2. Definitions. -In this Act, unless the context otherwise requires, -
(1)“abridged prospectus ” means a memo randum 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 cla ss 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 o ther
company has a significant influence, but which is not a subsidiary company of the company having such
influence and includes a joint venture company.
1[Explanation .-For the purpose of this clause, - (a)the expression “significant influence ” means con trol of at least twenty per cent. of total voting
power, or control of or participation in business decisions under an agreement; (b)the expression “joint venture ” means a joint arrangement whereby the parties that have joint
control of the arrangement h ave rights to the net assets of the arrangement;] (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 capi tal” 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 -operativ e 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 - (62)“One Person Company ” means a company which has only one person as a member; (63)“ordinary or special resol ution ” 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 recei ved 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 v oting 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 Co mpanies 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 ext ension 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 f inancial 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 rig ht 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 tre ated as a single member: (74)“register of companies ” means the register of companies maintained by the Registrar on paper
or in any electronic mode under this Act; (75)“Registrar ” means a Registrar, an Additional Registrar, a Joint Registrar, a Dep uty Registrar or
an Assistant Registrar, having the duty of registering companies and discharging various functions under
this Act; (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 1[or his relative] is a member or director; (v)a public company in which a director or manager is a director 2[and 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 dire ctor 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 capa city;
3[(viii) any body corporate which is - (A)a holding, subsidiary or an associate company of such company; (B)a subsidiary of a holding company to which it is also a subsidiary; or (C)an investing company or the venturer of the company.
Explanation. -For the purpose of this clause, “the investing company or the venturer of a
company ” means a body corporate whose investment in the company would result in the company
becoming an associate company of the body corporate ]; (ix)such other person as may be p rescribed; (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 pr escribed; (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 (43 of 1961); (79)“Schedule ” means a Schedule annexed to this Act ;