Disclosure threshold under section 217(2A) changed, altering which employees must be reported in the Board's Report.
The Companies (Particulars of Employees) Rules, 1975 were amended to raise the salary-based eligibility for inclusion of employee names and particulars in the statement required under section 217(2A) of the Companies Act, 1956, thereby changing the monetary threshold that determines which employees must be disclosed in the Board's Report.

Fee increase for name availability applications raises statutory filing charge and requires member dissemination of the amendment.
Amendment to Companies (Central Government's) General Rules & Forms, 1956 (Notification No. GSR 697(E), dated 20-9-1994) raises the fee for application for availability of a new company name from Rs. 100 to Rs. 500, effective 1st November 1994, and requires dissemination of the notification to constituent members.

Prohibition on bonus shares from revaluation reserves: unlisted companies advised not to capitalise revaluation reserves for bonus issues.
The Department advises that existing private, closely held and other unlisted companies should not issue bonus shares out of reserves created by revaluation of fixed assets; bonus issues must be made from free reserves arising from genuine profits or from share premium received in cash, and reserves arising from revaluation of fixed assets cannot be capitalised for bonus issues.

Managerial remuneration approval deemed lawful where pay falls within earlier administrative guidelines, affecting pending approvals and refunds.
Supreme Court consent order deems appointments of managerial personnel approved where remuneration paid or payable is within the limits of the earlier administrative guidelines; payments reflected in companies' accounts covered by those guidelines are not to be treated as excessive; court undertakings to refund excess amounts are discharged if amounts fall within those guidelines; pending applications by companies that did not accept the later guidelines are deemed disposed, but the order excludes companies that had consented to the later guidelines.

Officer who is in default: prosecutions should target managing directors or managers and the company, not ordinary directors when managers exist.
The circular endorses the Rajasthan High Court interpretation that when a company has a managing director, whole time director or manager, prosecutions for statutory defaults under the Companies Act should be instituted against those managerial officers (and the secretary, if any) and the company; ordinary directors fall within the definition of "officer who is in default" only where none of those managerial officers exist and the Board has not specified particular directors (or where it has specified directors, after filing the prescribed return).

SEBI approval requirement for asset management companies: AMCs must obtain memorandum and articles clearance before company registration.
Registrars of Companies should not insist on prior regulatory approval for incorporation of intermediaries like merchant bankers, registrars to an issue, investment advisers and portfolio managers; however, asset management companies must obtain clearance of their draft memorandum and articles of association from the regulator under the mutual fund framework before being registered by the Registrar of Companies, and prior departmental guidance on AMCs continues to apply.

Office or place of profit limits revised, requiring company special resolution for substantial remunerations and central approval for larger ones.
Company consent by special resolution is required where an office or place of profit carries monthly remuneration at or above the prescribed threshold, and prior government approval in addition to company special resolution is required where monthly remuneration meets the higher prescribed threshold; the Central Government has revised those monetary thresholds upward by notification under the General Rules and Forms.

Delegation of enforcement powers to securities regulator enables filing of corporate offences complaints, ensuring coordination with company registrars.
Central Government authorized an officer of the securities regulator to file complaints under specified provisions of the Companies Act, 1956 and required the regulator to furnish complaint details to the concerned Registrars of Companies and the Ministry to avoid duplication of action. The regulator must forward any applications for compounding of offences to the relevant Registrars, who will take appropriate action under extant law, and the notification reiterates earlier delegated complaint filing powers in respect of additional company law provisions.

Guarantee commission not remuneration: department withdraws circular treating it as managerial remuneration, no approval required.
Guarantee commission paid to directors for personal surety on company loans is not to be treated as managerial remuneration, and the Department has withdrawn its earlier circular that classified such payments as remuneration and required central approval, aligning administrative practice with the judicial view that standing surety payments are not remuneration for services.

Managerial remuneration rules: Schedule XIII permits specified minimum pay in loss years without separate Central Government approval.
Amendment to Schedule XIII effective 1 February 1994: where a company has adequate net profits, remuneration of managerial personnel is governed by section 1 of Part II allowing payment within prescribed percentage ceilings; where profits are absent or inadequate, section 2 of Part II prescribes minimum remuneration and ceilings (with certain perquisites excluded from the ceiling). Remuneration under section 2 is admissible in such years without separate Central Government approval; excess pay must be recovered or regularised by approval, and remuneration must be adjusted if effective capital falls.