S. NO.

Nature Of Compliances

Section Number

Woman Director

sec. 149(1)

Related Party Transaction

Sec.(188)

Committees:
Audit Committee
sec.(177)
Remuneration and Nomination Committee
sec.(178)
Stakeholder relationship Committee
Corporate Social Responsibility Committee

Financial Year

section 203

Key Managerial Personnel

Independent Director

sec. 149(8)

Retirement of Auditors

Corporate Social Responsibility

Sec. (135)

Electronic Voting

sec.(108)

Internal Auditors
10

11

Rotation of Auditors

12

Registers in Electronic Form

13

Notice of Board Meeting

14

sec.(139)

directorship
section 165

15

Small Shareholder Director

16

Director Identification Number

17

Maximum Directors

18

Resident Director

19

Issuance of Shares at discount

20

Annual Return Certification

21

Disclosure of interest of Director

22

Loan to director

Pohibition on Insider trading

section 151

sec. 149(3)

sec. 92

section 184

Sec.(185)

section 195

23

24

Prohibition on acceptence of deposit

25

Secretarial Standards

Change in shreholding of promoters and top 10

shareholders
26

section 73

27

Annual Return

28

Provision Related to Loan to Directors

29

Annual Return Disclosure

section 92

30

Secretarial Audit

31

Credit Ratings

32

Consolidation of Financial Statement

33

Restrictions

34

Signing of Annual Return

35

36

Disclosure under section 186

Limits for Investment and Guarantee under

section 186(2)

COMPLIANCES UNDER COMPANIES ACT, 2013

All Public Companies

Public company having (1) paid up share capital share capital of 100 cr. Or more (2) turnover of 30
are need to appoint the 1 woman director

1) Related Party Transaction : public companies having paid up share capital 10 cr or more require
of members through special resolution in addition to approval of Board of director Before entering i
party transaction
2) approval of central government is not required under companies act, 2013
3) Every related party transaction to be disclosed in Board report along with the justification.

Every public company having Paid up Share capital of 10 cr. Or more turnover 100 cr. Or more and
have in aggregate, outstanding Loan exceeding 50 cr. Or more are required to constitute audi

Every public company having Paid up Share capital of 10 cr. Or more turnover 100 cr. Or more and
have in aggregate, outstanding Loan exceeding 50 cr. Or more are required to constitute audi
companies whose total number of shareholders, depositholders,debentureholders and any other
Exceed 1,000 at any time during a FY

companies having:1) Net worth of Rupees 5 billion more 2)turnover of 10 billion or more 3)Net pro
or more

All companies have to follow uniform finanacial year i.e. from 1st aprail-31st march

Every public company having paid up share capital Rupees 10 cr or more shall have the following
managerial personnel:
1)CEO or MD or Manager in their absence Whole time director
2) Company Secretary
3) Chief Financing Officer

Whole time key managerial personnel shall not hold office in more than 1 company Except its subs
at the same time.

Whole time key managerial personnel shall be appointed by the by means of resolution of t
No company can have both Managing director and Manager at the same time

a public company having: 1)paid up share capital rupees 10 cr or more 2)turnover of rupees 10
Outstanding Loan exeeding 50 cr. Or more are required to appoint 2 independent direct

Unlisted Public company having paid up share capital 10 cr. Or more are required to retire their a
time period specified in the act.

2% of average net profit of last 3 years to be mandatorily spent on CSR by companies having: 1
billion or more 2) turnover of 10 billion or more 3)Net profit of 50 million or more

a company having not less than 1000 shareholders will provide the facility of electronic voting in g

Unlisted public company having: (1) Paid up share capital of 50 cr. or more (2) turnover 200 c
outstanding loan Exceeding 100 cr or more (4) outstanding deposit of 25 cr or moreduring precedin

Every company has to prepare its Registers in Electronic Format.

clear 7 days notice are required

No person after the commencement of this act shall hold office as a director , including any alterna
in more than 20 companies at the same time, provided that the max. number of public company in
can be appointed as a director shall not exeed 10

This provision is not applicable on unlisted public company

Mandatory for all the directors

Maximum 15 directors . More can be appointed by passing a special resolution in the general meet
Every company required to appoint 1 Resident director.
companies act, 2013 prohibits issuance of shares at discount Except Sweat equity shares

Annual return Certification is required for the public company subject to certain Conditions

Every director shall disclose his concern or interest in any company or body corporate, firms by giv
writing in form MBP 1.

No company shall directly or indirectly make any loans including book debt or give guarantee or Pr
security to its directors or to any person in whom director is interested. However this provision will
to Managing director/ Whole time director Subject to conditions.

No person including any director or key managerial personnel of a company shall enter into Inside
provision will not apply to the any communication required in the ordinary course of business or pr
employment or any other law.

Every company shall observe Secretarial Standards with respect to board and general meetingspec
and approved by central government. Duty is cast on the company secretary to ensure complies w
applicable secretarial standards.

Every company has to prepare its annual return in MGT 7

the 2013 act provides that a company can not

directly or indirectly advance any loan including any loan
persented by the book debt to any director or any other person
in whom the director is interested
or give any gaurantee or provide any security in collection
with any loan taken by the directors or such other person
such provision will not applicable to:
Loan to MD/WTD which is part of of Contract of
services extended to all its employees or pursuant to
any scheme approved by members by special resolution
a company which in the ordinary course of its business
provide any loan, gaurantee or security charge interest
which is not less than bank Rate decided by RBI

Every company shall Observe Secretarial Standards with respect

to General and Board meetings Specified by ICSI and approved by CG.
Duty is cast on the CS to ensure that the company complies with
the applicable Secretarial Standards.
With a view to provide greater Transparency and disclosure by
listed company, 2013 act provides that
listed company to file with ROC a report In respect to change
in number of shares held by promoters or top 10 shareholders
within 15 days of such changes.
this is an additional disclosure requirement which is independent
of disclosures to be made under
in order to have uniformity between all the companies
2013 Act, provides that the Annual Return to contain Details as on date
as on end of the FY Instead of as on the date of AGM as required
under the companies act, 1956.
The Disclosure in the annual Return has enhanced.
information relating to Remuneration of directors and KMPs
Details of meetings of members, BOD, its Various Committee
matters relating to Certification of Compliances, Disclosures,
shares held by or on behalf of FIIs etc are also to be provided

A Resolution of the BOD or its committee can also be passed

by circulation, provided the resolution has been circulated in

draft, together with the

the Maximum remuneration payable by a public company to its directors

Whole time, including managing director and whole time directors
and its members in respect of any FY cannot Exeed 11 % of the net profit of the company
For that FY computed in the prescribed

No person including any director or KMP of a company should enter

into Act which amount to Insider trading ( as defined in 2013 Act)
as an Exception, if any communication is required to be made
in the ordinary course of business or profession or emloyement
or under any Law, the same shall will not fall under the the ambit
insider trading

The 2013 Act has made mandatory secretarial Audit by CS in

practice for listed company and perscribed class of companies
the report of such secretarial Audit has to be annexed to the Director Report

provision relating to further issue of capital made applicable

to all the companies

Mandatory Internal Audit for the Prescribed Class of Companies.

Mandatory Audit Rotation for Listed and Prescribed Class of Companies
Credit Rating made Mandatory for Acceptance of Public deposits.

Consolidation of financials for a company having a subsidiary

associate, or joint venture made mandatory

Restriction placed on multi Layer investment Subsidiaries.

Board meeting is required to be held at least once in each half

of a calender year and the time gap between the 2 meeting
is not less than 90 days.

Annual Return can be Signed by PCS or one director if there

is no company secretary.

it is mandatory for the company to Disclose in financial statement the full particulars of
the loan given, security provided and guarantee given.
the company shall also disclose in its Report about its utilisation
The company must take 100% consent from Board to give loan and guarantee and
Provided Security

The Limit is fixed in the Section 186 (2), that 60% of Paid up capital + Free Reserve + Security Pre
of Free Reserve + Security Premium (whichever is More). In this Section, the company cannot give
or provide any security or acquisition as per fixed limit. This sub section restricts within

Public Company With Paid up Capital more

than 10 cr.

Listed Company

Not Required

Required to appoint

Will be the same

will be the same

Required

required

Required

required

Will depend on the number of Stakeholders

will depend on the number of

stakeholders

Depends on the Net profit, Tunover and Net

Worth

Depends on the Net profit,

Tunover and Net Worth

same

same

companies which has paid-up capital more than at least 1/3rd of total number of
directors of a listed public
10 cr. are required to appoint 2 independent
company should be independent
directors.
directors.

will apply

Depends on profit and net worth and the

turnover

depends on the no. of shareholders

Every listed company will provide

the facility of electronic voting in
general meeting

Every listed company shall have

an internal auditer,who may be
chartered accountant or cost
accountant or any other
professional decided by the Board

No listed company shall appoint

or reappoint
1) an indivisual as auditor for
more than one term of five
consecutive years,
2)an audit firm as an auditor for
more than 2 terms of five
consecutive years

same

same

same

same

optional

1 Director

Mandatory for all the directors

Mandatory for all the directors

will apply

Will apply

can not issue

wiill apply

can not issue

Every listed company are required

to certify the annual return from
the practising company secretary
in E-form MGT 8.

Will apply

Will apply

will apply

will apply

will apply

will apply

will apply

will apply

Every listed company is required

to file a return with registrar of
companies in e-form MGT-10 with
respect to change of 2% or more

Will apply

Will apply

Will apply

connection

Will apply

will apply