Companies Act 2013 · Section 462 · MCA notifications
Exemptions to Section 8 companies
Under section 462, the Central Government can exempt a class of companies from provisions of the Act, or apply them with modifications. For section 8 companies, this was done by MCA Notification G.S.R. 466(E) dated 5 June 2015, as later amended . The table lists each exemption section by section, in plain English.
Condition: Paragraph 2A (inserted by G.S.R. 584(E), 13.06.2017): the exemptions in the whole Table apply only to a section 8 company that has not defaulted in filing its financial statements under section 137 or its annual return under section 92 with the Registrar. Paragraph 2: the company must ensure that its shareholders' interests are protected while using the exemptions.
Last checked: 23 October 2026 against the notifications and their amendments.
21 exemptions, section by section
| Section | Provision | Exemption or modification | Condition / status |
|---|---|---|---|
| 2(24) | Definition of "company secretary" Chapter I |
The definition of "company secretary" in section 2(24), which means a member of the Institute of Company Secretaries of India appointed by the company, does not apply to a section 8 company. The notification does not say what replaces the definition. Section 203 (whole-time key managerial personnel) is not in this Table, so a section 8 company that crosses the section 203 thresholds should take advice before relying on this row. |
In force G.S.R. 466(E) |
| 2(68) | Definition of "private company": minimum paid-up capital Chapter I |
The minimum paid-up share capital requirement in the definition of a private company does not apply. The Companies (Amendment) Act 2015 (Act 21 of 2015, w.e.f. 29.05.2015) had already removed the one-lakh-rupee minimum from section 2(68), a week before this notification. No minimum is now prescribed for any private company. |
Redundant after Companies (Amendment) Act 2015 G.S.R. 466(E) |
| 2(71) | Definition of "public company": minimum paid-up capital Chapter I |
The minimum paid-up share capital requirement in the definition of a public company does not apply. Act 21 of 2015 (w.e.f. 29.05.2015) removed the five-lakh-rupee minimum from section 2(71). No minimum is now prescribed for any public company. |
Redundant after Companies (Amendment) Act 2015 G.S.R. 466(E) |
| 96(2) | Time, date and place of the annual general meeting (AGM) Chapter VII |
A further proviso is inserted: the board of directors may fix the time, date and place of each AGM in advance, having regard to any directions given by the company in general meeting. | In force G.S.R. 466(E) |
| 101(1) | Notice period for a general meeting Chapter VII |
A general meeting may be called on 14 clear days' notice instead of 21. | In force G.S.R. 466(E) |
| 118 | Minutes of meetings Chapter VII |
Section 118 does not apply as a whole, except that minutes may be recorded within 30 days of the end of each meeting where the articles provide for confirmation of minutes by circulation. The Secretarial Standards issued by the Institute of Company Secretaries of India may still apply to board and general meetings; check them separately. |
In force G.S.R. 466(E) |
| 136(1) | Sending copies of financial statements to members Chapter IX |
Copies of the financial statements may be sent to members 14 days before the general meeting instead of 21. | In force G.S.R. 466(E) |
| 149(1)(b) and first proviso to 149(1) | Maximum number of directors Chapter XI |
The maximum of 15 directors, and the requirement of a special resolution to appoint more than 15, do not apply. Until 13.06.2017 the whole of section 149(1) was exempt, including the minimum number of directors. Since G.S.R. 584(E), a section 8 company must have at least 2 directors (private) or 3 (public). The woman-director proviso is not exempted. |
In force G.S.R. 466(E) / serial 8 substituted by G.S.R. 584(E) dated 13.06.2017 |
| 149(4), (5), (6), (7), (8), (9), (10), (11), 149(12)(i) and 149(13) | Independent directors Chapter XI |
The requirements on independent directors (the number required, their qualifications, declarations, tenure, remuneration and related rules) do not apply. | In force G.S.R. 466(E) |
| 150 | Data bank and selection of independent directors Chapter XI |
Section 150 does not apply. | In force G.S.R. 466(E) |
| Proviso to 152(5) | Explanatory statement for appointing an independent director Chapter XI |
The proviso requiring an explanatory statement justifying the appointment of an independent director does not apply. | In force G.S.R. 466(E) |
| 160 | Right of persons other than retiring directors to stand for directorship Chapter XI |
Section 160 (14 days' notice and deposit by a candidate) does not apply to a section 8 company whose articles provide for the election of directors by ballot. | Only where the articles provide for election of directors by ballot. In force G.S.R. 466(E) |
| 165(1) | Limit on the number of directorships Chapter XI |
A directorship in a section 8 company is not counted towards the limit on the number of companies in which a person may be a director. Plain-English effect of "shall not apply" to section 165(1) (limit of 20 companies, of which no more than 10 public). The Act itself excludes only dormant companies from the count of 20 (Explanation II); the section 8 relief comes from this notification. The notification exempts the company, so whether the directorship drops out of the count of a director who also sits on other boards is a matter of interpretation; confirm before stating it as settled. |
In force G.S.R. 466(E) |
| 173(1) | Frequency of board meetings Chapter XII |
The board need hold only at least one meeting in every six calendar months, instead of four meetings a year with no more than 120 days between them. | In force G.S.R. 466(E) |
| 174(1) | Quorum for board meetings Chapter XII |
The quorum is eight members or 25 per cent of the total strength, whichever is less, instead of one-third or two directors, whichever is higher. The quorum can never be less than two members. | In force G.S.R. 466(E) |
| 177(2) | Audit committee composition Chapter XII |
The audit committee need not have a majority of independent directors. The notification's OCR text reads "171"; the substance (independent directors forming a majority) is section 177(2). Read from the scanned Gazette copy. |
In force G.S.R. 466(E) |
| 178 | Nomination and remuneration committee and stakeholders relationship committee Chapter XII |
Section 178 does not apply. | In force G.S.R. 466(E) |
| 179(3)(d), (e) and (f) | Board powers exercisable only at a meeting Chapter XII |
Borrowing, investing funds and granting loans, guarantees or security (clauses (d), (e) and (f) of section 179(3)) may be decided by the board by circulation instead of at a meeting. | In force G.S.R. 466(E) |
| 184(2) | Interested director to disclose and abstain Chapter XII |
Section 184(2) applies only if the transaction with reference to section 188 (related-party transactions), on the terms of the contract or arrangement, exceeds one lakh rupees. | In force G.S.R. 466(E) |
| 186(7) | Interest rate on inter-corporate loans Chapter XII |
A proviso is inserted: section 186(7) (minimum interest rate on loans) does not apply to a company in which 26 per cent or more of the paid-up capital is held by the Central Government, one or more State Governments, or both, for loans it gives to fund industrial research and development projects in furtherance of the objects in its memorandum. Narrow row: it helps only government-held section 8 companies that lend for research and development. |
Only where 26% or more of paid-up capital is held by the Central and/or State Governments, and only for loans funding industrial research and development within the company's objects. In force Inserted as serial 19A by G.S.R. 584(E) dated 13.06.2017 |
| 189 | Register of contracts in which directors are interested Chapter XII |
Section 189 applies only if the transaction with reference to section 188, on the terms of the contract or arrangement, exceeds one lakh rupees. | In force G.S.R. 466(E) |
Amendments to G.S.R. 466(E)
- G.S.R. 584(E) dated 13 June 2017: Substituted serial 8 (section 8 companies are now exempt only from the 15-director maximum and the special-resolution proviso, so the minimum of 2 directors for a private company and 3 for a public company applies again). Inserted serial 19A (proviso to section 186(7)). Inserted paragraph 2A, which makes the whole Table available only to a section 8 company that has not defaulted in filing its financial statements (section 137) or annual return (section 92).
Other section 462 exemptions
Exemptions to private companies (G.S.R. 464(E)) · Exemptions to Government companies (G.S.R. 463(E)) · all section 462 exemptions
Registering a non-profit? See Section 8 company registration.
Sources: MCA notifications under section 462 published in the Gazette of India (web.archive.org, web.archive.org ). This page is a plain-English guide, not the notification text. Check the official notification before relying on an exemption.