Section 3. Revenue from operations shall disclose separately in the notes

3. Revenue from operations shall disclose separately in the notes - (a) sale of products (including Excise Duty); - (b) sale of services;[1] * 2[(ba) Grants or donations received (relevant in case of section 8 companies only); and] (c) other operating revenues. 3. Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for sub-heading "IX" and the entries relating thereto (w.e.f. 1-4-2021). - (iii) Others (specify nature). - B. Current Assets - I. Inventories: - (i) Inventories shall be classified as- - (a) Raw materials; - (b) Work-in-progress; - (c) Finished goods; (d) Stock-in-trade (in respect of goods acquired for trading); - (e)Stores and spares; - (f) Loose tools; and - (g) Others (specify nature). - (ii) Goods-in-transit shall be disclosed under the relevant sub-head of inventories. (iii) Mode of valuation shall be stated. II. Investments: - (i) Investments shall be classified as- - (a) Investments in Equity Instruments; - (b) Investment in Preference Shares; - (c) Investments in government or trust securities; - (d) Investments in debentures or bonds; - (e) Investments in Mutual Funds; - (f) Investments in partnership firms; and - (g) Other investments (specify nature). Under each classification, details shall be given of names of the bodies corporate that are- (i) subsidiaries, (ii) associates, (iii) joint ventures, or - (iv) structured entities, in whom investments have been made and the nature and extent of the investment so made in each such body corporate (showing separately investments which are partly-paid). (ii) The following shall also be disclosed- (a) Aggregate amount of quoted investments and market value thereof; - (b) Aggregate amount of unquoted investments; CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO 3. Formation of company. —(1) A company may be formed for any lawful purpose by— (a) seven or more persons, where the company to be formed is to be a public company; (b) two or more persons, where the company to be formed is to be a private company; or (c) one person, where the company to be formed is to be One Person Company that is to say, a private company, by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration: Provided that the memorandum of One Person Company shall indicate the name of the other person, with his prior written consent in the prescribed form, who shall, in the event of the subscriber's death or his incapacity to contract become the member of the company and the written consent of such person shall also be filed with the Registrar at the time of incorporation of the One Person Company along with its memorandum and articles: Provided further that such other person may withdraw his consent in such manner as may be prescribed: Provided also that the member of One Person Company may at any time change the name of such other person by giving notice in such manner as may be prescribed: 3. Without prejudice to the foregoing provisions of paragraph 1,— 1[(i) The useful life of an asset shall not ordinarily be different from the useful life specified in Part C and the residual value of an asset shall not be more than five per cent. of the original cost of the asset: Provided that where a company adopts a useful life different from what is specified in Part C or uses a residual value different from the limit specified above, the financial statements shall disclose such difference and provide justification in this behalf duly supported by technical advice.] 2[(ii) 3[For intangible assets, the relevant Indian Accounting Standards (Ind As) shall apply. Where a company is not required to comply with the Indian Accounting Standards (Ind As), it shall comply with relevant Accounting Standards under Companies (Accounting Standards) Rules, 2006] except in case of intangible assets (Toll Roads) created under 'Build, Operate and Transfer', 'Build, Own, Operate and Transfer' or any other form of public private partnership route in case of road projects. Amortisation in such cases may be done as follows:— (a) Mode of amortization Amortisation Rate = Amortisation Amount= ~~Amorisation Amount~~ Cost of Intangible Assets (A) Cost of Intangible Assets (A) x Actual Revenue for the year (B) Projected Revenue from Intangible Asset (till the end of the concession period) (C) x 100 (b) Meaning of particulars are as follows :— - (c) Aggregate amount of impairment in value of investments. III. Trade Receivables: 1[(i) Trade receivables shall be sub-classified as: |(a)|Loans|Receivables|considered|good|-|Secured;| |---|---|---|---|---|---|---| |(b)|Loans|Receivables|considered|good|-|Unsecured;| (c) Loans Receivables which have significant increase in Credit Risk; and (d) Trade Receivables - credit impaired.] (ii) Allowance for bad and doubtful debts shall be disclosed under the relevant heads separately. (iii) Debts due by directors or other officers of the company or any of them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director is a partner or a director or a member should be separately stated. 3. The Explanation renumbered as Explanation I thereof by s. 53, ibid. (w.e.f. 9-2-2018). 4. Ins. by s. 53, ibid . (w.e.f. 9-2-2018). 5. Subs. by Act 29 of 2020, s. 33, for sub-section (6) (w.e.f. 21-12-2020). (2) A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment. (3) A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment. (4) A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company. (5) A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company. (6) A director of a company shall not assign his office and any assignment so made shall be void. (7) If a director of the company contravenes the provisions of this section such director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees. Provided also that it shall be the duty of the member of One Person Company to intimate the company the change, if any, in the name of the other person nominated by him by indicating in the memorandum or otherwise within such time and in such manner as maybe prescribed, and the company shall intimate the Registrar any such change within such time and in such manner as may be prescribed: Provided also that any such change in the name of the person shall not be deemed to be an alteration of the memorandum. 1. Subs. by Act 1 of 2018, s. 2, for clause (91) (w.e.f. 9-2-2018). 2. Ins. by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016). - (2) A company formed under sub-section (1) may be either— - (a) a company limited by shares; or - (b) a company limited by guarantee; or - (c) an unlimited company. Cost of Intangible Assets (A) = Cost incurred by the company in accordance with the accounting standards. Actual Revenue for the year (13) = Actual revenue (Toll Charges) received during the accounting year. Projected Revenue from Intangible Total projected revenue from the Intangible Assets Asset (C) as provided to the project lender at the time of financial closure/agreement. The amortisation amount or rate should ensure that the whole of the cost of the intangible asset is amortised over the concession period. 1. Subs. by Notification No. G.S.R. 627(E) dated 29th August 2014, for sub-paragraph (i) of paragraph 3 (w.e.f. 29-8-2014). 2. Subs. by Notification No. G.S.R. 237(E), dated 31st March 2014, for sub-paragraph (i) to (iii) of paragraph 3(w.e.f. 1-4-2014). 3. Subs. by Notification No. G.S.R. 1075(E), dated 17th November 2016 for sub-paragraph (iii) of paragraph 3 (w.e.f. 1-4-2016). Revenue shall be reviewed at the end of each financial year and projected revenue shall be adjusted to reflect such changes, if any, in the estimates as will lead to the actual collection at the end of the concession period. (c) Example:— |Example:—|| |---|---| |Cost of creation of Intangible Assets :|Rs. 500 Crores| |Total period of Agreement :|20 Years| |Time used for creation of Intangible Assets :|2 Years| |Intangible Assets to be amortised in :|18 Years| (iii) Allowance for bad and doubtful loans and advances shall be disclosed under the relevant heads separately. 3. The following information shall also be disclosed in the accounts, namely:— (i) depreciation methods used; and (ii) the useful lives of the assets for computing depreciation, if they are different from the life specified in the Schedule. 1 [4(a) Useful life specified in Part C of the Schedule is for whole of the asset and where cost of a part of the asset is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part shall be determined separately. (b) The requirement under sub-paragraph (a) shall be voluntary in respect of the financial year commencing on or after the 1st April, 2014 and mandatory for financial statements in respect of financial years commencing on or after the 1st April, 2015.] 2* * * * * 1[3A. Members severally liable in certain cases.- If at any time the number of members of a company is reduced, in the case of a public company, below seven, in the case of a private company, below two, and the company carries on business for more than six months while the number of members is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with less than seven members or two members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor.] 4. Memorandum. —(1) The memorandum of a company shall state— (a) the name of the company with the last word "Limited" in the case of a public limited company, or the last words "Private Limited" in the case of a private limited company: Provided that nothing in this clause shall apply to a company registered under section 8; (b) the State in which the registered office of the company is to be situated; (c) the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof; (d) the liability of members of the company, whether limited or unlimited, and also state,— Assuming that the Total revenue to be generated out of Intangible Assets over the period would be Rs. 600 Crores, in the following manner:— |Year No.|Revenue( In Rs. Crores)|Remarks| |---|---|---| |Year 1|5|Actual| |Year 2|7.5|Estimate*| |Year 3|10|Estimate*| |Year 4|12.5|Estimate*| |Year 5|17.5|Estimate*| |Year 6|20|Estimate*| |Year 7|23|Estimate*| |Year 8|27|Estimate*| |Year 9|31|Estimate*| |Year 10|34|Estimate*| |Year 11|38|Estimate*| |Year 12|41|Estimate*| |Year 13|46|Estimate*| |Year 14|50|Estimate*| |Year 15|53|Estimate*| |Year 16|57|Estimate *| |Year 17|60|Estimate*| |Year 18|67.5|Estimate*| |Total|600|| '*' will be actual at the end of financial year. Based on this the charge for first year would be Rs. 4.16 Crore (approximately) ( i.e . Rs. 5/Rs. 600 x Rs. 500 Crores) which would be charged to profit and loss and 0.83% ( i.e . Rs. 4.16 Crore/ Rs. 500 Crore x 100) is the amortisation rate for the first year. Where a company arrives at the amortisation amount in respect of the said Intangible Assets in accordance with any method as per the applicable Accounting Standards, it shall disclose the same.] PART 'B' (64) "paid-up share capital" or "share capital paid-up" means such aggregate amount of money credited as paid-up as is equivalent to the amount received as paid-up in respect of shares issued and also includes any amount credited as paid-up in respect of shares of the company, but does not include any other amount received in respect of such shares, by whatever name called; (65) "postal ballot" means voting by post or through any electronic mode; (66) "prescribed" means prescribed by rules made under this Act; (67) "previous company law" means any of the laws specified below:— (i) Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866); (ii) the Indian Companies Act, 1866 (10 of 1866); (iii) the Indian Companies Act, 1882 (6 of 1882); (iv) the Indian Companies Act, 1913 (7 of 1913); (v) the Registration of Transferred Companies Ordinance, 1942 (Ord. 54 of 1942); (vi) the Companies Act, 1956 (1 of 1956); and (vii) any law corresponding to any of the aforesaid Acts or the Ordinances and in force— (A) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir*), or any part thereof, before the extension thereto of the Indian Companies Act, 1913 (7 of 1913); or 3. (i) Notes to accounts shall contain information in addition to that presented in the Financial Statements and shall provide where required (a) narrative descriptions or disaggregations of items recognised in those statements; and (b) information about items that do not qualify for recognition in those statements. (ii) Each item on the face of the Balance Sheet and Statement of Profit and Loss shall be cross-referenced to any related information in the notes to accounts. In preparing the Financial Statements including the notes to accounts, a balance shall be maintained between providing excessive detail that may not assist users of financial statements and not providing important information as a result of too much aggregation. (i) in the case of a company limited by shares, that liability of its members is limited to the amount unpaid, if any, on the shares held by them; and (ii) in the case of a company limited by guarantee, the amount up to which each member undertakes to contribute— (A) to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member, as the case may be; and (B) to the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves; (e) in the case of a company having a share capital,— (i) the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount and the number of shares which the subscribers to the memorandum agree to subscribe which shall not be less than one share; and (ii) the number of shares each subscriber to the memorandum intends to take, indicated opposite his name; (f) in the case of One Person Company, the name of the person who, in the event of death of the subscriber, shall become the member of the company. (2) The name stated in the memorandum shall not— (B) in the State of Jammu and Kashmir*, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956 (62 of 1956), in so far as banking, insurance and financial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 1968 (25 of 1968), in so far as other corporations are concerned; (viii) the Portuguese Commercial Code, in so far as it relates to sociedades anonimas ; and (ix) the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961); (68) "private company" means a company having a minimum paid-up share capital[1] * as may be prescribed, and which by its articles,— - (i) restricts the right to transfer its shares; (ii) except in case of One Person Company, limits the number of its members to two hundred: Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member: 1. The words "of one lakh rupees or such higher paid-up share capital" omitted by Act 21 of 2015, s. 2 (w.e.f. 29-5-2015). *. Vide Notification No. S.O. 3912 (E), dated 30th October, 2019, this Act is made applicable to the Union territory of Jammu and Kashmir and the Union territory of Ladakh. Provided further that— (A) persons who are in the employment of the company; and 3. A liability shall be classified as current when it satisfies any of the following criteria:— (a) it is expected to be settled in the company's normal operating cycle; 1. Subs. by Notification No. G.S.R. 1022(E), dated 11th October, 2018, for "Fixed assets" (w.e.f. 11-10-2018). 2. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). 3. Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for "Tangible Assets" (w.e.f. 1-4-2021). (b) it is held primarily for the purpose of being traded; (c) it is due to be settled within twelve months after the reporting date; or (d) the company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. All other liabilities shall be classified as non-current. (a) be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or (b) be such that its use by the company— (i) will constitute an offence under any law for the time being in force; or (ii) is undesirable in the opinion of the Central Government. (3) Without prejudice to the provisions of sub-section (2), a company shall not be registered with a name which contains— (a) any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or 1. Ins. by Act 1 of 2018, s. 3 (w.e.f. 9-2-2018). (b) such word or expression, as may be prescribed, unless the previous approval of the Central Government has been obtained for the use of any such word or expression. (4) A person may make an application, in such form and manner and accompanied by such fee, as may be prescribed, to the Registrar for the reservation of a name set out in the application as— (a) the name of the proposed company; or (b) the name to which the company proposes to change its name. (B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and (iii) prohibits any invitation to the public to subscribe for any securities of the company; (69) "promoter" means a person— (a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92; or (b) who has control over the affairs of the company, directly or in directly whether as a share holder, director or otherwise; or (c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act: Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional capacity; (70) "prospectus" means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate; (71) "public company" means a company which— - (a) is not a private company;[1] [and] (b) has a minimum paid-up share capital[2] * as may be prescribed: 3. Finance Costs Finance costs shall be classified as: (a) Interest expense; (b) Other borrowing costs; (c) Applicable net gain/loss on foreign currency transactions and translation. (5)[1] [(i) Upon receipt of an application under sub-section (4), the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of twenty days from the date of approval or such other period as may be prescribed: Provided that in case of an application for reservation of name or for change of its name by an existing company, the Registrar may reserve the name for a period of sixty days from the date of approval.] (ii) Where after reservation of name under clause (i), it is found that name was applied by furnishing wrong or incorrect information, then,— (a) if the company has not been incorporated, the reserved name shall be cancelled and the person making application under sub-section (4) shall be liable to a penalty which may extend to one lakh rupees; (b) if the company has been incorporated, the Registrar may, after giving the company an opportunity of being heard— (i) either direct the company to change its name within a period of three months, after passing an ordinary resolution; (ii) take action for striking off the name of the company from the register of companies; or (iii) make a petition for winding up of the company. (6) The memorandum of a company shall be in respective forms specified in Tables A, B, C, D and E in Schedule I as may be applicable to such company. Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles ; (72) "public financial institution" means— (i) the Life Insurance Corporation of India, established under section 3 of the Life Insurance Corporation Act, 1956 (31 of 1956); (ii) the Infrastructure Development Finance Company Limited, referred to in clause (vi) of sub-section (1) of section 4A of the Companies Act, 1956 (1 of 1956) so repealed under section 465 of this Act; (iii) specified company referred to in the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 (58 of 2002); (iv) institutions notified by the Central Government under sub-section (2) of section 4A of the Companies Act, 1956 (1 of 1956) so repealed under section 465 of this Act; (v) such other institution as may be notified by the Central Government in consultation with the Reserve Bank of India: Provided that no institution shall be so notified unless— (A) it has been established or constituted by or under any Central or State Act[1] [other than this Act or the previous company law]; or 1. Ins. by Act 1 of 2018, s. 2 (w.e.f. 9-2-2018). 2. The words "of five lakh rupees or such higher paid-up capital," omitted by Act 21 of 2015, s. 2 (w.e.f. 29-5-2015). 3. All subsidiaries, associates and joint ventures (whether Indian or foreign) will be covered under consolidated financial statements. (7) Any provision in the memorandum or articles, in the case of a company limited by guarantee and not having a share capital, purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member, shall be void. (B) not less than fifty-one per cent. of the paid-up share capital is held or controlled by the Central Government or by any State Government or Governments or partly by the Central Government and partly by one or more State Governments; (73) "recognised stock exchange" means a recognised stock exchange as defined in clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (74) "register of companies" means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act; (75) "Registrar" means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act; (76) "related party", with reference to a company, means— - (i) a director or his relative; (ii) a key managerial personnel or his relative; (iii) a firm, in which a director, manager or his relative is a partner; (iv) a private company in which a director or manager[1] [or his relative] is a member or director; (v) a public company in which a director or manager is a director[2] [and holds] along with his relatives, more than two per cent. of its paid-up share capital; (vi) any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager; 3. The disclosure requirements specified in the Schedule are in addition to and not in substitution of the disclosure requirements specified in the Indian Accounting Standards. Additional disclosures specified in the Indian Accounting Standards shall be made in the Notes or by way of additional statement or statements unless required to be disclosed on the face of the Financial Statements. Similarly, all other disclosures as required by the Companies Act, 2013 shall be made in the Notes in addition to the requirements set out in this Schedule. (vii) any person on whose advice, directions or instructions a director or manager is accustomed to act: Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity; 3[(viii) any body corporate which is— (A) a holding, subsidiary or an associate company of such company; - (B) a subsidiary of a holding company to which it is also a subsidiary; or - (C) an investing company or the venturer of the company. Explanation.— For the purpose of this clause, "the investing company or the venturer of a company" means a body corporate whose investment in the company would result in the company becoming an associate company of the body corporate]; (ix) such other person as may be prescribed; (77) "relative", with reference to any person, means any one who is related to another, if— - (i) they are members of a Hindu Undivided Family; - (ii) they are husband and wife; or (iii) one person is related to the other in such manner as may be prescribed; (78) "remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961 (43 of 1961); (79) "Schedule" means a Schedule annexed to this Act; 1. Ins. by S.O. 1894 (E), dated 24th July, 2014. 2. Subs. by S.O. 1820 (E), dated 9th July, 2014 for "or holds" . 3. An entity shall classify a liability as current when- - (a) it expects to settle the liability in its normal operating cycle; - (b) it holds the liability primarily for the purpose of trading; - (c) the liability is due to be settled within twelve months after the reporting period; or - (d) it does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. An entity shall classify all other liabilities as non-current. 3. Subs. by Act 1 of 2018, s. 2, for sub-clause (viii) (w.e.f. 9-2-2018). (80) "scheduled bank" means the scheduled bank as defined in clause (e) of section 2 of the Reserve Bank of India Act, 1934 (2 of 1934); (81) "securities" means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (82) "Securities and Exchange Board" means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992); (83) "Serious Fraud Investigation Office" means the office referred to in section 211; (84) "share" means a share in the share capital of a company and includes stock; (85) "small company" means a company, other than a public company,— (i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than[1] [ten crore rupees];[2] [and] (ii) turnover of which[3] [as per profit and loss account for the immediately preceding financial year] does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than[4] [one hundred crore rupees]: Provided that nothing in this clause shall apply to— - (A) a holding company or a subsidiary company; - (B) a company registered under section 8; or - (C) a company or body corporate governed by any special Act; (86) "subscribed capital" means such part of the capital which is for the time being subscribed by the members of a company; (87) "subsidiary company" or "subsidiary", in relation to any other company (that is to say the holding company), means a company in which the holding company— - (i) controls the composition of the Board of Directors; or (ii) exercises or controls more than one-half of the[5] [total voting power] either at its own or together with one or more of its subsidiary companies: Provided that such class or classes of holding companies as may be prescribed shall not have layers of subsidiaries beyond such numbers as may be prescribed. Explanation.— For the purposes of this clause,— (a) a company shall be deemed to be a subsidiary company of the holding company even if the control referred to in sub-clause (i) or sub-clause (ii) is of another subsidiary company of the holding company; (b) the composition of a company's Board of Directors shall be deemed to be controlled by another company if that other company by exercise of some power exercisable by it at its discretion can appoint or remove all or a majority of the directors; - (c) the expression "company" includes any body corporate; (d) "layer" in relation to a holding company means its subsidiary or subsidiaries; 1. Subs. by Act 1 of 2018, s. 2, for "five crore rupees" (w.e.f. 9-2-2018). 2. Subs. by notification No. S.O. 504(E), dated 13th February, 2015, for word "or" (w.e.f. 13-2-2015). 3. Subs. by Act 1 of 2018, s. 2, for "as per its last profit and loss account" (w.e.f. 9-2-2018). 4. Subs. by s. 2, ibid ., for "twenty crore rupees"(w.e.f. 9-2-2018). 5. Subs. by s. 2, ibid ., for "total share capital" (w.e.f. 7-5-2018). (88) "sweat equity shares" means such equity shares as are issued by a company to its directors or employees at a discount or for consideration, other than cash, for providing their know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called; (89) "total voting power", in relation to any matter, means the total number of votes which may be cast in regard to that matter on a poll at a meeting of a company if all the members thereof or their proxies having a right to vote on that matter are present at the meeting and cast their votes; (90) "Tribunal" means the National Company Law Tribunal constituted under section 408; 1[(91) "turnover" means gross amount of revenue recognised in the profit and loss account from the sale, supply, or distribution of goods or on account of services rendered, or both, by a company during a financial year;] (92) "unlimited company" means a company not having any limit on the liability of its members; 3. The disclosure requirements specified in this Schedule are in addition to and not in substitution of the disclosure requirements specified in the Indian Accounting Standards. Additional disclosures specified in the Indian Accounting Standards shall be made in the Notes or by way of additional statement or statements unless required to be disclosed on the face of the Financial Statements. Similarly, all other disclosures as required by the Companies Act, 2013 shall be made in the Notes in addition to the requirements set out in this Schedule. 1. Ins. by Notification No. G.S.R. 1022(E), dated 11th October, 2018 (w.e.f. 11-10-2018). (93) "voting right" means the right of a member of a company to vote in any meeting of the company or by means of postal ballot; (94) "whole-time director" includes a director in the whole-time employment of the company; 2[(94A) "winding up" means winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as applicable;] (95) words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the Depositories Act, 1996 (22 of 1996) shall have the meanings respectively assigned to them in those Acts. 3. Preference shares including premium received on issue, shall be classified and presented as 'Equity' or 'Liability' in accordance with the requirements of the relevant Indian Accounting Standards. Accordingly, the disclosure and presentation requirements in this regard applicable to the relevant class of equity or liability shall be applicable mutatis mutandis to the preference shares. For instance, plain vanila redeemable preference shares shall be classified and presented under 'liabilities' as 'borrowings' or 'subordinated liability' and the disclosure requirements in this regard applicable to such borrowings shall be applicable mutatis mutandis to redeemable preference shares.