law: Companies Act, 2013 
  2.
  
    Definitions.
  In
  
  this Act, unless the context otherwise requires,—
  1.      “abridged prospectus”
  
  means a memorandum containing such salient 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.
  Explanation .—For the purposes of
  
  this clause, “significant influence” means control of at least twenty per cent.
  
  of total share capital, or of business decisions under an agreement;
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  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 authorized 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.   “Board of Directors”
  
  or “Board”, in relation to a company, means the collective body of the
  
  directors of the company;
  11.   “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;
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  12.   “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;
  13.   “books of account”
  
  includes records maintained in respect of—
               
  
   i.        
  
    all
  
  sums of money received and expended by a company and matters in relation to
  
  which the receipts and expenditure take place;
              
  
   ii.        
  
    all
  
  sales and purchases of goods and services by the company;
             
  
   iii.        
  
    the
  
  assets and liabilities of the company; and
             
  
   iv.        
  
    the
  
  items of cost as may be prescribed under section 148 in the case of a company
  
  which belongs to any class of companies specified under that section;
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  14.   “branch office”, in
  
  relation to a company, means any establishment described as such by the
  
  company;
  15.   “called-up capital”
  
  means such part of the capital, which has been called for 
  
  payment;
  16.   “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;
  17.   “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;
  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;
  23.   “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;
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  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 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;
  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 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;
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  27.   “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;
  28.   “cost accountant”
  
  means a cost accountant as defined in clause (b ) of subsection
  (1 )
  
  of section 2 of the Cost and Works Accountants Act, 1959;
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  29.   “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-clause (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;
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  30.   “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;
  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;
  33.   “derivative” means
  
  the derivative as defined in clause (ac ) of section 2 of the Securities
  
  Contracts (Regulation) Act, 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 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;
  38.   “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;
  39.   “financial
  
  institution” includes a scheduled bank, and any other financial institution
  
  defined or notified under the Reserve Bank of India Act, 1934;
  40.   “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 annexed to, or forming part of, any document referred to in
  
  sub-clause (i ) to sub-clause (iv ):
  Provided
  
  that the financial statement, with respect to One Person Company, small company
  
  and dormant company, may not include the cash flow statement;
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  41.   “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 clause;
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  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
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    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 asset or of a liability recognized 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;
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  44.   “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;
  45.   “Government company”
  
  means any company in which not less than fiftyone 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;
  46.   “holding company”, in
  
  relation to one or more other companies, means a company of which such companies
  
  are subsidiary companies;
  47.   “independent
  
  director” means an independent director referred to in sub-section (5 )
  
  of section 149;
  48.   “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;
  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;
  50.   “issued capital”
  
  means such capital as the company issues from time to time for subscription;
  51.   “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; and
              
  
   v.        
  
    such
  
  other officer as may be prescribed;
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  52.   “listed company”
  
  means a company which has any of its securities listed on any recognised stock
  
  exchange;
  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 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;
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  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, 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;
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  56.   “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;
  57.   “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;
  58.   “notification” means
  
  a notification published in the Official Gazette and the expression “notify”
  
  shall be construed accordingly;
  59.   “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;
  60.   “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;
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
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  28.  
  29.  
  30.  
  31.  
  32.  
  33.  
  34.  
  35.  
  36.  
  37.  
  38.  
  39.  
  40.  
  41.  
  42.  
  43.  
  44.  
  45.  
  46.  
  47.  
  48.  
  49.  
  50.  
  51.  
  52.  
  53.  
  54.  
  55.  
  56.  
  57.  
  58.  
  59.  
  60.  
  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 shares issued and also includes any amount 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;
  65.   “postal ballot” means
  
  voting by post or through any electronic mode; (66 ) “prescribed” means
  
  prescribed by rules made under this Act;
  66.   “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;
           
  
   i.        
  
  
           
  
   ii.        
  
  
           
  
   iii.        
  
  
           
  
   iv.        
  
  
           
  
   v.        
  
  
           
  
   vi.        
  
  
           
  
   vii.        
  
  
           
  
   viii.        
  
    the
  
  Portuguese Commercial Code, in so far as it relates to sociedades anonimas ;
  
  and
             
  
   ix.        
  
    the
  
  Registration of Companies (Sikkim) Act, 1961;
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
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  35.  
  36.  
  37.  
  38.  
  39.  
  40.  
  41.  
  42.  
  43.  
  44.  
  45.  
  46.  
  47.  
  48.  
  49.  
  50.  
  51.  
  52.  
  53.  
  54.  
  55.  
  56.  
  57.  
  58.  
  59.  
  60.  
  61.  
  62.  
  63.  
  64.  
  65.  
  66.  
  67.  
  68.   “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 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 number of members; and
             
  
   i.        
  
  
             
  
   ii.        
  
  
             
  
   iii.        
  
    prohibits
  
  any invitation to the public to subscribe for any securities of the company;
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
  10.  
  11.  
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  27.  
  28.  
  29.  
  30.  
  31.  
  32.  
  33.  
  34.  
  35.  
  36.  
  37.  
  38.  
  39.  
  40.  
  41.  
  42.  
  43.  
  44.  
  45.  
  46.  
  47.  
  48.  
  49.  
  50.  
  51.  
  52.  
  53.  
  54.  
  55.  
  56.  
  57.  
  58.  
  59.  
  60.  
  61.  
  62.  
  63.  
  64.  
  65.  
  66.  
  67.  
  68.  
  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;
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
  10.  
  11.  
  12.  
  13.  
  14.  
  15.  
  16.  
  17.  
  18.  
  19.  
  20.  
  21.  
  22.  
  23.  
  24.  
  25.  
  26.  
  27.  
  28.  
  29.  
  30.  
  31.  
  32.  
  33.  
  34.  
  35.  
  36.  
  37.  
  38.  
  39.  
  40.  
  41.  
  42.  
  43.  
  44.  
  45.  
  46.  
  47.  
  48.  
  49.  
  50.  
  51.  
  52.  
  53.  
  54.  
  55.  
  56.  
  57.  
  58.  
  59.  
  60.  
  61.  
  62.  
  63.  
  64.  
  65.  
  66.  
  67.  
  68.  
  69.  
  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;
  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 ;
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
  10.  
  11.  
  12.  
  13.  
  14.  
  15.  
  16.  
  17.  
  18.  
  19.  
  20.  
  21.  
  22.  
  23.  
  24.  
  25.  
  26.  
  27.  
  28.  
  29.  
  30.  
  31.  
  32.  
  33.  
  34.  
  35.  
  36.  
  37.  
  38.  
  39.  
  40.  
  41.  
  42.  
  43.  
  44.  
  45.  
  46.  
  47.  
  48.  
  49.  
  50.  
  51.  
  52.  
  53.  
  54.  
  55.  
  56.  
  57.  
  58.  
  59.  
  60.  
  61.  
  62.  
  63.  
  64.  
  65.  
  66.  
  67.  
  68.  
  69.  
  70.  
  71.  
  72.   “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 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; 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;
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
  10.  
  11.  
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  28.  
  29.  
  30.  
  31.  
  32.  
  33.  
  34.  
  35.  
  36.  
  37.  
  38.  
  39.  
  40.  
  41.  
  42.  
  43.  
  44.  
  45.  
  46.  
  47.  
  48.  
  49.  
  50.  
  51.  
  52.  
  53.  
  54.  
  55.  
  56.  
  57.  
  58.  
  59.  
  60.  
  61.  
  62.  
  63.  
  64.  
  65.  
  66.  
  67.  
  68.  
  69.  
  70.  
  71.  
  72.  
  73.   “recognised stock
  
  exchange” means a recognised stock exchange as defined in clause (f ) of
  
  section 2 of the Securities Contracts (Regulation) Act, 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 registering companies and discharging
  
  various functions under this Act;
  76.   “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 is a member or director;
              
  
   v.        
  
    a
  
  public company in which a director or manager is a director or 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;
           
  
   i.        
  
  
           
  
   ii.        
  
  
           
  
   iii.        
  
  
           
  
   iv.        
  
  
           
  
   v.        
  
  
           
  
   vi.        
  
  
           
  
   vii.        
  
  
           
  
   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;
             
  
   i.        
  
  
             
  
   ii.        
  
  
             
  
   iii.        
  
  
             
  
   iv.        
  
  
             
  
   v.        
  
  
             
  
   vi.        
  
  
             
  
   vii.        
  
  
             
  
   viii.        
  
  
             
  
   ix.        
  
    such
  
  other person as may be prescribed;
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
  10.  
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  30.  
  31.  
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  35.  
  36.  
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  40.  
  41.  
  42.  
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  44.  
  45.  
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  48.  
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  56.  
  57.  
  58.  
  59.  
  60.  
  61.  
  62.  
  63.  
  64.  
  65.  
  66.  
  67.  
  68.  
  69.  
  70.  
  71.  
  72.  
  73.  
  74.  
  75.  
  76.  
  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.        
  
    one
  
  person is related to the other in such manner as may be prescribed;
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
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  9.  
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  55.  
  56.  
  57.  
  58.  
  59.  
  60.  
  61.  
  62.  
  63.  
  64.  
  65.  
  66.  
  67.  
  68.  
  69.  
  70.  
  71.  
  72.  
  73.  
  74.  
  75.  
  76.  
  77.  
  78.   “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;
  79.   “Schedule” means a
  
  Schedule annexed to 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;
  81.   “securities” means
  
  the securities as defined in clause (h ) of section 2 of the Securities
  
  Contracts (Regulation) Act, 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;
  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 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 clause 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;
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
  10.  
  11.  
  12.  
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  31.  
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  34.  
  35.  
  36.  
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  38.  
  39.  
  40.  
  41.  
  42.  
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  44.  
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  48.  
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  51.  
  52.  
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  55.  
  56.  
  57.  
  58.  
  59.  
  60.  
  61.  
  62.  
  63.  
  64.  
  65.  
  66.  
  67.  
  68.  
  69.  
  70.  
  71.  
  72.  
  73.  
  74.  
  75.  
  76.  
  77.  
  78.  
  79.  
  80.  
  81.  
  82.  
  83.  
  84.  
  85.  
  86.  
  87.   “subscribed capital”
  
  means such part of the capital which is for the time being subscribed by the
  
  members of a company;
  88.   “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 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;
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  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 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;
  91.   “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;
  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;
  95.   words and expressions
  
  used and not defined in this Act but defined in the Securities Contracts
  
  (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992
  
  or the Depositories Act, 1996 shall have the meanings respectively assigned to
  
  them in those Acts.