Board power to expel members declared ultra vires, as such clauses contravene member rights and company law.
An amendment empowering the board to expel a member is ultra vires and void because it conflicts with members' statutory rights, undermines governmental and judicial remedial powers, violates principles of natural justice, and is unlawful under public policy and contract law; Supreme Court principles on admission apply more strongly to expulsion, rendering such a management driven expulsion clause invalid.

Reconversion into private company allowed when controlling shareholding declines or turnover falls below statutory threshold, subject to section 43A compliance.
Provisions under section 43A mandate that a private company becomes a public company when specified conditions are met and requires compliance with statutory procedures within a three month period. If the former private shareholder's holding later falls below the prescribed shareholding threshold or the company's average turnover falls below the statutory threshold, the company may reconvert into a private company by complying with the reconversion procedure set out in the statutory provision.

Advertisement registration requirement: company advertisements must be delivered to the Registrar and signed by directors before issue.
Rule 4(4) requires that no company advertisement relating to public deposits be issued unless, on or before its date of issue, a copy signed by every person named as a director is delivered to the Registrar for registration; compliance is sufficient where the advertisement is signed by every director or by an agent authorised in writing to sign for a director.

Branch audit exclusion clarifies that branch and foreign company audits do not count toward the specified audit limit.
Branch auditors appointed under section 228 audit only the particular branch and report to the company auditor; they do not equate to company auditors who report on the company's accounts as a whole, and thus branch audits are excluded from the specified audit-number. Audits of Indian business accounts of foreign companies are also excluded because foreign companies lie outside the definition of "company" for section 224, and therefore such audits are not to be included within the specified limit in Explanation I to sub section (1C).

Intimation to Registrar: auditor may send a letter; Registrar need not register or charge fee.
The Department's view is that no statutory form is prescribed for the intimation to the Registrar under the provision; a letter to the Registrar suffices, the Registrar need not register the intimation and no fee is payable, and the intimation should be kept in a separate auditor-wise folder in the Registrar's records.

Restrictions on appointment of former managing agents require inspections to verify genuine technical services and commensurate remuneration.
Inspections under Section 209A must include detailed examination of documents relating to appointments of former managing agents to verify that companies genuinely required and actually received the stated technical or managerial services, that appointed parties have adequate personnel to render meaningful services, and that remuneration is commensurate with services rendered; prior approval of the company in general meeting and of the Central Government is required for such appointments.

Appointment to an office or place of profit without required approval breaches law and may be void with prosecution risk.
Appointment of a firm or body corporate under a contract terminable at will and made without Central Government approval contravenes section 204(1), attracts prosecution under section 629A, and should be treated as void under section 23 of the Indian Contract Act, with companies required to recover remuneration paid.

Turnover criterion triggers deemed public company status when a company's accounting years show the prescribed average turnover.
Deemed public company status under the turnover criterion is determined by the company's accounting years and the availability of those accounts to the board, not by procedural formalities such as audited statements or holding an annual general meeting; the definition of financial year applies only where context permits, and the test is whether the board can ascertain from the accounts of the relevant accounting years that the turnover requirement is met.

Consolidation of share capital requires court confirmation as an arrangement before changes are reflected in company accounts.
Consolidation of equity and redeemable preference share capital and division of the consolidated capital into smaller denomination equity shares are not covered by the specified statutory clause and do not require the prescribed forms; instead, such a reorganisation is an arrangement that must be sanctioned by the court under section 391, and the change may be reflected in the balance sheet only after High Court confirmation, with any later increase in authorised capital effected thereafter.

Failure to provide for taxation and proposed dividends constitutes not showing a true and fair view in company accounts.
Omission to provide for taxation and for proposed dividends in company accounts results in accounts that do not show a true and fair view of the state of affairs; the department affirms such omission undermines accuracy of the reported financial position.

Government approval for director employment contracts required upon modification or renewal under the proviso to section 297, with exceptions.
Contracts entered into before 1 2 1975 do not require approval under the proviso to sub section (1) of section 297, but any modification or renewal after the original period will require Central Government approval under that proviso; approval is necessary for all transactions within the proviso except those excluded by sub section (2) of section 297, and this applies to contracts of employment of a director as managing director in companies meeting the paid up capital threshold.

Advertisement validity under Companies (Acceptance of Deposits) Rules: remains through the financial year; prior profits and dividend disclosures required.
An advertisement for soliciting deposits issued during a company's financial year remains effective until the close of that financial year, allowing receipt of deposits through that period. Any such advertisement must disclose the company's profits and dividend figures for the financial years immediately preceding the date of the advertisement as required by the Rules.

Tax clearance affidavit permitted when certificate unavailable, with official liquidator to verify with tax authorities if doubts arise.
If income tax or sales tax clearance certificates cannot be furnished but there are no other objections, the official liquidator may obtain an affidavit from the voluntary liquidator stating the company does not owe income tax or sales tax; if the official liquidator has doubts before submission of his report, he should refer the matter to the concerned tax authority or income tax officer to ascertain the position and decide the course of action.

Statutory auditor appointment: government controlled companies require appointment via designated authority on audit office advice.
Statutory auditors of government owned or controlled companies must be appointed or reappointed by the Company Law Board on the advice of the Comptroller and Auditor General; compliance with this requirement is the responsibility of the companies. Auditors proposed under the general appointment provision must confirm that the company lies outside the special statutory ambit before acceptance. Any appointment or reappointment made by the company under the general provision for a company within the special regime is void ab initio.

Deemed public company status: existing director tenure survives; future appointments and remuneration need Central Government approval.
Becoming a deemed public company under section 43A does not invalidate existing managing or whole time director appointments and Central Government approval is required only at the next appointment; indefinite appointments are treated as having a fixed tenure commencing on the date of deemed public status. If profits are inadequate, minimum remuneration requires prior Central Government approval applied for within a reasonable time. Excess loans, advances or guarantees must be recovered or withdrawn within a remedial period from the date of deemed public company status.

Dividend declaration limits: a company cannot declare an additional dividend after one has been declared for the same year.
A company may declare dividends at a general meeting other than the annual general meeting unless its articles prohibit it, but once a dividend has been validly declared at the annual general meeting it is beyond the powers of the company to declare a further dividend for that same year. Conversely, if a company could not declare a dividend at the annual general meeting it may do so at a subsequent general meeting; where a dividend has been declared at a general meeting neither the company nor its directors may declare an additional dividend for the same year.

Public company conversion: private companies crossing turnover threshold become public three months after the relevant period.
Companies whose three year relevant period meets the average annual turnover threshold are classified into three sub clauses under Explanation (a). If the third financial year of the relevant period ends on or after 31 10 1974 but not after 31 1 1975, conversion to a public company occurs three months after that third year end. If the first or second year of the relevant period ends on 1 2 1975, conversion occurs three months after the third year end. If the relevant period falls after 1 2 1975, conversion occurs three months after the third year end.

Deposits accepted by private companies become subject to deposit regulation upon deeming, repayable as per original acceptance terms.
When a private limited company is deemed a public company, amounts accepted from shareholders that thereby qualify as deposits fall within the Acceptance of Deposits Rules; repayment of such amounts is to be made in accordance with the terms on which they were originally accepted.

Declaration of beneficial ownership required where registered holders lack beneficial interest, trustees must identify beneficiaries and comply.
A statutory provision obliges persons shown in a company's register as share holders but lacking the beneficial interest to declare and identify the true beneficial owners. Where trustees hold legal title and appear in the register, they must make that declaration and specify the beneficiaries; the obligation applies irrespective of the particular constructive trust characterization, and failure to comply attracts the statute's consequences.

Transfer to reserves: calculation must be made solely from current year's profits, excluding past years' profits.
The prescribed amount to be transferred to general reserves must be worked out in respect of the profits of the year in question and without bringing in the profits of past years, even where the profit and loss appropriation account carries forward amounts from earlier years.