Applicability of various Rules and Provision for Classes of Companies

January 31, 2020 ADMS 0 Comments

Article contains the various Rules and section that are applicable to class or classes of companies as per companies Act, 2013. It explains Applicability of Cash Flow Statement, Annual Return and Company Secretary (CS) in practice, Certification of Annual Return by a CS in practice, Corporate Social Responsibility, Internal Auditor, Women Director, Appointment & Reappointment of Auditor, Auditors Committee, Nomination and Remuneration Committee, Vigil Mechanism, Related Party Transactions, Managing Director/ Whole Time Director, Key Managerial Personnel, Appointment of CS by a Company, Secretarial Audit, Independent Director, XBRL Filing and CARO Reporting.

S.no.	Provision in relation to	U/s of Companies Act 2013 / Rule	Applicability / Non-applicability & conditions thereto
1.	Applicability of Cash Flow Statement (CFS)	2 (40)	Following Companies need not to prepare CFS as a part of financial statements. (i) One person company (ii) Small company (iii) Dormant company
2.	Annual return and CS in practice	92(1)	For the following companies, a director may sign the Annual return, where there is n CS: (i) One person company (ii) Small company
3.	Certification of Annual Return by a CS in practice	92(2), Rule 11(2) of The Companies(Management and Administration) Rules, 2014	The following companies shall get their annual returns certified by a CS in practice: 1. All Listed Companies 2. All Companies with Paid Up Capital of `10 Crores or more 3. All companies with turnover of `50 Crores or more
4.	Corporate Social Responsibility (“CSR”)	135(1), Rule 3 – The Companies (Corporate Social Responsibility Policy) Rules, 2014	The following companies shall form a CSR Committee for formation, implementation and compliance of a CSR Policy: for All companies, if during the financial year, have Net Worth of Rs. 500 Crores or more or Turnover of Rs. 1000 Crores or more or Net Profit of Rs. 5 Crores or more
5.	Internal auditor	138(1), Rule 13(1) of Companies (Accounts) Rules, 2014	The following companies are required to appoint an internal auditor: 1. All Listed Companies 2. All Unlisted Public Companies having, during the preceding financial year, Paid-up Share Capital of Rs. 50 crores or more, or Turnover of Rs. 200 crores or more, or Outstanding loans/ borrowings from banks/ public financial institutions of Rs. 100 crores or more at any point of time, or Outstanding deposits of Rs. 25 crores or more at any point of time 3. All Private Companies having, during the preceding financial year, Turnover Rs. 200 crores or more, or, Outstanding loans/ borrowings from banks/ public financial institutions of Rs. 100 crores or more at any point of time
6.	Women Director	149(1), Rule 3 of Companies(Appointment and Qualification of Directors) Rules, 2014	The following companies shall appoint atleast 1 woman director 1. All Listed Companies, or, 2. Other Public Companies having, Paid-up Share Capital of Rs. 100 crores or more, or, Turnover of Rs. 300 crores or more Certain companies shall not appoint or re-appoint: An individual as auditor for more than 1 term of 5 consecutive years; and An audit firm as auditor for more than 2 terms of 5 consecutive years The Companies to which the above provision is not applicable are: One Person Company and Small Companies
7.	Appointment & Re-appointment of Auditor	139(2), Rule 5 of Companies (Audit and Auditors) Rules, 2014	The Companies to which the provision is applicable are: All Listed Companies, or, All Unlisted Public Companies with Paid-up Share Capital of Rs. 10 crores or more, or, All Private Limited Companies with Paid-up Share Capital of Rs. 20 crores or more, or, All Companies with Paid-up Share Capital less than the threshold limit mentioned above, but having public borrowings from financial institutions, banks or public deposits of Rs. 50 crores.
8.	Auditors Committee, Nomination and Remuneration Committee	177(1), 178(1) Rule 6 of Companies (Meetings of Boad and its powers) Rules, 2014	The following companies shall constitute an Audit Committee and a Nominaton and Remuneration Committee of the Board: 1.All Listed Companies, or, 2. Other Public Companies having, Paid-up Share Capital of Rs. 10 crores or more, or, Turnover of Rs. 100 crores, or, In aggregate, outstanding loans, borrowings, debentures or deposits of Rs. 50 crores.
9.	Managing Director/ Whole Time Director, Key Managerial Personnel	203(1), Rule 8 of Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014	The following companies are required to appoint a whole-time key managerial personnel, who may be a managing director, a CEO, a director or a CFO: All Listed Companies, or, All Public Companies having a Paid-Up Share Capital of ` 10 crores or more
10.	Appointment of CS by the Company	203(1), Rule 8A of Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014	The following companies are required to appoint a whole-time company secretary All Listed Companies, or, All Public Companies having a Paid-Up Share Capital of ` 10 crores or more All Other Companies having a Paid-up Share Capital of ` 5 crores or more
11.	Secretarial Audit	204(1), Rule 9 of Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014	The following companies shall annex a secretarial audit report, given by a company secretary in practice, with its Board’s report: All Listed Companies, or, All Public Companies having a Paid-up Share Capital of Rs. 50 crores or more, or, All Public Companies having a turnover of Rs. 250 crores or more.
12.	Independent Director	204, Rule 4 of Companies (Appointment and Qualificationof Directors) Rules, 2014	Every listed public company shall have at least 1/3rd of the total number of directors as independent directors The following companies shall have atleast 2 directors as independent directors: All Public Companies having Paid-up Share Capital of Rs. 10 crores or more, or, All Public Companies having turnover of Rs. 100 crores or more, or, All Public Companies which, in aggregate, have outstanding loans, debentures and deposits of more than Rs. 50 crores
13.	XBRL Filing	General Circular no.16/2012 dated 6th July, 2012	The following companies shall file their Balance-sheet and Profit & Loss Account with the Ministry in XBRL Mode All Companies Listed with any Stock Exchange in India and their Indian Subsidiaries, or, All Companies having Paid-up Share Capital of ` 5 crores or more, or, All Companies having turnover of ` 100 crores or more. The following companies shall be exempted from filing their Balance-sheet and Profit & Loss Account in XBRL Mode, even if they fulfill the above criteria: Banking Companies Insurance Companies Power Companies Non-Banking Financial Companies
14.	CARO Reporting	Companies (Auditor’s Report) Order, 2016	The following companies need not follow the CARO: Insurance Companies Banking Companies Section 8 Companies One Person Companies Small Companies A Private Limited Company Having Paid-up Share Capital of ` 1 crore or more, and Which does not have loan outstanding of more than ` 1 crore from any bank or financial institution, and, Which does not have a total revenue of more than ` 5 crores during the financial year.