Tuesday, September 03, 2013

New Definitions in the Companies Act, 2013.

The Companies Act, 2013 came into existance as soon as it is published in the Gazette. The Act  itself says that except section 1, the remaining provisions of this Act shall come into force on such date as the Central Government may fixed, by notification in the Official Gazette. Many terms which are not clearly defind in the old companies Act are provided with definitions in the present new Companies Act. Here is the list of new definitions in the Companies Act, 2013
New Definitions in the Companies Act, 2013.
Section
Definition
2(6)
Associate Company
“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;

2(7)
Auditing standard
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;
(143 (10) The Central Government may prescribe the standards of auditing or any addendum thereto, as recommended by the Institute of Chartered Accountants of India, constituted under section 3 of the Chartered Accountants Act, 1949, in consultation with and after examination of the recommendations made by the National Financial Reporting Authority: Provided that until any auditing standards are notified, any standard or standards of auditing specified by the Institute of Chartered Accountants of India shall be deemed to be the auditing standards.)
2(8)
Authorised Capital
authorised capital” or “nominal capital” means such capital as is authorized by the memorandum of a company to be the maximum amount of share capital of the company;
2(15)
Called up capital
“called-up capital” means such part of the capital, which has been called for payment;
2(16)
Charge
“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;
2(17)
Chartered Accountant
“chartered accountant” means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;
2(18)
Chief Executive Officer
“Chief Executive Officer” means an officer of a company, who has been designated as such by it;
2(19)
Chief Financial Officer
“Chief Financial Officer” means a person appointed as the Chief Financial Officer of a company;
2(23)
Company Liquidator
“Company Liquidator”, in so far as it relates to the winding up of a company, means a person appointed by—
(a) the Tribunal in case of winding up by the Tribunal; or
(b) the company or creditors in case of voluntary winding up, as a Company Liquidator from a panel of professionals maintained by the Central Government under sub-section (2) of section 275;

2(27)
Control
“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;
2(28)
Cost Accountant
“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;http://www.professionalreview.in/p/legal-terms.html
2(38)
Expert
“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;\
2(39)
Financial institution
“financial institution” includes a scheduled bank, and any other financial institution defined or notified under the Reserve Bank of India Act, 1934;
2(40)
Financial statement
“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;
2(44)
Global depository Receipt
“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;
2(47)
Independent Director
“independent director” means an independent director referred to in sub-section (5) of section 149; (Every company existing on or before the date of commencement of this Act shall, within one year from such commencement or from the date of notification of the rules in this regard as may be applicable)

2(48)
Indian Depository Receipt
“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;
2(50)
Issued Capital
“issued capital” means such capital as the company issues from time to time for subscription;
2(51)
Key Managerial Personnel
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;
2(58)
Notification
“notification” means a notification published in the Official Gazette and the expression “notify” shall be construed accordingly;
2(62)
One Person Company
“One Person Company” means a company which has only one person as a member;
2(63)
Ordinary or special Resolution
"ordinary or special resolution" means an ordinary resolution, or as the case may be, special resolution referred to in section 114;
2(64)
Paid up share capital
“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 paidup
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;
2(65)
Postal ballot
“postal ballot” means voting by post or through any electronic mode;
2(69)
Promoter
“promoter” means a person—
(a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92; or
(b) who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or
(c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act: Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional capacity;
2(74)
Register of Companies
“register of companies” means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act;
2(83)
Serious Fraud Investigation Office
“Serious Fraud Investigation Office” means the office referred to in section 211;
2(85)
Small Company
‘‘small company’’ means a company, other than a public company,—
(i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than five crore
rupees; or
(ii) turnover of which as per its last profit and loss account does not exceed two crore rupees or such higher amount as may be prescribed which shall
not be more than twenty crore rupees:
Provided that nothing in this clause shall apply to—
(A) a holding company or a subsidiary company;
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special Act;
2(86)
Subscribed capital
“subscribed capital” means such part of the capital which is for the time being subscribed by the members of a company;
2(90)
Tribunal
“Tribunal” means the National Company Law Tribunal constituted under section 408;
2(91)
Turn over
“turnover” means the aggregate value of the realisation of amount made from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year;
2(92)
Unlimited Company
“unlimited company” means a company not having any limit on the liability of its members;
2(93)
Voting right
“voting right” means the right of a member of a company to vote in any meeting of the company or by means of postal ballot;
2(94)
Whole time Director
“whole-time director” includes a director in the whole-time employment of the company;

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