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Compliances under Companies Act, 2013 according to threshold limit




Sr. No.
Provision under Companies Act, 2013
Applicability of Provision
Non-Applicability of provision
1
XBRL Filing
a) companies listed with any Stock Exchange(s) in India
a) Banking Companies
Section 137 read with rule 3 of Companies (Filing of Documents  and forms in Extensible Business Reporting Language) Rules, 2015
b) Subsidiaries of any Company Listed with any Stock Exchange(s) in India.
b) Insurance Companies
c) All companies having paid up Capital of Rs. 5 Crore (five crore) or above.
c) Power Companies
d) All companies having Turnover of Rupees 100 Crore (one hundred crore) or above.
d) Non-Banking Financial Companies
e) All Companies  which are required to prepare their Financial Statements in accordance with Companies  (Indian Accounting Standards) Rules, 2015 and the Companies who were filing in XBRL mode under Companies Act, 1956

2
Companies (Auditor's Report), 2016
It shall apply to Every Company including a Foreign Company as defined in clause (42) of Section 2 of the Companies Act, 2013 except some companies given in next column.
• A Banking Company

Section 143 read with rule 1(2) of the Companies (Auditors Report) Order, 2016
• An Insurance Company
• A Section 8 Company
• A One Person Company
• A Small Company
• A Private Limited Company which is not holding or subsidiary company of any public Company
• A Pvt ltd Company having Paid Up Capital and Reserves not more than Rs. 1 crore
• Where the total borrowings from any bank or any financial institution at any point in time during the FY does not exceed Rs. 1crore
• Where the total revenue does not exceed Rs. 10 crores during the financial year.
3
Cash Flow Statement
All Companies Except Given In Next Column required to prepare the Cash Flow Statement.
a) One Person Company
As per Section 2(40) of Companies Act, 2013
b) Small company
c) Dormant company
d) Startup company
4
Internal Auditor
a) All Listed Companies


Section 138  read with Rule 13(1) Companies (Accounts) Rules, 2014
b) Every unlisted Public company having:
• Paid Up Share capital of 50 Crore (Fifty crore) rupees or more during the preceding financial year
• Turnover of 200 Crore (two hundred crore) rupees or more during the preceding financial year
• Outstanding loans or borrowings from banks or public financial institutions exceeding 100 Crore(one hundred Crore) rupees or more at any point of time during the preceding financial year; or
• Outstanding Deposits of 25 Crore (twenty five crore) crore rupees or more at any point of time during the preceding financial year; and
c) Every Private Company having;
• Turnover of 200 Crore (two hundred crore) rupees or more during the preceding financial year
• Outstanding loans or borrowings from banks or public financial institutions exceeding 100 Crore (one hundred crore) rupees or more at any point of time during the preceding financial year;

5
Certification of Annual Return by PCS (MGT-8) –

Section 92 and Rule 11 of Companies (Management & Administration) Rules, 2014
a) All Listed Companies

b) Every Company having;

• Paid-Up share capital of 10 Crore (Ten Crore) rupees or more or

• Turnover of 50 Crore (fifty Crore) rupees or more



6
Signing of Annual Return by a Company Secretary and if no CS then form PCS.
a) All Listed Companies
In below mentioned Companies, from CS, if no CS then from Director only, No need to sign by PCS

Section 92 of the Companies, 2013
b) All Unlisted public Companies
a) One Person Company
c) Private Limited Company having:
b)Small company
• Paid up share Capital Exceeding 50 lac; or
c) Startup Company
• Turnover exceeding 2 Crore

7
Appointment of Whole time KMP  

Section 203 read with Rule 8 and 8A Companies (Appointment and Remuneration) Rules, 2014
Appointment of Key Managerial Personnel (KMP) is mandated for the following categories of companies :
(i) Listed companies;
(ii) Public companies with paid up capital of Rs.10 crores or more companies
Not applicable to Private limited Company except the provision of Appointment of CS.
(iii) other than those mentioned above with paid up capital of Rs. 5 crores or more are required to appoint a whole time Company Secretary (CS)


8
Secretarial Audit
a) All Listed Companies
Private limited Company
Section 204 read with Rule 9 (1) Companies (Appointment and Remuneration) Rules, 2014
b) Every Public Company having;

• Paid-Up Share Capital of Rs. 50 Crore (fifty crore rupees) or more; or

• Every Public Company having a Turnover of Rs. 250 Crore (two hundred fifty crore rupees) or more

9
Independent Director
a) All Listed Companies - Minimum 1/3rd of total directors as Independent Directors
Private limited Company

Section 149 read with Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014
b) The Unlisted Public Companies having Paid Up Share capital of Rs. 10 Crore (ten crore rupees) or more (At Least 2 Independent Directors)

c) The Unlisted Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (At Least 2 Independent Directors)

d) The Unlisted Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees)  (At Least 2 Independent Directors)


10
Audit Committee
a) All Listed Companies
IFSC Public Companies
Section 177 read with Rule 7(1) of Companies (Meeting of Board and its Powers) Rules, 2014
b) Every unlisted Public Company having Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more, or
Private limited Company
c) The Unlisted Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more, or 

d) The Unlisted Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees)


11
Nomination and Remuneration Committee
a) All Listed Companies
IFSC Public Companies

Section 178 read with Rule 6 of Companies (Meeting of Board and its Powers) Rules, 2014
b) Every unlisted Public Company having Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more, or
Private limited Company
c) The Unlisted Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more, or 
Section 8 Companies
d) The Unlisted Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees)


12
Women Director
a) All Listed Companies
Private limited Company
Section 149  read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014
b) Every Public Company having a Paid-Up Share Capital of Rs. 100 Crore (One Hundred crore rupees) or more; or

c) Every Public Company having a Turnover of Rs. 300 Crore (Three Hundred Crore rupees) or more



13
Vigil Mechanism
a) All Listed Companies

Section 177 read with Rule 7(1) of Companies (Meeting of Board and its Powers) Rules, 2014
b) The Unlisted Company which accept deposits from the public;
IFSC Public Companies
c) The Unlisted companies which have borrowed money from banks and public financial institutions in excess of Rs. 50 crore (Rupees Fifty Crore only)



14
Corporate Social Responsibility (CSR)
a) Every company having net worth of rupees 500 Crore (five hundred crore) or more;
IFSC Public and IFSC Private Companies for a period of 5 years from the commencement of business
Section 135 (1) read with Rule 3 of  Companies (CSR Policy) Rules, 2014
b) Every company having turnover of rupees 1000 crore (one thousand crore) or more;

c) Every company having net profit of rupees 5 crore (five Crore) or more ;



15
Appointment & reappointment of Auditor and Rotation of Auditors: Companies shall not appoint or re-appoint:
a) All Listed Companies
One person Company
An individual as auditor for more than one term of five consecutive years; and
b) Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more.
Small Company
An audit firm as auditor for more than two terms of five consecutive years.
c) Every Private Limited Company having Paid-Up Share Capital of Rs. 50 Crore (Fifty crore rupees) or more.


Section 139  read with Rule 5 Companies (Audit and Auditors) Rules, 2014
d) All Companies having public borrowings from Financial Institutions, banks or public deposits of Rs. 50 Crore (Rupees Fifty Crore only) or more.

16
Voting by Electronic Means in General Meeting
1. Every Company whose Equity Shares are listed on a recognized stock exchange and
i. Unlisted Company and Company having less than 1000 members
Section 108 read with rule 20 (2) of Companies (Management and Administration) Rules, 2014
2. Every company having 1000 or more members.
ii. An enterprise or institutional investor referred to in Chapter XB or Chapter XC of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009

iii. Nidhi Company
17
Maintenance of Records in Electronic Form
1. Listed Companies
i. Unlisted Company and Company having less than 1000 members
Section 120 read with rule 27(1) of Companies (Management and Administration) Rules, 2014
2. Company having 1000 or more shareholders/members or debenture holders and other security holders
ii. An enterprise or institutional investor referred to in Chapter XB or Chapter XC of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009

iii. Nidhi Company
18
Disclosure in Board Report for manner of formal annual evalution of Board of Directors and its committees
1. Every Listed Company
Govt Companies

Section 134 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014
2. Public Companies having paid up share capital of Rs. 25 Crore or more at the end of preceeding financial year.

Private limited Company
19
Circulation of Financial statement in electronic format to shareholders holding shares in demat mode or who have consented in writing or otherwise by any other mode
1. Listed Companies
Private limited Company

Section 136 read with rule 11 of Companies (Accounts) Rules, 2014
2. Public Companies Having net worth Rs. 1 crore or more or

3. Public Companies having turnover Rs. 10 Crore or more.

20
Maintenance of Cost Records
Companies falling under list of Regulated and non-regulated sectors having an overall turnover from all its products and services during the immediately preceding financial year Rs. 35 Crore or more.
1. Foreign Companies Having only liaison offices falling under category 33 of Non-regulated sector list as per rule 3
Section 148 read with rule 3 of Companies (Cost Records and Audit) Rules, 2014
2. Companies classified as Micro or Small enterprise as per Micro, Small and medium Enterprise Development Act, 2006
21
Appointment of Cost Auditors
1. Companies Falling under list of regulated sectors having:
1. Companies whose revenue from exports, in foreign exchange, exceeds 75% of its total revenue, or
Section 148 read with rule 4 of Companies (Cost Records and Audit) Rules, 2014
(i) Overall Annual Turnover from all its products and services during the preceeding financial year Rs. 50 Crore or more, and
2. Company which is operating from Special Economic Zone (SEZ)
(ii) Aggregate turnover of the Individual product (s) or service (s) during the preceeding financial year Rs. 25 crore or more.
3. Company which is engaged in generation of electricity for captive consumption through Captive Generating Plant.
2. Companies Falling under list of non-regulated sectors having:

(i) Overall Annual Turnover from all its products and services during the preceeding financial year Rs. 100 Crore or more, and

(ii) Aggregate turnover of the Individual product (s) or service (s) during the preceeding financial year Rs. 35 crore or more.


22
Stakeholder Relationship Committee
a) All Public Companies having more than 1000 shareholders, debenture holders, deposit holders and any other security holders at any time during a financial year.
IFSC Public Companies
Section 178 (5) of the Companies Act, 2013

Private limited Company

Section 8 Companies


23
Mandatory requirements to comply with Indian Accounting Standards (Ind AS)
I. Companies other than NBFCs:
Companies whose securities are listed or are in the process of being listed on SME exchange as referred to in the Institutional Trading Platform without initial public offering in accordance with the provisions of the SEBI (ICDR) Regulations, 2009
Section 133 read with rule 4(1) of Companies (Indian Accounting Standards) Rules, 2015
1. For the accounting periods beginning on or after 1st April, 2016:

a. Companies whose equity or debts securities are listed or are in the process of being listed on any stock exchange in India or outside India and having net worth of Rs. 500 Crore or more.

b. Companies other than point 1(a) and having net worth of Rs. 500 Crore or more.

c. Holding, Subsidiary, Joint Venture or Associate Companies of Companies covered above.

2. For the accounting periods beginning on or after 1st April, 2017:

a. Companies whose equity or debts securities are listed or are in the process of being listed on any stock exchange in India or outside India and having net worth of less than Rs. 500 Crore.

b. Companies other than point 2(a) and having net worth of Rs. 250 Crore or more but less than Rs. 500 Crore.

c. Holding, Subsidiary, Joint Venture or Associate Companies of Companies covered above.



II. NBFCs:

1. For the accounting periods beginning on or after 1st April, 2018:

a. Notwithstanding the other thresholds limit, the holding, subsidiary, joint venture or associates companies of Schedule Commercial Banks (excluding RRBs) would be required to prepare Ind AS based financial statements for accounting periods beginning from 1st April, 2018.

b. NBFCs having net worth of Rs. 500 Crore or more.

c. Holding, Subsidiary, Joint Venture or Associate Companies of Companies covered above other than those already covered under Category (I) above.

2. For the accounting periods beginning on or after 1st April, 2019:

a. NBFCs whose equity or debts securities are listed or are in the process of being listed on any stock exchange in India or outside India and having net worth of less than Rs. 500 Crore.

b. NBFCs other than point 2(a) and having net worth of Rs. 250 Crore or more but less than Rs. 500 Crore.

c. Holding, Subsidiary, Joint Venture or Associate Companies of Companies covered above other than those already covered under Category (I) & (II) above.








Contact Details:

VISHAL SHARMA
Company Secretary
Mob: 9716763754





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Disclaimer: The Content is prepared on the basis of our general understanding and on the basis of relevant provision of Companies Act, 2013 read with rules made there under. The whole content is only for the knowledge sharing purpose, we do not take any responsibility for the correctness of the same. 

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