NOTIFIED SECTION APPLICABLE TO SPECIFIC UNLISTED PUBLIC LIMITED COMPANIES

COMPANIES ACT, 2013

NOTIFIED SECTION APPLICABLE TO SPECIFIC UNLISTED PUBLIC LIMITED COMPANIES

Section 12	The name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications
Section 46	For issue of fresh certificate new format to be used
Section 56	For transfer of shares new format of share transfer to be used
Section 92	Annual Return to be prepared for the closure of financial year Annual Return to be signed by Director and Company Secretary Certificate of Company Secretary in Practise is required along with Annual Return Extract of Annual return to form Board of Directors report
Section 135	Corporate Social Responsibility (CSR) Committee to be formed CSR Policy need to be adopted by the Board If the company fails to spend such amount, the Board shall, in its report made under clause (o) of sub-section (3) of section 134, specify the reasons for not spending the amount
Section 138	The internal auditor may or may not be an employee of the company
Section 139	No individual as auditor for more than one term of five consecutive years and An audit firm as auditor for more than two terms of five consecutive years
Section 149	Every company shall have at least one director who has stayed in India for a total  period of not less than one hundred and eighty-two days in the previous calendar year
Section 152	Minimum 1 (one) Women Director should be there Minimum 2 (two) Independent Directors should be there Pre-approved DIN is required to consider appointment of a person as director Consent of Director need to be obtained in specific format and need to be attached to the filing Notice of the resignation of director should be filed by the Director directly with ROC. This is in addition to the filing of the company for intimation of cessation of directorship
Section 167	Any director absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board he shall ceased to be the director
Section 173	To hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. Meetings of Board through video conferencing or other audio visual means can be conducted The director, who desire, to participate may intimate his intention of participation through the electronic mode at the beginning of the calendar year and such declaration shall be valid for one calendar year A director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules. With respect to every meeting conducted through video conferencing or other audio visual means authorised under these rules, the scheduled venue of the meeting as set forth in the notice convening the meeting, which shall be in India, shall be deemed to be the place of the said meeting and all recordings of the proceedings at the meeting shall be deemed to be made at such place
Section 177	The Audit Committee shall consist of a minimum of three directors with independent directors forming a majority
Section 178	Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors
Section 179	The following powers shall also be exercised by the Board of Directors only by means of resolutions passed at meetings of the Board (1)  to make political contributions; (2) to appoint or remove key managerial personnel (KMP); (3) to take note of appointment(s) or removal(s) of one level below the Key Management Personnel; (4) to appoint internal auditors and secretarial auditor; (5) to take note of the disclosure of director’s interest and shareholding; (6) to buy, sell investments held by the company (other than trade investments), constituting five percent or more of the paid up share capital and free reserves of the investee company; (7) to invite or accept or renew public deposits and related matters; (8) to review or change the terms and conditions of public deposit; (9) to approve quarterly, half yearly and annual financial statements or financial results as the case may be.
Section 188	Prior approval of the Company by a Special Resolution required (instead of Central Government approval)
Section 203	The  company shall have the following whole-time key managerial personnel,— (i) Managing Director, or Chief Executive Officer or Manager and in their absence, a whole-time director; (ii) Company secretary; and (iii) Chief Financial Officer Apart from filing appointment form, the company should file a return of appointment of a Managing Director, Whole Time Director or Manager, Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) within sixty days of the appointment , with the Registrar informing details of remuneration, etc. (If remuneration is not within the limit approval of the Central Government to be taken)
Section 204	Secretarial audit report from Company Secretary in Practice need to be obtained