THE COMPANIES ACT
CHAPTER I
1. Short title, extent, commencement
and application.
2. Definitions.
CHAPTER II
INCORPORATION OF COMPANY AND MATTERS
INCIDENTAL THERETO
3. Formation of company.
4. Memorandum.
5. Articles.
6. Act to override memorandum,
articles, etc.
7. Incorporation of company.
8. Formation of companies with
charitable objects, etc.
9. Effect of registration.
10. Effect of memorandum and articles.
11. [Omitted].
12. Registered office of company.
13. Alteration of memorandum.
14. Alteration of articles.
15. Alteration of memorandum or
articles to be noted in every copy.
16. Rectification of name of company.
17. Copies of memorandum, articles,
etc., to be given to members.
18. Conversion of companies already registered.
19. Subsidiary company not to hold
shares in its holding company.
20. Service of documents.
21. Authentication of documents,
proceedings and contracts.
22. Execution of bills of exchange,
etc.
CHAPTER III
PROSPECTUS AND ALLOTMENT OF SECURITIES
PART I.—Public offer
23. Public offer and private placement.
24. Power of Securities and Exchange
Board to regulate issue and transfer of securities, etc.
25. Document containing offer of
securities for sale to be deemed prospectus.
26. Matters to be stated in prospectus.
27. Variation in terms of contract or
objects in prospectus.
28. Offer of sale of shares by certain
members of company.
29. Public offer of securities to be in
dematerialised form.
30. Advertisement of prospectus.
31. Shelf prospectus.
32. Red herring prospectus.
33. Issue of application forms for
securities.
34. Criminal liability for
mis-statements in prospectus.
35. Civil liability for mis-statements
in prospectus.
SECTIONS
36. Punishment for fraudulently inducing
persons to invest money.
37. Action by affected persons.
38. Punishment for personation for
acquisition, etc., of securities.
39. Allotment of securities by company.
40. Securities to be dealt with in
stock exchanges.
41. Global depository receipt.
PART II.—Private placement
42. Offer or invitation for
subscription of securities on private placement.
CHAPTER IV
SHARE CAPITAL AND DEBENTURES
43. Kinds of share capital.
44. Nature of shares or debentures.
45. Numbering of shares.
46. Certificate of shares.
47. Voting rights
48. Variation of shareholders‘ rights.
49. Calls on shares of same class to be
made on uniform basis.
50. Company to accept unpaid share
capital, although not called up.
51. Payment of dividend in proportion
to amount paid-up.
52. Application of premiums received on
issue of shares.
53. Prohibition on issue of shares at
discount.
54. Issues of sweat equity shares.
55. Issue and redemption of preference
shares.
56. Transfer and transmission of
securities.
57. Punishment for personation of
shareholder.
58. Refusal of registration and appeal
against refusal.
59. Rectification of register of
members.
60. Publication of authorised,
subscribed and paid-up capital.
61. Power of limited company to alter
its share capital.
62. Further issue of share capital.
63. Issue of bonus shares.
64. Notice to be given to Registrar for
alteration of share capital.
65. Unlimited company to provide for
reserve share capital on conversion into limited company.
66. Reduction of share capital.
67. Restrictions on purchase by company
or giving of loans by it for purchase of its shares.
68. Power of company to purchase its
own securities.
69. Transfer of certain sums to capital
redemption reserve account.
70. Prohibition for buy-back in certain
circumstances.
71. Debentures.
72. Power to nominate.
CHAPTERV
ACCEPTANCE OF DEPOSITS BY COMPANIES
73. Prohibition on acceptance of
deposits from public.
74. Repayment of deposits, etc.,
accepted before commencement of this Act.
75. Damages for fraud.
SECTIONS
76. Acceptance of deposits from public
by certain companies.
76A. Punishment for contravention of
section 73 or section 76.
CHAPTER VI
REGISTRATION OF CHARGES
77. Duty to register charges, etc.
78. Application for registration of
charge.
79. Section 77 to apply in certain
matters.
80. Date of notice of charge.
81. Register of charges to be kept by
Registrar.
82. Company to report satisfaction of
charge.
83. Power of Registrar to make entries
of satisfaction and release in absence of intimation from
company.
84. Intimation of appointment of
receiver or manager.
85. Company‘s register of charges.
86. Punishment for contravention.
87. Rectification by Central Government
in register of charges.
CHAPTER VII
MANAGEMENT AND ADMINISTRATION
88. Register of members, etc.
89. Declaration in respect of
beneficial interest in any share.
90. Investigation of beneficial
ownership of shares in certain cases.
91. Power to close register of members
or debenture holders or other security holders.
92. Annual return.
93. Return to be filed with Registrar
in case promoters‘ stake changes.
94. Place of keeping and inspection of
registers, returns, etc.
95. Registers, etc., to be evidence.
96. Annual general meeting.
97. Power of Tribunal to call annual
general meeting.
98. Power of Tribunal to call meetings
of members, etc.
99. Punishment for default in complying
with provisions of sections 96 to 98.
100. Calling of extraordinary general
meeting.
101. Notice of meeting.
102. Statement to be annexed to notice.
103. Quorum for meetings.
104. Chairman of meetings.
105. Proxies.
106. Restriction on voting rights.
107. Voting by show of hands.
108. Voting through electronic means.
109. Demand for poll.
110. Postal ballot.
111. Circulation of members‘
resolution.
112. Representation of President and
Governors in meetings.
113. Representation of corporations at
meeting of companies and of creditors.
114. Ordinary and special resolutions.
115. Resolutions requiring special
notice.
116. Resolutions passed at adjourned
meeting.
117. Resolutions and agreements to be
filed.
4
SECTIONS
118. Minutes of proceedings of general
meeting, meeting of Board of Directors and other meeting
and resolutions passed by postal
ballot.
119. Inspection of minute-books of
general meeting.
120. Maintenance and inspection of
documents in electronic form.
121. Report on annual general meeting.
122. Applicability of this Chapter to
One Person Company.
CHAPTER VIII
DECLARATION AND PAYMENT OF DIVIDEND
123. Declaration of dividend.
124. Unpaid Dividend Account.
125. Investor Education and Protection
Fund.
126. Right to dividend, rights shares
and bonus shares to be held in abeyance pending registration of
transfer of shares.
127. Punishment for failure to
distribute dividends.
CHAPTER IX
ACCOUNTS OF COMPANIES
128. Books of account, etc., to be kept
by company.
129. Financial statement.
130. Re-opening of accounts on court‘s
or Tribunal‘s orders.
131. Voluntary revision of financial
statements or Board‘s report.
132. Constitution of National Financial
Reporting Authority.
133. Central Government to prescribe
accounting standards
134. Financial statement, Board‘s
report, etc.
135. Corporate Social Responsibility.
136. Right of member to copies of
audited financial statement.
137. Copy of financial statement to be
filed with Registrar.
138. Internal Audit.
CHAPTER X
AUDIT AND AUDITORS
139. Appointment of auditors.
140. Removal, resignation of auditor
and giving of special notice.
141. Eligibility, qualifications and
disqualifications of auditors.
142. Remuneration of auditors.
143. Powers and duties of auditors and
auditing standards.
144. Auditor not to render certain
services.
145. Auditor to sign audit reports,
etc.
146. Auditors to attend general
meeting.
147. Punishment for contravention.
148. Central Government to specify
audit of items of cost in respect of certain companies.
CHAPTER XI
APPOINTMENT AND QUALIFICATIONS OF
DIRECTORS
149. Company to have Board of
Directors.
5
SECTIONS
150. Manner of selection of independent
directors and maintenance of data bank of independent
directors.
151. Appointment of director elected by
small shareholders.
152. Appointment of directors.
153. Application for allotment of
Director Identification Number.
154. Allotment of Director
Identification Number.
155. Prohibition to obtain more than
one Director Identification Number.
156. Director to intimate Director
Identification Number.
157. Company to inform Director
Identification Number to Registrar.
158. Obligation to indicate Director
Identification Number.
159. Punishment for contravention.
160. Right of persons other than
retiring directors to stand for directorship.
161. Appointment of additional
director, alternate director and nominee director.
162. Appointment of directors to be
voted individually.
163. Option to adopt principle of
proportional representation for appointment of directors.
164. Disqualifications for appointment
of director.
165. Number of directorships.
166. Duties of directors.
167. Vacation of office of director.
168. Resignation of director.
169. Removal of directors.
170. Register of directors and key
managerial personnel and their shareholding.
171. Members‘ right to inspect.
172. Punishment.
CHAPTER XII
MEETINGS OF BOARD AND ITS POWERS
173. Meetings of Board.
174. Quorum for meetings of Board.
175. Passing of resolution by
circulation.
176. Defects in appointment of
directors not to invalidate actions taken.
177. Audit committee.
178. Nomination and Remuneration
Committee and Stakeholders Relationship Committee.
179. Powers of Board.
180. Restrictions on powers of Board.
181. Company to contribute to bona fide
and charitable funds, etc.
182. Prohibitions and restrictions
regarding political contributions.
183. Power of Board and other persons
to make contributions to national defence fund, etc.
184. Disclosure of interest by
director.
185. Loan to directors, etc.
186. Loan and investment by company.
187. Investments of company to be held
in its own name.
188. Related party transactions.
189. Register of contracts or
arrangements in which directors are interested.
190. Contract of employment with
managing or whole-time directors.
191. Payment to director for loss of
office, etc., in connection with transfer of undertaking, property or shares.
192. Restriction on non-cash
transactions involving directors.
193. Contract by One Person Company.
194. Prohibition on forward dealings in
securities of company by director or key managerial
personnel.
195. Prohibition on insider trading of
securities.
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CHAPTER XIII
APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL
SECTIONS
196. Appointment of managing director,
whole-time director or manager.
197. Overall maximum managerial
remuneration and managerial remuneration in case of absence or
inadequacy of profits.
198. Calculation of profits.
199. Recovery of remuneration in
certain cases.
200. Central Government or company to
fix limit with regard to remuneration.
201. Forms of, and procedure in
relation to, certain applications.
202. Compensation for loss of office of
managing or whole-time director or manager.
203. Appointment of key managerial
personnel.
204. Secretarial audit for bigger
companies.
205. Functions of company secretary.
CHAPTER XIV
INSPECTION, INQUIRY AND INVESTIGATION
206. Power to call for information,
inspect books and conduct inquiries.
207. Conduct of inspection and inquiry.
208. Report on inspection made.
209. Search and seizure.
210. Investigation into affairs of
company.
211. Establishment of Serious Fraud
Investigation Office.
212. Investigation into affairs of
company by Serious Fraud Investigation Office.
213. Investigation into company‘s
affairs in other cases.
214. Security for payment of costs and
expenses of investigation.
215. Firm, body corporate or
association not to be appointed as inspector.
216. Investigation of ownership of
company.
217. Procedure, powers, etc., of
inspectors.
218. Protection of employees during
investigation.
219. Power of inspector to conduct
investigation into affairs of related companies, etc.
220. Seizure of documents by inspector.
221. Freezing of assets of company on
inquiry and investigation.
222. Imposition of restrictions upon
securities.
223. Inspector‘s report.
224. Actions to be taken in pursuance
of inspector‘s report.
225. Expenses of investigation.
226. Voluntary winding up of company,
etc., not to stop investigation proceedings.
227. Legal advisers and bankers not to
disclose certain information.
228. Investigation, etc., of foreign
companies.
229. Penalty for furnishing false
statement, mutilation, destruction of documents.
CHAPTER XV
COMPROMISES, ARRANGEMENTS AND
AMALGAMATIONS
230. Power to compromise or make
arrangements with creditors and members.
231. Power to Tribunal to enforce
compromise or arrangement.
232. Merger and amalgamation of
companies.
233. Merger or amalgamation of certain
companies.
234. Merger or amalgamation of company
with foreign company.
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SECTIONS
235. Power to acquire shares of
shareholders dissenting from scheme or contract approved by
majority.
236. Purchase of minority shareholding.
237. Power of Central Government to
provide for amalgamation of companies in public interest.
238. Registration of offer of schemes
involving transfer of shares.
239. Preservation of books and papers
of amalgamated companies.
240. Liability of officers in respect
of offences committed prior to merger, amalgamation, etc.
CHAPTER XVI
PREVENTION OF OPPRESSION AND
MISMANAGEMENT
241. Application to Tribunal for relief
in cases of oppression, etc.
242. Powers of Tribunal.
243. Consequence of termination or
modification of certain agreements.
244. Right to apply under section 241.
245. Class action.
246. Application of certain provisions
to proceedings under section 241 or section 245.
CHAPTER XVII
REGISTERED VALUERS
247. Valuation by registered valuers.
CHAPTER XVIII
REMOVAL OF NAMES OF COMPANIES FROM THE
REGISTER OF COMPANIES
248. Power of Registrar to remove name
of company from register of companies.
249. Restrictions on making application
under section 248 in certain situations.
250. Effect of company notified as
dissolved.
251. Fraudulent application for removal
of name.
252. Appeal to Tribunal.
CHAPTER XIX
REVIVAL AND REHABILITATION OF SICK
COMPANIES
253. Determination of sickness.
254. Application for revival and rehabilitation.
255. Exclusion of certain time in
computing period of limitation.
256. Appointment of interim
administrator.
257. Committee of creditors.
258. Order of Tribunal.
259. Appointment of administrator.
260. Powers and duties of company
administrator.
261. Scheme of revival and
rehabilitation.
262. Sanction of scheme.
263. Scheme to be binding.
264. Implementation of scheme.
265. Winding up of company on report of
company administrator.
266. Power of Tribunal to assess
damages against delinquent directors, etc.
267. Punishment for certain offences.
268. Bar of jurisdiction.
269. Rehabilitation and Insolvency
Fund.
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CHAPTER XX
WINDING UP
SECTIONS
270. Modes of winding up.
PART I.—Winding up by the Tribunal
271. Circumstances in which company may
be wound up by Tribunal.
272. Petition for winding up.
273. Powers of Tribunal.
274. Directions for filing statement of
affairs.
275. Company Liquidators and their
appointments.
276. Removal and replacement of
liquidator.
277. Intimation to Company Liquidator,
provisional liquidator and Registrar.
278. Effect of winding up order.
279. Stay of suits, etc., on winding up
order.
280. Jurisdiction of Tribunal.
281. Submission of report by Company
Liquidator.
282. Directions of Tribunal on report
of Company Liquidator.
283. Custody of company‘s properties.
284. Promoters, directors, etc., to
cooperate with Company Liquidator.
285. Settlement of list of
contributories and application of assets.
286. Obligations of directors and
managers.
287. Advisory Committee.
288. Submission of periodical reports
to Tribunal.
289. Power of Tribunal on application
for stay of winding up.
290. Powers and duties of Company
Liquidator.
291. Provision for professional
assistance to Company Liquidator.
292. Exercise and control of Company
Liquidator‘s powers.
293. Books to be kept by Company
Liquidator.
294. Audit of Company Liquidator‘s
accounts.
295. Payment of debts by contributory
and extent of set-off.
296. Power of Tribunal to make calls.
297. Adjustment of rights of
contributories.
298. Power to order costs.
299. Power to summon persons suspected
of having property of company, etc.
300. Power to order examination of
promoters, directors, etc.
301. Arrest of person trying to leave
India or abscond.
302. Dissolution of company by
Tribunal.
303. Appeals from orders made before
commencement of Act.
PART II.—Voluntary winding up
304. Circumstances in which company may
be wound up voluntarily.
305. Declaration of solvency in case of
proposal to wind up voluntarily.
306. Meeting of creditors.
307. Publication of resolution to wind
up voluntarily.
308. Commencement of voluntary winding
up.
309. Effect of voluntary winding up.
310. Appointment of Company Liquidator.
311. Power to remove and fill vacancy
of Company Liquidator.
312. Notice of appointment of Company
Liquidator to be given to Registrar.
313. Cesser of Board‘s powers on
appointment of Company Liquidator.
9
SECTIONS
314. Powers and duties of Company
Liquidator in voluntary winding up.
315. Appointment of committees.
316. Company Liquidator to submit
report on progress of winding up.
317. Report of Company Liquidator to
Tribunal for examination of persons.
318. Final meeting and dissolution of
company.
319. Power of Company Liquidator to
accept shares, etc., as consideration for sale of property of
company.
320. Distribution of property of
company.
321. Arrangement when binding on
company and creditors.
322. Power to apply to Tribunal to have
questions determined, etc.
323. Costs of voluntary winding up.
PART III.—Provisions applicable to
every mode of winding up
324. Debts of all descriptions to be
admitted to proof.
325. Application of insolvency rules in
winding up of insolvent companies.
326. Overriding preferential payments.
327. Preferential payments.
328. Fraudulent preference.
329. Transfers not in good faith to be
void.
330. Certain transfers to be void.
331. Liabilities and rights of certain
persons fraudulently preferred.
332. Effect of floating charge.
333. Disclaimer of onerous property.
334. Transfers, etc., after
commencement of winding up to be void.
335. Certain attachments, executions,
etc., in winding up by Tribunal to be void.
336. Offences by officers of companies
in liquidation.
337. Penalty for frauds by officers.
338. Liability where proper accounts
not kept.
339. Liability for fraudulent conduct
of business.
340. Power of Tribunal to assess
damages against delinquent directors, etc.
341. Liability under sections 339 and
340 to extend to partners or directors in firms or companies.
342. Prosecution of delinquent officers
and members of company.
343. Company Liquidator to exercise
certain powers subject to sanction.
344. Statement that company is in
liquidation.
345. Books and papers of company to be
evidence.
346. Inspection of books and papers by
creditors and contributories.
347. Disposal of books and papers of
company.
348. Information as to pending
liquidations.
349. Official Liquidator to make
payments into public account of India.
350. Company Liquidator to deposit
monies into scheduled bank.
351. Liquidator not to deposit monies
into private banking account.
352. Company Liquidation Dividend and
Undistributed Assets Account.
353. Liquidator to make returns, etc.
354. Meetings to ascertain wishes of
creditors or contributories.
355. Court, tribunal or person, etc.,
before whom affidavit may be sworn.
356. Power of Tribunal to declare
dissolution of company void.
357. Commencement of winding up by
Tribunal.
358. Exclusion of certain time in
computing period of limitation.
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PART IV.—Official Liquidators
SECTIONS
359. Appointment of Official
Liquidator.
360. Powers and functions of Official
Liquidator.
361. Summary procedure for liquidation.
362. Sale of assets and recovery of
debts due to company.
363. Settlement of claims of creditors
by Official Liquidator.
364. Appeal by creditor.
365. Order of dissolution of company.
CHAPTER XXI
PART I.—Companies authorised to
Register under this Act
366. Companies capable of being
registered.
367. Certificate of registration of
existing companies.
368. Vesting of property on
registration.
369. Saving of existing liabilities.
370. Continuation of pending legal
proceedings.
371. Effect of registration under this
Part.
372. Power of Court to stay or restrain
proceedings.
373. Suits stayed on winding up order.
374. Obligations of companies
registering under this Part.
PART II.—Winding up of unregistered
companies
375. Winding up of unregistered
companies.
376. Power to wind up foreign companies
although dissolved.
377. Provisions of Chapter cumulative.
378. Saving and construction of
enactments conferring power to wind up partnership firm, association
or company, etc., in certain cases.
CHAPTER XXII
COMPANIES INCORPORATED OUTSIDE INDIA
379. Application of Act to foreign
companies.
380. Documents, etc., to be delivered
to Registrar by foreign companies.
381. Accounts of foreign company.
382. Display of name, etc., of foreign
company.
383. Service on foreign company.
384. Debentures, annual return,
registration of charges, books of account and their inspection.
385. Fee for registration of documents.
386. Interpretation.
387. Dating of prospectus and particulars
to be contained therein.
388. Provisions as to expert‘s consent
and allotment.
389. Registration of prospectus.
390. Offer of India Depository
Receipts.
391. Application of sections 34 to 36
and Chapter XX.
392. Punishment for contravention.
393. Company‘s failure to comply with
provisions of this Chapter not to affect validity or contracts,
etc.
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CHAPTER XXIII
GOVERNMENT COMPANIES
SECTIONS
394. Annual reports on Government
companies.
395. Annual reports where one or more
State Governments are members of companies.
CHAPTER XXIV
REGISTRATION OFFICES AND FEES
396. Registration offices.
397. Admissibility of certain documents
as evidence.
398. Provisions relating to filing of
applications, documents, inspection, etc., in electronic form.
399. Inspection, production and
evidence of documents kept by Registrar.
400. Electronic form to be exclusive,
alternative or in addition to physical form.
401. Provision of value added services
through electronic form.
402. Application of provisions of
Information Technology Act, 2000.
403. Fee for filing, etc.
404. Fees, etc., to be credited into
public account.
CHAPTER XXV
COMPANIES TO FURNISH INFORMATION OR
STATISTICS
405. Power of Central Government to
direct companies to furnish information or statistics.
CHAPTER XXVI
NIDHIS
406. Power to modify Act in its
application to Nidhis.
CHAPTER XXVII
NATIONAL COMPANY LAW TRIBUNAL AND
APPELLATE TRIBUNAL
407. Definitions.
408. Constitution of National Company
Law Tribunal.
409. Qualification of President and
Members of Tribunal.
410. Constitution of Appellate
Tribunal.
411. Qualifications of Chairperson and
members of Appellate Tribunal.
412. Selection of Members of Tribunal
and Appellate Tribunal.
413. Term of office of President,
Chairperson and other Members.
414. Salary, allowances and other terms
and conditions of service of Members.
415. Acting President and Chairperson
of Tribunal or Appellate Tribunal.
416. Resignation of Members.
417. Removal of Members.
418. Staff of Tribunal and Appellate
Tribunal.
419. Benches of Tribunal.
420. Orders of Tribunal.
421. Appeal from orders of Tribunal.
422. Expeditious disposal by Tribunal
and Appellate Tribunal.
423. Appeal to Supreme Court.
424. Procedure before Tribunal and
Appellate Tribunal.
425. Power to punish for contempt.
12
SECTIONS
426. Delegation of powers.
427. President, Members, officers,
etc., to be public servants.
428. Protection of action taken in good
faith.
429. Power to seek assistance of Chief
Metropolitan Magistrate, etc.
430. Civil court not to have
jurisdiction.
431. Vacancy in Tribunal or Appellate
Tribunal not to invalidate acts or proceedings.
432. Right to legal representation.
433. Limitation.
434. Transfer of certain pending
proceedings.
CHAPTER XXVIII
SPECIAL COURTS
435. Establishment of Special Courts.
436. Offences triable by Special
Courts.
437. Appeal and revision.
438. Application of Code to proceedings
before Special Court.
439. Offences to be non-cognizable.
440. Transitional provisions.
441. Compounding of certain offences.
442. Mediation and Conciliation Panel.
443. Power of Central Government to
appoint company prosecutors.
444. Appeal against acquittal.
445. Compensation for accusation
without reasonable cause.
446. Application of fines.
CHAPTER XXIX
MISCELLANEOUS
447. Punishment for fraud.
448. Punishment for false statement.
449. Punishment for false evidence.
450. Punishment where no specific
penalty or punishment is provided.
451. Punishment in case of repeated
default.
452. Punishment for wrongful
withholding of property.
453. Punishment for improper use of
―Limited‖ or ―Private Limited‖.
454. Adjudication of penalties.
455. Dormant company.
456. Protection of action taken in good
faith.
457. Non-disclosure of information in
certain cases.
458. Delegation by Central Government
of its powers and functions.
459. Power of Central Government of
Tribunal to accord approval, etc., subject to conditions and to
prescribe fees on applications.
460. Condonation of delay in certain
cases.
461. Annual report by Central
Government.
462. Power to exempt class or classes
of companies from provisions of this Act.
463. Power of court to grant relief in
certain cases.
464. Prohibition of association or
partnership of persons exceeding certain number.
465. Repeal of certain enactments and
savings.
466. Dissolution of Company Law Board
and consequential provisions.
467. Power of Central Government to
amend Schedules.
468. Power of Central Government to make rules relating to winding up.
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PRELIMINARY
1. Short title, extent, commencement and application.—(1) This Act may be called the Companies
Act, 2013.
(2) It extends to the whole of India.
(3) This section shall come into force at once and the remaining provisions of this Act shall come into
force on such date1
as the Central Government may, by notification in the Official Gazette, appoint and
different dates may be appointed for different provisions of this Act and any reference in any provision to
the commencement of this Act shall be construed as a reference to the coming into force of that provision.
(4) The provisions of this Act shall apply to—
(a) companies incorporated under this Act or under any previous company law;
(b) insurance companies, except in so far as the said provisions are inconsistent with the
provisions of the Insurance Act, 1938 (4 of 1938) or the Insurance Regulatory and Development
Authority Act, 1999 (41 of 1999);
(c) banking companies, except in so far as the said provisions are inconsistent with the provisions
of the Banking Regulation Act, 1949 (10 of 1949);
(d) companies engaged in the generation or supply of electricity, except in so far as the said
provisions are inconsistent with the provisions of the Electricity Act, 2003 (36 of 2003);
(e) any other company governed by any special Act for the time being in force, except in so far as
the said provisions are inconsistent with the provisions of such special Act; and
(f) such body corporate, incorporated by any Act for the time being in force, as the Central
Government may, by notification, specify in this behalf, subject to such exceptions, modifications or
adaptation, as may be specified in the notification.
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 specified by the Securities and Exchange Board by making regulations in this behalf;
(2) ―accounting standards‖ means the standards of accounting or any addendum thereto for companies
or class of companies referred to in section 133;
(3) ―alter‖ or ―alteration‖ includes the making of additions, omissions and substitutions;
(4) ―Appellate Tribunal‖ means the National Company Law Appellate Tribunal constituted under
section 410;
(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;
(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;
(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 the Central
Government may, by notification, specify in this behalf;
(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;
(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;
(14) ―branch office‖, in relation to a company, means any establishment described as such by the
company;
(15) ―called-up capital‖ means such part of the capital, which has been called for payment;
(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;
(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;
(18) ―Chief Executive Officer‖ means an officer of a company, who has been designated as such by
it;
(19) ―Chief Financial Officer‖ means a person appointed as the Chief Financial Officer of a company;
(20) ―company‖ means a company incorporated under this Act or under any previous company law;
(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;
(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;
(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 subsection (2) of section 275;
(24) ―company secretary‖ or ―secretary‖ means a company secretary as defined in clause (c) of subsection (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;
(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 paidup 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;
(28) ―cost accountant‖ means a cost accountant as defined in clause (b) of subsection (1) of section 2
of the Cost and Works Accountants Act, 1959 (23 of 1959);
(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;
17
(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;
(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;
(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;
(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);
(33) ―derivative‖ means the derivative as defined in clause (ac) of section 2 of the Securities
Contracts (Regulation) Act, 1956 (42 of 1956);
(34) ―director‖ means a director appointed to the Board of a company;
(35) ―dividend‖ includes any interim dividend;
(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;
(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 explanatory note annexed to, or forming part of, any document referred to in sub-clause
(i) to sub-clause (iv):
Provided that the financial statement, with respect to One Person Company, small company and
dormant company, may not include the cash flow statement;
(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:
18
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;
(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.
(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 recognised 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;
(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;
(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;
(47) ―independent director‖ means an independent director referred to in sub-section (6) 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;
(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;
(50) ―issued capital‖ means such capital as the company issues from time to time for subscription;
(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;
(52) ―listed company‖ means a company which has any of its securities listed on any recognised stock
exchange;
(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
19
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;
(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;
(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;
(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 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;
(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
directors is or are accustomed to act;
(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;
20
(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;
(61) ―Official Liquidator‖ means an Official Liquidator appointed under sub-section (1) of section
359;
(62) ―One Person Company‖ means a company which has only one person as a member;
(63) "ordinary or special resolution" means an ordinary resolution, or as the case may be, special
resolution referred to in section 114;
(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;
(65) ―postal ballot‖ 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 as other corporations are
concerned;
(viii) the Portuguese Commercial Code, in so far as it relates to sociedades anonimas; and
(ix) the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961);
(68) ―private company‖ means a company having a minimum paid-up share capital 1
*** 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:
(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;
(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;
(18) ―Chief Executive Officer‖ means an officer of a company, who has been designated as such by
it;
(19) ―Chief Financial Officer‖ means a person appointed as the Chief Financial Officer of a company;
(20) ―company‖ means a company incorporated under this Act or under any previous company law;
(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;
(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;
(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 subsection (2) of section 275;
(24) ―company secretary‖ or ―secretary‖ means a company secretary as defined in clause (c) of subsection (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;
(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 paidup 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;
(28) ―cost accountant‖ means a cost accountant as defined in clause (b) of subsection (1) of section 2
of the Cost and Works Accountants Act, 1959 (23 of 1959);
(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;
17
(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;
(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;
(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;
(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);
(33) ―derivative‖ means the derivative as defined in clause (ac) of section 2 of the Securities
Contracts (Regulation) Act, 1956 (42 of 1956);
(34) ―director‖ means a director appointed to the Board of a company;
(35) ―dividend‖ includes any interim dividend;
(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;
(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 explanatory note annexed to, or forming part of, any document referred to in sub-clause
(i) to sub-clause (iv):
Provided that the financial statement, with respect to One Person Company, small company and
dormant company, may not include the cash flow statement;
(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:
18
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;
(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.
(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 recognised 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;
(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;
(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;
(47) ―independent director‖ means an independent director referred to in sub-section (6) 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;
(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;
(50) ―issued capital‖ means such capital as the company issues from time to time for subscription;
(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;
(52) ―listed company‖ means a company which has any of its securities listed on any recognised stock
exchange;
(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
19
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;
(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;
(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;
(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 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;
(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
directors is or are accustomed to act;
(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;
20
(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;
(61) ―Official Liquidator‖ means an Official Liquidator appointed under sub-section (1) of section
359;
(62) ―One Person Company‖ means a company which has only one person as a member;
(63) "ordinary or special resolution" means an ordinary resolution, or as the case may be, special
resolution referred to in section 114;
(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;
(65) ―postal ballot‖ 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 as other corporations are
concerned;
(viii) the Portuguese Commercial Code, in so far as it relates to sociedades anonimas; and
(ix) the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961);
(68) ―private company‖ means a company having a minimum paid-up share capital 1
*** 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:
https://www.mca.gov.in/Ministry/pdf/CompaniesAct2013.pdf
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