Companies Act 2013 stipulates various compliances which every company incorporated under the provisions of the Act are required to adhered to. There are some compliances whose applicability depends on the type of Company, paid up capital, turnover etc. Below is given a gist of all such compliances.

Companies Act, 2013

Annual Return Certification
  • Sec 92
  • Format MGT 8
The Annual return of the following companies shall be certified by a PCS:

A. Every Listed Company; or

B. Every Company with a

i. paid up capital of Rs. 10 Crores or more; or

ii. Turnover of Rs. 50 Crores or more.

Constitution of Corporate Social Responsibility Committee Composition: 3 or more Directors with at least 1 Independent Director However, if a Co is not required to appoint ID, CSR Committee shall consist of 2 or more Directors
  • Sec 135
  • Rule 5 of the Companies (Corporate Social Responsibility) Rules 2014
Every Company with a

i. Net worth of Rs. 500 Crores or more; or

ii. Turnover of Rs.1000 Crores or more; or

iii. Net Profit of Rs. 5 Crores or more.

Filing of Accounts in XBRL Mode
  • Sec 137
  • Rule 12 of the Companies (Accounts)
    Rules 2014
  • Rule 3 of Companies (filing of documents and Forms in XBRL) Rules
    2015
The following classes of companies shall file their Financial Statements with ROC in XBRL

i. Listed Companies and their Indian subsidiaries; or

ii. companies having paid up capital of Rs. 5 Crores or above; or

iii. companies having turnover of Rs.100 Crores or above; or

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

Appointment of Internal Auditor

 

A. Every Listed Co

B. Every Unlisted Co with

i. Paid up capital of Rs. 50 Crores or more during the preceding FY; or

ii. Turnover of Rs.200 Crores or more during the preceding FY; or

iii. Outstanding Loans or borrowings from banks or PFI exceeding Rs. 100 Crores or more at any point of time during the preceding FY; or

iv. Outstanding deposits of Rs. 25 Crores or more at any point of time during the preceding FY

C. Every Private Co with

i. Turnover of Rs. 200 Crores or more during the preceding FY; or

ii. Outstanding loans and borrowings from banks or PFI exceeding Rs. 100 Crores or more at any point of time during the preceding FY

Rotation of Statutory Auditors
  • Sec 139
  • Rule 5 of the Companies (Audit and Auditors) rules, 2014
The classes of companies as given herein below shall not appoint or re-appoint—

A. an individual as auditor for more than one term of 5 consecutive
years; and

B. an audit firm as auditor for more than 2 terms of 5 consecutive years

i. Every Listed Company

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

iii. All private limited companies having paid up share capital of RS.50 Crores or more;

iv. All companies having paid up share capital of below
threshold limit mentioned in (i) and (ii) above, but having public borrowings from financial institutions, banks or public deposits of Rs.50 Crores or more.

Cooling period: 5years from the completion of the term

The Companies (Auditor’s Report) Order (CARO) All companies except the following:

A. A banking co;

B. An insurance Co;

C. A section 8 Co;

D. One-person co;

E. Small co;

F. Private limited

i. which is not a holding or a subsidiary Co of a public co; or

ii. whose paid-up capital and reserves and surplus are not more than Rs. 1 Crore as on balance sheet date; or

iii. which does not have total borrowings exceeding Rs. 1 Crore from any bank or financial institution at any point of time during the financial year; or

iv. which does not have a total revenue of Rs. 10 Crores during the FY

Cost Audit

 

 

 

  • Sec 148
  • Rule 3 of the Companies (Cost Records and Audit) Rules, 2014
Companies who are required to keep Cost Records, undergo a Cost Audit, and submit Cost Audit Report, in two separate sections defined by

1. Table A, which covers regulated sectors dealing with specified goods/services and

i. Overall annual total turnover from all products/services is Rs. 50 Crore or more.

ii. Aggregate turnover from the individual product/service is Rs. 25 Crore or more.

1. Table B which covers non regulated sectors dealing with specified goods/services and

i. Overall annual total turnover from all products/services is Rs.100 Crore or more.

ii. Aggregate turnover from the individual product/service is Rs.35 Crore or more.

 However, companies covered by above rules are exempted from conducting a cost record audit if any of the following situations arise:

1. The company’s export revenue in foreign exchange exceeds 75% of total revenue

2. Company operates from a Special Economic Zone (SEZ)

3. Company is engaged in production of electricity through Captive Generating Plant

Appointment of Independent Director A. Every Listed Co shall have at least 1/3rd of the total Directors as Independent.

B. Every Public Company shall have two Independent Directors for the following classes:

i. Paid up capital of more than Rs. 10 Crores or more; or

ii. Turnover of Rs. 100 Crores or more; or

iii. Aggregate outstanding loans, debentures, deposits, exceeding Rs. 50 Crores.

Appointment of Woman Director
  • Sec 149
  • Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014
A. Every listed company; B. Every other public company having –

i. paid–up share capital of Rs.100 Crores or more; or ii. turnover of Rs.300 Crores or more

Constitution of Audit Committee Composition: Min 3 Directors with Independent Directors forming a majority
  • Sec 177
  • Rule 6 The Companies (Meetings of Board and its powers) rules 2014
  • Rule 4 of the Companies (Appointment & Qualifications of Directors) Rules 2014
A. Every Listed Co shall have at least 1/3rd of the total Directors as Independent.

B. Every Public Company shall have two Independent Directors for the following classes:

i. Paid up capital of more than Rs. 10 Crores or more; or

ii. Turnover of Rs. 100 Crores or more; or

iii. Aggregate outstanding loans, debentures, deposits, exceeding Rs. 50 Crores.

Vigil Mechanism ▪ Sec 177 ▪ Rule 7 of The Companies (Meetings of Board and its powers) rules 2014

i. Every Listed Company; or

ii. Companies Which accept deposits; or

iii. Companies which have borrowings from banks/ PFI of Rs. 50 Crores or more.

Shall establish Vigil Mechanism for their directors and employees to report their genuine concerns or grievances

Constitution of Nomination and Remuneration Committee Composition: 3 or more Non-executive Directors of which at least ½ shall be Independent Directors.
  • Sec 178
  • Rule 6 The Companies (Meetings of Board and its powers) rules 2014
  • Rule 4 of the Companies (Appointment & Qualifications of Directors) Rules 2014
A. Every Listed Co shall have at least 1/3rd of the total Directors as Independent.

B. Every Public Company shall have two Independent Directors for the following classes:

i. Paid up capital of more than Rs. 10 Crores or more; or

ii. Turnover of Rs. 100 Crores or more; or

iii. Aggregate outstanding loans, debentures, deposits, exceeding Rs. 50 Crores.

Appointment of Key Managerial Personnel (KMP)
  • Sec 203
  • Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
A. Every listed company; or

B. every other public company having a paid-up share capital of Rs.10 Crores or more shall appoint the following Whole time key managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager or in their absence Whole Time Director; and

ii. Chief Financial Officer; and

iii. Company Secretary

Secretarial Audit
  • Sec 204
  • Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
  • Format: MR 3

i. Every Listed Company; or

ii. Every Public Company with a paid-up capital of Rs. 50 Crores or more; or

iii. Every Public Company with a turnover of Rs. 250 Crores or more; or

2. Every Company having an outstanding loans or borrowings from banks/ PFI of Rs. 100 Crores or more

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Company: Practicing Company Secretary
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