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Company is required to file return containing particulars of subscribers to memorandum who are deemed to be directors
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Filing requirement for memorandum subscribers not mandated even when deemed directors, so registrar returns are not required.
A company's obligation to notify the Registrar of particulars of its memorandum subscribers is limited: Section 303(2) does not impose a requirement to file a return of subscribers even where those subscribers are treated as directors by operation of Section 254.
Nomination by member ‑ Company which has not paid subscription ‑ Subsequent election as committee member ‑ Validity of
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Nomination validity: A nominee put forward by a member company that hasn't paid subscription remains eligible for committee election.
Where articles limit a member company's entitlement to vote unless subscription for the year is paid but do not expressly disqualify nominees from such member companies, the nomination and subsequent election of a person nominated by a member company that has not paid the subscription is permissible and is not invalidated by the member company's non payment.
Director’s remuneration by way of monthly payment or at a specified percentage
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Director remuneration tied to services: payment allowed only when directors perform specific services beyond board meetings.
Director remuneration by way of monthly payment or a specified percentage is permissible only where there is a correlation of remuneration to services rendered; companies must satisfy government authorities that directors perform specific services for the company beyond merely attending board meetings.
Exemption in sub‑section (14) applies to calculation of percentage limits specified in the sub‑section
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Exemption in sub section (14): permitted subsidiary investments still count toward statutory percentage limits on further share acquisitions.
The exemption in sub section (14) removes the Government approval requirement for certain further investments in a subsidiary but does not affect computation of the percentage limits in sub section (2); investments made under the exemption must be counted when calculating statutory percentage limits and thus may limit a company's capacity to invest in shares of other companies.
Whether where shares are held by minors, names of guardians alone should be entered in register
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Minor shareholding registration: guardians' names should be entered in the register to ensure legal compliance.
Minors cannot be entered in the register of members due to their incapacity to contract; therefore the names of the minors' guardians must be entered in the register so as to comply with company law requirements and identify an appropriate adult representative for corporate records.
Declaration as to shares held in trust ‑ Whether expression “trust money invested in shares or debentures of company”, occurring in sub‑section (4), as it stood before the Amendment Act, 1965, also covers shares obtained as gift or on allotment of bonus shares
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Trust investments in shares or debentures include gifts and bonus allotments, affecting declaration and valuation requirements.
Shares or debentures received by a trust as gift or on allotment of bonus shares are included in the expression trust money invested in shares or debentures of a company for declaration purposes; valuation is ordinarily the cost to the trust, but for gifted or bonus securities that are quoted the market value at the time of receipt is used, and if unquoted the face value may be adopted.
Accounts of expenditure and income during construction ‑ Whether to be rendered to shareholders
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Accounts of expenditure and income during construction must be presented to shareholders and profit and loss prepared from incorporation.
Section 210 requires companies to render to shareholders an account of expenditure and income incurred or received during construction; such disclosure may be presented under titles like "Development account" or "Expenditure during construction account" provided revenue expenditure and income are detailed as required by Part II of Schedule VI. Sub section (3) mandates preparation of a profit and loss account from the date of incorporation so that shareholders receive financial statements covering the construction period.

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Membership of board of trustees of Unit Trust of India and State Bank of India should be treated as directorship of a body corporate

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Directorship classification: membership of UTI trustees and SBI central board treated as directors for section 303 purposes.
Members occupying central governing positions, such as boards of trustees constituted by statute and the Central Board of Directors of the State Bank, are ... Summary

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Acts Income Tax