As per Section 2(1) of Companies Act, 2013 “abridged prospectus” means a memorandum containing such salient features of a prospectus as may be specified by the Securities and Exchange Board by making regulation in this behalf
As per Section 2(2) of Companies Act, 2013 “accounting standards” means the standards of accounting or any addendum thereto for companies or class of companies referred to in section 133
As per Section 2(3) of Companies Act, 2013 “alter” or “alteration” includes the making of additions, omissions and substitutions
As per Section 2(4) of Companies Act, 2013 “Appellate Tribunal” means the National Company Law Appellate Tribunal constituted under section 410
As per Section 2(5) of the Companies Act, 2013 “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.
As per Section 2(6) of the Companies Act, 2013 “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. Explanation.—For the purposes of this section, "significant influence" means control of at least twenty per cent. of total share capital, or of business decisions under an agreement.
As per Section 2(7) of the Companies Act, 2013 “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.
As per Section 2(8) of the Companies Act, 2013 “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
As per Section 2(9) of the Companies Act, 2013 “banking company” means a banking company as defined in clause (c) of section 5 of the Banking Regulation Act, 1949.
As per Section 2(10) of the Companies Act, 2013 “Board of Directors” or “Board”, in relation to a company, means the collective body of the directors of the company
As per Section 2(11) of the Companies Act, 2013 “body corporate” or “corporation” includes a company incorporated outside India, but does not include— (i) a co-operative society registered under any law relating to co-operative societies; and (ii) any other body corporate (not being a company as defined in this Act), which the Central Government may, by notification, specify in this behalf.
As per Section 2(12) of the Companies Act, 2013 “book and paper” and "book or paper" include books of account, deeds, vouchers, writings, documents, minutes and registers maintained on paper or in electronic form
As per Section 2(14) of the Companies Act, 2013 “branch office”, in relation to a company, means any establishment described as such by the company
As per Section 2(15) of the Companies Act, 2013 “called-up capital” means such part of the capital, which has been called for payment
As per Section 2(16) of the Companies Act, 2013 “charge” means an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage
As per Section 2(17) of the Companies Act, 2013 “chartered accountant” means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 who holds a valid certificate of practice under sub-section (1) of section 6 of that Act.
As per Section 2(18) of the Companies Act, 2013 “Chief Executive Officer” means an officer of a company, who has been designated as such by it
As per Section 2(19) of the Companies Act, 2013 "Chief Financial Officer" means a person appointed as the Chief Financial Officer of a company
As per Section 2(20) of the Companies Act, 2013 “company” means a company incorporated under this Act or under any previous company law
As per Section 2(21) of the Companies Act, 2013 “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
As per Section 2(22) of the Companies Act, 2013 “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
As per Section 2(23) of the Companies Act, 2013 “Company Liquidator”, in so far as it relates to the winding up of a company, means a person appointed by - (a) the Tribunal in case of winding up by the Tribunal; or (b) the company or creditors, in case of voluntary winding up as a Company Liquidator from a panel of professionals maintained by the Central Government under sub-section (2) of section 275
As per Section 2(25) of the Companies Act, 2013 “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
As per Section 2(24) of the Companies Act, 2013 “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 who is appointed by a company to perform the functions of a Company Secretary under this Act
As per Section 2(26) of Companies Act, 2013 “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 section, it is hereby clarified that a person holding fully paid-up shares in a company shall be considered as a contributory but shall have no liabilities of a contributory under the Act whilst retaining rights of such a contributory
As per Section 2(27) of the Companies Act, 2013 "control" shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner
As per Section 2(28) of Companies Act, 2013 “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.
As per Section 2(29) of Companies Act, 2013 “Court” means— (i) the High Court having jurisdiction in relation to the place at which the registered office of the company concerned is situate, except to the extent to which jurisdiction has been conferred on any district court or district courts subordinate to that High Court under sub-section (ii); (ii) the district court, in cases where the Central Government has, by notification, empowered any district court to exercise all or any of the jurisdictions conferred upon the High Court, within the scope of its jurisdiction in respect of a company whose registered office is situate in the district; (iii) the Court of Session having jurisdiction to try any offence under this Act or under any previous company law; (iv) the Special Court established under section 435; (v) any Metropolitan Magistrate or a Judicial Magistrate of the First Class having jurisdiction to try any offence under this Act or under any previous company law
As per Section 2(30) of Companies Act, 2013 “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
As per Section 2(31) of Companies Act, 2013 “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
As per Section 2(32) of Companies Act, 2013 “depository” means a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996.
As per Section 2(33) of Companies Act, 2013 “derivative” means the derivative as defined in clause (ac) of section 2 of the Securities Contracts (Regulation) Act, 1956.
As per Section 2(34) of Companies Act, 2013 “director” means a director appointed to the Board of a company
As per Section 2(36) of Companies Act, 2013 “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
As per Section 2(37) of Companies Act, 2013 “employees’ stock option” means the option given to the directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a pre-determined price.
As per Section 2(38) of Companies Act, 2013 “expert" includes an engineer, a valuer, a chartered accountant, a company secretary, a cost accountant and any other person who has the power or authority to issue a certificate in pursuance of any law for the time being in force.
As per Section 2(39) of Companies Act, 2013 “financial institution” includes a scheduled bank, and any other financial institution defined or notified under the Reserve Bank of India Act, 1934
As per Section 2(40) of Companies Act, 2013 “financial statement” in relation to a company, includes— (i) a balance sheet as at the end of the financial year; (ii) a profit and loss account, or in the case of a company carrying on any activity not for profit, an income and expenditure account for the financial year; (iii) cash flow statement for the financial year; (iv) a statement of changes in equity, if applicable; and (v) any explanatory note attached to, or forming part of, any document referred to in sub-section (i) to sub-section (iv): Provided that the financial statement, with respect to One Person Company, small company and dormant company, may not include the cash flow statement.
As per Section 2(41) of Companies Act, 2013 “financial year”, in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up: Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year: Provided further 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 section;
As per Section 2(43) of Companies Act, 2013 “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 asset or of a liability recognised in equity, including surplus in profit and loss account on measurement of the asset or the liability at fair value,
shall not be treated as free reserves
As per Section 2(44) of Companies Act, 2013 “Global Depository Receipt" means any instrument in the form of a depository receipt, by whatever name called, created by a foreign depository outside India and authorised by a company making an issue of such depository receipts
As per Section 2(45) of Companies Act, 2013 “Government company" means any company in which not less than fifty-one per cent. of the paid-up share capital is held 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, and includes a company which is a subsidiary company of such a Government company
As per Section 2(46) of Companies Act, 2013 “holding company”, in relation to one or more other companies, means a company of which such companies are subsidiary companies
As per Section 2(47) of Companies Act, 2013 “independent director” means an independent director referred to in sub-section (5) of section 149.
As per Section 2(48) of Companies Act, 2013 “Indian Depository Receipt” means any instrument in the form of a depository receipt created by a domestic depository in India and authorised by a company incorporated outside India making an issue of such depository receipts.
As per Section 2(49) of Companies Act, 2013 “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.
As per Section 2(50) of Companies Act, 2013 “issued capital” means such capital as the company issues from time to time for subscription.
As per Section 2(51) of Companies Act, 2013 “key managerial personnel”, in relation to a company, means— (i) the Chief Executive Officer or the Managing Director or the Manager, (ii) the Company Secretary; (iii) the whole-time director;
(iv) the Chief Financial Officer, if the Board of directors appoints him; and (v) such other officer as may be prescribed
As per Section 2(52) of Companies Act, 2013 “listed company” means a company which has any of its securities listed on any recognised stock exchange
As per Section 2(53) of Companies Act, 2013 “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
As per Section 2(54) of Companies Act, 2013 “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 section, 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.
As per Section 2(55) of Companies Act, 2013 “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, shall be entered as member in its register of members; (ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company; (iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository
As per Section 2(56) of Companies Act, 2013 “memorandum” means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act
As per Section 2(57) of Companies Act, 2013 “net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
As per Section 2(59) of the Companies Act, 2013 "officer" includes any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act
As per Section 2(60) of Companies Act, 2013 “officer who is in default", for the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any penalty or punishment by way of imprisonment, fine or otherwise, means any of the following officers of a company, namely:— (i) whole-time director; (ii) key managerial personnel; (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 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
As per Section 2(61) of Companies Act, 2013 “Official Liquidator” means an Official Liquidator appointed under sub-section (1) of section 359
As per Section 2(62) of Companies Act, 2013 “One Person Company” means a company which has only one person as a member
As per Section 2(63) of the Companies Act, 2013 "ordinary or special resolution" means an ordinary resolution, or as the case may be, special resolution referred to in section 114
As per Section 2(64) of Companies Act, 2013 “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 shares issued and also includes any amount of money credited as paid-up in respect of shares of the company, but does not include any other amount received in respect of such shares, by whatever name called.
As per Section 2(66) of Companies Act, 2013 “prescribed” means prescribed by rules made under this Act
As per Section 2(67) of Companies Act, 2013 “previous company law” means any of the laws specified below:— (i) Acts relating to companies in force before the Indian Companies Act, 1866; (ii) the Indian Companies Act, 1866; (iii) the Indian Companies Act, 1882; (iv) the Indian Companies Act, 1913; (v) the Registration of Transferred Companies Ordinance, 1942; (vi) the Companies Act, 1956; and (vii) any law corresponding to any of the aforesaid Acts or the Ordinances and in force— (A) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir), or any part thereof, before the extension thereto of the Indian Companies Act, 1913; or (B) in the State of Jammu and Kashmir, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956, in so far as banking, insurance and financial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 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
As per Section 2(68) of Companies Act, 2013 “private company" means a company having a minimum paid-up share capital of one lakh rupees or such higher paid-up share capital 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 section, 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 number of members; and (iii) prohibits any invitation to the public to subscribe for any securities of the company
As per Section 2(69) of Companies Act, 2013 “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 in a professional capacity
As per Section 2(70) of Companies Act, 2013 “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
As per Section 2(71) of Companies Act, 2013 “public company” means a company which— (a) is not a private company; (b) has a minimum paid-up share capital of five lakh rupees or such higher paid-up capital, as may be prescribed: Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles
As per Section 2(72) of Companies Act, 2013 “public financial institution” means— (i) the Life Insurance Corporation of India, established under section 3 of the Life Insurance Corporation Act, 1956; (ii) the Infrastructure Development Finance Company Limited, referred to in clause (vi) of sub-section (1) of section 4A of the Companies Act, 1956 so repealed under section 465 of this Act; (iii) specified company referred to in the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002; (iv) institutions notified by the Central Government under sub-section (2) of section 4A of the Companies Act, 1956 so repealed under section 465 of this Act; (v) such other institution as may be notified by the Central Government in consultation with 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; 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
As per Section 2(73) of Companies Act, 2013 “recognised stock exchange” means a recognised stock exchange as defined in clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956
As per Section 2(74) of Companies Act, 2013 “register of companies” means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act
As per Section 2(75) of Companies Act, 2013 “Registrar” means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar, or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act.
As per Section 2(76) of Companies Act, 2013 “related party” with reference to a company means— (i) a director or his relative; (ii) a key managerial personnel or his relative; (iii) a firm, in which a director, manager or his relative is a partner; (iv) a private company in which a director or manager or his relative is a member or director;
(v) a public company in which a director or manager is a director and holds along with his relatives, 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; (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: (ix) such other person as may be prescribed
As per Section 2(77) of Companies Act, 2013 “relative”, with reference to any person, means any one who is a related to another, if – (i) they are members of a Hindu Undivided Family; (ii) they are husband and wife; or (iii) one person is related to the other in such manner as may be prescribed
As per Section 2(78) of Companies Act, 2013 “remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961
As per Section 2(79) of the Companies Act, 2013 "Schedule" means a Schedule annexed to this Act
As per Section 2(80) of Companies Act, 2013 “scheduled bank” means the scheduled bank as defined in clause (e) of section 2 of the Reserve Bank of India Act, 1934
As per Section 2(81) of Companies Act, 2013 “securities” means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956
As per Section 2(82) of Companies Act, 2013 “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
As per Section 2(83) of the Companies Act, 2013 "Serious Fraud Investigation Office" means the office referred to in section 211
As per Section 2(84) of Companies Act, 2013 “share” means a share in the share capital of a company and includes stock
As per Section 2(85) of Companies Act, 2013 “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 five crore rupees; or (ii) turnover of which as per its last profit and loss account does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than twenty crore rupees: Provided that nothing in this section shall apply to— (A) a holding company or a subsidiary company; (B) a company registered under section 8; or (C) a company or body corporate governed by any special Act
As per Section 2(86) of Companies Act, 2013 “subscribed capital” means such part of the capital which is for the time being subscribed by the members of a company.
As per Section 2(87) of Companies Act, 2013 “subsidiary company" or “subsidiary", in relation to any other company (that is to say the holding company), means a company in which the holding company— (i) controls the composition of the Board of Directors; or (ii) exercises or controls more than one-half of the total share capital either at its own or together with one or more of its subsidiary companies: Provided that such class or classes of holding companies as may be prescribed shall not have layers of subsidiaries beyond such numbers as may be prescribed. Explanation .—For the purposes of this Section,— (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.
As per Section 2(88) of Companies Act, 2013 “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
As per Section 2(89) of Companies Act, 2013 “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 having a right to vote on that matter are present at the meeting and cast their votes
As per Section 2(90) of Companies Act, 2013 “Tribunal” means the National Company Law Tribunal constituted under section 408
As per Section 2(91) of the Companies Act, 2013 "turnover" means the aggregate value of the realisation of amount made from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year
As per Section 2(92) of Companies Act, 2013 “unlimited company” means a company not having any limit on the liability of its members
As per Section 2(93) of Companies Act, 2013 “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
As per Section 2(94) of Companies Act, 2013 “whole-time director" includes a director in the whole-time employment of the company.
