Sections applicable

Description with amendment 

Section 2Related party

Provision of section 2 (76) (vii) i.e., Holding, subsidiary or an associate Company or a subsidiary of holding Company to which it is also a subsidiary (fellow subsidiary) will not be considered as related party for the purpose of section 188. [Section 2(76)(viii)]

Section 3Formation of Company.

Only two persons are required to form a Private Company. [Section 3(1)b]

A Private Company other than a Company registered under section 8 of the Act having paid up share capital of Rs 50 lakhs or less or average annual turnover during the relevant period is Rs 2 crore or less may convert itself into one person Company by passing a special resolution in the general meeting. [Section 3 read with rule no 7 of the Companies (Incorporation) Rules, 2014]

Section 39Allotment of securities by Company

Requirement related to minimum subscription and minimum application money is not application

Section 43 Kinds of share capital

Provisions of sec 43 shall not apply where memorandum or articles of association of a Private Company so provides.

Section 47Voting rights

Provisions of sec 47 shall not apply where memorandum or articles of association of a Private Company so provides

Section 54Issue of sweat equity shares

Not required to comply SEBI guidelines for issue of sweat equity shares

Section 62Further issue of share capital

A Private Company is not required to comply with the provision with respect to the minimum time period to open an offer and dispatch of offer notice through registered post or speed post or through electronic mode if 90% of the members of a Private Company have given their consent in writing or in electronic mode. [Section 62 (1) (a) (i) & 2]

Section 62Further issue of share capital

A Private Company can offer shares to employees under a scheme of employees’ stock option by passing ordinary resolution instead of a special resolution. [Section 62 (1) (b)]

Section 67Restrictions on purchase by Company or giving of loans by it for purchase of its shares.

Provisions of Section 67 shall not be applicable to Private Companies:

• in whose share capital no other body corporate has invested any money;

• if the borrowings of such a Company from banks or financial institutions or anybody corporate is less than twice its paid up share capital or fifty crore rupees whichever is lower; and

• such a Company is not in default in repayment of such borrowings subsisting at the time of making transactions under this section.

Section 68Power of Company to purchase its own securities

Not required to comply SEBI guidelines for issue of sweat equity shares, file declaration of solvency and return of buy-back with SEBI

Section 73Prohibition on acceptance of deposits from public

The provisions relating to acceptance of deposits shall not apply to a Private Company which accepts deposits from its members monies not exceeding 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 [Section 73(2) (a) to (e)]

Section 93Return to be filed with the Registrar in case promoter’s stake changes

Not required to file return of changes in shareholding of promoter and top ten shareholders with the Registrar

Section 101Notice of meeting

Shall apply unless otherwise specified in section or the Articles of the Company provide otherwise

Section 102Statement to be annexed to notice

Shall apply unless otherwise specified in section or the Articles of the Company provide otherwise

Section 103Quorum for meetings

Shall apply unless otherwise specified in section or the Articles of the Company provide otherwise

Section 104Chairman of meetings

Shall apply unless otherwise specified in section or the Articles of the Company provide otherwise

Section 105Proxies

Shall apply unless otherwise specified in section or the Articles of the Company provide otherwise

Section 106Restriction on voting rights

Shall apply unless otherwise specified in section or the Articles of the Company provide otherwise

Section 107Voting by show of hands

Shall apply unless otherwise specified in section or the Articles of the Company provide otherwise

Section 108Voting through electronic means

Not required to provide facilities to members to exercise their right to vote at general meetings by electronic means. [Section 108 read with rule 20(1) of the Companies (Management and Administration) Rules, 2014]

Section 109Demand for poll

Shall apply unless otherwise specified in section or the Articles of the Company provide otherwise

Section 110Postal ballot

Not required to pass mandatory business by way of postal ballot. [Section 110 read with Rule 22(16) of the Companies (Management and Administration) Rules, 2014]

Section 117Resolutions and agreements to be filed

Board resolution passed u/s 179 (3) are not required to be filed with Registrar in MGT-14 [Section 117 (3) (g)]

Section 120Maintenance and Inspection of documents in electronic form

Not required to maintain records in electronic format [Section 120 read with Rule no 27 (1) of the Companies (Management and Administration) Rules 2014]

Section 121Report on annual general meeting (AGM)

Not required to file report on annual general meeting with Registrar

Section 134Financial Statement, Board's report, etc

• Private Company is not required to state in its Boards’ report the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

• Not required to disclose in the director’s responsibility statement, any statement regarding internal control

Section 136Right of member to copies of audited financial statement

Not required to place its financial statement including the consolidated financial statement along with all other documents required to be attached or annexed to, on its website, if any.

Section 149Company to have Board of directors (BOD)

Not required to have a woman director on its Board. [Section 149 read with rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014]

Not required to appoint an independent director on its Board. [Section 149 read with rule 4 of The Companies (Appointment and Qualification of Directors) Rules, 2014]

Required to have only two minimum directors.

Section 152Appointment of directors

No requirement of retirement by rotation of directors at Annual General Meeting.

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

Shall not apply

Section 161Appointment of additional director, alternate director and nominee director

Not required to fill a casual vacancy in a meeting of its Board.

Section 162Appointment of directors to be voted individually

Shall not apply

Section 164Disqualifications for appointment of director

Can provide for additional grounds for disqualification of a director in its articles of association.

Section 167Vacation of office of director

Can provide for additional grounds for vacation of office of a director in its articles of association .[Section 167(4)]

Section 177Audit committee

Not required to constitute an audit committee. [Section 177 read with rule 6 of the Companies (Meeting of Board and its powers) Rules, 2014]

Section 178Nomination and remuneration committee and stakeholder’s relationship committee

Not required to constitute a Nomination and remuneration committee. [Section 178 read with rule7 of the Companies (Meeting of Board and its powers) Rules, 2014]

Section 180Restrictions on powers of Board

The Board of Directors can exercise the powers prescribed u/s 180 without passing a special resolution.

Section 184Disclosure of interest by director

The Directors may participate at the meeting of the Board in which the contract or arrangement is discussed after disclosure of his interest. [Section 184 (2)]

Section 185Loan to Directors

Shall not apply to a Private Company -

• in whose share capital no other body corporate has invested any money;

• if the borrowings of such a Company from banks or financial institutions or any body corporate is less than twice of its paid up share capital or fifty crore rupees, whichever is lower; and

• such a Company has no default in repayment of such borrowings subsisting at the time of making transactions under this section

Section 188Related party transactions

• Shall not be required to obtain the approval of shareholders by way of special resolution in case the transactions with the related party exceed the prescribed limits [Section 188 (1) first proviso]

• Related parties can vote on the resolution in the shareholders meeting.
  [Section 188 (1) second proviso]

Section 190Contract of employment with managing or whole-time directors

The provisions of this section shall not apply to a Private Company.

Section 196 Appointment of managing director whole-time director or manager (WTD/MD)

Compliance of Schedule V along with approval of shareholders & Central Government is not required for appointment of managing director, manager and whole time director and no returns need to be filed with the Registrar for this purpose. [Section 196 (4) & (5)]

Section 197Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits

• The limit prescribed for remuneration with respect to directors shall not apply to a Private Company

• No approval of the Central Government is required in case of increase in the remuneration of directors, managing director, whole-time director or manager whether at appointment, re-appointment or at any other time.

• Not required to disclose in the Board reports the details relating to remuneration

[Section 197 read with Rule no 5(1) of the Companies (Appointment and payment of managerial remuneration) 2014]

Section 203Appointment of key managerial personnel (KMP)

Not required to appoint key managerial personnel except Company Secretary. [Section 203 read with rule 8 & 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Section 204Secretarial Audit for bigger companies

Not required to get a secretarial audit conducted. [Section 204 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]