annual compliances - icsi 2015... · annual compliances ca 2013 last day for compliance compliance...
TRANSCRIPT
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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)
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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.
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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
Annual Compliances CA 2013
Last Day for
Compliance
Compliance
Action
Name of the
Legislation Provision Compliance Description
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!