Khushboo Sharma
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. | Act Name | Section/ Rules | Particulars | Applicability | Threshold Limit (Public Company) | Threshold Limit (Private Company) | Threshold Limit (Listed Company) | Exemption | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Paid-Up Capital | Turnover | Net Worth | Net Profit | Others | Paid-Up Capital | Turnover | Net Worth | Net Profit | Others | Paid-Up Capital | Turnover | Net Worth | Net Profit | Others | ||||||
| 1 | Companies Act, 2013 | Section 23(1)(b), 23(2), 42 read with Rule 14 | Private Placement of Securities |
|
– | – | – | – | 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 (SEBI Regulations to be considered) |
|
| 2 | Companies Act, 2013 | Section 73(1), 76(1) | Acceptance of Deposits from Public | Public Company | – | Not less than 500 Crores | Not less than 100 Crores | – | – | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA |
|
| 3 | Companies Act, 2013 | Section 90(5) read with Rule 2A(2) | Notice for Seeking Information on SBO |
|
– | – | – | – | 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 | Companies Act, 2013 | Section 92(2) read with Rule 11(2) | Certification of Annual Return by Company Secretary in Practice |
|
10 crores or more | 50 crores or more | – | – | – | 10 crores or more | 50 crores or more | – | – | – | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) | NA |
| 5 | Companies Act, 2013 | Section 96 | First AGM |
|
– | – | – | – | 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 (SEBI Regulations to be considered) |
OPC |
| 6 | Companies Act, 2013 | Section 96 | Subsequent AGM |
|
– | – | – | – | 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) | – | – | – | – | Within 6 months from the closure of the FY (Gap between 2 AGM should not exceed 15 months)
(SEBI Regulations to be considered) |
OPC |
| 7 | Companies Act, 2013 | Section 108 read with Rule 20 | Facility for Exercising Right to Vote by Electronic Means |
|
– | – | – | – | Company having not less than 1000 members | – | – | – | – | Company having not less than 1000 members | – | – | – | – |
Company which has:
|
|
| 8 | Companies Act, 2013 | Section 121 read with Rule 31 | Report on Annual General Meeting | Listed Public Company | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) | NA |
| 9 | Companies Act, 2013 | Section 134(3)(p) read with Rule 8(4) | Formal Annual Evaluation |
|
25 Crores or more | – | – | – | – | NA | NA | NA | NA | NA | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) | For Government Company and IFSC Companies Section 134 is applicable with modification |
| 10 | Companies Act, 2013 | Section 135(1) | Constitution of CSR Committee |
|
– | 1000 crores or more | 500 crores or more | 5 crores or more | – | – | 1000 crores or more | 500 crores or more | 5 crores or more | – | – | 1000 crores or more | 500 crores or more | 5 crores or more | – | IFSC Companies are exempted from CSR provisions for 5 years from commencement of business |
| 11 | Companies Act, 2013 | Section 135(1) | Meeting of CSR Committee |
|
– | – | – | – | Need Based | – | – | – | – | Need Based | – | – | – | – | Need based (SEBI Regulations to be considered) |
IFSC Companies are exempted from CSR provisions for 5 years from commencement of business |
| 12 | Companies Act, 2013 | Section 135(5) | Expenditure on CSR Activities |
|
– | – | – | – | 2% of average NP made during 3 preceeding FY (Since incorporation in case 3 years not completed) | – | – | – | – | 2% of average NP made during 3 preceeding FY (Since incorporation in case 3 years not completed) | – | – | – | – | 2% of average NP 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 | Companies Act, 2013 | 135 and Rule 8(3)(a) | Undertaking Impact Assessment through Independent Agency |
|
– | – | – | – | 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 | Companies Act, 2013 | Section 137 read with Rule 3 | XBRL Applicability |
|
5 Crores or above | 100 Crores or above | – | – | Companies preparing Financial Statements as per Indian Accounting Standards Rules | 5 Crores or above | 100 Crores or above | – | – | Companies preparing Financial Statements as per Indian Accounting Standards Rules | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) |
|
| 15 | Companies Act, 2013 | Section 138 read with Rule 13 | Appointment of Internal Auditor |
|
50 Crores or more | 200 Crores or more | – | – | Unlisted Public Company having:
|
– | 200 Crores or more | – | – | Outstanding loans or borrowings from banks or PFIs exceeding 100 Crores or more | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) | For IFSC Companies Section 138 shall apply if its articles provides so |
| 16 | Companies Act, 2013 | Section 139 read with Rule 5 | Appointment of Auditors (Term- wise) |
|
10 Crore or more | – | – | – | All Companies having public borrowings from banks, PFIs or public deposits of 50 Crore or more | 50 Crore or more | – | – | – | 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) |
|
| 17 | Companies Act, 2013 | Section 143 read with CARO, 2020 | 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 | – | – | – | – | Additional matters as specified in CARO, 2020 to be included in Auditor’s Report |
|
18 | Companies Act, 2013 | Section 148 read with Rule 3 | Applicability of Cost Records |
|
– | 35 crores or more | – | – | – | – | 35 crores or more | – | – | – | – | 35 crores or more | – | – | – | MSME |
| 19 | Companies Act, 2013 | Section 148 read with Rule 4 | Applicability of Cost Audit |
|
– |
|
– | – | – | – |
|
– | – | – | – |
|
– | – | – | Company having TO- 35 crores or more and:
|
| 20 | Companies Act, 2013 | Section 149 read with Rule 3 | Women Director |
|
100 Crores or more | 300 Crores or more | – | – | – | NA | NA | NA | NA | NA | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) | NA |
| 21 | Companies Act, 2013 | Section 149 read with Rule 4 | Independent Director |
|
10 Crores or more | 100 Crores or more | – | – | Outstanding loans, debentures and deposits, exceeding 50 Crores | NA | NA | NA | NA | NA | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) | For Section 8 Company, Government Company and IFSC Companies, section 149 is applicable with modifications |
| 22 | Companies Act, 2013 | Section 151 read with Rule 7 | Appointment of Small Shareholder’s Director | Listed Company | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | – | – | – | – | Upon notice of not less than 1000 small shareholders or 1/10th of the total number of such shareholders, whichever is lower | NA |
| 23 | Companies Act, 2013 | Section 173 | First Board Meeting |
|
– | – | – | – | Within 30 days from the date of incorporation | – | – | – | – | Within 30 days from the date of incorporation | – | – | – | – | Within 30 days from the date of incorporation (SEBI Regulations to be considered) |
For Section 8 Company, and IFSC Companies, section 173 is applicable with modifications |
| 24 | Companies Act, 2013 | Section 177 read with Rule 6 | Constitution of Audit Committee |
|
10 Crores or more | 100 Crores or more | – | – | Outstanding loans, debentures and deposits, exceeding 50 Crores | NA | NA | NA | NA | NA | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable | For Section 8 Company, Government Company and IFSC Companies, section 177 is applicable with modifications |
| 25 | Companies Act, 2013 | Section 177 read with Regulation 18 (LODR) | Audit Committee Meeting |
|
– | – | – | – | 4 times in a year (Gap of not more than 120 days between 2 meetings) | NA | NA | NA | NA | NA | – | – | – | – | 4 times in a year (Gap of not more than 120 days between 2 meetings) (SEBI Regulations to be considered) |
For Section 8 Company, Government Company and IFSC Companies, section 177 is applicable with modifications |
| 26 | Companies Act, 2013 | Section 177 read with Rule 7 | Vigil Mechanism Policy |
|
– | – | – | – | Companies:
|
– | – | – | – | Companies:
|
No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) | For Section 8 Company, Government Company and IFSC Companies, section 177 is applicable with modifications |
| 27 | Companies Act, 2013 | Section 178(1) read with Rule 6 | Constitution of Nomination and Remuneration Committee |
|
10 Crores or more | 100 Crores or more | – | – | Outstanding loans, debentures and deposits, exceeding 50 Crores | NA | NA | NA | NA | NA | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) | For Section 8 Company, Government Company and IFSC Companies, section 178 is applicable with modifications |
| 28 | Companies Act, 2013 | Section 178 read with Regulation 19 (LODR) | Nomination and Remuneration Committee Meeting |
|
– | – | – | – | Atleast once in a year | NA | NA | NA | NA | NA | – | – | – | – | Atleast once in a year (SEBI Regulations to be Considered) |
For Section 8 Company, Government Company and IFSC Companies, section 178 is applicable with modifications |
| 29 | Companies Act, 2013 | Section 178(5) and Rule 7 | Constitution of Stakeholders Relationship Committee |
|
– | – | – | – | Company having more than 1000 shareholders, debenture-holders, deposit-holders and any other security holders | – | – | – | – | Company having more than 1000 shareholders, debenture-holders, deposit-holders and any other security holders | – | – | – | – | Company having more than 1000 shareholders, debenture-holders, deposit-holders and any other security holders | For Section 8 Company, Government Company and IFSC Companies, section 178 is applicable with modifications |
| 30 | Companies Act, 2013 | Section 178 read with Regulation 20 (LODR) | Stakeholders Relationship Committee Meeting |
|
– | – | – | – | Atleast once in a year | – | – | – | – | Atleast once in a year | – | – | – | – | Atleast once in a year | For Section 8 Company, Government Company and IFSC Companies, section 178 is applicable with modifications |
| 31 | Companies Act, 2013 | Section 203 read with Rule 8 | Appointment of KMP |
|
10 Crores or more | – | – | – | – | NA | NA | NA | NA | NA | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) | For Government Company Section 203 is applicable with modification |
| 32 | Companies Act, 2013 | Section 203 (Proviso 2) | Appointment of an Individual as Chairperson and MD or CEO at same time | Public Company | 100 crores or more | 1000 crores or more | – | – | Public Company which are engaged in multiple businesses and have appointed CEO for each such business | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | For Government Company Section 203 is applicable with modification |
| 33 | Companies Act, 2013 | Section 203 read with Rule 8A | Appointment of Company Secretary | Private Company | NA | NA | NA | NA | NA | 10 crores or more | NA | NA | NA | NA | NA | NA | NA | NA | NA | For Government Company Section 203 is applicable with modification |
| 34 | Companies Act, 2013 | Section 204 read with Rule 9 | Secretarial Audit |
|
50 Crores or more | 250 Crores or more | – | – | Companies having outstanding loans, debentures and deposits, from banks and PFIs exceeding 100 Crores or more | – | – | – | – | Companies having outstanding loans, debentures and deposits, from banks and PFIs exceeding 100 Crores or more | No Limit Specified | No Limit Specified | No Limit Specified | No Limit Specified | Yes (Applicable) | NA |
| 35 | Limited Liability Partnership Act, 2008 | Section 2(1)(ta) | Small LLP | Specified Class of LLP |
LLP whose:
|
NA | ||||||||||||||
| 36 | Limited Liability Partnership Act, 2008 | Section 35 read with Rule 25(2) | Certificate from DP for authenticity of Annual Return | Specified Class of LLP |
LLP whose:
|
NA | ||||||||||||||
| Abbreviation | Full Form |
|---|---|
| OPC | One Person Company |
| NBFC | Non-Banking Financial Company |
| HFC | Housing & Finance Company |
| CG | Central Government |
| FY | Financial Year |
| AGM | Annual General Meeting |
| KMP | Key Managerial Personnel |
| SBO | Significant Beneficial Ownership |
| CARO | Companies (Auditor’s Report) Order, 2020 |
| OPC | One Person Company |
| OPC | One Person Company |
| OPC | One Person Company |
| OPC | One Person Company |