Sr.

No.

Provisions

Section/Rule

Criteria for Applicability

1.

Woman Director

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

Appoint at least one woman director:

-       Every listed company

-       Every other public company

having-

·      Paid up share capital of one hundred Crore rupees or more; or

·      Turnover of three hundred crore rupees or more.

2.

Independent

Director  

Section 149(6) and Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014

·      Every listed public company shall have at least one-third of the total number of directors as ID

·      Unlisted Public Company should have at least two directors:

-       Public Companies having paid up share capital of ten crore rupees or more; or

-       Public Companies having turnover of one hundred crore rupees or more; or

-       Public Companies which have, in aggregate,

-       outstanding loans, debentures and deposits, exceeding fifty crore rupees (i.e. more than and not equal to fifty crore)

3.

Audit Committee

Section 177(1)  and Rule 6 of Companies (Meetings of Board and Its Powers) Rules 2014

The BOD of:

-       Every listed Public Company and

-       The Public Companies:

·      Having paid up share capital of ten crore rupees or more; or

·      Having turnover of one hundred crore rupees or more; or

·      Which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees

4.

Vigil Mechanism

Section 177(9) and Rule 7

of Companies (Meetings of Board and Its Powers) Rules 2014 

 Vigil Mechanism for directors and employees of following Companies:

-       Every Listed Company

-       The Companies –

·      Which accept deposits from the Public;

·      Which have borrowed money from Banks and Public Financial Institutions in excess of fifty crore rupees

5.

Nomination and Remuneration Committee

Section 178 and Rule 6 of Companies (Meetings of Board and Its Powers) Rules 2014

-       Every listed Public Company and

-       The Public Companies:

·      Having paid up share capital of ten crore rupees or more; or

·      Having turnover of one hundred crore rupees or more; or

·      Which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees

(NRC Committee consists of three or more non-executive directors out of which not less than one-half shall be independent directors)

6.

Stakeholder Relationship Committee

Section 178(5)

The BODs of a Company consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year (a – every)

(SRC committee consist of a chairperson who shall be a non-executive director and such other members as may be decided by the Board

7.

Corporate Social Responsibility

Section 135

Every Company, during the immediately preceding financial year, having –

-       Net worth of rupees five hundred crore or more, or

-       Turnover of rupees one thousand crore or more, or

-       A net profit of rupees five crore or more

(CSR committee of the Board consist of three or more directors, out of which at least one director shall be an Independent Director)

8.

Key Managerial Personnel

Section 203 and Rule 8 and Rule 8-A of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Appointment of whole-time Key Managerial Personnel by:

-       Every Listed Company

-       Every other Public Company having a paid up share capital of ten crore rupees or more

Appointment of Whole-time Company Secretary by:

-       Every private Company which has a paid up share capital of ten crore rupees or more

9.

Small Shareholders Director

Section 151 and Rule 7 of Companies (Appointment and Qualification of Directors) Rules, 2014

A Listed Company may have one director elected by small shareholders, upon Notice of:

-       Not less than one thousand small shareholders or

-       one-tenth of the total number of such shareholders,

(Whichever is lower)

·      Small shareholders is a shareholder holding shares of Nominal Value of not more than twenty thousand rupees or such other sum as may be prescribed

10.

Voting through Electronic means

Section 108 and Rule 20(2) of Companies (Management and Administration)Rules 2014

-       Every Company which has listed its equity shares on a recognised stock exchange and

-       Every Company having not less than one thousand members

11.

Annual Return Certification

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

-       A listed Company, or

-       A Company having –

·      paid-up share capital of ten crore rupees or more or

·      Turnover of fifty crore rupees or more

(Shall be certified by a Company Secretary in Practice in Form No. MGT-8)

12.

XBRL filing

Section 137 and Rule 12 of Companies (Accounts) Rules 2014

·      Companies listed with stock exchanges in India and their Indian subsidiaries;

·      Companies having paid up capital of five crore rupees or above;

·      Companies having turnover of one hundred crore rupees or above;

13.

Internal Audit

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

-       Every listed company;

-       Every unlisted pubic company having –

·      Paid up share capital of fifty crore rupees or more during the preceding financial year; or

·      Turnover of two hundred crore rupees or more during the preceding financial year; or

·      Outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the financial year and

-       Every Private Company having-

·      Turnover of two hundred crore rupees or more during the preceding financial year; or

·      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

14.

Postal Ballot

Section 110

Rule 22 of the Companies (Management and Administration) Rules, 2014 and SS-2 (Secretarial Standard on General Meeting).

-       Every Listed Companies

-       Every other Public Company having members more than 200

·      (The companies which are listed on SME exchange and Institutional Trading platform are not included.)

15.

Public Deposit

Section 76(1) and Rule 2 of Companies (Acceptance of Deposits) Rules, 2014

Eligible Public company must have:

-       A Net worth of not less than one hundred crore rupees or

-       A turnover of not less than five hundred crore rupees

-       Also which has obtained prior consent of members in general meeting through special resolution and filed said resolution with ROC

16.

Term of Auditors

Section 139(2) and Rule 5 of Companies (Audit and Auditors) Rules, 2014

-       All listed companies or

-       All unlisted public companies having paid up share capital of rupees ten crore or more

-       All private limited companies having paid up share capital of rupees fifty crore or more

-       All Companies having paid up share capital below threshold limit mentioned in (a) and (b) above, but having public borrowings from financial institutions, banks or public deposits of rupees fifty crores or more

(excluding OPC and small companies)

-shall not appoint or reappoint –

* an individual as auditor for more than one term of five consecutive years and

* an audit firm as auditor for more than two terms of five consecutive years

·      No eligible for re-appointment for five years from the completion of the term in the same Co.

17.

Secretarial Audit

Section 204   and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

-       Every Listed Company

-       Every public Company having a paid-up share capital of fifty crore rupees or more; or

-       Every public company having a turnover of two hundred fifty crore rupees or more; or

-       Every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more

(All above Existing on the last date of latest audited financial statements

Secretarial Audit Report shall be in Form No. MR-3)

18.

Cost Records

Section 148(1) Rule 3 of Companies (Cost Records and Audit) Rules 2014

-       The Companies including foreign companies

-       an overall turnover from all its products and services of rupees thirty-five crore or more during the immediately preceding financial year

19.

Cost Audit

Section 148 and Rule 3,4 of Companies (Cost Records and Audit) Rules 2014

-       The overall annual turnover of the company from all its products and services during the immediately preceding financial year is rupees fifty crore or more and the aggregate turnover of the individual product or products or service or services

-       The overall annual turnover of the company from all its products and services during the immediately preceding financial year is rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services is rupees thirty-five crore or more.

20.

Small Company

Section 2(85)

-       a company, other than a public company –

·      paid up share capital of which does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than ten crore rupees; and

·      turnover of which as per profit and loss account for the immediately preceding financial year does not exceed twenty crore rupees or such higher amount as may be prescribed which shall not be more than one hundred crore rupees

-       provided that nothing in this clause shall apply to –

(A) a holding company or a subsidiary company;

(B)  a company registered under Section 8; or

(C) a company or body corporate governed by any special act;

21

CSR committee (Corporate Social Responsibility

Section 135 and Rule 3 of Companies (Corporate Social Responsibility) Rules, 2014

Every Company, during the immediately preceding financial year:

-       Having Net worth of Rupees five hundred crore or more; or

-       Having turnover of rupees One thousand crore or more; or 

-       A net profit of rupees five crore or more;