CA Final Law Short Notes for November 2015

Selected Notified Defonitions Under The Companies Act, 2013
1 Abridged  Prospectus
> Memorandum
> Salient features of prospectus

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 < or Equal to 50 Lakh or Such higher but not> 5 Crore
> Turnover < or equal to 2 Crore or Such higher but not > 20 Crore
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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