Important Limits in Companies Act, 2013 PDF

Important Limits in Companies Act, 2013 Section Provision Limits Associate Significant Influence means control >= 20% of the total VP or participation in 2(6) company business decisions under agreement.  PUSC not less than 51% held...

Important Limits in Companies Act, 2013 Section Provision Limits Associate Significant Influence means control >= 20% of the total VP or participation in 2(6) company business decisions under agreement.  PUSC not less than 51% held by CG, any SG, partly by CG + partly by 1 or Government more SG; 2(45) Company  Includes subsidiary of such CG. Other than a public company having: Small 2(85)  PUSC = 6 months of their salary/wages 67(3)(c) on purchase to purchase or subscribe for fully paid-up shares in the co. of own shares  Exception to SR - Authorized by AoA + BR where = Rs. 500 crores Annual return to be certified by CS in practice in case of: Annual 92(2) - Listed Co.; or Return - Companies having PUSC >= 10 crore; or Turnover >= 50 crore. Place of Register or copies of annual return can be kept at any other place in India 94 registers where > 1/10th members reside subject to approval by GM-SR. Requisitionist for calling EGM: 100(2) EOGM  Co. having SC, members having >= 1/10th of PUSC.  Co. not having a SC, members having ≥ 10% total voting power. Shorter notice if consent of:  AGM ≥ 95% members entitled to vote; and Notice of  Any other GM: Does company have share capital? 101 meeting o Yes: Majority in No.+ 95% total voting power o No: 95% total voting power. For Pvt Co. - 2 members personally present. For Public Co: Quorum for  No. of members 1,000 but 5,000 then Quorum = 30 members personally present. 108 Voting E-voting mandatory for: through e-  Listed Co. or means  Every Co. having members ≥ 1,000. 109 Demand for Demand of Poll by: Poll  Co. having S/C ≥ 1/10th of total VP or PUSC of >= Rs. 5 lakhs.  Any other Co. ≥ 1/10th of total VP. 115 Special notice Eligible members for Special Notice:  Having >= 1% of total VP; or PUSC of Rs. 5 lakhs. 120 Report on AGM Listed companies only. Report to ROC within 30 days in MGT 15. 123 Declaration Maximum dividend out of free reserves in case of inadequate profits: of dividends 1. Dividend rate =1,000 cr or O/S LDD >= 500 cr  Insurance, banking, electricity co. or other special co.  Any BC on a reference made by CG in public interest,  BC incorporated o/s India which is subsidiary or associate of above companies if income or net worth > 20% of consolidated. 135 CSR CSR committee applicable to companies having: committee  Net Worth ≥ Rs. 500 crores; or  Turnover ≥ Rs. 1,000 crores; or  Net Profits ≥ Rs. 5 crores. (take NP before tax) Exception – Where CSR expense is Rs. 1 crore AND T/O > Rs. 10 sending FS cr – Send FS via e-mode or other mode u/s 20. 137 Copy of FS to XBRL filing mandatory for: be filed with  Listed + their Indian subs. Registrar  Co. with PUSC ≥ Rs.5 crores.  Co. with turnover ≥ Rs.100 crores.  Co. covered under Ind-AS Banks, Insurance, NBFCs & HFCs are exempt from AOC – 4 XBRL.  138 Internal Internal Audit applicable on: audit  Every Listed Company  Every unlisted public co. having: o O/s Deposit >= Rs.25 crores at any point of time during PFY o PUSC >= Rs. 50 crores during PFY o O/s Loans > Rs. 100 crores at any point of time during PFY o Turnover ≥ Rs. 200 crores during PFY  Every Private co. having: o Turnover ≥ Rs. 200 crores during PFY o O/s Loans > Rs. 100 crores at any point of time during PFY 139(2) Rotation of Rotation is applicable on: auditors - Listed Company - Unlisted Public Co. having PUSC >= Rs. 10 crores. - Private Co. having PUSC >= Rs. 50 crores. - Any Co. with Loans from banks or FI or Public Deposits >= Rs.50 crores. 143(3) Reporting on N.A to: (i) IFC in - OPC and Small co. Auditor’s - Pvt co – T/O < Rs. 50 crores AND Borrowing from banks/PFI < Rs. 25 crores. Report 143(12) Fraud Amount >= Rs. 1 crore – Report to CG Amount < Rs. 1 crore – No need to report to CG Note – Reporting to CG applies where amount is exact Rs. 1 crore also. 148 Cost Record Co. engaged in production of goods or service specified in Table A or Table B and overall turnover >= Rs. 35 crores. N.A. – Micro and Small enterprise of MSME Cost Audit Regulated sector – Overall turnover – Rs. 50 crores; Individual – Rs. 25 cr; Non-reg sector – Overall turnover – Rs. 100 crores; Individual – Rs. 35 cr. 149(4) Applicability Independent Director and Audit committee shall apply to: And of ID and  Listed co. 177 Audit  Unlisted public co – PUSC >= 10 cr, T/O >= 100 cr. or O/S loan, deposit Committee or debenture exceeding Rs. 50 crores. Exception – JV, WOS and Dormant co. 180(1)(c) Board to take In case where existing and proposed borrowing exceeds 100% of (PUSC + FR SR + SPA), then SR is required. Otherwise, BR is enough. For above calculation, exclude temporary loan (6m or demand). However, loan used to finance capital expenditure is not temporary loan.