Clause 2 - Amendment of section 2. - Companies (Amendment) Bill, 2017

Amendment of section 2. 2. In section 2 of the Companies Act, 2013 (18 of 2013) (hereinafter referred to as the principal Act),- ( i ) in clause ( 6 ), for the Explanation , the following Explanation shall be substituted, namely:- '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;'; ( ii ) for clause ( 28 ), the following clause shall be substituted, namely:- '( 28 ) 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 (23 of 1959) and who holds a valid certificate of practice under sub-section ( 1 ) of section 6 of that Act;'; ( iii ) in clause ( 30 ), the following proviso shall be inserted, namely:- Provided that- ( a ) the instruments referred to in Chapter III-D of the Reserve Bank of India Act, 1934; (2 of 1934) and ( b ) such other instrument, as may be prescribed by the Central Government in consultation with the Reserve Bank of India, issued by a company, shall not be treated as debenture; ; ( iv ) in clause ( 41 ), in the first proviso, after the word subsidiary , the words or associate company shall be inserted; ( v ) in clause ( 46 ), the following Explanation shall be inserted, namely:- 'Explanation. -For the purposes of this clause, the expression company includes any body corporate;'; ( vi ) clause ( 49 ) shall be omitted; ( vii ) in clause ( 51 ),- ( a ) in sub-clause ( iv ), the word and shall be omitted; ( b ) for sub-clause ( v ), the following sub-clauses shall be substituted, namely:- ( v ) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and ( vi ) such other officer as may be prescribed; ; ( viii ) in clause ( 57 ), for the words and securities premium account , the words , securities premium account and debit or credit balance of profit and loss account, shall be substituted; ( ix ) in clause ( 71 ), in sub-clause ( a ), after the word company; , the word and shall be inserted; ( x ) in clause ( 72 ), in the proviso, in clause ( A ), after the words State Act , the words other than this Act or the previous company law shall be inserted; ( xi ) in clause ( 76 ), for sub-clause ( viii ), the following sub-clause shall be substituted, namely:- ( viii ) any body corporate which is- ( A ) a holding, subsidiary or an associate company of such company; ( B ) a subsidiary of a holding company to which it is also a subsidiary; or ( C ) an investing company or the venturer of the company; ; Explanation.- For the purpose of this clause, the investing company or the venturer of a company means a body corporate whose investment in the company would result in the company becoming an associate company of the body corporate. ( xii ) in clause ( 85 ),- ( a ) in sub-clause ( i ), for the words five crore rupees , the words ten crore rupees shall be substituted; ( b ) in sub-clause ( ii ),- ( A ) for the words as per its last profit and loss account , the words as per profit and loss account for the immediately preceding financial year shall be substituted; ( B ) for the words twenty crore rupees , the words one hundred crore rupees shall be substituted; ( xiii ) in clause ( 87 ), in sub-clause ( ii ), for the words total share capital , the words total voting power shall be substituted; ( xiv ) for clause ( 91 ), the following clause shall be substituted, namely:- '( 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;'.