APPLICABILITY OF COMPANIES ACT, 2013 BASED ON LIMITS- Series 496




APPLICABILITY OF COMPANIES ACT, 2013
BASED ON LIMITS
Sr. No.
Provision under Companies Act, 2013
Applicability of Provision
Non-Applicability of provision
1
XBRL

[1](General Circular No. 16/2012 Dated: 06.07.2014.)
a) All companies LISTED with any Stock Exchange(s) in India.

b) Subsidiaries of any Company Listed with any Stock Exchange(s) in India.

c)  All companies having paid up Share Capital of Rs.  5 Crore (five crore) and above.

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

Once XBRL applicable then will continue forever irrespective of falling in above limits or not.
a)  Banking Companies
b) Insurance Companies
c)   Non-Banking Financial Companies
d)  [2]Housing; Finance Companies
2
CARO
(As per MCA order dated 29th  March 2016)
S.O. 1228(E).]
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.
·   A Banking Company
·   An Insurance Company as defined under the
·   A Company Licensed to operate under Section 8 of the Companies Act;
·   A One Person Company
·   A Small Company
·   A Private Limited Company with;
-    Not being a subsidiary or holding of public Company
-    A Paid Up Capital and Reserves not more than Rs. 1 crore and
-    which does not have loan outstanding exceeding Rs. 1 crore from any bank or Financial Institution at any point of time during the financial year  
-    and  which does not have a total revenue as disclosed in Scheduled III to CA 2013 (including revenue from discontinuing   
-    operations) exceeding Rs 10 crores during the FY as per the financial statements.
3
Cash Flow Statement
As per sub-section 40 of section 2 of Companies Act,2013
As per Definition of Section 2(40) All Companies Except Given In Next Collum required to prepare the Cash Flow Statement.
a)    One Person Company
b)   small company
c)    Dormant company-
d)    private company (if such private company is a start-up)
4
Internal Auditor
As per Provisions of Section 138 of Companies Act, 2013 read with sub rule 1 of Rule 13 Chapter IX, Companies (Accounts) Rules, 2014.
a)    All Listed Companies

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; or
 Every Public Company having:
·   Paid up share Capital below Rs. 50 Crore
5
Certification of Annual Return by a Company Secretary in practice.

 As per Provisions of Section 92 of Companies Act, 2013 read with sub rule 2 of Rule 11 Chapter VII, Companies (Management and 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 in practice.

As per Provisions of Section 92 of Companies Act, 2013 read with sub rule 2 of Rule 11 Chapter VII, Companies (Management and Administration) Rules, 2014.
a)    All LISTED Companies

b)   All PUBLIC Companies
                               
c)    Private Limited Company having:

·         Paid up share Capital Exceeding 50  lac; or

·         Turnover exceeding 2 Crore
a) One Person Company
b)Small company
 C) private company (if such private company is a start-up)

(These are the companies exempted from signing of Annual Return by Company Secretary.)
7
Companies which shall appoint Company Secretary
As per Provisions of Section 203 of Companies Act, 2013 read with Rule 8A Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
a)    All LISTED Companies

b)   Every other company having a paid-up share capital of Rs. 5 Crore (Five crore rupees) or more:

8
Secretarial Audit

As per Provisions of sub section ‘1’ of Section 204 of Companies Act, 2013:
As per Provisions of Section 204 of Companies Act, 2013 read with Rule 9 Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
a)    All Listed Companies

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

As per Provisions of Section 149 of Companies Act, 2013 read with Rule 4 Chapter XI, Companies (Appointment and Qualification of Directors) Rules, 2014:
a)  All Listed Companies

b) The Public Companies having Paid Up Share capital of Rs. 10 Crore (ten crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR)

c)  The Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR)

d) The Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees)
Exemptions:
Unlisted public company which is a Joint Venture, WOS or Dormant will not be required to appoint Independent Director.
10
Managing Director/ Whole Time Director

As per Provisions of Section 203 of Companies Act, 2013 read with Rule 8 Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
a)    All Listed Companies

b)   Every Public Company having a Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more.

c)    Companies which do not fall in above limits can also appoint MD and WTD by following the procedure given under Section 196 of Companies Act, 2013.

11
Key Managerial Personnel

As per Provisions of Section 203 of Companies Act, 2013 read with Rule 8 Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
a)    All Listed Companies

b)   Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Five crore rupees) or more.

c)    *Every Private Limited Company having Paid-Up Share Capital of Rs. 5 Crore (five crore rupees) or more required to appoint Company Secretary and designate as Key Managerial Personnel.

12
Auditors Committee

As per Provisions of Section 177 of Companies Act, 2013 read with Rule 6 Chapter XII, Companies (Meetings of Board and its Powers) Rules, 2014:
a)    All Listed Companies
     
b)   Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more.

c)    The Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR)
d)   The Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees)
13
Nomination Committee

As per Provisions of Section 178 of Companies Act, 2013 read with Rule 6 Chapter XII, Companies (Meetings of Board and its Powers) Rules, 2014:
a)    All Listed Companies

b)   Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Ten Crore rupees) or more.

c)    The Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR)

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

14
Women Director

As per Provisions of Section 149 of Companies Act, 2013 read with Rule 3 Chapter XI, Companies (Appointment and Qualification of Directors) Rules, 2014:
a)    All Listed Companies

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

15
Vigil Mechanism

As per Provisions of Section 177 of Companies Act, 2013 read with Rule 7 Chapter XII, Companies (Meetings of Board and its Powers) Rules, 2014:
a)    All Listed Companies

b)   The Company which accept deposits from the public;

c)    The companies which have borrowed money from banks and public financial institutions in excess of Rs. 50 crore (Rupees Fifty Crore only)

16
Related Party Transactions

As per Provisions of Section: 188 of Companies Act, 2013 read with Rule -3, of Chapter Xii (Meetings Of Board And Its Power) Second Amendment Rules, 2014:
Applicable on all except transactions on arm length and in ordinary course
a) transactions on arm length and
b) ordinary course
17
Corporate Social Responsibility Committee

As per Provisions of Section 135 of Companies Act, 2013 read with Rule 3 Chapter XI, Companies (Appointment and Qualification of Directors) Rules, 2014:
a)    Every company having net worth of rupees 500 Crore (five hundred crore) or more;

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;

During immediate preceding financial year.

18
Appointment & reappointment of Auditor :

Companies shall not appoint or re-appoint:
An individual as auditor for more than one term of five consecutive years; and
 An audit firm as auditor for more than two terms of five consecutive years.
As per Provisions of Section 139 of Companies Act, 2013 read with Rule 5 Chapter X, Companies (Audit and Auditors) Rules, 2014
a)    All Listed Companies

b)   Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more.

c)    Every Private Limited Company having Paid-Up Share Capital of Rs. 50 Crore (Fifty crore rupees) or more.

d)   All Companies having public borrowings from Financial Institutions, banks or public deposits of Rs. 50 Crore (Rupees Fifty Crore only) or more.



Author – CS DiveshGoyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION.




[1] http://mca.gov.in/XBRL/FY2015.html

[2] F.No.1/19/2013-CL-V dated 4th April 2016 issued by MCA.

Comments

Popular posts from this blog

Declaration of Commencement of Business - Series 487

Vacancy Updates (Through Google Form) | Dated: 20-August-2020

Process of Conversion of Loan into Equity