Selected Notified Defonitions Under The Companies Act, 2013
1 Abridged Prospectus
> Memorandum
> Salient features of prospectus
> SEBI
2 Associate Company
> Significant Influence(20%)
> Includes Joint Venture Company
> 20% of total share capital
Total sh cap means i) Paid up sh capital and ii) Convertible Preference sh capital
> Shares held as fiduciary capacity –> Not counted
3 Body Corporate or Corporation
> Includes Company Incorporated out side India but does not include
i) Co-Operative society @ Cooperative Societies and
ii) Any Other body corporate (Not company @ this Act)–> CG may by nootification specify
4 Financial Statement
i) BS
ii) P & L
iii) Cash Flow Statement
iv) Statement of changes in equity
v) Any explanatory note annexed to
w.r.t OPC, Small Company and Dormant Company- Cash Flow Statement Not
5 Foreign Company
> Any company or Body Corporate Incorporated Outside India
i) Place of Business in India—> Itself or through an agent, Physically or through eloctronic mode and
ii) Conducts any business activity in India in any other manner
6 Free Regerves
> As per latest Audited BS of a company—> Are available for distribution as dividend
Following Are not counted
i) Unrealised gains
ii) Notional gains or Revaluation of assets
7 Key Managerial Personnel
i) CEO or the MD or The Manager
ii) The CS
iii) WTD
iv) CFO and
v) Such other officer as may be prescibed
8 Officer
> Director, Manager, Key Managerial Personnel or any person
9 Officer Who is in default
i) WTD
ii) Key Managerial Personnel
iii) If any specified director-that director, If no specified director—> All directors
iv) Any person who under immediate of board or any key managerial personnel
v) Person—-> Advise—-> Board
Professional capacity—-> Not
vi) Director—> Participates in proceedings
vii) Issue or Transfer of any shares
a) Share transfer agents
b) Registrars
c) Merchant Bankers
10 Private Company
> Min—> 100000 or More
i) Restricts transfer of shares
ii) Except OPC—> Others Maximum 200 Members
> Incase of Joint Holding—> Counted as one
> Employees and past Employees are not counted
iii) Prohibits Public invitation/Offer
11 Promoter
a) Prospectos or Annual Report
b) Control Over affiars of the company
c) Person controls—> BOD
> Professional Capacity—> Not treated as promoter
12 Public Company
a) Not a Pvt Company
b) Min 500000 Or More
c) Subsidiary of Public Company
13 Realted Party
i) Director or his Relative
ii) A Key Managerial Personnel or his relative
iii) A Firm—> Director, Manager or his relative—> Partner
iv) Pvt Company—> Director, Manager or his RELATIVE—> Director
v) Public Company—> Holding> 2% of shares along with family
vi) Any Body Corporate—> Controlled by one of Director
vii) Any person—> Controlled by one of Director
viii) Any Company
A) HC, SC or Associate
B) Subsidiary of HC
ix) Such other person as may be prescribed
14 Small Company
> Other than Public Company
> Sha capital 5 Crore
> Turnover 20 Crore
Exception
Not applicable to
a) HC or SC
b) A Company U/S 8
c) A Company or Body Corporate governed by any special Act
15 SC or Subsidiary
i) Controls Composition of the BOD
ii) Controls > 1/2 Sha capital
a) A is SC of B, A controls C, C also SC of B
b) Control BOD- At it’s Discretion can appoint or remove all or majority of the directors
c) Company includes any body Corporate
> Shares held as fiduciary capacity—> Not counted
> Sha capital means
i) Paid up equ sha capital and
ii) Convertible Pre sha capital
16 Employee Staock Option
> Option given—> Director, Officer or Employees of Same or HC or SC —-> Right to Purchase or subscribe shares @ a future date @ predetermined price
17 Sweat Equity Shares
> Equity Shares—> Directors or Emolyees—-> @ discount or for Consideration other than cash——> For Providing Know-How or making available rights in the nature of intellectual property rights or Value additions, By whatever name called
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1 Abridged Prospectus
> Memorandum
> Salient features of prospectus
> SEBI
2 Associate Company
> Significant Influence(20%)
> Includes Joint Venture Company
> 20% of total share capital
Total sh cap means i) Paid up sh capital and ii) Convertible Preference sh capital
> Shares held as fiduciary capacity –> Not counted
3 Body Corporate or Corporation
> Includes Company Incorporated out side India but does not include
i) Co-Operative society @ Cooperative Societies and
ii) Any Other body corporate (Not company @ this Act)–> CG may by nootification specify
4 Financial Statement
i) BS
ii) P & L
iii) Cash Flow Statement
iv) Statement of changes in equity
v) Any explanatory note annexed to
w.r.t OPC, Small Company and Dormant Company- Cash Flow Statement Not
5 Foreign Company
> Any company or Body Corporate Incorporated Outside India
i) Place of Business in India—> Itself or through an agent, Physically or through eloctronic mode and
ii) Conducts any business activity in India in any other manner
6 Free Regerves
> As per latest Audited BS of a company—> Are available for distribution as dividend
Following Are not counted
i) Unrealised gains
ii) Notional gains or Revaluation of assets
7 Key Managerial Personnel
i) CEO or the MD or The Manager
ii) The CS
iii) WTD
iv) CFO and
v) Such other officer as may be prescibed
8 Officer
> Director, Manager, Key Managerial Personnel or any person
9 Officer Who is in default
i) WTD
ii) Key Managerial Personnel
iii) If any specified director-that director, If no specified director—> All directors
iv) Any person who under immediate of board or any key managerial personnel
v) Person—-> Advise—-> Board
Professional capacity—-> Not
vi) Director—> Participates in proceedings
vii) Issue or Transfer of any shares
a) Share transfer agents
b) Registrars
c) Merchant Bankers
10 Private Company
> Min—> 100000 or More
i) Restricts transfer of shares
ii) Except OPC—> Others Maximum 200 Members
> Incase of Joint Holding—> Counted as one
> Employees and past Employees are not counted
iii) Prohibits Public invitation/Offer
11 Promoter
a) Prospectos or Annual Report
b) Control Over affiars of the company
c) Person controls—> BOD
> Professional Capacity—> Not treated as promoter
12 Public Company
a) Not a Pvt Company
b) Min 500000 Or More
c) Subsidiary of Public Company
13 Realted Party
i) Director or his Relative
ii) A Key Managerial Personnel or his relative
iii) A Firm—> Director, Manager or his relative—> Partner
iv) Pvt Company—> Director, Manager or his RELATIVE—> Director
v) Public Company—> Holding> 2% of shares along with family
vi) Any Body Corporate—> Controlled by one of Director
vii) Any person—> Controlled by one of Director
viii) Any Company
A) HC, SC or Associate
B) Subsidiary of HC
ix) Such other person as may be prescribed
14 Small Company
> Other than Public Company
> Sha capital 5 Crore
> Turnover 20 Crore
Exception
Not applicable to
a) HC or SC
b) A Company U/S 8
c) A Company or Body Corporate governed by any special Act
15 SC or Subsidiary
i) Controls Composition of the BOD
ii) Controls > 1/2 Sha capital
a) A is SC of B, A controls C, C also SC of B
b) Control BOD- At it’s Discretion can appoint or remove all or majority of the directors
c) Company includes any body Corporate
> Shares held as fiduciary capacity—> Not counted
> Sha capital means
i) Paid up equ sha capital and
ii) Convertible Pre sha capital
16 Employee Staock Option
> Option given—> Director, Officer or Employees of Same or HC or SC —-> Right to Purchase or subscribe shares @ a future date @ predetermined price
17 Sweat Equity Shares
> Equity Shares—> Directors or Emolyees—-> @ discount or for Consideration other than cash——> For Providing Know-How or making available rights in the nature of intellectual property rights or Value additions, By whatever name called
FOR MORE DOWNLOADS CLICK BELOW LINK
CLICK HERE to DOWNLOAD CA Final Law Short Notes for November 2015 in EXCEL