Amendment of section 2.
2. In section 2 of the Companies Act, 2013 (18 of 2013) (hereinafter referred to as the principal Act),-
(i) in clause (6), for the Explanation, the following Explanation shall be substituted, namely:-
'Explanation.-For the purpose of this clause,-
(a) the expression "significant influence" means control of at least twenty per cent. of total voting power, or control of or participation in business decisions under an agreement;
(b) the expression "joint venture" means a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement;';
(ii) for clause (28), the following clause shall be substituted, namely:-
'(28) "Cost Accountant" means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 (23 of 1959) and who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;';
(iii) in clause (30), the following proviso shall be inserted, namely:-
"Provided that-
(a) the instruments referred to in Chapter III-D of the Reserve Bank of India Act, 1934; (2 of 1934) and
(b) such other instrument, as may be prescribed by the Central Government in consultation with the Reserve Bank of India, issued by a company,
shall not be treated as debenture;";
(iv) in clause (41), in the first proviso, after the word "subsidiary", the words "or associate company" shall be inserted;
(v) in clause (46), the following Explanation shall be inserted, namely:-
'Explanation.-For the purposes of this clause, the expression "company" includes any body corporate;';
(vi) clause (49) shall be omitted;
(vii) in clause (51),-
(a) in sub-clause (iv), the word "and" shall be omitted;
(b) for sub-clause (v), the following sub-clauses shall be substituted, namely:-
"(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and
(vi) such other officer as may be prescribed;";
(viii) in clause (57), for the words "and securities premium account", the words ", securities premium account and debit or credit balance of profit and loss account," shall be substituted;
(ix) in clause (71), in sub-clause (a), after the word "company;", the word "and" shall be inserted;
(x) in clause (72), in the proviso, in clause (A), after the words “State Act”, the words “other than this Act or the previous company law” shall be inserted;
(xi) in clause (76), for sub-clause (viii), the following sub-clause shall be substituted, namely:-
"(viii) any body corporate which is-
(A) a holding, subsidiary or an associate company of such company;
(B) a subsidiary of a holding company to which it is also a subsidiary; or
(C) an investing company or the venturer of the company;";
Explanation.-For the purpose of this clause, “the investing company or the venturer of a company” means a body corporate whose investment in the company would result in the company becoming an associate company of the body corporate.
(xii) in clause (85),-
(a) in sub-clause (i), for the words "five crore rupees", the words "ten crore rupees" shall be substituted;
(b) in sub-clause (ii),-
(A) for the words "as per its last profit and loss account", the words "as per profit and loss account for the immediately preceding financial year" shall be substituted;
(B) for the words "twenty crore rupees", the words "one hundred crore rupees" shall be substituted;
(xiii) in clause (87), in sub-clause (ii), for the words “total share capital”, the words “total voting power” shall be substituted;
(xiv) for clause (91), the following clause shall be substituted, namely:-
'(91) "turnover" means the gross amount of revenue recognised in the profit and loss account from the sale, supply, or distribution of goods or on account of services rendered, or both, by a company during a financial year;'.
