S. 2(76)(viii)

Definition of ‘Related Party’ (viii) any company which is -

1. holding, subsidiary or associate company of such company; and
2. a subsidiary of a holding company to which it is also a subsidiary

For the purpose of S. 188 [i.e., Related Party Transactions], this clause is not applicable

Any contract or arrangement with Hold Co/Sub Co/Associate Co/Fellow Sub Co not a related party transaction unless falls in any other criteria, such as common directors etc.

S. 43

Kinds of Share capital

Not Applicable if MoA or AoA so provides

S. 47

Voting rights

Not Applicable if MoA or AoA so provides

AoA can provide for no voting rights to Pref SH even in case of non-payment of dividend for 2 years or more

S. 62(1)(a)(i)

Rights issue offer to be open for -NOT < 15 days & NOT > 30 days

If 90% of the members have given their consent in writing or in electronic mode, the shorter periods shall apply

S. 62(2)

ESOP, subject to Special Resolution

Substituted by ‘Ordinary Resolution’

Now ESOP requires Ordinary Resolution, so no consequential filing in MGT 14

S. 67

Restriction on purchase of own shares or giving of loan by it for purchase of its own shares

Not applicable to a PRIVATE COMPANY :

1. in whose share capital no body corporate has invested;
2. if borrowings of such a company from banks or financial institutions or any body corporate is < twice its paid up share capital or ₹ 50 crores, whichever is lower, and
3. such a company is not in default in repayment of such borrowings subsisting at the time of making transactions under this section

S. 73(2)(a) to (e)

Acceptance of deposit from Members subject to certain conditions:

1. issue circular to members;
2. Filing Circular with RoC;
3. depositing atleast 15% in DRR a/c;
4. Deposit insurance;
5. Certifying - no default in repayment of deposit or interest thereon
6. providing security for repayment, if any

Conditions (a) to (e) not applicable to a PRIVATE COMPANY which accepts from its members monies not > 100% of aggregate of the paid up share capital and free reserves , and such company shall file the details of monies so accepted to the Registrar in such manner as may be specified

S. 101

Notice of GM

Applicable to a PRIVATE COMPANY unless:

1. otherwise mentioned in the section; or
2. AoA of the Co provides otherwise

AOA of a PRIVATE COMPANY can provide for different norms

S. 102

Statement to be annexed to (GM) notice i.e. explanatory statement

S. 103

Quorum for (G)Ms

S. 104

Chairman of GMs

S. 105

Proxies

S. 106

Restriction on voting rights - in case of unpaid calls or right of lien

S. 107

Voting by show of hands

S. 109

Demand for poll

S. 117(3)(g)

Resolutions required to filed with the RoC

PRIVATE COMPANY not required to file BRs passed u/s 179(3)

PRIVATE COMPANY not required to file the following BRs in Form MGT 14 within 30 days of passing such BRs:

1. to make calls on shareholders in respect of money unpaid on their shares;
2. to authorise buy-back of securities under section 68;
3. to issue securities, including debentures, whether in or outside India;
4. to borrow monies;
5. to invest the funds of the company;
6. to grant loans or give guarantee or provide security in respect of loans;
7. to approve financial statement and the Board’s report;
8. to diversify the business of the company;
9. to approve amalgamation, merger or reconstruction;
10. to take over a company or acquire a controlling or substantial stake in another company;

    R. 8(1) to make political contributions;

    R. 8(2) to appoint or remove key managerial personnel (KMP);

    R. 8(4) to appoint internal auditors and secretarial auditor

S. 141(3)(g)

Restrictions on no. of (statutory) audits

Following companies to be ignored while calculating the ceiling of 20 audits per person:

• OPC,
• dormant companies,
• small companies and
• private companies having paid-up share capital < ₹ 100 crore

S. 160

Right of a person other than retiring directors to stand for directorships

Not applicable to a PRIVATE COMPANY

Notice from a member/such director along with a deposit of ₹ 1 lakh no more required for appointment at a GM

S. 162

Appointment of directors to be voted individually

Not applicable to a PRIVATE COMPANY

More than 1 directors can be appointed by a single resolution

S. 180

Restrictions on powers of BoD:

1. to sell undertaking;
2. to invest compensation received as a result of amalgamation;
3. to borrow in excess of paid-up capital + free reserves;
4. to remit debt due from a director

Not applicable to a PRIVATE COMPANY

Special resolution for excess borrowings no more required to be passed and hence question of filing it will not arise. However if special resolution is passed for whatever reason, then filing it with RoC will be necessary.

S. 184(2)

Interest Director to disclose his interest, and not to participate

Interested Director in a PRIVATE COMPANY may participate after disclosure of his interest

Interested Director in a PRIVATE COMPANY may participate after disclosure of his interest

But, interested director cannot be counted for quorum u/s 174

S. 185

Loan to Directors, etc.

Not applicable to a PRIVATE COMPANY:

1. in whose share capital no other body corporate has invested money;
2. if the borrowing of such a company from banks or financial institutions or any body corporate is < twice of its paid-up share capital or ₹ 50 crores, whichever is lower; and
3. such company has no subsisting default in repayment of such borrowings subsisting at the time of making transaction under this section

S. 188(1) 2nd Proviso

Related Party Transactions

-Related Party Member not allowed to vote in Special Resolution, where required to be passed due to threshold limits being exceeded

Not Applicable to a PRIVATE COMPANY

Related Party who is a member can vote on such special resolution

S. 196(4) & (5)

Appointment of MD, WTD subject to S. 197 read with Sch. V, -

• subject to approval at next GM, and
• subject to approval by CG where appt is at variance with Sch. V Return of appt to be filed

Not Applicable to a PRIVATE COMPANY

Now appointment of MD/WTD/Manager of a PRIVATE COMPANY need not be in compliance with S. 197/Sch. V