Definitions. In this Act, unless the context otherwise requires,-
1 alter and alteration shall include the making of additions and omissions
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 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 1. This Act has been extended to Goa, Daman and Diu by Regulation 12 of 1962 with modifications , s. 3 and Sch. to Dadra and Nagar Haveli by Regulation 6 of 1963, s. 2 and Sch. I and to Pondicherry by Regulation 7 of 1963, s. 3 and Sch. 1. The provisions of this Act shall apply to Goa, Daman and Diu, subject to the exceptions, modifications and adaptations contained in the Schedule to G. S. R. 615, dated the 24th April, 1965 Gazette of India, Pt. II, Sec. 3 i , p. 670 . Amended in its application to Goa, Daman and Diu by Reg. 11 of 1963, s. 9. 2. 1st April, 1956, vide Notification No. S. R. O. 612, dated 8- 3- 1956, Gazette of India, Extraordinary, 1956, Pt. II, Sec. 3, p. 473. 3. Subs. by Act 62 of 1956 s. 2 and Sch., for sub- section 3 w. e. f. 1- 11- 1956 . 4. Proviso omitted by Act 25 of 1968, s. 2 and Sch. w. e. f. 15- 8- 1968 . 5. Ins. by Act 31 of 1965, s. 2 w. e. f. 15- 10- 1965 . 6. The word further omitted by Act 25 of 1968, s. 2 and Sch. w. e. f. 15- 8- 1968 . Schedule annexed to the Indian Companies Act, 1913 , or in Table A in Schedule I annexed to this Act
Ins. by Act 22 of 1996, s. 31 and Sch. w. e. f. 20. 9. 1995 .
3 associate, in relation to a managing agent, means any of the following, and no others- a where the managing agent is an individual. any partner or relative of such individual any firm in which such individual, partner or relative is a partner any private company of which such individual or any such partner, relative or firm is the managing agent or secretaries and treasurers or a director or the manager and any body corporate at any general meeting of which not less than one- third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, such individual, partner or par- tners, relative or relatives, firm or firms and private company or companies b where the managing agent is a firm any member of such firm any partner or relative of any such member and any other firm in which any such member, par- tner or relative is a partner any private company of which the firm first mentioned, or any such member, partner, relat- ive or other firm is the manag- ing agent, or secretaries and treasurers, or a director, or the manager and any body corporate at any general meeting of which not less than one- third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the firm firstmentioned, any such member or members, partner or part- ners, relative or relatives, other firm or firms and priv- ate company or companies c where the managing agent is a body corpo- rate i any subsidiary or holding company of such body corporate the managing agent or secretaries and treasurers, or a director, the manager or an officer of. the body corporate or of any subsidiary or holding company thereof any partner or relative of any such director or manager any firm in which such director, manager, partner or relative, is a partner ii any other body corporate at any general meeting of which not less than one- third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the body corporate and the companies and other persons specified in paragraph i above and iii any subsidiary of the other body corporate referred to in paragraph ii above Provided that where the body corporate is the manag- ing agent of the other body corporate referred to in paragraph ii above, a subsidiary of such other body corporate shall not be an associate 1. The and omitted by Act 65 of 1960, s. 2. 2. Ins. by s. 2, ibid. in relation to the managing agent aforesaid and d where the managing agent is a private company or a body corporate having not more than fifty members in addition to the persons men- tioned in sub clause c , any member of the private company or body corporate Explanation.- If one person is an associate in relation to another within the meaning of this clause, the latter shall also be deemed to be an associate in relation to the former within its meaning
a where the managing agent is an individual. any partner or relative of such individual any firm in which such individual, partner or relative is a partner any private company of which such individual or any such partner, relative or firm is the managing agent or secretaries and treasurers or a director or the manager and any body corporate at any general meeting of which not less than one- third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, such individual, partner or par- tners, relative or relatives, firm or firms and private company or companies
b where the managing agent is a firm any member of such firm any partner or relative of any such member and any other firm in which any such member, par- tner or relative is a partner any private company of which the firm first mentioned, or any such member, partner, relat- ive or other firm is the manag- ing agent, or secretaries and treasurers, or a director, or the manager and any body corporate at any general meeting of which not less than one- third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the firm firstmentioned, any such member or members, partner or part- ners, relative or relatives, other firm or firms and priv- ate company or companies c where the managing agent is a body corpo- rate i any subsidiary or holding company of such body corporate the managing agent or secretaries and treasurers, or a director, the manager or an officer of. the body corporate or of any subsidiary or holding company thereof any partner or relative of any such director or manager any firm in which such director, manager, partner or relative, is a partner ii any other body corporate at any general meeting of which not less than one- third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the body corporate and the companies and other persons specified in paragraph i above and iii any subsidiary of the other body corporate referred to in paragraph ii above Provided that where the body corporate is the manag- ing agent of the other body corporate referred to in paragraph ii above, a subsidiary of such other body corporate shall not be an associate 1. The and omitted by Act 65 of 1960, s. 2. 2. Ins. by s. 2, ibid. in relation to the managing agent aforesaid and
any other body corporate at any general meeting of which not less than one- third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the body corporate and the companies and other persons specified in paragraph i above and
any subsidiary of the other body corporate referred to in paragraph ii above Provided that where the body corporate is the manag- ing agent of the other body corporate referred to in paragraph ii above, a subsidiary of such other body corporate shall not be an associate 1. The and omitted by Act 65 of 1960, s. 2. 2. Ins. by s. 2, ibid. in relation to the managing agent aforesaid and
d where the managing agent is a private company or a body corporate having not more than fifty members in addition to the persons men- tioned in sub clause c , any member of the private company or body corporate Explanation.- If one person is an associate in relation to another within the meaning of this clause, the latter shall also be deemed to be an associate in relation to the former within its meaning
4 associate, in relation to any secretaries and treasurers, means any of the following, and no others- a where the secretaries and treasurers are a firm any member of such firm any partner or relative of any such member and any other firm in which any such member, part- ner or relative is a partner any private company of which the firm first- mentioned, or any such member, partner, relat- ive or other firm is the manag- ing agent, or secretaries and treasurers, or a director, or the manager and any body corporate at any gene- ral meeting of which not less than one- third of the total vot- ing power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the firm first- mentioned, any such member or members, partner or partners, relative or relatives, other firm or firms, and private company or companies b where the secretaries and treasurers are a body corporate i any subsidiary or hold- ing company of such body corpo- rate the managing agent or secretaries and treasurers, or a director, the manager or an officer of the body corporate or of any subsidiary or hold- ing company thereof any part- ner or relative of any such director or manager any firm in which such director or manager, partner or relative, is a partner ii any other body corporate at any general meeting of which not less than one- third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the body corporate and the com- panies and other persons speci- fied in paragraph i above and iii any subsidiary of the other body corporate refe- rred to in paragraph ii above Provided that where the body corporate is the secretar- ies and treasurers of the other body corporate referred to in paragraph ii above, a subsidiary of such other body corporate shall not be an associate in relation to the secretaries and treasurers aforesaid and 1. The word and omitted by Act 65 of 1960, s. 2. 2. Ins. by s. 2, ibid. c where the secretaries and treasurers are a private company or a body corporate having not more than fifty members in addition to the persons mentioned in sub- clause b , any member of the private com- pany or body corporate Explanation.- If one person is an associate in relation to another within the meaning of this clause, the latter shall also be deemed to be an associate in relation to the former within its meaning
a where the secretaries and treasurers are a firm any member of such firm any partner or relative of any such member and any other firm in which any such member, part- ner or relative is a partner any private company of which the firm first- mentioned, or any such member, partner, relat- ive or other firm is the manag- ing agent, or secretaries and treasurers, or a director, or the manager and any body corporate at any gene- ral meeting of which not less than one- third of the total vot- ing power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the firm first- mentioned, any such member or members, partner or partners, relative or relatives, other firm or firms, and private company or companies
b where the secretaries and treasurers are a body corporate i any subsidiary or hold- ing company of such body corpo- rate the managing agent or secretaries and treasurers, or a director, the manager or an officer of the body corporate or of any subsidiary or hold- ing company thereof any part- ner or relative of any such director or manager any firm in which such director or manager, partner or relative, is a partner ii any other body corporate at any general meeting of which not less than one- third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the body corporate and the com- panies and other persons speci- fied in paragraph i above and iii any subsidiary of the other body corporate refe- rred to in paragraph ii above Provided that where the body corporate is the secretar- ies and treasurers of the other body corporate referred to in paragraph ii above, a subsidiary of such other body corporate shall not be an associate in relation to the secretaries and treasurers aforesaid and 1. The word and omitted by Act 65 of 1960, s. 2. 2. Ins. by s. 2, ibid.
any other body corporate at any general meeting of which not less than one- third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the body corporate and the com- panies and other persons speci- fied in paragraph i above and
any subsidiary of the other body corporate refe- rred to in paragraph ii above Provided that where the body corporate is the secretar- ies and treasurers of the other body corporate referred to in paragraph ii above, a subsidiary of such other body corporate shall not be an associate in relation to the secretaries and treasurers aforesaid and 1. The word and omitted by Act 65 of 1960, s. 2. 2. Ins. by s. 2, ibid.
c where the secretaries and treasurers are a private company or a body corporate having not more than fifty members in addition to the persons mentioned in sub- clause b , any member of the private com- pany or body corporate Explanation.- If one person is an associate in relation to another within the meaning of this clause, the latter shall also be deemed to be an associate in relation to the former within its meaning
5 banking company has the same meaning as in the Banking Companies Act, 1949 10 of 1949
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
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, 1. Subs. by Act 65 of 1960, s. 2, for does not include a corporation sole. 2. Ins. by Act 31 of 1965, s. 3 w. e. f. 15- 10- 1965 , 3. Subs. by Act 65 of 1960, s. 2, for cl. 9 , but does not include any establishment specified in any order made by the Central Government under section 8
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, 1. Subs. by Act 65 of 1960, s. 2, for does not include a corporation sole. 2. Ins. by Act 31 of 1965, s. 3 w. e. f. 15- 10- 1965 , 3. Subs. by Act 65 of 1960, s. 2, for cl. 9 , 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
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
13 director includes any person occupying the position of director, by whatever name called
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
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
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 1. Ins. by Act 53 of 1963, s. 2 w. e. f. 1- 1- 1964 . 2. Subs. by Act 65 of 1960, s. 2, for cl. 11 . Provided that, in relation to an insurance company, financial year shall mean the calendar year referred to in sub- section 1 of section 11 of the Insurance Act, 1938 4 of 1938
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
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
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 subsantially 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 1. Omitted by Act 30 of 1984, s. 52 w. e. f. 1. 8. 1984 . 2. Cl. 20 omitted by Act 62 of 1956, s. 2 and Sch. w. e. f. 1- 11- 1956 .
25 managing agent means any individual, firm or body corporate entitled, subject to the provisions of this Act, to the management of the whole, or substantially the whole, of the affairs of a company by virtue of an agreement with the company, or by virtue of its memorandum or articles of association, and includes any individual, firm or body corporate occupying the position of a managing agent, by whatever name called. Explanation I.- For the purposes of this Act, references to managing agent shall be construed as references to any individual, firm, or body corporate who, or which, was, at any time before the 3rd day of April, 1970 , the managing agent of any company. Explanation II.- For the removal of doubts, it is hereby dec- lared that notwithstanding anything contained in section 6 of the Companies Amendment Act, 1969 , 17 of 1969 . this clause shall remain, and shall be deemed always to have re- mained, in force
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 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 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 1. Ins. by Act 41 of 1974, s. 2 w. e. f. 1- 2- 1975 . 2. Subs. by Act 65 of 1960, s. 2, for any powers of management. 3. Ins. by s. 2, ibid.
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
30 officer includes any director, managing agent, secretaries and treasurers, 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, and also includes- a where the managing agent, or the secretaries and treasures is or are a firm, any partner in the firm b where the managing agent or the secretaries and treasurers is or are a body corporate, any director or manager of the body corporate but save in sections, 477, 478, 539, 543, 545, 621, 625 and 633 does not include an auditor
a where the managing agent, or the secretaries and treasures is or are a firm, any partner in the firm
b where the managing agent or the secretaries and treasurers is or are a body corporate, any director or manager of the body corporate but save in sections, 477, 478, 539, 543, 545, 621, 625 and 633 does not include an auditor
31 officer who is in default, in relation to any provision referred to in section 5, has the meaning specified in that section
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 1. Subs. by Act 65 of 1960, s. 2, for cl. 30 . 2. Ins. by Act 31 of 1965, s. 3 w. e. f. 15- 10- 1965 . 3. Subs. by Act 41 of 1974, s. 2, for the secretaries and treasurers or the secretary w. e. f. 1- 8- 1975 . 4. Sub- clause c omitted by s. 2, ibid. w. e. f. 1- 8- 1975 . 5. Subs. by Act 65 of 1960, s. 2, for sub- section 1 of section 549 and subsection 3 of section 550. by rules made by the Supreme Court in consultation with High Courts, 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, adver- tisement or other document inviting deposits from the public or inviting offers from the public for the subscrip- tion 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
Registrar means a Registrar, or an Additional, a Joint, a Deputy or an Assistant Registrar, having the duty of registering companies under this Act 1. Subs. by Act 65 of 1960. s. 2, for sub- section 1 of section 549 and subsection 3 of section 550. 2. Subs. by s. 2, ibid., for any prospectus. 3. Ins. by Act 41 of 1974, s. 2 w. e. f. 1- 2- 1975 .
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
Schedule means a Schedule annexed to this Act
Scheduled Bank has the same meaning as in the Reserve Bank of India Act, 1934 2 of 1934
44 secretaries and treasurers means any firm or body corporate not being the managing agent which, 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 any firm or body corporate occupying the position of secretaries and treasurers, by whatever name called, and whether under a contract of service or not. Explanation I.- For the purposes of this Act, references to secretaries and treasurers shall be construed as references to any firm or body corporate which was, at any time before the 3rd day of April, 1970 , secretaries and treasurers of any company. Explanation II.- For the removal of doubts, it is hereby declared that notwithstanding anything contained in section 6 of the Companies Amendment Act, 1969 17 of 1969 , this clause shall remain, and shall be deemed always to have remained, in force
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 fulltime employment
46A Securities and Exchange Board of India means the Securities and Exchange Board of India established under section 3 of the Securi- ties 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
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 1. Ins. by Act 41 of 1974, s. 2 w. e. f. 1- 2- 1975 . 2. Subs. by Act 65 of 1960, s. 2, for el. 45 . 3. 41 of 1974, s. 2, for certain words w. e. f. 1- 2- 1975 . 4. Subs. by Act 31 of 1988, s. 2 w. e. f.-------------- . 5. Subs by s. 2 ibid w. e. f. 15. 6. 1988 . 6. Ins. by Act 22 of 1996, s. 31 and Sch. w. e. f. 20. 9. 1995 . 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
50 variation shall, include abrogation and vary shall include abrogate.
2A Words and expressions used and not defined in this Act but defined in the Depositories Act, 1996 22 of 1996 , shall have the same meanings respectively assigned to them in that Act.