Revised Definition of a Small Company 2022

  • Setindiabiz Team
  • January 3, 2024
Revised Definition of a Small Company 2022

This insightful blog delves into the intricacies of the revised small company definition for FY 2021-22, as outlined by the Companies (Specification of Definitions Details) Amendment Rules, 2022. The revised definition introduces new small company limits, particularly the prescribed thresholds for paid-up capital and turnover. Our objective is to provide a comprehensive understanding of these limits so we can break down the definition of small company into simpler and easy-to-understand terms. Besides, we have also discussed the comparison between old and new definitions to highlight the benefits of the new changes in detail.

The introduction of a new small company definition by the Ministry of Corporate Affairs (MCA) came into effect on September 15th, 2022. It brings notable changes to the older definition of a small company as per Companies Act, particularly in terms of the threshold limits for paid-up capital and turnover. The revised limits have been raised and capped at Rs.4 Crores for paid-up capital and Rs.40 Crores for turnover to simplify compliance burdens for numerous companies. This article provides a succinct overview of the Revised Definition of a Small Company, shedding light on the regulatory framework and elucidating how these changes usher into a more favourable environment for businesses.

What is a Small Company?: Small Company Definition Revised in 2022

Understanding small company meaning is extremely crucial to operating in India’s unique business landscape. A small company is generally categorized as a Private Company known for its distinct characteristics and scale of operations. Unlike larger corporations, small companies are characterized by modest size and low scale of operations while having a minimal resource footprint. These enterprises often feature a more localized consumer base, targeting specific markets and niches only. Their structure typically allows for more agile decision-making processes, fostering adaptability in dynamic markets. Small Companies, while diverse in industries and offerings, share a common thread of being streamlined entities that navigate the business terrain with a leaner infrastructure.
The essence of a Small Company is encapsulated by specific criteria that distinguish it from its larger counterparts. As per regulatory guidelines, the small company’s new definition is shaped by key metrics, including its paid-up capital and turnover. The recent amendments to the Companies (Specification of Definitions Details) Rules, 2022, have set the bar at a maximum of Rupees 4 Crores for paid-up capital and Rupees 40 Crores for turnover. These thresholds serve as crucial benchmarks, delineating Small Companies from larger entities. This distinction is integral as it defines the regulatory category a small company falls into and also holds implications for its compliance requirements.

Key Features of Small Company

The small company new definition under Companies Act not just modifies the applicable limits of turnover and investment, but also introduces several unique features which makes it more favourable for small-scale businesses. If you’re wondering what it is that makes the new definition better than the older one, understanding these unique features will be of great help. Here’s a brief explanation!
  1. Financial Flexibility: Small companies, operating under the redefined thresholds, experience increased financial flexibility. With a maximum paid-up capital of Rs.4 Crores, these entities can strategically allocate resources to navigate economic fluctuations.
  2. Operational Agility: The adjusted turnover limit of Rs.40 Crores empowers small companies with heightened operational agility and allows for swift responses to market demands, fostering growth and expansion.
  3. Reduced Compliance: Small companies, defined by the new criteria, benefit from reduced and streamlined compliance processes. Navigating regulatory requirements becomes more straightforward, reducing administrative burdens and allowing a sharper focus on core business operations.

Small Company As Per Companies Act 2013

In a pivotal move, the Ministry of Corporate Affairs, through its notification dated September 15, 2022 ushered in significant changes to the Companies (Specification of Definition Details) Rules, 2014. In essence, it revised the small company definition to introduce newly established limits from fiscal year 2021-22. These new limits have been raised from their previous counterparts, so that more and more businesses can qualify and enjoy the benefits of being a small company in company law. Here’s the notification details.
  1. Date of Commencement & Execution: These rules, as per the notification, bear the title Companies (Specification of Definition Details) Amendment Rules, 2022. They have been deemed effective from the date of their gazette publication on 15th September 2022.
  2. Key Amendment to Rule 2: Rule 2(1)(t) of the Companies (Specification of Definition Details) Rules, 2014 was amended to substitute the following: “For the purposes of existing sub-clauses (i) and (ii), clause (85) of section 2 of the Companies Act, paid-up capital and turnover of the small company shall not exceed Rs.4 crores and Rs.40 crores respectively.” This indicates that a small company as per the Companies Act must have a turnover and capital threshold limits up to the prescribed value only.
  3. Business Structure: A small company can be classified as a Private Limited Company under the Companies Act. Other types of companies do not qualify as small companies even if they are below the exceeding limits. These include Public Companies, Holding Companies, Subsidiary Companies, Section 8 Companies, and any other Company formed under the Act.
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Small Company New Definition vs Old Definition: Which is Better?

The amendments in small company definition brought into effect by the Companies (Specification of Definition Details) Amendment Rules, 2022, redefine the parameters governing the classification of companies under the Companies Act. The major alterations include raising the thresholds for paid-up capital and turnover, and demarcating the criteria separating small companies from their larger counterparts. The move towards an elevated threshold reflects a strategic effort to inclusively accommodate a wider range of small enterprises, fostering a conducive environment for their growth and sustainability.
Differences Between Small Company New Definition and Old Definition
Criteria Old Definition (Pre-2022) New Definition (Post-2022)
Paid-up Capital Limit
Not exceeding INR 50 lakh
Not exceeding INR 4 Crores
Turnover Limit
Not exceeding INR 2 Crores
Not exceeding INR 40 Crores
Regulatory Amendment
Companies (Specification of Definition Details) Amendment Rules 2021
Companies (Specification of Definition Details) Amendment Rules 2022
Effective Date
Amendments effective since 2021
Amendments effective from September 15, 2022
Revision aimed at accommodating a broader spectrum of small companies
Further expansion to simplify business operations and reduce compliance burdens for small entities

Compliance Benefits for Small Companies

The compliance exemptions granted to small companies under the Companies Act, 2013, serve as a strategic measure to foster an environment conducive to growth and development. By alleviating certain compliance burdens, small companies have been empowered to redirect their focus toward efficient management and administrative functions. The regulatory flexibility allows them to concentrate on strategic decision-making and business expansion without being encumbered by several compliance requirements.This comparative table highlights the compliance differences between small companies and private limited companies, elucidating the regulatory advantages that small companies enjoy.
Comparison of Compliance Requirements: Small Company vs. Private Limited Company
Compliance Aspect Small Company Private Limited Company
Board Meetings
Two board meetings in a financial year with a 3-month gap
Four board meetings in a financial year
Cash Flow Declaration
Not required to include in the year-end record
Mandatory inclusion, subject to detailed breakdown
Director's Remuneration Statement
Can be signed by the secretary or any one director
Requires signatures from both the secretary and director
Rotation of Auditors
Not mandatory under Section 139(2)
Mandatory, rotation of auditors is required
Information in Auditor's Report
No requirement regarding sufficiency of internal controls
Essential information on internal controls and business operation
Sections 92(5), 117(2), 137(3) Compliance
Mandatory, with a penalty provision, but leniency in punishment
Strict adherence is compulsory; non-compliance attracts penalties

The revised small company definition for FY 2021-22 under the Companies Act, 2013, has set new limits that intricately define its eligibility criteria. These small company limits, encompassing thresholds for paid-up capital and turnover, have been redefined to foster a more tailored classification. The updated small company definition, aligning with the evolving business landscape, reflects a strategic effort to provide clarity within the regulatory framework, ensuring that businesses meeting these criteria benefit from a distinct classification under the Companies Act, 2013.



Q1: What is the Small Company Definition for FY 2021-22?

The small company definition for FY 2021-22, as per the Companies Act, 2013, has been updated to incorporate new limits. It now sets thresholds for paid-up capital and turnover, as INR 4 Crores and INR 40 Crores respectively.

Q2: How do the updated Small Company Limits Impact Businesses?

The revised small company limits, introduced in the small company new definition, have practical implications for businesses. With adjusted thresholds for paid-up capital and turnover, companies falling within these limits can now avail themselves of the benefits and exemptions initiated by the Government.

Q3: What Differentiates a Small Company from Other Business Entities?

A small company, as per the Companies Act, is distinguished by specific criteria of paid-up capital and turnover limits of INR 4 Crores and INR 40 Crores respectively. Unlike public companies, holding companies, subsidiary companies, and those registered under section 8 or governed by any particular act, small companies enjoy a unique classification under a Private Limited Company despite having reduced compliance burden.

Q4: What are the compliance benefits of Small Companies?

The small company new definition brings compliance benefits for small companies:

  1. Two Board Meetings annually instead of four
  2.  Cash Flow Declaration not mandatory in year-end
  3. Director’s Remuneration Statement Signable by CS or Director
  4. Rotation of Auditors is not mandatory under Section 139(2)
  5. Details in Auditor’s Report not required
  6. Sections 92(5), 117(2), 137(3) Compliance is mandatory, but with leniency.

Q5: How to Register a Small Company?

To register a small company in India, you need to complete the following steps:
Step 1: Obtain DSC of promoters 
Step 2: Apply for Director’s DIN.
Step 3: Choose a Unique Company Name and apply for its approval.
Step 4: Apply for Company Registration with the RoC
Step 5: Obtain Certificate of Incorporation (COI)

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