TMI BlogDefinitionsX X X X Extracts X X X X X X X X Extracts X X X X ..... uence 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) 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;] ( 7 ) auditing standards means the standards of auditing or any addendum thereto for companies or class of companies referred to in sub-section (10) of section 143; ( 8 ) authorised capital or nominal capital means such capital as is authorised by the memorandum of a company to be the maximum amount of share capital of the company; ( 9 ) banking company means a banking company as defined in clause ( c ) of section 5 of the Banking Regulation Act, 1949 (10 of 1949); ( 10 ) Board of Directors or Board , in relation to a company, means the collective body of the directors of the company; ( 11 ) body corporate or corpor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 secretary as defined in clause ( c ) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) who is appointed by a company to perform the functions of a company secretary under this Act; ( 25 ) company secretary in practice means a company secretary who is deemed to be in practice under sub-section (2) of section 2 of the Company Secretaries Act, 1980 (56 of 1980); ( 26 ) contributory means a person liable to contribute towards the assets of the company in the event of its being wound up. Explanation. -For the purposes of this clause, it is hereby clarified ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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, requisition, order, declaration, form and register, whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic form; ( 37 ) employees' stock option means the option given to the directors, officers or employees of a company or of its holding compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... efore 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 change in carrying amount of an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... list such class of securities, as may be prescribed in consultation with the Securities and Exchange Board, shall not be considered as listed companies. ] ( 53 ) manager means an individual who, subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person 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 accoun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ( iii ) where there is no key managerial personnel, such director or directors as specified by the Board in this behalf and who has or have given his or their consent in writing to the Board to such specification, or all the directors, if no director is so specified; ( iv ) any person who, under the immediate authority of the Board or any key managerial personnel, is charged with any responsibility including maintenance, filing or distribution of accounts or records, authorises, actively participates in, knowingly permits, or knowingly fails to take active steps to prevent, any default; ( v ) any person in accordance with whose advice, directions 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsion to Jammu and Kashmir) Act, 1968 (25 of 1968), in so far as other corporations are concerned; ( viii ) the Portuguese Commercial Code, in so far as it relates to sociedades anonimas ; and ( ix ) the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961); ( 68 ) private company means a company having a minimum paid-up share capital 1 [***] as may be prescribed, and which by its articles,- ( i ) restricts the right to transfer its shares; ( ii ) except in case of One Person Company, limits the number of its members to two hundred: Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member: Provided further that- ( A ) persons who are in the employment of the company; and ( B ) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the numb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 65 of this Act; ( v ) such other institution as may be notified by the Central Government in consultation with the Reserve Bank of India: Provided that no institution shall be so notified unless- ( A ) it has been established or constituted by or under any Central or State Act; 14 [other than this Act or the previous company law] or ( B ) not less than fifty-one per cent of the paid-up share capital is held or controlled by the Central Government or by any State Government or Governments or partly by the Central Government and partly by one or more State Governments; ( 73 ) recognised stock exchange means a recognised stock exchange as defined in clause ( f ) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); ( 74 ) register of companies means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act; ( 75 ) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... this Act; ( 80 ) scheduled bank means the scheduled bank as defined in clause ( e ) of section 2 of the Reserve Bank of India Act, 1934 (2 of 1934); ( 81 ) securities means the securities as defined in clause ( h ) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); ( 82 ) Securities and Exchange Board means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992); ( 83 ) Serious Fraud Investigation Office means the office referred to in section 211; ( 84 ) share means a share in the share capital of a company and includes stock; ( 85 ) small company means a company, other than a public company,- ( i ) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than 16 [ten crore rupees]; 3 [and] ( ii ) turnover of which 17 [as per profit and loss account for the immediately preceding financial year] does not exceed two crore rupees or such ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r on a poll at a meeting of a company if all the members thereof or their proxies having a right to vote on that matter are present at the meeting and cast their votes; ( 90 ) Tribunal means the National Company Law Tribunal constituted under section 408; 20 [(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;] ( 92 ) unlimited company means a company not having any limit on the liability of its members; ( 93 ) voting right means the right of a member of a company to vote in any meeting of the company or by means of postal ballot; ( 94 ) whole-time director includes a director in the whole-time employment of the company; 22 [(94A) winding up means winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016, as applicable.] ( 95 ) words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 (42 of 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s may be prescribed; 12. Substituted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 before it was read as, and securities premium account 13. Inserted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 14. Inserted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 15. Substituted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 before it was read as, ( 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; 16. Substituted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 before it was read as, five crore rupees 17. Substituted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 before it was read as, as per its last profit and loss account 18. Substituted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 before it was read as, twenty crore rupe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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