Exemptions to Section 8 (Non-Profit) under section 462 of CA 2013 - F. No. 1/2/2014-CL.I - 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, the 05 th 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. 1 [8. Clause (b) and first proviso to sub-section (1) of section 149. 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. 2 [19A. Sub-section (7) of section 186. In sub-section (7), the following proviso shall be inserted, namely:- 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. 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 [ 2A. The exceptions, modifications and adaptations provided in column (3) of the aforesaid Table shall be applicable to a company covered under section 8 of the said Act which has not committed a default in filing its financial statements under section 137 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 2013. [F NO 1/2/2014-CL.I] Amardeep Singh Bhatia Joint Secretary to the Government of India ---------------------- Notes:- 1. Substituted vide F. No. 1/2/2014-CL-I - Dated 13-6-2017 , before it was read as, 8. Sub-section (1) of section 149 and the first proviso to sub-section (1). Shall not apply. 2. Inserted vide F. No. 1/2/2014-CL-I - Dated 13-6-2017 3. Inserted vide F. No. 1/2/2014-CL-I - Dated 13-6-2017