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

GOVERNMENT OF INDIA

MINISTRY OF CORPORATE AFFAIRS

(F. No. 2/11/2014-CL.V)

NOTIFICATION

New Delhi, Dated 5th June 2015 

G.S.R. 465(E). – In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of section 462 read with section 406 of the Companies Act, 2013 (18 of 2013) and in supersession of notification number GSR 517(E), dated the 31St August, 2006 and GSR 326(E), dated the 8th April, 2011 or any other notification issued under section 620A of the Companies Act, 1956, except as respects things done or omitted to be done before such supersession, 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 Nidhis, namely:-

Serial No.

Provisions of the Companies Act, 2013 Exceptions, modifications and Adaptations

(1)

(2)

(3)

1.

Sub-section (2) of section 20 Shall apply subject to the modification that in the case of a Nidhi, the document may be served only on members who hold shares of more than one thousand rupees in face value or more than one per  cent.  of the  total  paid-up  share capital of the Nidhis whichever is less.For other shareholders, document may be   served   by   a   public   notice   in newspaper  circulated   in   the  district where the Registered Office of the Nidhi is situated; and publication of the same on the notice board of the Nidhi.

2.

Section  42 except  sub-section (1),  explanation (II)  to  sub-section (2), sub-sections (4), (6), (8),  (9) and (10) Shall not apply

3.

Clause (b) of sub-section (1) of section 47 Shall apply, subject to the modification that  no  member  shall  exercise voting rights on poll in excess of five per cent. of   total  voting  rights  of   equity shareholders.

4.

Section 62 Shall not apply.

5.

Sub-section (1) of section 67 Shall not   apply,   when   shares   are purchased   by   the   company  from  a member on his ceasing to be a depositor or   borrower   and   it   shall   not   be considered as reduction of capital under section 66 of the Companies Act, 2013.

6.

Sub-section (5) of Section 123 Shall apply, subject to the modification that any dividend payable in cash may be  paid  by  crediting the same to the account of the member, if the dividend is not claimed within 30 days from the date of declaration of the dividend.

7.

Section 127 Shall apply, subject to the modification that where the dividend  payable to a member is one hundred rupees or less, it shall  be  sufficient  compliance  of the provisions  of   the   section,  if  the declaration of dividend is announced in the   local language   in one   local newspaper   of   wide   circulation   and announcement of the said declaration is also displayed on the notice board of the Nidhis for at least three months.

8.

Sub-section (1) of Section 136 Shall apply, subject to the modification that, in the case of members who do not individually  or  jointly  hold  shares  of more than one thousand rupees in face value or more than one per cent. of the total paid-up share capital whichever is less,  it  shall  be  sufficient  compliance with the provisions of the section if an intimation  is sent by  public notice in newspaper circulated  in the district in which the Registered Office of the Nidhi is situated stating the date, time and venue of Annual  General  Meeting  and the financial statement   with   its enclosures  can  be  inspected  at  the registered office of the company, and the  financial statement with enclosures are affixed in the Notice Board of the company and a  member is entitled to vote either in person or through proxy.

9.

Section 160 In sub-section  (1), for the words “one lakh rupees”, the words “ten thousand rupees” shall be substituted

10.

Section 185 Shall  not apply,  provided the loan is given to a director or his relative in their capacity as members   and   such transaction  is disclosed  in the annual accounts by a note.

11.

Second  proviso to sub-section (1) of section  197 Shall apply with the modification that the remuneration  of a director who  is neither  managing  director nor whole-time director or manager for performing special services to the Nidhis specified in the articles of association may be paid by way of monthly payment subject to the approval of the company in general meeting   and also to the provisions of section  197 :Provided   that   no   approval   of  the company in general meeting   shall be required where,-

(a) a Nidhi does not have a managing director or a whole-time director or a manager;

(b) the remuneration payable during a financial year to all the directors of the Nidhi does not exceed ten per cent. of the net profits of such Nidhi or  fifteen lakh rupees, whichever is less; and

(c) a remuneration payable under clause (b) is approved by a special resolution passed in this behalf by the Nidhi.

12.

Section 403 Shall  apply,  with the modification that the filing fees in respect of every return of allotment  under sub-section  (9)  of section 42 shall be calculated at the rate of  one  rupee  for  every  one  hundred rupees or parts thereof on the face value of the shares included in the return but shall not exceed the amount of normal filing fee payable.

2.  The  Nidhis,  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 2/11/2014-CL.V]

Amardeep Singh Bhatia

Joint Secretary of the Government of India

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Category : Company Law (3467)
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