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Compliance and Regulatory Requirements for Public Limited Companies

A Public Limited Company (PLC) is a highly regulated business structure in India that requires strict adherence to legal and financial regulations. Failure to comply with these requirements can lead to penalties, legal action, and even dissolution of the company.

This article provides a detailed guide on the mandatory compliance and regulatory obligations that every Public Limited Company in India must follow.


Why Compliance is Crucial for Public Limited Companies?

โœ”๏ธ Legal Protection โ€“ Ensures the company operates within legal boundaries.
โœ”๏ธ Avoids Penalties & Fines โ€“ Non-compliance can lead to heavy fines and legal actions.
โœ”๏ธ Builds Trust โ€“ Investors, stakeholders, and financial institutions prefer companies that follow regulations.
โœ”๏ธ Enhances Credibility โ€“ A well-compliant company gains a strong reputation in the market.
โœ”๏ธ Ensures Smooth Operations โ€“ Keeps the companyโ€™s legal standing intact.


Mandatory Compliance Requirements for Public Limited Companies

Once a Public Limited Company is incorporated, it must adhere to the following legal and financial compliance obligations under the Companies Act, 2013, SEBI Regulations, Income Tax Act, and GST Laws.


1๏ธโƒฃ Compliance for Company Incorporation

๐Ÿ“Œ Obtain Certificate of Incorporation (COI)
โœ”๏ธ Issued by the Ministry of Corporate Affairs (MCA) upon successful registration.
โœ”๏ธ Contains Company Identification Number (CIN), Date of Incorporation, and Name of Company.

๐Ÿ“Œ Apply for PAN & TAN
โœ”๏ธ Permanent Account Number (PAN) is required for tax filings.
โœ”๏ธ Tax Deduction and Collection Account Number (TAN) is required for TDS compliance.

๐Ÿ“Œ Open a Bank Account in the Companyโ€™s Name
โœ”๏ธ Submit COI, MOA, AOA, and Board Resolution to the bank.

๐Ÿ“Œ GST Registration (If applicable)
โœ”๏ธ Mandatory if annual turnover exceeds โ‚น40 lakh (โ‚น20 lakh for services).

๐Ÿ“Œ Issue Share Certificates
โœ”๏ธ Must be issued within 2 months of incorporation to shareholders.

๐Ÿ“Œ Statutory Auditor Appointment
โœ”๏ธ A company must appoint an auditor within 30 days of incorporation.
โœ”๏ธ File ADT-1 Form with MCA for auditor appointment.


2๏ธโƒฃ Annual Compliance for Public Limited Companies

Every Public Limited Company must file annual financial and legal reports with the MCA and other regulatory bodies.

๐Ÿ“Œ Board Meetings & Annual General Meetings (AGMs)
โœ”๏ธ First Board Meeting must be held within 30 days of incorporation.
โœ”๏ธ Minimum of 4 Board Meetings per year, with a gap of no more than 120 days between two meetings.
โœ”๏ธ Annual General Meeting (AGM) must be held within 6 months after the end of the financial year.

๐Ÿ“Œ Annual Return Filing (MGT-7 Form)
โœ”๏ธ Due date: Within 60 days of AGM.
โœ”๏ธ Includes shareholding structure, directorship details, and compliance report.

๐Ÿ“Œ Financial Statements Filing (AOC-4 Form)
โœ”๏ธ Due date: Within 30 days of AGM.
โœ”๏ธ Includes Balance Sheet, Profit & Loss Account, and Board Reports.

๐Ÿ“Œ Income Tax Return (ITR-6 Form)
โœ”๏ธ Due date: 30th September of the assessment year.
โœ”๏ธ Must file audited financial statements and tax computation.

๐Ÿ“Œ Directorโ€™s KYC (DIR-3 KYC Form)
โœ”๏ธ Due date: 30th September every year.
โœ”๏ธ Mandatory for every director to submit KYC details to MCA.

๐Ÿ“Œ Disclosure of Directorโ€™s Interest (MBP-1 Form)
โœ”๏ธ Directors must disclose any financial interest in other companies.

๐Ÿ“Œ Declaration of Non-Disqualification of Directors (DIR-8 Form)
โœ”๏ธ Every director must confirm their eligibility to act as a director.

๐Ÿ“Œ Annual Secretarial Compliance Report
โœ”๏ธ Companies listed on the stock exchange must file this under SEBI regulations.


3๏ธโƒฃ Event-Based Compliance

Apart from annual filings, Public Limited Companies must also comply with event-based filings whenever there are major changes.

EventCompliance FormFiling Due Date
Change in DirectorsDIR-12Within 30 days
Change in Share CapitalSH-7Within 30 days
Allotment of New SharesPAS-3Within 15 days
Company Name ChangeINC-24Upon approval
Change in Registered OfficeINC-22Within 15 days
Issuance of DebenturesPAS-3 & MGT-14Within 30 days

4๏ธโƒฃ Tax Compliance for Public Limited Companies

๐Ÿ“Œ Corporate Tax Filing
โœ”๏ธ Companies must file ITR-6 with the Income Tax Department.
โœ”๏ธ Corporate Tax Rate:

  • 25% for companies with turnover up to โ‚น400 crore.
  • 30% for companies with turnover above โ‚น400 crore.

๐Ÿ“Œ Tax Deducted at Source (TDS) Filing
โœ”๏ธ Companies must deduct TDS on employee salaries, contractor payments, and professional fees.
โœ”๏ธ Quarterly TDS return must be filed in Form 24Q and 26Q.

๐Ÿ“Œ Advance Tax Payment
โœ”๏ธ Companies must pay advance tax quarterly if tax liability exceeds โ‚น10,000.

๐Ÿ“Œ GST Return Filing
โœ”๏ธ Companies registered under GST must file GSTR-1, GSTR-3B, and GSTR-9 annually.


5๏ธโƒฃ SEBI Compliance for Listed Public Companies

Companies listed on stock exchanges must comply with additional SEBI regulations:

๐Ÿ“Œ Quarterly Financial Results Filing
โœ”๏ธ Companies must publish financial results every quarter.
โœ”๏ธ File Form 23AC & 23ACA with MCA.

๐Ÿ“Œ Insider Trading Compliance
โœ”๏ธ Directors and key executives must comply with SEBIโ€™s Prohibition of Insider Trading Regulations.

๐Ÿ“Œ Disclosure of Shareholding Pattern
โœ”๏ธ File Form SH-1 for disclosing shareholding changes to SEBI.

๐Ÿ“Œ Audit Committee and Corporate Governance Compliance
โœ”๏ธ Listed companies must have a minimum of 3 independent directors on their Board.


Penalties for Non-Compliance

Failure to comply with MCA, Income Tax, and SEBI regulations can result in heavy fines and legal consequences.

Non-CompliancePenalty/Fine
Not holding AGMโ‚น1,00,000 + โ‚น5,000 per day
Late Filing of AOC-4โ‚น200 per day
Late Filing of MGT-7โ‚น100 per day
Non-appointment of Auditorโ‚น25,000 to โ‚น5,00,000
Not Filing ITRโ‚น10,000 late fee + prosecution
GST Non-Filingโ‚น50 per day + interest

Conclusion

A Public Limited Company is subject to strict regulatory and compliance requirements under multiple government authorities, including MCA, SEBI, Income Tax Department, and GST authorities.

๐Ÿ”น Annual compliance includes filing financial statements, annual returns, and tax documents.
๐Ÿ”น Event-based filings are mandatory for any structural or managerial changes.
๐Ÿ”น Failure to comply can result in heavy fines and legal action.

To ensure smooth compliance and avoid penalties, professional assistance is recommended. ASK ASSOCIATES provides expert legal and compliance services to help Public Limited Companies meet their regulatory obligations efficiently.

๐Ÿ“ž Contact us today to ensure hassle-free compliance for your Public Limited Company!

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