S.No.

Compliance / Event / Threshold Item

Statutory Threshold / Applicability Criteria

Section & Relevant Rules

Key Exemptions / Provisos / Professional Remarks

1

MGT-8 (Certification of Annual Return)

Applies to:
• Every Listed Company; or
• Every Public Company having Paid-up Share Capital (PSC) of ₹10 Crore or more; or
• Every Company having Turnover (TO) of ₹50 Crore or more.

Section 92(2) + Rule 11(2) of the Companies (Management and Administration) Rules, 2014

Must be certified by a Company Secretary in Practice (PCS) in Form MGT-8.

2

Small Company Definition

Meets both conditions:
• Paid-up Share Capital (PSC) ≤ ₹10 Crore;
• Turnover (TO) ≤ ₹100 Crore.

Non-Applicability (NA):
• Holding or Subsidiary companies
• Section 8 Companies
• Companies governed by any Special Act

Section 2(85) + MCA Notification dated December 1, 2025.

Enjoys simplified statutory compliance requirements. Active notified limits remain 10 Cr / 100 Cr.

3

XBRL Filing (Financial Statements)

Mandatory for:
• All Listed Companies and their Indian subsidiaries;
• All Companies with Paid-up Share Capital ≥ ₹5 Crore; or
• All Companies with Turnover ≥ ₹100 Crore; or
• All Companies covered under Ind AS.

Exempted (NA):
• Housing Finance, Insurance, Banking, and NBFCs.

Section 137(1) + Rule 12(2) of Companies (Accounts) Rules, 2014 + XBRL Rules, 2015

Governed by the principle: 'Once XBRL, always XBRL' even if parameters decline below thresholds in future years.

4

CSR Committee (Corporate Social Responsibility)

Triggered if any of the following parameters are met during the immediately preceding Financial Year:
• Net Worth ≥ ₹500 Crore; or
• Turnover ≥ ₹1000 Crore; or
• Net Profit ≥ ₹5 Crore.

Section 135(1) of the Companies Act, 2013

Exemption: If the statutory CSR budget obligation does not exceed ₹50 Lakhs, a separate CSR Committee is not mandatory; the Board discharges its direct functions.

5

Secretarial Audit (Form MR.3)

Applies to:
• Every Listed Company; or
• Every Public Company with Paid-up Share Capital ≥ ₹50 Crore; or
• Every Public Company with Turnover ≥ ₹250 Crore; or
• Every Company with Outstanding Loans/Borrowings from Banks or PFIs ≥ ₹100 Crore.

Section 204(1) + Rule 9(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Secretarial Audit Report must be issued in Form MR.3 by a practicing company secretary based on the latest audited financials.

6

Internal Audit

1. Listed Companies: All
2. Unlisted Public Companies if (preceding FY):
• PSC ≥ ₹50 Cr; OR TO ≥ ₹200 Cr; OR Outstanding Loans/Borrowings > ₹100 Cr at any point; OR Outstanding Deposits ≥ ₹25 Cr.
3. Private Companies if (preceding FY):
• Turnover ≥ ₹200 Cr; OR Outstanding Loans/Borrowings > ₹100 Cr at any point.

Section 138 + Rule 13 of the Companies (Accounts) Rules, 2014

Internal auditor can be a CA, a Cost Accountant, or any other professional designated by the Board.

7

Independent Director Appointment

• Listed Public Companies: At least 1/3rd of total directors (fraction rounded up as one).
• Unlisted Public Companies meeting any of the following:
  - Paid-up Share Capital ≥ ₹10 Crore; or
  - Turnover ≥ ₹100 Crore; or
  - Aggregate Outstanding Loans + Debentures + Deposits > ₹50 Crore.

Exempted: JVs, Wholly Owned Subsidiaries (WOS), and Dormant Companies.

Section 149(4) + Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014

Unlisted Public Companies matching criteria must maintain a minimum of 2 Independent Directors.

8

Women Director Appointment

Applies to:
• Every Listed Company;
• Every Public Company having:
  - Paid-up Share Capital ≥ ₹100 Crore; or
  - Turnover ≥ ₹300 Crore.

Proviso to Section 149(1) + Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014

Intermittent vacancies must be filled by the Board at the earliest of 3 months from the vacancy or the next immediate Board Meeting.

9

Term of Auditor & Rotation

Mandatory audit rotation applies to:
• All Listed Companies;
• Unlisted Public Companies with PSC ≥ ₹10 Crore;
• Private Companies with PSC ≥ ₹50 Crore;
• All Companies with Public Borrowings, Deposits, or Financial Institution Loans ≥ ₹50 Crore.

Exempted: OPCs and Small Companies.

Section 139(2) + Rule 5 of the Companies (Audit and Auditors) Rules, 2014

Max limits: Individual = 1 term of 5 consecutive years; Audit Firm = 2 terms of 5 consecutive years. Mandates a subsequent 5-year cooling period.

10

Vigil Mechanism / Whistleblower Policy

Applies to:
• Every Listed Company;
• Companies accepting public deposits;
• Companies with aggregate outstanding borrowings from Banks and PFIs exceeding ₹50 Crore.

Section 177(9) + Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014

Mandates secure safeguards against employee or director victimization. Oversight is directly assigned to the Audit Committee.

11

Whole-time Key Managerial Personnel (KMP)

Mandatory appointment for:
• Every Listed Company; and
• Every Public Company having a Paid-up Share Capital of ₹10 Crore or more.

Section 203(1) + Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Whole-time KMP structural stack includes a Managing Director (MD)/CEO/Manager, a Company Secretary (CS), and a Chief Financial Officer (CFO).

12

Company Secretary (Appointment of WT-CS)

Mandatory whole-time CS appointment for:
• Every Listed Company;
• Every Private or Public Company having a Paid-up Share Capital of ₹10 Crore or more.

Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Private companies reaching the ₹10 Crore PSC threshold are specifically mandated to have a whole-time CS.

13

Audit Committee Constitution

Applies to:
• Every Listed Public Company;
• Every Public Company having:
  - Paid-up Share Capital ≥ ₹10 Crore; or
  - Turnover ≥ ₹100 Crore; or
  - Aggregate Outstanding Loans + Debentures + Deposits > ₹50 Crore.

Section 177(1) + Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014

Must consist of a minimum of 3 directors, with Independent Directors forming the majority of the committee layout.

14

Nomination & Remuneration Committee (NRC)

Applies to:
• Every Listed Public Company;
• Every Public Company having:
  - Paid-up Share Capital ≥ ₹10 Crore; or
  - Turnover ≥ ₹100 Crore; or
  - Aggregate Outstanding Loans + Debentures + Deposits > ₹50 Crore.

Section 178(1) + Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014

Must consist of 3 or more non-executive directors, with at least one-half of the members being Independent Directors.

15

Stakeholders Relationship Committee (SRC)

Mandatory for:
• Every company having more than 1,000 shareholders, debenture-holders, deposit-holders, or any other security holders at any given point during a financial year.

Section 178(5) of the Companies Act, 2013

The Chairperson of the SRC must be a non-executive director as designated by the Board.

16

Cash Flow Statement (Exemptions)

Mandatory part of Financial Statements for all companies EXCEPT:
• Small Companies
• One Person Companies (OPC)
• Dormant Companies
• Private Company (if registered as a start-up with DPIIT for up to 10 years from incorporation).

Proviso to Section 2(40) + Companies (Accounting Standard) Rules, 2006 + MCA Notifications

The start-up exemption applies provided there is no ongoing default in filing financial statements (S.137) or annual returns (S.92).

17

E-Voting Facility for General Meetings

Mandatory for:
• Every Listed Company;
• Every Unlisted Public Company having not less than 1,000 members/shareholders.

Section 108 of the Companies Act, 2013 + Rule 20 of the Companies (Management and Administration) Rules, 2014

Secures an electronic platform to allow shareholders to vote remotely or at general meeting venues securely.

18

Cost Records Maintenance

Applies to:
• All Companies (including Foreign) engaged in production or services listed in Rule 3 Table (A) [Regulated] or Table (B) [Non-Regulated]; AND
• Overall annual turnover from all products/services is ≥ ₹35 Crore during the immediately preceding FY.

Section 148(1) + Rule 3 of the Companies (Cost Records and Audit) Rules, 2014

Correction Note: Threshold explicitly set to ₹35 Crore or more for records maintenance. Exempts Nidhi and MSME companies.

19

Cost Audit

1. Regulated Sectors (Table A):
• Overall Annual Turnover ≥ ₹50 Crore AND Aggregate Turnover from individual product/service ≥ ₹25 Crore.
2. Non-Regulated Sectors (Table B):
• Overall Annual Turnover ≥ ₹100 Crore AND Aggregate Turnover from individual product/service ≥ ₹35 Crore.

Exempted (NA) if:-MSME
• Export Revenue > 75% of total revenue; OR
• Operating from an SEZ; OR
• Generating electricity for captive consumption.

Section 148(2) + Rule 4 of the Companies (Cost Records and Audit) Rules, 2014

Conducted by a practicing Cost Accountant (CMA) independently of the statutory financial auditor.

20

Board Evaluation

Applies to:
• Every Listed Public Company;
• Every Public Company having a Paid-up Share Capital (PSC) of ₹25 Crore or more.

Section 134(3)(p) + Rule 8(4) of the Companies (Accounts) Rules, 2014

Requires a formal compliance statement in the Board's Report indicating the structural evaluation method of the Board, its Committees, and directors.