TaxTMI 
TaxTMI 
Definitions.
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....sidiary 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- &nbs....
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....; (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 sub-section (2) of section 275; (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 (56 of 1980.) who is appointed by a company t....
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....istrate 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, declarat....
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.... 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; (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- &nbs....
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.... (ii) the company secretary; (iii) the Chief Financial Officer if the Board of Directors appoints him; and (iv) 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 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 dir....
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....t", 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) an....
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....913). (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; &n....
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....g 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; (71) "public company" means a company which- (a) is not a private company; (b) has a minimum paid-up share capital of five lakh rupees or such higher paid-up capital, as may be prescribed: 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 ; (72) "public financial institution" means- (i) the Life Insurance Corporation of India, established under section 3 of the Life Insurance Corporation Act, 1956; (31 of 1956). (ii) the Infrastructure Development Finance Company Limit....
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....a public company in which a director or manager is a director or holds along with his relatives, more than two per cent. of its paid up share capital; (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; &n....
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....nbsp; (B) a company registered under section 8; or (C) a company or body corporate governed by any special Act; (86) "subscribed capital" means such part of the capital which is for the time being subscribed by the members of a company; (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,-  ....