Serial Number
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Provisions of the Companies Act, 2013 (18 of
2013)
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Exceptions/Modifications/Adaptations
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(1)
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(2)
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(3)
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1.
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Clause (41) of section 2
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In Clause (41), after the second proviso, the
following proviso shall be inserted, namely :-
“Provided also that in case of a Specified
IFSC public company, which is a subsidiary of a foreign company, the
financial year of the subsidiary may be same as the financial year of its
holding company and approval of the Tribunal shall not be required.”.
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2.
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Sub-clause (viii) of clause (76) of section 2
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Shall not apply with respect to section 188.
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3.
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Sub-section (2) of section 3
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In sub-section (2), the following proviso
shall be inserted, namely:-
“Provided that a Specified IFSC public company
shall be formed only as a company limited by shares.”.
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4.
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Clause (a) of subsection (1) of section 4
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In clause (a) of sub-section (1), after the
proviso, the following proviso shall be inserted, namely:-
“Provided further that a Specified IFSC public
company shall have the suffix “International Financial Service Company” or
“IFSC” as part of its name.”.
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5.
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Clause (c) of subsection (1) of section 4
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In clause (c) of sub-section (1) of
section 4, the following proviso shall be inserted, namely:-
“Provided that a Specified IFSC public company
shall state its objects to do financial services activities, as permitted
under the Special Economic Zones Act, 2005 (28 of 2005) read with
the Special Economic Zones Rules, 2006 and any matter considered
necessary in furtherance thereof, in accordance with license to operate, from
International Financial Services Centre located in an approved multi services
Special Economic Zone, granted by the Reserve Bank of India or the Securities
and Exchange Board of India or the Insurance Regulatory and Development
Authority of India.”.
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6.
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Sub-section (1) of section 12
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In sub-section (1), the following proviso
shall be inserted, namely:-
“Provided that a Specified IFSC public company
shall have its registered office at the International Financial Services
Centre located in the approved multi services Special Economic Zone set-up
under the Special Economic Zones Act, 2005 read with the Special
Economic Zones Rules, 2006, where it is licensed to operate, at all times.”.
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7.
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Sub-section (2) of section 12
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For the words “thirty days” read as “sixty
days”.
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8.
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Sub-section (4) of section 12
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For the words “fifteen days” read as “sixty
days”.
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9.
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Sub-section (5) of section 12
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For sub-section (5), the following sub-section
shall be substituted, namely:-
“(5) Except on the authority of a resolution
passed by the Board of Directors, the registered office of the Specified IFSC
public company shall not be changed from one place to another within the
International Financial Services Centre:
Provided that the Specified IFSC public
company shall not change the place of its registered office to any other
place outside the said International Financial Services Centre.”.
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10.
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Section 21
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For the words “an officer” read as “an officer
or any other person”.
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11.
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Sub-sections (3) and (7) of section 42
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Shall not apply.
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12.
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Sub-section (6) of section 42
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For the words “sixty days” read as “ninety
days”.
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13.
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Section 43
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Shall not apply to a Specified IFSC public
company, where memorandum of association or articles of association of such
company provides for it.
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14.
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Section 47
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Shall not apply to a Specified IFSC public
company, where memorandum of association or articles of association of such
company provides for it.
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15.
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Clause (c) of subsection (1) of section 54
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Shall not apply.
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16.
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Sub-section (4) of section 56
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In sub-section (4), after the proviso, the
following proviso shall be inserted, namely:-
“Provided further that a Specified IFSC public
company shall deliver the certificates of all securities to subscribers after
incorporation, allotment, transfer or transmission within a period of sixty
days.”.
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17.
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Clause (a) of subsection (1) of section 62
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In clause (a) of sub-section (1), the
following proviso shall be inserted, namely:-
“Provided that notwithstanding anything
contained in sub-clause (i), in case of a Specified IFSC public company, the
periods lesser than those specified in the said sub-clause shall apply if
ninety per cent. of the members have given their consent in writing or in
electronic mode.”.
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18.
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Clause (b) of subsection (1) of section 62
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For the words “special resolution” read as
“ordinary resolution”.
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19.
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Section 67
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Shall not apply to a Specified IFSC public
company-
(a) in whose share capital no other body
corporate has invested any money;
(b) if the borrowings of such 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
(c) such a company is not in default in
repayment of such borrowings subsisting at the time of making transactions
under this section.
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20.
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Clauses (a) to (e) of subsection (2) of
section 73
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Shall not apply to a Specified IFSC public
company which accepts from its members, monies not exceeding one hundred per
cent. 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.
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21.
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Sub-section (1) of section 82
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In sub-section (1), the following proviso
shall be inserted, namely:-
“Provided that in case of a Specified IFSC
public company, the Registrar may, on an application by the company, allow
such registration to be made within a period of three hundred days of such
creation on payment of such additional fees as may be prescribed.”.
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22.
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Sub-section (6) of section 89
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For the words “thirty days” read as “sixty
days”.
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23.
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Sub-section (3) of section 92
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Shall not apply.
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24.
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Sub-section (1) of section 100
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In sub-section (1), the following proviso
shall be inserted, namely:-
“Provided that in case of a Specified IFSC
public company, the Board may subject to the consent of all the shareholders,
convene its extraordinary general meeting at any place within or outside
India.”.
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25.
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Sections 101 to 107 and section 109
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Shall apply in case of a Specified IFSC public
company, unless otherwise specified in the articles of the company.
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26.
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Sub-section (1) of section 117
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For the words “thirty days” read as “sixty
days”.
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27.
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Clause (g) of sub-section (3) of section 117
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Shall not apply.
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28.
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Sub-section (1) of section 118
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In sub-section (1), the following proviso
shall be inserted, namely:-
“Provided that in case of a Specified IFSC
public company, the minutes of every meeting of its Board of Directors or of
every committee of the Board, to be prepared and signed in the manner as may
be prescribed under sub-section (1) at or before the next Board meeting or
committee meeting, as the case may be and kept in the books kept for that
purpose.”.
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29.
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Sub-section (10) of section 118
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Shall not apply.
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30.
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Sub-section (3) of section 134
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In sub-section (3), following proviso shall be
inserted, namely:-
“Provided that in case of a Specified IFSC
public company, if any information listed in this sub-section is provided in
the financial statement, the company may not include such information in the
report of the Board of Directors.”.
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31.
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Section 135
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Shall not apply for a period of five years
from the commencement of business of a Specified IFSC public company.
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32.
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Section 138
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Shall apply if the articles of the company
provides for the same.
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33.
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Fourth proviso to sub section (1) of
section 139
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For the words “ fifteen days” read as “ thirty
days”.
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34.
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All provisos to subsection (2) of section
139
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Shall not apply.
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35.
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Sub-section (1) of section 140
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In sub-section (1) after the proviso, the
following proviso shall be inserted, namely:-
“Provided further that in case of a Specified
IFSC public company, where, within a period of sixty days from the date of
submission of the application to the Central Government under this
sub-section, no decision is communicated by the Central Government to the
company, it would be deemed that the Central Government has approved the
application and the company shall appoint new auditor at a general meeting
convened within three months from the date of expiry of sixty days period.”.
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36.
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Second proviso to subsection (1) of
section 149
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Shall not apply.
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37.
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Sub- section (3) of section 149
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In sub-section (3), the following proviso
shall be inserted, namely:-
“Provided that this sub-section shall apply to
a Specified IFSC public company in respect of financial years other than the
first financial year from the date of its incorporation.”.
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38.
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Sub- sections (4) to (11), clause (i) of
subsection (12) and sub-section (13) of section 149
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Shall not apply.
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39.
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Sub-section (5) of section 152
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For the words “thirty days” read as “sixty
days”.
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40.
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Sub-sections (6) and (7) of section 152
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Shall not apply.
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41.
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Section 160
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Shall apply as per the articles framed by the
company.
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42.
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Sub-section (3) of section 161
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In sub-section (3), the following proviso
shall be inserted, namely:-
“Provided that in case of a Specified IFSC
public company, the Board may appoint, any person nominated by any
institution or company or body corporate as a director in pursuance of the
provisions of any law for the time being in force or of any agreement or by
the Central Government or the State Government by virtue of its shareholding
in a Government company.”.
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43.
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Section 162
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Shall not apply.
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44.
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Proviso to sub-section (1) of section 168
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For the word “shall” read as “may”.
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45.
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Sub-section (2) of section 170
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For the words “thirty days” at both places
read as “sixty days”.
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46.
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Sub-section (1) of section 173
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In sub-section (1), after the proviso, the
following proviso shall be inserted, namely:-
“Provided further that a Specified IFSC public
company shall hold the first meeting of the Board of Directors within sixty
days of its incorporation and thereafter hold atleast one meeting of the
Board of Directors in each half of a calendar year.”.
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47.
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Sub-section (3) of section 174
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Shall apply with the exception that interested
director may participate in such meeting provided the disclosure of his
interest is made by the concerned director either prior or at the meeting.
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48.
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Section 177
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Shall not apply.
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49.
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Section 178
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Shall not apply.
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50.
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Sub-section (3) of section 179
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In sub-section (3), after the second proviso,
the following proviso shall be inserted, namely:-
“Provided also that in case of a Specified
IFSC public company, the Board can exercise powers by means of resolutions
passed at the meetings of the Board or through resolutions passed by
circulation.”.
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51.
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Section 180
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Shall apply in case of a Specified IFSC public
company, unless the articles of the company provides otherwise.
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52.
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Sub-section (2) of section 184
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Shall apply with the exception that interested
director may participate in such meeting provided the disclosure of his
interest is made by the concerned director either prior or at the meeting.
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53.
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Sub-section (1) of section 185
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In the Explanation, for clause (c), the
following clause shall be substituted, namely:-
“(c) any private company of which any such
director is a director or member in which director of the lending company do
not have direct or indirect shareholding through themselves or through their
relatives and a special resolution is passed to this effect;”.
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54.
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Sub-section (1) of section 186
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Shall not apply.
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55.
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Sub-sections (2) and (3) of section 186
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Shall not apply if a company passes a
resolution either at meeting of the Board of Directors or by circulation.
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56.
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Sub-section (5) of section 186
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In sub-section (5), after the proviso, the
following proviso shall be inserted, namely:-
“Provided further that in case of a Specified
IFSC public company, the Board can exercise powers under this sub-section by
means of resolutions passed at meetings of the Board of Directors or through
resolutions passed by circulation.”.
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57.
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Second proviso to subsection (1) of
section 188
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Shall not apply.
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58.
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Sub-section (4) of section 196
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Shall not apply.
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59.
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Section 197
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Shall not apply.
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