGT -1.
For companies that are incorporated under the provisions of the Companies Act, 1956 then such compliance must be carried out within 6 months of the rules being applicable.
Shares and Debenture Details
Every public company that issues shares and debentures to the public has to maintain a specific register related to the shares and debentures held by the individuals. Such requirements have to be maintained in a register separately under Form No MGT-2.
The company is required to maintain a register of debt details of all the creditors.
Information about the Management of the Company
The Management comprise of shareholders and directors of the company. Directors are required to file KYC (Know Your Client) with the Registrar of Companies (ROC). Apart from this, information related to the DIR-3 KYC must be submitted before the prescribed time limit.
Directors must disclose any particular interest which they have with the company. This disclosure of interest must be conducted yearly. Such disclosure must be carried out in MBP-1.
Current and details of change in shareholding structure of the Company
The Directors in every board meeting of the company must disclose any details related to the shareholding they have in the company. Any change in the shareholding pattern must also be mentioned in the board meeting.
Detail about the changes in Directorship
If there is any change in directorship of the company, the same must be notified to all the respective stakeholders of the company. As per section 168 of the Companies Act, 2013 the particulars related to resignation of directors is present. With this Form-DIR 11 must be filed by the company to the ROC for effective compliance.
If the director is removed, then such requirements are governed under section 169 of the Companies Act, 2013. The notice of removal of director must be filed as per the requirements under Form- DIR 12.
Details of transfers of securities/ Share in a financial year
Details related to the transfer of securities in the public company or transfer of shares of directors and shareholders have to be maintained as per the requirements of section 88 of the Companies Act, 2013.
Maintenance of Registers
Apart from this all the registers related to the annual general meeting, members, securities and other registers have to be maintained as per the requirements of the authority.
Secretary and Auditor Compliance Requirements
Appointment of Auditors
Such compliance must be carried out by a company as per the requirements of the registrar of companies. The appointment of auditors of a public limited company must be carried out 30 days after the incorporation of the company. Such compliance related to the appointment must be filed as Form ADT-1. If this compliance is not carried out by the board, then the members have to carry out such appointment within a period of 90 days.
Holding Annual General Meeting
The public limited company must hold the annual general meeting every year. First AGM is required to be held within 9 months of closing of the financial year. Notice of holding such meeting must be provided to the members.
Documents Required for Annual Filing of Company
- Incorporation Certificate of the Public Limited Company
- PAN Card
- Certificate of Incorporation of the Public Limited Company
- Financial Statements of the Public Limited Company
- An independent auditor must audit financial Statements
- Audit Report & Board Report of the Public Limited Company
- Independent auditor’s report and Board report must be concerned
- DSC of Director (Digital Signature Certificate of the Directors)
- Accurate and active DSC of one of the directors must be provided and presented