Annual Compliance Requirement of Public Limited Company

Narendra Kumar

09 Dec, 2020

Each company whether a Private Limited Company, Limited Company or One-Person Company is required to file the annual return after the end of each financial year. The procedure of the annual filing of a company is simple. Under Companies Act, 2013 companies are required to file the form electronically.

Here are the following forms required to file with the Registrar of Companies annually:

Annual Return

As per Companies Act 2013^[1], there is a requirement of certification by a company secretary in practice of annual return extended to:

Certification of Annual Return E Form Mgt-8

• Listed Companies
• Every Company having:

1. The paid-up share capital of 10 Crore rupees or more or
2. Turnover of 50 Crore rupees or more

The signing of Annual Return E Form Mgt-7

• Listed Companies
• Public Companies
• Private Limited company having:

1. Paid up share capital Exceeding 50 lac
2. Turnover exceeding 2 Crore

In case of non-compliance, he/she will be punishable by a fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.

Exemption from Signing of Annual Return by Company Secretary

• One Person Company
• Small company

According to section 92 (1), it is required for every company to prepare the return in the prescribed form containing the following particulars:

• Registered office details, principal business activities, particulars of its holding, subsidiary and associate companies;
• Details of shares, debentures and other securities and shareholding pattern;
• Indebtedness;
• Detail of its members and debenture-holders along with changes therein since the close of the previous financial year;
• Details of its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial Year;
• Details of the meetings of members or a class thereof, Board and its various committees along with attendance details;
• Details of the remuneration of directors and key managerial personnel;
• Penalty or punishment imposed on the company, its directors or officers and details of compounding of offenses and Appeals made against such penalty or punishment;
• Matters relating to certification of compliances, disclosures as may be prescribed;
• Details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration, and percentage of shareholding held by them; and
• Such other matters as may be prescribed, and signed by a director and the company secretary, or where there is no Company secretary, by a company secretary in practice.

According to section 92 (4) it is required for every company to file annual return with the Registrar within sixty days from the date of annual general meeting or where no annual general meeting is held then within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed, within the time specified.

In case company fails to file its annual return before the expiry of the period specified, company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both as per section 92(5).

Books of Accounts

It is required for every company to prepare its book of accounts and keep it at its Registered Office.

Financial Statement for every financial year which gives a true and fair view of the state of the affairs of the company including its branch office.

The company can keep books of account at a place other than the Registered Office of the Company bypassing board resolution. After passing board resolution the company required to file form AOC-5 with the registrar within 7 days.

Books of Accounts include:

• All sum of money received and expended by the company and the matters in respect of which the receipt and expenditure take place;
• All sales and purchases of goods by the company;
• Assets and liabilities of the company;
• In case the company is engaged in production, processing, manufacturing or mining activities, such particulars relating to utilization of material or labor or other items of cost as may be prescribed by the Central Government, provided the Central Government so directs to any such class of companies or any particular company.

Books of accounts of each company must be preserved for a period not less than Eight Years immediately proceeding the financial year, along with relevant documents.