Applicability of Limits under Companies Act, 2013

S. No.

Reference

Particulars

Provisions

Applicability

Small

Private

Public

Listed

1

Section 2(40)

Preparation  of Cash Flow Statement

All Companies except:

a. One Person Company;

b. Small Company;

c. Dormant Company;

d. Private Company if such private company is a start-up.

NO

YES

YES

YES

2

SECTION 92

Certification of Annual Return by a Company Secretary in Practice (MGT-8)

a. Listed Companies;

b. Every Company having;
i. Paid-up share capital of Rs.10 crore or more;
OR
ii. Turnover of Rs.50 crore or more,

NO

YES

YES

YES

3

Section 108 read with Rule 20(2) of Companies (Management and Admi-nistration) Rules, 2014

Voting by Electronic means

Every Company;

a. Whose Equity Shares are listed on a recognized stock exchange and;

b. Having 1000 or more members.

Exception:

a. An enterprise or institutional investor referred to in Chapter XB or Chapter XC of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009;

OR

b. Nidhi Company.

NO

NO

YES

YES

4

Section 120 read with Rule 27(1) of the Companies (Management and Admin-istration) Rules, 2014

Maintenance of records in electronic form [Not mandatory]

a. Listed Companies;

b. Company having 1000 or more shareholders or debenture holders or other security holders.

NO

NO

YES

YES

5

Section 133 read with Rule 4(1) of Companies (Indian Accounting Standards) Rules, 2015

Mandatory requirement to comply with Indian Accounting Standards

1. Listed entities including companies in process of listing

2. Unlisted Companies NW equals to or more than 250 crore 3. Banks

4. NBFC (Listed)

5. NBFC (Unlisted) NW equals to or more than 250 crore.

6. Insurance Companies

NO

YES

YES

YES

6

Section 134 read with Rule 8(4) of the Companies (Accounts) Rules, 2014

Disclosure in Board’s Report for manner of formal annual evaluation of Board of Directors, its Committees and of individual Directors

1. Listed Companies;

2. Public Companies having paid up share capital of Rs. 25 crore or more at the end of preceding financial year.Not applicable:

§ Government companies are exempted in case the Directors are evaluated by the Ministry or Department of the Central Government which is admini-stratively in charge of the company, or as the case may be, the State Government, as per own evaluation methodology.

NO

NO

YES

YES

7

Section 135(1) read with Rule 3 of the Companies (Corporate Social Responsibility Policy) Rules, 2104

Companies (Corporate Social Respon-sibility

Company having;

1. Net worth of Rs.500 crore or more;OR

2. Turnover of Rs.1000 crore or more;

OR

3. Net profit of Rs.5 crore or more during the immediately preceding financial year.

YES

YES

YES

YES

8

Section 136 read with Rule 11 of Companies (Accounts) Rules, 2014

Circulation of Financial statement in electronic to shareholders holding shares on Demat form or who have consented in writing or otherwise by any other mode (not mandatory)

1. Listed companies;

2. Public companies with

a. Net worth of Rs.1 crore or more;

OR

b. Turnover of Rs.10 crore or more

NO

NO

YES

YES

9

Section 137 read with Rule 3 of the Companies (filing of documents and Forms in Extensible Business Reporting Language) Rules, 2015

Filing through XBRL mode

1. All companies which are listed with any Stock Exchange(s) in India and their Indian subsidiaries;

2. All companies having paid-up share capital of Rs.5 crore or more;

3. All companies having turnover or Rs.100 crore or more

4. All companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015

Not applicable on:

Housing Finance Companies;

Companies engaged in the business of banking or insurance sector.

NO

YES

YES

YES

10

Section 138 read with Rule 13(1) of Companies (Accounts) Rules 2014

Appointment of Internal Auditor

1. Listed Companies;

2. Every unlisted public company:

a. Paid up share capital of Rs.50 crore or more;

OR

b. Turnover of Rs.200 crore or more

OR

c. Outstanding loans or borrowing from banks or PFI exceeding Rs.100 crore;

OR

d. Outstanding deposit of Rs.25 crore or more

3. Every Private Company having:

a. Turnover of Rs.200 crore or more;

OR

b. Outstanding loans or borrowing from banks or PFI exceeding Rs.100 crore;

Exemption:

1. Specified IFSC Public Company;

2. Specified IFSC Private Company

Subject to the condition that it is prescribed in the Articles of Association of Company.

NO

NO

YES

YES

11

Section 139 read with Rule 5 of the Companies (Audit and Auditors) Rules, 2014

Rotation of Auditor

a. Listed Companies;

b. All unlisted public companies having paid up share capital of Rs.10 crore or more;

c. All private limited company having paid up share capital of Rs.50 crore or more;

d. All companies having paid up share capital of below threshold limit as mentioned in (2) & (3) above, but having public borrowings from banks, financial institutions or public deposits of Rs.50 crore or more.

Not applicable on:

a. One Person Company;

b. Small Company;

c. Specified IFSC Public Company;

d. Specified IFSC Private Company.

NO

YES

YES

YES

12

Section 143 read with Rule 1(2) of Companies (Auditor’s Report) Order, 2020

Companies (Auditor’s Report) Order, 2020

1. Every company including a foreign company except;

a. Banking Company;

b. Insurance Company;

c. Section 8 company;

d. One Person Company;

e. Small Company;

f. Private Limited Company, not being a subsidiary or holding company of a public company, having

i. paid up capital and reserves and surplus not more than Rs. 1 crore as on the balance sheet date;

AND

ii. which does not have total borrowings exceeding Rs. 1 crore fromany bank or financial institution at any point of time during the financial year;

AND

iii. which does not have a total revenue as disclosed in Scheduled III to the Companies Act (including revenue from discontinuing operations) exceeding Rs.10 crore during the financial year as per the financial statements.

NO

YES

YES

YES

13

Section 143(3)

Reporting of Internal Financial Control in Auditors Report

All companies except private companies which is;

a. One Person Company;

b. Small Company;

c. Having turnover of less than Rs.50 crore as per the latest financial statement & aggregate borrowings from banks or financial institutions or any body corporate at any point of time during the financial year less than Rs.25 crore.

NO

YES

YES

YES

14

Section 148 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014

Maintenance of Cost Records

Companies falling under list of regulated and non-regulated sectors as per Rule 3of the Companies (Cost Records and Audit) Rules, 2014 having an overall turnover from all its products & services during the immediately preceding financial year Rs.35 crore or more.

Not applicable on:a. Foreign companies having only liaison offices falling under category 33 of Non-regulated list;

b. Companies classified as Micro or Small enterprise as per MSME Act, 2006

No

YES

YES

YES

15

Section 148 read with Rule 4 of the of the Companies (Cost Records and Audit) Rules, 2014

Appointment of cost auditor

1. Companies falling under list of regulated and regulated sectors as per Rule 3of the Companies (Cost Records and Audit) Rules, 2014 having;

a. Overall annual turnover from all its products & services during the preceding financial year Rs.50 crore or more;AND

b. Aggregate turnover of the Individual products or services during the preceding financial year Rs.25 crore or more.

2. Companies falling under list of regulated and regulated sectors as per Rule 3of the Companies (Cost Records and Audit) Rules, 2014 having;

a. Overall annual turnover from all its products & services during the preceding financial year Rs.100 crore or more;

AND

b. Aggregate turnover of the Individual products or services during the preceding financial year Rs.35 crore or more.

Not applicable on:

1. Companies whose revenue from exports, in foreign exchange 75% of its total revenue;

OR

2. Company which is operating from Special Economic Zone;

3. Companies which is engaged in generation of electricity for captive consumption through Captive Generating Plan.

No

YES

YES

YES

16

Section 149 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014

Appointment of Independent Director

1. Listed Companies;

2. Unlisted public companies having;

a. Paid up share capital of Rs.10 crore or more;

OR

b. Turnover of Rs.100 crore or more;

OR

c. Aggregate outstanding loans, debentures and deposits of Rs.50 crore or more

Not applicable on following unlisted public companies;

a. Joint venture;

b. Wholly owned subsidiary;

c. Dormant company.

NO

NO

YES

YES

17

Section 149 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014

Appointment of women director

1. Listed companies;

2. Public companies having;

a. Paid up capital of Rs.100 crore or more;

OR

b. Turnover of Rs.300 crore or more.

NO

NO

YES

YES

18

Section 177 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rule, 2014

Audit Committee

1. Listed Companies;

2. Unlisted public companies having;

a. Paid up share capital of Rs.10 crore or more;

OR

b. Turnover of Rs.100 crore or more;

OR

c. In aggregate, outstanding loans, debentures and deposits, exceeding Rs.50 croreNot applicable on following;

I. Unlisted public companies;

a. Joint Venture;

b. Wholly owned subsidiary;

c. Dormant Company;

II. Specified IFSC Public Companies

NO

NO

YES

YES

19

Section 177 read with Rule 7(1) of the Companies (Meeting of Board and its Powers) Rule, 2014

Vigil Mechanism

1. Listed Companies;

2. Unlisted companies which;

a. Accepts deposits from public;

OR

b. Have borrowed money from banks and PFI exceeding Rs.50 crore.

Not applicable on:

a. Specified IFSC Public Companies.

NO

YES

YES

YES

20

Section 178 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rule, 2014

Nomination and Remuneration Committee

1. Listed Companies;

2. Unlisted Public Companies having;

a. Paid up share capital of Rs.10 crore or more;

OR

b. Turnover of Rs.100 crore or more;

OR

c. In aggregate, outstanding loans, debentures and deposits, exceeding Rs.50 crore.Not applicable on:

1. Following unlisted public companies;

a. Joint Venture;

b. Wholly owned subsidiary;

c. Dormant Company.

2. Section 8 Company;

3. Government Companies;

4. Specified IFSC Public Companies

NO

NO

YES

YES

21

Section 178(5)

Stakeholder Relationship Committee

A public company having more than 1000 shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year.

Not applicable on:

a. Section 8 Company;

b. Specified IFSC Public Companies.

NO

NO

YES

YES

23

Section 203 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Appointment of Key Managerial Personnel

1. Listed Companies;

2. Public company having paid up capital of more than or equal to Rs.10 crore.

NO

NO

YES

YES

24

Section 203 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Appointment of whole time Company Secretary

Every private company having a paid up share capital of Rs.10 crore or more other

NO

YES

YES

YES

25

Section 204 read with Rule 9(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Appointment of Secretarial Auditor

1. Every public company having a paid-up share capital of Rs.50 crore or more;

OR

2. Every public company having a turnover of Rs.250 crore rupees or more;

OR

3. Every  company having outstanding loans or borrowings from banks or public financial institutions of Rs.100 crore or more.

NO

YES (If borrowing exceed 100 crore

YES

YES