Navigating the intricate landscape of corporate regulations can be daunting for businesses of all sizes. The Companies Act, 2013 and Limited Liability Partnership Act, 2008 serves as a guiding beacon for governance and compliances, outlining various thresholds and requirements that Companies/LLP's must adhere to and delineating the boundaries and obligations for businesses across various domain. Within its provisions lie crucial thresholds, serving as pivotal markers for adherence to regulatory standards.
To aid this journey, we present the threshold Chart for The Companies Act and LLP Act, which would cater as a comprehensive reference to embark on a journey towards corporate governance excellence and regulatory compliance. This is designed to simplify the understanding and applicability of complex provisions into unambiguous, actionable insights and ensure business management and organizational governance.
| S.NO. | Section/s | Rule/s | Particulars | Applicability - By Entity Type | Threshold Limit (Public Company) | Threshold Limit (Listed Company) | Threshold Limit (Private Company) | Exemption | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Public Company | Listed Company | Private Company | ||||||||
| Companies Act, 2013 | ||||||||||
| 1 | 23(1)(b), 23(2), 42 | 14 | Private Placement of Securities | Yes | Yes | Yes | Invitation or offer not to be made to Persons more than 200 in aggregate in a FY | Invitation or offer not to be made to Persons more than 200 in aggregate in a FY | Invitation or offer not to be made to Persons more than 200 in aggregate in a FY |
|
| 2 | 73(1), 76(1) | - | Acceptance of Deposits from Public | Yes | No | No | Turnover: Not less than INR 500 Crores Net Worth: Not less than INR 100 Crores |
NA | NA |
|
| 3 | 90(5) | 2A(2) | Notice for Seeking Information on SBO | Yes | Yes | Yes | Information is sought from Members who holds not less than 10% of Reporting Company's:
|
Information is sought from Members who holds not less than 10% of Reporting Company's:
|
Information is sought from Members who holds not less than 10% of Reporting Company's:
|
Government Company |
| 4 | 92(2) | 11(2) | Certification of Annual Return by Company Secretary in Practice | Yes | Yes | Yes | Paid-Up Capital: INR 10 Crores, or more Turnover: INR 50 Crores, or more |
No Limit Specified | Paid-Up Capital: INR 10 Crores, or more Turnover: INR 50 Crores, or more |
NA |
| 5 | 96 | - | First AGM | Yes | Yes | Yes | Within 9 months from the closure of first FY | Within 9 months from the closure of first FY | Within 9 months from the closure of first FY | OPC |
| 6 | 96 | - | Subsequent AGM | Yes | Yes | Yes | Within 6 months from the closure of the FY (Gap between 2 AGM should not exceed 15 months) | Within 6 months from the closure of the FY (Gap between 2 AGM should not exceed 15 months) (SEBI Regulations to be considered) | Within 6 months from the closure of the FY (Gap between 2 AGM should not exceed 15 months) | OPC |
| 7 | 108 | 20 | Facility for Exercising Right to Vote by Electronic Means | Yes | Yes | Yes | Company having not less than 1000 members | Company which has:
|
Company having not less than 1000 members |
|
| 8 | 121 | 31 | Report on Annual General Meeting | No | Yes | No | NA | No Limit Specified (SEBI Regulations to be considered) | NA | NA |
| 9 | 134(3)(p) | 8(4) | Formal Annual Evaluation | Yes | Yes | No | Paid-Up Capital: INR 25 Crores, or more | No Limit Specified (SEBI Regulations to be considered) | NA | For Government Company and IFSC Companies Section 134 is applicable with modification |
| 10 | 135(1) | - | Constitution of CSR Committee | Yes | Yes | Yes |
Turnover: INR 1000 Crores, or more Net Worth: INR 500 Crores, or more Net Profit: INR 5 Crores, or more Others: Companies having outstanding loans, debentures and deposits, from banks and PFIs exceeding 100 Crores or more |
Turnover: INR 1000 Crores, or more Net Worth: INR 500 Crores, or more Net Profit: INR 5 Crores, or more Others: Companies having outstanding loans, debentures and deposits, from banks and PFIs exceeding 100 Crores or more |
Turnover: INR 1000 Crores, or more Net Worth: INR 500 Crores, or more Net Profit: INR 5 Crores, or more Others: Companies having outstanding loans, debentures and deposits, from banks and PFIs exceeding 100 Crores or more |
IFSC Companies are exempted from CSR provisions for 5 years from commencement of business |
| 11 | 135(1) | - | Meeting of CSR Committee | Yes | Yes | Yes | Need Based | Need Based | Need Based | IFSC Companies are exempted from CSR provisions for 5 years from commencement of business |
| 12 | 135(5) | - | Expenditure on CSR Activities | Yes | Yes | Yes | 2% of average Net Profit made during 3 preceeding FY (Since incorporation in case 3 years not completed) | 2% of average Net Profit made during 3 preceeding FY (Since incorporation in case 3 years not completed) | 2% of average Net Profit made during 3 preceeding FY (Since incorporation in case 3 years not completed) | IFSC Companies are exempted from CSR provisions for 5 years from commencement of business |
| 13 | 135 | 8(3)(a) | Undertaking Impact Assessment through Independent Agency | Yes | Yes | Yes | If CSR obligation is 10 crores or more in 3 immediately preceding FY (For CSR Projects having outlays of 1 crore or more and which are completed 1 year prior to such study) | If CSR obligation is 10 crores or more in 3 immediately preceding FY (For CSR Projects having outlays of 1 crore or more and which are completed 1 year prior to such study) | If CSR obligation is 10 crores or more in 3 immediately preceding FY (For CSR Projects having outlays of 1 crore or more and which are completed 1 year prior to such study) | IFSC Companies are exempted from CSR provisions for 5 years from commencement of business |
| 14 | 137 | 3 | XBRL Applicability | Yes | Yes | Yes |
Paid-Up Capital: INR 5 Crores, or more Turnover: INR 100 Crores, or more Others: Companies preparing Financial Statements as per Indian Accounting Standards Rules |
No Limit Specified (SEBI Regulations to be considered) |
Paid-Up Capital: INR 5 Crores, or more Turnover: INR 100 Crores, or more Others: Companies preparing Financial Statements as per Indian Accounting Standards Rules |
|
| 15 | 138 | 13 | Appointment of Internal Auditor | Yes | No | No |
Paid-Up Capital: INR 50 Crores, or more Turnover: INR 200 Crores, or more Others: Unlisted Public Company having:
|
No Limit Specified (SEBI Regulations to be considered) |
Turnover: INR 200 Crores, or more Others: Outstanding loans or borrowings from banks or PFIs exceeding 100 Crores or more. |
For IFSC Companies Section 138 shall apply if its articles provides so |
| 16 | 139 | 5 | Appointment of Auditors (Term- wise) | Yes | Yes | Yes | Paid-Up Capital: INR 10 Crores, or more Others: All Companies having public borrowings from banks, PFIs or public deposits of 50 Crore or more | All Companies having public borrowings from banks, PFIs or public deposits of 50 Crore or more (SEBI Regulations to be considered) |
Paid-Up Capital: INR 50 Crores, or more Others: All Companies having public borrowings from banks, PFIs or public deposits of 50 Crore or more |
|
| 17 | 143 | CARO, 2020 | Auditor's Report | Yes | Yes | Yes | Additional matters as specified in CARO, 2020 to be included in Auditor's Report | Additional matters as specified in CARO, 2020 to be included in Auditor's Report | Additional matters as specified in CARO, 2020 to be included in Auditor's Report |
|
| 18 | 148 | 3 | Applicability of Cost Records | Yes | Yes | Yes | Turnover: INR 35 Crores, or more | Turnover: INR 35 Crores, or more | Turnover: INR 35 Crores, or more | MSME |
| 19 | 148 | 4 | Applicability of Cost Audit | Yes | Yes | Yes | Turnover: Overall annual TO is 50 crores or more, in immediately preceding FY and aggregate TO is 25 crores or more (Regulated Sectors)Overall annual TO is 100 crores or more, in immediately preceding FY and aggregate TO is 35 crores or more (Non-Regulated Sectors) | Turnover: Overall annual TO is 50 crores or more, in immediately preceding FY and aggregate TO is 25 crores or more (Regulated Sectors)Overall annual TO is 100 crores or more, in immediately preceding FY and aggregate TO is 35 crores or more (Non-Regulated Sectors) | Turnover: Overall annual TO is 50 crores or more, in immediately preceding FY and aggregate TO is 25 crores or more (Regulated Sectors)Overall annual TO is 100 crores or more, in immediately preceding FY and aggregate TO is 35 crores or more (Non-Regulated Sectors) | Company having Turnover INR 35 crores or more and:
|
| 20 | 149 | 3 | Women Director | Yes | Yes | No |
Paid-Up Capital: INR 100 Crores, or more Turnover: INR 300 Crores, or more |
No Limit Specified (SEBI Regulations to be considered) | NA | NA |
| 21 | 149 | 4 | Independent Director | Yes | Yes | No |
Paid-Up Capital: INR 10 Crores, or more Turnover: INR 100 Crores, or more Others: Outstanding loans, debentures and deposits, exceeding 50 Crores |
No Limit Specified (SEBI Regulations to be considered) | NA | For Section 8 Company, Government Company and IFSC Companies, section 149 is applicable with modifications |
| 22 | 151 | 7 | Appointment of Small Shareholder's Director | No | Yes | No | NA |
Others: Upon notice of not less than:
|
NA | NA |
| 23 | 173 | - | First Board Meeting | Yes | Yes | Yes | Within 30 days from the date of incorporation | Within 30 days from the date of incorporation | Within 30 days from the date of incorporation | For Section 8 Company, and IFSC Companies, section 173 is applicable with modifications |
| 24 | 177 | 6 | Constitution of Audit Committee | Yes | Yes | No |
Paid-Up Capital: INR 10 Crores, or more Turnover: INR 100 Crores, or more Others: Outstanding loans, debentures and deposits, exceeding INR 50 Crores |
No Limit Specified (SEBI Regulations to be considered) | NA | For Section 8 Company, Government Company and IFSC Companies, section 177 is applicable with modifications |
| 25 | 177 | Regulation 18 (LODR) | Audit Committee Meeting | Yes | Yes | No | 4 times in a year (Gap of not more than 120 days between 2 meetings) | 4 times in a year (Gap of not more than 120 days between 2 meetings) | NA | For Section 8 Company, Government Company and IFSC Companies, section 177 is applicable with modifications |
| 26 | 177 | 7 | Vigil Mechanism Policy | Yes | Yes | Yes |
Companies:
|
No Limit Specified (SEBI Regulations to be considered) |
Companies:
|
For Section 8 Company, Government Company and IFSC Companies, section 177 is applicable with modifications |
| 27 | 178(1) | 6 | Constitution of Nomination and Remuneration Committee | Yes | Yes | No |
Paid-Up Capital: INR 10 Crores, or more Turnover: INR 100 Crores, or more Others: Outstanding loans, debentures and deposits, exceeding INR 50 Crores |
No Limit Specified (SEBI Regulations to be considered) | NA | For Section 8 Company, Government Company and IFSC Companies, section 178 is applicable with modifications |
| 28 | 178 | Regulation 19 (LODR) | Nomination and Remuneration Committee Meeting | Yes | Yes | No | Atleast once in a year | Atleast once in a FY (SEBI Regulations to be considered) | NA | For Section 8 Company, Government Company and IFSC Companies, section 178 is applicable with modifications |
| 29 | 178(5) | 7 | Constitution of Stakeholders Relationship Committee | Yes | Yes | No | Company having more than 1000 shareholders, debenture-holders, deposit-holders and any other security holders | No Limit Specified (SEBI Regulations to be considered) | NA | For Section 8 Company, Government Company and IFSC Companies, section 178 is applicable with modifications |
| 30 | 178 | Regulation 20 (LODR) | Stakeholders Relationship Committee Meeting | Yes | Yes | No | Atleast once in a year | Atleast once in a FY (SEBI Regulations to be considered) | NA | For Section 8 Company, Government Company and IFSC Companies, section 178 is applicable with modifications |
| 31 | 203 | 8 | Appointment of Whole-Time KMP (Other than Whole-Time CS) | Yes | Yes | No | Paid-Up Capital: INR 10 Crores, or more | No Limit Specified (SEBI Regulations to be considered) | NA | For Government Company Section 203 is applicable with modification |
| 32 | 203 (Proviso 2) | - | Appointment of an Individual as Chairperson and MD or CEO at same time | Yes | No | No |
Paid-Up Capital: INR 100 Crores, or more Turnover: INR 1000 Crores, or more Others: Public Company which are engaged in multiple businesses and have appointed CEO for each such business |
NA | NA | For Government Company Section 203 is applicable with modification |
| 33 | 203 | 8, 8A | Appointment of Whole-Time Company Secretary | Yes | Yes | Yes | Paid-Up Capital: INR 10 Crores, or more | No Limit Specified (SEBI Regulations to be considered) | Paid-Up Capital: INR 10 Crores, or more | For Government Company Section 203 is applicable with modification |
| 34 | 204 | 9 | Secretarial Audit | Yes | Yes | Yes |
Paid-Up Capital: INR 50 Crores, or more Turnover: INR 250 Crores, or more Others: Companies having outstanding loans, debentures and deposits, from banks and PFIs exceeding 100 Crores or more |
No Limit Specified (SEBI Regulations to be considered) | Others: Companies having outstanding loans, debentures and deposits, from banks and PFIs exceeding 100 Crores or more | NA |
Abbreviations Used:
| Full Form | Abbreeviation |
|---|---|
| One Person Company | OPC |
| Non-Banking Financial Company | NBFC |
| Housing & Finance Company | HFC |
| Central Government | CG |
| Corporate Social Responsibility | CSR |
| Financial Year | FY |
| Annual General Meeting | AGM |
| Key Managerial Personnel | KMP |
| Significant Beneficial Ownership | SBO |
| Companies (Auditor's Report) Order, 2020 | CARO, 2020 |
Disclaimer
The information provided in this article is intended for general informational purposes only and should not be construed as legal advice. The content of this article is not intended to create and receipt of it does not constitute any relationship. Readers should not act upon this information without seeking professional legal counsel.