Exemptions to Government Companies under section 462 of CA 2013 - F. No. 1/2/2014-CL-V - Companies Law

[TO BE PUBLISHED IN THE GAZETTE OF INDIA, EXTRAORDINARY, PART II, SECTION 3, SUB-SECTION (i)] Government of India Ministry of Corporate Affairs Notification New Delhi Dated the 05 th June, 2015 G.S.R. 463(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) and in supersession of notifications issued under section 620 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 Government company. namely :- S. No. Chapter Number/ Section number/ Sub-section(s) in the Companies Act, 2013 Exceptions, Modifications and Adaptations. (1) (2) (3) 6 [ 1. Chapter I, clause (45) of section 2. In clause (45), the following Explanation shall be inserted, namely:- Explanation. - For the purposes of this clause, the paid-up share capital shall be construed as total voting power , where shares with differential voting rights have been issued. 1A. Chapter II , section 4 . In section 4, in sub-section (1), in clause (a), the words 'in the case of a public limited company, or the last words Private Limited in the case of a private limited company shall be omitted. ] 2. Chapter IV, section 56 In sub-section (1), after the proviso, the following provisos shall he inserted, namely:- Provided further that the provisions of this sub-section, in so far as it requires a proper instrument of transfer, to be duly stamped and executed by or on behalf of the transfer and by or on behalf of the transferee, shall not apply with respect to bonds issued by a Government company, provided that an intimation by the transferee specifying his name, address and occupation, if any, has been delivered to the company along with the certificate relating to the bond; and if no such certificate is in existence, along with the letter of allotment of the bond: Provided also that the provisions of this sub-section shall not apply to a Government Company in respect of securities held by nominees of the Government. 3. Chapter VII. section 89. Shall not apply. 4. Chapter VII . section 90. Shall not apply 1 [5. Chapter VII, sub-section (2) of section 96. In sub-section (2), for the words such other place as the Central Government may approve in this behalf', the words such other place within the city, town or village in which the registered office of the company is situate or such other place as the Central Government may approve in this behalf' shall be substituted. .] 6. Chapter VIII , second proviso to sub-section (1 ) of section 123 . Shall not apply to a Government Company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments. 7. Chapter VIII. sub- section (4) of section 123. Shall not apply to a Government Company in which the entire paid up share capital is held by the Central Government. or by any State Government or Governments or by the Central Government and one or more State Governments or by one or more Government Company. 5 [8. Chapter IX, section 129. Shall not apply to the companies engaged in defence production to the extent of application of relevant Accounting Standard on segment reporting] 9. Chapter IX, clause (e) of sub-section (3) of section 134 Shall not apply 10 Chapter IX, clause (p) of sub-section (3) of section 134. Shall not apply in case the directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be. the State Government, as per its own evaluation methodology. 11 Chapter Xl section 149 (1) (b) and first proviso to sub-section (1) of section 149. Shall not apply 12. Chapter XI , clause (a) of sub-section (6) of section 149. In section 149. in sub-section (6), in clause (a), for the word Board , the words Ministry or Department of' the Central Government which is administratively in charge of the company, or, as the case may he, the State Government shall be substituted 13 Chapter XI, clause (c) of sub-section (6) of section 149. Shall not apply. 14. Chapter XI sub-section (5) of section 152 Shall not apply where appointment of such director is done by the Central Government or State Government, as the case may be 2 [15. Chapter Xl, sub-sections (6) and (7) of section 152 Shall not apply to - (a) a Government company, which is not a listed company, in which not less than fifty-one per cent. of paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments; (b) a subsidiary of a Government company, referred to in (a) above. .] 16 Chapter XI, section 160 . Shall not apply to (a) a Government Company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments; (b) a subsidiary of a Government company. referred to in (a) above, in which the entire paid up share capital is held by that Government company. 17 Chapter XI, section 162 . Shall not apply to (a) a Government Company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments; (b) a subsidiary of a Government company, referred to in (a) above, in which the entire paid up share capital is held by that Government company. 18 Chapter XI , section 163. Shall not apply to (a) a Government Company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments; (b) it subsidiary of a Government company, referred to in (a) above, in which the entire paid up share capital is held by that Government company. 19 Chapter XI, sub- section(2) of section 164 Shall not apply. 20 Chapter XI, section 170 Shall not apply to a Government Company in which the.entire share capital is held by the Central Government, or by any State Government or Governments or by the Central Government or by one or more State Governments 21 Chapter XI , section 171 Shall not apply to a Government Company in which the entire share capital is held by the Central Government, or by any State Government or Governments or by the Central Government or by one or more State Governments. 22 Chapter XII, clause (1) of sub-section (4) of section 177 . ln clause (i) of sub-section (4) of the section 177 , for the words recommendation for appointment, remuneration and terms of appointment the words recommendation for remuneration shall be substituted. 23 Chapter XII, sub-sections (2), (3) and (4) of section 178 . Shall not apply to Government company except with regard to appointment of 'senior management' and other employees. 24 Chapter XII, section 185. Shall not apply to Government company in case such .company obtains approval of the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government before making any loan or giving any guarantee or providing any security under the section 25 Chapter XII, section 186 Shall not apply to - (a) a Government company engaged in defence production; (b) a Government company, other than a listed company. in case such company obtains approval of the Ministry or Department of the Central Government which is administratively in charge of the company, or. as the case may be, the State Government before making any loan or giving any guarantee or providing any security or making any investment under the section. 7 [ 26. Chapter Xll , first and second proviso to sub-section (1) of section 188. Shall not apply to - (a) a Government company in respect of contracts or arrangements entered into by it with any other Government company, or with Central Government or any State Government or any combination thereof; (b) a Government company, other than a listed company, in respect of contracts or arrangements other than those referred to in clause (a), in case such company obtains approval of the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government before entering into such contract or arrangement. ] 27 Chapter XIII, sub sections (2), (4) and (5) of section 196 Shall not apply. 28 Chapter XIII, section 197 Shall not apply. 29 Chapter XIII, sub-sections (l), (2), (3) and (4) of section 203. After sub-section (4), the following sub-section shall be inserted, namely:- (4A) The provisions of sub-sections (1). (2). (3) and (4) of this section shall not apply to a managing director or Chief Executive Officer or manager and in their absence, a whole-time director of the Government Company. 3 [29A. Chapter XV, sections 230 to 232 For the word Tribunal , wherever it occurs, the words Central Government shall be substituted.] 30 Chapter XXIX. sub-section (2) of section 439 In sub-section (2), the words the Registrar, a shareholder of the company, or of shall be omitted. 2. The Government 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. 4 [ 2A. The exceptions, modifications and adaptations provided in column (3) of the aforesaid Table shall be applicable to a Government 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. [F. No. 1/2/2014-CL. V] (Amardeep Singh Bhatia) Joint Secretary to the Government of India ******************** Notes:- 1. Substituted vide F. No 1/2/2014-CL-V - Dated 13-6-2017 , before it was read as, 5. Chapter VII . sub- section (2) of section 96 In sub-section (2). for the words some other place within the city, town or village in which the registered office of the company is situate , the words such other place as the Central Government may approve in this behalf shall be substituted. 2. Substituted vide F. No 1/2/2014-CL-V - Dated 13-6-2017 , before it was read as, 15. Chapter XI sub sections (6) and (7) of section 152 Shall not apply to (a) a Government Company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments; (b) a subsidiary of a Government company, referred to in (a) above, in which the entire paid up share capital is held by that Government company. 3. Inserted vide F. No 1/2/2014-CL-V - Dated 13-6-2017 4. Inserted vide F. No 1/2/2014-CL-V - Dated 13-6-2017 5. Substituted vide F. No. 1/2/2014-CL-V - Dated 23-02-2018 , before it was read as, 8. Chapter IX. section 129. Shall not apply to the extent of application of Accounting Standard 17 (Segment Reporting) to the companies engaged in defence production. 6. Substituted vide NOTIFICATION No. F. No. 1/2/2014-CL-V dated 02-03-2020 before it was read as 1. Chapter II , section 4 . In section 4, in sub-section (1). in clause (a), the words 'in the case of a public limited company, or the last words Private Limited in the case of a private limited company' shall he omitted. 7. Substituted vide NOTIFICATION No. F. No. 1/2/2014-CL-V dated 02-03-2020 before it was read as 26 Chapter XII , first and second proviso to sub-section (1) of section 188. Shall not apply to (a) a Government company in respect of contracts or arrangements entered into by it with any other Government Company (b) a Government company, other than a listed company, in respect of contracts or arrangements other than those referred to in clause (a), in case such company obtains approval of the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government before entering into such contract or arrangement.-