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Threshold Limits Under The Companies Act, 2013

Updated on: Jun 17th, 2024

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7 min read

The Companies Act, 2013 (“Act”) regulates the companies incorporated under the Act. It provides certain compliances which the company has to fulfil. These compliances, followed by the companies registered under the Act, depend on the threshold limits prescribed by the Act. If the company comes under the threshold limits prescribed by the Act for the particular provision, then the respective company must abide by that provision. 

The provisions which prescribe threshold limits under the Act are Duly Certified Annual Return by a Company Secretary in practice, Corporate Social Responsibility Committee, Internal Auditor, Appointment & reappointment of Auditor, Women Director, Independent Director, Auditors Committee, Nomination and Remuneration Committee, Vigil Mechanism, Key Managerial Personnel, Whole-time Company Secretary, Secretarial Audit and Filing of Balance Sheet and Profit and Loss Account in Extensible Business Reporting Language (XBRL) Mode. 

The following table states the provisions which prescribe the threshold limits under the Act.

Sl. No.Provision
 
Section ApplicableThreshold Limit Prescribed for the Provision
1.Certification of Annual Return by a Company SecretarySection 92 of Companies Act, 2013 read with Rule 11(2) of Chapter VII – Companies (Management and Administration) Rules, 2014     1. All listed companies, or
     2. Any company having a paid-up share capital of Rs. 10 crore or more or a turnover of Rs.50 crore or more.
2.Corporate Social Responsibility Committee Section 135 of Companies Act, 2013     1. Every company having a net worth of Rs.500 crore or more, or
     2. Every company with a turnover of Rs.1000 crore or more, or
     3. Every company with a net profit of Rs.5 crore or more, during the immediately preceding financial year.
3.Internal AuditorSection 138 of Companies Act, 2013 read with Rule 13(1) of Chapter IX – Companies (Accounts) Rules, 2014     1. Every listed company,
     2. Every unlisted public company having – 
       i) Paid-up share capital of Rs.50 crore or more during the preceding financial year, or
     ii) Turnover of Rs.200 crore or more during the preceding financial year, or 
     iii) Outstanding loans or borrowings from banks or from public financial institutions exceeding Rs.100 crore or more at any point of time during the preceding financial year, or 
     iv) Outstanding deposits of Rs.25 crore or more at any point of time during the prior financial year,
     3. Every Private Company having – 
     i) Turnover of Rs.200 crore or more during the preceding financial year, or
     ii) Outstanding loans or borrowings from banks or public financial institutions exceeding Rs.100 crore or more at any point of time during the preceding financial year.
4.Appointment & Reappointment of AuditorSection 139 of Companies Act read with Rule 5 of Chapter X – Companies (Audit and Auditors) Rules, 2014     1. All listed companies, or
     2. Every unlisted public company having paid-up share capital of Rs.10 crore or more, or
     3. All private limited companies having paid-up share capital of Rs.20 crore or more, or
     4. Every company which has borrowed from financial institutions, banks or public deposits of Rs.50 crore or more.
5.Women Director Section 149 of Companies Act, 2013 read with Rule 3 of Chapter XI – Companies (Appointment and Qualification of Directors) Rules, 2014     1. All listed companies, or
     2. All other public companies having a paid-up share capital of Rs.100 crore or more, or
     3. All other public companies having a turnover of Rs.300 crore or more.
6.Independent DirectorSection 149 of Companies Act read with Rule 4 of Chapter XI – Companies (Appointment and Qualification of Directors) Rules, 2014     1. Every listed company, or
     2. All public companies having paid-up share capital of Rs.10 crore or more, or 
     3. Public companies having a turnover of Rs.100 crore or more, or
     4. All public companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding rupees Rs.50 Crore.
7.Auditors CommitteeSection 177 of Companies Act, 2013 read with Rule 6 of Chapter XII – Companies (Meetings of Board and its Powers) Rules, 2014     1. Every listed company, or
     2. Every public company having a paid-up share capital of Rs.10 crore or more, or
     3. Every public company having a turnover of Rs.100 crore or more, or
     4. Every public company having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.50 crore or more.
8.Nomination and Remuneration CommitteeSection 177 of Companies Act, 2013 read with Rule 6 of Chapter XII – Companies (Meetings of Board and its Powers) Rules, 2014     1. Every listed company, or
     2. Every public company having a paid-up share capital of Rs.10 crore or more, or
     3. Every public company having a turnover of Rs.100 crore or more, or
     4. Every public company having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.50 crore or more.
9.Vigil MechanismSection 177 of Companies Act read with Rule 7 of Chapter XII – Companies (Meetings of Board and its Powers) Rules, 2014     1. Every listed company, or
     2. All companies accepting deposits from the general public, or
     3. All companies which have borrowed money from banks and public financial institutions above Rs.50 crore or more.
10.Key Managerial PersonnelSection 203 of Companies Act read with Rule 8 of  Chapter XIII – Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014      1. Every listed company, or
     2. All other public companies having a paid-up share capital of Rs.10 crore or more.
11.Whole-time Company SecretarySection 203 of Companies Act, 2013 read with Rule 8A of Chapter XIII – Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014     1. Every listed company, or
     2. All other public companies having a paid-up share capital Rs.10 crore or more, or
     3. All other private companies having a paid-up share capital of Rs.10 crore rupees or more.
12.Secretarial AuditSection 204 of Companies Act, 2013 read with Rule 9 of Chapter XIII – Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014     1. Every listed company, or 
     2. All other public companies having a paid-up share capital of Rs.50 crore or more, or
     3. All other public companies having a turnover of Rs.250 crore or more.
13.XBRLMCA General Circular No. 16/2012 dated: 06.07.2012     1. Every company listed with any Stock Exchange(s) in India and their Indian Subsidiaries, or
     2. Every company having a paid-up capital of Rs.5 crore and above, or
     3. Every company having a turnover of Rs.100 crore and above.

Disclaimer: The materials provided herein are solely for information purposes. No attorney-client relationship is created when you access or use the site or the materials. The information presented on this site does not constitute legal or professional advice and should not be relied upon for such purposes or used as a substitute for legal advice from an attorney licensed in your state.

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Quick Summary

The Companies Act, 2013 sets threshold limits for various provisions like Annual Return Certification, CSR Committee, Auditor Appointment, Women Director, etc. Compliance is based on these limits. Note: This is for informational purposes only; not legal advice.

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