3. Definitions of
“company”, “existing company”, “private
company”.- and “public company”.—(l)
In this Act, unless the context otherwise requires, the expressions
“company”, “existing company”, “private
company” and “public company” shall, subject
to the provisions of subsection (2), have the meanings specified
below:
(i) “company” means a company formed and registered
under this Act or an existing company as defined in clause
(ii);
(ii) “existing company” means a company formed
and registered under any of the previous companies laws specified
below:
(a) any Act or Acts relating to companies in force before
the Indian Companies Act, 1866 (10 of 1866) and repealed by
the Act;
(b) the Indian Companies Act, 1866 (10 of 1866);
(c) the Indian Companies Act, 1882 (6 of 1882);
(d) the Indian Companies Act, 1913 (7 of 1933);
(e) the Registration of Transferred Companies Ordinance 1942
(54 of 1942); and
(f) any law corresponding to any of the Acts or the Ordinance
aforesaid and in force—
(1) 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
(2) 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) insofar as other corporations are concerned;
and
(g) the Portugese Commercial Code, in so far as it relates
to “sociedades anonimas”
(iii) “private company” means a company which
has a minimum paid-up capital of one lakh rupees or such higher
paid-up capital as may be prescribed, and by its articles,—
(a) restricts the right to transfer its shares, if any;
(b) limits the number of its members to fifty not including—
(i) persons who are in the employment of the company, and
(ii) 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 the employment
ceased; and
(c) prohibits any invitation to the public to subscribe for
any shares in, or debentures of, the company;
(d) prohibits any invitation or acceptance of deposits from
persons other than its members, directors or their relatives:
Provided that where two or more persons hold one or more
shares in a company jointly, they shall, for the purposes
of this definition, be treated as a single member;
(iv) “public company” means a company which—
(a) is not a private company;
(b) has a minimum paid-up capital of five lakh rupees or
such higher paid-up capital, as may be prescribed;
(c) is a private company which is a subsidiary of a company
which is not a private company.
(2) Unless the context otherwise requires, the following
companies shall not be included within the scope of any of
the expressions defined in clauses (i) to (iv) of sub-section
(1), and such companies shall be deemed, for the purposes
of this Act, to have been formed and registered outside India:—
(a) a company the registered office whereof is in Burma,
Aden or Pakistan and which immediately before the separation
of that country from India was a company as defined in clause
(i) of sub-section (1);
(3) Every private company, existing on the commencement of
the Companies (Amendment) Act, 2000, with a paid-up capital
of less than one lakh rupees, shall, within a period of two
years from such commencement, enhance its paid-up capital
to one lakh rupees.
(4) Every public company, existing on the commencement of
the Companies (Amendment) Act, 2000, with a paid-up capital
of less than five lakh rupees, shall within a period of two
years from such commencement, enhance its paid-up capital
to five lakh rupees.
(5) Where a private company or a public company fails to
enhance its paid-up capital in the manner specified in sub-section
(3) or sub-section (4), such company shall be deemed to be
a defunct company within the meaning of section 560 and its
name shall be struck off from the register by the Registrar.
(6) A company registered under section 25 before or after
the commencement of Companies (Amendment) Act, 2000 shall
not be required to have minimum paid-up capital specified
in this section.
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