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    Circulars
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    Debenture ‑ Whether fixed deposit constitutes “debenture” within the meaning of clause (12)
    Show AI Summary
    Fixed deposit receipts not treated as debentures; regulatory stance preserves deposit-raising practice pending evidence of abuse.
    After legal consultation, the department acknowledged doubt arising from the inclusive statutory definition but decided that, presently, a fixed deposit receipt should be regarded as a security and not as a debenture to avoid disrupting an established method of raising company finance, subject to reconsideration if widespread abuse is observed.
    Proxy ‑ Whether date of meeting should be filled in by shareholders in the form of instrument appointing proxy so as to obviate any possible misuse
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    Proxy appointment date requirement: insist on filling the meeting date to prevent reuse and misuse of proxy forms.
    Section 176(1) permits members to appoint proxies, and the prescribed proxy form requires the meeting date to be stated. Omission of the date has been alleged to enable reuse of proxy instruments at later meetings, and the department emphasises that shareholders must fill in the meeting date on proxy forms to prevent such misuse and protect the integrity of voting.
    Share Capital - Further Issue ‑ Whether one year period should be counted from the date on which shares are allotted for first time
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    One year period for further issue of shares begins from the company's first allotment date despite later tranche allotments.
    The one year waiting period for a further issue of share capital is to be counted from the date on which the company first allots any share comprised in the issue, even if additional allotments under the same issue occur on later dates.
    Whether retiring directors cease to hold office on and from date of annual general meeting
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    Retirement of directors by rotation ceases on the AGM due date, so continued tenure after that date is challengeable.
    Directors liable to retire by rotation cease to hold office when the statutory date for the annual general meeting has passed, even if the meeting is not held; continuing in office pending a belated meeting undermines the sanction for timely annual general meetings and such continuance is open to challenge as invalid under the corresponding Companies Act provisions.
    Memorandum of association ‑Requirement as to signature by a subscriber who is illiterate
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    Signature requirement for illiterate subscribers: thumb impression accepted with attestation and explanation endorsement.
    An illiterate subscriber may execute a memorandum by thumb impression or mark, described as such by the person writing for him; that person must place the subscriber's name against or below the mark, sign to authenticate it, record the number of shares taken opposite the name, read and explain the document to the subscriber, and endorse that he has done so. An agent may sign only if authorised by power of attorney.

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      Companies Law

      Debenture ‑ Whether fixed deposit constitutes “debenture” within the meaning of clause (12)

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      Fixed deposit receipts not treated as debentures; regulatory stance preserves deposit-raising practice pending evidence of abuse.
      After legal consultation, the department acknowledged doubt arising from the inclusive statutory definition but decided that, presently, a fixed deposit ... Summary

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      ActsIncome Tax