, Committee's and Compliances or Terminology to be followed as per Companies Act 2013 ~ CS GAURAV SHARMA

July 30, 2015

Committee's and Compliances or Terminology to be followed as per Companies Act 2013

XBRL 
Extensible business reporting language applicable on following set of companies who have either one of following :-
a) All companies Listed with any Stock Exchange's in India.
b) Subsidiaries of any Company Listed with any Stock Exchange's in India.
c) All companies having paid up Capital of Rs. 5 Crore (five crore)and above.
d) All companies havingTurnover of Rupees 100 Crore (one hundred crore) and above.
a)  Banking Companies
b) Insurance Companies
c)  Power Companies

d) Non-Banking Financial Companies

CARO
Companies Audit Report Order applicable on the following set of Companies which have either one of the following:-
It shall apply to Every Company Including A Foreign Company as defined in clause (42) of Section 2 of the Companies Act, 2013 except some companies.
(i)   A Banking Company(ii) An Insurance Company as defined under the
(iii) A Company Licensed to operate under Section 8 of the Companies Act;
(iv) A One Person Company
(v)  A Small Company
(vi) A Private Limited Company with;
     A Paid Up Capital and Reserves not more than Rs. 50 lac and which does not have loan outstanding exceeding Rs. 25 Lac from any bank or -Financial Institution and does not have a turnover exceeding Rs. 5 Crore at any point of time during the financial year.

CASH FLOW STATEMENT
CFS or CASH FLOW STATEMENT applicable on the following set of Companies :-
As per sub-section 40 of section 2 of Companies Act,2013
As per Definition of Section 2(40)
All Companies Except Given In Next Column required to prepare the Cash Flow Statement.
a) One Person Company
b)Small company

c) Dormant company.


ANNUAL RETURN SIGNING BY A PRACTICING COMPANY SECRETARY.
Applicable on following set of required companies :-
As per Provisions of Section 92 of Companies Act, 2013 read with sub rule 2 of Rule 11 Chapter VII, Companies (Management and Administration) Rules, 2014.
a)All Listed Companies
b)All PUBLIC Companies
c) A Private Limited Company having:
 Paid up share Capital Exceeding 50 lac; 

or

·Turnover exceeding 2 Crore


CERTIFICATION OF ANNUAL RETURN BY A PCS 
Applicable on following:-
As per Provisions of Section 92 of Companies Act, 2013 read with sub rule 2 of Rule 11 Chapter VII, Companies (Management and Administration) Rules, 2014.
a) All Lsited Companies
b) Every Company having;
Either  Paid-Up share capital of 10 Crore (Ten Crore) rupees or more 
or

Either Turnover of 50 Crore (fifty Crore) rupees or more.


INTERNAL AUDITOR  
Required in following Set of companies :-
As per Provisions of Section 138 of Companies Act, 2013 read with sub rule 1 of Rule 13 Chapter IX, Companies (Accounts) Rules, 2014.
a) All Listed Companies
b) Every unlisted PUBLICcompany having:
Either Paid Up Share capital of 50 Crore (Fifty crore) rupees or more during the preceding financial year
Either  Turnover of 200 Crore (two hundred crore) rupees or more during the preceding financial year
Either Outstanding loans or borrowings from banks or public financial institutions exceeding 100 Crore (one hundred Crore) rupees or more at any point of time during the preceding financial year; or
Either  Outstanding Deposits of25 Crore (twenty five crore) crore rupees or more at any point of time during the preceding financial year;

 and


c) Every Private Company having;
Either Turnover of 200 Crore (two hundred crore) rupees or more during the preceding financial year

or 

Either Outstanding loans or borrowings from banks or public financial institutions exceeding 100 Crore (one hundred crore) rupees or more at any point of time during the preceding financial year; or
 Every Public Company having:·   Paid up share Capital below Rs. 50 Crore



COMPANY SECRETARY IN EMPLOYMENT 

CS or Company Secretary reuired in following set of Companies :-
As per Provisions of Section 203 of Companies Act, 2013 read with Rule 8A Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
a) All Listed Companies
b)   Every other company having a paid-up share capital of Rs. 5 Crore (Five crore rupees) or more.

SECRETARIAL AUDIT REQUIREMENT 
Secretarial Audit as per section 204 of Cos Act 2013 applicable on following set of Companies :-
As per Provisions of sub section ‘1’ of Section 204 of Companies Act, 2013:
As per Provisions of Section 204 of Companies Act, 2013 read with Rule 9 Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
a)  All Listed Companies
b)  Every Public Company having;
EITHER Paid-Up Share Capital of Rs. 50 Crore (fifty crore rupees) or more; 
or
Either Every Public Company having a Turnover of Rs. 250 Crore (two hundred fifty crore rupees) or more

INDEPENDENT DIRECTOR APPOINTMENT
ID or Independent Director required to be appointed in following set of companies which comes under the preview of following :-
As per Provisions of Section 149 of Companies Act, 2013 read with Rule 4 Chapter XI, Companies (Appointment and Qualification of Directors) Rules, 2014:
a)  All Listed Companies
b) The Public Companies having Paid Up Share capital ofRs. 10 Crore (ten crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR)
c)  The Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR)

d) The Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees).


Managing Director or Whole Time director Appointment 
Following apply :-
As per Provisions of Section 203 of Companies Act, 2013 read with Rule 8 Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
a)    All Listed Companies
b)   Every Public Company having a Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more.

c)    Companies which do not fall in above limits can also appoint MD and WTD by following the procedure given under Section 196 of Companies Act, 2013.





Key Managerial Personnel Required to be appointed on following:-
As per Provisions of Section 203 of Companies Act, 2013 read with Rule 8 Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
a)    All Listed Companies
b)   Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Five crore rupees) or more.

c)    Every Private Limited Company having Paid-Up Share Capital of Rs. 5 Crore (five crore rupees) or more required to appoint Company Secretary and designate as Key Managerial Personnel.







Auditors Committee
Auditor committee required to be formed for following set of Companies :-
As per Provisions of Section 177 of Companies Act, 2013 read with Rule 6 Chapter XII, Companies (Meetings of Board and its Powers) Rules, 2014:
a)    All Listed Companies
b)   Every Public Companyhaving Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more.
c)    The Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR)

d)   The Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees).

Nominee Committee
Nominee Committee required to be formed for following set of Companies :-
As per Provisions of Section 177 of Companies Act, 2013 read with Rule 6 Chapter XII,Companies (Meetings of Board and its Powers) Rules, 2014:
a)    All Listed Companies
b)   Every Public Company having Paid-Up Share Capital of Rs. 10 Crore (Ten Crore rupees) or more.
c)    The Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR)
d)   The Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees).



Women Director
As per Provisions of Section 149 of Companies Act, 2013 read with Rule 3 Chapter XI,Companies (Appointment and Qualification of Directors) Rules, 2014:
a)    All Listed Companies
b)   Every Public Company having a Paid-Up Share Capital of Rs. 100 Crore (One Hundred crore rupees) or more; or

c)    Every Public Company having a Turnover of Rs. 300 Crore (Three Hundred Crore rupees) or more.




VIGIL MACHANISM
As per Provisions of Section 177 of Companies Act, 2013 read with Rule 7 Chapter XII, Companies (Meetings of Board and its Powers) Rules, 2014:
a)    All Listed Companies
b)   The Company which accept deposits from the public;
c)    The companies which have borrowed money from banks and public financial institutions in excess of Rs. 50 crore (Rupees Fifty Crore only).



Corporate Social Responsibilty Committee required to be formed for following set of Companies :-
As per Provisions of Section 135 of Companies Act, 2013 read with Rule 3 Chapter XI,Companies (Appointment and Qualification of Directors) Rules, 2014:
a)    Every company having net worth of rupees 500 Crore (five hundred crore) or more;
b)   Every company having turnover of rupees 1000 crore (one thousand crore) or more;

c)    Every company having net profit of rupees 5 crore (five Crore) or more.




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