valid as on 12/12/2019

2.Definitions.
Sub-sections effective from different dates

2. 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; (Effective from 12-09-2013)

(2) “accounting standards” means the standards of accounting or any addendum thereto for companies or class of companies referred to in section 133; (Effective from 01-04-2014)

(3) “alter” or “alteration” includes the making of additions, omissions and substitutions;(Effective from 12-09-2013)

(4) “Appellate Tribunal” means the National Company Law Appellate Tribunal constituted under section 410;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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; (Effective from 01-04-2014)

(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;(Effective from 12-09-2013)

(9) “banking company” means a banking company as defined in clause (c) of section 5 of the Banking Regulation Act, 1949 (10 of 1949);(Effective from 12-09-2013)

(10) “Board of Directors” or “Board”, in relation to a company, means the collective body of the directors of the company;(Effective from 01-04-2014)

(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;(Effective from 01-04-2014)

(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;(Effective from 01-04-2014)

(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;(Effective from 01-04-2014)

(14) “branch office”, in relation to a company, means any establishment described as such by the company;(Effective from 12-09-2013)

(15) “called-up capital” means such part of the capital, which has been called for payment;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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 (38 of 1949) who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;(Effective from 12-09-2013)

(18) “Chief Executive Officer” means an officer of a company, who has been designated as such by it;(Effective from 12-09-2013)

(19) “Chief Financial Officer” means a person appointed as the Chief Financial Officer of a company;(Effective from 12-09-2013)

(20) “company” means a company incorporated under this Act or under any previous company law;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

 means a person appointed by the Tribunal as the Company Liquidator in accordance with the provisions of section 275 for the winding up of a company under this Act. (Effective from 15-12-2016)

(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;

 “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 (56 of 1980) who is appointed by a company to perform the functions of a company secretary under this Act;(Effective from 12-09-2013)

(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);(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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);(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 01-04-2014)

(32) “depository” means a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996 (22 of 1996);(Effective from 12-09-2013)

(33) “derivative” means the derivative as defined in clause (ac) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);(Effective from 12-09-2013)

(34) “director” means a director appointed to the Board of a company;(Effective from 12-09-2013)

(35) “dividend” includes any interim dividend;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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);(Effective from 12-09-2013)

(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):

 the financial statement, with respect to one person company, small company, dormant company and private company (if such private company is a start-up)may  not include the cash flow statement;

Explanation. – For the purposes of this Act, the term ‘start-up’ or “start-up company” means a private company incorporated under the Companies Act, 2013 (18 of 2013) or the Companies Act, 1956 (1 of 1956) and recognised as start-up in accordance with the notification issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry.

Provided that the financial statement, with respect to One Person Company, small company and dormant company, may not include the cash flow statement;

(Effective from 12-09-2013)

(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;(Effective from 01-04-2014)

 in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

in case of a Specified IFSC private company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

(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

(b) conducts any business activity in India in any other manner.(Effective from 01-04-2014)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(46) “holding company”, in relation to one or more other companies, means a company of which such companies are subsidiary companies;(Effective from 12-09-2013)

(47) “independent director” means an independent director referred to in sub-section (5) of section 149;(Effective from 01-04-2014)

(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;(Effective from 01-04-2014)

(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;(Effective from 12-09-2013)

(50) “issued capital” means such capital as the company issues from time to time for subscription;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(52) “listed company” means a company which has any of its securities listed on any recognised stock exchange;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(58) “notification” means a notification published in the Official Gazette and the expression “notify” shall be construed accordingly;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(61) “Official Liquidator” means an Official Liquidator appointed under sub-section (1) of section 359;(Effective from 12-09-2013)

(62) “One Person Company” means a company which has only one person as a member;(Effective from 01-04-2014)

(63) “ordinary or special resolution” means an ordinary resolution, or as the case may be, special resolution referred to in section 114;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(65) “postal ballot” means voting by post or through any electronic mode;(Effective from 12-09-2013)

(66) “prescribed” means prescribed by rules made under this Act;(Effective from 12-09-2013)

(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 as other corporations are concerned;

(viii) the Portuguese Commercial Code, in so far as it relates to sociedades anonimas; and(Effective from 12-09-2013)

(ix) the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961);(Not notified)

(68) “private company” means a company having a  of 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—

the employment ceased,shall not be included in the number of members; and

(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

(iii) prohibits any invitation to the public to subscribe for any securities of the company;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(71) “public company” means a company which—

(a) is not a private company;

(b) has a   , 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 ;(Effective from 12-09-2013)

(72) “public financial institution” means—

(i) 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; 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;(Effective from 12-09-2013)

(73) “recognised stock exchange” means a recognised stock exchange as defined in clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);(Effective from 12-09-2013)

(74) “register of companies” means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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;

 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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(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 (43 of 1961);(Effective from 12-09-2013)

(79) “Schedule” means a Schedule annexed to this Act;(Effective from 12-09-2013)

(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);(Effective from 12-09-2013)

(81) “securities” means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);(Effective from 12-09-2013)

(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);(Effective from 12-09-2013)

(83) “Serious Fraud Investigation Office” means the office referred to in section 211;(Effective from 01-04-2014)

(84) “share” means a share in the share capital of a company and includes stock;(Effective from 12-09-2013)

(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;(Effective from 01-04-2014)

(86) “subscribed capital” means such part of the capital which is for the time being subscribed by the members of a company;(Effective from 12-09-2013)

(87) “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  shall not have layers of subsidiaries beyond such numbers (Effective from 20-09-2017)

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;(Effective from 12-09-2013)

(d) “layer” in relation to a holding company means its subsidiary or subsidiaries;(Effective from 01-04-2014)

(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;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(90) “Tribunal” means the National Company Law Tribunal constituted under section 408;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(92) “unlimited company” means a company not having any limit on the liability of its members;(Effective from 12-09-2013)

(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;(Effective from 12-09-2013)

(94) “whole-time director” includes a director in the whole-time employment of the company;(Effective from 12-09-2013)

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.(Effective from 12-09-2013)

Amended vide The Insolvency and Bankruptcy Code, 2016. To view the amendment,Click Here
In case of Section 8 company, the provisions of clause (24) of Section 2 shall not apply vide GSR 466(E) dated 05.06.2015. To view the notification,Click Here
notified vide notification dated 18 May, 2016. To view the notification,Click Here
Substituted vide notification dated 13th June, 2017. To view the notification,Click Here
Inserted vide  Exemption notification to specified IFSC  Public Companies GSR 08 (E). To view the notification,Click Here
Inserted vide  Exemption notification to specified IFSC  Private Companies GSR 09 (E). To view the notification,Click Here
In case of Section 8 company, the requirement of having minimum paid-up share capital shall not apply vide GSR 466 (E) dated 05.06.2015. To view the notification,Click Here
 omitted by the Companies (Amendment) Act, 2015 (21 of 2015), notified on 26th May, 2015, with effect from 29th May 2015 vide notification S.O.1440(E). To view the notification,Click Here
The requirement of having minimum paid-up share capital under section 2(71) shall not apply to section 8 company vide notification no. G.S.R. 466(E) dated 5th June, 2015. To view the notification,Click Here
omitted by the Companies (Amendment) Act,2015 (21 of 2015), notified on 26th May, 2015, with effect from 29th May 2015 vide notification S.O. 1440(E). To view the notification,Click Here
inserted by the Companies (Removal of Difficulties) Sixth Order, 2014 vide order no. S.O.1894 (E) dated 24th July 2014.To view the order,Click Here
substituted by the Companies (Removal of Difficulties) Fifth Order, 2014 vide order no. S.O.1820 (E) dated 9th July 2014.To view the order,Click Here
1. This clause do not apply to private company with respect to section 188, vide notification no. G.S.R. 464 (E) dated 5th June 2015.

2.This clause shall not apply with respect to section 188 vide exemption notification to specified IFSC Public Companies, GSR 08 (E),Click Here

Refer rule 2 Companies (Restriction on number of layers) Rules, 2017. To view the rule,Click Here
Refer rule 2 Companies (Restriction on number of layers) Rules, 2017. To view the rule,Click Here
Inserted vide The Insolvency and Bankruptcy Code, 2016. To view the amendment,Click Here

1.2.2-Companies (Restriction on number of layers) Rules, 2017

2. Restriction on number of layers for certain classes of holding companies.—

(1) On and from the date of commencement of these rules, no company, other than a company belonging to a class specified in sub-rule (2), shall have more than two layers of subsidiaries:

Provided that the provisions of this sub-rule shall not affect a company from acquiring a company incorporated outside India with subsidiaries beyond two layers as per the laws of such country:

Provided further that for computing the number of layers under this rule, one layer which consists of one or more wholly owned subsidiary or subsidiaries shall not be taken into account.

(2) The provisions of this rule shall not apply to the following classes of companies, namely:—

(a) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act, 1949 (10 of 1949);

(b) a non-banking financial company as defined in clause (f) of Section 45-I of the Reserve Bank of India Act, 1934 (2 of 1934) which is registered with the Reserve Bank of India and considered as systematically important non-banking financial company by the Reserve Bank of India;

(c) an insurance company being a company which carries on the business of insurance in accordance with provisions of the Insurance Act, 1938 (4 of 1938) and the Insurance Regulatory Development Authority Act, 1999 (41 of 1999);

(d) a Government company referred to in clause (45) of section 2 of the Act.

(3) The provisions of this rule shall not be in derogation of the proviso to sub-section (1) of section 186 of the Act.

(4) Every company, other than a company referred to in sub-rule (2), existing on or before the commencement of these rules, which has number of layers of subsidiaries in excess of the layers specified in sub-rule (1) –

(i) shall file, with the Registrar a return in Form CRL-1 disclosing the details specified therein, within a period of one hundred and fifty days from the date of publication of these rules in the Official Gazette;

(ii) shall not, after the date of commencement of these rules, have any additional layer of subsidiaries over and above the layers existing on such date; and

(iii) shall not, in case one or more layers are reduced by it subsequent to the commencement of these rules, have the number of layers beyond the number of layers it has after such reduction or maximum layers allowed in subrule (1), whichever is more.

(5) If any company contravenes any provision of these rules the company and every officer of the company who is in default shall be punishable with fine which may extend to ten thousand rupees and where the contravention is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which such contravention continues.

Annexure

Form CRL-1 Return regarding number of layers (see clause (i) of sub-rule (4)of Rule 2)

1.      (a) Name of the company: _______________

(b) CIN of the company: _______________

2. Number of layers of subsidiaries as on the date of commencement of these rules _____

3. Layer wise details of subsidiary companies

SN Name of subsidiary CIN of subsidiary
company
Name of holding
company
CIN of holding
company
Per centage of
shares held by
holding company
Layer 1
1 SL1-1
2SL1-2
3SL1-3
Layer 2 ……..
..SL2-1
..SL2-2
..SL2-3
Layer 3.. …..
..SL3-1
..SL3-2
..SL3-3
.Layer 4.…….
..SL4-1
..SL4-2
..SL4-3
..……
..Upto last
layer
…..…..…..…..…..

I (Name of director of the company signing the Form) am authorised by the Board of Directors of the company vide resolution number _______ dated ________ (DD/MM/YYYY) to sign this form and declare that —

(1) the information of the subsidiaries and the layers as contained in the form is true, correct and complete and no information has been suppressed or concealed.

(2) I have read the provisions of section 448 and 449 of Companies Act, 2013 which provide for punishment for false statement and punishment for false evidence respectively.

To be digitally signed by

Director                                                  DSC

Director Identification Number of the Director

Date:

Place:


GSR 238 E


Companies (Removal of Difficulties) Fifth Order, 2014 [S.O. 1820 (E)] dated 09/07/2014


Companies (Removal of Difficulties) Order, 2015 [S.O. 504 (E)] dated 13/02/2015


Companies (Removal of Difficulties) Sixth Order, 2014 [S.O. 1894 (E) dated 24/07/2014


Companies (Removal of Difficulties) Third Order, 2014 [S.O. 1429 (E) dated 02/06/2014


Amendments to Companies Act, 2013 vide Eleventh Schedule of the Insolvency and Bankruptcy Code, 2016


Enforcement notification [S.O.1795(E)] dated 18/05/2016


Enforcement Notification [SO 3086(E)]dated 20/09/2017


Enforcement Notification S.O. 3677(E) dated 07/12/2016


Enforcement Notification S.O. 902(E) dated 26/03/2014


Enforcement notification S.O.2754 (E) dated 12/09/2013


Exemption to Specified IFSC Private company [GSR 09(E)] dated 04/01/2017


Exemption to Specified IFSC Public company [GSR 08(E)] dated 04/01/2017


Exemptions to Private Companies [Amendment to GSR 464(E)] dated 13/06/2017


Exemptions to private companies [GSR 464 (E)] dated 05/06/2015


Exemptions to Section 8 companies [GSR 466 (E)] dated 05/06/2015


The Companies (Amendment) Act,2015

 


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