Compliances based on threshold limits under the Companies Act, 2013
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- Last Updated on 27 January, 2023
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By Taxmann’s Research and Advisory Team- Corporate Laws
Table of contents
- Introduction
- Compliances based on threshold limits under the Companies Act, 2013
- Meeting Requirements
1. Introduction
With the introduction of the Companies Act, 2013 in the year 2014, the compliance burden of every Company has increased substantially irrespective of the nature of the company, be it a Private Limited Company, Public Limited Company, Listed Company, Small Company, Section-8 Company or a One Person Company (OPC).
In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies must adhere to all the applicable compliances within the specified due dates. Any non-compliance on the part of companies often results in heavy penalties. It is a good practice to keep a track of the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.
Under the Companies Act, 2013, there are various compliances to be done on a time to time basis. For a better understanding of the same, we have categorized the various Compliances on the following basis:
(a) Event-based compliances: Compliance to be done on the occurrence or happening of a certain event, like Filing of E- form INC-22 on shifting of Registered Office of the Company.
(b) Time-based compliance: Compliances to be done on an annually, half-yearly, quarterly basis, like Filing of E- form AOC-4 and MGT-7.
(c) Specific Criteria based Compliance: Some compliances are based on paid-up share capital, turnover or any other specific requirement like the requirement to file E-Form AOC-4 (XBRL), Appointment of Company Secretary, etc.
In addition to the above-mentioned compliances, a listed company is also required to make various Quarterly, half-yearly, and event-based compliances and disclosures under the following regulations:
(a) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
(b) Compliances under SEBI (Depositories and Participants) Regulations, 2018
(c) Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(d) Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015
This write-up also discusses in detail the compliances w.r.t. to holding of Annual General Meeting (AGM), Minimum no. of Board Meetings/Committee Meetings as required under the Law.
2. Compliances based on threshold limits under the Companies Act, 2013
|
Section |
Provision |
Applicability |
Exemption |
Due Date |
Form no. |
Reporting Authority |
|
Section 137 |
XBRL |
a) Listed Companies b) Indian Subsidiaries of Listed Companies c) Companies having Paid up Share Capital of 5 Cr. or more d) Companies having turnover of 100 Cr. or more e) Companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015 |
a)Non-Banking Financial Companies b) Banking Companies c) Insurance Companies d) Housing Finance Companies |
30 days from conclusion of AGM |
AOC – 4 XBRL |
ROC |
|
CARO, 2020 Companies (Auditor’s Report) Order, 2020 |
Every company, including a foreign company as defined in sec 2 (42) |
a) A Banking Company b) An Insurance Company c) A Section 8 Company d) One Person Company e) A Small Company f) A Private Limited satisfying the following conditions: 1) Company which is not a holding of public company 2) Company which is not a subsidiary of public company 3) Paid-up capital and reserve and surplus of not exceeding Rs. 1 crore 4) Total borrowings from any bank or financial institution at any point of time during the financial year 5) Total revenue as disclosed in Scheduled III to the Companies Act (including revenue from discontinuing operations) does not exceed 10 Crores |
NA |
NA |
An annexure of CARO is to be attached with statutory Auditor’s Report |
|
|
Cash Flow Statement |
All companies except those exempted need to prepare the Cash Flow Statement |
a) One Person Company b) Small company c) Dormant company d) private company (if it is a start-up) |
NA |
NA |
NA |
|
|
Section 138 |
Internal Auditor |
(i) paid up share capital of fifty crore rupees or more during the preceding financial year; or (ii) turnover of two hundred crore rupees or more during the preceding financial year; or (iii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year; or (iv) outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and (c) every private company having- (i) turnover of two hundred crore rupees or more during the preceding financial year; or (ii) Outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year |
Companies not falling under the criteria as specified in column C |
Annually |
MGT-14 |
Registrar of companies |
|
Section 92 |
Certification by a Company Secretary on Annual return |
|
Companies not falling under the criteria as specified in column C |
To be annexed with E- form MGT-7(filed within 60 days from date of AGM) |
MGT – 8 |
Registrar of Companies |
|
Section 203 |
Appointment of Company Secretary |
a) All listed Companies or b) Companies having a paid-up share capital Rs. 10 Crore or more |
Companies not falling under the criteria as specified in column C |
Within 30 days from the board meeting in which appointment is approved |
DIR – 12 |
Registrar of companies |
|
Section 204 read with Section 117 |
Secretarial Audit |
a) Every listed company b) Every public company having a paid-up share capital of 50 crore or more in an immediate preceding FY c) Every public company having a turnover of 250 crore rupees or more in an immediate preceding FY or d) Every Company having loans or borrowings from banks or public financial institutions of 100 crore rupees or more in an immediate preceding FY |
Companies not falling under the criteria as specified in column C |
Within 30 days from the board meeting in which appointment is approved |
MGT-14 |
Board of directors |
|
Section 149 (6) |
Independent director |
a) Listed company b) Public companies with paid-up share capital of Rs. 10 crore or more c) Public companies with a turnover of Rs. 100 crore or more d) public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores |
1) Joint Venture 2) wholly owned subsidiary 3) Dormant Companies |
Within 30 days from the board meeting in which appointment is approved |
DIR – 12 |
Registrar of companies |
|
Section 203 |
Key Managerial Personnel (other than CS) |
a) All listed companies b) All those Public companies that have paid-up share capital of Rs. 10 Crore or more |
Private Companies are exempted from filing E –form MR-1 |
1) Within 30 days from the board meeting in which appointment is approved
2) In case of appointment of MD/WTTD/Manager MR-1 is also required to be filed Within 60 days from the date of appointment |
1) DIR – 12
2) MR-1 |
Registrar of companies |
|
Section 177 |
Audit Committee |
a) All listed Public Companies b) Public companies with paid-up share capital of Rs. 10 crore or more c) Public companies with a turnover of Rs. 100 crore or more d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores |
IFSC Public Companies |
|||
|
Section 178 |
Nomination and Remuneration Committee |
a) All listed Public Companies b) Public companies with paid-up share capital of Rs. 10 crore or more c) Public companies with a turnover of Rs. 100 crore or more d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores |
IFSC Public Companies |
|||
|
Section 178 |
Stakeholders Relationship Committee |
a) All listed Public Companies b) Public companies with paid-up share capital of Rs. 10 crore or more c) Public companies with a turnover of Rs. 100 crore or more d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores |
IFSC Public Companies |
|||
|
Section 149 (1) |
Women Director |
a) Listed companies b) Public Companies having a Paid-Up Share Capital of Rs. 100 Crore or more; or c) Public Companies having a turnover of Rs. 300 Crore or more |
Within 30 days from the board meeting in which appointment is approved |
DIR – 12 |
Registrar of companies |
|
|
Section 177 (9) |
Vigil Mechanism |
a) All listed companies b) The company accepting deposits from the general public; c) The companies that already have taken money from banks and public financial institutions in excess of Rs. 50 crores |
IFSC Public Companies |
|||
|
Section 135 |
Corporate Social Responsibility Committee |
Companies Having: (a) having net worth of Rs. 500 Crores or more during the immediately preceding Financial Year (b) turnover of Rs. 1000 crores or more during the immediately preceding Financial Year (c) net profit of Rs. 5 crore or more during the immediately preceding Financial Year |
Companies not falling under the criteria as specified in column C |
For F.Y. 2020-21: 31st May, 2022 For F.Y. 2021-22 and onwards: As an addendum to Form AOC-4/ AOC-4 XBRL/ AOC-4 NBFC as the case may be |
CSR-2 |
3. Meeting Requirements
|
Applicable Section |
Type of Meeting |
Time line for holding meeting |
Exemptions/Relaxation, if any |
|
Section 173 |
First Board Meeting |
Within 30 days from the date of incorporation |
IFSC Public Companies1 IFSC Private Companies2. OPC having 1 Director3 |
|
Section 173 |
Subsequent Board Meeting |
Minimum 4 meetings in a year. The gap between 2 meetings should not exceed 120 days |
IFSC Public Companies1 IFSC Private Companies2. Section-8 Companies4 One Person Company, Small Company, Dormant Company, Start-up Private Company 5 OPC having 1 Director3 |
|
Section 96 |
First AGM |
Within 9 months from the closure of first financial Year |
One Person Company |
|
Section 96 |
Subsequent AGM |
30th Sep (Within 6 months from the closure of the financial Year) Further the gap between 2 AGM should not exceed 15 months |
One Person Company |
|
Section 177 and Reg 18 of LODR |
Audit Committee meeting |
Minimum 4 times in a year and gap between two meetings should not exceed 120 days |
All Companies except listed companies can hold the meeting as and when necessary |
|
Section 178 and Reg 19 of LODR |
Nomination and Remuneration Committee meeting |
At least once in a year |
All Companies except listed companies can hold the meeting as and when necessary |
|
Section 178 and Reg 20 of LODR |
Stakeholders Relationship Committee meeting |
At least once in a year |
All Companies except listed companies can hold the meeting as and when necessary |
|
Regulation 21 of LODR |
Risk Management Committee |
At least twice in a year |
All Companies except listed companies |
|
Section 135 |
CSR Committee meeting |
As and when company feel necessary |
-
- IFSC Public Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year. – Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017.
- IFSC Private Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year- Exemption Notification to specified IFSC Private Companies, GSR 09 (E) dated 04.01.2017.
- Provisions of Board meeting shall not apply to an OPC having only 1 Director- Proviso to Section 173 (5).
- Section 8 companies shall hold at least one meeting within every six calendar months- Notification no. G.S.R. 466(E) dated 5th June, 2015.
- A One Person Company, small company, dormant company and a private company (if such private company is a start-up) shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days Section 173 (5)
Dive Deeper
Compliance Calendar for Section 8 Companies
Compliance Calendar for One Person Company & Small Company
Compliance Calendar for Listed Companies
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