sitemapHome | Registration | Job Portal for CA's | Expert Exchange | Currency Converter | Post Matrimonial Ads | Post Property Ads
News shortcuts: From the Courts | News Headlines | VAT (Value Added Tax) | Placements & Empanelment | Various Acts & Rules | Latest Circulars | New Forms | Forex | Auditing | Direct Tax | Customs and Excise | ICAI | Corporate Law | Markets | Students | General | Mergers and Acquisitions | Continuing Prof. Edu. | Budget Extravaganza | Transfer Pricing | GST - Goods and Services Tax
Latest Expert Exchange
ICAI »
  CMI &B of ICAI and PHD Chamber are organising GST Conclave on "How to prepare and file Annual Return-GSTR 9 and Divergent Issues & Resolution for Manufacturing, Service & Trading Sector"
 Half-Day Seminar on GST Annual Return, RERA Certificates & Reports and Private Trusts - 22nd September 2018
 Chartered Accountants Firms to get Registration Number in 24 Hours: ICAI
 Board of Studies, ICAI launches Live Virtual Classes for CA Intermediate and Final Students
 Apply for 12th ICAI Leaders & Business Excellence Awards being organised by Committee for Members in Industry & Business (CMI&B) before 15th December, 2018
 R.T. Industries & Ors Vs. Income Tax Settlement Commission & Anr.
 Taxation of Non-Residents - Revised (2018)
 Assessment test for Certificate Course on International taxation scheduled on Sunday 14th October, 2018 - 2.00 PM to 5.00 PM.
 Subsidised participation for ICAI members at World Congress of Accountants by Services Export Promotion Council (SEPC)
 Certificate Course on Forex and Treasury Management - Forthcoming Batch at Chennai and Noida Sec-62
 Get Firm Registration Number (FRN) within 24 Hours

Exemption to Private Companies u/s 462 of The Companies Act 2013 as per Ministry of Corporate Affairs Notifications Dated 5th June, 2015 and 13th June, 2017
June, 21st 2017
Exemption to Private Companies u/s 462 of The Companies Act 2013 as per
Ministry of Corporate Affairs Notifications Dated 5th June, 2015 and 13th June,
2017

The Ministry of Corporate Affairs provided exemptions to the private companies from
certain provisions of the Companies Act 2013 on 5th June, 2013. Further, the Central
Government has amended the said notification and has given further exemptions to the
private companies as per Section 462 of the Companies Act 2013.

The details of Exemptions provided to the private companies as per Section 462 of the
Companies act, 2013 are tabulated below.

 Serial     Chapter/ Section number/
                                                  Exceptions/Modifications
 Number     Sub-section(s) in the
                                                  / Adaptations
            Companies Act, 2013
 (1)                        (2)                                      (3)
       1.   Chapter I, clause (40) of section 2   The proviso would apply as under:-

                                                  Provided that the financial statement, with
                                                  respect to One Person Company, small
                                                  company, dormant company and private
                                                  company (if such a private company)s 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
                                            20'l3) or the Companies Act, 1956 ('l of
                                            1956) and recognised as start-up in
                                            accordance with the notification issued by
                                            the Department of Industrial Policy and
                                            Promotion, Ministry of Commerce and
                                            Industry."
 1A         Chapter I, Sub-clause (viii) of Shall not apply with respect to section 188.
            clause
            (76) of section 2






 2.         Chapter IV, section 43 and section Shall not apply where memorandum or
            47,                                articles or association of the private
                                               company so provides.

 3.         Chapter IV, sub clause (i) of clause Shall apply with following modifications:-
            (a) of sub-section (1) and sub-
            section (2) 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
                                            1
                                                 (2) of this section, in case ninety percent, of
                                                 the members of a private company have
                                                 given their consents in writing or in
                                                 electronic mode, the periods lesser than
                                                 those specified in the said sub-clause or
                                                 sub-section shall apply.
    4.            Chapter IV, clause (b) of sub- In clause (b), for the words "special
                  section (1) of section 62.     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
                                                           anybody corporate is less than twice its
                                                           paid up share capital or fifty crore
                                                           rupees, whichever is lower; and

                                                       (c) such a company in not in default in
                                                           repayment      of    such     borrowings
                                                           subsisting at the time of making
                                                           transactions under this section.

    6.             Chapter V, clauses (a) to (c) of Shall not apply to a private company which
                  sub- section (2) of section 73.   accepts from its members monies not
                                                    exceeding one hundred percent 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.
                                                       1
                                                           Shall not apply to a private company-

                                                       (A) which accepts from its members monies
                                                       not exceeding one hundred percent of
                                                       aggregate of 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

1
    Substituted by Notification dated 13.06.2017
                                                   2
                                         (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 accepting deposits under this
                                         section.

                                     Provided that the company referred to in
                                     Clause (A), (B) or (C) shall file the details of
                                     monies accepted to the Registrar in such
                                     manner as may be specified.
6A   Chapter VII, clause (g) of sub- Shall apply to private companies which are
     section (1) of section 92       small companies as under:-

                                         (g) aggregate amount of remuneration
                                              drawn by directors
6B   Chapter VII, proviso to sub-section The proviso shall apply as under:-
     (1) of section 92
                                         Provided that in relation to One Person
                                         Company, small company and a 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.
7.   Chapter VII, sections 101 to 107 Shall apply unless otherwise specified in
     and section 109.                    respective sections or the articles of the
                                         company provide otherwise.

8.   Chapter VII, clause (g) of sub- Shall not apply.
     section (3) of section 117.






9.   Chapter X, Clause (g) of sub- Shall apply with the modification that the
     section (3) of section 141.          words "other than one person companies,
                                          dormant companies, small companies, and
                                          private companies having paid-up share
                                          capital less than one hundred crore rupees"
                                          shall be inserted after the words "twenty
                                          companies".
9A   Chapter X, clause (i) of sub-section Shall not apply to a private company
     (3) of section 143.
                                          (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
                                    3
                                         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;
10.   Chapter XI, section 160.           Shall not apply.

11.   Chapter XI, section 162.        Shall not apply.
11A   Chapter XII, sub-section (5) of For subsection (5), the following subsection
      section 173                     shall be substituted:-

                                         (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.
11B   Chapter XII, sub-section (3) of Shall apply with the exception that the
      section 174                     interested director may also be counted
                                      towards quorum in such meeting after
                                      disclosure of his interest pursuant to section
                                      184.
12.   Chapter XII, section 180.       Shall not apply.
13.   Chapter XII, sub-section (2) of Shall apply with the exception that the
      section 184.                    interested director may participate in such
                                      meeting after disclosure of his interest.
14.   Chapter XII, 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
                                             anybody 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 borrowing subsisting
                                          at the time of making transactions
                                          under this section.
15.   Chapter XII, second proviso to Shall not apply.
      sub-section (1) of section 188.
                                    4
 16.           Chapter XIII, sub-sections (4) and Shall not apply.
               (5) 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 of their shareholders are protected.

2A. The exceptions, modifications and adaptations, provided in column (3) of the aforesaid
    Table, shall be applicable to a private company which has not committed a default in
    filing its financial statements under section 137 of the said Act or Annual Return under
    section 92 of the said Act with the Registrar.

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




                                               5

Home | About Us | Terms and Conditions | Contact Us
Copyright 2018 CAinINDIA All Right Reserved.
Designed and Developed by Binarysoft Technologies Pvt. Ltd.
Multimedia Presentations Multimedia Solutions 3D Solutions Corporate Presentations Business Presentations Multimedia Presentation India M

Transfer Pricing | International Taxation | Business Consulting | Corporate Compliance and Consulting | Assurance and Risk Advisory | Indirect Taxes | Direct Taxes | Transaction Advisory | Regular Compliance and Reporting | Tax Assessments | International Taxation Advisory | Capital Structuring | Withholding tax advisory | Expatriate Tax Reporting | Litigation | Badges | Club Badges | Seals | Military Insignias | Emblems | Family Crest | Software Development India | Software Development Company | SEO Company | Web Application Development | MLM Software | MLM Solutions