Thresholds & Applicability for Listed vs Public vs Pvt Co.

Compliance Thresholds under the Companies Act, 2013 – Listed vs Public vs Private Companies

Under the Companies Act, 2013, statutory compliance requirements vary based on the type of company—listed, public, or private—and are often triggered by financial thresholds such as Paid-up Share Capital (PUC), Turnover (TO), Net Worth (NW), or Outstanding Loans/Borrowings/Deposits. Listed companies are subject to most compliances irrespective of thresholds and Public and private companies trigger additional obligations once prescribed limits are crossed however As companies grow, governance and compliance planning must evolve proactively

Many statutory and regulatory compliances are triggered based on thresholds such as Paid-up Capital (PUC), Turnover (TO), and Outstanding Loans/Borrowings. However, in the case of listed companies, most key compliances are mandatory irrespective of thresholds. Further, private companies become subject to additional and enhanced compliance requirements once they cross INR 10 crore Paid-up Capital or INR 200 crore Turnover.

Listed Companies :

Listed companies face the highest compliance intensity, with minimal or no threshold-based exemptions. Key Mandatory Compliances like Board Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholders’ Relationship Committee, Independent Directors (mandatory), Secretarial Audit, CARO reporting, XBRL filing of financial statements, CSR (if Section 135 thresholds met). Moreover that Additional SEBI (LODR) Obligations

• Quarterly board & committee meetings
• Corporate governance reports
• AGM & shareholder disclosures
• Related party transaction reporting
• No PUC / TO exemptions apply for most provisions.

Private Companies : Private companies enjoy relaxations at lower scales, but compliance sharply increases once key thresholds are crossed. Basic Compliances (All Private Companies) like Annual filings (AOC-4, MGT-7A), Statutory audit, Board meetings.

Enhanced Compliance Triggers

• PUC ≥ INR 10 crore OR TO ≥ INR 200 crore : CS certification of annual return & Mandatory appointment of Company Secretary
• Internal Audit : TO ≥ INR 200 crore OR and Outstanding loans/borrowings ≥ INR 100 crore
• Secretarial Audit : Outstanding loans/borrowings ≥ INR 100 crore

Small Company Exemptions :

PUC ≤ INR 10 crore and TO ≤ INR 100 crore (revised limits effective Dec 2025) and Significant exemptions from board, reporting, and certification requirements

Public Companies :

Public companies sit between private and listed entities, with threshold-based compliance escalation. Key Threshold-Based Requirements : Independent Directors / Audit Committee / NRC / KMP

• PUC ≥ INR 10 crore OR
• TO ≥ INR 100 crore OR
• Outstanding loans/borrowings/deposits ≥ INR 50 crore

However CSR (Section 135)

• • Net Worth ≥ INR 500 crore OR
  • TO ≥ INR 1,000 crore OR
  • Net Profit ≥ INR 5 crore

Secretarial Audit

• • PUC ≥ INR 50 crore OR
  • TO ≥ INR 250 crore OR
  • Outstanding loans/borrowings ≥ INR 100 crore

Key Compliance Threshold for Different Structure

Compliance Area	Section	Applicability	Threshold
Small Company	2(85)	Private Company	Paid-up Capital ≤ INR 4 Cr; Turnover ≤ INR 40 Cr
Acceptance of Deposits	76	Public Company	Net Worth ≥ INR 100 Cr; Turnover ≥ INR 500 Cr; Special Resolution
Annual Return	92	All Companies	– Small Co. & OPC: MGT-7A – Others: MGT-7 – PCS Certification (MGT-8): PUC ≥ INR 10 Cr or TO ≥ INR 50 Cr
Formal Annual Evaluation	134(3)(p)	Listed & Public	PUC ≥ INR 25 Cr
CSR	135	Every Company	TO ≥ INR 1000 Cr OR NW ≥ INR 500 Cr OR NP ≥ INR 5 Cr
XBRL Filing	137	Listed & Others	PUC ≥ INR 5 Cr OR TO ≥ INR 100 Cr
Women Director	149	Listed & Public	PUC ≥ INR 100 Cr OR TO ≥ INR 300 Cr
Internal Auditor	138	Listed, Unlisted Public, Private	Public: PUC ≥ INR 50 Cr OR TO ≥ INR 200 Cr OR Loans ≥ INR 100 Cr Private: TO ≥ INR 200 Cr OR Loans ≥ INR 100 Cr
Independent Director	149	Listed & Public	PUC ≥ INR 10 Cr OR TO ≥ INR 100 Cr OR Loans/Deposits > INR 50 Cr
Audit Committee & NRC	177, 178	Listed & Public	Same as Independent Director
Stakeholders Relationship Committee	178(5)	Every Company	>1000 security holders
MD/CEO/Manager/WTD, CS & CFO	203	Listed & Public	PUC ≥ INR 10 Cr
CS Appointment (Private)	203	Private	PUC ≥ INR 10 Cr
Secretarial Audit	204	Listed, Public, Private	Public: PUC ≥ INR 50 Cr OR TO ≥ INR 250 Cr Any Co.: Loans ≥ INR 100 Cr
Cost Audit	148	Listed, Public, Private	TO ≥ INR 100 Cr (for specified products)

• Listed Companies: Most provisions apply irrespective of financial thresholds, so compliance is mandatory across the board.
• Private Companies: Additional compliance obligations kick in once they cross INR 10 Cr Paid-up Capital or INR 200 Cr Turnover, and sometimes based on outstanding loans/borrowings (e.g., Internal Audit, Secretarial Audit).
• Public Companies: Thresholds vary but often combine PUC, TO, and borrowings for triggering committees, CSR, and audit requirements.
• This means growth beyond these limits significantly increases governance and reporting obligations, so companies should plan ahead for resource allocation and compliance systems.

Key Compliance Threshold Comparison

Provision	Listed Company	Public Company	Private Company
Independent Directors	Mandatory	PUC ≥ INR 10 Cr or TO ≥ INR 100 Cr or Borrowings > INR 50 Cr	Exempt
CSR Committee	If Section 135 thresholds met	NW ≥ INR 500 Cr or TO ≥ INR 1,000 Cr or NP ≥ INR 5 Cr	Same as Public
Internal Audit	Mandatory	PUC ≥ INR 50 Cr or TO ≥ INR 200 Cr or Borrowings > INR 100 Cr	TO ≥ INR 200 Cr or Borrowings > INR 100 Cr
Secretarial Audit	Mandatory	PUC ≥ INR 50 Cr or TO ≥ INR 250 Cr or Borrowings > INR 100 Cr	Borrowings > INR 100 Cr
CS Certification of Annual Return	Mandatory	Mandatory	PUC ≥ INR 10 Cr or TO ≥ INR 200 Cr

Effective audit planning is critical for ensuring regulatory compliance, clean audit reports, and avoidance of last-minute issues, particularly for companies approaching or crossing statutory thresholds.

Crossing thresholds related to Paid-up Capital, Turnover, Net Worth, or Borrowings can significantly alter governance, compliance, and audit requirements—often with immediate effect.