Certain provisions of the Companies Act, 2013, shall not apply to the private company

[TO BE PUBLISHED IN THE GAZETTE OF INDIA, EXTRAORDINARY,
PART II, SECTION 3, SUB-SECTION (i)]

GOVERNMENT OF INDIA

MINISTRY OF CORPORATE
AFFAIRS

NOTIFICATION

New Delhi, the 5th
June, 2015

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

number

Chapter/ Section number/ Sub-section(s) in the Companies Act, 2013

Exceptions/
Modifications

/Adaptations

(1)

(2)

(3)

1.

Chapter l, sub-clause (viii) of clause (76) of section 2.

Shall not apply with respect
to section 188.

2.

Chapter IV, section 43 and section 47

Shall not apply where memorandum
or articles of

association of the
private

company so provides.

3.

Chapter IV, sub-clause
(i) of clause (a) of sub-section (1) and sub-section (2) of section 62.

 

Shall apply with
following

modifications:-

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 membersof a private company have given their consent
in writing or in electronic mode, the

periods lesser than
those

specified in the said
sub-clause

or sub-section shall apply.

4.

Chapter IV, clause (b)
of sub-section (1) of section 62.

In clause (b), for the
words

“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 fifty crore rupees, whichever is lower; and

(c) such a company is
not in

default in repayment
of such borrowings subsisting at the time of making transactions under this section.

6.

Chapter V, clauses (a)
to (e) of sub-section (2) of section 73.

Shall not apply to a private
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 specified.

7.

Chapter VII, sections 101
to 107 and section 109.

Shall apply unless
otherwise

specified in respective
sections or the articles of the company provide otherwise.

8.

Chapter VII, clause
(g) of sub-section (3) of section 117.

Shall not apply.

9.

Chapter X, Clause (g)
of sub-section (3) of section 141.

Shall apply with the

modification that the
words

“other than one
person companies, dormant companies, small companies and private

companies having
paid-up

share capital less
than one

hundred crore
rupees” shall

be inserted after the
words

“twenty
companies”.

10.

Chapter XI, section
160.

Shall not apply.

11.

Chapter XI, section
162.

Shall not apply.

12.

Chapter Xll, section
180.

Shall not apply.

13.

Chapter XII,
sub-section (2) of section 184.

Shall apply with the
exception that the 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 corporate is
less 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 section.

15.

Chapter XIl, second
proviso to sub-section (1) of section 188.

Shall not apply.

16.

Chapter XIII,
sub-sections (4) and (5) of section 196.

Shall not apply.

 

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
of their shareholders are protected.

 

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.

 

 [F No 1/ 1/2014-CL.V]

Sd/-

Amardeep Singh Bhatia,

Joint Secretary to the Government of India

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