INCORPORATION OF UNLISTED PUBLIC COMPANY (Limited by Shares)
[Section 7 of the Companies Act, 2013 read with the Companies Incorporation Rules, 2014 ]
Incorporated with Minimum 3 Directors, Minimum 7 Shareholders and no minimum limit for Share Capital
Details required to initiate the process
Documents required to Prepare Draft
Prepare Drafts on the basis of details
Details required to initiate the process
(Prepare Main Object and Ancillary Object of the company )
Documents required to Prepare Draft
For Director & Shareholders |
For Registered Office |
|
FOR PARMANENT ADD.
FOR CORRESPONDENCE ADD. Signed NOC |
Prepare Drafts on the basis of details
Filing of E-Forms for incorporation
**We can apply for maximum Three DIN under SPICe Part B web form
AFTER INCORPORATION COMPLIANCES
From the date of incorporation
In First Board Meeting
Compliance after First Board Meeting
Compliances to be made From the date of incorporation
Particulars |
Time |
Conduct a Board Meeting |
Within 30 days |
File INC-22 for registered office if permanent office address was not submitted at the time of incorporation |
Within 30 days |
First Auditor Appointment |
Within 30 days |
Issue Share certificate |
Within 60 days
|
File INC-20 A for commencement of business
|
Within 180 days |
Conduct First AGM |
Within 9 months |
Compliances to be made In First Board Meeting
Compliance to be made after First Board Meeting
Particulars |
Time |
File ADT-1 for appointment of first Auditor |
within 15 days (Optional)
|
File INC-22 for registered office |
within 30 days (wherever required) |
YEARLY COMPLIANCES
Compulsory compliances
Capital/Turnover based Compliances
Compulsory compliances
S. No. |
Particular |
Event time |
E-form and time of filing |
1. |
Disclosures of interest by directors |
Every Director of the Company in First Meeting of the Board of Director in each Financial Year shall disclose his interest in other entities. And Where any changes in the interest then in subsequent BM |
Form MBP-1 |
2. |
Return of deposit |
On or before 30th June |
DPT-3 |
3. |
Directors KYC |
On or before 30th of September |
DIR-3 KYC/WEB |
|
File resolution for approval of Accounts and Director report |
Within one month from the date of Board Meeting in which Financial statement approved |
MGT-14 |
4. |
Subsequent AGM |
Within a period of 6 month from the closing of financial year to finalize Balance Sheet along with Statement of Profit and Loss Account, Directors’ Report and Auditors’ Report.
|
File AOC-4 within 30 days of AGM In OPC within 30 days of entry of ordinary resolution in Minute Book. |
5. |
Appointment of subsequent auditor |
In AGM, Auditor will be appointed for 5 years |
ADT-1 within 15 days of AGM |
6. |
Annual return |
File its Annual Return within 60 days of holding of Annual General Meeting. In case of OPC File its Annual Return within 60 days of entry of ordinary resolution in Minute Book. |
MGT-7 A within 60 days of due date of AGM. In case of OPC not required to hold AGM. |
7. |
MSME return |
Two times (Half yearly return) 1. 30th April 2. 31st October |
MSME-1 |
8. |
Disclosure of significant beneficial owner |
Company shall file BEN-2 within 30 days of receipt of BEN-1 from Share holder. |
BEN-2 |
Capital/Turnover/No. of Shareholders based Compliances
S.N. |
Particulars |
Unlisted Public Company
|
1. |
KMP |
On Paid up share capital of Rs. 10 cr. or more |
2. |
Certification in MGT-8 |
On Paid up share capital of Rs. 10 cr. or more or Turnover of Rs. 50 cr. or above |
3. |
Secretarial audit |
On company having outstanding loans or borrowings of Rs. 100 cr. or more |
4. |
XBRL Filing 1. AOC-4 simple
2.AOC4 (CFS) for consolidated accounts |
Paid up capital Rs. 5 cr. or above Or Turnover of Rs. 100 cr. or above Or all companies which are required to prepare their financials in accordance with Companies (Indian Accounting Standards) Rules, 2015 |
5. |
Internal auditor |
Having turnover of Rs. 200 crore or more during the preceding FY or Having outstanding loans or borrowings exceeding Rs. 100 crore or more at any point of time during the preceding FY |
6. |
Tenure of Auditor |
FOR UNLIMITED TERMS
Paid up share capital < Rs. 10crores and having public borrowings or public deposits < Rs. 50 cr.
|
Auditor Firm not for more than 10 years And Individual auditor not for more than 5 years Paid up share capital Rs. 10 crore or More or having public borrowings or public deposits Rs. 50 cr. or More
|
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7. |
Independent director And Audit committee And Nomination & remuneration committee
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Paid up share capital ofRs. 10 cr. or more or Having turnover of Rs. 100 cr. or more or the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceedingRs. 50 cr. |
8. |
Women director (at least one woman director) |
Paid up share capital of Rs. 100 cr. or more or turnover of Rs. 300 cr. or more |
9. |
Stakeholder relationship committee
|
Section 178 a company which holds 1000 numbers of shareholders, debenture holders, deposit holders and any other security holders at any time during a financial year. |
10. |
Risk management committee
|
Not specified in companies act
134(3)(n) 177(4) |
11. |
Applicability of CSR |
Section 135 Having in the immediately preceding financial year:
Net worth > 500 crore or Turnover > 1000 crore or Net profit > 5 crore or |
12. |
Applicability of CSR committee
|
Section 135 Having in the immediately preceding financial year:
Net worth > 500 crore or Turnover > 1000 crore or Net profit > 5 crore or |
13. |
Applicability of CARO |
* Accordingly, CARO applies to all the companies except the following unlisted public companies specifically excluded from its purview:
Banking companies Companies registered for charitable purposes Insurance companies
|
14. |
Cost Audit |
Section 148 and The Companies (Cost Records and Audit) Rules, 2014 applicable to every company registered under the Companies Act, 2013 which are engaged in production of goods or providing of services listed in Table-A or Table-B and having an overall turnover of rupees 35 crore or more during the immediately preceding financial year.
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