- madhavi.lakhotia
- | Company Law - Articles
- 19 May 2020
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Analysis of Section 8
The Basic Clauses
- It should be a ‘limited’ company and thereby it enjoys all the privileges of a limited company subject to all the obligations.
- A person or association of persons can register either as a private limited company or a public limited company, however the company so incorporated need not add the terms ‘private limited’ or ‘limited’ in its name.
- The object of the company should be to promote commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object; further it intends to apply its profits, if any, or other income in promoting its objects; and intends to prohibit the payment of any dividend to its members.
- A firm can also be a member of a Section 8 company.
- For any amendment to the MOA and AOA, prior approval of the Central Government is required.
Section 8(4)(a) provides that a company that has received a licence under this section, shall not alter the provisions of its MOA as regards its objects except, with the previous approval of the Central Government (i.e. Registrar of Companies[1]) by filing form GNL – 1.
Page Contents
Clauses pertaining to Revocation of Licence, Amalgamation and Winding Up
- If there is any contravention of the stipulated provisions of Section 8 or the conditions subject to which the licence was granted or the affairs of the company are conducted fraudulently or in a manner violative of the objects of the company or prejudicial to public interest, then the Central Government (power delegated to the Regional Director) may revoke the licence granted to a company. The Central Government may further order to convert the company into a public or private company, as the case may be, after giving the Section 8 company an opportunity of being heard.
- On revocation of licence, if the Central Government is satisfied that it is essential in the public interest that the Section 8 Company should be amalgamated with another Section 8 Company having similar objects with such constitution, properties, powers, rights, interest, authorities and privileges and with such liabilities, duties and obligations, it may specify so in its order of amalgamation.
- It is pertinent to note that a Section 8 company can only amalgamate with another Section 8 company only, having similar objects.
- If on the winding up or dissolution of a Section 8 Company, there remains, after the satisfaction of its debts and liabilities, any asset, they may be transferred to another Section 8 Company having similar objects, subject to such conditions as the Tribunal may impose; or may be sold and proceeds thereof credited to the Rehabilitation and Insolvency Fund formed under section 224 of the Insolvency and Bankruptcy Code, 2016.[2]
Clauses pertaining to Penalty
- If a company makes any default in complying with any of the requirements laid down in this section, without prejudice to any other action, then under the provisions of this section, the company or the officer in default shall be punishable as follows:
- The Company: Fine which shall not be less than ten lakh rupees but which may extend to one crore rupees;
- The Directors and Officer in Default: Imprisonment for a term which may extend to three years or with fine which shall not be less than twenty-five thousand rupees but which may extend to twenty-five lakh rupees, or with both.
- Provided that when it is proved that the affairs of the company were conducted fraudulently, every officer in default shall be liable for action under section 447 of the Act, i.e. punishment for fraud.
Incorporation of Section 8 Company
Introduction of SPICe: Simplification of Incorporation Procedure
In the year 2016, Ministry of Corporate Affairs introduced a new e-form named INC-32 – SPICe (Simplified Proforma for Incorporating Company Electronically) to enable incorporation of companies providing more functionalities and deals with a single form for multiple services for incorporation of a company.
Now, there is no need to file INC 1, INC 7, INC 8 and INC 10. Therefore, only in one filing, stakeholders can incorporate a company. However, the following points should be taken into consideration for filing e-form SPICe 32:
- Maximum number of subscribers should not exceed 7;
- Maximum number of directors should not exceed 15;
- Maximum 3 directors are allowed for filing application of allotment of DIN while incorporating a company; and
- Applying for PAN or TAN will be compulsory for all fresh applications filed in the new version of the SPICe form.
Procedure of Incorporation
An application needs to be made to the Central Government for the issuance of a licence. The powers under Section 8 have been delegated to the Registrar of Companies[3] and the Regional Director, as the case may be. Thus, hereinbelow are the requisite formalities for incorporation of a Section 8 Company.
E–Form SPICe INC 32 has to be submitted with the following attachments:
- E-Memorandum of Association in form SPICe MOA, i.e. INC 33.
- E-Articles of Association in form SPICe AOA, i.e. INC 34.
NOTE: It is pertinent to note that E-MOA (INC 33) and E-AOA (INC 34) need to be uploaded as ‘Linked Forms’ with SPICe (INC 32).
- Declaration as per form INC 14 by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the draft MOA and AOA have been drawn up in conformity with the provision of Section 8 and rules made thereunder; and
- That all the requirements of the Act and the rules made thereunder relating to registration of the Company under Section 8 and matters incidental or supplemental thereto have been complied with.
- Assets and liabilities statement with their value as on date not earlier than thirty days of making the application.
- Annual Income and Expenditure estimates for the next three years.
- Declaration by each of the applicant(s) as per form INC 15 that the MOA and AOA have been drawn in conformity and that all the requisite provision of the Act are complied with.
- A copy of the board/members resolution approving the registration of company under Section 8.
Tackling FAQ on SPICe 32[4]
1. Name Reservation: Through SPICe form only one name can be reserved. However, for reservation of a name prior to filing SPICe (INC-32), one may use RUN service and then input the SRN of approved RUN into SPICe.
As per Rule 8(7) of Company (Incorporation) Rules, 2014: For the Companies under section 8 of the Act, the name shall include the words foundation, Forum, Association, Federation, Chambers, Confederation, council, Electoral trust and the like etc
2. Filing of INC 22: It is not required to be filed with SPICe (INC-32) if a company is registered with the same address as the address for correspondence (in INC-32). In case the registered address is different, INC-22 is required to be filed within 30 days of its incorporation, for intimating the registered office address.
3. Mandate of AADHAR and PAN: The Companies (Incorporation) Rules which have been notified have liberalized many requirements in respect of Proof of Identity and Proof of residence in respect of Subscribers and Directors. The Companies (Incorporation) Third Amendment Rules, 2016 has relaxed the mandatory attachment of proof of identity and residence in respect of a subscriber having a valid DIN.
4. Mandate of DSC for subscribers: Yes, DSC is mandatory for all subscribers and witnesses in e-MOA(INC-33) and e-AOA(INC-34). E-MOA and e-AOA shall be used only where the maximum number of subscribers do not exceed 7. In case the number of subscribers are more than 7, MOA and AOA shall be attached manually to SPICe and DSC is not mandatory in such cases.
5. Communication of PAN and TAN on approval of SPICe: On approval of SPICe forms, the Certificate of Incorporation is issued with PAN as allotted by the Income Tax Department. An electronic mail with Certificate of Incorporation as an attachment along with PAN and TAN is also sent to the user. Further PAN card shall be issued by the Income Tax Department.
Compliances for Section 8 Company
The compliances, both periodic and annual, for a Section 8 company are similar to that of every other company subject to the exceptions granted by the Ministry of Corporate Affairs (which are dealt with in detail in part V and VI).
Annual Compliances
| Section | Particulars of Compliances | |
| 88 | Maintenance of Registers | Company will maintain the following mandatory Registers: Register of Director, Director Shareholding, Members. Register of Loan, Guarantee, Investment made by the Company and Register of Contract with Related Parties. |
| 92 | Form MGT 7 | Every Company will file its Annual Return within 60 days of holding of Annual General Meeting. However, the Annual Return will be for the period 1st April to 31st March. |
| 92 | Form MGT 8 | Certification of Annual Return: Every Company having paid up share capital of Rs. 10 Crore or more or turnover of Rs. 50 Crore or more shall be certified by a Company Secretary in Practice. |
| 92 | PCS to sign Annual Return | Annual Return of every Company should be sign by Company Secretary in Practice. |
| 101 & SS[5] | Notice of the AGM | Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.
However, the notice should be given at least 14 days clear days before the meeting. |
| 101 & SS | Sending of Notice of the AGM | Notice of Annual General Meeting will be sent to following: All Directors, Members, Statutory Auditor, Secretarial Auditor, if any and Debenture Trustee, if any. |
| 134 | Directors’ Report | Directors’ Report will be prepared by mention of all the information required under Section 134. It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors; one of them should be Managing Director if any. |
| 136 | Circulation of Financial Statements & other relevant documents | Company will send to the Members of the Company approved Financial Statement (including consolidated Financial Statement), Cash Flow Statement, Directors’ Report and Auditors’ Report at least 14 clear days before the Annual General Meeting. |
| 137 | Form AOC 4 | Financial Statement: Company is required to file its Balance Sheet along with Statement of Profit and Loss Account, Cash Flow Statement and Directors’ Report in this form. |
| 139 | Appointment of Auditor
Form ADT 1 |
Auditor will be appointed for the 5 (Five) year and form ADT-1 will be filed for the 5-year appointment. After that every year in the AGM, shareholders will ratify the appointment of the Auditor but there is no need to file ADT-1. |
| 164(2) | Form DIR 8 | Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification. |
| 173 & SS | Board Meetings | Every Company shall hold a minimum number of two meetings of its Board of Directors every year in such a manner that companies shall hold at least one meeting within every six months. |
| 179(3) | Form MGT 14 | Adoption of Financials and Directors’ Report: Company will file MGT-14 along with copy of Board Resolution within 30 days of Board Meeting. |
| 184(1) | Form MBP 1 | Every Director of the Company in First meeting of the Board of Director in each Financial Year will disclose his interest in other entities.
Further, Every Director is required to submit with the Company fresh MBP-1 whenever there is change in his interest from the earlier given MBP-1. |
Taxation related compliances – Section 12A and 80G of the Income Tax Act
1. What is Section 12–A of the Income Tax Act?
Income of an organization is exempted if NGO has 12-A registration. This is a one-time registration.
2. What is section 80–G of the Income Tax Act?
If an organization has obtained certification under section 80-G of Income Tax Act then donors of that NGO can claim exemption from Income Tax.
3. When an organization can apply for registration under section 12A and 80G of the Income Tax Act?
Application for registration under section 12A and 80G can be applied just after registration of the NGO.
4. Where to apply for registration under section 12A and 80G of Income Tax Act?
Application for registration under section 12A and 80G can be applied to the Commissioner of Income Tax (Exemption) having jurisdiction over the organization.
5. Can both the applications under section 12A and 80G of the Income Tax Act be applied together?
Yes, both applications can be applied together or it can be applied separately as well. If some organization is willing to apply both applications separately, then application for registration u/s 12A will be applied first. Getting registration u/s 12A is a must for registration u/s 80G of the Income Tax Act.
6. What are the forms which are required for registration under section 12A and 80G of the Income Tax Act?
For registration under Section 12A, Form 10A is required and for registration under Section 80G, Form 10G (for New Application and renewal) is required.
7. What are the pre–requisites for registration under Section 80G of the Income Tax Act?
- The NGO should not have any Income which is not exempted, for instance business income. If the NGO has business income then it should maintain separate books of account and should not divert donations received for the purpose of such business.
- The bylaws or objectives of the NGOs should not contain any provision for spending the income or assets of NGO for the purpose other than the charitable purposes.
- The NGO should not work for the benefit of a particular religious community or caste.
- The NGO should maintain regular accounts of receipt & expenditure.
- The NGO should be duly registered under Section 8 of the Companies Act, 2013 or any other prevailing law.
Documents required for registration u/s 12A and 80G of the Income Tax Act:
- Duly filled Form – 10A for registration u/s 12A registration;
- Duly filled Form – 10G for registration u/s 80G registration;
- Registration Certificate and MOA (two copies – self attested by the head of the NGO);
- NOC from Landlord (where registered office is situated);
- Copy of the PAN card of the NGO;
- Electricity Bill / House tax Receipt /Water Bill (photocopy);
- Evidence of welfare activities carried out & Progress Report since inception or last 3 years;
- Books of Accounts, Balance Sheet & ITR (if any), since inception or last 3years;
- List of donors along with their address and PAN;
- List of board, members with their contact details; and
- Deed for verification Original RC and MOA.
RBI related Compliances
In case of receipt of money for investment in shares from a foreigner: Within 30 days of receipt of money from the foreign investor, the Indian company will report to the Regional Office of RBI under whose jurisdiction its Registered Office is located, a report containing the following details:
- Name and address of the foreign investors;
- Date of receipt of funds and its rupee equivalent;
- Name and address of the authorized dealer through whom the funds have been received; and
- Details of the Government approval, if any.
1. Filing of Form FC GPR: On issue of shares to Foreign Investor, a report in Form FC-GPR together with the following documents should be filed with the Regional Office of RBI within a period of 30 days from the date of issue of shares:
2. Certificate from the company accepting investment from persons resident outside India certifying that:
3. All the requirements of the Companies Act, 2013 have been complied with;
4. Terms and conditions of the Government approval, if any, have been complied with; and
5. The company has all original certificates issued by authorized dealers in India evidencing receipt of amount of consideration.
6. Certificate from Statutory Auditors or Chartered Accountant indicating the manner of arriving at the price of the shares issued to the persons resident outside India.
Exemptions to Section 8 Companies
The exemptions under this are applicable to all Section 8 Companies, i.e. Section 8 Companies registered as public limited or private limited companies.
The first notification granting exemptions to Section 8 companies specifically issued by the Ministry of Corporate Affairs, dated June 5, 2015[6] (also known as the Principal Notification) lays down the following:
| Sr. No. | Provisions of the Companies Act, 2013 | Exemption or Modification |
| 1. | Company Secretary
Section 2(24) |
Exemption
The said clause shall not apply. |
| 2. | Definition of Private Company and Public Company
Sections 2(68) and 2(71) |
Exemption
The requirement of having minimum paid up share capital. (The said provision is now redundant.[7]) |
| 3. | Annual General Meeting
Section 96(2) |
Modification
ln 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 arc 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. |
| 4. | Notice of Meeting
Section 101(1) |
Modification
In sub-section (l), for the words “twenty-one days”, the words “fourteen days” shall be substituted. |
| 5. | Minutes of proceedings of general meeting, meetings of board of directors and other meetings, and resolutions passed by postal ballot
Section 118 |
Exemption
The section shall not apply as a whole exemption 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. |
| 6. | Rights of members to copies of audited Financial Statements
Section 136(1) |
Modification
In sub-section (l), for the words “twenty-one days”, the words “fourteen days” shall be substituted. |
| 7. | Company to have Board of Directors
Section 149(1) and its proviso |
Exemption
Shall not apply. (The requirement related to number of directors and permission of shareholders for having director beyond 15.) |
| 8. | Company to have Board of Directors
Section 149 (4), (5), (6), (7), (8), (9), (10), (11), clause (i) of sub-section (12) and subsection (13) |
Exemption
Shall not apply. (The requirement related to independent director and all connected provisions shall not apply.) |
| 9. | Manner of selection of independent directors.
Section 150 |
Exemption
Shall not apply. |
| 10. | Appointment of Directors
Section 152(5) |
Exemption
Shall not apply. (The requirement related to justification in explanatory statement for appointment of independent director shall not apply.) |
| 11. | Rights of persons other than retiring directors to stand for Directorship
Section 160 |
Exemption
Shall not apply to companies whose articles provide for election of directors by ballot. |
| 12. | Number of directorships
Section 165(1) |
Exemption
Section 8 company shall not be counted for the purpose of counting the directorships. |
| 13. | Meetings of Board
Section 173(1) |
Exemption subject to
Shall not apply only to the extent of the Board of Directors, of such companies shall hold at least one meeting within every six calendar years. |
| 14. | Quorum of the meetings of the Board
Section 174(1) |
Modification
(a) for the words “one-third of its total strength or two directors, whichever is higher”, the words “either eight members or twenty five percent, 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”. |
| 15. | Audit Committee
Section 177(2) |
Omission
The words “with independent directors forming a majority” shall be omitted. |
| 16. | Nomination and Remuneration Committee and Stakeholders’ Relationship Committee
Section 178 |
Exemption
Shall not apply. |
| 17. | Powers of the Board
Section 179 |
Relaxation to exercise certain powers through circulation instead of a meeting
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. (to borrow money, to invest funds for the company and to grant loan or give guarantee or provide security in respect of loans.) |
| 18. | Disclosure by the Director
Section 184(2) |
Exemption subject to
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. |
| 19. | Register of contracts or arrangements in which the directors are interested
Section 189 |
Exemption subject to
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. |
Thereafter, the Ministry of Corporate Affairs has come up with an amendment to the Principal Notification vide another notification dated June 13, 2017[8] which lays down as follows:
| Sr. No. | Provisions of the Companies Act, 2013 | Exemption or Modification |
| 1. | Company to have Board of Directors
Clause (b) and first proviso (1) of Section 149 |
This clause shall not apply to the Section 8 Company.
In the exemption notification dated June 5, 2015, the following serial shall be Substituted, namely:- 149. (1) Every company shall have a Board of Directors consisting of individuals as directors and shall have— (b) a maximum of fifteen directors: |
| 2. | Loan and investment by the Company
Sub-Section (7) of Section 186 |
Addition of proviso after sub-section (7)
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. |
All the exemptions and privileges granted to a Section 8 company under the 2015 Principal notification as well as the Amendment notification will be available only if such company has not committed default in filing its financial statements and annual return with the Registrar of Companies (ROC).
EXEMPTIONS FOR PRIVATE LIMITED SECTION 8 COMPANIES
The exemptions under this are only applicable to private limited Section 8 Companies.
The first notification granting exemptions to private companies specifically issued by the Ministry of Corporate Affairs, dated June 5, 2015[9] (also known as the Principal Notification) lays down the following:
| Sr. No. | Provisions of the Companies Act, 2013 | Exemption or Modification |
| 1. | Definition of Related Party
Section 2(76)(viii) Sub–clause viii mentions: any company which is— (A) a holding, subsidiary or an associate company of such company; or (B) a subsidiary of a holding company to which it is also a subsidiary |
The said clause shall not apply with respect to Section 188 (i.e. Related Party Transactions). |
| 2. | Kindly of Share Capital and Voting Rights
Sections 43 and 47 |
Shall not apply where MOA or AOA of the private company so provides. |
| 3. | Further Issue of Capital
Section 62(1)(a)(i) And Section 62(2) |
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 percent of the members of 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. | Further Issue of Capital
Section 62(1)(b) |
In clause (b), for the words “special resolution”, the words “ordinary resolution” shall be substituted. |
| 5. | Restrictions on purchase by the Company or giving of loans by it for purchase of its shares
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. | Prohibition on acceptance of deposits from public
Section 73(2) (a), (b), (c), (d), (e) |
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. | Notice of Meeting – Section 101,
Statement to be annexed to notice – 102, Quorum for meeting – 103, Chairman of meeting – 104, Proxies – 105, Restriction on Voting Rights – 106, Voting by show of hands – 107 and Demand for poll – 109 |
Shall apply unless otherwise specified in respective sections or the articles of the company provide otherwise. |
| 8. | Resolutions and Agreements to be filed
Section 117(3)(g) |
Shall not apply. |
| 9. | Eligibility, qualifications and disqualifications of auditors
Section 141(3)(g) |
Shall apply with the modification that the words “other than one person companies, dormant companies, small companies and private companies having paid-np share capital less than one hundred crore rupees” shall be inserted after the words “twenty companies” |
| 10. | Rights of Directors other than retiring directors to stand for Directorship
Section 160 |
Shall not apply. |
| 11. | Appointment of directors to be voted individually
Section 162 |
Shall not apply. |
| 12. | Restrictions on powers of the Board
Section 180 |
Shall not apply. |
| 13. | Disclosure of interest by director
Section 184 (2) |
Shall apply with the exception that the interested director may participate in such meeting after disclosure of his interest. |
| 14. | Loan to directors, etc.
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. | Related party transactions
Section 188 (1) |
Shall not apply. |
| 16. | Appointment of MD, WTD or manager
Section 196 (4) and (5) |
Shall not apply. |
Thereafter, the Ministry of Corporate Affairs has come up with an amendment to the Principal Notification vide another notification dated June 13, 2017[10] which lays down as follows:
| Sr. No. | Provisions of the Companies Act, 2013 | Exemption or Modification |
| 1. | Definition of Financial Statement
Section 2(40) |
For the proviso, the following shall be substituted, namely:-
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; Explanation. – For the purposes of this Act, the term “start-up‟ or “start-up company” means a private company incorporated under the Companies Act, 2013 (18 of 2013) or the Companies Act, 1956 (1 of 1956) and recognized as start-up in accordance with the notification issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry.”. |
| 2. | Prohibition on acceptance of deposits from public
Section 73 (2) (a), (b), (c), (d), (e) |
Shall not apply to a private company:
(A) which accepts from its members monies not exceeding one hundred per cent. of aggregate of the paid up share capital, free reserves and securities premium account; or (B) which is a start-up, for five years from the date of its incorporation; or (C) which fulfils all of the following conditions, namely:- (a) which is not an associate or a subsidiary company of any other company; (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 not defaulted in the repayment of such borrowings subsisting at the time of accepting deposits under this section: Provided that the company referred to in clauses (A), (B) or (C) shall file the details of monies accepted to the Registrar in such manner as may be specified.”. |
| 3. | Annual Return
Section 92(1)(g) |
Shall apply to private companies which are small companies, namely:-
“(g) aggregate amount of remuneration drawn by directors;”. |
| 4. | Annual Return
Proviso to Section 92(1) |
For the proviso, the following proviso shall be substituted, namely:-
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.” |
| 5. | Powers and duties of auditors and auditing standards
Section 143(3)(i) |
Shall not apply to a private company:-
(i) which is a one person company or a small company; or (ii) which has turnover less than rupees fifty crores as per latest audited financial statement or which has aggregate borrowings from banks or financial institutions or any body corporate at any point of time during the financial year less than rupees twenty five crore.” |
| 6. | Meetings of the Board
Section 173(5) |
For sub-section (5), the following sub-section shall be substituted, namely:-
(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: Provided that nothing contained in this sub-section and in section 174 shall apply to One Person Company in which there is only one director on its Board of Directors. |
| 7. | Quorum of meetings of the Board
Section 174(3) |
Shall apply with the exception that the interested director may also be counted towards quorum in such meeting after disclosure of his interest pursuant to section 184. |
It further states that the private companies, while complying with such exceptions, modifications and adaptations, shall ensure that the interests of their shareholders are protected.
Further, the exceptions, modifications and adaptations shall be applicable to a private company which has not committed a default in filing its financial statements under Section 137 of the Act or Annual Return under Section 92 of the Act with the Registrar.
[1] Powers delegated to ROC, Notification No. 1353(E), May 21, 2014
[2] Section 8(9) notified vide Notification SO 3677(E) dated December 7, 2016 w.e.f. December 15, 2016
[3] Notification No. 1353(E), May 21, 2014
[4] Help and FAQ, MCA, http://www.mca.gov.in/MinistryV2/spicefaq.html
[5] SS refers to Secretarial Standards issued by the Institute of Company Secretaries of India given authority under Section 118(10) of Companies Act, 2013.
[6] MCA Notification, G.S.R. 466(E), F. No. l/2/2014-CL.I
[7] Companies (Amendment) Act, 2015 w.e.f. May 29, 2015.
[8] MCA Notification, G.S.R. 583(E), F. No. 1/1/2014-CL-V
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Dear Madam, I have a doubt – In the FAQ in MCA site, I found that for section 8 companies, e MOA and e AOA is not applicable (FAQ 25 3rd Raw). But, in FAQ 28, in the exceptions, Section 8 company is not there. In FAQ 36, it specifically says that MOA and AOA to be attached as pdf. please clarify whether MOA and AOA can be attached as linked forms in case of Section 8 companies ? Thanks in advance.
Dear Madam, I have a doubt – In the FAQ in MCA site, I found that for section 8 companies, e MOA and e AOA is not applicable (FAQ 25 3rd Raw). But, in FAQ 28, in the exceptions, Section 8 company is not there. please clarify whether MOA and AOA can be attached as linked forms in case of Section 8 companies ? Thanks in advance.