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Exemption to Private Companies under section 462 of CA, 2013

Exemption to Private Companies under section 462 of CA, 2013

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Click Here 2 Download Notification – Section 8 Company

The Ministry of Corporate Affairs has issued Notification G.S.R. (E) dated 13.06.2017

Exemption for Section 8 companies

(a) Govt companies are exempted from Under Section 149 (1) (b) a maximum of fifteen directors: Provided that a company may appoint more than fifteen directors after passing a special resolution.

Provided further that such class or classes of companies as may be prescribed shall have at least one woman director.

b) (Under Section 186 (7) the following proviso shall be inserted, namely:-

Provided that nothing contained in this sub-section shall apply to a company in which twenty-six per cent or more of the paid-up share capital is held by the Central Government or one or more State Governments or both, in respect of loans provided by such company for funding Industrial Research and Development projects in furtherance of its objects as stated in its memorandum of association.

Note: Above exceptions, modifications shall be applicable to a company covered under section B of the said Act which has not committed a default in filing its financial statements under section 137 or annual return under section 92 of the said Act with the Registrar.

Exemption for Government companies

(a) Section 96 (2)” In sub-section (2), “such other place within the city, town or village in which the registered office of the company is situate or such other place as the Central Government may approve in this behalf’ shall be substituted.

(b) Government Company is exempted fromSection 152 Subsection (7) & (8).

Note: Above exceptions, modifications shall be applicable to a company covered under section B of the said Act which has not committed a default in filing its financial statements under section 137 or annual return under section 92 of the said Act with the Registrar.

(c) Sections 230 to 232: For the word “Tribunal” wherever it occurs the words Central Government shall be substituted.

Exemption for Private companies

(a) Under Sections 2 (40) Provided that the financial statement, with respect to one  person Company, small company, dormant company and private company (if such private company is a start-up) may not include the cash flow statement.

(b) Any Private Company which is small company, that company is not liable to disclose the information of “aggregate amount of remuneration drawn by directors;”.

(c) Section 92 (1) : Provided that in relation to One Person Company, small company and private company (if such private company is a start-up), the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.”.

(d) Private Company which is OPC or Small Company or which has turnover less than rupees fifty crores as per latest audited financial slatement or which has aggregate borrowings from banks or financial institutions or anybody corporate at any point of time during the flnancial year less than rupees twenty five crore.”.

Above mentioned companies shall not cover “whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls” in its Auditor Report.

(e) Section 173 (5) A One Person Company, small company, dormant company and a private company (if such private company is a start-up) shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days.

(f) Interested director may also be counted towards quorum in such meeting after disclosure his interest under section 184.

Note: Above exceptions, modifications shall be applicable to a company covered under section B of the said Act which has not committed a default in filing its financial statements under section 137 or annual return under section 92 of the said Act with the Registrar.