Section 2   [ View Judgements ]

Amendment of section 2


In section 2 of the Companies Act, 1956 (I of 1956) (hereinafter refereed to as the principal Act),



(a) in clause (3), in sub -clause (c ),-



(i) the word "and" at the end of paragraph (I) shall be omitted



(ii) after paragraph (ii), the following paragraph shall be inserted namely:-



"(iii) any subsidiary of the other body corporate referred to in paragraph (ii) above:



Provided that where the body corporate is the managing agent of the other body corporate referred to in paragraph (ii) above, a subsidiary of such other body corporate shall not be an associated in relation to the managing agent aforesaid; and'



(b) in clause (4), in sub-clause (b),-



(i) the word "and" at the end of paragraph (I) shall be omitted



(ii) after paragraph (ii), the following paragraph shall be inserted , namely:-



"(iii) any subsidiary of the other body corporate referred to in paragraph (ii) above:



Provided that where the body corporate is the secretaries and treasurers of the other body corporate referred to in paragraph (ii) above, a subsidiary of such other body corporate shall not be an associate in relation to the secretaries and treasures aforesaid; and";



(c) in clause (7), for the words "does not include a corporation sole", the following words shall be substituted, namely:-



"does not include---



(a) a corporation sole;



(b) a co-operative society registered under any law relating to co-operative societies; and



(c) any other body corporate (not being a company as defined in this act) which the Central Government may, by notification in the Official Gazette, specify in this behalf;";



(d) for clause (9), the following clause shall be substituted namely:-



'(9) "branch office" in relation to a company means-



(a) any establishment described as a branch by the company; or



(b) any establishment carrying on either the same or substantially the same activity as that carried on by the head office of the company; or



(c) any establishment engaged in any production, processing or manufacture,



but does not include any establishment specified in any order made by the Central Government under section 8;';



(e) for clause (11), the following clause shall be substituted, namely:-



'(11) "the court" means,-



(a) with respect to any matter relating to accompany (other than any offence against this Act), the court having jurisdiction under this Act with respect to that matter relating to that company, as provided in section 10;



(b) with respect to any offence against this Act, the Court of a Magistrate if the First Class or, as the case may be, a Presidency Magistrate, having jurisdiction to try such offence;';



(f) in clause (26),--



(a) for the words "any powers of management", the words "substantial powers of management" shall be substituted;



(b) the following provisos shall be added at the end, namely:-



"Provided that the power to do administrative acts of a routine nature when so authorised by the Board such as the power to affix the common seal of the company to any document or to draw and endorse any cheque on the account of the company in any bank or to draw and endorse any negotiable instrument or to sign any certificate of share or to direct registration of transfer of any share, shall not to be deemed to be included within substantial powers of management :



Provided further that a managing director of a company shall exercise his powers subject to the superintendence, control and direction of its Board of directors;";



(g) for clause (30), the following clause shall be substituted, namely:-



'(30) "officer" includes any director, managing agent, secretaries and treasurers, manager or secretary, and also includes-



(a) where the managing agent, the secretaries and treasurers or the secretary is or are a firm, any partner in the firm;



(b) where the managing agent or the secretaries and treasurers is or are a body corporate, any director or manager of the body corporate;



(c) where the secretary is a body corporate, any director, managing agent, secretaries and treasurers or manager of the body corporate;



but, save in sections 477, 478, 539, 543, 545, 621, 625 and 633 does not include an auditor;';



(h) in clause (33), for the words, brackets and figures "sub-section (1) of section 549 and sub-section (3) of section 550" occurring at both the places, the words, brackets and figures "sub-section (3) of section 550, section 552 and sub-section (3) of section 555" shall be substituted;



(I) in clause (36), for the words "any prospectus,", the words "any document described or issued as a prospectus and includes any" shall be substituted;



(j) for clause (45), the following clause shall be substituted, namely:-



'(45) "secretary" means any individual, firm or body corporate appointed to perform the duties which may be performed buy a secretary under this Act and any other purely ministerial or administrative duties;'.

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