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Any company registered in India under Companies Act, 2013 is required to comply with provisions of the Companies Act, 2013. Such provisions are applicable on the basis of paid-up capital, turnover, type of company, net profit or on the basis of outstanding loan and borrowings of such particular company. Let us study this applicability in detail.

Applicability Of The Provisions Of Companies Act, 2013

APPLICABILITY OF PROVISIONS OF THE COMPANIES ACT, 2013 SHALL BE AS PER FOLLOWING LIMITS

SECTION AND COMPLIANCE

APPLICABILITY

MSME-I Return

Half Yearly Return

Section 405

Applicable to all the Companies who get supplies of goods or services from micro and small enterprises and whose payment to such micro and small enterprise suppliers exceed 45 days from the date of acceptance or the date of deemed acceptance of the goods or services shall file MSME-I Return.

Return of Deposits or Exempted Deposits- DPT-3

Rule 16 and 16A of Companies (Acceptance of Deposits) Rules, 2014

Applicable to all Companies other than government Companies.

Reconciliation of Share Capital Audit- PAS-6

Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014

Applicable to all unlistedpublic limited Companies.

Appointment of Cost Auditor- CRA-2

Section148(3) read with Rule 14 of Companies (Audit and Auditor) Rules, 2014

The Applicability shall be turnover bases:

For regulated Sector- Threshold is Rs. 50 Crores for all product and services and Rs. 25 Crores for individual product or services.

For Unregulated Sector - Threshold is Rs. 100 Crores for all product and services and Rs. 35 Crores for individual product or services.

Appointment of Company Secretary (CS)

Rule 8A of Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014

Applicable to such Private Company not covered under Rule 8 and has a paid-up capital of Rs. 10 Crore or more.

Appointment of Key Managerial Personnel (KMP)

Section 203 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Applicable to:

(1) Every listed company

(2) Public companies having paid up capital of Rs. 10 Crore or more

Not Applicable to:

(1) Private companies

(2) Other public company having paid-up capital less than Rs. 10 Crore

XBRL

Section 137

Applicable to:

(1) All listed public companies

(2) Subsidiaries of any listed companies

(3) All Companies with a paid-up capital of Rs. 5 Crore or more

(4) All Companies with a turnover of Rs. 100 crore or more

(5) All Companies which are required to prepare their financial statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015

(Once XBRL is applicable, then it shall continue forever even if later it does not satisfy applicability limits)

Not Applicable to:

(1) Banking Companies

(2) Insurance Companies

(3) Power Companies

(4) NBFCs

(5) Housing and Finance Companies

CARO 2020

Section 143 read with Companies (Auditors Report) Order, 2020

Applicable from FY 2021-22

Applicable to:

Applicable to all companies including a foreign company as defined in Section 2(42) of the Companies Act, 2013 except the following mentioned companies.

Not Applicable to:

(1) Banking Company

(2) Insurance Company

(3) Section 8 Company

(4) One Person Company

(5) Small Company

(6) Private Company:

· Not being a subsidiary or holding of public company

· Paid-up capital and reserves and surplus not more than Rs. 1 Crore

· Which does not have note loan outstanding exceeding Rs. 1 Crore at any point during the financial year

· Which does not have total revenue exceeding Rs. 10 Crores during the financial year

Cash Flow Statements

Section 129 read with Schedule III of Companies Act, 2013

Applicable to:

Applicable to all companies except the following mentioned companies.

Not Applicable to:

(1) One Person Company

(2) Small Company

(3) Dormant Company

(4) Private Company (if such private company is a startup company)

Secretarial Audit

Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Applicable to:

(1) Every Listed Company

(2) Every Public Company having a paid-up share capital of Rs. 50 Crore or more

(3) Every Public Company having turnover of Rs. 250 Crore or more

(4) Every Company having outstanding loans or borrowings of Rs. 100 Crores (including private company)

Not Applicable to:

Private Companies having outstanding loans or borrowings of less than Rs. 100 Crores(But if such Private Company is a subsidiary of a Public Company, then the provision shall be applicable)

Maintaining Documents in Electronic Form

Section 120 read with Rule 27 of Companies (Management and Administration) Rules, 2014

Applicable to:

(1) Every Listed Company

(2) Every Company having not less than 1000 shareholders, debenture holders and other security holders

Appointment of Independent Directors

Section 149(4) read with Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014

Applicable to:

(1) All listed companies

(2) Public companies with paid-up capital of Rs. 10 Crores or more

(3) Public companies with turnover of Rs. 100 Crores or more

(4) Public companies with aggregate outstanding loans, debentures and deposit exceeding Rs. 50 Crore

Not Applicable to:

(1) Private companies

(2) One Person Company

(3) Unlisted public company which is a joint venture, WOS or Dormant

Appointment of Women Director

Section 149(1) read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014

Following class of Companies are required to appoint at least one Women Director:

(1) All listed companies

(2) Public companies with paid-up capital of Rs. 100 Crores or more

(3) Pubic companies with turnover of Rs. 300 Crores or more

Audit Committee

Section 177 read with Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014

Applicable to:

(1) All listed companies

(2) Public companies with a paid-up Rs. 10 Crore or more

(3) Public companies with turnover of Rs. 100 Crore or more

(4) Public companies having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs. 50 Crores or more

Not Applicable to:

(1) Private companies

(2) One Person Company

Nomination and Remuneration Committee

Section 178(1) read with Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014

Applicable to:

(1) All listed companies

(2) Public companies with a paid-up Rs. 10 Crore or more

(3) Public companies with turnover of Rs. 100 Crore or more

(4) Public companies having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs. 50 Crores or more

Not Applicable to:

(1) Private companies

(2) One Person Company

Vigil Mechanism

Section 177 (9) read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014

Applicable to:

(1) All listed companies

(2) The companies which have accepted deposits from the public

(3) The companies which have borrowed money from banks and public financial institutions in excess of Rs. 50 Crores

Stakeholder Relationship Committee

Section 178 (5)

Applicable to all such companies which has more than 1000 shareholders, debenture holders, deposit holders and any other security holders at any time during a financial year.

Corporate Social Responsibility

Section 135

Applicable to:

(1) Every company having net worth of Rs. 500 Crores or more or

(2) Turnover of Rs. 1000 Crore or more or

(3) A Net Profit of Rs. 5 Crore or more during any financial year

E-Voting

Section 108 read with Rule 20 of Companies (Management and Administration) Rules, 2014

(1) Every listed company:

General Meeting - Applicable

Postal Ballot- Applicable

(2) Unlisted Public company having more than 1000 shareholders:

General Meeting - Applicable

Postal Ballot- Not Applicable

(3) Unlisted Public company having less than 1000 shareholders:

General Meeting - Not Applicable

Postal Ballot- Not Applicable

(4) Private company - Not Applicable

Internal Auditor

Section 138 read with Rule 13 of Companies (Accounts) Rules, 2014

(1) Every listed company

(2) Unlisted public companies having paid-up capital of Rs. 50 Crores or more during preceding financial year or

(3) Unlisted public companies having turnover of Rs. 200 Crores or more during preceding financial year or

(4) Unlisted public companies having outstanding loans or borrowings exceeding 100 Crores or more at any point of time during the preceding financial year or

(5) Unlisted public companies having outstanding deposits of Rs. 25 Crores or more at any point of time during the preceding financial year and

(6) Private company having turnover of Rs. 200 Crores or more during preceding financial year or

(7) Private company having outstanding loans or borrowings exceeding 100 Crores or more at any point of time during the preceding financial year

MGT-8 Certification

Section 92(2) read with Rule 11(2) of Companies (Management and Administration) Rules 2014

(1) Every listed company

(2) The company having a paid-up capital of Rs. 10 Crores or more

(3) The company having turnover of Rs. 50 Crores or more

 

The author can also be reached at csneharedekar@gmail.com

 

Disclaimer: Please note that the above article is based on the interpretation of related laws, which may differ from person to person and is not legal advice.

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