Provisions of the Act

Extent of Exemption

Section 2(24) – Definition of Company Secretary or Secretary

In so far as it requires the appointment by the company of an individual to perform the functions of the company secretary under the said Act only if he is a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980.

Section 2(68)- Definition of Private Company

The requirement of having minimum paid-up share capital shall not apply.

Section 2(71)- Definition of Public Company

The requirement of having minimum paid-up share capital shall not apply.

Section 12(3)-Registered office of Company
Text of relevant portion of section is reproduced below:

The whole of the sub-section.

Section 96(2)- Annual General Meeting

Text of relevant portion of section is reproduced below:

(3) Every company shall—

(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;

(b) have its name engraved in legible characters on its seal;

(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; and

(d) have its name printed on hundies, promissory notes,bills of exchange and such other documents as may be prescribed:

The whole of the sub-section, provided 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 general meeting.

Section 101(1)- Notice of meeting
Text of relevant portion of section is reproduced below:

1. A general meeting of a company may be called by giving not less than clear twenty-one days’ notice either in writing or through electronic mode in such manner as may be prescribed:

Provided that a general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent. of the members entitled to vote at such meeting.

A general meeting may be called by giving a notice in writing of not less than fourteen days.

Section 118- Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot

Minutes may be recorded within 30 days of the conclusion of every meeting in case of companies where the articles of association provide for confirmation of minutes by circulation.

Section 128(5)- Books of accounts, etc,. to be kept by company
Text of relevant portion of section is reproduced below:

(5) The books of account of every company relating to a period of not less than eight financial years immediately preceding a financial year, or where the company had been in existence for a period less than eight years, in respect of all the preceding years together with the vouchers relevant to any entry in such books of account shall be kept in good order:

Provided that where an investigation has been ordered in respect of the company under Chapter XIV, the Central Government may direct that the books of account may be kept for such longer period as it may deem fit.

Books of account relating to a period of not less than four years immediately preceding the current year shall be preserved.

Section 136(1)-Right of member to copies of audited  financial statement
Text of relevant portion of section is reproduced below:

(1) Without prejudice to the provisions of section 101, a copy of the financial statements, including consolidated financial statements, if any, auditor’s report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the company, to every trustee for the debenture-holder of any debentures issued by the company, and to all persons other than such member or trustee, being the person so entitled, not less than twenty-one days before the date of the meeting:

Provided that in the case of a listed company, the provisions of this sub-section shall be deemed to be complied with, if the copies of the documents are made available for inspection at its registered office during working hours for a period of twenty-one days before the date of the meeting and a statement containing the salient features of such documents in the prescribed form or copies of the documents, as the company may deem fit, is sent to every member of the company and to every trustee for the holders of any debentures issued by the company not less than twenty-one days before the date of the meeting unless the shareholders ask for full financial statements:

Provided further that the Central Government may prescribe the manner of circulation of financial statements of companies having such net worth and turnover  as may be prescribed:

Provided also that a listed company shall also place its financial statements including consolidated financial statements, if any, and all other documents required to be attached thereto, on its website, which is maintained by or on behalf of the company:

Provided also that every company having a subsidiary or subsidiaries shall,—

(a) place separate audited accounts in respect of each of its subsidiary on its website, if any;

(b) provide a copy of separate audited financial statements in respect of each of its subsidiary,
to any shareholder of the company who asks for it.
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Documents referred to in sub-section (1) may be sent to members not less than fourteen days before the date of the general meeting instead of twenty-one days.

Section 149(1)-Company to have Board of Directors
Text of relevant portion of section is reproduced below:

(1) Every company shall have a Board of Directors consisting of  individuals as directors and shall have—

(a) a minimum number of three directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company; and

(b) a maximum of fifteen directors:

Provided that a company may appoint more than fifteen directors after passing a special resolution: 

Provided further that such class or classes of companies as may be prescribed, shall have at least one woman director.
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(i) More than fifteen directors can be appointed without the requirement of passing special resolution.
(ii) The requirement of appointing woman director shall not apply.

Section 149(4) Company to have Board of Directors
Text of relevant portion of section is reproduced below:
(4) Every listed public company shall have at least one-third of the total number of directors as independent directorsand the Central Government may prescribe the minimum number of independent directors in case of any class or classes of public companies.

Explanation.—For the purposes of this sub-section, any fraction contained in such one-third number shall be rounded off as one.

The whole of the sub-section.

Section 150- Manner of selection of independent directors and maintenance of databank of independent directors

The whole of the sub-section.

Section 152(5)- Appointment of directors
Text of relevant portion of section is reproduced below:
(5) A person appointed as a director shall not act as a director unless he gives his consent to hold the office as director and such consent  has been filed with the Registrar within thirty days of his appointment in such manner as may be prescribed:

Provided that in the case of appointment of an independent director in the general meeting, an explanatory statement for such appointment, annexed to the notice for the general meeting, shall include a statement that in the opinion of the Board, he fulfils the conditions specified in this Act for such an appointment.

The whole of the sub-section.

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

Shall not apply to companies whose articles provide for election of directors by ballot.

Section 173(1)- Meetings of Board
Text of relevant portion of section is reproduced below:
(1) Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board:

Provided that the Central Government may, by notification, direct that the provisions of this sub-section shall not apply in relation to any class or description of companies or shall apply subject to such exceptions, modifications or conditions as may be specified in the notification.

Shall apply only to the extent that the Board of Directors, Executive Committee or Governing Committee of such Companies shall hold at least one meeting within every six calendar months.

Section 174(1)- Quorum for meetings of Board
Text of relevant portion of section is reproduced below:
(1) The quorum for a meeting of the Board of Directors of a company shall be one-third of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio visual  means shall also be counted for the purposes of quorum under this sub-section. –

Shall apply only to the extent that the quorum for the Board Meeting shall be either eight members or 1/4th of its total strength whichever is less provided the quorum shall not be less than two members in any case.

Section 177(2)- Audit committee
Text of relevant portion of section is reproduced below:
2) The Audit Committee shall consist of a minimum of three directors with independent directors forming a majority:

The whole of the sub-section.

Section 178- Nomination and Remuneration Committee and Stakeholders Relationship Committee

The whole of the section.

Section 179- Powers of Board

Matters referred to in clauses (d), (e) and (f) of sub-section (3) may be decided by Board by circulation instead of at a meeting.

Section 184(2)- Disclosure of interest of Director

Text of relevant portion of section is reproduced below:
(2) Every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into—

(a) with a body corporate in which such director or such director in association with any other director, holds more than two per cent. shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate; or

(b) with a firm or other entity in which, such director is a partner, owner or member, as the case may be,

shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and shall not participate in such meeting:

Provided that where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested.

Shall apply only if the transaction with reference to section 188 on the basis of terms and conditions of the contract or arrangement exceeds rupees one lakh.

Section 189- Register of contracts or arrangements in which directors are interested

Shall apply only if the transaction with reference to section 188 on the basis of terms and conditions of the contract or arrangement exceeds rupees one lakh.