Analysis of Private Company :

Sections Changes introduced in Changes brought in Impact

the Principal the Principal
Notification dated Notification dated
05/06/2015 13/06/2017
Chapter I, clause (40) For the proviso, the In the new
of section 2. following shall be notification, the
substituted, namely:- financial statements of
Provided that the a start-up private
financial statement, company may not
with respect to person include the cash flow
company, small statement.
company, dormant
company private
company (if such
private company is a
start-up) may not
include the cash flow
statement
Explanation. - For the
purposes of this Act,
the term 'start-up' or
"start-up company"
means a private
company incorporated
under the Companies
Act, 2013 (18 of
20'l3) or the
Companies Act, 1956
('l of 1956) and
recognized as start-up
in accordance with the
notification issued by
the Department of
Industrial Policy and
Promotion, Ministry
of Commerce and
Industry."
Chapter V, clauses (a) Shall not apply to a Shall not apply to a In the new
to (e) of sub-section private company private company- notification, the
(2) of section 73. which accepts from its (A) Which accepts exceptions shall not
members monies not from its members apply to a private
exceeding one monies not exceeding company-
hundred per cent of one hundred per cent 1. Which accepts from
aggregate of the paid of aggregate of the its members monies
 up share capital and paid up share capital, not exceeding one
free reserves, and free reserves and hundred per cent of
such company shall securities premium aggregate of securities
file the details of account; or premium account.
monies so accepted to (B) which is a start- 2. which is start-up
the Registrar in such up, for five years from only for the period of
manner as may be the date of its five years from the
specified. incorporation; or date of its
(C) which fulfills all incorporation,
of the following 3.which fulfills the
conditions, namely:- following conditions:
(a) which is not an (a) which is not an
associate or a associate or a
subsidiary company subsidiary company
of any other company; of any other company;
(b) if the borrowings (b) if the borrowings
of such a company of such a company
from banks or from banks or
financial institutions financial institutions
or anybody corporate or anybody corporate
is less than twice of is less than twice of
its paid up share its paid up share
capital or fifty crore capital or fifty crore
rupees, whichever is rupees, whichever is
lower; and lower; and
(c) such a company (c) such a company
has not defaulted in has not defaulted in
the repayment of such the repayment of such
borrowings subsisting borrowings subsisting
at the time of at the time of
accepting deposits accepting deposits.
under this section: The above mentioned
Provided that the conditions so as to
company referred to grant certain
in clauses (A), (B) or exceptions to the
(C) shall file the private company have
details of monies been introduced in the
accepted to the new notification
Registrar in such which provides
manner as may be certain restrictions to
specified." the private companies
as compared to the
principal notification.

Chapter VII, clause Shall apply to private In the new

(S) of sub-section (1) companies which are notification,
of section 92 small companies, exemptions have been
namely:- given to the private
"(g) aggregate amount companies which are
of remuneration small companies
drawn by directors;" where aggregate of
remuneration is drawn
by directors.
In the principal
notification no
exemption have been
given to the small
private companies.
Chapter VII, proviso For the proviso, the In the new
to sub-section (1) of following proviso notification, the
section 92 shall be substituted, annual return of the
namely:- Provided One person company,
that in relation to One small company and
Person Company, private start-up
small company and company will now
private company (if have to be signed by
such private company the company
is a start-up), the secretary, or where
annual return shall be there is no company
signed by the secretary, by the
company secretary, or director of the
where there is no company.
company secretary, by In the principal
the director of the notification no such
company." signatures were
required by the
company secretary or
by the director of the
company.
Chapter X, clause (i) Shall not apply to a In the new
of sub-section (3) of private company:- notification, certain
section 143. (i) which is a one limitations have been
person company or a specified with respect
small company; or to one person
(ii) which has company or a small
turnover less than company which has
rupees fifty crores as turnover less than
per latest audited rupees fifty crores as
financial statement or per latest audited
which has aggregate financial statement or
borrowings from which has aggregate
banks or financial borrowings from
 institutions or banks or financial
anybody corporate at institutions or
any point of time anybody corporate at
during the financial any point of time
year less than rupees during the financial
twenty five crore." year less than rupees
twenty five crore.
In the principal
notification no such
limitation was
specified.
Chapter XII, sub- For sub-section (5), In the new
section (5) of section the following sub- notification, private
173. section shall be company shall be
substituted, namely:- deemed to have
(5) A One Person complied with the
Company, small provisions of this
company, dormant section if at least one
company and a meeting of the Board
private company (if of Directors has been
such private company conducted in each half
is a start-up) shall be of a calendar year and
deemed to have the gap between the
complied with the two meetings is not
provisions of this less than ninety days.
section if at least one
meeting of the Board
of Directors has been
conducted in each half
of a calendar year and
the gap between the
two meetings is not
less than ninety days:
Provided that nothing
contained in this sub-
section and in section
174 shall apply to One
person Company in
which there is only
one director on its
Board of Directors.
Chapter XII, sub- Shall apply with the In the new
section (3) of section exception that the notification,
174. interested director exceptions will only
may also be counted be applicable where
towards quorum in the interested director
 such meeting after may also be counted
disclosure of his towards quorum in
interest pursuant to such meeting after
section 184. disclosure of his
interest.
Paragraph 2A The exceptions, In the new
modifications and notification,
adaptations provided exceptions in column
in column (3) of the 3 of the table shall
aforesaid Table shall only be applicable to
be applicable to a the private company
private company which has not
which has not committed a default in
committed a default in filing its financial
filing its financial statements which was
statements under previously not stated
section 137 of the said in the principal
Act or annual return notification.
under section 92 of
the said Act with the
Registrar.