Applicability checklist as per Companies Act, 2013

Prepare your checklist and check whether your company fall in these categories

1. CARO APPLICABILITY

Exceptions: 

S.No.	Particulars	Applicability
1.	Banking Company
2.	Insurance Company
3.	Section 8 Company
4.	One Person Company
5.	*Small Company
5.	Private co. not being a subsidiary of public holding company:   Limits :(all the conditions should be satisfied then only CARO will not be applicable) ·         paid up capital and reserves and surplus not more than rupees one crore ·         does not have total borrowings exceeding rupees one crore from any bank or financial institution at any point of time during the financial year ·         does not have a total revenue exceeding rupees ten crore during the financial year

*in case a company is covered under the definition of small company, it will remain exempted from the applicability of the Order even if it falls under any of the criteria specified for private company.

2. CASH FLOW APPLICABILITY

Exemption:

S.No.	Particulars	Applicability
1.	One Person Company
2.	Small Company
3.	Dormant Company

3. Audit Committee

(The figures shall be computed as existing on the date of last audited financial statements shall be taken into account for the purposes of this rule.

S.No.	Particulars	Applicability
1.	Listed Company
2.	all public companies with a paid up capital of ten crore rupees or more
3.	all public companies having turnover of one hundred crore rupees or more
4.	all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more

4. NOMINATION AND REMUNERATION COMMITTEE

(The figures shall be computed as existing on the date of last audited financial statements shall be taken into account for the purposes of this rule.)

S.No.	Particulars	Applicability
1.	Listed Company
2.	all public companies with a paid up capital of ten crore rupees or more
3.	all public companies having turnover of one hundred crore rupees or more
4.	all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more

5. STAKEHOLDER RELATIONSHIP COMMITTEE

A company which consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year

6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The figures shall be computed during any three preceding financial years

S.No.	Particulars	Applicability
1.	net worth of rupees five hundred crore or more
2.	turnover of rupees one thousand crore or more
3.	a net profit of rupees five crore or more

7. Internal Auditor

S.No.	Particulars	Applicability
1.	All Listed Companies
2.	Every unlisted PUBLIC company having: ·         Paid Up Share capital of 50 Crore (Fifty crore) rupees or more during the preceding financial year ·         Turnover of 200 Crore (two hundred crore) rupees or more during the preceding financial year ·         Outstanding loans or borrowings from banks or public financial institutions exceeding 100 Crore (one hundred Crore) rupees or more at any point of time during the preceding financial year; or ·         Outstanding Deposits of 25 Crore (twenty five crore) crore rupees or more at any point of time during the preceding financial year; and
3.	Every Private Company having: ·         Turnover of 200 Crore (two hundred crore) rupees or more during the preceding financial year ·         Outstanding loans or borrowings from banks or public financial institutions exceeding 100 Crore (one hundred crore) rupees or more at any point of time during the preceding financial year;

8. Certification of Annual Return by a Company Secretary in practice 

S.No.	Particulars	Applicability
1.	all LISTED Companies
2.	Every Company having Paid-Up share capital of 10 Crore (Ten Crore) rupees or more or
3.	Turnover of 50 Crore (fifty Crore) rupees or more

9. Signing of Annual Return by a Company Secretary in practice. 

S.No.	Particulars	Applicability
1.	all LISTED Companies
2.	All public companies
3.	Private Limited Company having Paid up share Capital Exceeding 50 lac; or
4.	Turnover exceeding 2 Crore

10. Secretarial Audit

S.No.	Particulars	Applicability
1.	all LISTED Companies
2.	All public companies having Paid up share Capital Exceeding 50 crore; or
3.	All public companies having Turnover exceeding 250 Crore

11. Independent Director

S.No.	Particulars	Applicability
1.	all LISTED Companies
2.	The Public Companies having Paid Up Share capital of Rs. 10 Crore (ten crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR)
3.	The Public Companies having Turnover of Rs. 100 Crore (one hundred crore rupees) or more (AT LEAST 2 (TWO) INDEPENDENT DIRECTOR)
4.	The Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50 Crore (fifty Crore rupees)

12.Managing Director/ Whole Time Director

S.No.	Particulars	Applicability
1.	all LISTED Companies
2.	Every Public Company having a Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more
3.	Companies which do not fall in above limits can also appoint MD and WTD by following the procedure given under Section 196 of Companies Act, 2013.

13.Key Managerial Personnel

S.No.	Particulars	Applicability
1.	all LISTED Companies
2.	Every Public Company having a Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more
3.	*Every Private Limited Company having Paid-Up Share Capital of Rs. 5 Crore (five crore rupees) or more required to appoint Company Secretary and designate as Key Managerial Personnel.

14. Women Director

S.No.	Particulars	Applicability
1.	all LISTED Companies
2.	Every Public Company having a Paid-Up Share Capital of Rs. 100 Crore (Ten crore rupees) or more
3.	Every Public Company having a Turnover of Rs. 300 Crore (Three Hundred Crore rupees) or more.

15. Vigil Mechanism

S.No.	Particulars	Applicability
1.	all LISTED Companies
2.	The Company which accept deposits from the public;
3.	The companies which have borrowed money from banks and public financial institutions in excess of Rs. 50 crore (Rupees Fifty Crore only)