Unlisted public companies in India, although not listed on stock exchanges, are subject to a stringent set of compliance requirements under various regulations. These rules are designed to ensure transparency, corporate governance, and protection of shareholder interests.
Below, we outline the key annual compliance obligations for unlisted public companies, crucial for maintaining legal and financial integrity.
Also read: What ROC Compliances are applicable on your company/LLP?
1. Companies Act, 2013: The Cornerstone of Compliance
The Companies Act, 2013 serves as the primary regulatory framework governing all companies in India, including unlisted public companies. Key annual compliances under this Act include:
(i) Annual Filings: Companies must file their Annual Return (Form MGT-7) and Financial Statements (Form AOC-4) with the Registrar of Companies (ROC). The Annual Return provides details about the company’s management, shareholders, and other pertinent information, while the Financial Statements include the balance sheet, profit and loss account, and other financial disclosures.
(ii) Statutory Meetings and Corporate Governance: Unlisted public companies are required to conduct board meetings at least four times a year, with a maximum gap of 120 days between meetings. They must also hold an Annual General Meeting (AGM) within six months from the end of the financial year. During the AGM, financial statements are presented, and auditors and directors are appointed.
2. Secretarial Compliance: Ensuring Procedural Adherence
Secretarial compliance involves meticulous documentation and adherence to procedural norms. Key activities include:
(i) Maintenance of Statutory Registers: Companies must maintain registers such as the Register of Members, Register of Directors and Key Managerial Personnel, and Register of Charges. These registers are crucial for ensuring transparency and proper record-keeping.
(ii) Filing Forms with the MCA: Companies must file various forms with the Ministry of Corporate Affairs (MCA) related to changes in the board of directors, increase in share capital, and other significant corporate actions.
3. Director’s Compliance: Duties and Disclosures
Directors play a pivotal role in the governance of unlisted public companies. Key compliance requirements for directors include:
(i) Disclosure of Interest (Form MBP-1): Directors must disclose their interest in other entities at the first board meeting in each financial year. This ensures that any potential conflicts of interest are disclosed.
(ii) Annual Disclosure of Directorships: Directors must disclose their directorships in other companies, ensuring that the company has complete information about the involvement of its directors in different entities.
Partnering with expert and seasoned Company Law Consultants can help adhere to and understand the complex compliance requirements timely and efficiently.
4. Audit Requirements: Financial Transparency
Unlisted public companies are required to appoint an auditor and ensure that their financial statements are audited annually. The audit report must be filed with the ROC along with the financial statements. This audit process provides an independent assessment of the company’s financial health and compliance with accounting standards.
5. Share Capital and Debenture Rules
Unlisted public companies must adhere to regulations regarding the issue and transfer of shares and debentures. This includes issuing share certificates to shareholders and maintaining the Register of Members. Compliance with these rules ensures proper management of the company’s share capital structure.
6. Regulatory Compliance: FEMA and Depository Regulations
(i) FEMA Compliance: If the company is involved in foreign investments or transactions, it must comply with the Foreign Exchange Management Act (FEMA), 1999. This includes reporting foreign investments and transactions to the RBI.
(ii) Depository Regulations: Companies opting to dematerialize their shares must comply with depository regulations, which involve the maintenance of records and proper reporting of shareholdings.
7. Tax and GST Compliance
(i) Income Tax Act, 1961: Companies must adhere to tax regulations, including timely filing of income tax returns and complying with TDS/TCS provisions.
(ii) Goods and Services Tax (GST): If applicable, companies must register for GST, file monthly or quarterly returns, and maintain detailed records of all transactions.
List of Annual Compliances for an Unlisted Public Company
| Compliance Requirement | Triggering Provision | Due Date | Form | Reporting Authority |
| Declaration of commencement of business | Section 10A of Companies Act, 2013 | Within 180 days from incorporation | INC-20A | Registrar of Companies (ROC) |
| Return to Registrar for declaration received under Section 89 | Section 89(6) of Companies Act, 2013 | Within 30 days of receipt of declaration | MGT-6 | ROC |
| Return to the registrar regarding the declaration received under Section 90 | Section 90(4) of Companies Act, 2013 | Within 30 days of receipt of declaration | BEN-2 | ROC |
| Directors’ KYC | Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014 | Within 6 months from the end of the financial year | DIR-3 KYC | ROC |
| Notice to the Registrar for appointment of an auditor | Section 139 of Companies Act, 2013 | Within 15 days of appointment | ADT-1 | ROC |
| Appointment of First Statutory Auditor | Section 139(6) of Companies Act, 2013 | Within 30 days from incorporation | NA | NA |
| Notice of resignation by the auditor | Section 140 of Companies Act, 2013 | Within 30 days from date of resignation | ADT-3 | ROC |
| Filing of Resolutions and agreements to the Registrar | Section 117 of Companies Act, 2013 | Within 30 days of passing the resolution/entering into agreement | MGT-14 | ROC |
| Adoption of Financials and Director Report | Section 179 (3) (g) of Companies Act, 2013 | Within 30 days of Board Meeting approving financials | MGT-14 | ROC |
| Notice of Change of Registered Office | Section 12 of Companies Act, 2013 | Within 30 days of change of address | INC-22 | ROC |
| Reconciliation of Share Capital Audit Report (Half-Yearly) | Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 | 30th May (For Oct-Mar), 29th November (For April-Sep) | PAS-6 | ROC |
| Return in respect of outstanding payments to Micro or Small Enterprise | Order dated 22 January 2019 issued under Section 405 | 31st October (For April-Sep), 30th April (For Oct-Mar) | MSME-1 | ROC |
| Statement of unclaimed and unpaid amounts as specified in section 125 | Rule 5 (8) of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 | Within 60 days after the holding of AGM | IEPF-2 | IEPFA |
| Return of deposit or particulars of transaction not considered as deposit or both | Rule 16 of Companies (Acceptance of Deposits) Rules, 2014 | On or before 30th June of every year | DPT-3 | ROC |
| Filing of annual accounts | Section 137 of Companies Act, 2013 | Within 30 days from the date of AGM | AOC-4/AOC-4 CFS/AOC-4 XBRL | ROC |
| Filing of annual return | Section 92 of Companies Act, 2013 | Within 60 days from the conclusion of AGM | E-Form MGT-7 | ROC |
| Disclosure of Interest by Director | Section 184 of Companies Act, 2013 | 1st Board Meeting and whenever there is a change in the disclosures already made | MBP-1 | Director to disclose to the company |
Conclusion:
For unlisted public companies in India, adhering to annual compliance requirements is not just a legal obligation but also a crucial aspect of maintaining corporate governance and transparency. By staying compliant with the Companies Act, secretarial norms, and other regulatory requirements, these companies can ensure smooth operations and build trust among shareholders and stakeholders. Whether through internal resources or external consultants like Master Brains Consulting, meticulous attention to compliance is essential for the sustainable growth and reputation of unlisted public companies.