With an objective to provide certain exemptions to Private Companies, Ministry of Corporate Affairs ('MCA') had issued a Notification on June 5, 2015. After 2 years, the MCA has amended the said Notification. By amendment, the MCA has extended the exemptions in the Notification to Private Cos. / Small Cos. / Start-Ups / OPC. The document relates to the highlights and analysis of the extended exemptions:

1. Gaurav Pingle & Associates
Company Secretaries
Gaurav Pingle & Associates | Company Secretaries
‘Shivaganga’, Bharati Niwas Colony,
Off Prabhat Road, Near Income Tax Office,
Pune - 411004.
Introduction:
With an objective to provide certain exemptions to Private Companies, MCA had issued a Notification on
June 5, 2015. After 2 years, the MCA has amended the said Notification. By amendment, the MCA has
extended the exemptions in the Notification to Start-Ups. MCA has provided few more exemptions to
Private Cos./Small Cos./Start-Ups/OPC.
Highlights, Analysis and Comparison (with existing provisions) of the recent exemptions to Pvt. Cos.:
(1) Definition of ‘Financial Statements’ is amended, whereby the OPC, Small Co., Dormant Co. and
Private Co. (which is Start-Up) may not include the cash flow statements. Earlier this exemption
was extended only to OPC, Small Co., Dormant Co.,
(2) Section 73(2) of Cos. Act, 2013 – relating to acceptance of deposits is not applicable to:
(i) Private Co. which accepts from its members monies not exceeding 100% of aggregate of
paid-up share capital, free reserves and Securities Premium Account, OR
(ii) Start-Ups,
(iii) Co. which is not an Associate Co. or Subsidiary Co. of another company, borrowings are
within prescribes limits and such Co. has not defaulted in repayment of such borrowings.
(3) Small Cos. are required to disclose only remuneration to directors in its Annual Return (earlier,
all Cos. were required to disclose remuneration to directors and Key Managerial Personnel),
(4) Annual Return of an OPC, Small Co. and Private Co. (which is a Start-Up) shall be signed by the
CS or where there is no CS, by the director of the Co.,
(5) Statutory Auditor need not state - whether the company has adequate internal financial controls
system in place and the operating effectiveness of such control - for the an OPC or Small Co. or a
Private Co. which has turnover less than Rs. 50 crores or which has aggregate borrowings from
the banks / FIs or any Body Corporate at any point of time during the financial year less than Rs.
25 crores,
(6) OPC, Small Co. and Dormant Co. and Private Co. (which is a start-up) shall be deemed to have
complied with the provisions of Sec. 173 if at least 1 meeting of the Board of Directors has been
conducted in each half of a calendar year and the gap between the 2 meetings is not less than
90 days (earlier this provision was applicable to only OPC, Small Co. and Dormant Co.)
(7) Interested Director may be counted for quorum in the Board meeting, after he has made
requisite disclosure of interest u/s 184 of Cos. Act, 2013.
Click here to read the MCA Notification dated June 13, 2017.
With Best Regards,
CS Gaurav Pingle
(M): +91 9975565713
(E): gp@csgauravpingle.com
(W): www.csgauravpingle.com