The Companies Act, 2013, along with its rules and regulations, sets forth several threshold limits that companies must adhere to for compliance. Understanding these limits is crucial for ensuring adherence to the law and avoiding penalties. This article provides a comprehensive overview of the various threshold limits under the Companies Act, 2013, making it easier for readers to remember and apply them in their respective contexts. The thresholds are categorized by different sections of the Act, each applicable to listed, public, and private companies based on specific criteria. The below provided table is intended to give the readers an easy in remembrance of various Threshold Limits under Companies Act, 2013.
| S. No. | Title | Section – Companies Act. 2013 |
Applicability | Threshold |
| 1 | Annual Return | 92(2) & Rule 11 | 1. Listed
2. Public 3. Private |
1. Small Company & OPC- Form MGT-7A
2. Every other Company – Form MGT-7 3. Listed * Others – Form MGT-8 (PCS Certification) *• PUC – Rs. 10 Cr or more • TO – Rs. 50 Cr or more |
| 2 | XBRL Applicability | 137 & Rule 3 | 1. Listed & its Indian Subsidiaries2. All Companies |
1. Every Listed Company
2. PUC – Rs.5 Cr or more 3. TO – Rs.100 Cr or more 4. FS as per Ind AS Rules |
| 3 | Small Company | 2(85) | Private Company | PUC – Upto Rs. 4 Cr & TO – Upto Rs 40 Cr |
| 4 | Corporate Social Responsibility | 135 | Every Company | TO – Rs.1000 Cr or more NW-Rs. 500 Cr or more NP-Rs. 5 Cr or more |
| 7 | Internal Auditor | 138 & Rule 13 | 1. Listed
2. Unlisted Public 3. Private |
1. Every Listed Company
2. Unlisted Public Company: PUC – Rs. 50 Cr or more TO – Rs. 200 Cr or more O/s Loans or Borrowings – exceeding Rs.100 Cr O/s Deposits – Rs. 25 Cr or more 3. Private Company: TO – Rs. 200 Cr or more |
| 8 | Appointment of Auditors (Term- wise) | 139 & Rule 5 | 1. Listed
2. Unlisted Public 3. Private |
1. Every Listed Company
2. Unlisted Public Company: 3. Private Company: 4. All Companies: Borrowings-Rs. 50 Cr or more |
| 9 | Women Director | 149 & Rule 3 | 1. Listed
2. Public |
1. Every Listed Company 2. PUC – Rs. 100 Cr or more TO – Rs. 300 Cr or more |
| 10 | Independent Director | 149 & Rule 4 | 1. Listed
2. Public |
1. Every Listed Company
2. PUC- Rs. 10 Cr or more TO- Rs. 100 Cr or more O/s Loans/ Deposits- exceeding Rs. 50 Cr |
| 11 | Vigil Mechanism | 177(9) & Rule 7 | 1. Listed
2. Public 3. Private |
1. Borrowings- more than Rs. 50 Cr
2. Companies accepting Deposits from Public |
| 12 | Audit Committee | 177 & Rule 6 | 1. Listed
2. Public |
1. Every Listed Company
2. PUC- Rs. 10 Cr or more TO- Rs. 100 Cr or more |
| 13 | Nomination and Remuneration Committee | 178( 1) | 1. Listed
2. Public |
1. Every Listed Company
2. PUC- Rs. 10 Cr or more TO- Rs. 100 Cr or more |
| 14 | Stakeholders Relationship Committee | 178(5) | Every Company | Company having more than 1000 security holders. |
| 15 | Appointment of MD/CEO/Manager /WTD, CS & CFO |
203 & Rule 8 | 1. Listed
2. Public |
1. Every Listed Company
2. PUC- Rs. 10 Cr or more |
| 16 | Appointment of CS | 203 & Rule 8A | Private | PUC – Rs. 10 Cr or more |
| 17 | Secretarial Audit | 204 & Rule 9 | 1. Listed
2. Public 3. Private |
1. Every Listed Company
2. Public Company: PUC- Rs. 50 Cr or more TO – Rs. 250 Cr or more 3. Every Company: O/s Loans /Borrowings – Rs. 100 Cr or more |
Conclusion: Navigating the threshold limits under the Companies Act, 2013, is essential for maintaining compliance and ensuring smooth business operations. By familiarizing themselves with these limits, companies can better manage their legal obligations and avoid potential pitfalls. This article has outlined the critical thresholds across various sections of the Act, offering a clear and concise reference for companies of all sizes. Adhering to these thresholds is not only a legal requirement but also a best practice for good corporate governance.
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