08 Jun 2024

A-Comprehensive-Guide-to-Meeting-Requirements-under-the-Companies-Act-2013

A-Comprehensive-Guide-to-Meeting-Requirements-under-the-Companies-Act-2013

Introduction

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

To enhance transparency in reporting, the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) frequently issue new amendments through circulars and notifications. Companies must adhere to all applicable compliances within the specified due dates, as non-compliance often results in heavy penalties. It is essential to track 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 fulfilled on a time-to-time basis. To provide a better understanding, we have categorized various Compliances based on the following criteria:

  1. Event-based Compliance: Compliance upon the occurrence or happening of certain events, like filing E-form INC-22 upon shifting the company’s registered office.
  2. Time-based Compliance: Compliances on an annual, half-yearly, and quarterly basis, like the Filing of E-form AOC-4 and MGT-7.
  3. 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.

Additionally, this write-up discusses in detail the compliances concerning the holding of Annual General Meeting (AGM), minimum no. of Board Meetings/Committee Meetings as required under the Law.

Compliances Based on Threshold Limits under the Companies Act, 2013

A.

Section

B.

Provision

C.

Applicability

D.

Exemption

E.

Due Date

F

Form No.

G.

Reporting Authority

137

XBRL

a) Listed Companies

b) Indian Subsidiaries of Listed Companies

c) Companies having Paid-up Share Capital of 5 Cr. or more

d) Companies having a turnover of 100 Cr. or more.

e) Companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015

a) Non-Banking Financial Companies

b) Banking Companies

c) Insurance Companies

d) Housing Finance Companies

30 days from the conclusion of the AGM

AOC-4 XBRL

ROC

CARO, 2020 Companies (Auditor’s Report) Order, 2020

Every company, including a foreign company, as defined in sec 2 (42) a) A Banking Company b) An Insurance Company c) A Section 8 Company d) One-Person Company e) A Small Company f) A Private Limited satisfying the following conditions:

1) Company which is not a holding of a public company

2) Company which is not a subsidiary of a public company

3) Paid-up capital and reserve and surplus of not exceeding Rs. 1 crore

4) Total borrowings from any bank or financial institution at any point of time during the financial year does not exceed Rs. 1 crore

5) Total revenue as disclosed in Scheduled III to the Companies Act (including revenue from discontinuing operations) does not exceed 10 Crores

NA

NA

An annexure of CARO is to be attached with statutory Auditor’s Report

 

 

Cash Flow Statement

all companies except those exempted need to prepare the Cash Flow Statement

a) One-Person Company

b) Small Company

c) Dormant Company

d) Private company (if it is a start-up)

NA

NA

NA

NA

138

Internal Auditor

(a) Every listed company

(b) every unlisted public company having:

(i) paid-up share capital of fifty crore rupees or more during the preceding financial year; or

(ii) turnover of two hundred crore rupees or more during the preceding financial year; or

(iii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year;

or

(iv) outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and

(c) every private company having:

(i) turnover of two hundred crore rupees or more during the preceding financial year; or

(ii) Outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year.

Companies not falling under the criteria as specified in column C

Annually

MGT-14

ROC

92

Certification by a Company Secretary on Annual return

a) All Listed Companies or

b) Companies with a paid-up share capital of 10 Crore or more

or

c) Companies with a turnover of 50 Crore rupees or more

Companies not falling under the criteria as specified in column C

To be annexed with E- form MGT-7 (filed within 60 days from the date of AGM)

MGT-8

ROC

203

Appointment of Company Secretary

a) All listed Companies

or b) Companies having a paid-up share capital of Rs. 10 Crore or more

Companies not falling under the criteria as specified in column C

Within 30 days from the board meeting in which the appointment is approved

DIR-12

ROC

204 read with Section 117

Secretarial Audit

(a) Every listed company

(b) Material Indian unlisted subsidiaries of listed companies

(c) Every public company having a paid-up share capital of 50 crore or more in an immediate preceding FY.

(d) Every public company having a turnover of 250 crore rupees or more in an immediate preceding F.Y. or Every Company having loans or borrowings from banks or public financial institutions of 100 crore rupees or more in an immediate preceding F.Y.

Companies not falling under the criteria as specified in column C

Within 30 days from the board meeting in which the appointment is approved

MGT-14

Board of directors

149 (6)

Independent director

a) Listed company

b) Public companies with paid-up share capital of Rs. 10 crore or more.

c) Public companies with a turnover of Rs. 100 crore or more.

d) public companies with aggregate outstanding loans, debentures, and deposits exceeding Rs. 50 crores

Joint Venture 2) wholly owned subsidiary 3) Dormant Companies

Within 30 days from the board meeting in which the appointment is approved

DIR – 12

ROC

203

Key Managerial Personnel (other than CS)

a) All listed companies b) All those Public companies that have paid-up share capital of Rs. 10 Crore or more

Private Companies are exempted from filing E–form MR-1

Within 30 days from the board meeting in which the appointment is approved

DIR -12, MR-1

ROC

177

Audit Committee

a) All listed Public Companies

b) Public companies with paid-up share capital of Rs. 10 crore or more

c) Public companies with a turnover of Rs. 100 crore or more

d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores

IFSC Public Companies1

 

 

 

178

Nomination and Remuneration Committee

a) All listed Public Companies

b) Public companies with paid-up share capital of Rs. 10 crore or more

c) Public companies with a turnover of Rs. 100 crore or more

d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores

IFSC Public Companies2

 

 

 

178

Stakeholders Relationship Committee

A Company which consists of more than 1,000 shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year

IFSC Public Companies

 

 

 

149 (1)

Women Director

a) Listed companies

b) Public Companies having a Paid-Up Share Capital of Rs. 100 Crore or more;

or

c) Public Companies having a turnover of Rs. 300 Crore or more

Within 30 days from the board meeting in which the appointment is approved

DIR-12

ROC

 

177 (9)

Vigil Mechanism

a) All listed companies b) The company accepting deposits from the general public;

c) The companies that already have taken money from banks and public financial institutions in excess of Rs. 50 crores

IFSC Public Companies

 

 

 

135

Corporate Social Responsibility Committee

Companies Having: (a) having a net worth of Rs. 500 Crores or more during the immediately preceding Financial Year;

or

(b) turnover of Rs. 1000 Crores or more during the immediately preceding Financial Year;

or

(c) a net profit of Rs. 5 Crores or more during the immediately preceding Financial Year

Companies not falling under the criteria as specified in column C

For F.Y. 2022-23: Form CSR-2 shall be filed separately on or before 31st March, 2024 after filing form AOC-4/AOC-4 XBRL/AOC

 

 

 

Meeting Requirements

Applicable Provision(s)

Type of Meeting

Timeline for Holding Meeting

Exemptions/Relaxation, if any

Section 173

First Board Meeting

Within 30 days from the date of incorporation

IFSC Public Companies, IFSC Private Companies, OPC having 1 Director

Section 173

Subsequent Board Meeting

Minimum 4 meetings in a year. The gap between 2 meetings should not exceed 120 days.

IFSC Public Companies, IFSC Private Companies, Section-8 Companies,  One Person Company, Small Company, Dormant Company, Start-up Private Company, OPC having 1 Director

Section 96

First AGM

Within 9 months from the closure of the first financial Year

One Person Company

Section 96

Subsequent AGM

30th Sep (Within 6 months from the closure of the financial Year) Further, the gap between 2 AGM should not exceed 15 months

One Person Company

Section 177 and Regulation 18 of LODR

Audit Committee meeting

Minimum 4 times in a year, and the gap between two meetings should not exceed 120 days

All Companies except listed companies can hold the meeting as and when necessary

Section 178 and Regulation 19 of LODR

Nomination and Remuneration Committee meeting

At least once in a year

All Companies except listed companies can hold the meeting as and when necessary

Section 178 and Regulation 20 of LODR

Stakeholders Relationship Committee meeting

At least once in a year

All Companies except listed companies can hold the meeting as and when necessary

Regulation 21 of LODR

Risk Management Committee11

At least twice in a year The meetings shall be conducted in such a manner that on a continuous basis, not more than 180 days shall elapse between any two consecutive meetings

All Companies except listed companies

Section 135

CSR Committee meeting

As and when the company feel necessary

 

Exemptions/Relaxations

  • Sec 177 shall not apply – Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017
  • Sec 178 shall not apply – Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017
  • IFSC Public Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year.—Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017
  • IFSC Private Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting in each half of a calendar year—Exemption Notification to specified IFSC Private Companies, GSR 09 (E) dated 04.01.2017
  • The provisions of the Board meeting shall not apply to an OPC having only 1 Director—Proviso to Section 173 (5)

Exemptions for Regulation 21 of LODR (Risk Management Committee)

  • Applicable on Top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediate preceding financial year; and a ‘high value debt listed entity.

This structured approach ensures the comprehension of meeting requirements under the Companies Act, 2013, with clear identification of timelines and exemptions.

SEBI Expands Interval Between Two Risk Management Committee Meetings to 210 Days (SEBI (LODR) (Amendment) Regulations, 2024.

As per Regulation 21(5), the top 1,000 listed entities and high-value debt-listed entities shall constitute a Risk Management Committee. The extant norms provide that the gap between two risk management committees shall not exceed 180 days.

The amended norms extend the maximum gap between two risk committee meetings to 210 days. This extension allows for greater flexibility in scheduling meetings, providing entities additional time to prepare comprehensive risk management strategies and reports.

 

Conclusion

 

Navigating the compliance landscape under the Companies Act, 2013 demands meticulous attention to meeting requirements alongside other statutory obligations. By delineating the types of meetings, their timelines, and the corresponding exemptions, this comprehensive overview facilitates a clearer understanding of the compliance framework. Adhering to these structured guidelines not only ensures legal conformity but also fosters transparent corporate governance, laying a robust foundation for the sustainable growth and development of businesses.

 

References

 

- https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks.html

-https://www.taxmann.com/post/blog/compliances-based-on-threshold-limits-under-the-companies-act-2013/

- https://www.icsi.edu/webmodules/Final_SS-1.pdf

- https://www.icsi.edu/webmodules/Final_SS-2.pdf

- https://www.icsi.edu/media/webmodules/SACMDD_FEB_2020.pdf