GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
(F. No. 1/2/2014-CL.I)
NOTIFICATION
New Delhi, Dated 5th June 2015
G.S.R. 466(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 read with section 8 of the Companies Act, 2013 (18 of 2013), and in supersession of notifications issued under section 25 of the Companies Act, 1956 (1 of 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 a body to which a licence is granted under the provisions of the aforesaid section 8, namely:-
|
Serial Number |
Provisions of the Act | Exceptions, Modifications and Adaptations |
|
(1) |
(2) |
(3) |
|
1. |
Clause (24) of section 2. | The provisions of clause (24) of section 2 shall not apply |
|
2. |
Clause (68) of section 2 | The requirement of having minimum paid-up share capital shall not apply. |
|
3. |
Clause (71) of section 2 | The requirement of having minimum paid-up share capital shall not apply. |
|
4. |
Sub-section (2) of section 96. | In sub-section (2), after the proviso and before the explanation, the following proviso shall be inserted, namely:-Provided further that the time, date and place of each annual general meeting are decided upon before-hand by the board of directors having regard to the
directions, if any, given in this regard by the company in its general meeting. |
|
5. |
Sub-section (1) of section 101 | In sub-section (1), for the words “twenty one days”, the words “fourteen days” shall be substituted. |
|
6. |
Section 118. | The section shall not apply as a whole except that minutes may be recorded within thirty days of the conclusion of every meeting in case of companies where the articles of association provide for confirmation of minutes by circulation |
|
7. |
Sub-section (1) of section 136 | In sub-section (1), for the words “twenty one days”, the words “fourteen days” shall be substituted. |
|
8. |
Sub-section (1) of section 149 and the first proviso to sub-section (1). | Shall not apply. |
|
9. |
Sub-sections (4), (5), (6), (7), (8), (9), (10), (11), clause (i) of sub-section (12) and sub-section (13) of section 149. | Shall not apply. |
|
10. |
Section 150. | Shall not apply. |
|
11. |
Proviso to sub-section (5 of section 152. | Shall not apply. |
|
12. |
Section 160. | Shall not apply to companies whose articles provide for election of directors by ballot. |
|
13. |
Sub-section (1) of section 165. | Shall not apply. |
|
14. |
Sub-section (1) of section 173. | Shall apply only to the extent that the Board of Directors, of such Companies shall hold at least one meeting within every six calendar months. |
|
15. |
Sub-section (1) of section 174. | In sub-section (1),—(a) for the words “one-third of its total strength or two directors, whichever is higher”, the words “either eight members or twenty five per cent. of its total strength whichever is less” shall be substituted;
(b) the following proviso shall be inserted, namely:- “Provided that the quorum shall not be less than two members”. |
|
16. |
Sub-section (2) of section 177. | The words “with independent directors forming a majority” shall be omitted. |
|
17. |
Section 178. | Shall not apply |
|
18. |
Section 179. | Matters referred to in clauses (d), (e) and (f) of sub-section (3) may be decided by the Board by circulation instead of at a meeting. |
|
19. |
Sub-section (2) of section 184 | Shall apply only if the transaction with reference to section 188 on the basis of terms and conditions of the contract or arrangement exceeds one lakh rupees. |
|
20. |
Section 189. | Shall apply only if the transaction with reference to section 188 on the basis of terms and conditions of the contract or arrangement exceeds one lakh rupees. |
2. The companies covered under section 8 of the Companies Act, 2013, 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 subsection 2013.
[F NO 1/2/2014-CL.I]
Amardeep Singh Bhatia
Joint Secretary to the Government of India
