# Cluster of Short Definitions — Section 2

A consolidated reference for the shorter definitions in the Preliminary chapter. Each item is small but heavily tested in MCQs and short-answer questions.

## 2(62) One Person Company (OPC)

A company which has only one person as a member. (Detailed formation rules under Sec 3 covered separately.)

## 2(63) Ordinary or Special Resolution

Means an OR / SR as referred to in Section 114. (Sec 114: OR = simple majority of votes cast; SR = at least 75% of votes cast, plus 21 days' notice with explanatory statement.)

## 2(64) Paid-up Share Capital / Share Capital Paid-up

Such aggregate amount of money credited as paid-up that is equivalent to the amount received as paid-up in respect of shares issued, AND includes any amount credited as paid-up in respect of the company's shares — but does NOT include any other amount received in respect of such shares, by whatever name called.

Memory aid: PUSC = money actually received against shares + amounts deemed/credited as paid-up. Excludes share premium, calls-in-advance not yet appropriated, etc.

## 2(65) Postal Ballot

Voting by post or through any e-mode. (Used for matters that must be transacted by postal ballot under Sec 110.)

## 2(66) Prescribed

Prescribed by Rules made under the Act. (So 'as may be prescribed' = check the relevant Rules.)

## 2(74) Register of Companies

The register maintained by the Registrar under the Act — on paper or in any electronic mode.

## 2(75) Registrar

A Registrar, an Additional / Joint / Deputy / Assistant Registrar, having the duty of registering companies and discharging various functions under the Act.

## 2(78) Remuneration

Any money or its equivalent given or passed to any person for services rendered — and includes perquisites as defined under the Income-tax Act, 1961.

## 2(84) Share

A share in the share capital of a company — and includes stock.

## 2(86) Subscribed Capital

That part of the capital which is for the time being subscribed by the members of a company.

## 2(89) Total Voting Power

In relation to any matter, the total number of votes which may be cast on a poll at a meeting if all members (or their proxies) having a right to vote were present and cast their votes.

## 2(90) Tribunal

The National Company Law Tribunal (NCLT) constituted under Section 408.

## 2(91) Turnover

The gross amount of revenue recognised in the P&L account from:

sale, supply, or distribution of goods, or
on account of services rendered, or
both,

by a company during a financial year.

## 2(92) Unlimited Company

A company not having any limit on the liability of its members.

## 2(93) Voting Right

The right of a member of a company to vote in any meeting of the company or by means of postal ballot.

## Capital ladder — quick visual

```

Authorised -> Issued -> Subscribed -> Called-up -> Paid-up

(max) (offered) (taken) (demanded) (received/credited)

```

Members can call up only up to subscribed; company can demand only up to called-up; money against called-up = paid-up.

Worked example

### Example 1

OPC. XYZ (OPC) Private Limited has Mr. A as its sole member. Compliant under Sec 2(62). The suffix '(OPC) Private Limited' is mandatory.

### Example 2

Turnover. ABC Ltd recognised gross revenue from goods of Rs.35 cr and services of Rs.6 cr in FY 2024-25. Total turnover under Sec 2(91) = Rs.41 cr. This figure is what's used for the small-company turnover test.

### Example 3

Total voting power vs voting actually cast. A company has 100 members with 1 vote each. Only 60 attend and vote on a resolution. Total voting power = 100 (potential), but votes cast = 60. Special Resolution = 75% of votes cast (i.e., 45 of 60), not 75% of 100.

⚠️ Common exam mistakes

Confusing 'paid-up capital' with 'subscribed capital' or 'called-up capital'. PUSC is the money actually credited as paid up.
Reading 'Tribunal' as NCLAT — it is specifically NCLT under Sec 408. NCLAT is the Appellate Tribunal under Sec 410.
Computing SR/OR as a percentage of 'total voting power' instead of 'votes cast'. SR needs 3/4 of votes cast (not 3/4 of all members).
Forgetting that 'share' includes 'stock' under Sec 2(84).
Treating Postal Ballot as restricted to physical post — it expressly includes e-voting modes.

Bare-Act text Section 2(62)-(93) selected · Companies Act, 2013 · click to expand

2(62) One Person Company means a company which has only one person as a member. 2(63) Ordinary or Special Resolution means an Ordinary Resolution or Special Resolution as referred to in Section 114. 2(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. 2(65) Postal ballot means voting by post or through any electronic mode. 2(66) Prescribed means prescribed by rules made under this Act. 2(74) Register of companies means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act. 2(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. 2(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. 2(84) Share means a share in the share capital of a company and includes stock. 2(86) Subscribed capital means such part of the capital which is for the time being subscribed by the members of a company. 2(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 are present at the meeting and cast their votes. 2(90) Tribunal means the National Company Law Tribunal constituted under Section 408. 2(91) Turnover means the 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. 2(92) Unlimited company means a company not having any limit on the liability of its members. 2(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.

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Other Key Definitions - Quick Reference [Sec 2]

Worked example

⚠️ Common exam mistakes