Chapter/ Section number/ Sub-section(s) in the Companies Act, 2013

Exceptions/ Modifications
/Adaptations

Chapter IV

Section 43 – Kinds of share capital.
Section 47 – Voting rights.

Shall not apply

Chapter IV- Section 62 (1)(a) and (2)

Text of section is reproduced below :

Section 62- Further issue of share capital

1. Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered—

(a) to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the following conditions, namely:—

(i) the offer shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined;

(2) The notice referred to in sub-clause (i) of clause (a) of sub-section (1) shall be despatched through registered post or speed post or through electronic mode to all the existing shareholders at least three days before the opening of the issue.

Shall apply with the following modification:-
Words ‘not being less than fifteen days and not exceeding thirty days’ shall be substituted with ‘not being less than seven days and not exceeding fifteen days’

Chapter IV- clause (b) of sub-section (1) of section 62

Text of section is reproduced below :

Section 62- Further issue of share capital

1. Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered

(b) to employees under a scheme of employees’ stock option, subject to special resolution passed by company and subject to such conditions as may be prescribed;

Shall apply except that instead of special resolution, ordinary resolution would be required

Chapter V, sub-section (2) of section 73

Text of section is reproduced below :

Section 73- Prohibition on acceptance of deposits from public.

(2) A company may, subject to the passing of a resolution in general meeting and subject to such rules as may be prescribed in consultation with the Reserve Bank of India, accept deposits from its members on such terms and conditions, including the provision of security, if any, or for the repayment of such deposits with interest, as may be agreed upon between the company and its members, subject to the fulfillment of the following conditions, namely:—

(a) issuance of a circular to its members including therein a statement showing the financial position of the company, the credit rating obtained, the total number of depositors and the amount due towards deposits in respect of any previous deposits accepted by the company and such other particulars in such form and in such manner as may be prescribed;

(b) filing a copy of the circular along with such statement with the Registrar within thirty days before the date of issue of the circular;

(c) depositing such sum which shall not be less than fifteen per cent. of the amount of its deposits maturing during a

Shall not apply to private companies having 50 or less number of members if they accept monies from their members not exceeding twenty five per cent of aggregate of the paid up capital and free reserves or one hundred per cent of the paid up
capital, whichever is more, and which inform the details of such monies to the Registrar in the prescribed manner.

Chapter VII

Section 101- Notice of meeting.
Section 102- Statement to be annexed to notice.
Section 103- Quorum for meetings.
Section 104- Chairman of meetings.
Section 105- Proxies.
Section 106- Restriction on voting rights.
Section 107- Voting by show of hands.
Section 109- Demand for poll.

Shall apply unless
– otherwise specified in respective sections or
– unless articles of the private company otherwise provide.

Chapter X- section 141(3)(g)

Text of section is reproduced below:

Section 141- Eligibility, qualifications and disqualifications of auditors. –

(3) The following persons shall not be eligible for appointment as an auditor of a company, namely:—

(g) a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor, if such persons or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies;

Shall not apply in respect of appointment of auditors by private companies.

Chapter XI

Section 160- Right of persons other than retiring directors to stand for directorship.

Section 162- Appointment of directors to be voted individually.

Shall not apply

Chapter XII

Section 180- Restrictions on powers of Board.

Shall not apply to private companies having 50 or less number of members

Chapter XII,

Section 185- Loan to directors, etc.

Shall not apply to Private companies –
(a) which have borrowings from banks or financial institutions or any bodies corporate not more than twice of their paid up share capital or Rs. 50 crore, whichever is lower; and
(b) in whose share capital no other body corporate has invested any money”.

Chapter XII

Section 188- Related party transactions.

Shall not apply.

Chapter XIII, section 196 (4) and (5)

Text of section is reproduced below:

Section 196- Appointment of managing director, whole-time director or manager.

(4) Subject to the provisions of section 197 and Schedule V, a managing director, whole-time director or manager shall be appointed and the terms and conditions of such appointment and remuneration payable be approved by the Board of Directors at a meeting which shall be subject to approval by a resolution at the next general meeting of the company and by the Central Government in case such appointment is at variance to the conditions specified in that Schedule:

Provided that a notice convening Board or general meeting for considering such appointment shall include the terms and conditions of such appointment, remuneration payable and such other matters including interest, of a director or directors in such appointments, if any:

Provided further that a return in the prescribed form shall be filed within sixty days of such appointment with the Registrar.

(5) Subject to the provisions of this Act, where an appointment of a managing director, whole-time director or manager is not approved by the company at a general meeting, any act done by him before such approval shall not be deemed to be invalid.

Shall not apply

Chapter XIII – section 203(3)

Text of section is reproduced below:

Section 203(3) – Appointment of key managerial personnel.

(3) A whole-time key managerial personnel shall not hold office in more than one company except in its subsidiary company at the same time

Shall not apply