Annual Compliances of Section 8 Company

  • July 11, 2020
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In India, Section 8 Company is formed with the objective to encourage education, science, sports, arts, social welfare, religion, protection of environment etc. Under Companies Act, 2013, Section 8 Companies are registered as Non-Governmental Organization and is one of the form of companies. Hence, like any other company under Companies Act, 2013, Section 8 Companies are also require to file various compliances as mentioned in the Companies Act.

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Concept of Section 8 Company

A Section 8 Company has the main goal to promote charity, social welfare, protection of environment or any other activities which are related to them. It is a legal form of entity different from Private or Public Limited Companies, and formed as an NGO.

Section 8 Companies are treated as Limited Companies only, but do not use phrase “Limited” in its name. Further, such companies do not provide any dividend or income to its members. The profit earned is only utilized for meeting the objectives of the company.

Annual Compliances of Section 8 Company

Section 8 Companies are under obligation to file annual as well as event-based (one-time) compliances with the MCA (Ministry of Corporate Affairs).

Complete List of Annual Compliances for Section 8 Company

Annual Compliances are obligatory and needs to be filed at regular intervals. These compliances are periodical and has to be compulsorily filed by Section 8 Company.

S.NoParticularsSection/RuleAnnual Compliance
1Appointment of AuditorSection 139An Auditor needs to be appointed for a period of 5 years. The director needs to file Form ADT-1 after 15 days of appointment of Auditor.
2Maintenance of Statutory RegistersSection 88 and other sections relevant theretoMaintain Register of Director, Register of Members, Register of Shareholding of Director, Register of Related Party Transactions. Register of Transfers
3Annual Form MGT-7Section 92File Annual Return within sixty days from the date of Annual General Meeting.
4Annual Form MGT-8Section 92Company having paid-up share capital of Rs. 10 crore or an annual turnover of Rs. 50 crores needs to file this form and get it certified by a Practising Company Secretary
5Annual Form AOC-4Section 137Filing of Balance sheets and Financial statements within 30 days of Annual General Meeting.
6Annual Form DPT-3Section 73 and Rule 16This form includes filing of Return of Deposit and particulars not considered as deposit as on 31st March. File this form every year on or before 30th June
7Form BEN-2Section 90Section 8 Company has to file BEN-2 within thirty days of receipt of BEN-1 from the shareholder.
8Notice of AGMSection 101 and Secretarial Standard IIDirectors need to prepare every notice of Annual General Meeting as per Section 101
9Sending of Notice of AGMSection 101 and Secretarial StandardNotice of AGM has to be sent to all the Directors, Auditors, Members and Debenture Trustees
10Director’s ReportSection 134Director’s Report has to be filed in Form AOC-4.
11Circulation of Financial Statements and other relevant documentsSection 136Send approved financial statement, director’s report and Auditor’s Report to all members at least 14 days prior to the Annual General Meeting. In case of shorter notice of calling AGM, then the above documents needs to be circulated at such shorter duration.
12Board MeetingsSection 173 and Secretarial Standard IA Minimum number of two board meetings needs to be held every year.
13Annual Form DIR-3 KYCRule 12AAll Director has to file this form on or before 30th September of every financial year
14Half Yearly Return MSME-1Section 405Directors has to file this form in every half year. It deals with outstanding payments to MSME Vendors. Due date is as follows: For period April to September : 30th OctoberFor period October to March : 30th April
15Form DIR-8Section 164(2) and 143(3)(g)All director’s needs to disclose any non-disqualification by filing this form
16Form MBP-1Section 184(1)Director has to compulsorily disclose his interest in first board meeting of the company in each financial year. In case of any change in interest of director, a fresh MBP-1 needs to be submitted

One-Time/Event Based Compliances for Section 8 Company

Event Based Compliances, as the name suggests are one time compliances and needs to be filed on the occurrence of the particular event. These are not needed to be filed periodically and are generally non-repetitive. Following is the list of Event Based Compliances for Section 8 Company:

S.No.Event Based Compliance
1Appointment, Reappointment or Removal of Directors, Auditors and Key Managerial Personnel
2Transfer of Shares
3Receipt of Share Application Money
4Allotment of Shares
5Change in the Company’s name
6Any alteration in the Memorandum of Association
7Registered Office Change
8Any relevant changes in Company’s policies
9Execution of Agreement with Related Parties

Due Dates for Section 8 Company Compliances

To avoid penalties and fines, a Section 8 Company must file its Compliances on time. Note down the relevant due dates for filing of compliances of Section 8 Company:

ComplianceDue DateForm No
Annual General Meeting30th September of every financial yearMGT-15
Director’s ReportWithin 30 days from Annual General MeetingAOC-4
Annual ReturnsWithin 60 days from Annual General MeetingMGT-7
Income Tax Returns30th September of every financial yearITR-6

Register your Section-8 Company ₹ 12,000/- only (Inclusive of all fees)

Benefits of Filing Compliances by Section 8 Companies

  • A Section 8 Company can avoid penalties and fines
  • A Company which files compliance and disclose details regatding its financial information is considered as genuine and trustful.
  • The operations of company seems more transparent revealing the actual situation and financial health of the company
  • A Company following the compliances can easily avail financial aid as and when required due to its credibility.

Final Words

To avoid facing any penalties imposed by the government, it is highly recommended that a Section 8 Company must follow all annual and event based compliances. Ministry of Corporate Affairs has provided very strict norms and punishments for companies in case of any non-complaince.

In case you have any doubt or query related to annual compliances of Section 8 Company, you can reach us or can drop a email at admin@legalwindow.in

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CA Pulkit Goyal, is a fellow member of the Institute of Chartered Accountants of India (ICAI) having 10 years of experience in the profession of Chartered Accountancy and thorough understanding of the corporate as well as non-corporate entities taxation system. His core area of practice is foreign company taxation which has given him an edge in analytical thinking & executing assignments with a unique perspective. He has worked as a consultant with professionally managed corporates. He has experience of writing in different areas and keep at pace with the latest changes and analyze the different implications of various provisions of the act.

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