Definitions under Section 2(10) to 2(22) of the Companies Act, 2013

Section 2(10): Board of Directors or Board

Meaning: In relation to a company, the expression refers to the collective body of the directors of that company.

This definition makes clear that the "Board" is the directors acting collectively as the company's governing body, rather than an individual director acting alone.

Section 2(11): Body corporate or corporation

Meaning: The expression includes a company incorporated outside India. It excludes a co-operative society registered under a law relating to co-operative societies and any other body corporate, other than a company as defined in the Act, which the Central Government specifies by notification.

The definition is therefore wider than an Indian company and can extend to foreign incorporated companies, subject to the statutory exclusions.

Section 2(12): Book and paper or book or paper

Meaning: The expression includes books of account, deeds, vouchers, writings, documents, minutes and registers maintained on paper or in electronic form.

The clause expressly recognises electronic records, which is important for modern corporate record-keeping and compliance.

Section 2(13): Books of account

Meaning: Books of account include records concerning money received and spent and the related transactions; sales and purchases of goods and services; assets and liabilities; and prescribed cost items under Section 148 for companies falling within classes specified under that section.

Accordingly, the term covers the core financial and cost records required to reflect the company's transactions and financial position.

Section 2(14): Branch office

Meaning: In relation to a company, a branch office means any establishment described as a branch office by the company.

Section 2(15): Called-up capital

Meaning: Called-up capital is the part of the capital that has been called for payment.

It represents the amount that the company has required shareholders to pay on their shares, whether or not every amount called has actually been received.

Section 2(16): Charge

Meaning: A charge is an interest or lien created on the property or assets of a company, or any of its undertakings, or both, as security, and it includes a mortgage.

This definition is relevant to statutory provisions governing creation, registration, modification and satisfaction of charges.

Section 2(17): Chartered accountant

Meaning: A chartered accountant is a chartered accountant within Section 2(1)(b) of the Chartered Accountants Act, 1949 who holds a valid certificate of practice under Section 6(1) of that Act.

The Companies Act definition therefore requires not only professional status but also a valid certificate of practice where the Act refers to a "chartered accountant" in this defined sense.

Section 2(18): Chief Executive Officer

Meaning: A Chief Executive Officer is an officer of a company who has been designated as such by the company.

Section 2(19): Chief Financial Officer

Meaning: A Chief Financial Officer is a person appointed as the Chief Financial Officer of a company.

Section 2(20): Company

Meaning: A company means a company incorporated under the Companies Act, 2013 or under any previous company law.

This definition covers companies incorporated under the present Act as well as companies that continue from earlier company legislation.

Section 2(21): Company limited by guarantee

Meaning: This is a company in which members' liability is limited by the memorandum to the amount they respectively undertake to contribute to the company's assets if it is wound up.

The defining feature is therefore the members' guarantee recorded in the memorandum, rather than liability limited to unpaid share capital.

Section 2(22): Company limited by shares

Meaning: This is a company in which members' liability is limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them.

Where shares are fully paid, no further amount is ordinarily due merely by reason of the shareholder's membership, subject to the Act and other applicable law.