law: Companies Act, 1956
  Sec 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 prescribed;
  (1A) " alter " and " alteration
  
  " shall include the making of additions and omissions ;
  (2) " articles " means the articles
  
  of association of a company as originally framed or as altered from time to
  
  time in pursuance of any previous companies law or of this Act, including, so
  
  far as they apply to the company, the regulations contained, as the case may
  
  be, in Table B in the Schedule annexed to Act No. 19 of 1857 or in Table A in
  
  the First Schedule annexed to the Indian Companies Act, 1882 (6 of 1882), or in
  
  Table A in the First Schedule annexed to the Indian Companies Act, 1913 (7 of
  
  1913), or in Table A in Schedule I annexed to this Act ;
  [(3) ****] Omitted by the Companies
  
  (Amendment) Act, 2000
  [(4) ****] Omitted by the Companies
  
  (Amendment) Act, 2000
  (5) " banking company " has the same
  
  meaning as in the Banking Companies Act, 1949 (10 of 1949) ;
  (6) " Board of directors " or "
  
  Board ", in relation to a company, means the Board of directors of the
  
  company ;
  (7) " body corporate " or "
  
  corporation " includes a company incorporated outside India but does not
  
  include
  (a) a corporation sole ;
  (b) a co-operative society registered under
  
  any law relating to co-operative societies ; and
  (c) any other body corporate (not being a
  
  company as defined in this Act), which the Central Government may, by
  
  notification in the Official Gazette, specify in this behalf ;
  (8) " book and paper " and "
  
  book or paper " include accounts, deeds, vouchers, writings, and documents
  
  ;
  (9) " branch office " in relation to
  
  a company means
  (a) any establishment described as a branch by
  
  the company ; or
  (b) any establishment carrying on either the
  
  same or substantially the same activity as that carried on by the head office
  
  of the company ; or
  (c) any establishment engaged in any
  
  production, processing or manufacture,
  but does not include any establishment
  
  specified in any order made by the Central Government under section 8;
  (10) " company " means a company as
  
  defined in section 3 ;
  (10A) " Company Law Board " means
  
  the Board of Company Law Administration constituted under section 10E ;
  (11) " the Court " means,
  (a) with respect to any matter relating to a
  
  company (other than any offence against this Act), the Court having
  
  jurisdiction under this Act with respect to that matter relating to that
  
  company, as provided in section 10 ;
  (b) with respect to any offence against this
  
  Act, the Court of a Magistrate of the First Class or, as the case may be, a
  
  Presidency Magistrate, having jurisdiction to try such offence ;
  (12) " debenture " includes
  
  debenture stock, bonds and any other securities of a company, whether
  
  constituting a charge on the assets of the company or not ;
  (12A)  "Depository" has the
  
  same meaning as in the Depositories Act, 1996 (22 of 1996);
  (12B)  "derivative" has the
  
  same meaning as in clause (aa) of section 2 of the Securities Contracts
  
  (Regulation) Act, 1956 (42 of 1956);
  (13) " director " includes any
  
  person occupying the position of director, by whatever name called ;
  (14) " District Court " means the
  
  principal Civil Court of original jurisdiction in a district, but does not
  
  include a High Court in the exercise of its ordinary original civil
  
  jurisdiction ;
  (14A)  "dividend" includes any
  
  interim dividend;
  (15) " document " includes summons,
  
  notice, requisition, order, other legal process, and registers, whether issued,
  
  sent or kept in pursuance of this or any other Act or otherwise ;
  (15A)  "employees stock option"
  
  means the option given to the whole-time directors, offices or employees of a
  
  company, which gives such directors, officers or employees the benefit or right
  
  to purchase or subscribe at a future date, the securities offered by the
  
  company at a pre-determined price;
  (16) "existing company" means an
  
  existing company as defined in section 3;
  (17) "financial year" means, in
  
  relation to any body corporate, the period in respect of which any profit and
  
  loss account of the body corporate laid before it in annual general meeting is
  
  made up, whether that period is a year or not:
  Provided  that, in relation to
  
  an insurance company, " financial year " shall mean the calendar year
  
  referred to in sub-section (1) of section 11 of the Insurance Act, 1938 (4 of
  
  1938) ;
  (18) " Government company " means a
  
  Government company within the meaning of section 617 ;
  (18A) Omitted w.e.f.1st August,1984
  (19) " holding company " means a
  
  holding company within the meaning of section 4 ;
  (19A)  "hybrid" means any
  
  security which has the character of more than one type of security, including
  
  their derivatives;
  (19B)  "information memorandum"
  
  means a process undertaken prior to the filing of a prospectus by which a
  
  demand for the securities proposed to be issued by a company is elicited, and
  
  the price and the terms of issue for such securities is assessed, by means of a
  
  notice, circular, advertisement or document; 
  (20) Omitted by the J & K (Extension of
  
  Laws) Act,1956 ;
  (21) " insurance company " means a
  
  company which carries on the business of insurance either solely or in
  
  conjunction with any other business or businesses ;
  (22) " issued generally " means, in
  
  relation to a prospectus, issued to persons irrespective of their being existing
  
  members or debenture holders of the body corporate to which the prospectus
  
  relates ;
  (23) " limited company " means a
  
  company limited by shares or by guarantee ;
  (23A)  "listed public company"
  
  means a public company which has any of its securities listed in any recognized
  
  stock exchange;
  (24) " manager " means an individual
  
  (not being the managing agent) 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, and whether under a contract of service or not ;
  [(25) ****] Omitted by the Companies
  
  (Amendment) Act, 2000
  (26) " managing director " means a
  
  director who, by virtue of an agreement with the company or of a resolution
  
  passed by the company in general meeting or by its Board of directors or, by
  
  virtue of its memorandum or articles of association, is entrusted with substantial
  
  powers of management which would not otherwise be exercisable by him, and
  
  includes a director occupying the position of a managing director, by whatever
  
  name called :
  Provided  that the power to do
  
  administrative acts of a routine nature when so authorized 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 substantial powers of management :
  Provided  further
  
  that a managing director of a company shall exercise his powers subject to the
  
  superintendence, control and direction of its Board of directors ;
  (27) " member ", in relation to a
  
  company, does not include a bearer of a share-warrant of the company issued in
  
  pursuance of section 114 ;
  (28) " memorandum " means the
  
  memorandum of association of a company as originally framed or as altered from
  
  time to time in pursuance of any previous companies law or of this Act ;
  (29) " modify " and "
  
  modification " shall include the making of additions and omissions ;
  (30) " officer " includes any
  
  director, manager or secretary 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;
  (31) " officer who is in default ",
  
  in relation to any provision referred to in section 5, has the meaning specified
  
  in that section ;
  (31A)  "option in securities"
  
  has the same meaning as in clause (d) of section 2 of the Securities Contracts
  
  (Regulation) Act, 1956;
  (32) " paid-up capital " or "
  
  capital paid-up " includes capital credited as paid-up ;
  (33) " prescribed " means, as
  
  respects the provisions of this Act relating to the winding up of companies
  
  except sub-section (5) of section 503, sub-section (3) of section 550, section
  
  552 and sub-section (3) of section 555, prescribed by rules made by the Supreme
  
  Court in consultation with High Courts, and as respects the other provisions of
  
  this Act including sub-section (5) of section 503, sub-section (3) of section
  
  550, section 552 and sub-section (3) of section 555, prescribed by rules made
  
  by the Central Government ;
  (34) " previous companies law "
  
  means any of the laws specified in clause (ii) of sub-section (1) of section 3
  
  ;
  (35) " private company " means a
  
  private company as defined in section 3 ;
  (36) " prospectus " means any
  
  document described or issued as a prospectus and includes any notice, circular,
  
  advertisement or other document inviting deposits from the public or inviting
  
  offers from the public for the subscription or purchase of any shares in, or
  
  debentures of, a body corporate ;
  (37) " public company " means a
  
  public company as defined in section 3 ;
  (38) " public holiday " means a
  
  public holiday within the meaning of the Negotiable Instruments Act, 1881 (26
  
  of 1881) :
  Provided  that no day declared
  
  by the Central Government to be a public holiday shall be deemed to be such a
  
  holiday, in relation to any meeting, unless the declaration was notified before
  
  the issue of the notice convening such meeting ;
  (39) " recognized stock exchange "
  
  means, in relation to any provision of this Act in which it occurs, a stock
  
  exchange, whether in or outside India, which is notified by the Central
  
  Government in the Official Gazette as a recognized stock exchange for the
  
  purposes of that provision ;
  (40) " Registrar " means a
  
  Registrar, or an Additional, a Joint, a Deputy or an Assistant Registrar,
  
  having the duty of registering companies under this Act ;
  (41) " relative " means, with
  
  reference to any person, any one who is related to such person in any of the
  
  ways specified in section 6, and no others ;
  (42) " Schedule " means a Schedule
  
  annexed to this Act ;
  (43) " Scheduled Bank " has the same
  
  meaning as in the Reserve Bank of India Act, 1934 (2 of 1934) ;
  [(44) ****] Omitted by the Companies
  
  (Amendment) Act, 2000
  (45) " secretary " means a Company
  
  Secretary within the meaning of clause (c) of sub-section (1) of section 2 of
  
  the Company Secretaries Act, 1980 (56 of 1980), and includes any other
  
  individual possessing the prescribed qualifications and appointed to perform
  
  the duties which may be performed by a secretary under this Act and any other
  
  ministerial or administrative duties ;
  (45A) " secretary in whole-time practice
  
  " means a secretary who shall be deemed to be in practice within the
  
  meaning of sub-section (2) of section 2 of the Company Secretaries Act, 1980
  
  (56 of 1980), and who is not in full-time employment ;
  (45AA) "securities" means securities
  
  as defined in clause (h) of section 2 of the Securities Contracts (Regulation)
  
  Act, 1956, and includes hybrids;
  (45B) "Securities and Exchange Board of
  
  India" 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).
  (46) " share " means share in the
  
  share capital of a company, and includes stock except where a distinction between
  
  stock and shares is expressed or implied ;
  (46A) "share with differential
  
  rights" means a share that is issued with differential rights in
  
  accordance with the provisions of section 86;
  (47) " subsidiary company " or
  
  " subsidiary " means a subsidiary company within the meaning of
  
  section 4 ;
  (48) " total voting power ", in
  
  regard to any matter relating to a body corporate, means the total number of
  
  votes which may be cast in regard to that matter on a poll at a meeting of such
  
  body, if all the members thereof and all other persons, if any, having a right
  
  to vote on that matter are present at the meeting, and cast their votes ;
  (49) " trading corporation " means a
  
  trading corporation within the meaning of entries 43 and 44 in List I in the
  
  Seventh Schedule to the Constitution ;
  (49A) Omitted w.e.f.1st July,1967
  (50) " variation " shall include
  
  abrogation ; and " vary " shall include abrogate.