Section 395 of Companies Act, 2013 – Annual reports where one or more State Governments are members of companies

  • Updated Till : November 11, 2018

SECTION 395. ANNUAL REPORTS WHERE ONE OR MORE
STATE GOVERNMENTS ARE MEMBERS OF COMPANIES

[Effective from 1st April, 2014]

(1) Where the Central Government is not a member of a Government company, every State Government which is a member of that company, or where only one State Government is a member of the company, that State Government shall cause an annual report on the working and affairs of the company to be—

(a)   prepared within the time specified in sub-section (1) of section 394; and

(b)   as soon as may be after such preparation, laid before the House or both Houses of the State Legislature together with a copy of the audit report and comments upon or supplement to the audit report referred to in sub-section (1) of that section.

(2) The provisions of this section and section 394 shall, so far as may be, apply to a Government company in liquidation as they apply to any other Government company.

Exemption from certain provisions of the Companies Act, 2013
to Government Companies

Notification No. G.S.R.­­­­ 463(E), dated 5-6-2015

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 said section of the Companies Act.20l3 (18 of 2013) and in supersession of notifications issued under section 620 of the Companies Act, 1956 (1 of 1956), except as respects things done or omitted to be done before such supersession, the Central Government, in the interest of public, hereby directs that certain provisions of the Companies Act, 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 a Government company, namely:-

Sl. No. Chapter Number/Section number/Sub-section(s) in the Companies Act, 2013 Exceptions, Modifications and Adaptations
(1) (2) (3)
1. Chapter II, section 4 In section 4, in sub-section (l), in clause (a), the words ‘in the case of a public limited company, or the last words “Private Limited” in the case of a private limited company’ shall be omitted.
2. Chapter IV, section 56 In sub-section (l), after the proviso, the following provisos shall be inserted, namely:-

Provided further that the provisions of this sub-section, in so far as it requires a proper instrument of transfer, to be duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee, shall not apply with respect to bonds issued by a Government company, provided that an intimation by the transferee specifying his name, address and occupation, if any, has been delivered to the company along with the certificate relating to the bond; and if no such certificate is in existence, along with the letter of allotment of the bond:

Provided also that the provisions of this sub-section shall not apply to a Government Company in respect of securities held by nominees of the Government.

3. Chapter VII, section 89. Shall not apply.
4. Chapter VII, section 90. Shall not apply.
5. Chapter VII, sub-section (2) of section 96. In sub-section (2), for the words “some other place within the city, town or village in which the registered office of the company is situate”, the words “such other place as the Central Government may approve in this behalf” shall be substituted.
6. Chapter VIII, second proviso to sub-section (1) of section 123. Shall not apply to a Government Company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments.
7. Chapter VIII, sub-section (4) of section 123. Shall not apply to a Government Company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments or by one or more Government Company.
8. Chapter IX, section 129. Shall not apply to the extent of application of Accounting Standard 17 (Segment Reporting) to the companies engaged in defence production.
9. Chapter IX, clause (e) of sub-section (3) of section 134. Shall not apply.
10. Chapter IX. clause (p) of sub-section (3) of section 134. Shall not apply in case the directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government, as per its own evaluation methodology.
11. Chapter XI, section 149(l)(b) and first proviso to sub-section (l) of section 149. Shall not apply.
12. Chapter XI, clause (a) of sub-section (6) of section 149. In section 149, in sub-section (6), in clause (a), for the word “Board”, the words “Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government” shall be substituted.
13. Chapter XI, clause (c) of sub-section (6) of section 149. Shall not apply.
14. Chapter XI, sub-section (5) of section 152. Shall not apply where appointment of such director is done by the Central Government or State Government, as the case may be.
15. Chapter XI, sub-sections (6) and (7) of section 152. Shall not apply to –

(a) a Government Company in which the entire paid up share capital is held by the Central Government, or by any Stale Government or Governments or by the Central Government and one or more State Governments;

(b) a subsidiary of a Government company, referred to in (a) above, in which the entire paid up share capital is held by that Government company.

16. Chapter XI, section 160 Shall not apply to –

(a) a Government Company in which the entire paid up share capital is held by the Central Government, or by any Stale Government or Governments or by the Central Government and one or more State Governments;

(b) a subsidiary of a Government company, referred to in (a) above, in which the entire paid up share capital is held by that Government company.

17. Chapter XI, section 162 Shall not apply to –

(a) a Government Company in which the entire paid up share capital is held by the Central Government, or by any Stale Government or Governments or by the Central Government and one or more State Governments;

(b) a subsidiary of a Government company, referred to in (a) above, in which the entire paid up share capital is held by that Government company.

18. Chapter XI, section 163 Shall not apply to –

(a) a Government Company in which the entire paid up share capital is held by the Central Government, or by any Stale Government or Governments or by the Central Government and one or more State Governments;

(b) a subsidiary of a Government company, referred to in (a) above, in which the entire paid up share capital is held by that Government company.

19. Chapter XI, sub-section (2) of section 164 Shall not apply.
20. Chapter XI, section 170 Shall not apply to a Government Company in which the entire share capital is held by the Central Government, or by any State Government or Governments or by the Central Government or by one or more State Governments.
21. Chapter XI, section 171 Shall not apply to a Government Company in which the entire share capital is held by the Central Government, or by any State Government or Governments or by the Central Government or by one or more State Governments.
22. Chapter XII, clause (i) of sub-section (4) of section 177. In clause (i) of sub-section (4) of the section 177, for the words “recommendation for appointment, remuneration and terms of appointment” the words “recommendation for remuneration” shall be substituted.
23. Chapter XII, sub-sections (2), (3) and (4) of section 178. Shall not apply to Government company except with regard to appointment of ‘senior management’ and other employees.
24. Chapter XII, section 185. Shall not apply to Government company in case such company obtains approval of the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government before making any loan or giving any guarantee or providing any security under the section.
25. Chapter XI, section 186. Shall not apply to –

(a) a Government Company engaged in defence production;

(b) a Government company, other than a listed company, in case such company obtains approval of the Ministry or Department of the Government which is administratively in charge of the company, or, as the case may be, the State Government before making any loan or giving any guarantee or providing any security or making any investment under the section.

26. Chapter XII, first and second proviso to sub-section (1) of section 188. Shall not apply to –

(a) a Government Company in respect of contracts or arrangements entered into by it with any other Government company;

(b) a Government company, other than a listed company, in respect of contracts or arrangements other than those referred to in clause (a), in case such company obtains approval of the Ministry of Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government before entering into such contract or arrangement.

27. Chapter XIII, sub-sections (2), (4) and (5) of section 196. Shall not apply.
28. Chapter XIII, section 197. Shall not apply.
29.

 

Chapter XIII, sub-sections (1), (2), (3) and (4) of section 203.

 

After sub-section (4), the following sub-section shall be inserted, namely:—

“(4A) The provisions of sub-sections (1), (2), (3) and (4) of this section shall not apply to a managing director or Chief Executive Officer or manager and in their absence, a whole-time director of the Government Company.”

30. Chapter XXIX, sub-section (2) of section 439. In sub-section (2), the words “the Registrar, a shareholder of the company, or of” shall be omitted.

 

The Government companies, while complying with such exceptions, modifications and adaptations, as specified in column (3) of the aforesaid Table, shall ensure that the interests of their shareholders are protected.

Further exemption given to Government Companies under

Schedule III of the Companies Act, 2013

Notification No. S.O. 2437(E) dated 4-9-2015

In exercise of the powers conferred by sub-section (6) of section 129 of the Companies Act, 2013, the Central Government hereby, in public interest, directs that paras 5 (ii) (a) (1), 5 (ii) (a) (2), 5(ii) (e), 5 (iii), 5 (viii) (a), 5 (viii) (b), 5 (viii) (c) and 5 (viii) (e) relating to Additional Information of the General Instructions for preparation of Statement of Profit and Loss in Schedule III of the Companies Act, 2013 shall not apply to government companies producing Defence Equipment including the Space Research subject to fulfilment of following conditions, namely:—

Conditions:

A. The Board of Directors of the Company has given consent with regard to non-disclosure of information relating to paras 5(ii)(a)(1), 5(ii)(a)(2), 5(ii)(e), 5(iii), 5(viii)(a), 5(viii)(b), 5(viii)(c) and 5(viii)(e), as may be applicable;

B. The Company shall disclose in the Notes forming part of the balance sheet and profit and loss account, the fact of grant of exemption under this notification;

C. The company shall comply with the prescribed Accounting Standards;

D. The company shall ensure that its financial statements represent a true and fair state of affairs of its finances; and

E. The company shall maintain and file such information as may be prescribed or called for or required by the government or the Reserve Bank of India or any other regulator.

This notification shall be applicable in respect of financial statement prepared in respect of the financial years ending on or after the 31st March, 2016.

 

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