Wednesday, February 17, 2021

SMALL PVT LTD COMPANY - COMPLIANCE UNDER COMPANIES ACT 2013 - A READY RECKONER

 In the budget speech on 01 February 2021 Finance Minister has proposed to revise the threshold for determining a company as a “small company”.

The capital threshold will be Rs.2 Crores ( at present  50 lakhs )  and the turnover threshold will be Rs.20 Crores (at present 2 crores). If a company has more turnover and less capital or if a company has more capital and less turnover, still it will not enjoy the status of a small company.

Let's take the case of a private limited company which is within the thresholds and falls within the category of a small company and discuss up to what extent a small company is required to comply with provisions of the Companies Act, 2013 and connected rules,  as follows ;

Subject Matter

Provisions

Maximum Number of Directors limited to 15

Yes

DIN

Required

Disqualification of Directors

Applicable

Duties of Directors

Applicable

Retirement of Directors by Rotation

Not Required; unless Articles
otherwise provide

Accepting Loans and Deposits from Directors

Permitted

Accepting Loans and Deposits from relatives of Directors

Permitted

Accepting Loans and Deposits from Shareholders           

Permitted

Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act,2013

Required

Compliance of provisions on Related Party Transactions

Applicable

Disclosure of Interests by Directors

Required

Participation by Interested Directors

Permitted

Prohibition to granting loans to directors and relatives

Not Applicable unless the
company’s borrowings are equal
to or more than twice of its paid
up share capital

CSR Provisions, CSR Policy, Disclosures of CSR Policy and CSR Committee

Will apply only if net profits are Rs.5 Crores or more in the immediately preceding financial year; in any case, if the amount to be spent should be Rs.50 Lakhs, the average net profits during the three immediately preceding financial years must be of the size of 25 Crores. Therefore, the question of constituting CSR Committee may not arise. If CSR provisions apply due to phenomenal net profits, CSR Policy must be there and the same must also be disclosed in the Board’ Report

Annual Return

Required

Board’s Report

Required; however only abridged version as per rule 8A of the Companies (Accounts) Rules, 2014.

Audited Financial Statements (AFS)

Required

Cash Flow Statements

Not Required

Consolidated Financial Statements

Not Required

AOC -1, statement containing salient features of subsidiary etc.,

Not Required; unless the company has any joint venture or associate company.

Particulars of Contracts and Arrangements with Related Parties to be included in the Board’s Report in form AOC-2

Required

Appointment of Auditors

Required

Accounting Standards

As would apply to small and medium
sized companies

Register of Members

Required

Register of Directors

Required

Register of Loans, Guarantees etc.,

Required

Register of Investments

Required

Register of Contracts and Arrangements with Related Parties

Required

Registration of Charges

Required

Holding not less than 4 Board Meetings

Required

Annual General Meeting

Required

Secretarial Standards

Applicable

Requirement to Maintain Minutes of Board and General Meeting

Required

Passing of Board Resolutions by Circulation of Resolutions to Directors

Permitted

Exercising of Powers only at Board Meetings

Required

Filing of Special and other Resolutions with Registrar of Companies in MGT-14 other than those falling under Section 179(3) of the Act

Required

 

 


2 comments:

r.akhil said...

nice post . it is nice to understand sir.

r.akhil said...

nice post sir