Companies (Specification of Definitions Details)
Rules, 2014][1] [31st March,
2014] In exercise of
the powers conferred under sub-clause (ix)
of clause (76), sub-clause (iii)
of clause (77) of Section 2, read with sub-sections (1) and (2) of Section 469
of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes
the following rules, namely (1) These rules may
be called the Companies (Specification
of Definitions Details) Rules, 2014. (2) They shall come
into force on the 1st day of April, 2014. (1) In these rules,
unless the context otherwise requires, (a) “Act” means the
Companies Act, 2013 (18 of 2013); (b) “Certifying
Authority” for the purpose of Digital Signature Certificate means a person who
has been granted a licence to issue a Digital Signature Certificate under
Section 24 of the Information Technology Act, 2000 (21 of 2000) and the
Certified Filing Center (CFC) under the Act; (c) “digital
signature” means the digital signature as defined under clause (p) of sub-section (1) of Section 2 of
the Information Technology Act, 2000 (21 of 2000); (d) “Digital
Signature Certificate” means a Digital Signature Certificate as defined under
clause (q) of sub-section (1)
of Section 2 of the Information Technology Act, 2000 (21 of 2000); (e) “Director
Identification Number” (DIN) means an identification number allotted by the
Central Government to any individual, intending to be appointed as director or
to any existing director of a company, for the purpose of his identification as
a director of a company; Provided that
the Director Identification Number (DIN) obtained by the individuals prior to
the notification of these rules shall be the DIN for the purpose of the
Companies Act, 2013: Provided
further that “Director Identification Number” (DIN) includes the Designated
Partnership Identification Number (DPIN) issued under Section 7 of the Limited
Liability Partnership Act, 2008 (6 of 2009) and the rules made thereunder; (f) “e-Form” means
a form in the electronic form as prescribed under the Act or the rules made
thereunder and notified by the Central Government under the Act; (g) “electronic
Mail” means the message sent, received or forwarded in digital form using any
electronic communication mechanism that the message so sent, received or
forwarded is storable and retrievable; (h) “electronic
mode”, for the purposes of clause (42) of Section 2 of the Act, means carrying
out electronically based, whether main server is installed in India or not,
including, but not limited to
(i)
business to business and business to consumer transactions, data
interchange and other digital supply transactions;
(ii)
offering to accept deposits or inviting deposits or accepting
deposits or subscriptions in securities, in India or from citizens of India;
(iii)
financial settlements, web based marketing, advisory and
transactional services, database services and products, supply chain
management;
(iv)
online services such as telemarketing, telecommuting,
telemedicine, education and information research; and
(v)
all related data communication services, whether conducted by
e-mail, mobile devices, social media, cloud computing, document management,
voice or data transmission or otherwise; [2][Explanation. For the purposes of this
clause, electronic based offering of securities, subscription thereof or
listing of securities in the International Financial Services Centres set up
under Section 18 of the Special Economic Zones Act, 2005 (28 of 2005) shall not
be construed as ‘electronic mode’ for the purpose of clause (42) of Section 2
of the Act.] (i) “electronic
record” means the electronic record as defined under clause (t) of sub-section (1) of Section 2 of
the Information Technology Act, 2000; (j) “electronic Registry”
means an electronic repository or storage system of the Central Government in
which the information or documents are received, stored, protected and
preserved in electronic form; (k) “Executive
Director” means a whole time director as defined in clause (94) of Section 2 of
the Act; (l) “Fees” means
the fees as specified in the Companies (Registration Offices and Fees) Rules,
2014; (m) “Form” means a
form set forth in the Act or the rules made thereunder which shall be used for
the matter to which it relates; (n) “Pre-fill”
means the automated process of data input by the computer system from the
database maintained in electronic registry of the Central Government; (o) “Registrar's
Front Office” means an office maintained by the Central Government or an agency
authorised by it to facilitate e-filing of documents into the electronic
registry and their inspection and viewing; (p) “Regional
Director” means the person appointed by the Central Government in the Ministry
of Corporate Affairs as a Regional Director; (q) “section” means
the section of the Act; (r) [3][* * *] (s) For the
purposes of clause (d) of
sub-section (1) of Section 164 and clause (f) of sub-section (1) of Section 167 of the Act, “or otherwise”
means any offence in respect of which he has been convicted by a court under
this Act or the Companies Act, 1956; [4][(t) For the purposes of sub-clause (i) and sub-clause (ii) of clause (85) of Section 2 of
the Act, paid up capital and turnover of the small company shall not exceed
rupees four crore and rupees forty crore respectively.] (2) The words and
expressions used in these rules but not defined and defined in the Act or in (i) the Securities Contracts
(Regulation) Act, 1956 (42 of 1956) or (ii)
the Securities and Exchange Board of India Act, 1992 (15 of 1992) or (iii) the Depositories Act, 1996 (22
of 1996) or (iv) the
Information Technology Act, 2000 (21 of 2000) or rules and regulations made
thereunder shall have the meanings respectively assigned to them under the Act
or those Acts. For the
purposes of the proviso to clause (52) of Section 2 of the Act, the following
classes of companies shall not be considered as listed companies, namely (a) Public
companies which have not listed their equity shares on a recognized stock
exchange but have listed their (i) non-convertible
debt securities issued on private placement basis in terms of SEBI (Issue and
Listing of Debt Securities) Regulations, 2008; or (ii) non-convertible
redeemable preference shares issued on private placement basis in terms of SEBI
(Issue and Listing of Non-Convertible Redeemable Preference Shares)
Regulations, 2013; or (iii) both categories
of (i) and (ii) above. (b) Private
companies which have listed their non-convertible debt securities on private
placement basis on a recognized stock exchange in terms of SEBI (Issue and
Listing of Debt Securities) Regulations, 2008; (c) Public
companies which have not listed their equity shares on a recognized stock
exchange but whose equity shares are listed on a stock exchange in a
jurisdiction as specified in sub-section (3) of Section 23 of the Act.][5] For the
purposes of sub-clause (ix) of
Clause 76 of Section 2 of the Act, a Director [6][other
than an independent Director] or key managerial personnel of the holding
company or his relative with reference to a company, shall be deemed to be a
related party. A person shall
be deemed to be the relative of another, if he or she is related to another in
the following manner, namely (1) Father: Provided that
the term “Father” includes step-father. (2) Mother: Provided that
the term “Mother” includes the step-mother. (3) Son: Provided that
the term “Son” includes the step-son. (4) Son's wife. (5) Daughter. (6) Daughter's
husband. (7) Brother: Provided that
the term “Brother” includes the step-brother; (8) Sister: Provided that
the term “Sister” includes the step-sister. [1] Ministry of Corporate Affairs, Noti. No. G.S.R. 238(E),
dated March 31, 2014, published in the Gazette of India, Extra., Part II,
Section 3(i), dated 31st March, 2014, pp. 3-5, No. 170 [2] Ins. by G.S.R. 539(E), dated 5-8-2021 (w.e.f.
5-8-2021). [3] Omitted by G.S.R. 433(E), dated 7-5-2018 (w.e.f.
7-5-2018). Prior to omission it read as: “(r)
“Total Share Capital”, for the purposes of clause (6) and clause (87) of
Section 2, means the aggregate of the (a)
paid-up equity share capital; and (b) convertible preference share
capital;” [4] Subs. by G.S.R. 700(E), dated 15-9-2022 (w.e.f.
15-9-2022). Prior to substitution it read as: “(t) For the purposes of sub-clause
(i) and sub-clause (ii) of clause (85) of Section 2 of the Act, paid up capital
and turnover of the small company shall not exceed rupees two crores and rupees
twenty crores respectively.” [5] Ins. by G.S.R. 123(E), dated 19-2-2021 (w.e.f.
1-4-2021). [6] Ins. by G.S.R. 507(E), dated 17-7-2014 (w.e.f.
18-7-2014).Companies
(Specification of Definitions Details) Rules, 2014