Illustrative Compliance calendar under LODR for Entities which has listed its ³⁷specified securities {Please also refer Special measures incl. Key CoVID 19 effects}

1. CANNOT: (i) be incorporated/converted into a S.8 Co; (ii) carry out NBFI activities; (iii) voluntarily convert into any other kind of Co up to 2 years from the date of incorporation. But if thresholds of paid-up share capital of ₹ 50 lakhs & average annual turnover of ₹ 2 crores is exceeded, then it has to compulsorily convert.
2. Appearing on MCA portal
3. as mentioned in a webinar jointly conducted by ICSI & MCA
4. Effective 26-Jan-18 till 18-Mar-19, registration fees was not payable in respect of incorporation of NewCo with nominal capital of < ₹ 10 lakhs
5. Similar S.11 was omitted by the Co (Amend) Act, 2015 effective. 29-May-2015; however reintroduced by the Co (Amend) Ordinances effective 2-Nov-2018
6. Notified effective 16-Oct-2019
7. “Start-up Co” means a Pvt Co incorporated under the Co Act 2013/Co Act 1956 and recognised as such in accordance with notification G.S.R. 180(E) dtd 17-Feb-2016 issued by DIPP, Ministry of Commerce & Industry
8. Specified IFSC Public Co means an unlisted Public Co licensed to operate by RBI/SEBI/IRDA from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under SEZ Act 2005 read with the SEZ Rules 2006
9. Conditions specified in S. 73(2)(a) to (e) not applicable to a Pvt Co which accepts from its members monies NOT > 100% of (paid up share capital + free reserves + securities premium a/c) OR fulfills conditions mentioned at 4 above. All such entities have to file the details of monies accepted with RoC.
10. If any individual, or individuals acting through any person or trust, act with a common intent or purpose of exercising any rights or entitlements, or exercising control or significant influence over a Reporting Co, pursuant to an agreement or understanding, formal or informal, such individual, or individuals, acting through any person or trust, as the case may be, shall be deemed to be ‘acting together’ [Expl. V]
11. “Significant influence or control” means the power to participate, directly or indirectly, in the financial or operating policy decisions of the Reporting Co but is not control or joint control of those policies [R.2(1)(i)]
12. ‘majority stake’ means (i) holding > ½ of the equity share capital in the body corporate; or (ii) holding > ½ of the voting rights in the body corporate; or (iii) having the right to receive or participate in > ½ of the distributable dividend or any other distribution of the body corporate [R.2(1)(d)]
13. ‘Partnership entity’ means a partnership firm registered under the Indian Partnership Act 1932 or LLP under LLP Act 2008 [R.2(1)(e)]
14. Last date for filing Form No. BEN 2 had been extended to 31-Mar-2020 and consequently the date of filing Form No. BEN 1 may be construed accordingly.
15. Amended by Co Amend Act 2019 : To be effective from the date as may be notified by CG
16. Notified by Co Amend Ordinance 2019 on 12-Jan-2019, but deemed to be Effective 2-Nov-2018
17. Amended by Co Amend Act 2019 : To be effective from the date as may be notified by CG: debarring the member or the firm from being appointed as an auditor/internal auditor/undertaking any audit in respect of FS or internal audit of the functions and activities of any Co or body corporate; or performing any valuation as provided u/s 247 for minimum 6 months, maximum 10 years
18. * “directly or indirectly” shall have the meaning assigned to it in the Explanation to S. 144, given at Sr. no. 7 below
19. ”wrongful manner” means if the DIN is obtained on the strength of documents which are not legally valid or incomplete documents are furnished or on suppression of material information or on the basis of wrong certification or by making misleading or false information or by misrepresentation [Expl (i) to R.11(1)]
20. ”fraudulent means” means if the DIN is obtained with an intent to deceive any other person or any authority including CG [Expl (ii) to R.11(1)]
21. “person” (including a “person in whom any of the director of a Co is interested”) excluding any individual who is in the employment of the Co
22. “vanishing company” means a Co, registered under Co Act 2013 or previous company law or any other law for the time being in force and listed with SE which has failed to file its returns with the RoC and SE for a consecutive period of 2 years, and is not maintaining its registered office at the address notified with the RoC or SE and none of its directors are traceable.
23. “inactive company” means a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last 2 FYs, or has not filed financial statements and annual returns during the last 2 FYs
24. Please refer Page No. 64 of “Allied Laws” for definition of Micro/Small Enterprise
25. Effective 18-Nov-2019
26. Defined at I. Types of companies [Ch.I]
27. Effective 1-Dec-2020
28. As per the Co (INC) Rules amended on 6-Mar-19, no registration fees payable on Co being incorporated with AuthorisedSh Cap up to ₹ 15 lakh effective 18-Mar-19. However corresponding amendment is not available in the Co (Regn Offices & Fees) Rules.
29. Fee applicable at the time of actual filing shall be payable
30. Notified on 30-Apr-2019 videG.S.R. 340(E)
31. During FY 2018-2019, Form DIR-3 KYC filed from 21.09.2018 to 05.10.2018 ⟶fees of ₹ 500 was applicable
32. Amended by Co Amend Act 2019 : To be effective from the date as may be notified by CG
33. -MD & CFO, if any,
    • in the absence of MD & CFO, any other director in-charge (by BoD) of compliance
    • in the absence of any such director-in-charge, ALL directors of the Co
34. Notification G.S.R. 464(E) Dated 5-Jun-15
35. w.e.f. 1.4.2019.
36. Reg. 2(k) of ICDR:-“convertible security” means a security which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder of the security and includes convertible debt instrument and convertible preference shares;
37. Reg. 2(1)(zl) ‘specified securities’ means ‘equity shares’ and ‘convertible securities’ as defined under Reg. 1(1)(zj) of SEBI ICDR [Reg. 2(k) of ICDR:- “convertible security” means a security which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder of the security and includes convertible debt instrument and convertible preference shares]
38. Deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting
39. (capital expenditure, sales and marketing, working capital etc). between projected utilisation of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilisation of funds