Companies Bill, 2009

 
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[Bill No. 58 of 2009]

A

BILL

to consolidate and amend the law relating to companies.

BE it enacted by Parliament in the Fifty-ninth Year of the Republic of India as follows:--

CHAPTER I

PRELIMINARY

Short title, extent, commencement and application.

1. (1) This Act may be called the Companies Act, 2009.

(2) It extends to the whole of India.

(3) This section shall come into force at once and the remaining provisions of this Act shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint and different dates may be appointed for different provisions and for different States, and any reference in any provision of this Act to the commencement of this Act shall be construed as a reference to the commencement of that provision.

(4) The provisions of this Act shall apply to--

(a) companies incorporated under this Act or under any previous company law; and

(b) any company or body corporate governed by any special Act, in the absence of any corresponding provisions therein.

Definitions.

2. (1) In this Act, unless the context otherwise requires,--

(a) "abridged prospectus" means a memorandum containing such salient features of a prospectus as may be prescribed;

(b) "accounting standards" means such accounting standards as the Central Government may notify under section 119, in consultation with the National Advisory Committee on Accounting and Auditing Standards constituted under section 118;

(c) "alter" or "alteration" includes the making of additions, omissions and substitutions;

(d) "Appellate Tribunal" means the National Company Law Appellate Tribunal constituted under section 371;

(e) "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;

(f) "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 or of any other company.

Explanation.-- For the purposes of this clause, "significant influence" means control of at the least twenty-six per cent. of total voting power, or of business decisions under an agreement;

(g) "auditing standards" means such auditing standards as the Central Government may notify under sub-section (10) of section 126, in consultation with the National Advisory Committee on Accounting and Auditing Standards constituted under section 118;

(h) "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;

(i) "banking company" means a banking company as defined in clause (c) of section 5 of the Banking Regulation Act, 1949;

(j) "Board of Directors" or "Board", in relation to a company, means the collective body of the directors of the company;

(k) "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;

(l) "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;

(m) "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) in the case of a company which belongs to any class of companies specified under section 131, such items of cost as may be prescribed under that section;

(n) "branch office", in relation to a company, means any establishment described as such by the company;

(o) "called-up capital" means such part of the subscribed capital, which has been called for payment;

(p) "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;

(q) "chartered accountant" means a chartered accountant as defined in clause of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 and who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;

(r) "Chief Executive Officer" means an officer of a company, who has been designated as such by it;

(s) "Chief Financial Officer" means a person appointed as the Chief Financial Officer of a company;

(t) "company" means a company incorporated under this Act or under any previous company law;

(u) "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;

(v) "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;

(w) "Company Liquidator", in so far as it relates to the winding up of a company, means a person appointed by the Tribunal, company or creditors, as the case may be, as a Company Liquidator from a panel of professionals maintained by the Central Government under sub-section (2) of section 250;

(x) "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 and who is appointed by a company to perform the functions of a Company Secretary under this Act;

(y) "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;

(z) "contributory" means a person liable to contribute towards the payment of a company''s debts in the event of its being wound up;

(za) "controlling interest" means the largest voting power a member may exercise in a general meeting of a company, whether directly or indirectly, and either alone or in association with his relatives, bodies corporate or firms controlled by such person or his relatives;

(zb) "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 and who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;

(zc) " 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 396;

(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;

(zd) "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;

(ze) "deemed director" means a person under whose advice, instructions or directions, the Board of Directors is accustomed to act, but does not include a person who has been engaged by the company to advise it in a professional capacity;

(zf) "deposit" means a deposit accepted by a company under section 66 and includes a deposit existing on the commencement of this Act;

(zg) "depository" means a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996; 22 of 1996.

(zh) "derivative" means the derivative as defined in clause (aa) of section 2 of the Securities Contracts (Regulation) Act, 1956; 42 of 1956.

(zi) "director" means a director appointed to the Board of a company, and

includes a deemed director;

(zj) "Director-General" means the Director-General of Registration appointed under sub-section (2) of section 358;

(zk) "dividend" includes any interim dividend;

(zl) "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;

(zm) "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 subscribe for, the shares of the company at a future date at a pre-determined price;

(zn) "expert" includes an engineer, a valuer, a Chartered Accountant, a Company Secretary, a Cost and Works 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;

(zo) "financial institution" includes a scheduled bank;

(zp) "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...

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