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ITO BE PUBLISHED IN THE GAZE-TTE OF INDIA, EXTRAORDINARY, PART II,
SECTION 3, SUB.SECTION (i)]
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi' the /-//' 'Ji't' 7o"
G.S.R. _ (E). - In exercise of the powers conferred by clauses (a) and (b) of
sub-section (1) of section 462 and in pursuance of sub-section (2) of said
section of the Companies Act, 2013 (18 of 2013), the Central Government, in
the interest of public, hereby directs that certain provisions of the Companies
Act, 2013, as specified in column (2) of the Table, shall not apply or shall apply
with such exceptions, modifications and adaptations, as specified in column (3)
of the said Table, to a private company, namely:-
Serial Chapter/ Section number/ Sub- Exceptions/ Modifications
number section{s) in the Companies Act, 2013 /Adaptations
Chaptcr l, sub-clause of clause Shall not apply with respect
6l of section 2. to section 188.
Chapter IV. section 43 and section 47. Shall not apply where
memorandum or articles of
association of the private
comDanv so orovides.
Chapter IV, sub-clause (i) of clause (a) Shall apply with following
of sub-section (1) and sub-section (2) modifications:-
of section 62.
In clause (a), in sub-clause
(i), the following proviso
shall be inserted, namely:
Provided that
notwithstanding anything
contained in this sub-clause
and sub section (2) of this
section, in case ninety per
cent. of the members of a
private company have given
their consent in writins or
in electronic mode, the
periods lesser than those
specilied in the said sub-
clause or sub-section shall
apply,
4. Chapter IV, clause (b) of sub-section In clause (b), for the words
(1) of section 62. "special resolution", the
words "ordinary resolution"
shall be substituted.
5. Chapter IV, section 67. Shall not apply to private
companies -
(a) in whose share capital no
other body corporate has
invested any money;
(b)if the borrowings of such
a company from banks or
financial institutions or any
body corporate is less than
twice its paid up share
capital or hfty crore rupees,
whichever is lower; and
(c) such a company is not in
default in repayment oI
such borrowings subsisting
at the time of making
transactions under this
section.
6. Chapter V, clauses (a) to {e) of sub- Shall not apply to a private
section (2) of section 73. company which accepts
from its members monies
not exceeding one hundred
per cent. of aggregate of the
paid up share capital and
free reserves, and such
company shall file the
details of monies so
accepted to the Registrar in
such manner as may be
specilled.
7. Chapter VII, sections 1Ol to 107 and Shall apply unless otherwise
section 1O9. specined in respective
sections or the articles of
the company provide
otherwise.
8. Chapter VII, clause (g) of sub-section Shall not apply.
(3) of section 117.
9. Chapter X, Clause (g) of sub-section Shall apply with the
(3) of section 141. modifrcation that the words
"other than one person
companiesr dormant
companies, small
companies and private
companies having paid-up
share capital less than one
hundred crore rupees" shall
be inserted after the words
"twentlr companies".
10. Chapter XI, section 160. Shall not apply.
11. Chapter XI, section 162. Shall not app1y.
12. Chapter Xll, section 180. Shall not apply.
13. Chapter XII, sub-section (2) of section Shall apply with the
184. Fv.F6fi^h rh.i tha
interested director may
participate in such meeting
after disclosure of his
interest.
14. Chapter Xll, section 185. Shall not apply to a private
company -
(a) in whose share capital no
other body corporate has
invested any money;
(b) if the borrowings of
such a company from banks
or financial institutions or
any body corpolate is les_q
than twice of its paid up
share capital or fifty crore
rupees, whichever is lower;
and
(c) such a company has no
default in repayment of
such borrowings subsisting
at the time of making
transactions under this
sect1()n.
15. Chapter XIl, second proviso to sub- Shall not apply.
section (1) of section 188.
16. Chapter XIII, sub-sections (a) and (5) Shall not apply.
of section 196.
2. The private companies, while complying with such exceptions,
modifications and adaptations, as specified in column (3) of the aforesaid
Table, shall ensure that the interests oI their shareholders ar orotected.
3. A copy of this notification has been laid in draft before both Houses of
Parliament as required by sub-section (2) of section 462 of the Companies Act,
2013.
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