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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:

  1. Section 2(24) The Definition Of The ‘Secretary’:

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.

  1. Section 2(68) The Definition Of ‘Private Company’:

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

  1. Section 2(71) The Definition Of ‘Private Company’:

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

  1. Section 96(2) Annual General Meeting:

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.

  1. Section 100(1) Notice Of Meeting:

In sub-section (l), for the \words “twenty-one days”, the words “fourteen days” shall be substituted.

  1. Section 118 Minutes Of Proceedings Of General Meeting, Meeting Of Board Of Directors And Other Meeting And Resolutions Passed By Postal Ballot:

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.

  1. Section 136(1) Right Of Member To Copies Of Audited Financial Statement:

In sub-section (l), for the \words “twenty-one days”, the words “fourteen days” shall be substituted.

  1. Section 149(1) And Proviso To Subsection (1):

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.

  1. Sub-Sections (4), (5), (6), (7), (8), (9), (10), (11), Clause (I) Of Subsection (12) And Subsection (13) Of Section 149:

Shall not apply.

  1. Section 150 Manner Of Selection Of Independent Directors And Maintenance Of Databank Of Independent Directors, Proviso To Sub-Section (5) Of Section 152 & Section 160 Right Of Persons Other Than Retiring Directors To Stand For Directorship:

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.

  1. Section 165(1) Number Of Directorships:

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.

  1. Section 173(1) Meetings Of Board:

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.

  1. Section 174(1) Quorum For Meetings Of Board:

In sub-section (1),

  1. For the words “one-third of its total strength or two, directors, whichever is higher”, the words “either eight members or twenty five percent of its total strength whichever is less” shall be substituted:
  2. the following proviso shall be inserted, namely:-

“Provided that the quorum shall not be less than two members”.

  1. Section 177(2) Audit Committee:

The words “with independent directors forming a majority” shall be omitted.

  1. Section 178 Nomination And Remuneration Committee And Stakeholders Relationship Committee:

Section 8 Entities is not required to comply with the provisions of above mentioned section.

  1. Section 179 Powers Of Board:

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.

  1. Section 184(2) Disclosure Of Interest By Director:

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.

  1. 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 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


Our Expertise

Our Services

  • 01

    Valuation opinion requires the right blend of analysis, experience and professional judgement. Our team has a Registered Valuer as required under

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  • 02
    Due Diligence

    We provide financial, tax and corporate law due diligence support to our clients for inbound and outbound transactions.

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  • 03

    ESOPs are one of the important tools to attract and retain employees and have long term career with the organization.

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  • 04
    RBI / FEMA Compliance

    There are several compliances specified under FEMA for Indian Companies having FDI and ODI (Indian entities having investments in overseas Joint Venture

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  • 05
    NBFC Registration and Compliances

    We carry experience of 15 years for registration of the NBCF with the RBI or carry out the process for change in management and control of the NBFC.

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  • 06

    FinTech Companies are broadly categorized into digital payments or digital lending Companies. At Affluence,

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  • 07
    Foreign Entities

    India has emerged as one of the most attractive destinations not only for investments

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  • 08
    Company Secretarial Compliances

    We provide the entire gamut of Corporate Law Services, essential in rapidly changing regulatory and corporate environment.

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  • 09
    SEBI Registration and Compliances

    SEBI plays an important role in regulating all the players operating in the Indian capital markets. It attempts to protect the interest of investors and aims at

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  • 10
    Stressed Asset Resolution under IBC

    We provide advisory and support services to the corporates/other entities, devising and structuring solutions for stress mitigation in their enterprises/units.

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  • 11
    Initial Public Offer

    On the journey of transformation of a private company into a public company, success depends a great deal on a coordinated team

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  • 12
    Direct Tax

    The efforts of any management in modern business environment are towards enhancing a shareholder’s value. The taxes (both direct and indirect) and

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  • 13
    Indirect Tax

    We at Affluence, adopt a comprehensive approach for implementation and compliances related to the GST and with an object to offer seamless services to our clients listed below.

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  • 14
    Accounts Outsourcing

    In the fast-changing environment, procuring and retaining skilled staff is a challenge. Specially in the case of SMEs, in the absence of accounting manual

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  • 15
    Risk Advisory

    Today’s businesses across the globe increasingly seek better decision-making and stronger internal controls in order to attain greater shareholder value.

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  • 16
    Startup and MSME Advisory

    ‘Startup India’ is a flagship initiative of the Government of India, intended to catalyze startup culture and build a strong and inclusive ecosystem for innovation and

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  • 17

    Assurance and accounting services are directed towards supporting stakeholders such as lenders and investors. Our standardized

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  • 18
    Directors Due Diligence

    Director stand in a fiduciary position with the Company and Director will be held liable if Director do not act diligently in discharging his/her duties.

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What Clients Say About Us

  • We met Affluence when they were advising Mumbai Oncocare  (our portfolio company) on their fund raise. During the course of this investment journey, we were exposed to the 360 degree approach that Affluence and CA Nimish Khakhar brought to the table which was not merely limited to due diligence and modelling but went way beyond in terms of regulatory compliances, MIS development, Finance and Account support, secretarial support and so on. We were extremely relieved and pleased with the post investment support that they continue to give to Mumbai Oncocare. We actively encourage our portfolio companies to evaluate Affluence’s service offerings and have already co-opted them with some of our other portfolio companies. Affluence does a great job of identifying gaps and help bridge the same with its committed and professional approach to the tasks that they undertake. I look forward to building on this partnership with Affluence.

    Mr. Vamesh Chovatia
    Partner, TATA CAPITAL Healthcare Fund
  • We are consulting Affluence Advisory for over 15 years for tax and compliance matters. We appreciate their competence and commitment to the engagements offered to them. Affluence’s simplified and solution-based approach is very unique and commendable. My personal best wishes to Team Affluence Advisory.

    Mr. K Ullas Kamath,
    Joint Managing Director, Jyothy Labs Ltd, Chairman – FICCI Karnataka State Council
  • We have worked with Affluence and Nimish,for well over 9 years from.From creating our companies, to handling them when they are at a multi billion dollar stage, we have found them taking care of each aspect with as much attention & perfection.
    I would go on to say, that they are one of the pillars and architects of our success and wish them the very best in everything.

    Mr. Siddharth Shah
    Co-founder, MD and CEO of Pharmeasy
We are Professional

Our Team

People are our greatest asset and we believe in our people. Our multi disciplinary team would always go that extra mile to ensure that all the client deliverables are prepared within agreed time frame to technical standards and presentational quality. Our success is greatly dependent on quality and performance of our people.

  • CA Nimish Khakhar

    Nimish Khakhar

    He is a fellow member of the Institute of Chartered Accountants of India. He has over 23 years of experience in Transaction (M &A) and Transaction Support Services (Vendor and Buyer side Due Diligence). His Portfolio includes both Brick and Mortar and Modern Trade Businesses. He has played key roles in a few large M & A transactions and is also been actively involved in advising Unicorns since the commencement of operations.

  • CS S. N. Baheti

    S. N. Baheti

    He is an Associate Member of the Institute of Company Secretaries of India. He has 42 years of work experience in banking and financial services (including 34 years in IDBI group), with a diversified work profile having all-round exposure to activities of Development Financial Institutions, Infrastructure Debt Fund (NBFC), Mutual Funds, Commercial Banking, NBFC-HFC, and Company Boards including MD and CEO positions and Directorships in large corporates. Presently handling assignments as Insolvency Professional. He has played a key role as RBI representative in the resolution of one of the largest NBFC transaction.

  • CA Dwiresh Oza

    Dwiresh Oza

    He is having 27 years of extensive professional experience in Corporate Finance, Project Finance, Private Equity, Public/Rights Issues, Due Diligence, Corporate Debt Restructuring (CDR), ERP implementation, 50:50 International Joint Venture, Closely held as well as Listed Manufacturing Accounting, Statutory/Internal/Tax Audit and knowledge of IFRS. Have worked for more than 10 years in Infrastructure, viz. Ports and roads. Have demonstrated the ability to work across teams and with the senior management and Board of Directors in achieving various strategic initiatives on a time-bound and structured approach.

  • Subhamoy Chatterjee

    Subhamoy Chatterjee

    He have experience of over 21+ years in the Banking and Financial Services Industry. He has essayed leadership roles across key functions of market advisory, treasury, relationship management, and product strategy. He expertise extends to inorganic growth through acquisitions, strategy development, and technology integration. He's successfully managed Profit and Loss centers, implemented cost-saving measures, and contributed to organizations like ICICI Bank, Standard Chartered, and Thomson Reuters.

  • Tushar Trivedi

    Tushar Trivedi

    He is an Operation and Digital Transformation Consultant with 31+ years of experience in working with MNCs and large corporate clients in India and overseas like Oracle India, PwC, Citi Bank, Kotak Mahindra Bank, and NBAD. He has also been the recipient of prestigious awards from several institutions and publications.

  • CA Payal Gada

    Payal Gada

    She is a fellow member of the Institute of Chartered Accountants of India and has 18 years of post-qualification experience. She is a registered valuer with IBBI as Valuation Professional and for the last 8 years, she is working on financial modeling and fair value analysis across different industries for diverse purposes, including regulatory/compliance, investment, and financial reporting. Fair valuation across asset classes including but not limited to business valuation, intangible, ESOPs, convertible instruments, and other complex instruments.

  • CA Rashmi Dubey

    Rashmi Dubey

    She is an associate member of the Institute of Chartered Accountants of India. Over 6 years of post-qualification experience she has specialized in Risk Advisory. Her Risk Advisory experience includes internal audit, ICFR, designing of SOPs, corporate governance, enterprise risk management, internal audits.

  • CA Anand Shroff

    Anand Shroff

    He have experience of over 22+ years in Strategic Advisory and Corporate Finance. As a finance head, Anand has demonstrated the ability to work across functional teams and with the senior management and Board of Directors and achieved the organizational goals within a scheduled time through his structured approach. During his stint in the industry, Anand shouldered the responsibility of business expansion through M&A and raised capital through debts and equity. Anand has closely worked with the Promoters and took up the responsibility of execution of the entire project by coordinating with the multiple advisory agencies involved in the project. He carried this experience and assisted the Promoters with family offices set up and further advised the Promoters on domestic and overseas investments.

  • CA Hujefa Karjatwala

    Hujefa Karjatwala

    He is an associate member of the Institute of Chartered Accountants of India having experience of more than 12 years in profession. He specializes in Indirect Taxation & Internal audits. His area of interest includes Goods and Service Tax practice for SME clients and Internal audits.

  • CS Sachin Kotian

    Sachin Kotian

    He is a fellow member of the Institute of Company Secretaries of India. With Over 18 years of experience, he has expanded his advisory and compliance services for Private Equity, Venture Capital, Portfolio Companies Compliances, NBFC Registration & Compliance, Due Diligence, Mergers & Amalgamations, FDI & ODI Compliances, and ESOPs. He is also handle Client Relationships and provides guidance on FEMA / NBFC / Compounding / and other Corporate Laws related Matters.

  • CS Vinesh Mestry

    Vinesh Mestry

    He is an associated member of the Institute of Company Secretaries of India. His horizon for more than 7 years in the field of Corporate Law and adjudication-related matters before Regional Directors, NCLT. His LLB qualification gives an additional advantage in matters relating to Compounding, Mergers & Amalgamations before Regional Directors, NCLT & Other Regulatory Authorities.

  • CS Bhavesh Chheda

    Bhavesh Chheda

    He is an associate member of the Institute of Company Secretaries of India. He has experience of more than 10 years and specializes in the areas of Listing Compliance, SME & Mainboard IPO, Preferential Issues, Capital Structuring in Listed Companies, SEBI Intermediary Registration & Compliances, ESOP, Mergers & Amalgamations, Implementation of Resolution Plans after NCLT Approval, and other related matters. He also provides guidance and support to the compliance team in respect of Companies Act / RBI / FEMA / Corporate law.

  • CS Tanvi Shah

    Tanvi Shah

    She is an associate member of the Institute of Company Secretaries of India. Over 5 years of post-qualification experience, she focuses on Compliances of Companies Act/RBI/ and NBFC.

  • CS Garima Mandhania

    Garima Mandhania

    She is an associate member of the Institute of Companies Secretaries of India. She has an experience of 3 years and she focuses on Secretarial compliance, NBFC, and Listed Compliances.

  • CS Ritik Madnani

    Ritik Madnani

    He is an associate member of the Institute of Company Secretaries of India. Over 2.5 years of experience in corporate laws, he focuses on Compliances of Companies Act/RBI/ NBFC/LLP Act/ SEBI etc.

  • CS Hanuman Patel

    Hanuman Patel

    He's an associate member of the Institute of Company Secretaries of India, bringing 6 years of experience in Listed NBFC, SEBI, RBI, Companies Act, 2013, and Corporate Governance. His passion lies in guiding RBI and Listed NBFCs work, offering insights on Listing Compliances, Regulatory Compliances, Strategic Planning for NBFC Operations, Policy Frameworks, and Corporate Compliances

  • CS Abdul Shaikh

    Abdul Shaikh

  • CS Sohil Patel

    Sohil Patel

    With a background as a Qualified Company Secretary and Law Graduate, He brings over 5 years of extensive experience in managing various aspects of FEMA, Company Law, SEBI LODR, and Corporate Governance. His expertise lies in focusing on RBI and Secretarial Compliance specifically tailored for Private Equity and Venture Capital Funds.

  • CS Sudha Didwaniya

    Sudha Didwaniya

    She is a Qualified Company Secretary with 3 years of Experience in the field of FEMA, Company law, SEBI LODR & Merger, and Amalgamation. She has directed and assisted overseas Corporations and non-resident Indians in Structuring their entities and Investments in India. She is also handling the Private Equity and Venture Capital funds portfolio management program.

  • CS Megha Agarwal

    Megha Agarwal

  • CA Ambarish Sodha

    Ambarish Sodha

    He is a fellow member of the Institute of Chartered Accountants of India. Over 43 years in direct tax litigation and tax advisory services, he appears before first and second appellate authorities. Over and above Profession, he is actively engaged in several social causes including promoting girls’ education in rural areas.

  • CA Payal Khakhar

    Payal Khakhar

    She is a fellow member of the Institute of Chartered Accountants of India. She has experience with over two decades. She heads indirect tax practice that covers regular GST compliances, GST reviews, and advisory services across different sectors.

  • CA Tejas Sodha

    Tejas Sodha

    He is a fellow member of the Institute of Chartered Accountants of India. He handles Direct tax litigation and compliance for over 12 years and regularly appears before first and second appellate authorities. He advises NRI on direct tax and withholding tax matters. His involvement in complex tax structuring has been appreciated by the Clients.

  • CA Dipesh Sangoi

    Dipesh Sangoi

    He is a fellow member of the Institute of Chartered Accountants of India. He heads Assurance practice and handles listed as well as unlisted companies and MNCs over the last 15 years. He manages Statutory Audits, Bank Audits - Central Statutory and Branch Audits, and Certification work for obtaining Bank Finance and certificates required for Public Issues.

  • CA Payal Doshi

    Payal Doshi

    She is a member of the Institute of Chartered Accountants of India. Her 10 years of experience is channelized towards Statutory Audits of Listed as well as unlisted entities and Tax Audits and Certification work.

  • CA Viral Shah

    Viral Shah

    He is a member of the Institute of Chartered Accountants of India. He has experience of more than 7 years and he is involved in Statutory Audits of Listed as well as Unlisted entities and Tax Audits and Bank Audits.

  • CA Ritesh Jain

    Ritesh Jain

    He is a member of the Institute of Chartered Accountants of India. He is engaged in compliance and management support functions. His industry experience contributes significantly to his delivery.

  • CA Aakash Sarda

    Aakash Sarda

    He is a qualified Chartered Accountant having an experience of over 7 years in Indirect Taxation. He has worked with Deloitte in the Indirect Taxation team for over 5 years. He has handholded clients with Service Tax, VAT/CST, GST compliances, advisory, refunds, department audits, inquiries and investigations by intelligence wings of the department and litigation matters. He also holds experience in conducting Anti-Profiteering study. He has assisted in preparing a representation for Gems & Jewellery sector on GST concessions sought by them. Further, he holds experience with SEZ related matters such as setting up a unit in SEZ area, their monthly compliances and advising them on their business transactions. His experience also covers the examination of agreements and evaluates the GST impact of the transaction under consideration. He has provided various opinions through Memo/Notes on issues specific to clients business and industry wide issues. He has served clients like General Insurance, Internet Telecommunication, Information Technology, Hospitality sectors etc. among others.

  • Adv Dhruti Shah

    Dhruti Shah

    She is an attorney practising in taxation matters. She had represented clients before High Court, Debt Recovery Tribunals, City Civil Court and various other forums. She holds experience in handling GST advisory, compliances, returns, computation of tax & it's payment thereof and maintaining audit trials & reports for assistance with assessments. She has served clients in various sectors viz-a-viz Banking, Information Technology, Education, Gaming & Entertainment.