Compliances

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Querist : Anonymous

Querist : Anonymous (Querist)

28 November 2013 Our company has become Public Limited Company from Pvt.Ltd. Company (by increasing number of shareholders). What are the changes in compliance requirement being public limited company.

Ajay Mishra

Ajay Mishra (Expert)
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28 November 2013 You will comply all provisions as applicable of public company, like section 81, 255, 256, 269, 293, 372A etc......of the Companies Act, 1956.

Querist : Anonymous

Querist : Anonymous (Querist)

28 November 2013 Can you please share the complete list of all such compliances.

Apart from Companies Act are there any other compliances with any regulatory authorities.

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Asha Kanta Sharma online

Asha Kanta Sharma

(Expert)
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20 July 2024 When a Private Limited Company converts to a Public Limited Company, there are several changes in compliance requirements and additional regulatory obligations. Here's a comprehensive list of compliance requirements for a Public Limited Company in India:

### Compliance Requirements under the Companies Act, 2013:

1. **Change in Name**: The company must change its name by substituting "Private" with "Public" after obtaining approval from the Registrar of Companies (ROC).

2. **Minimum Number of Directors and Shareholders**:
- Minimum three directors are required.
- Minimum seven shareholders are required.

3. **Share Capital**:
- Minimum paid-up capital of Rs. 5 lakh.
- Compliance with the provisions related to issue and transfer of securities.

4. **Statutory Meetings**:
- Conducting Annual General Meetings (AGMs) within prescribed timelines.
- Holding Board Meetings as per statutory requirements (at least four meetings in a year).

5. **Board Composition**:
- Composition of Board of Directors as per the Companies Act, 2013.
- Appointment and rotation of directors, including Independent Directors.

6. **Annual Filings**:
- Filing of Annual Return in Form MGT-7.
- Filing of Financial Statements (Balance Sheet, Profit and Loss Account, Director's Report) in Form AOC-4.

7. **Audits**:
- Appointment of Statutory Auditors and conducting Annual Statutory Audits.
- Filing of Auditor's Report with the ROC.

8. **Shareholder Rights and Disclosures**:
- Compliance with provisions related to shares, dividends, voting rights, etc.
- Disclosure of director's interest, related party transactions, etc.

9. **Corporate Governance**:
- Compliance with the provisions of Corporate Governance as applicable to listed companies.

10. **Compliance Certificates**:
- Obtaining Compliance Certificates as required under the Companies Act, 2013.

11. **Directors' and Officers' Liability**:
- Compliance with provisions related to directors' and officers' liability insurance, if applicable.

### Other Regulatory Compliances:

Apart from the Companies Act, a Public Limited Company may need to comply with other regulatory requirements depending on its industry and activities. These may include:

- **Securities and Exchange Board of India (SEBI)**:
- Compliance with SEBI regulations if the company is listed on stock exchanges.

- **Income Tax Act**:
- Filing of Income Tax Returns (ITR) and compliance with provisions related to tax deductions, etc.

- **Goods and Services Tax (GST)**:
- Registration under GST if applicable and compliance with GST return filing requirements.

- **Labour Laws**:
- Compliance with various labour laws such as Employees' Provident Fund (EPF), Employees' State Insurance (ESI), etc.

- **Environmental Laws**:
- Compliance with environmental regulations and obtaining necessary clearances, if applicable.

### Practical Steps:

1. **Review and Update Memorandum and Articles of Association**: Amend the MOA and AOA to reflect the change in status from Private Limited to Public Limited.

2. **Appoint Professionals**: Engage professionals like Company Secretaries, Chartered Accountants, and Legal Advisors to ensure compliance with all regulatory requirements.

3. **Training and Awareness**: Conduct training sessions for directors and key personnel on the new compliance requirements and responsibilities.

4. **Regular Monitoring**: Establish a compliance calendar to monitor and track all statutory and regulatory compliances on a regular basis.

By adhering to these compliance requirements, a Public Limited Company can operate within the legal framework and maintain good corporate governance practices. It's advisable to seek professional advice to navigate through these requirements smoothly.