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[Cos'Act] Exemption to Specified IFSC Public Company under Section 462 of the Companies Act, 2013


1. In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of Section 462 and in pursuance of sub-section (2) of the said section of the Companies Act, 2013 (18 of 2013), the Central Government, in the interest of public, hereby directs that certain provisions of the Companies Act, 2013 (18 of 2013), as specified in column (2) of the Table, shall not apply or shall apply with such exceptions, modifications and adaptations as specified in column (3) of the said Table, to an unlisted public company which is licensed to operate by the Reserve Bank of India or the Securities and Exchange Board of India or the Insurance Regulatory and Development Authority of India from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 (28 of 2005) read with the Special Economic Zones Rules, 2006 (herein after referred to as “Specified IFSC public company”), namely:—

Serial
Number
Provisions of the Companies    Act,    2013 (18 of 2013)
Exceptions/Modifications/Adaptations
(1)
(2)
(3)
1
Clause (41) of section 2
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.".
2
Sub-clause (viii) of
clause (76) of section 2
Shall not apply with respect to section 188.
3
Sub-section (2) of
section 3
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.".
4
Clause (a) of sub- section (1) of section 4
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.".
5
Clause (c) of sub-
section (1) of section 4
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.".
6
Sub-section (1) of
section 12
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.".
7
Sub-section (2) of
section 12
For the words "thirty days" read as "sixty days".
8
Sub-section (4) of
section 12
For the words "fifteen days" read as "sixty days".
9
Sub-section (5) of
section 12
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.".
10
For the words "an officer" read as "an officer or any other person".
11
Sub-sections (3) and (7) of section 42
Shall not apply.
12
Sub-section (6) of section 42
For the words "sixty days" read as "ninety days".
13
Shall not apply to a Specified IFSC public company, where memorandum of association or articles of association of such company provides for it.
14
Shall not apply to a Specified IFSC public company, where memorandum of association or articles of association of such company provides for it.
15
Clause (c) of sub-
section (1) of section 54
Shall not apply.
16
Sub-section (4) of
section 56
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.".
17
Clause (a) of sub-
section (1) of section 62
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.".
18
Clause (b) of sub-
section (1) of section 62
For the words "special resolution" read as  "ordinary resolution".
19
Section 67
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.
20
Clauses (a) to (e) of sub-section (2) of section 73
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.
21
Sub-section (1) of
section 82
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.".
22
Sub-section (6) of
section 89
For the words "thirty days" read as "sixty days".
23
Sub-section (3) of
section 92
Shall not apply.
24
Sub-section (1) of
section 100
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.".
25
Sections 101 to 107 and section 109
Shall  apply  in  case  of  a  Specified  IFSC  public  company,  unless otherwise specified in the articles of the company.
26
Sub-section (1) of
section 117
For the words "thirty days" read as "sixty days".
27
Clause (g) of sub-section (3) of section 117
Shall not apply.
28
Sub-section (1) of
section 118
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.".
29
Sub-section (10) of
section 118
Shall not apply.
30
Sub-section (3) of
section 134
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.".
31
Section 135
Shall not apply for a period of five years from the commencement  of business of a Specified IFSC public company.
32
Section 138
Shall  apply if the articles of the company  provides for the same.
33
Fourth proviso to sub
section (1) of section 139
For the words " fifteen days" read as " thirty days".
34
All provisos to sub-
section (2)  of section 139
Shall not apply.
35
Sub-section (1) of
section 140
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.".
36
Second proviso to sub-section (1) of section 149
Shall not apply.
37
Sub- section (3) of
section 149
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.".
38
Sub- sections (4) to
(11), clause (i) of sub- section (12) and
sub-section (13)   of section 149
Shall not apply.
39
Sub-section (5) of
section 152
For the words "thirty days" read as "sixty days".
40
Sub-sections (6) and (7)
of section 152
Shall not apply.
41
Section 160
Shall apply as per the articles framed by the company.
42
Sub-section (3) of
section 161
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.".
43
Section 162
Shall not apply.
44
Proviso to sub-section
(1) of section 168
For the word "shall" read as  "may".
45
Sub-section (2) of
section 170
For the words "thirty days" at both places read  as "sixty days".
46
Sub-section (1) of
section 173
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.".
47
Sub-section (3) of section 174
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.
48
Section 177
Shall not apply.
49
Section 178
Shall not apply.
50
Sub-section (3) of section 179
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.".
51
Section 180
Shall apply in case of a Specified  IFSC  public company,  unless the articles of the company provides otherwise.
52
Sub-section (2) of
section 184
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.
53
Sub-section (1) of section 185
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;".
54
Sub-section (1) of
section 186
Shall not apply.
55
Sub-sections (2) and (3)
of section 186
Shall not apply if a company passes a resolution either at meeting of the Board of Directors or by circulation.
56
Sub-section (5) of section 186
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.".
57
Second proviso to sub-
section (1) of section 188
Shall not apply.
58
Sub-section (4) of
section 196
Shall not apply.
59
Section 197
Shall not apply.

2. A copy of this notification has been laid in draft before both Houses of the Parliament as required by sub-section (2) of section 462 of the Companies Act, 2013 (18 of 2013).

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