LIMITS BASED PROVISIONS WITH CONSEQUENCES ON NON-COMPLIANCE UNDER COMPANIES ACT, 2013

LIMITS BASED PROVISIONS WITH CONSEQUENCES ON NON-COMPLIANCE UNDER COMPANIES ACT, 2013
Sl No Particulars Relevant Sec(s) Rule(s) Rule No Class of Companies Exemption/  Non Applicability Share Capital Turnover Net Profit Net Worth Loan/ Debentures/ Deposits Defaulter Penalty/ Imprisonment on Non compliance Additional Note
1 Appointment of Key Managerial Person (Whole Time KMP) i.e., MD, CEO, Manager, WTD, CFO
Form MR. 1, Return of Appointment within 60 days, MR 2, DIR 12
203(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 8 Every Listed and every other Public Company with Paid up share Capital of Rs. 10 Cr. Or  more. Public Company with Paid up Capital below Rs. 10 Cr and every other Private Limited  Company Rs. 10 Cr NA NA NA NA Sec 203(5) Company, Every Director, KMP in Default Sec 203(5) Company Rs. 1 Lac to 5 Lacs
Directors/ KMP upto Rs. 50K, if continuing one Rs. 1K for every day.
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2 Appointment of Company Secretary
Form MR. 1 Return of Appointment within 60 days
203 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 8A Company with Paid up share capital of Rs. 5 Cr or more and not covered under Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Company with Paid up share capital below Rs. 5 Cr Rs. 5 Cr NA NA NA NA Sec 203(5) Company, Every Director, KMP in Default Sec 203(5) Company Rs. 1 Lac to 5 Lacs
Directors/ KMP upto Rs. 50K, if continuing one Rs. 1K for every day.
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3 Secretarial Audit Report given by PCS, to be annexed with Directors Report
Form MR 3
204(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 9 Every Listed or Every other Public Company with Paid up share Capital of Rs. 50 Cr. more or every other Public Company with Turnover of Rs. 250 Cr. or more Public Company with Paid up Capital below Rs. 50 Cr and Public Company with Turnover below Rs. 250 Cr and every other Private Limited Company Rs. 50 Cr Rs. 250 Cr NA NA NA Company, Officer of the Company, PCS Rs. 1 Lac to Rs. 5 Lacs —-
4 Appointment of Woman Director on Board
Form DIR 2, DIR 12
149(1) Companies (Appointment andand Qualification of Directors) Rules, 2014 3 Every Listed and every  other Public Company with Paid up share Capital of Rs. 100 Cr. more or every other Public Company with Turnover of Rs. 300 Cr. or more, as on last Balance Sheet date Unlisted Public Company with Paid up Capital below Rs. 100 Cr or Public Company with Turnover below Rs. 300 Cr and every other Private Limited Company Rs. 100 Cr Rs. 300 Cr NA NA NA Company RS. 50K to Rs. 5 Lacs —-
5 Appointment of Independent Director on Board, atleast 2
Form DIR 2, DIR 12
149(4) Companies (Appointment and Qualification of Directors) Rules, 2014 4 Every Public Company with Paid up share Capital of Rs. 10 Cr. more or every other Public Company with Turnover of Rs. 100 Cr. or more, or Public companies with aggregate outstanding Loans, Deb, Deposits exceeding Rs. 50 Cr Public Company with Paid up share Capital below Rs. 10 Cr. and every other Public Company with Turnover below Rs. 100 Cr. , and Public companies with aggregate outstanding Loans, Deb, Deposits not exceeding Rs. 50 Cr, or
Every Private Company
Rs. 10 Cr Rs. 100 Cr NA NA Rs. 50 Cr Company Rs. 50K to Rs. 5 Lacs —-
6 Certification of Annual Return by PCS
Form MGT 7 (Annual Return) & MGT 8 (Certification by PCS)
92(2) Companies (Management and Administration) Rules, 2014 11 Every Company shall prepare Annual Return in form MGT 7, but every Listed Company or Public/Private company with paid up share capital of Rs. 10 cr or more or Turnover of Rs. 50 cr or more shall obtain certificate in MGT 8 from PCS Public/Private company with paid up share capital below Rs. 10 cr and Turnover below Rs. 50 cr Rs. 10 Cr Rs. 50 Cr NA NA NA PCS—If certifies the Return, which is not in confirmity with the requirements of provisions. Rs. 50K to Rs. 5 Lacs Every Ccompany has to file annual return under Sec 92(4), within 60 days of AGM—On failure Penalty Rs. 50K to Rs. 5 Lacs on Company and on Officer in Default
Imprisonment upto 6 months
7 Manner of Circulation of Financial Statements—In electronic mode or by dispatch of physical copies through any recognised mode of delivery
AOC 3, (Also Refer Schedule 3 and Annexure to Companies (Accounts) Rules, 2014
136(1) Companies (Accounts) Rules, 2014 11 Every Listed Company and Public Company with Net Worth of more than Rs. 1 Cr and Turnover more than Rs. 10 Cr Public Company with Net Worth of Rs. 1 Cr or less and Turnover Rs. 10 Cr or less and Every Private Limited Company NA Rs. 10 Cr NA 1 Cr NA Company and Officers of the Company Company Rs. 25K and every officer in default of the Company Rs. 5k —-
8 Appointment of Internal Auditor 138(1) Companies (Accounts) Rules, 2014 13(1) Every Listed Company, or Public Company having paid up share capital of Rs. 50 Cr or more, or Turnover Rs. 200 Cr or more, or outstanding loans or borrowings from Banks, PFI exceeding Rs. 100 Cr or more at any time during preceding year, or outstanding Deposits of Rs. 25 Cr or more at any time during previous year, or
Private Limited Company having Turnover of Rs. 200 Cr or more during preceding year or outstanding Loan from Banks, PFI exceeding Rs. 100 Cr or more at any point during preceding year.
Public Company with paid up share capital below Rs. 50 Cr, and Turnover below Rs. 200 Cr and outstanding loan upto Rs. 100 Cr and outstanding deposits below Rs. 25 Cr.
For Private Limited Companies having Turnover below Rs. 200 Cr and outstanding Loan upto Rs. 100 Cr
Rs. 50 Cr Rs. 200 Cr NA NA Rs. 100 Cr./ Rs. 25 Cr Company and Officers of the Company Company and every officer in default of the Company upto Rs. 10k
In case of continuing default, fine may extend to Rs. 1k for every day after first default
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9 Appointment of Rotational Auditor
For Individual Auditor—5 Years
For Firm of Auditors—10 Years
Form ADT 1
139(2) Companies (Audit and Auditors) Rules, 2014 5 Every Listed Company, Unlisted Public Company with Paid up share capital of Rs. 10 Cr or more, all Private Limited Companies with Paid up Share Capital of Rs. 20 Cr or more, ALL companies having Public borrowings from FI, Banks, Deposits of Rs. 50 Cr or more Unlisted Public Company with Paid up Share Capital below Rs. 10 Cr, Private Company with Paid up share capital below Rs. 20 cr, or ALL Companies with Borrowings, Deposits below Rs. 50 Cr or OPC or Small Companies For Public Companies Rs. 10 Cr,
For Private Companies Rs. 20 Cr.
NA NA NA Rs. 50 Cr Auditor/ Company In case of Auditor—Rs. 25k to Rs. 5 Lacs, but if wilfull contravention to deceive—Rs. 1 Lac to Rs. 25 Lacs
Imprisonment–If wilfull contravention by Auditor—upto 1 Year
If contravention on behalf of Company— Fine on Company Rs. 25k to Rs. 5 Lacs, on Every Officer in Default Rs. 10K to Rs. 1 Lac and/or Imprisonment which may extend to 1 Year
10 Constitution of Auditors Committee (Mini of 3 Directors with majority of Independent Directors) 177(1) Companies (Meetings of Board and its Powers) Rules, 2014 6 Every Listed Company, Unlisted Public Limited Company with Paid up share capital of Rs. 10 Cr or more, Public Companies having Turnover of Rs. 100 Cr or more, Public Company having Public borrowings from FI, Banks, Deb, Deposits of Rs. 50 Cr or more Unlisted Public Company with Paid up Share Capital below Rs. 10 Cr and Public Company with Turnover below Rs. 100 Cr and  Public Companies with Borrowings, Deb, Deposits below Rs. 50 Cr and Private Companies Rs. 10 Cr Rs. 100 Cr NA NA Rs. 50 Cr Company, Officer of the Company Company– Mini. Rs. 1 Lac, Maxi upto Rs. 5 Lacs and for Officer in Default Mini. Rs. 25k, Maxi upto Rs. 1 Lac.
Imprisonment—Upto 1 year
Paid up Share Capital or Turnover, Outstandig Loan, Borrowings, Debentures or Deposits, as existed on the date of last audited Financial Statements shall be taken into account.
11 Nomination and Remuneration Committee 178(1) Companies (Meetings of Board and its Powers) Rules, 2014 6 Every Listed Company, Unlisted Public Company with Paid up share capital of Rs. 10 Cr or more, Public Companies having Turnover of Rs. 100 Cr or more, Public Company having Public borrowings from FI, Banks, Deb, Deposits of Rs. 50 Cr or more Unlisted Public Limited Company with Paid up Share Capital below Rs. 10 Cr and Public Company with Turnover below Rs. 100 Cr and  Public Limited Companies with Borrowings, Deb, Deposits below Rs. 50 Cr and Private Limited Companies Rs. 10 Cr Rs. 100 Cr NA NA Rs. 50 Cr Company, Officer of the Company Company– Mini. Rs. 1 Lac, Maxi upto Rs. 5 Lacs and for Officer in Default Mini. Rs. 25k, Maxi upto Rs. 1 Lac.
Imprisonment—Upto 1 year
Paid up Share Capital or Turnover, Outstandig Loan, Borrowings, Debentures or Deposits, as existed on the date of last audited Financial Statements shall be taken into account.
12 Establishment of Vigil Mechanism—For their Directors and Employees to report their genuine concerns and grievances,
The Companies which are required to constitute an audit committee shall oversee through the Committee,
In case of other Companies, 1 Director among BOD shall play the role of Audit Committee for Vigil Mechamism.
177(9) Companies (Meetings of Board and its Powers) Rules, 2014 7 Every Listed Company or Companies which accepts deposits from Public or Companies which have borrowed money from Banks and PFI in excess of Rs. 50 Cr Unlisted Companies which have not accepted Deposits from Public and which have not borrowed money from Banks and PFI in excess of Rs. 50 Cr. NA NA NA NA Rs. 50 Cr Company, Officer of the Company Company– Mini. Rs. 1 Lac, Maxi upto Rs. 5 Lacs and for Officer in Default Mini. Rs. 25k, Maxi upto Rs. 1 Lac.
Imprisonment—Upto 1 year
Paid up Share Capital or Turnover, Outstandig Loan, Borrowings, Debentures or Deposits, as existed on the date of last audited Financial Statements shall be taken into account.
13 Related Party Transactions—Pass Resolution (Annex Explanatory Statement) to enter into Related Party Contract, Arrangement, Transaction(s)
MBP 1 and MBP 4
188(1) Companies (Meetings of Board and its Powers) Rules, 2014 15(3) All Companies Transactions entered into by the Company in its ordinary course of business at Arms’ Length Price NA 10%, Rs. 100 Cr, Rs. 50 Cr, NA 10%, Rs. 100 Cr, 1% NA Any Director or any Employee who entered into contract or authorised such contract or arrangement in violation In case of Listed Company— Rs. 25k to Rs. 5Lacs
In case of other Companies— Rs. 25k to Rs. 5 Lacs
Imprisonment—In case of Listed Company—  upto 1 Year
In case of other Companies— No Imprisonment
Sale/Purchase of goods directly or through agent exceeding 10% of Annual Turnover or Rupees 100 Cr, whichever is lower;
Disposinig, buyinging property of any kind directly or through agent exceeding 10% of Net Worth or Rs. 100 Cr, whichever is lower;
Leasing property of any kind exceeding 10% of Net Worth or exceeding 10% of Turnover or Rs 50 Cr, whichever is lower
Availing or rendering services directly or through agent exceeding 10% of Turnover or Rs. 50 Cr, whichever is lower;
Appointment to any place of profit in Company, its Subsidiary, its Associate at a monthly Remuneration exceeding Rs. 2, 50, 000/-,
Remuneration for underwriting the subscription of Securities or Derivatives of the Company exceeding 1% of Net worth of the Company
14 Corporate Social Responsibilty Committee (CSR), consisting 3 or more Directors, with atleast 1 Independent Director (Unlisted Public or Private Company not required to appoint Independent Director)—Spend atleast 2% of average net profit (Sec 198) made during 3 immediately preceding years, Activities Schedule VII 135(1),
198, 381(1)
Companies (Corporate Social Responsibility Policy) Rules, 2014 3, 5 Every Company having Net Worth of Rs. 500 Cr or more, or
Every Company having Turnover of Rs. 1000 Cr or more, or
Every Company having Net Profit of Rs. 5 Cr or more
Company with Net Worth less than Rs. 500 Cr and Turnover less than Rs. 1000 Cr and Net Profit less than Rs. 5 Cr NA Rs. 1000 Cr Rs. 5 Cr Rs. 500 Cr NA Company and Officers of the Company Company and every officer in default of the Company upto Rs. 10k
In case of continuing default, fine may extend to Rs. 1k for every day after first default
Disclosure in Boards Report and Companys’ Website, if any
15 Extensible Business Reporting (XBRL)
Form 23AC-XBRL and Form 23ACA-XBRL
137 Companies (Accounts) Rules, 2014 12(2) Every Listed Company, or
Subsidiaries of Listed Companies, or
Every Company having paid up Capital of Rs. 5 Cr or more,
Every Company having Turnover of Rs. 100 Cr or more
Every Unlisted Company with paid up Capital less than Rs. 5 Cr and Turnover less than Rs. 1000 Cr, or
Banking Companies, or
Insurance Companies, or
Power Compaines, or
Non Banking Financial Companies
Rs. 5 Cr Rs. 100 Cr NA NA NA Company, MD, CFO, Other Director charged with the reponsibility Company—Rs. 1,000/- per day, Maxi upto Rs. 10 Lacs
MD, Directors, CFO—Mini. Rs. 1Lac but Maxi upto Rs. 5 Lacs.
Imprisonment—Upto 6 months
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16 Companies Audit Report Order, 2015 Sec 143(11) Companies (Auditor’s Report) 2014 1, 2 Every Company including Foreign Company as defined Sec 2(42) of Companies Act, 2013 Banking Company,
Insurance Company,
Company Licensed under Sec 8,
One Person Company,
Private Limited Company with paid up share capital Rs. 50 Lacs or less and outstanding Loan of Rs. 25 Lacs or less and Turnover not exceeding Rs. 5 Cr
Rs. 50 Lacs Rs. 5 Cr NA NA Rs. 25 Lacs Auditor/ Company In case of Auditor—Rs. 25k to Rs. 5 Lacs, but if wilfull contravention to deceive—Rs. 1 Lac to Rs. 25 Lacs
Imprisonment—If wilfull contravention by Auditor—upto 1 Year
If contravention on behalf of Company— Fine on Company Rs. 25k to Rs. 5 Lacs, on Every Officer in Default Rs. 10K to Rs. 1 Lac and/or Imprisonment which may extend to 1 Year
17 Cash Flow Statement—Sec 2(40) “Every Company is required to prepare “CASH FLOW STATEMENT” along with Balance Sheet & Statement of Profit and Loss” Sec 2(40), 129 Companies (Accounts) Rules, 2014 Annexure to Rules Every Company is required to prepare CFS One Person Company, or
Small Company , or
Dormant Comapany,
Holding or Subsidiary Company,
Section 8 Companies,
Company/ Corporate governed by any Special Act
Rs. 50 Lacs Rs. 2 Cr NA NA NA MD, DOF, CFO, Person charged by BOD with the responsibility RS. 50K to Rs. 5 Lacs
Imprisonment—Upto 1 Year
Small Company (Private Company with paid up share Capital of Rs. 50 Lacs or less and Turnover not exceeding Rs. 2 cr),
Dormant Comapany (Incorporated for future project or to hold any assest or Intellactual property and has no significant accounting transactions—application to ROC)

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