Applicability of Companies Act based on FY 2016-17

Sapco Bitumen Company Limited

Under Section
Sr.
Provision of Companies Applicable Rule
No.
Act, 2013
1 Corporate Social 135(1) Rule 3 – The Companies
Responsibility (“CSR”) (Corporate Social
Responsibility Policy)
Rules, 2014

2 Internal Auditor 138(1) Rule 13(1) – Companies

(Accounts) Rules, 2014

3 Rotation of Auditors 139(2) Rule 5 – Companies (Audit

and Auditors) Rules, 2014

4 Women Director 149(1) Rule 3 – Companies

(Appointment and
Qualification of Directors)
Rules, 2014

5 Audit Committee 177(1) Rule 6 – Companies

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

6 Nomination and 178(1)

Remuneration
Committee

7 Vigil Mechanism 177(9) Rule 7(1) – Companies

(Meetings of Board and its
Powers) Rules, 2014

8 Managing Director/ 203(1) Rule 8 – Companies

Whole Time Director, (Appointment and
Key Managerial Remuneration of
Personnel Managerial Personnel)
Rules, 2014
9 Appointment of CS by a 203(1) Rule 8A – Companies
Company (Appointment and
Remuneration of
Managerial Personnel)
Rules, 2014

10 Secretarial Audit 204(1) Rule 9 – Companies

(Appointment and
Remuneration of
Managerial Personnel)
Rules, 2014

11 Independent Director 204 Rule 4 – Companies

(Appointment and
Qualification of Directors)
Rules, 2014

12 XBRL Filing
13 Internal Financial 143 (3) (i)
Control

14 Cost Audit

15 IND AS
Applicability of Companies Act based on FY 2016-17 data

Sapco Bitumen Company Limited

Applicability Provisions

The following companies shall form a CSR Committee for formation, implementation
and compliance of a CSR Policy:
All companies that during Immediately Preceeding financial year, have
· Networth >=Rs. 500 crores, or,
· Turnover >=Rs. 1000 crores or,
· Net profit >= Rs. 5 crores
The following companies are required to appoint an internal auditor:
· All Listed Companies
· All Unlisted Public Companies having, during the preceding financial
year,
· Paid-up Share Capital >= Rs. 50 crores, or
· Turnover >= Rs. 200 crores, or
· Outstanding loans/ borrowings from banks/ public financial institutions
>= Rs. 100 crores at any point of time, or
· Outstanding deposits >= Rs. 25 crores at any point of time
· All Private Companies having, during the preceding financial year:
Turnover >= rs. 200 crores, or,
Outstanding loans/ borrowings from banks/ public financial institutions >= Rs.
100 crores, at any point of time
Certain companies shall not appoint or re-appoint:
· An individual as auditor for more than 1 term of 5 consecutive years; and
· An audit firm as auditor for more than 2 terms of 5 consecutive years.
The Companies to which the above provision is not applicable are:
· One Person Company, or
· Small Company
The Companies to which the above provision is applicable are:
· All Listed Companies, or,
· All Unlisted Public Companies with Paid-up Share Capital >= Rs. 10
crores, or,
· All Private Limited Companies with Paid-up Share Capital >= Rs. 20
crores, or,
· All Companies with Paid-up Share Capital less than the threshold limit
mentioned above, but having public borrowings from financial institutions,
banks or public deposits >= Rs. 50 crores.
The following companies shall appoint atleast 1 woman director

· All Listed Companies, or,

· Other Public Companies having,
· Paid-up Share Capital >= Rs. 100 crores, or,
· Turnover >= Rs. 300 crores
The following companies shall constitute an Audit Committee of the Board:

· All Listed Public Companies, or,

· All Public Companies, having
 · Paid-up Share Capital >= Rs. 10 crores, or,
· Turnover >= Rs. 100 crores, or,
· In aggregate, outstanding loans, borrowings, debentures or deposits >=
Rs. 50 crores.
The following companies shall constitute a Nominaton and Remuneration Committee
of the Board:
· All Listed Public Companies, or,
· All Public Companies, having
· Paid-up Share Capital >= Rs. 100 crores, or,
· In aggregate, outstanding loans, borrowings, debentures or deposits >=
Rs. 50 crores.
The following companies shall establish a vigil mechanism for directors and
employees to report genuine concerns and grievances:
· All Listed Companies, or,
· All Companies that accept deposits from public, or,
· All Companies which have borrowed money from banks and public
financial institutions > Rs. 50 crores.
The following companies are required to appoint a whole-time key managerial
personnel, who may be a managing director, a CEO, a director or a CFO:
· All Listed Companies, or,
· All Public Companies having a Paid-Up Share Capital >= Rs. 10 crores
The following companies are required to appoint a whole-time company secretary

· All Listed Companies, or,

· All Public Companies having a Paid-up Share Capital >= Rs. 10 crores,
or,
· All Other Companies having a Paid-up Share Capital >= Rs. 5 crores
The following companies shall annex a secretarial audit report, given by a company
secretary in practice, with its Board’s report:
· All Listed Companies, or,
· All Public Companies having a Paid-up Share Capital >= Rs. 50 crores,
or,
· All Public Companies having a turnover >= Rs. 250 crores.
Every listed public company shall have at least 1/3rd of the total number of directors
as independent directors

The following companies shall have atleast 2 directors as independent directors:

· All Public Companies having Paid-up Share Capital >= Rs. 10 crores, or,
· All Public Companies having turnover >= Rs. 100 crores, or,
· All Public Companies which, in aggregate, have outstanding loans,
debentures and deposits > Rs. 50 crores
The following companies shall file their Balance-sheet and Profit & Loss Account
with the Ministry in XBRL Mode
· All Companies Listed with any Stock Exchange in India and their Indian
Subsidiaries, or,
· All Companies having Paid-up Share Capital >= Rs. 5 crores, or,
· All Companies having turnover >= Rs. 100 crores.

The following companies shall be exempted from filing their Balance-sheet and Profit
& Loss Account in XBRL Mode, even if they fulfill the above criteria:
· Banking Companies
· Insurance Companies
 · Power Companies
· Non-Banking Financial Companies
2013 auditors of the following private companies need not report on adequacy of
internal financial controls:-
· One person company
· Small company
· Company having ‒
· Turnover (as per latest audited financial statement) less than 50 Cr and
· Aggregate borrowings from banks or financial institutions or other body
corporate (at any point of time during the financial year) less than 25 Cr.

· All Companies Listed with any Stock Exchange in India or similar

exchange outside india, or,
· All Companies having Net Worth>= Rs. 250 crores, or,
· Holding, Subsidiary, Joint Venture or Associate Companies of above
 Applicability/ Non Applicability

Applicable as net profit is more

than Rs. 5 Crs.

Applicable as Turnover is more

than Rs. 200 Crs.

Not Applicable

Applicable as Turnover more

than 300 Crs.

Applicable as Turnover more

than 100 Crs.
 Applicable as Turnover more
than 100 Crs.

Applicable as Turnover more

than 100 Crs.

Not Applicable

Not Applicable

Not Applicable

Applicable as Turnover is more

than Rs. 250 Crs.

Applicable as Turnover is more

than Rs. 100 Crs.

Applicable as Turnover is more

than Rs. 100 Crs.
 than Rs. 100 Crs.

Applicable as Turnover is more

than Rs. 50 Crs.

Applicable

Not Applicable