1. CSR Applicability (Sec 135)
a) Applicable to all companies included public, private, foreign, government companies having:
Turnover more than or equal to Rs 1,000 crore or
Net Worth more than or equal to Rs 500 crore or
Net Profit more than or equal to Rs 5 crore during any Financial Year.
b) At least more than or equal to 2% of average net profits of last 3 years must be spend on CSR activities.
2. Internal Audit (Sec 138)
a) Mandatory for Listed Companies.
b) Unlisted Public Companies has to appoint the Internal Auditor if:
Turnover more than or equal to Rs 200 crores or
Outstanding Loans or Borrowings from Banks or Public Financial Institutions more than or equal to Rs 100 crores or
Paid up Share Capital more than or equal to Rs 50 crores or
Outstanding Deposits more than or equal to Rs 25 crores.
c) Private Companies has to appoint Internal Auditor if:
Turnover more than or equal to Rs 200 crores or
Outstanding Loans or Borrowings from Banks or Public Financial Institutions more than or equal to Rs 100 crores.
3. CARO (Companies Auditor Report Order), 2016 Applicability
a) Applicable to Foreign Companies also.
b) Not Applicable to
Banking Company,
Insurance Company,
Section 8 Company,
One Person Company (OPC),
Small Company,
Private Company if:
i) Its not subsidiary or holding of a Public Companies and
ii) Paid up Share Capital and Reserve & Surplus is equal to or less than Rs 1 crore as on Balance Sheet Date and
iii) Outstanding loans from Banks or Financial Institutions is equal to or less than Rs 1 crore at any point of time during the financial year and
iv) Total Revenue (including Revenue from Discontinuing Operations) is equal to or less than Rs 10 crores during the financial year.
4. Secretarial Audit [Sec 204(1)]
a) Every Listed Company
b) Every Public Company having a paid up share capital more than or equal to Rs 50 crores or
c) Every Public Company having a turnover more than or equal to Rs 250 crores.
5. Term of Auditor [Sec 139(2)]
a) This section provides that listed companies and other class of companies prescribed except one person companies and small companies shall not appoint or re-appoint -
i) an individual as auditor for more than one term of 5 consecutive years. and
ii) an audit firm as auditor for more than two terms of 5 consecutive years.
b) Rule 5 of Companies (Audit & Auditors Rules), 2014 has prescribed the following class of companies for the purpose of section 139(2) :
i) all unlisted public companies having paid up share capital of Rs 10 crore or more,
ii) all private limited companies having paid up share capital of Rs 20 crore or more,
iii) all companies having paid up share capital of below threshold limit mentioned in (ii) & (iii) above, but having borrowings from financial institutions, banks or public deposits of Rs 50 crores or more.
6. Number of Directors [Sec 149]
a) Minimum No. of Directors
i) Private Companies - 2
ii) Public Companies - 3
iii) One Person Company (OPC) - 1
b) Maximum No. of Directors - 15
If the company wants to appoint more than 15 Directors, then they can do so by passing Special Resolution.
7. Meetings of Board [Sec 173]
a) Frequency of Board Meetings
i) First Board Meeting - Every company shall hold the first meeting of the Board of Directors within 30 days of the date of its incorporation.
ii) Subsequent Board Meeting - Every company shall hold minimum 4 meetings every year provided that the gap between 2 consecutive board meetings shall not more than 120 days.
iii) Exceptions
- A dormant company, OPC, small company shall be deemed to have complied with the provisions of sec 173 if at least 1 meeting of the Board of Directors have been conducted in each half of a calender year and the gap between 2 meetings is not less than 90 days.
8. Audit Committee [Sec 177]
Audit Committee shall be constituted by the BOD of
a) every listed company,
b) all public companies with paid up share capital of Rs 10 crores or more,
c) all public companies having turnover of Rs 100 crores or more,
d) all public companies having in aggregate, outstanding loans/ borrowings/ debentures/ deposits exceeding Rs 50 crores or more.
9. Vigil Mechanism [Sec 177(9)]
a) Every listed company,
b) Companies which accept deposits from public,
c) Companies which have borrowed money from banks and public financial institutions in excess of Rs 50 crores.
10. Nomination & Remuneration Committee [Sec 178]
a) Every listed company
b) Unlisted public company with paid up share capital of Rs 10 crore or more or
c) Unlisted public company having turnover of Rs 100 crore or more or
d) Unlisted public company having in aggregate outstanding loans or borrowings or debentures or deposits exceeding Rs 50 crores or more.
11. Company to Contribute to bona fide and charitable funds etc [ Sec 181]
Prior permission of the company in general meeting is required for such contribution in case any amount in aggregate of which, in any financial year, exceed 5 percent, of its average net profits for the 3 immediately preceding financial year.
12. XBRL [General Circular No. 16/2012 Dated 06.07.2014]
a) Applicable to
i) All Companies listed with stock exchanges in India.
ii) Subsidiaries of any company listed with stock exchanges in India.
iii) All Companies having paid up share capital of Rs 5 crores and above
iv) All Companies having turnover of Rs 100 crores and above
b) Not Applicable to
i) Banking Companies
ii) Insurance Companies
iii) Power Companies
iv) Non-Banking Financial Companies
v) Housing Finance Companies
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