Compliance Based On Threshold
| S.No. | Description | Section & Rules | Threshold Limit |
| 1 | Corporate Social Responsibility Committee | 135 (1) | Every Company, whether public or private, which has
1. Net-worth of Rs. 500 Cr. or more; or 2. Turnover of Rs. 1000 Cr. or more; or 3. Net Profit (before taxes) or Rs. 5 Cr. or more In the immediately preceding financial year, shall constitute a Corporate Social Responsibility Committee of the Board consisting of 3 or more directors, out of which atleast one director shall be an independent director. Where the company is not required to appoint an independent director u/s 149(4), it shall have in its Corporate Social Responsibility Committee 2 or more directors. |
| 2 | Audit Committee | 177 Rule 6
Chapter XII |
Following companies are required to have an Audit Committee:
1. All listed companies 2. Unlisted public companies who have (a) Paid up capital of Rs. 10 Cr or more; or (b) Turnover of Rs. 100 Cr or more; or (c) In aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Cr. AND IT IS NOT APPLICABLE ON FOLLOWING COMPANIES: (I) Following unlisted public companies (a) A joint venture; (b) A wholly owned subsidiary; and (c) A dormant company u/s 455 (ii) Specified IFSC Public Companies -exempted vide Notification No. 8(E), dt. 04.0.2017. |
| 3 | Vigil Mechanism | 177 Rule 7
Chapter XII |
Following companies are required to have Vigil Mechanism through the Audit Committee for their directors and employees to report their genuine concerns or grievances:
1. The companies which accept deposits from the public. 2. The companies which have borrowed money from banks and public financial institutions in excess of Rs. 50 Cr. |
| 4 | Nomination & Remuneration Committee | 178 Rule 6
Chapter XII |
Following companies are required to have an Audit Committee:
1. All listed companies 2. Unlisted public companies who have (a) Paid up capital of Rs. 10 Cr or more; or (b) Turnover of Rs. 100 Cr or more; or (c) In aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Cr. AND IT IS NOT APPLICABLE ON FOLLOWING COMPANIES: (i) Following unlisted public companies (a) A joint venture; (b) A wholly owned subsidiary; and (c) A dormant company u/s 455 (ii) Specified IFSC Public Companies -exempted vide Notification No. 8(E), dt. 04.0.2017. |
| 5 | Appointment of Independent Director | 149(4) Rule 4
of Chapter XII. |
Following companies are required to appoint independent directors on their Board of Directors
1. All listed companies shall have atleast one-third of total number of directors. 2. Unlisted public companies who have (a) Paid up capital of Rs. 10 Cr or more; or (b) Turnover of Rs. 100 Cr or more; or (c) In aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Cr. Shall have atleast 2 directors as independent directors AND IT IS NOT APPLICABLE ON FOLLOWING COMPANIES: (i) Following unlisted public companies (a) A joint venture; (b) A wholly owned subsidiary; and (c) A dormant company u/s 455 (ii) Specified IFSC Public Companies -exempted vide Notification No. 8(E), dt. 04.0.2017. |
| 6 | Secretarial Audit Report to be annexed with Board Report | 204 Rule 9
Chapter XIII |
Following companies are required to shall annex with its Board Report a secretarial audit report given by a company secretary in practice in Form MR-3.
1. Every listed company 2. Every public company, as on the last audited balance sheet, having (a) Paid-up Share Capital of Rs. 50 Cr or more; or (b) Turnover of Rs. 250 Cr or more. 3. Every company (whether public or private) having loans or borrowings from banks or public financial institutions of Rs. 100 Cr or more as on the last audited balance sheet. |
| 7 | Appointment of Internal Auditor | 138 Rule 13 of Companies (Accounts) Rules, 2014. | Following companies are required to appoint internal auditor:
1. Every listed company 2. Every unlisted public company, as on the last audited balance sheet, having (a) Paid-up Share Capital of Rs. 50 Cr or more; or (b) Turnover of Rs. 200 Cr or more. (c) loans or borrowings from banks or public financial institutions of Rs. 100 Cr or more at any point of time during the preceding financial year. (d) Deposits of Rs. 25 Cr or more at any point of time during the preceding financial year. 3. Every private company having (a) Turnover of Rs. 200 Cr during the preceding financial year; or (b) loans or borrowings from banks or public financial institutions exceeding Rs. 100 Cr or more at any point of time during the preceding financial year. |
| 8 | Appointment of
Company Secretary |
203 Rule 8 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 | (1) Every Listed company;
(2) every unlisted public company having a paid-up share capital of Rs. 10 Cr or more. |
| 203 Rule 8A of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 | Every private company which has a paid-up share capital of Rs. 10 Cr or more. | ||
| 9 | Appointment of
Wholetime Key Managerial Personnel |
203 Rule 8 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 | Following companies shall have the following wholetime key managerial personnel:
(1) Every Listed company; (2) every unlisted public company having a paid-up share capital of Rs. 10 Cr or more. (i) Managing Director, or Chief Executive Officer or Manager and in their absence a Wholetime Director; (ii) Company Secretary; and (iii) Chief Financial Officer. |
| 203(1)
Proviso |
An individual shall not be appointed or re-appointed as the chairperson as well as MD or CEO simultaneously, unless
(a) The Articles of such a company provide otherwise; or (b) The company does not carry multiple business. |
||
| 10 | Appointment of a Woman Director | 149(1) Second
Proviso Rule 3 Chap XI |
The following class of companies shall appoint atleast one woman director –
(i) Every listed company (ii) Every other public company having (a) Paid-up share capital of Rs. 100 Cr or more; or (b) Turnover of Rs. 300 Cr or more. on the last date of latest audited financial statements. |
| Important to Note:
1. A company covered under provisions of second proviso to s.149(1) shall comply with the provisions within 6 months of its applicability. 2. Any intermittent vacancy or a woman director shall be filled by the Board before the next board meeting or within 3 months from the date of vacancy. |
