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Definitions

lient features of a prospectus as may be specified by the Securities and Exchange Board by making regulations in this behalf; (2) "accounting standards" means the standards of accounting or any addendum thereto for companies or class of companies referred to in section 133; (3) "alter" or "alteration" includes the making of additions, omissions and substitutions; (4) "Appellate Tribunal" means the National Company Law Appellate Tribunal constituted under section 410; (5) "articles" means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act; (6) "associate company", in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company. 4[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 .....

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Chartered Accountants Act, 1949 (38 of 1949) who holds a valid certificate of practice under sub-section (1) of section 6 of that Act; (18) "Chief Executive Officer" means an officer of a company, who has been designated as such by it; (19) "Chief Financial Officer" means a person appointed as the Chief Financial Officer of a company; (20) "company" means a company incorporated under this Act or under any previous company law; (21) "company limited by guarantee" means a company having the liability of its members limited by the memorandum to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up; (22) "company limited by shares" means a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them; 21[(23) "Company Liquidator" means a person appointed by the Tribunal as the Company Liquidator in accordance with the provisions of section 275 for the winding up of a company under this Act] (24) "company secretary" or "secretary" means a company secreta .....

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ot;debenture" includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not; 6[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;] (31) "deposit" includes any receipt of money by way of deposit or loan or in any other form by a company, but does not include such categories of amount as may be prescribed in consultation with the Reserve Bank of India; (32) "depository" means a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996 (22 of 1996); (33) "derivative" means the derivative as defined in clause (ac) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (34) "director" means a director appointed to the Board of a company; (35) "dividend" includes any interim dividend; (36) "document" includes summons, notice, req .....

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manner as may be prescribed, allow any period as its financial year, whether or not that period is a year: Provided further that any application pending before the Tribunal as on the date of commencement of the Companies (Amendment) Act, 2019, shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement.] 26[Provided also that] a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause; (42) "foreign company" means any company or body corporate incorporated outside India which,- (a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and (b) conducts any business activity in India in any other manner. (43) "free reserves" means such reserves which, as per the latest audited balance sheet of a company, are available for distribution as dividend: Provided that- (i) any amount representing unrealised gains, notional gains or revaluation of assets, whether shown as a reserve or otherwise, or (ii) any ch .....

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erson occupying the position of a manager, by whatever name called, whether under a contract of service or not; (54) "managing director" means a director who, by virtue of the articles of a company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the company and includes a director occupying the position of managing director, by whatever name called. Explanation.-For the purposes of this clause, the power to do administrative acts of a routine nature when so authorised by the Board such as the power to affix the common seal of the company to any document or to draw and endorse any cheque on the account of the company in any bank or to draw and endorse any negotiable instrument or to sign any certificate of share or to direct registration of transfer of any share, shall not be deemed to be included within the substantial powers of management; (55) "member", in relation to a company, means- (i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, sha .....

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tions or instructions the Board of Directors of the company is accustomed to act, other than a person who gives advice to the Board in a professional capacity; (vi) every director, in respect of a contravention of any of the provisions of this Act, who is aware of such contravention by virtue of the receipt by him of any proceedings of the Board or participation in such proceedings without objecting to the same, or where such contravention had taken place with his consent or connivance; (vii) in respect of the issue or transfer of any shares of a company, the share transfer agents, registrars and merchant bankers to the issue or transfer; (61) "Official Liquidator" means an Official Liquidator appointed under sub-section (1) of section 359; (62) "One Person Company" means a company which has only one person as a member; (63) "ordinary or special resolution" means an ordinary resolution, or as the case may be, special resolution referred to in section 114; (64) "paid-up share capital" or "share capital paid-up" means such aggregate amount of money credited as paid-up as is equivalent to the amount received as paid-up in respect of sh .....

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d (iii) prohibits any invitation to the public to subscribe for any securities of the company; (69) "promoter" means a person- (a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92; or (b) who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or (c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act: Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional capacity; (70) "prospectus" means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate; (71) "public company" means a company which- (a) is not a private company; 13[and] (b) has a minimum paid-up share capital 2[***] as may be prescribed: Provided that a company which is a subsidiary of a c .....

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tives, more than two per cent of its paid-up share capital; (vi) any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager; (vii) any person on whose advice, directions or instructions a director or manager is accustomed to act: Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity; 15[(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.] (ix) such other person as may be prescribed; (77) "relative", with reference to any person, means any one who is related to another, if- (i) they are members of a Hindu Undivided Family; (ii) they are husband and wife; or (iii) on .....

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nation.-For the purposes of this clause,- (a) a company shall be deemed to be a subsidiary company of the holding company even if the control referred to in sub-clause (i) or sub-clause (ii) is of another subsidiary company of the holding company; (b) the composition of a company's Board of Directors shall be deemed to be controlled by another company if that other company by exercise of some power exercisable by it at its discretion can appoint or remove all or a majority of the directors; (c) the expression "company" includes any body corporate; (d) "layer" in relation to a holding company means its subsidiary or subsidiaries; (88) "sweat equity shares" means such equity shares as are issued by a company to its directors or employees at a discount or for consideration, other than cash, for providing their know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called; (89) "total voting power", in relation to any matter, means the total number of votes which may be cast in regard to that matter on a poll at a meeting of a company if all the members thereof or their proxies h .....

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ed 03-01-2018 w.e.f. 09 February, 2018 7. Inserted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 8. Inserted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 9. Omitted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 before it was read as, "(49) "interested director" means a director who is in any way, whether by himself or through any of his relatives or firm, body corporate or other association of individuals in which he or any of his relatives is a partner, director or a member, interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into by or on behalf of a company;" 10. Omitted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 before it was read as, "and" 11. Substituted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 before it was read as, "(v) such other officer as may be prescribed;" 12. Substituted vide The Companies (Amendment) Act, 2017 Dated 0 .....

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