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In exercise of the power conferred by clauses (a) and (b) of sub-section (l) of Section 462 and in pursuance of sub-suction (2) of said Section read with Section 8 of the Companies Act, 2013 (l8 of 2013), and in supersession of notifications issued under section 25 of the Companies Act, 1956 (l of 1956) except as respects things done or omitted to be done before such supersession, Central Government in the interest of public, hereby its notification dated 5th June, 2015 Exempted Section 8 Company from the compliance of following provision:
The provisions of clause (24) of section 2 shall not apply. Section 8 Companies are not liable to appoint a practicing CS as its Company Secretary.
The requirement of having minimum paid-up share capital shall not apply.
The requirement of having minimum paid-up share capital shall not apply.
In sub-section (2), after the proviso and before the explanation, the following proviso shall be inserted, namely:-
Provided further that the time, 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.
A general meeting may be called by providing a notification.
In sub-section (l), for the \words “twenty-one days”, the words “fourteen days” shall be substituted.
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.
In sub-section (l), for the \words “twenty-one days”, the words “fourteen days” shall be substituted.
Section 149(1) of the Act does not apply to the Section 8 entities; such companies are not obligated to appoint the independent Director. Moreover, for the said reason, the audit committee of such a company shall also not obligate to have Independent Directors as a member of its Board.
Shall not apply.
There are various sections such as Section 150, 152(5), 160, so on and so forth that do not cover the Section 8 companies.
In respect of Section 160, it shall not apply to companies whose articles provide for election of directors by ballot.
Directorship in Section 8 Companies shall not be considered for estimating the ceiling regarding the maximum no. of directorships provided u/s 165 of the Act.
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.
In sub-section (1),
“Provided that the quorum shall not be less than two members”.
The words “with independent directors forming a majority” shall be omitted.
Section 8 Entities is not required to comply with the provisions of above mentioned section.
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.
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.
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.
*The companies covered under Section 8 of the Companies Act 2013, while complying with such exceptions, modifications, and adaptations, as specified aforesaid, shall ensure that the interests of their shareholders are protected.
Conclusion: As the Section 8 Companies are helping the Government with philanthropic activities with assistance of experts on the Board of the Companies, it has been provided various exemptions to ensure that they are relieved from the burden of compliance and which are much needed to aid these Companies.
Disclaimer: This article provides general information existing at the time of preparation and we take no responsibility to update it with the subsequent changes in the law. The article is intended as a news update and Affluence Advisory neither assumes nor accepts any responsibility for any loss arising to any person acting or refraining from acting as a result of any material contained in this article. It is recommended that professional advice be taken based on specific facts and circumstances. This article does not substitute the need to refer to the original pronouncement
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