Article explains Limit Chart under various Provisions of Companies Act 2013 read with rules and under SEBI regulations related to Women Director, Resident Director, Independent Director, Women Independent Director, Audit Committee, Stakeholder Relationship Committee, Nomination Remuneration Committee, Vigil Mechanism, Sexual Harassment Policy, Internal Compliant Committee, Risk Management Policy, Risk Management Committee (exempted to SME), CSR, XBRL, Cash Flow Statement, Internal Auditor, Secretarial Audit, Secretarial Compliance Report, KMP, Company Secretary, Annual Return Certification by PCS, Rotation of Auditor, Term Period of Auditor and CARO.

Particular Eligibility Criteria Applicable Section
Women Director The following class of companies shall appoint at least one woman director-

(i) every listed company;

(ii) every other public company having –

(a) paid–up share capital of one hundred crore rupees or more; or

(b) turnover of three hundred crore rupees or more:

149 of Companies Act, 2013
Resident Director Every Company 149 of Companies Act, 2013
Independent Director 1) Listed Company

2) the Public Companies having paid up share capital of ten crore rupees or more; or

3) the Public Companies having turnover of one hundred crore rupees or more; or

4) the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees

149 of Companies Act, 2013
Women Independent Director the Board of directors of the top 500 listed entities shall have at least one independent woman director by April 1, 2019 and the Board of directors of the top 1000 listed entities shall have at least one independent woman director by April 1, 2020; LODR Regulation 17
Audit Committee 1)  every listed public company.

2) the Public Companies having paid up share capital of ten crore rupees or more; or

3) the Public Companies having turnover of one hundred crore rupees or more; or

4) the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees.

Section 177 of Companies Act, 2013
Stakeholder Relationship Committee The Board of Directors of a company which consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non-executive director and such other members as may be decided by the Board. Section 178 of Companies Act, 2013
Nomination Remuneration Committee 1)  every listed public company.

2) the Public Companies having paid up share capital of ten crore rupees or more; or

3) the Public Companies having turnover of one hundred crore rupees or more; or

4) the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees.

Section 178 of Companies Act, 2013
Vigil Mechanism 1) Listed Company

2) the Companies which accept deposits from the public;

3) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.

Rule 7 to Appointment & Qualification of Directors of COMPANIES ACT, 2013
Sexual Harassment Policy The POSH Act applies to both the organized and unorganized sectors in India. It inter alia, applies to government bodies, private and public sector organizations, non-governmental organizations, organizations carrying out commercial, vocational, educational, entertainment, industrial, financial activities, hospitals and nursing homes, educational institutes, sports institutions and stadiums used for training individuals and also applies to a dwelling place or a house.
Internal Compliant Committee Organisation covered under POSH Act

The POSH Act requires an employer to set up an ‘internal committee’ (“IC”) at each office or branch, of an organization employing 10 or more employees, to hear and redress grievances pertaining to sexual harassment.

Risk Management Policy There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include—

(n) a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;

Section 134 Companies Act, 2013
Risk Management Committee (exempted to SME) All Listed Company Regulation 21 of LODR
CSR Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during 3[the immediately preceding financial year] shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. Section 135 of Companies Act, 2013
XBRL a) Listed

b) Subsidiaries of any Company Listed

c) All companies having paid up Capital of Rs. 5 Crore and above.

d) All companies having Turnover of Rupees 100 Crore (one hundred crore) above.

Exemption

a) Banking Companies

b) Insurance Companies

c) Power Companies

d) Non-Banking Financial Companies

e) Housing; Finance Companies

Circulator to MCA
Cash Flow Statement All companies except  One Person Company, small company and dormant company Section 2(40) of Companies Act, 2013
Internal Auditor (a) every listed company;

(b) every unlisted public company having-

(i) paid up share capital of 50 crore rupees or more during the preceding financial year; or

(ii) turnover of 200 crore rupees or more during the preceding financial year; or

(iii) outstanding loans or borrowings from banks or public financial institutions exceeding 100 crore rupees or more at any point of time during the preceding financial year; or

(iv) outstanding deposits of 25 crore rupees or more at any point of time during the preceding financial year; and

(c) every private company having-

(i) turnover of 200 crore rupees or more during the preceding financial year; or

(ii) outstanding loans or borrowings from banks or public financial institutions exceeding 100 crore rupees or more at any point of time during the preceding financial year:

Provided that an existing company covered under any of the above criteria shall comply with the requirements of section 138 and this rule within six months of commencement of such section.

Exception:

a) One Person Company

b)Small company

c) Dormant company-

Section 138 of Companies Act, 2013
Secretarial Audit Listed Company

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

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

Section 204 of Companies Act, 2013
Secretarial Compliance Report 1) Listed Companies circular CIR/CFD/CMD1/27/2019 date 08th February, 2019
KMP

 

All listed companies and

Other public companies with a paid-up share capital of Rs. 10 crores or more more

Section 203 of Companies Act, 2013
Company Secretary All listed companies and

All Companies with paid up share capital of 5 crores & above

Other public companies with a paid-up share capital of Rs. 10 crores or more

more

Section 203 of Companies Act, 2013
Annual Return Certification by PCS The annual return, filed by a listed company or a company having paid-up share capital of 10 crore rupees or more or turnover of 50 crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8. Section 92 of Companies Act, 2013
Rotation of Auditor All Companies Section 139 of Companies Act, 2013
Term Period of Auditor 1) A listed company or

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

3)  All private limited companies having paid up share capital of Rs. 50 crore or more;

4) All companies having paid up share capital of below threshold limit mentioned in 2 and 3 above, but having public borrowings from financial institutions, banks or public deposits of Rs. 50 crores or more

Section 139 of Companies Act, 2013
CARO 1. All companies listed with any Stock Exchange(s) in India.

2. All Public Limited Companies.

3. Private Limited Company if fulfill any of below mentioned condition:

  • Its paid up capital and reserves exceed Rs.50 lacs;
  • Its turnover exceed Rs.5 Crores;
  • Its outstanding loan from any bank or financial institution exceeds Rs.25 lacs.

Companies Exempt from CARO requirements:

a. A banking company

b. An insurance company

c. A company registered u/s.25 of the Act.

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