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TMI BlogDefinitionsX X X X Extracts X X X X X X X X Extracts X X X X ..... 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 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies 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 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; ( 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; 5 [(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, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 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 (2 of 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 explanato ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ipt 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 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; ( 46 ) holding company , in relation to one or more other companies, means a company of which such companies are subsidiary companies; 8 [Explanation.-For the purposes of this clause, the expression company includes any body corporate;] ( 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; 9 [***] ( 50 ) issued capital means such capital as the company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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; ( 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 12 [, securities premium account and debit or credit balance of profit and loss 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 director ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... means voting by post or through any electronic mode; ( 66 ) prescribed means prescribed by rules made under this Act; ( 67 ) previous company law means any of the laws specified below:- ( i ) Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866); ( ii ) the Indian Companies Act, 1866 (10 of 1866); ( iii ) the Indian Companies Act, 1882 (6 of 1882); ( iv ) the Indian Companies Act, 1913 (7 of 1913); ( v ) the Registration of Transferred Companies Ordinance, 1942 (Ord. 54 of 1942); ( vi ) the Companies Act, 1956 (1 of 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 (7 of 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 (62 of 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 (25 of 1968), in so far ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Life Insurance Corporation of India, established under section 3 of the Life Insurance Corporation Act, 1956 (31 of 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 (1 of 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 (58 of 2002); ( iv ) institutions notified by the Central Government under sub-section (2) of section 4A of the Companies Act, 1956 (1 of 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; 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 ) re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t, 1961 (43 of 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 (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 higher amount as may be prescribed which shall not be more than 18 [one hundred crore rupees]: Provi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 1956) or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the Depositories Act, 1996 (22 of 1996) shall have the meanings respectively assigned to them in those Acts. ******************** Notes:- 1. Omitted vide THE COMPANIES (AMENDMENT) Act, 2015 - dated 25th May 2015 before it was read as, of one lakh rupees or such higher paid-up share capital 2. Omitted vide THE COMPANIES (AMENDMENT) Act, 2015 - dated 25th May 2015 before it was read as, of five lakh rupees or such higher paid-up capital, 3. Substituted vide F. No. 1/13/2013-CL.V-Part - Dated 13-2-201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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 rupees 19. Substituted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 07 th May, 2018 before it was read as, total share capital 20. Substituted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 09 February, 2018 before it was read as, ( 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; 21. As Amended vide Insolvency and Bankruptcy Code, 2016, ELEVENTH SCHEDULE , before it was read, ( 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 Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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