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Briefly explain the doctrine of 'ultra vires' under the Companies Act.

Ultra means 'beyond' or 'in excess of’ and vires means 'powers'. Thus, ultra vires means an act or  transaction beyond or in excess of the powers of the company. An act or transaction shall be ultra vires if - - act or transaction is not permitted or authorised by the Companies Act, 2013; - it falls outside the object clause of memorandum; and - its achievement is not incidental to the attainment of main objects. Effects of ultra vires transactions:- (i) An act which is ultra vires the company is void(invalid) and has no legal effect. (ii) the company can not fulfill the ultra vires contract. (iii) Even approval of an ultra vires contract by the whole body of shareholders does not make an ultra vires  contract valid .

Dormant company:-

Section 455 of the Act provides that where a company is formed and registered  under the Act for a future project or to hold an asset or intellectual property and has no significant accounting  transaction, such a company or an inactive company may make an application to the Registrar for obtaining  the status of a dormant company.

What Is a Quorum ?

A quorum refers to the minimum acceptable level of individuals with a vested interest in a  company needed to make the proceedings of a meeting valid under the corporate charter.  This clause or general agreement ensures there is sufficient representation present at  meetings before any changes can be made by the board. A quorum normally consists of a group that is considered as large as possible to be depended  on to attend all corporate meetings, which is a qualitative assessment.

What is memorandum of Association ?

The Memorandum of Association of company defines its constitution and the scope of the powers of the  company with which it has been established . It is the base on which the whole structure of the company is  built. No company can be registered without a memorandum. Memorandum of Association contents;- a) Name Clause:-the name of the company with "Limited" as its last word in the case of a public  company; and "Private Limited" as its last words in the case of a private company;  (b)objects clause:- the objects for which the company is proposed to be incorporated .  Provided that nothing in this clause shall apply to a company registered under section 8;

Prospectus

Prospectus is the document inviting offers from public for purchase of securities of company.  Information to be stated in the prospectus : • Details of the company, officers, bankers, trustees, underwriters and such other persons as may be  prescribed;  •The name of the issuer company, date and place of its incorporation, its logo, address of its registered office,  its telephone number, fax number, details of contact person, website address, e-mail address;  • The names of the promoters of the issuer company;  •The nature, number, price and amount of securities offered and issue size as may be applicable; etc Rule 4 provides that the following reports shall be set out with the prospectus as detailed below:  • The reports by the auditors with respect to profits and losses and assets and liabilities;  • The reports relating to profit and losses for each of the five financial years or where five financial years have  not expired, for each of t...
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Profit in lieu of salary u/s 17(3)

Following are the taxable to all types of employees as Profit in lieu of salary u/s 17(3):- :- 1) Compensation received by employee from previous employer for premature termination of service. Less – Exemption u/s 10(10B), least of the following :- (i) Actual compensation receive, (ii) Maximum Rs. 5,00,000, (iii) amount calculated as per industrial dispute Act  I,e 15 days average salary for completed year of service (if fractional year is more than 6 month then it is considered as full year). 2) Compensation received by employee from his present employer for modification of terms of employment. 3) Any payment received by employee from his employer in appreciation of his service.  4) Lump sum amount received from unrecognized provident fund – employer’s contribution and interest thereon. 5) Lump sum amount received before joining or after retirement of service. 6) Annuity from ex-employer.

Tax treatment of composite rent

If assessee earns income from letting out property as well as for providing furniture and assets and for providing service then it is composite rent Its tax treatments are:- –(a) If such income is divisible – the income from property is taxable as income from house property. The income from assets and other services is taxable as income from other source. (b) If such income is not separable then all income is taxable as income from other source. (c) If letting out of asset is a condition for letting out of the house i.e., if letting out of house is not possible without letting other assets and incomes are separable OR not separable then income is taxable either as business income or income from other sources.

Exempt income

The various items of income referred to in the different clauses of sec 10 are excluded from the total income of an assessee. These incomes are known as exempted income. Such as:- i) All Agricultural Incomes of India are free from Income tax U/S 10(1) ii) Any amount received by a member from HUF U/S 10(2) .  iii) Share of profit received by a partner from Firm is not taxable in hands of partner. U/S 10(2A)  iv) Capital gain on transfer of US 64 Bond U/S 10(33)

Non-resident

U/S 6(1) an individual be resident in India if he satisfied any one of the following two conditions:- i) He is physically present in India at least 182 days in the previous year. Or ii) He is at least 60 days in the previous year and total days of stay was at least 365 days during 4 preceding previous years. If an individual Indian citizen leaves India for employment purpose ( employed goes to foreign or unemployed goes to take employment in foreign or self employment or business/ profession in foreign) or for as a member of crew of an Indian ship, he should be present at least 182 days in that year. Section 6(1) to provide that in the case of an Individual, being a citizen of India and a member of the crew of a foreign bound ship leaving India, the period or periods of stay in India shall, in respect of such voyage, be determined in the manner and subject to such conditions as may be prescribed.  If an individual Indian citizen being out of India comes to India temporarily (visi...