VARIOUS LIMITS COMPILED

FOR CA FINAL LAW EXAMS

CHAPTER XI
Appointment & Qualication of Directors
Applicability of Independent Director (Section 149 (4) Rule-4)
¨ Listed Public Company-It is mandatory for
every listed public company to appoint
Independent Directors. One third of total
directors must be Independent.
¨ If company is required to appoint Audit
Committee under Section 177-Majority of
members of Audit Committee must be
Independent.
¨ Rule 4- Minimum no of independent directors-
other Public Company (Not listed) is required
to appoint at least 2 Independent Director if
any of the below mentioned criteria is fullled
(Limits as on last day of latest audited
nancial statements shall be taken into
account).
Paid up share capital≥10 cr or
O/S Loans, Debentures and
Deposits > 50 cr or
Turnover ≥ 100 cr

¢ Now the following class of companies are not required to appoint even 2
independent directors-
Joint Wholly owned A dormant company as
Venture subsidary company dened in Section 455 of the ACT.

To sum up,
The concept is applicable to:-
Every Listed Unlisted public company having Turnover ≥ 100
Company crores or O/S Loans, Debentures and Deposits > 50
crores or Paid up share capital ≥10 cr.

Note Exactly the same limits are applicable in case of Section 177 and 178.

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Applicability of Women Director

RULE 3 STATES
Every Listed Company Every other Public Company

Having paid up share capital 100 crore

-or-
Turnover ≥ 300 crore shall appoint women director
WOMEN DIRECTOR

CHAPTER XII
MEETING OF BOARD AND ITS POWERS
SECTION 177/178
Applicability of Audit Committee/NRC Same as Section-149
Applicability of Vigil Mechanism (Rule-7)
Every listed company and the companies which accept deposits from the public ; or
companies which have borrowed money from banks and public nancial institutions in
excess of fty crore rupees.

SECTION 188
RPT's by company where value of transactions are in excess of limit specied as
mentioned below will require prior approval of shareholders by ordinary
resolution(First proviso of Section 188(1).

1
Sale, purchase, supply of goods/materials;(If directly/indirectly through
appointment of agent>10% of turnover or 100 cr whichever is less), resolution must
be passed in GM.

2
Selling /disposing/buying of any property;(If directly/indirectly through appointment
of agent > 10% of net worth or 100 cr whichever is less), resolution must be passed
in GM.

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3
Leasing of any property;(> 10% of net worth /turnover or 100 cr whichever is less),
resolution must be passed in GM.

4
Availing/rendering any service;(If directly/indirectly through appointment of agent
> 10% of turnover or 50 cr whichever is less), resolution must be passed in GM.

5
Appointing any agent for purchase /sale of goods /material /services/property(>10%
of turnover or 50 cr whichever is less), resolution must be passed in GM.

6
Appointment of related party to any ofce or place of prot in the Company /its
subsidiary/its associate ;(If monthly remuneration > 2.50 lakhs), resolution must be
passed in GM.

7
Undertaking subscription of securities/derivatives of the Company.(subscription > 1 %
of net worth), resolution must be passed in GM.

CHAPTER XIII
Appointment & REMUNERATION
OF MANAGERIAL PERSONNEL
SECTION 203
Appointment of KMP
Every
Joint Other public company having a paid- up share
Joint Venture
Venture
Listed capital of ten crores or more shall have whole-time
Company
key managerial personnel.
Every company having a paid up share capital of ve crores or more shall have a
whole-time company secretary.

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SECTION 204
Secretarial Audit RULE 9 STATES
Every Listed Company Every other Public Company

Having paid up share capital 50 crore

-or-
Turnover ≥ 250 crore shall conduct secretarial audit

Schedule V
Remuneration payable by companies having no prot or inadequate prot without
Central Government approval :
Where in any nancial year during the currency of tenure of a managerial person, a
company has no prots or its prots are inadequate, it may, without Central
Government approval, pay remuneration to the managerial person not exceeding the
the limits below:—

A
(1) (2)
Where the effective capital is Limit of yearly remuneration
payable shall not exceed (Rupees)
(i) Negative or less than 5 60 Lakhs
crores
(ii) 5 crores and above but less 84 Lakhs
than 100 crores
(iii) 100 crores and above but 120 Lakhs
less than 250 crores

The above remuneration may be increased by passing SR.

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CHAPTER IX
COMPANY ACCOUNTS
SECTION 138
Internal Audit
The following class of companies shall be
required to appoint an internal auditor or a rm
of internal auditors. Every listed company and
Private and unlisted public companies meeting
"any" of the following criteria:-
Criteria Unlisted Public Private
Turnover Two hundred crore rupees or Two hundred crore rupees or
more during the preceding more during the preceding
financial year. financial year
Outstanding loans or Exceeding one hundred crore Exceeding one hundred crore
borrowings from banks or rupees or more at any point of rupees or more at any point of
public financial institution time during preceding time during preceding
financial year. financial year.
Paid up Share Capital Fifty crore rupee s or more No share capital criteria
during the preceding financial
year.
Outstanding deposits Twenty five crore rupees or No deposits criteria.
more at any point of time
during preceding financial
year.

SECTION 135
Corporate Social Responsibility
EVERY COMPANY HAVING

net worth of turnover of net prot of

rupees ve rupees one rupees ve
hundred crore or thousand crore or crore or
more or more or more

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shall constitute a Corporate Social Responsibility Committee and needs to spend
atleast 2 % of its average net prots for the immediately preceding three nancial
years on corporate social responsibility activities.

SECTION 136
Right of Members to copies of Audited Financial Statement
In case of all listed companies and such public
companies which have a net worth of more than
one crore rupees and turnover of more than ten
crore rupees, the nancial statements may be
sent:-

A
By electronic mode to such members whose shareholding is in dematerialised format
and whose email ids are registered with Depository.

B
Where shareholding is held otherwise than by dematerialised format, to such
members who have positively consented in writing for receiving by electronic mode;
and

C
By despatch of physical copies through any recognised mode of delivery as specied
under Section 20 of the Act.

SECTION 137 read with XBRL rules

XBRL Filing
Following companies are required to le annual accounts with ROC in extensible
business reporting language(XBRL form):
All listed companies and there Indian subsidiaries
All companies having paid up capital of 5 crore or more or turnover of
Rs.100 crore or more.
Provided that the companies in banking, insurance, power sect.or, non-banking
nancial companies and housing nance companies need not le nancial
statements under this rule.
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CHAPTER X
COMPANY AUDIT
SECTION 139 (2)

Rotation of Auditor’s
Class or Classes or Companies
¥ Listed Companies;
¥ Unlisted Public Company whose paid up share capital is Rs 10 crore or more; OR
¥ Private Company whose paid up capital is Rs.50 crore or more; OR
¥ Company having public borrowing from Financial Institution, Bank or Public
Deposits of Rs 50 crore or more
Exception-The concept of rotation of auditor's is not applicable to one person
companies and small Companies.

SECTION 148
Cost Audit
Applicability for Cost Records
Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 provides the classes of
companies, engaged in the production of goods or providing services having an
overall turnover from all its products and services of 35 cr or more during the
immediately preceding FY , required to include cost records in there books of
accounts.

Regulated Sector Non-Regulated Sector

Ÿ Cost records are required to be
audited if the overall annual turnover
of the company from all its products
and services during the immediately
preceding nancial year is Rs. 50 Cr.
or more
AND
Ÿ The aggregate turnover of the
individual product or products or
service or services for which cost
records are required to be maintained
under rule 3 is Rs. 25 Cr. or more.
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Ÿ Cost records are required to be
audited if the overall annual turnover
of the company from all its products
and services during the immediately
preceding nancial year is Rs. 100 Cr.
or more
AND
Ÿ The aggregate turnover of the
individual product or products or
service or services for which cost
records are required to be maintained
under rule 3 is Rs. 35 Cr. or more.
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¨ Exemption- The requirement for cost audit under these rules shall not apply to a
company which is covered in rule 3; and
¨ Whose revenue from exports, in foreign exchange, exceeds seventy ve per cent of
its total revenue; or
¨ Which is operating from a special economic zone; or

¨ Which is engaged in generation of electricity for captive consumption through

captive consumption plant.

CHAPTER XVI
PREVENTION OF OPPRESSION
&
MISMANAGEMENT
SECTION 244
Right of members to apply for relief from Oppression & Mismanagement
under section 241
In the case of a company having a share In the case of a company not
capital: having a share capital:
Not less Not less Or any member Not less than one-
than 100 than one or member's fth of the total
number of
members tenth of the holding not less member's.
of the total no of than one-tenth of
company members the issued share
or whichever is capital of the
less company.

SECTION 245
Class Action
Application by members:-
(A) in the case of a company having a share capital:
¦ not less than 100 members of the company, or
¦ not less than such percentage of the total number of its members as may be
prescribed, whichever is less, or

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¦ any member or members holding not less than such percentage of the issued
share capital of the company as may be prescribed, subject to the condition that
the applicant or applicants has or have paid all calls and other sums due on his
or their shares.
(B) in the case of a company not having a share capital, not less than 1/5th of the total
number of its members.

Application by depositors
² The requisite number of depositors provided in sub-section (1) shall:

² not be less than one hundred depositors, or

² not less than such percentage of the total number of depositors as may be
prescribed, whichever is less, or
² any depositor or depositors to whom the company owes such percentage of total
deposits of the company as may be prescribed.
CHAPTER XIV
INSPECTION, INQUIRY & INVESTIGATION
SECTION 213
Investigation by the Tribunal on application of members
In the case of a company having a share In the case of a company not
capital: having a share capital:
Not less than 100 Not less than one Not less than one-
members of the tenth of the total fth of the total
voting power.
company or voting power
whichever is less

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