Uniform good/bad delivery norms require exchanges to set up bad delivery cells and follow rectification, auction or close out procedures.
SEBI mandates uniform good/bad delivery norms, requiring stock exchanges to adopt Annexure A, establish Bad Delivery Cells, and ensure insurance cover. The first introducing broker must rectify defects within prescribed timelines or face exchange auction or close out with debits for consequential amounts. Inter exchange cases require seven day forwarding between BDCs and subsequent rectification or auction/close out. Custodians must follow the norms and participate in clearing house settlement. The circular prescribes implementation dates, transitional rules for pending objections, and a specified validity period for company objections measured from buyer payment, with Annexure A detailing numerous transfer deed and certificate examples.

Inter-corporate investment approvals to be processed simultaneously with foreign exchange clearance, expediting overseas joint ventures.
Companies making overseas equity investments beyond prescribed thresholds must obtain both foreign exchange clearance and prior Central Government permission under section 372. To avoid sequential delay, firms should submit simultaneous applications to the foreign exchange authority and the Department of Company Affairs; both will process proposals concurrently for committee consideration, with foreign exchange clearance followed by the Department's section 372 approval. The Department is also included on the review committees to facilitate coordinated consideration.

Registration fee for section twenty-five companies remains fixed on capital increases; a single flat fee applies.
The Department of Company Affairs advised that where a licence under section 25 was issued and the registration fee was fixed irrespective of authorised capital, the same fixed registration fee applies when that company increases its authorised capital, so the flat fee payable at incorporation governs fee liability on capital increase.

Change of company name during pending object alteration petition should be withheld to avoid prejudging proceedings.
Registrars are directed not to permit a company to change its name while a petition under section 17 to shift provisions from the "other objects" clause to the main objects clause is pending before the Company Law Board, since permitting such a change would amount to prejudging the issue and effectively endorse reliance on contested object provisions prior to the Board's approval.

Charge satisfaction procedure can be registered immediately when Form No. 17 is signed and filed in triplicate.
Where Form No. 17 evidencing satisfaction of a charge is signed by both lender and borrower and filed in triplicate, the Registrar may register the satisfaction immediately without issuing the statutory notice to the charge-holder; the Registrar should retain one copy and return two copies duly endorsed to indicate registration on the spot.

Charge registration procedure simplified: Form filing allowed with lender and bank signatures, registrar returns endorsed copies.
The Form No. 17 for registration of charge under section 138 may be filed with the Registrar of Companies after obtaining signatures of the lender company and Banks/Financial Institutions; it must be filed in triplicate, the Registrar will endorse registered Forms and return two copies, and the Form is required to be filed within the prescribed period after satisfaction of the charge.

Use of "Stock Exchange" in a company name requires SEBI in principle approval or no objection to prevent investor deception.
Companies shall not be registered with the words "Stock Exchange" in their name unless they have in principle approval or a no objection from the Securities and Exchange Board of India; this measure prevents companies that lack statutory permission or recognition under the Securities Contracts (Regulation) Act from misleading investors or collecting deposits as if they were recognised stock exchanges.

Schedule VI amendments apply to financial years closing after the amendment; compliance required and further modifications possible.
Amendments to Schedule VI by Notification GSR No. 388(E) are prospective: the amended Schedule must be complied with for any financial year whose balance-sheet closes after 15-5-1995. The Department has received professional suggestions and, after consultation, intends to consider further modifications to the amendments in due course.

Registration of charge: Registrar's seal now to state 'Certified that the charge above is registered' and be affixed on forms.
The Registrar must affix a registration stamp and signature on forms and accompanying instruments, deliver a copy to the company and the charge holder, and use the standardized seal wording: "Certified that the charge above is registered." Registrars are instructed to register charges on the spot by applying the revised seal and signing the form.

Additional fee standardisation: fixed late filing charges required on submission, with no show cause notice prerequisite.
Standardisation of additional fee under section 611(2) prescribes fixed rates for late filings: a monthly percentage regime for Form No. 5 under section 97 and a tiered fixed-multiple regime for other documents. The additional fee must be paid on filing; Registrars will not accept belated documents without payment and need not issue show-cause or demand notices, facilitating prompt recordation and public inspection.

Registrar of Companies reform to simplify name checks, routine filings and charge registration for faster corporate registry services.
Simplify and expedite ROC registry functions by enabling computerised name checks, relaxing promoter subscription matching where one promoter is common, allowing ROCs to approve abbreviated names, extending name availability and accelerating disposal; accept routine filings (prospectus, balance sheets, annual returns, Form 32) on intake after verifying enclosures and fee; simplify registration of charges by stamping triplicate filings as "Registered" and returning them immediately; endorse transfer deeds for extension applications across the table; improve records weeding, ledgerisation/computer feeding and harmonise administrative practices while delegating additional powers to ROCs.

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.