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1
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Small company
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S.2(85)
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N.A.
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N.A.
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N.A.
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2
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OPC
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R.6(1)
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N.A.
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N.A.
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Paid-up SH. Cap > ₹ 50 Lakh AND Avg Three year turnover of > ₹ 2 crores; to be converted within 6 months to either Pvt or Public Company
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3
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Conversion of a private company into OPC
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R.7(1)
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N.A.
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N.A.
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Paid-up SH. Cap > ₹ 50 lakh OR Avg Annual turnover of > ₹ 2 crores
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4
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Annual return to be certified by a CS in practice
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S.92(2)
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R.11(2)
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Yes
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Paid-up Sh Cap > ₹ 10 crore, OR Turnover > ₹ 50 crore or more
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5
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Corporate Social Responsibility
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S.135(1)
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R. 13(1)
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Networth > ₹ 500 crores OR Turnover > ₹ 1000 crores OR Net Profit > ₹ 5 crores in any financial year37.
Note: CI. (v) of GC 21 / 2014 dated 18th June, 2014 provides that "Any financial year" referred under Section 135(1) of the Act read with Rule 3(2) of Companies CSR Rules 2014 implies 'any of the 3 preceding financial years'
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6
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Internal Audit
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S.138(1)
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R.13(1)
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Yes
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- Paid-up Share Capital > ₹50 crore, or
- Turnover > ₹ 200 crore, or
- Outstanding loans/ borrowings from banks/ public financial institutions > ₹ 100 crore at any point of time, or
- Outstanding deposits > ₹ 25 crore at any point of time
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- Turnover > ₹ 200 crore, or,
- Outstanding loans/borrowings from banks/ public financial institutions > ₹ 100 crore, at any point of time
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7
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Rotation of Auditor
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S.139(2)
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R.5
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Yes
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- Paid-up Share Capital > ₹10 crore, or,
- Public borrowings from financial institutions, banks or public deposits > ₹ 50 crore.
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- Paid-up Share Capital > ₹ 20 crore, or,
- Public borrowings from financial institutions, banks or public deposits > ₹ 50 crore.
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8
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Woman Director
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S.149(1)
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R.3
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Yes
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– Paid-up ShCap >₹ 100croresor
– Turnover > ₹ 300crores
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N.A.
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9
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Independent Directors
Audit Committee
Nomination & Remuneration Committee
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S.149(4)
S.177(1)
S. 178(1)
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R.4
38R.6
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At least 1/3rd of total number of
directors to be
Inde- pendent
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At least 2 directors to be Independent where:
- Paid-up Share Capital > ₹10 crore, or,
- Turnover > 100 crore, or,
- Outstanding loans, debentures and deposits > ₹ 50 crore
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N.A.
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10
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Stakeholders Relationship Committee
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S.178(5)
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> 1000 shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year
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11
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Vigil Mechanism
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S.177(9)
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R.7
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Yes
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- Accepting deposits from public, or,
- Borrowed money from banks and public financial institutions
> ₹ 50 crore.
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- Accepting deposits from public, or,
- Borrowed money from banks and public financial institutions
> ₹ 50 crore.
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12
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Related Party Transactions requiring prior resolution
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S.188(1)
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R.15(3)
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Limits for one or more transactions in a financial year
Lower of – ₹ 100 crore or the following
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Sale, purchase or supply of any goods or materials directly or through appointment of agents
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> 10% of the annual turnover
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Selling or otherwise disposing of, or buying, property of any kind directly or through appointment of agents
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> 10% of net worth
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Leasing of property of any kind
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>≥10% of net worth or turnover
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Availing or rendering of any services directly or through appointment of agents
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> 10% of the turnover OR ₹ 50 crores, whichever is lower
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Appointment to any office or place of profit in the company, its subsidiary company or associate company
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> ₹ 2.50 lakhs per month
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Remuneration for underwriting the subscription of any securities or derivatives thereof of the company
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> 1% of net worth
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13
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Appointment of whole-time Key Managerial Personnel
MD / CEO /
WTD, CFO, CS
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S.203
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R.8
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Yes
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Paid-up Share Capital > ₹ 10 crore
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N.A.
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14
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Appointment of whole-time CS
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S.203
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R.8A
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Covered above
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Paid-up Share Capital > ₹10 crore
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Paid-up Share Capital
> ₹ 5 crores
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16
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Secretarial Audit
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S.204(1)
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R.9
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Yes
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Paid-up Share Capital
> ₹ 50 crore, or
Turnover > ₹ 200 crores
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N.A.
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