Preamble Act No.1 of 1956 [18th January, 1956] An Act to consolidate and amend the law relating to companies and certain other associations. Comment: This is the basic law which governs the creation, continuation, the winding up of companies and also the relationships between the shareholders, the company, the public and the government. Coupled with other statutes dealing with corporate entities, this is an extremely important piece of legislation. Be it enacted by Parliament in the Sixth Year of the Republic of India as follows :— Part I Preliminary Part I Preliminary 1. Short title, commencement and extent.— (1) This Act may be called the Companies Act, 1956. (2) It shall come into force on such date {1st April, 1956.See Gazette of India, Extraordinary, 1956, Part II, Section 3, p.413.} as the Central Government may, by notification in the Official Gazette, appoint. (3) It extends to the whole of India except the State of Jammu and Kashmir. 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 Schedule annexed to the Indian Companies Act, 1913 (7 of 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 partners, 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, partner or relative is a partner; any private company of which the firm first mentioned, or any such member, partner, relative or other 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, the firm first mentioned, any such member or members, partner or partners, relative or relatives, other firm or firms and private company or companies; (c) where the managing agent is a body corporate; (i) any subsidiary or holding company of such body corporate; the managing agent or secretaries and treasurers, or a director , the manger 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 form in which such director, manager, partner or relative, is a partner; and (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 (d) where the managing agent is a private company or a body corporate having not more than fifty members; in addition to the persons mentioned 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, partner, or relative is a partner; any private company of which the firm first-mentioned, or any such member, partner, relative or other 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, the firm first-mentioned, any such member or members, partner or partners, relative or relatives, other firm or firms, and private company or companies; (b) where the secretaries and treasurers are a body corporate; (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 form in which such director or manger, partner, relative, is a partner; and (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 (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 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; (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, mans the Board of directors of the company; (7) "body corporate" or "corporation" includes a company incorporated outside India but does not include a corporation sole; (8) "book and paper" and "book or paper" include accounts, deeds, writings, and documents; (9) "branch office" means any establishment described as a branch by the company, not being an establishment specified in an order passed by the Central Government in pursuance of section 8; (10) "company" means a company as defined in section 3; (11) "the Court" means, with respect t any matter relating to a company, the Court having jurisdiction under this Act with respect to that matter in relation to that company, as provided in section 10; (12) "debentures" 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; 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 1933); (18) "Government company" means a Government company within the meaning of section 617; (19) "holding company" means a holding company within the meaning of section 4; (20) "India" means the territory of India excluding the State of Jammu and Kashmir; (21) "insurance company" means a company which carries on the business of insurance wither solely or in conjunction with any other business or businesses; (22) "issued generally" means, in relation to a prospectus issued to persons irrespective of their being existing members or debenture holders of the body corporate to which the prospectus relates; (23) "limited company" means a company limited by shares or by guarantee; (24) "manger" means an individual (not being the managing agent) who, subject to the superintendence, control and direction of the Board of directors, has the management of the whole, or substantially the whole, of the affairs of a company and includes a director or any other person occupying the position of a manger, by whatever name called, and whether under a contract of service or not; (25) "managing agent" means any individual, firm or body corporate entitled, subject to the provisions of this Act, to the management of the whole, or substantially the whole of the affairs of a company by virtue of an agreement with the company, or by virtue of its