Monetary Limits and Thresholds
1. Rate of brokerage/commission- lower of:
In case of shares- 5% of price at which shares issued or rate prescribed by AoA
In case of debentures-2.5% of price at which debentures issued or rate prescribed by AoA
2. Minimum Application amount in case of public offer:
5% of nominal value or such other percentage as prescribed by SEBI
3. Voting rights in respect of shares with differential rights shall not exceed 74% of total voting power.
4. Issue of Sweat Equity Shares:
Up to 15% of Existing Paid up Equity Share Capital in a year.
Up to 25% of Existing Paid up Equity Share Capital at any point of time.
(Start up Co.- 50% of its total paid up capital up to 10 yrs from the date of incorporation.)
5 .Preference Shares:
Amount equal to Nominal amount of shares to be redeemed to be trfd to Capital Redemption Reserve.
6. Limits on Buy-Back:
If buy back is being done by passing Board resolution- Up to 10% paid up Equity Capital and Free Reserves
If buy back is being done by passing Board resolution- Up to 25% paid up Capital and Free Reserves
In any FY- Buy-back of equity shares not to exceed 25% of total paid up equity capital in that FY
For the purpose of section 68, Free reserves include Securities Premium Account.
7. Sum equal to nominal amount of shares bought back to be trfd to CRR.
8. Maximum Amount that can be borrowed by issue of debenture:
Special Resolution required if,
Amount to be borrowed by issue of debentures + Amount already borrowed ≥ (PUSC+ FR + SPA)
9. Eligible Company (for the purpose of Deposits)means: Public Co. having-
Net Worth ≥ 100 crore or
Turnover ≥ 500 crore
10. At least 20% of deposits maturing during the following year to be trfd to Deposit Repayment Reserve on or before 30th April each year.
11. Deposits may be accepted by co. maturing in less than 6 months but after 3 months up to: 10% of PUSC+ FR+SPA
12. Maximum deposits that can be accepted by:
- Eligible Co: from members- 10% of PUSC+ FR+SPA, from Public-25% of PUSC+ FR+SPA
- Eligible Govt Co: 35% of PUSC+ FR+SPA
- Private Co: from members :100% of PUSC+ FR+SPA
- Other Co: from members: 35% of PUSC+ FR+SPA
13. SBO: An individual who has
- Direct & Indirect holding in shares ≥ 10%
- Direct & Indirect voting rights in shares ≥ 10%
- Right to receive or participate in distributable dividend or any other distribution ≥ 10%
- Right to exercise significant influence
14. Annual return filed by Listed Co. and Public having PUSC ≥10 crore or Turnover ≥ 50 crore to be certified by CS in practice in MGT-8.
15. A person may be appointed as Proxy shall act on behalf of members not exceeding 50 and holding in aggregate not more than 10% of total share capital carrying voting rights.
16. Persons who can demand poll: Co. having share capital: by members having not less than 1/10th of total voting power or holding shares on which Rs.5,00,000 or more paid up.
17. Any other co: Members having not less than 1/10th of total voting power
18. Requisition for setting any agenda can be sent by members who hold 1/10th of the paid up share capital (in case of co. having share capital) and 1/10th of total voting power (in other cases)
19. Special Notice may be sent by members holding not less than 1% of total voting power or holding shares on which Rs. 5,00,000 have been paid up.
20. Requisition for EGM can be sent by members holding 1/10th of the paid up share capital (in case of co. having share capital) and 1/10th of total voting power (in other cases)
21. Conditions for declaration of dividend in case of Inadequacy of Profits:
Rate of Dividend≤ avg rate of div. during 3 PFY.-
Amt to be drawn≤10% of PUSC + Free Reserves
Balance of reserves after such withdrawal ≥15% of PUSC- this condition N.A. to govt co. whose entire cap held by CG/SG/partly CG&SG.]
22. Companies/body corporate governed by NFRA:
(i) Co. whose securities listed on stock exchange in/outside India.
(ii) Unlisted public co-
PUSC≥500 crore
Annual turnover≥1000 crore
O/S loans, debentures, deposits≥ 500 crore as on 31st March of immediately PFY
(iii) Any Body corporate or co. or person on a reference made to NFRA by CG
(iv) Body corporate reg. outside India which is a subsidiary/associate of above co. if income/net worth of such subs/ass. Exceeds 20% of the consolidated income/net worth.
23. GM may be called at Shorter Notice if agreed by members:
(a) Co. having share capital- holding at least 95% of paid-up share capital entitled to vote.
(b) Co. not having share capital- holding 95% of voting power.
24. Companies required to file FS & other documents in XBRL form:
(i) Co. listed with stock exchanges in India & their Indian subsidiaries.
(ii) Co. with PUSC ≥500 crore
(iii) Co. with Annual Turnover ≥1000 crore
(iv) Co. required to prepare FS as per Ind AS
25. Co. required to appoint Internal Audit:
(i) Listed Co.
(ii) Every Unlisted public co. having:
PUSC ≥50 crore during PFY or,
Turnover ≥ 200 crore during PFY or,
O/S loans or borrowings from banks/PFI ≥100 crore at any point of time during PFY or,
O/S deposits ≥ 25 crore at any point of time during PFY
(iii)Every Private co. having:
Turnover ≥ 200 crore during pfy
O/S loans or borrowings from banks/PFI ≥100 crore at any point of time during PFY
26. Co. required to constitute CSR committee:
- Net Worth ≥ 500 Crore or
- Turnover ≥ 1000 Crore or,
- Net Profit ≥ 5 Crore
If CSR obligation up to Rs. 50 Lac– no need to constitute CSR committee.
27. Amount of contributing towards CSR:
2% of Average net profits made during immediately 3 pfy
28. Maximum Administrative OH shall not exceed 5% of total CSR Expenditure of the co. for the FY.
29. Impact Assessment:
If Avg CSR obligation during immediately 3 pfy ≥ 10 crore– impact study to be carried out for projects having outlay of 1 crore or more.
Amount spent on impact assessment that can be booked towards CSR exp:
- 2 per cent of the total CSR expenditure for that financial year or
- 50 lakh rupees,
whichever is higher.
30. Rotation of auditor applicable on:
Listed Companies
Unlisted Public Co. having PUSC ≥ 10 crore
Pvt Ltd Co. having PUSC ≥ 50 crore
All co. having public borrowings from PFI, banks or public deposits ≥ 50 crore
31. Disqualification of auditor:
(a) Person or his relative/partner holding security of or interest in the Co./H/S/A/FS. (Relative may hold security/interest in the co. of FV upto Rs.1,00,000)
(b) Indebted to Co./H/S/A/FS in excess of Rs. 5 Lac
(c) has given guarantee or provided security wrt indebtness of any 3rd person to Co./H/S/A/FS in excess of Rs. 1 lac
32. If auditor has reason to believe that fraud involving an amt of Rs. 1 crore or above is being/has been committed in the co. by the officers/employees-auditor to report the matter to CG.
