The Companies Act, 1956

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THE COMPANIES ACT, 1956 ACT NO. 1 OF 1956

[18th January, 1956]

An Act to consolidate and amend the law relating to companies and certain other associations.

BE it enacted by Parliament in the Sixth Year of the Republic of India as follows---

1.

Short title, commencement and extent.

1.Short title, commencement and extent. (1) This Act may be called the Companies Act, 1956.

(2) It shall come into force on such date2* as the Central Government may, by notification in the Official Gazette, appoint.

3[(3) It extends to the whole of India:

4 * * * * *]

5[Provided 6* * * that it shall apply to the State of Nagaland subject to such modifications, if any, as the Central Government may, by notification in the Official Gazette, specify.]

2.

Definitions.

2.Definitions.In this Act, unless the context otherwise requires,-

(1) "alter" and "alteration" shall include the making of additions and omissions;

(2) "articles" means the articles of association of a company as originally framed or as altered from time to time in pursuance of any previous companies law or of this Act, including, so far as they apply to the company, the regulations contained, as the case may be, in Table B in the Schedule annexed to Act No. 19 of 1857 or in Table A in the First Schedule annexed to the Indian Companies Act, 1882, (6 of 1882.) or in Table A in the First

[See footnote 1 for this section]

Schedule annexed to the Indian Companies Act, 1913, or in Table A

in Schedule I annexed to this Act;

(3) "associate", in relation to a managing agent, means any of the following, and no others: -

(a)where the managing agent is an individual.

any partner or relative of such individual; any firm in which such individual, partner or relative is a partner;

any private company of which such individual or any such partner, relative or firm is the managing agent or secretaries and treasurers or a director or the manager ; and any body corporate at any general meeting of which not less than one-

third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, such individual, partner or par-

tners, relative or relatives, firm or firms; and private company or companies;

(b) where the managing agent is a firm:

any member of such firm;

any partner or relative of any such member; and any other firm in which any such member, par-

tner or relative is a partner;

any private company of which the firm first mentioned, or any such member, partner, relat-

ive or other firm is the manag-

ing agent, or secretaries and treasurers, or a director, or the manager; and any body corporate at any general meeting of which not less than one-third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the 51 following, namely, the firm firstmentioned, any such member or members, partner or part-

ners, relative or relatives, other firm or firms and priv-

ate company or companies;

(c) where the managing agent is a body corpo-

rate:

(i)any subsidiary or holding company of such body corporate; the managing agent or secretaries and treasurers, or a director, the manager or an officer of.

the body corporate or of any subsidiary or holding company thereof ; any partner or relative of any such director or manager; any firm in which such director, manager, partner or relative, is a partner;1 * * *

(ii)any other body corporate at any general meeting of which not less than one-third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the body corporate and the companies and other persons specified in paragraph (i)

above; and 2[(iii)any subsidiary of the other body corporate referred to in paragraph (ii) above:

Provided that where the body corporate is the manag-

ing agent of the other body corporate referred to in paragraph (ii) above, a subsidiary of such other body corporate shall not be an associate

[See footnote 2 for this section]

in relation to the managing agent aforesaid ; and]

(d) where the managing agent is a private company or a body corporate having not more than fifty members:

in addition to the persons men-

tioned in sub clause (c), any member of the private company or body corporate;

Explanation.-If one person is an associate in relation to another within the meaning of this clause, the latter shall also be deemed to be an associate in relation to the former within its meaning;

(4) " associate ", in relation to any secretaries and treasurers, means any of the following, and no others:-

(a) where the secretaries and treasurers are a firm:

any member of such firm ;

any partner or relative of any such member; and any other firm in which any such member, part-

ner or relative is a partner ;

any private company of which the firm first-mentioned, or any such member, partner, relat-

ive or other firm is the manag-

ing agent, or secretaries and treasurers, or a director, or the manager ; and any body corporate at any gene-

ral meeting of which not less than one-third of the total vot-

ing power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the firm first-mentioned, any such member or members, partner or partners, relative or relatives, other firm or firms, and private company or companies;

53 (b) where the secretaries and treasurers are a body corporate:

(i) any subsidiary or hold-

ing company of such body corpo-

rate; the managing agent or secretaries and treasurers, or a director, the manager or an officer of the body corporate or of any subsidiary or hold-

ing company thereof ; any part-

ner or relative of any such director or manager; any firm in which such director or manager, partner or relative, is a partner; 1 * * *

(ii) any other body corporate at any general meeting of which not less than one-third of the total voting power in regard to any matter may be exercised or controlled by any one or more of the following, namely, the body corporate and the com-

panies and other persons speci-

fied in paragraph (i) above; and 2 [ (iii) any subsidiary of the other body corporate refe-

rred to in paragraph (ii) above:

Provided that where the body corporate is the secretar-

ies and treasurers of the other body corporate referred to in paragraph (ii) above, a subsidiary of such other body corporate shall not be an associate in relation to the secretaries and treasurers aforesaid; and]

[See footnote 3 for this section]

(c) where the secretaries and treasurers are a private company or a body corporate having not more than fifty members:

in addition to the persons mentioned in sub-clause (b), any member of the private com-

pany or body corporate ;

Explanation.-If one person is an associate in relation to another within the meaning of this clause, the latter shall also be deemed to be an associate in relation to the former within its meaning;

(5) "banking company" has the same meaning as in the Banking Companies Act, 1949 (10 of 1949);

(6) "Board of directors " or " Board ", in relation to a company, means the Board of directors of the company;

(7) "body corporate " or " corporation' includes a company incorporated outside India but 1[does not include-

(a) a corporation sole ;

(b) a co-operative society registered under any law relating to co-operative societies ; and (c)any other body corporate (not being a company as defined in this Act) which the Central Government may, by notification in the Official Gazette, specify in this behalf ;]

(8) "book and paper " and " book or paper " include accounts,. deeds , 2 [vouchers,] writings, and documents;

3[(9) "branch office" in relation to a company means-

(a) any establishment described as a branch by the company ; or (b)any establishment carrying on either the same or substantially the same activity as that carried on by the head office of the company ; or (c)any establishment engaged in any production, processing or manufacture,

[See footnote 4 for this section]

but does not include any establishment specified in any order made by the Central Government under section 8;]

(10) "company" means a company as defined in section 3;

1[(10A) "Company Law Board" means the Board of Company Law Administration constituted under section 10E;]

2[(11)"the Court" means,-

(a)with respect to any matter relating to a company other than any offence against this Act), the Court having jurisdiction under this Act with respect to that matter relating to that company, as provided in section 10;

(b)with respect to any offence against this Act, the Court of a Magistrate of the First Class or, as the case may be, a Presidency Magistrate, having jurisdiction to try such offence;]

(12) "debenture" includes debenture stock, bonds and any other securities of a company, whether constituting a charge on the assets of the company or not;

(13) "director" includes any person occupying the position of director, by whatever name called;

(14) "District Court" means the principal Civil Court of original jurisdiction in a district, but does not include a High Court in the exercise of its ordinary original civil jurisdiction;

(15) "document" includes summons, notice, requisition, order, other legal process, and registers, whether issued, sent or kept in pursuance of this or any other Act or otherwise;

(16) "existing company" means an existing company as defined in section 3;

(17) "financial year" means, in relation to any body corporate, the period in respect of which any profit and loss account of the body corporate laid before it in annual general meeting is made up, whether that period is a year or not:

[See footnote 5 for this section]

Provided that, in relation to an insurance company,

"financial year" shall mean the calendar year referred to in sub-section (1) of section 11 of the Insurance Act, 1938 (4 of 1938);

(18) "Government company" means a Government company within the meaning of section 617;

1* * * * * *

(19) "holding company" means a holding company within the meaning of section 4;

2* * * * * *

(21) "insurance company" means a company...

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