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Exemptions to Private Companies under section 462 of CA 2013New
June, 10th 2015
                                                             rst :   ,r[o,l*a


                          GOVERNMENT OF INDIA
                                            New Delhi' the /-//' 'Ji't'     7o"
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 Chapter/      Section number/ Sub-          Exceptions/ Modifications
number section{s) in the Companies Act, 2013       /Adaptations

         Chaptcr l, sub-clause          of clause Shall not apply with respect
          6l of section 2.                         to section 188.
         Chapter IV. section 43 and section 47.    Shall not apply        where
                                                   memorandum or articles of
                                                   association of the private
                                                  comDanv so orovides.
         Chapter IV, sub-clause (i) of clause (a) Shall apply with following
         of sub-section (1) and sub-section (2) modifications:-
         of section 62.
                                                  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 members of a
                                                   private company have given
                                                   their consent in writins or
                                            in electronic mode,       the
                                            periods lesser than those
                                            specilied in the said sub-
                                            clause or sub-section shall

4.   Chapter IV, clause (b) of sub-section In clause (b), for the words
     (1) of section 62.                     "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 hfty crore rupees,
                                            whichever is lower; and

                                            (c) such a company is not in
                                            default in repayment oI
                                            such borrowings subsisting
                                            at the time of making
                                            transactions under this
6.   Chapter V, clauses (a) to {e) of sub- Shall not apply to a private
     section (2) of section 73.            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
7.    Chapter VII, sections 1Ol to 107 and Shall apply unless otherwise
      section 1O9.                         specined in respective
                                           sections or the articles of
                                               the         company       provide

8.    Chapter VII, clause (g) of sub-section Shall not apply.
      (3) of section 117.
9.    Chapter X, Clause (g) of sub-section Shall apply with the
      (3) of section 141.                    modifrcation that the words
                                               "other than one           person
                                               companiesr dormant
                                               companies,     small
                                               companies and private
                                               companies having paid-up
                                               share capital less than one
                                               hundred crore rupees" shall
                                               be inserted after the words
                                               "twentlr companies".

10.   Chapter XI, section 160.                 Shall not apply.

11.   Chapter XI, section 162.                 Shall not app1y.

12.   Chapter Xll, section 180.                Shall not apply.

13.   Chapter XII, sub-section (2) of section Shall        apply with       the
      184.                                    Fv.F6fi^h           rh.i       tha
                                               interested director         may
                                               participate in such meeting
                                               after disclosure of his
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 corpolate is        les_q
                                                 than twice of its paid up
                                                 share capital or fifty crore
                                                 rupees, whichever is lower;

                                                 (c) such a company has no
                                                 default in repayment of
                                                 such borrowings subsisting
                                                 at the time of making
                                                 transactions under this
15.      Chapter XIl, second proviso to sub- Shall not apply.
         section (1) of section 188.
16.      Chapter XIII, sub-sections (a) and (5) Shall not apply.
         of section 196.

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 oI their shareholders ar orotected.

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,

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