Text of section is reproduced below :

Section 2- Definitions.

(76) “related party”, with reference to a company, means—

(viii) any company which is—

(A) a holding, subsidiary or an associate company of such company; or

(B) a subsidiary of a holding company to which it is also a subsidiary:

Chapter IV, Section 62(1)(a)(i) and (2) .

Text of section is reproduced below :

Section 62- Further issue of share capital

1. Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered—

(a) to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the following conditions, namely:—

(i) the offer shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined;

(2) The notice referred to in sub-clause (i) of clause (a) of sub-section (1) shall be despatched through registered post or speed post or through electronic mode to all the existing shareholders at least three days before the opening of the issue.

Chapter IV, Section 62(1)(b)

Text of section is reproduced below :

Section 62- Further issue of share capital

1. Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered

(b) to employees under a scheme of employees’ stock option, subject to special resolution passed by company and subject to such conditions as may be prescribed;

Chapter IV,

section 67. Restrictions on purchase by company or giving of loans by it for purchase of its shares.

Chapter V, clauses (a) to (e) of sub-section (2) of section 73.

Text of section is reproduced below :

Section 73- Prohibition on acceptance of deposits from public.

(2) A company may, subject to the passing of a resolution in general meeting and subject to such rules as may be prescribed in consultation with the Reserve Bank of India, accept deposits from its members on such terms and conditions, including the provision of security, if any, or for the repayment of such deposits with interest, as may be agreed upon between the company and its members, subject to the fulfillment of the following conditions, namely:—

(a) issuance of a circular to its members including therein a statement showing the financial position of the company, the credit rating obtained, the total number of depositors and the amount due towards deposits in respect of any previous deposits accepted by the company and such other particulars in such form and in such manner as may be prescribed;

(b) filing a copy of the circular along with such statement with the Registrar within thirty days before the date of issue of the circular;

(c) depositing such sum which shall not be less than fifteen per cent. of the amount of its deposits maturing during a financial year and the financial year next following, and kept in a scheduled bank in a separate bank account to be called as deposit repayment reserve account;

(d) providing such deposit insurance in such manner and to such extent as may be prescribed;

(e) certifying that the company has not committed any default in the repayment of deposits accepted either before or after the commencement of this Act or payment of interest on such deposits; and

(f) providing security, if any for the due repayment of the amount of deposit or the interest thereon including the creation of such charge on the property or assets of the company:

Provided that in case where a company does not secure the deposits or secures such deposits partially, then, the deposits shall be termed as ‘'unsecured deposits'’ and shall be so quoted in every circular, form, advertisement or in any document related to invitation or acceptance of deposits.

Entire sub-section (2) was exempted.

Shall not apply to private companies having 50 or less number of members if they accept monies from their members not exceeding twenty five per cent of aggregate of the paid up capital and free reserves or one hundred per cent of the paid up
capital, whichever is more, and which inform the details of such monies to the Registrar in the prescribed manner.

Chapter VII

Section 101- Notice of meeting.
Section 102- Statement to be annexed to notice.
Section 103- Quorum for meetings.
Section 104- Chairman of meetings.
Section 105- Proxies.
Section 106- Restriction on voting rights.
Section 107- Voting by show of hands.
Section 109- Demand for poll.

Chapter VII, clause (g) of sub-section (3) of section 117.

Text of section is reproduced below:

Section 117- Resolutions and agreements to be filed.

(3) The provisions of this section shall apply to—

(g) resolutions passed in pursuance of sub-section (3) of section 179; and

Chapter X, Section 141(3)(g)

Text of section is reproduced below:

Section 141- Eligibility, qualifications and disqualifications of auditors. -

(3) The following persons shall not be eligible for appointment as an auditor of a company, namely:—

(g) a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor, if such persons or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies;

Chapter XI

Section 160- Right of persons other than retiring directors to stand for directorship.

Chapter XI

Section 162- Appointment of directors to be voted individually.

Chapter XII

Section 180- Restrictions on powers of Board.

Chapter XII, Section 184(2)

Text of section is reproduced below:

Section 184- Disclosure of interest by director.

(2) Every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into—

(a) with a body corporate in which such director or such director in association with any other director, holds more than two per cent. shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate; or

(b) with a firm or other entity in which, such director is a partner, owner ormember, as the case may be,

shall disclose the nature of his concern or interest at the meeting of the Board in which thecontract or arrangement is discussed and shall not participate in such meeting:

Provided that where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested.

Chapter XII,

Section 185- Loan to directors, etc.

Shall not apply to Private companies -
(a) which have borrowings from banks or financial institutions or any bodies corporate not more than twice of their paid up share capital or Rs. 50 crore, whichever is lower; and
(b) in whose share capital no other body corporate has invested any money”.

Chapter XII, second proviso to section 188 (1)

Text of section is reproduced below:

Section 188- Related party transactions.

(1) Except with the consent of the Board of Directors given by a resolution at a meeting of the Board and subject to such conditions as may be prescribed, no company shall enter into any contract or arrangement with a related party with respect to—

(a) sale, purchase or supply of any goods or materials;

(b) selling or otherwise disposing of, or buying, property of any kind;

(c) leasing of property of any kind;

(d) availing or rendering of any services;

(e) appointment of any agent for purchase or sale of goods, materials, services or property;

(f) such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company; and

(g) underwriting the subscription of any securities or derivatives thereof, of the company: Provided that no contract or arrangement, in the case of a company having a paid-up share capital of not less than such amount, or transactions not exceeding such sums, as may be prescribed, shall be entered into except with the prior approval of the company by a special resolution:

Provided further that no member of the company shall vote on such special resolution, to approve any contract or arrangement which may be entered into by the company, if such member is a related party:

Provided also that nothing in this sub-section shall apply to any transactions entered into by the company in its ordinary course of business other than transactions which are not on an arm’s length basis.

Explanation.— In this sub-section,—

(a) the expression “office or place of profit” means any office or place—

(i) where such office or place is held by a director, if the director holding it receives from the company anything by way of remuneration over and above the remuneration to which he is entitled as director, by way of salary, fee, commission, perquisites, any rent-free accommodation, or otherwise;

(ii) where such office or place is held by an individual other than a director or by any firm, private company or other body corporate, if the individual, firm, private company or body corporate holding it receives from the company anything by way of remuneration, salary, fee, commission, perquisites, any rent-free accommodation, or otherwise;

(b) the expression “arm’s length transaction” means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.

Chapter XIII, section 196 (4) & (5)

Text of section is reproduced below:

Section 196- Appointment of managing director, whole-time director or manager.

(4) Subject to the provisions of section 197 and Schedule V, a managing director, whole-time director or manager shall be appointed and the terms and conditions of such appointment and remuneration payable be approved by the Board of Directors at a meeting which shall be subject to approval by a resolution at the next general meeting of the company and by the Central Government in case such appointment is at variance to the conditions specified in that Schedule:

Provided that a notice convening Board or general meeting for considering such appointment shall include the terms and conditions of such appointment, remuneration payable and such other matters including interest, of a director or directors in such appointments, if any:

Provided further that a return in the prescribed form shall be filed within sixty days of such appointment with the Registrar.

(5) Subject to the provisions of this Act, where an appointment of a managing director, whole-time director or manager is not approved by the company at a general meeting, any act done by him before such approval shall not be deemed to be invalid.

Chapter XIII – section 203(3)

Text of section is reproduced below:

Section 203(3) - Appointment of key managerial personnel.

(3) A whole-time key managerial personnel shall not hold office in more than one company except in its subsidiary company at the same time

Shall not apply