ANNUAL

COMPLIANCES
UNDER COMPANIES
ACT 2013
By:- Maitreyee Kulkarni

FEATURES OF CA 2013
Democracy & Supremacy of Shareholders
Strengthening Women Contributions
through Board Room
Corporate Social Responsibility
National Company Law Tribunal
Cross Border Mergers
Electronic Mode
Independent directors & duties
Rotation of Auditors

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

Last Day
for
Complia
nce

Complianc
e Action

Name of
Provisio
the
n
Legislation

Compliance Description

Prior to
every
AGM

Approval by
the board of
the financial
statements,
including
consolidate
d financial
statements

Companies
Act read
with the
Companies
(Accounts)
Rules, 2014

The financial statements,

including consolidated
financial statements, 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 CEO, 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

Section
134(1)

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

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
Boards report
shall specify
the reasons
for not
spending the
amount

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

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
Administratio
n)
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

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

Last Day
for
Complianc
e

Compliance Name of the

Action
Legislation

At least 21
(twentyone) 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

Provisio Compliance
n
Description

Companies Act Section

read with the
136
Companies
(Accounts)
Rules, 2014

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

Last Day
for
Complianc
e

Compliance Name of the

Action
Legislation

Provisio Compliance
n
Description

Prior to
general
meetings

Notices and Companies Act Section

other
2013
146
communicati
on
relating to
general
meetings to
be
forwarded to
the auditor

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)

Last Day Complianc Name of the

for
e Action
Legislation
Complia
nce
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

Provisio Compliance
n
Description

Companies Act Section

read with the
96
Companies
(Management
and
Administration
)
Rules, 2014

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

Last Day Complianc Name of the

for
e Action
Legislation
Complia
nce
At every
AGM

Keeping
the
Register of
Directors
and
KMP open
at
every AGM

Provisio Compliance
n
Description

Companies Act Section

read with the
171
Companies
(Appointment
and
Qualification
of Directors)
Rules, 2014

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

Last Day Complianc Name of the

for
e Action
Legislation
Complia
nce

Provisio Compliance
n
Description

At every
AGM

Section
189
read
with
Rule 16

Keeping
the
Register of
Contracts
or
Arrangeme
nts
in which
Directors
are
Interested
open
at every
AGM

Companies Act
read with
Companies
(Meetings of
Board and its
Powers) Rules,
2014

The Register of Contracts

or Arrangements in which
Directors are Interested,
maintained in Form MBP4, 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

Last Day Complianc Name of the

for
e Action
Legislation
Complia
nce
By/ At
every
AGM

Financial
statements
,
along with
a
separate
statement
(in
Form AOC1)
containing
salient
features
of the
financial
statements
of
its
subsidiarie
s

Provisio Compliance
n
Description

Companies Act Section

read with the
129
Companies
(Accounts)
Rules, 2014

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

Last Day Complianc Name of the

for
e Action
Legislation
Complia
nce
At every
AGM

Provisio Compliance
n
Description

Declaration Companies Act Section

of dividend read with the
123
Companies
(Declaration
and Payment
of Dividend)
Rules, 2014

Every company is
permitted to declare
dividends every
year, 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

Last Day Complianc Name of the

for
e Action
Legislation
Complia
nce
At every
AGM

Reading
out
qualificatio
ns,
observatio
ns,
etc., as
mentioned
in
the
auditors'
report at
every
AGM

Provisio Compliance
n
Description

Companies Act Section

2013
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

Last Day Complianc Name of the

for
e Action
Legislation
Complia
nce

Provisio Compliance
n
Description

At every
AGM

Section
139 read
with
Rules 3
and 4

Appointme
nt and
ratification
of
appointme
nt of
auditors

Companies Act
read with the
Companies
(Audit and
Auditors)
Rules, 2014

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

Last
Complianc
Day for e Action
Complia
nce

Name of the
Legislation

Provisio Compliance
n
Description

Within
30
(thirty)
days of
the date
of every
AGM

Companies Act
read with the
Companies
(Management
and
Administration
) Rules, 2014

Section
121 read
with
Rule 31

Preparation
and filing of
a report on
the AGM
with the
RoC

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

Last
Complianc
Day for e Action
Complia
nce

Name of the
Legislation

Provisio Compliance
n
Description

Within
60
(sixty)
days of
the date
(or due
date) of
every
AGM

Companies Act
read with the
Companies
(Management
and
Administration
) Rules, 2014

Section
92 read
with
Rule 11

Preparation
and filing of
an annual
return with
the RoC

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