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Article explains Threshold limits for applicability of 15 provisions of Companies Act, 2013 related to Key Managerial Personnel, Appointment of Company Secretary, Independent Directors, Woman Director, Meeting of Independent Director, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Statement indicating the manner  of Annual evaluation of its own performance by the Board and that of its committees & individual Directors in Board’s report, etc, Establishment of Vigil Mechanism, Risk Management Policy, Secretarial Audit, Stakeholders Relationship Committee, Internal Auditor, XBRL and Small Company.

Threshold limits for applicability of provisions of Companies Act, 2013

Sr. No. Particulars Section Applicability Threshold
1. Key Managerial Personnel Section 203 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Listed/Public Company   i.   All Listed Companies

ii.   Public Company:

  • Paid Up Capital = ₹ 10 crores or more
2. Appointment of Company Secretary Section 203 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

 

Private Company Every private company which has a paid up share capital of ₹ 10 crore rupees or more shall have a whole -time company secretary
2 Independent Directors Section 149 read with Rule 4 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 Listed/PublicCompany i. Listed Company

ii. Public Company having:

  • Paid Up Capital = ₹ 10 crores or more;

OR

  • Turnover = ₹ 100 crores or more;

OR

  • Outstanding Loans + Debentures + Deposits > ₹ 50 crores. (as on the last date of latest audited Financial Statements)

 

3 Woman Director Section 149(1) read with  Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 Listed/Public Company   i.   Listed Company

ii.   Public Company having:

  • Paid up Capital = ₹ 100 crores or more;

OR

  • Turnover = ₹ 300 crores or more
    (as on the last date of latest audited Financial Statements)

 

4 Meeting of Independent Director Sec 149 read with Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014

 

Listed/Public Company   i.   Listed Company

ii.   Public Company having:

  • Paid up Capital – ₹ 10 crore or more
  • Turnover – ₹ 100 crore or more
  • Outstanding Loans/Deposits not exceeding ₹ 50 crore (as on the last date of latest audited Financial Statements)
5 Audit Committee Section 177 read with Rule 6 of Companies  (Meetings of Board and its Powers) Rules, 2014

 

Listed/Public Company
6 Nomination and Remuneration Committee Section 178 read with Rule 6 of Companies  (Meetings of Board and its Powers) Rules, 2014

 

Listed/Public Company
7 Corporate Social Responsibility Committee Section 135 read with Rule 3 of Companies (Corporate Social Responsibility Policy) Rules, 2014 All Companies Every Company having:

  • Net worth = Rs. 500 crore or more; or
  • Turnover = Rs. 1000 cr or more; or
  • Net Profit = Rs. 5 crore or more; (during immediately preceding financial year)
8 Statement indicating the manner  of Annual evaluation of its own performance by the Board and that of its committes & individual Directors in Board’s report, etc

 

Section 134(3) read with Rule 8(4) of Companies (Accounts) Rules, 2014 Listed/Public Company i. Listed Company

ii. Public Company having:

  • Paid up Capital = ₹ 25 crores or more (calculated at the end of the preceeding FY)
9 Establishment of Vigil Mechanism Section 177 read with Rule 7 of Companies (Meeting of Board and its Powers) Rules, 2014 All Companies i. Listed Companies the Companies which accept deposits from the public;

ii. he Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.

10 Risk Management Policy Section 134(n ) Applicable on all Companies Applicable on all Companies
11 Secretarial Audit Section 204 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

 

 

Listed/Public Company  i. Every Listed Company

ii. Public Company:

  • Paid-up Capital- ₹ 50 crore or more
  • Turnover – ₹ 250 crore or more

“Turnover” means the aggregate value of the realisation of amount made from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year. [Section 2(91)]

12 Stakeholders Relationship Committee 178(5) of the Companies Act, 2013 All Companies Every Company having more than 1000 security holders.
13 Internal Auditor Section 138 read with  Rule 13 (1) of Companies (Accounts) Rules, 2014

 

 

All Companies 1. Every Listed Company

2. Unlisted Public Company:

  • Paid-up Capital – Rs. 50 Cr or more
  • Turnover – Rs. 200 Cr or more
  • Outstanding Loans and Borrowings– exceeding Rs.100 Cr
  • Outstanding Deposits – Rs. 25 Cr or more

3. Private Company:

  • Turnover – Rs. 200 Cr or more
  • Outstanding Loans or Borrowings from Bank/PFIs at any time during the PFY – exceeding ₹ 100 crore

 

14 XBRL Section 137 read with Rule 3 of Companies (Accounts) Rules, 2014 i. Listed & its Indian Subsidiaries

ii. All Companies

i. Every Listed Company

ii. Paid up Capital- ₹ 5 crore or more

iii. Turnover – ₹100 Cr or more

iv.   Financial Statements as per Ind AS Rules

15 Small Company Sec 2(85) of the Companies Act, 2013 Private Companies i.   Private Company

  • Paid-up Capital  – Upto Rs.2 crore
  • Turnover – Upto Rs.20 crore

 

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