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The Companies Act, 2013

Chapter I - Preliminary (1-2)

Section 2- Definitions

[Most of the definitions clauses made effective from 12-09-2013;  few clauses made effective from 01-04-2014]

Section 2- Definitions [Corresponds to Section 2,2A, 3,4,4A,5,6,7,8,9,10 of the Companies Act, 1956][Relevant rules: 2,3,4 of Companies (Specification of definitions details) Rules, 2014]

1) In this Act, unless the context otherwise requires,

(1) “abridged prospectusmeans a memorandum containing such salient features of a prospectus as may be specified by the Securities and Exchange Board by making regulation in this behalf; [Effective from:12-09-2013].

(2) “accounting standardsmeans the standards of accounting or any addendum thereto for companies or class of companies referred to in section 133;  [Effective from: 01-04-2014]

(3) alter” or “alteration” includes the making of additions, omissions and substitutions; [Effective from: 12-09-2013].

(4) Appellate Tribunal” means the National Company Law Appellate Tribunal constituted under section 410;[Effective from: 12-09-2013]

(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; [Effective from:12-09-2013]

(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.[Effective from: 12-09-2013].

      ExplanationFor 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[Effective from: 01-04-2014]

(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;[Effective from:12-09-2013]

(9) “banking company” means a banking company as defined in clause (c) of section 5 of the Banking Regulation Act, 1949;[Effective from: 12-09-2013]

(10) “Board of Directors” or “Board”, in relation to a company, means the collective body of the directors of the company;[Effective from: 12-09-2013]

(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; [Effective from: 12-09-2013]

(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; [Effective from: 12-09-2013]

(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; [Effective from: 12-09-2013]

(14)  “branch office”, in relation to a company, means any establishment described as such by the company; [Effective from: 12-09-2013]

(15)  “called-up capital” means such part of the capital, which has been called for payment; [Effective from: 12-09-2013]

(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;[Effective from: 12-09-2013]

(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 who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;[Effective from: 12-09-2013]

(18)  “Chief Executive Officer” means an officer of a company, who has been designated as such by it;[Effective from: 12-09-2013]

(19)  “Chief Financial Officer” means a person appointed as the Chief Financial Officer of a company; [Effective from: 12-09-2013]

(20)  “company” means a company incorporated under this Act or under any previous company law; [Effective from: 12-09-2013]

(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; [Effective from: 12-09-2013]

(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; [Effective from:12-09-2013]

1[(23)  “Company Liquidator” means a person appointed by the Tribunal as the Company Liquidator in accordance with the provisions of section 275 for the winding up of a company under this Act;  


[clause 23 substituted w.e.f.15.11.2016 vide Notification dated 28.05.2016 (Insolvency and Bankruptcy Code, 2016) read with MCA Notification S.O.3453(E) dated 15.11.2016 ]; [clause 23 brought into effect from 15.12.2016 vide S.O. 3676 (E) dated 07.12.2016] ]


(24)   “company secretary” or “secretary” means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 who is appointed by a company to perform the functions of a company secretary under this Act; [Effective from: 12-09-2013]; [Section 2(24) shall not apply to Section 8 company- Notification F. No. 1 /2/2014-CL.I dated 05.06.2015]

(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; [Effective from: 12-09-2013]

(26)  “contributory” means a person liable to contribute towards the assets of the company in the event of its being wound up. [Effective from: 12-09-2013]

Explanation.—For the purposes of this clause, it is hereby clarified that a person holding fully paid-up 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; [Effective from: 12-09-2013]

(28)  “cost accountant” means a cost accountant as defined in clause (b) of sub- section (1) of section 2 of the Cost and Works Accountants Act, 1959; [Effective from: 12-09-2013]

(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;

(iv)    the Special Court established under section 435; [Effective from: 18.05.2016]

(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; [Effective from: 12-09-2013]

(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; [Effective from: 12-09-2013]

(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; [Effective from: 01-04-2014]

(32)  "depository” means a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996; [Effective from: 12-09-2013]

(33)   “derivative” means the derivative as defined in clause (ac) of section 2 of the Securities Contracts (Regulation) Act, 1956; [Effective from: 12-09-2013]

(34)   “director” means a director appointed to the Board of a company; [Effective from:12-09-2013]

 (35)  “dividend” includes any interim dividend; [Effective from:12-09-2013]

(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;[Effective from: 12-09-2013]

(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;[Effective from:12-09-2013]

(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;[Effective from: 12-09-2013]

(39)  “financial institution” includes a scheduled bank, and any other financial institution defined or notified under the Reserve Bank of India Act, 1934;[Effective from: 12-09-2013]

(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;[Effective from:12-09-2013]

(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:

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;  [Effective from: 01-04-2014]

Provided also that in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required  [provisio inserted vide Notification G.S.R. 08(E) dated 04.01.2017]

(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.[Effective from: 01-04-2014]

(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;[Effective from: 12-09-2013]

(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;[Effective from: 12-09-2013]

(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;[Effective from: 12-09-2013]

(46)  “holding company”, in relation to one or more other companies, means a company of which such companies are subsidiary companies;[Effective from: 12-09-2013]

(47)  “independent director” means an independent director referred to in sub-section (5) of section 149; [Effective from: 01-04-2014]

(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; [Effective from: 01-04-2014]

(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;[Effective from: 12-09-2013]

(50)  “issued capital” means such capital as the company issues from time to time for subscription;[Effective from: 12-09-2013]

(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;[Effective from: 12-09-2013]

(52)  “listed company” means a company which has any of its securities listed on any recognised stock exchange;[Effective from: 12-09-2013]

(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 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;[Effective from: 12-09-2013]

(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;[Effective from: 12-09-2013]

(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;[Effective from: 12-09-2013]

(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;[Effective from: 12-09-2013]

(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;[Effective from: 12-09-2013]

(58)   “notification” means a notification published in the Official Gazette and the expression “notify” shall be construed accordingly;[Effective from: 12-09-2013]

(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;[Effective from: 12-09-2013]

(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;

(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; [Effective from: 12-09-2013]

(61)  “Official Liquidator” means an Official Liquidator appointed under sub-section (1) of section 359;[Effective from: 12-09-2013]

(62)  “One Person Company” means a company which has only one person as a member;[Effective from: 01-04-2014]

(63) "ordinary or special resolution" means an ordinary resolution, or as the case may be, special resolution referred to in section 114;[Effective from: 12-09-2013]

(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;[Effective from: 12-09-2013]

(65)   “postal ballot” means voting by post or through any electronic mode;[Effective from: 12-09-2013]

(66)   “prescribed” means prescribed by rules made under this Act;[Effective from: 12-09-2013]

(67)  “previous company law” means any of the laws specified below:— [Effective from: 12-09-2013 except clause (ix)]

(i)     Acts relating to companies in force before  the Indian Companies Act, 1866;

(ii)    the Indian Companies Act, 1866;

(iii)    the Indian Companies Act, 1882;

(iv)   the Indian Companies Act, 1913;

(v)    the Registration of Transferred Companies Ordinance, 1942;

(vi)    the Companies Act, 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; or

(B)   persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased;

(viii)  the Portuguese Commercial Code, in so far as it relates to sociedades anonimas; and

(ix)   the Registration of Companies (Sikkim) Act, 1961; [Yet to be notified]

(68) private company” means a company having a minimum paid-up share capital [....]as may be prescribed, and which by its articles,-[Omitted byThe Companies (Amendment) Act, 2015 dated 26.05.2015 w.e.f. 29.05.2015-'of one lakh rupees or such higher paid-up share capital'][The requirement of having minimum paid-up share capital shall not apply to Section 8 company-Notification F.No.1 /2/2014-CL.I dated 05.06.2015].

(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:

Provided further that—

(A)  persons who are in the employment of the company; and

(B)  persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased,

shall not be included in the number of members; and

(iii)  prohibits any invitation to the public to subscribe for any securities of the company; [Effective from: 12-09-2013]

(69)  “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; [Effective from: 12-09-2013]

(70)  “prospectus” means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate; [Effective from: 12-09-2013]

(71)  “public company” means a company which—

(a)  is not a private company;

(b)  has a minimum paid-up share capital [.....] as may be prescribed:[the words"of five lakh rupees or such higher paid-up capital"omitted by The Companies (Amendment) Act, 2015 dated 26.05.2015 w.e.f. 29.05.2015],[The requirement of having minimum paid-up share capital shall not apply to Section 8 company-Notification F.No.1 /2/2014-CL.I dated 05.06.2015.

Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles ; [Effective from: 12-09-2013]

(72)   “public financial institution” means—

(i)   the Life Insurance Corporation of India, established under section 3 of the Life Insurance Corporation Act, 1956;

(ii)   the Infrastructure Development Finance Company Limited, referred to in clause (vi) of sub-section (1) of section 4A of the Companies Act, 1956 so repealed under section 465 of this Act;

(iii)  specified company referred to in the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002;

(iv)  institutions notified by the Central Government under sub-section (2) of section 4A of the Companies Act, 1956 so repealed under section 465 of this Act;

(v)   such other institution as may be notified by the Central Government in consultation with the Reserve Bank of India:

Provided that no institution shall be so notified unless—

(A)  it has been established or constituted by or under any Central or State Act; or

(B)  not less than fifty-one per cent. of the paid-up share capital is held or controlled 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;[Effective from: 12-09-2013]

(73)  “recognised  stock exchange” means a recognised stock exchange as defined in clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956;[Effective from: 12-09-2013]

(74)  “register of companies” means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act;[Effective from: 12-09-2013]

(75)  “Registrar” means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act;[Effective from: 12-09-2013] 

(76)  “related party”, with reference to a company, means—

(i)    a director or his relative;

(ii)   a key managerial personnel or his relative;

(iii)   a firm, in which a director, manager or his relative is a partner;

(iv)   a private company in which a director or manager [or his relative] is a member or director;[inserted 'or his relative' vide s.o. 1894 (E) dated 24.07.2014]

(v)   a public company in which a director or manager is a director [and holds] along with his relatives, more than two per cent. of its paid-up share capital;[substitued for word 'or holds' vide Removal of Difficulties Fifth Order S.O.1820(E) dated 09.07.2014]

(vi)   any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;

(vii)   any person on whose advice, directions or instructions a director or manager is accustomed to act:

Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity;

(viii)   any company which is—

(A)   a holding, subsidiary or an associate company of such company; or

(B)  a subsidiary of a holding company to which it is also a subsidiary;  


[Section 2(76) (viii) shall not apply with respect to Section 188;  to a private company - Notification F No 1/ 1/2014- CL.V dated 05.06.2015]

[Section 2(76) (viii) shall not apply with respect to Section 188 for the unlisted public company which is licensed to operate by the Reserve Bank of India or the Securities and Exchange Board of India or the Insurance Regulatory and Development Authority of India from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 (28 of 2005) read with the Special Economic Zones Rules, 2006 - Notification G.S.R. 08(E) dated 04.01.2017 


(ix)  such other person as may be prescribed -  [Rule 3] ;[Effective from: 12-09-2013]

(77)  ‘‘relative’’, with reference to any person, means any one who is related to another, if—

(i)    they are members of a Hindu Undivided Family;

(ii)   they are husband and wife; or

(iii)  one person is related to the other in such manner as may be prescribed -  [Rule 4] ;[Effective from:12-09-2013]

(78)  “remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;[Effective from:12-09-2013]

(79)  “Schedule” means a Schedule annexed to this Act;[Effective from:12-09-2013]

(80)   "scheduled bank” means the scheduled bank as defined in clause (e) of section 2 of the Reserve Bank of India Act, 1934;[Effective from:12-09-2013]

(81)   “securities” means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956;[Effective from:12-09-2013]

(82)  “Securities and Exchange Board” means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992;[Effective from:12-09-2013]

(83)  “Serious Fraud Investigation Office” means the office referred to in section 211;[Effective from:01-04-2014]

(84)  “share” means a share in the share capital of a company and includes stock;[Effective from:12-09-2013]

(85) "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; [and]   [word 'or' substitued with 'and' vide Removal of Difficulties Order S.O.504 (E) dated 13.02.2015]

(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;[Effective from:01-04-2014]

(86)  “subscribed capital” means such part of the capital which is for the time being subscribed by the members of a company;[Effective from:12-09-2013]

(87)  “subsidiary company” or “subsidiary”, in relation to any other company (that is to say the holding company), means a company in which the holding company—

(i)   controls the composition of the Board of Directors; or

(ii)   exercises or controls more than one-half of the total share capital either at its own or together with one or more of its subsidiary companies:

Provided that such class or classes of holding companies as may be prescribed shall not have layers of subsidiaries beyond such numbers as may be prescribed.

Explanation.—For the purposes of this clause,—

(a)   a company shall be deemed to be a subsidiary company of the holding company even if the control referred to in sub-clause (i) or sub-clause (ii) is of another subsidiary company of the holding company;

(b)   the composition of a company’s Board of Directors shall be deemed to be controlled by another company if that other company by exercise of some power exercisable by it at its discretion can appoint or remove all or a majority of the directors;

(c)   the expression “company” includes any body corporate;

(d)  “layer” in relation to a holding company means its subsidiary or subsidiaries;[Effective from:12-09-2013], [clause (d) Effective from:01-04-2014]

(88)  “sweat equity shares” means such equity shares as are issued by a company to its directors or employees at a discount or for consideration, other than cash, for providing their know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;[Effective from:12-09-2013]

(89)  “total voting power”, in relation to any matter, means the total number of votes which may be cast in regard to that matter on a poll at a meeting of a company

if all the members thereof or their proxies having a right to vote on that matter are present at the meeting and cast their votes;[Effective from:12-09-2013]

(90)  “Tribunal” means the National Company Law Tribunal constituted under section 408;[Effective from:12-09-2013]

(91)  “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;[Effective from: 12-09-2013]

(92)   “unlimited company” means a company not having any limit on the liability of its members;[Effective from:12-09-2013]

(93)  “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;[Effective from:12-09-2013]

(94)   “whole-time director” includes a director in the whole-time employment of the company;[Effective from:12-09-2013]

(94A) "winding up" means winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016, as applicable [ inserted w.e.f 15.11.2016 vide