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;
(1B) “Appellate Tribunal” means the National
Company Law Appellate Tribunal constituted under sub-section
(1) of section 10FR;
(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 the 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) to (4) Omitted by Act 53 of 2000
(5) “banking company” has the same meaning as
in the Banking Companies Act, 1949 (10 of 1949)2;
(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, officers 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 subsection
(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;
(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;
(19AA) “industrial company” means a company which
owns one or more industrial undertakings;
(19AB) “industrial undertaking” means any undertaking,
pertaining to any industry carried on in one or more factories
or units by any company, as defined in clause (aa) of section
3 of the Industries (Development and Regulation) Act, 1951
(65 of 1951) but does not include a small-scale industrial
undertaking as defined in clause (j)of that section;
(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 Act 62 of 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 companies” 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 Act 53 of 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 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 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;
(29A) “net worth” means the sum total of the
paid-up capital and free reserves after deducting the provisions
or expenses as may be prescribed.
Explanation .—For the purposes of this clause, “free
reserves” means all reserves created out of the profits
and share premium account but does not include reserves created
out of revaluation of assets, write back of depreciation provisions
and amalgamation;
(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 (42 of 1956);
(31AA) “operating agency” means any group of
experts consisting of persons having special knowledge of
business or industry in which the sick industrial company
is engaged and includes public financial institution, State
level institution, scheduled bank or any other person as may
be specified as the operating agency by the Tribunal;
(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 The
Tribunal, 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) “recognised 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 recognised 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);
(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 (42 of 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;
(46AA) “sick industrial company” means an industrial
company which has—
(i) the accumulated losses in any financial year equal to
fifty per cent. or more of its average net worth during four
years immediately preceding such financial year; or
(ii) failed to repay its debts within any three consecutive
quarters on demand made in writing for its repayment by a
creditor or creditors of such company;
(46AB) “State level institution” means any of
the following institutions, namely:—
(a) the State Financial Corporations established under section
3 or section 3A and institutions notified under section 46
of the State Financial Corporations Act, 1951 (63 of 1951);
(b) the State Industrial Development Corporations registered
under this Act;
(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) “Tribunal” means the National Company Law
Tribunal constituted under sub-section (1) of section 10FB;
(50) “variation” shall include abrogation; and
“vary” shall include abrogate.
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