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Definitions Details Rules G.S.R. 238(E)

The Companies (Specification of Definitions Details) Rules, 2014

Definitions that complete the Act: the small company thresholds, the classes of company not treated as listed, the electronic mode test, the deemed related party under section 2(76)(ix), and the list of relatives under section 2(77).

4 Rules
G.S.R. 238(E) Notification
Rs. 4 cr / Rs. 40 cr Small company
G.S.R. 700(E) Amended upto
G.S.R. 238(E) Enacted 31 March 2014 Enforced 01 April 2014 Ministry of Corporate Affairs As amended upto G.S.R. 700(E) dated 15 September 2022
Made under

The Companies Act, 2013 Chapter I

s. 2 s. 469
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Opening text

Preamble

MINISTRY OF CORPORATE AFFAIRS NOTIFICATION New Delhi, the 31st March, 2014
G.S.R. 238(E).--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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2013 (18 of 2013), the Central Government hereby makes the following rules, namely:--
Chapter I

Preliminary and Definitions

3 rules
R. 1 Short title and commencement
Open rule
1. Short title and commencement.--
(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.
R. 2 Definitions
Open rule
2. Definitions.--
(1) In these rules, unless the context otherwise requires,--
(a) "ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013)" means the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2013 (18 of 2013);
(b) "Certifying AuthorityDefined in rule 2(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" for the purpose of Digital Signature CertificateDefined in rule 2(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) means a person who has been granted a licence to issue a Digital Signature CertificateDefined in rule 2(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) under section 24 of the Information Technology ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2000 (21 of 2000) and the Certified Filing Center (CFC) under the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013);
(c) "digital signatureDefined in rule 2(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)" means the digital signatureDefined in rule 2(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) as defined under clause (p) of sub-section (1) of section 2 of the Information Technology ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2000 (21 of 2000);
(d) "Digital Signature CertificateDefined in rule 2(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)" means a Digital Signature CertificateDefined in rule 2(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) as defined under clause (q) of sub-section (1) of section 2 of the Information Technology ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2000 (21 of 2000);
(e) "Director Identification NumberDefined in rule 2(1)(e): an identification number allotted by the Central Government to an individual intending to be appointed as a director or to an existing director, and includes the DPIN issued under section 7 of the Limited Liability Partnership Act, 2008." (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 NumberDefined in rule 2(1)(e): an identification number allotted by the Central Government to an individual intending to be appointed as a director or to an existing director, and includes the DPIN issued under section 7 of the Limited Liability Partnership Act, 2008. (DIN) obtained by the individuals prior to the notification of these rules shall be the DIN for the purpose of the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2013:
Provided further that "Director Identification NumberDefined in rule 2(1)(e): an identification number allotted by the Central Government to an individual intending to be appointed as a director or to an existing director, and includes the DPIN issued under section 7 of the Limited Liability Partnership Act, 2008." (DIN) includes the Designated Partnership Identification Number (DPIN) issued under section 7 of the Limited Liability Partnership ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2008 (6 of 2009) and the rules made thereunder;
(f) "e-FormDefined in rule 2(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" means a formDefined in rule 2(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 in the electronic formDefined in rule 2(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 as prescribed under the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) or the rules made thereunder and notified by the Central Government under the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013);
(g) "electronic MailDefined in rule 2(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" means the message sent, received or forwarded in digital formDefined in rule 2(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 using any electronic communication mechanism that the message so sent, received or forwarded is storable and retrievable;
(h) "electronic modeDefined in rule 2(1)(h): for section 2(42), carrying out electronically based business whether or not the main server is in India, including B2B and B2C transactions, deposits and securities subscriptions, financial settlements, online services and related data communication services.", for the purposes of clause (42) of section 2 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 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;
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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2005 (28 of 2005) shall not be construed as "electronic modeDefined in rule 2(1)(h): for section 2(42), carrying out electronically based business whether or not the main server is in India, including B2B and B2C transactions, deposits and securities subscriptions, financial settlements, online services and related data communication services." for the purpose of clause (42) of section 2 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013).
(i) "electronic recordDefined in rule 2(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" means the electronic recordDefined in rule 2(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 as defined under clause (t) of sub-section (1) of section 2 of the Information Technology ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2000;
(j) "electronic RegistryDefined in rule 2(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" 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 formDefined in rule 2(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;
(k) "Executive DirectorDefined in rule 2(1)(k): a whole time director as defined in clause (94) of section 2 of the Act." means a whole time director as defined in clause (94) of section 2 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013);
(l) "FeesDefined in rule 2(l): Fees means the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014" means the feesDefined in rule 2(l): Fees means the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014 as specified in the Companies (Registration Offices and FeesDefined in rule 2(l): Fees means the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014) Rules, 2014;
(m) "FormDefined in rule 2(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" means a formDefined in rule 2(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 set forth in the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) or the rules made thereunder which shall be used for the matter to which it relates;
(n) "Pre-fillDefined in rule 2(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" means the automated process of data input by the computer system from the database maintained in electronic registryDefined in rule 2(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 of the Central Government;
(o) "Registrar's Front OfficeDefined in rule 2(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" means an office maintained by the Central Government or an agency authorised by it to facilitate e-filing of documents into the electronic registryDefined in rule 2(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 and their inspection and viewing;
(p) "Regional DirectorDefined in rule 2(p): Regional Director means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director" means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional DirectorDefined in rule 2(p): Regional Director means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;
(q) "sectionDefined in rule 2(q): section means the section of the Act; 2[(r) * * * * *] (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; 3[(t)..." means the sectionDefined in rule 2(q): section means the section of the Act; 2[(r) * * * * *] (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; 3[(t)... of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013);
(r) * * * * *
(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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), "or otherwise" means any offence in respect of which he has been convicted by a Court under this ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) or the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 1956;
(t) For the purposes of sub-clause (i) and sub-clause (ii) of clause (85) of section 2 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) or in (i) the Securities Contracts (Regulation) ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 1956 (42 of 1956) or (ii) the Securities and Exchange Board of India ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 1992 (15 of 1992) or (iii) the Depositories ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 1996 (22 of 1996) or (iv) the Information Technology ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2000 (21 of 2000) or rules and regulations made thereunder shall have the meanings respectively assigned to them under the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) or those Acts.
1. Ins. by G.S.R. 539(E), dated 5th August, 2021 (Companies (Specification of definitions details) Third Amendment Rules, 2021), w.e.f. 5th August, 2021.
2. Clause (r), which defined "Total Share CapitalWas defined in rule 2(1)(r) as paid-up equity share capital plus convertible preference share capital; the clause was omitted by G.S.R. 433(E) with effect from 7 May 2018." for the purposes of clause (6) and clause (87) of section 2 as the aggregate of the paid-up equity share capital and the convertible preference share capital, omitted by G.S.R. 433(E), dated 7th May, 2018 (Companies (Specification of Definitions Details) Amendment Rules, 2018), w.e.f. 7th May, 2018.
3. Ins. by G.S.R. 92(E), dated 1st February, 2021, w.e.f. 1st April, 2021 and subs. by G.S.R. 700(E), dated 15th September, 2022 (Companies (Specification of definition details) Amendment Rules, 2022), w.e.f. 15th September, 2022. Before the 2022 substitution the thresholds were rupees two crores and rupees twenty crores respectively.
R. 2A Companies not to be considered as listed companies
Open rule
2A. Companies not to be considered as listed companies.- For the purposes of the proviso to clause (52) of section 2 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013).
1. Ins. by G.S.R. 123(E), dated 19th February, 2021 (Companies (Specification of definitions details) Second Amendment Rules, 2021), w.e.f. 1st April, 2021.
Chapter II

Related Party and Relatives

2 rules
R. 3 Related party
Open rule
3. Related party.- For the purposes of sub-clause (ix) of clause (76) of section 2 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), a director 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.
1. Ins. by G.S.R. 507(E), dated 17th July, 2014 (Companies (Specification of definitions details) Amendment Rules, 2014), w.e.f. 17th July, 2014.
R. 4 List of relatives in terms of clause (77) of section 2
Open rule
4. List of relatives in terms of clause (77) of section 2.- 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.