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SECRETARIAL PRACTICE
the company has power (not being power vested in it by
virtue only of the provisions of a debenture trust deed
or by virtue of sharesissued to it for the purpose in pursuance
of those provisions) directly or indirectly to appoint the
majority of the directors of that other company,
that other company shall be deemed to be a subsidiary company
within the meaning of this Act, and the expression ‘subsidiary
company” in this Act means a company in the case of which the
conditions of this section are satisfied.

(2) Where a company the ordinary business of which includes
the lending of money holds shares in another company as security
only, no account shall for the purpose of determining under this
section whether that other company is a subsidiary company be
taken of the shares so held.

Ageoninty bo gt 128.—(1) The accounts which in pursuance of this Act are to be

as to loans to, laid before every company in general meeting shall, subject to the

and remunera- provisions of this section, contain particulars showing—

tion of, directors,

fee. (a) the amount of any loans which during the period to which
the accounts relate have been made either by the company
or by any other person under a guarantee from or on a
security provided by the company to any director or officer
of the company, including any such loans which were repaid
during the said period; and
the amount of any loans made in manner aforesaid to any
director or officer at any time before the period aforesaid
and outstanding at the expiration thereof; and
the total of the amount paid to the directors as remuneration
for their services, inclusive of all fees, percentages, or other
emoluments, paid to or receivable by them by or from the
company or by or from any subsidiary company.
The provisions of subsection (1) of this section with respect
to loans shall not apply—
in the case of a company the ordinary business of which
includes the lending of money, to a loan made by the com-
pany in the ordinary course of its business; or
to a loan made by the company to any employee of the
company if the loan does not exceed two thousand pounds
and is certified by the directors of the company to have
been made in accordance with any practice adopted or
about to be adopted by the company with respect to loans
to its employees.

(3) The provisions of subsection (1) of this section with respect
to the remuneration paid to directors shall not apply in relation
to a managing director of the company, and in the case of any other
director who holds any salaried employment or office in the company
there shall not be required to be included in the said total amount
any sums paid to him except sums paid by way of directors’ fees.

(c)