Applicability of Provision under Companies Act, 2013 Based On Limit related to XBRL, CARO, Cash Flow Statement, Internal Auditor, Certification of Annual Return by a Company Secretary in practice, Signing of Annual Return by a Company , Secretarial Audit, Independent Director, Managing Director/ Whole Time Director, Key Managerial Personnel, Auditors Committee, Vigil Mechanism, Related Party Transactions, Corporate Social Responsibility Committee and Appointment & reappointment of Auditor.
| Sr. No. | Provision under Companies Act, 2013 | Applicability of Provision | Non-Applicability of provision |
| 1 | XBRL[1] (General Circular No. 16/2012 Dated: 06.07.2014.) | a) All companies LISTED with any Stock Exchange(s) in India. b) Subsidiaries of any Company Listed with any Stock Exchange(s) in India. c) All companies having paid up Share Capital of Rs. 5 Crore (five crore) and above. d) All companies having Turnover of Rupees 100 Crore (one hundred crore) and above. Once XBRL applicable then will continue forever irrespective of falling in above limits or not. | a) Banking Companies b) Insurance Companies c) Power Companies d) Non-Banking Financial Companies e) [2]Housing; Finance Companies |
| 2 | CARO (As per MCA order dated 29th March 2016) S.O. 1228(E).] | It shall apply to Every Company Including A Foreign Company as defined in clause (42) of Section 2 of the Companies Act, 2013 except some companies. | • A Banking Company • An Insurance Company as defined under the • A Company Licensed to operate under Section 8 of the Companies Act; • A One Person Company • A Small Company • A Private Limited Company with; – Not being a subsidiary or holding of public Company – A Paid Up Capital and Reserves not more than Rs. 1 crore and – which does not have loan outstanding exceeding Rs. 1 crore from any bank or Financial Institution at any point of time during the financial year – and which does not have a total revenue as disclosed in Scheduled III to CA 2013 (including revenue from discontinuing – operations) exceeding Rs 10 crores during the FY as per the financial statements. |
| 3 | Cash Flow Statement As per sub-section 40 of section 2 of Companies Act,2013 | As per Definition of Section 2(40) All Companies Except Given In Next Column required to prepare the Cash Flow Statement. | a) One Person Company c) Dormant company- d) private company (if such private company is a start-up) |
| 4 | Internal Auditor As per Provisions of Section 138 of Companies Act, 2013 read with sub rule 1 of Rule 13 Chapter IX, Companies (Accounts) Rules, 2014. | a) All Listed Companies b) Every unlisted PUBLIC company having:
c) Every Private Company having;
| Every Public Company having: • Paid up share Capital below Rs. 50 Crore |
| 5 | Certification of Annual Return by a Company Secretary in practice. As per Provisions of Section 92 of Companies Act, 2013 read with sub rule 2 of Rule 11 Chapter VII, Companies (Management and Administration) Rules, 2014. | a) All LISTED Companies b) Every Company having; • Paid-Up share capital of 10 Crore (Ten Crore) rupees or more or • Turnover of 50 Crore (fifty Crore) rupees or more | |
| 6 | Signing of Annual Return by a Company Secretary in practice.
| a) All LISTED Companies b) All PUBLIC Companies c) Private Limited Company having: • Paid up share Capital Exceeding 50 lac; or • Turnover exceeding 2 Crore | a) One Person Company b) Small company c) private company (if such private company is a start-up) (These are the companies exempted from signing of Annual Return by Company Secretary.) |
| 7 | Companies which shall appoint Company Secretary As per Provisions of Section 203 of Companies Act, 2013 read with Rule 8A Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. | a) All LISTED Companies b) Every other company having a paid-up share capital of Rs. 5 Crore (Five crore rupees) or more: | |
| 8 | Secretarial Audit As per Provisions of sub section ‘1’ of Section 204 of Companies Act, 2013: | a) All Listed Companies b) Every Public Company having; • Paid-Up Share Capital of Rs. 50 Crore (fifty crore rupees) or more; or • Every Public Company having a Turnover of Rs. 250 Crore (two hundred fifty crore rupees) or more | |
| 9 | Independent Director As per Provisions of Section 204 of Companies Act, 2013 read with Rule 4 Chapter XI, Companies (Appointment and Qualification of Directors) Rules, 2014: | a) All Listed Companies b) The Public Companies having Paid Up Share capital of Rs. 10 Crore (ten crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR) c) The Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR) d) The Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees) Exemptions: Unlisted public company which is a Joint Venture, WOS or Dormant will not be required to appoint Independent Director. | |
| 10 | Managing Director/ Whole Time Director As per Provisions of Section 203 of Companies Act, 2013 read with Rule 8 Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: | a) All Listed Companies b) Every Public Company having a Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more. c) Companies which do not fall in above limits can also appoint MD and WTD by following the procedure given under Section 196 of Companies Act, 2013. | |
| 11 | Key Managerial Personnel
| a) All Listed Companies b) Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Five crore rupees) or more. c) *Every Private Limited Company having Paid-Up Share Capital of Rs. 5 Crore (five crore rupees) or more required to appoint Company Secretary and designate as Key Managerial Personnel. | |
| 12 | Auditors Committee
| a) All Listed Companies b) Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more. c) The Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR) d) The Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees) | |
| 13 | Nomination Committee As per Provisions of Section 177 of Companies Act, 2013 read with Rule 6 Chapter XII, Companies (Meetings of Board and its Powers) Rules, 2014: | a) All Listed Companies b) Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Ten Crore rupees) or more. c) The Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR) d) The Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees): | |
| 14 | Women Director As per Provisions of Section 149 of Companies Act, 2013 read with Rule 3 Chapter XI, Companies (Appointment and Qualification of Directors) Rules, 2014: | a) All Listed Companies b) Every Public Company having a Paid-Up Share Capital of Rs. 100 Crore (One Hundred crore rupees) or more; or c) Every Public Company having a Turnover of Rs. 300 Crore (Three Hundred Crore rupees) or more | |
| 15 | Vigil Mechanism As per Provisions of Section 177 of Companies Act, 2013 read with Rule 7 Chapter XII, Companies (Meetings of Board and its Powers) Rules, 2014: | a) All Listed Companies b) The Company which accept deposits from the public; c) The companies which have borrowed money from banks and public financial institutions in excess of Rs. 50 crore (Rupees Fifty Crore only) | |
| 16 | Related Party Transactions As per Provisions of Section: 188 of Companies Act, 2013 read with Rule -3, of Chapter Xii Companies (Meetings Of Board And Its Power) Second Amendment Rules, 2014: | Applicable on all except transactions on arm length and in ordinary course | a) transactions on arm length and b) ordinary course |
| 17 | Corporate Social Responsibility Committee As per Provisions of Section 135 of Companies Act, 2013 read with Rule 3 Chapter XI, Companies (Appointment and Qualification of Directors) Rules, 2014: | a) Every company having net worth of rupees 500 Crore (five hundred crore) or more; b) Every company having turnover of rupees 1000 crore (one thousand crore) or more; c) Every company having net profit of rupees 5 crore (five Crore) or more; During immediate preceding financial year. | |
| 18 | Appointment & reappointment of Auditor : Companies shall not appoint or re-appoint: An individual as auditor for more than one term of five consecutive years; and As per Provisions of Section 139 of Companies Act, 2013 read with Rule 5 Chapter X, Companies (Audit and Auditors) Rules, 2014 | a) All Listed Companies b) Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more. c) Every Private Limited Company having Paid-Up Share Capital of Rs. 20 Crore (Twenty crore rupees) or more. d) All Companies having public borrowings from Financial Institutions, banks or public deposits of Rs. 50 Crore (Rupees Fifty Crore only) or more. | |
[1] http://mca.gov.in/XBRL/FY2015.html
[2] F.No.1/19/2013-CL-V dated 4th April 2016 issued by MCA.
(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)
(Republished with amendments on 30.08.2019)
Author Bio
Does paid up capital include preference share capital?
sir,
private limited company having turnover rs. 26 crore and secured loan from bank rs. 1.48 crore and reserve and surplus 1.10 crore is manadatory to CS certification in Annual Return in form MGT-7
Hi Divesh
Can you share this article with updated facts (if any change therein) as on 01.01.2020
Please clarify whether for a public company Company Secretary to be appointed if paid up capital is >5 cr or >10 cr.
Thanks for the article.
But their is a small confusion regarding the appointment of company secretary ( w.r.t point 7 in the article)
As per the rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. It said that “Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel.”
But in the article it is mentioned that the appointment of CS is mandatory for Other than Listed companies if capital is 5 crore or more.
If it is a Public company with paid up capital of 6 crore whether it is mandatory to appoint CS or not.
Please guide on this matter.
Cost Auditor is missing
For Appointment & reappointment of Auditor : limit of paid up capital has been increased to 50 Cr. Please update.
Sl. No.18- Provisions for Appointment of auditors by rotation by private companies – applicable if it has paid up capital of Rs. 50 crores or more ( Rs.20 crores limit has been amended in 2017)
ping your no divesh
All information you brought together at one place with such an ease, really very helpful. Thank you
Thanks….
But now cash flow is mandatory for every pvt ltd co, except one person co. And dormany co.
Thanks Divesh.. Thats very helpful
Very Good, Its really useful information
CS Divesh Goyal, God bless you and wish you new heights in the profession for elaborating the subject in a very simple way. You are providing us very useful and informative article which helps us in discharging the professional assignment.
Thanks you.
very nice article Divesh
Very good article.
I was about to make this article for my reference in the similar way what it is and i thank you very much for sharing this information. Keep going…. More you educate more you learn….#Hatsoff for the contributions Mr.Divesh Goyal.#Way2go
Good brief. Thanks
wow. Very informative. Great job, Divesh.
very nice and helpful article thanks
very good and helpful
It is mandatory for Private ltd. co having Paid-Up Share Capital of Rs. 5 Crore or more required to appoint CS but it is not mandatory for private ltd. co to designate such CS as KMP.
It is nowhere provided.