Three Singapore nationals who have never been to India have decided to be the shareholders holding 100% equity shares and the only directors of a private company in India in the year 2015 which is not a subsidiary of a p

Let's analyze the scenario based on the provisions of the Companies Act, 2013: 1. Resident Director Requirement: Section 149(3) of the Companies Act, 2013: This section mandates that every company shall have at least one director who has stayed in India for a total period of not less than 182 days in the previous calendar year. This director is known as a 'Resident Director'. MCA Clarification: The Ministry of Corporate Affairs (MCA) vide Circular No. 25/2014, dated 26th June, 2014, clarified that companies incorporated after 30th September, 2014, need to have the resident director from the date of incorporation itself. Application to the Case: In the given scenario, the three Singapore nationals have never been to India. Therefore, none of them would fulfill the condition of staying in India for at least 182 days in the previous calendar year. This means the company would be in non-compliance with the requirement of having a resident director. 2. Foreign Shareholders: The Companies Act, 2013, and Foreign Exchange Management Act (FEMA) regulations generally permit foreign nationals to be shareholders of an Indian company, subject to sectoral caps and other conditions as may be prescribed by the Reserve Bank of India (RBI) and the Government of India. There is no restriction that all shareholders of an Indian company must be domiciled in India. Therefore, three Singapore nationals holding 100% equity shares is permissible. Conclusion: While the three Singapore nationals can be the shareholders holding 100% equity shares of a private company in India, they cannot be the only directors. The company must appoint at least one director who fulfills the 'resident director' criteria as per Section 149(3) of the Companies Act, 2013. If they proceed as planned, the company will be in violation of the resident director requirement.