Transfer of registered office under section 18(3) governs procedure and excludes the condonation provision's application.
An order of the Company Law Board for shifting a company's registered office from one State to another is governed exclusively by section 18(3), which operates independently and prescribes the procedure for effecting such transfers. Because section 18(3) contains no time limit for filing the CLB order, the condonation provision in section 637B(b) does not apply; the company remains on the register of the originating State until the order is filed and the Registrar certifies the transfer.

Advertisement approval: translated regional-language advertisements require the same board approval and filing as the English text.
Rule 4(1) of the Companies (Acceptance of Deposits) Rules, 1975 makes no distinction between English and regional language advertisement texts; the translated regional language text must receive the same board approval and be treated identically for any Registrar filing or publication requirements as the English original.

Allotment of shares in lieu of debt: treated as cash allotment when the genuine debt is liquidated by share value.
Allotment of shares issued in satisfaction of a genuine debt is compliant with the statutory requirement for allotment for cash when the company's genuine debt is liquidated to the extent of the shares' value; the physical passing of cash between company and allottee is not necessary, whereas allotments made in exchange for non cash forms of consideration are not to be treated as allotments for cash.

Approval requirement for sole selling agents clarified: existing appointments need not obtain government approval for current tenure.
If the government approval provision did not apply when a sole selling agent was appointed, companies need not obtain such approval for the agent's continuance for the remainder of the current tenure; however, any extension of that appointment is subject to the approval requirement if the provision becomes applicable later, for example by the agent acquiring substantial interest.

Place of profit test: directors' guarantee commission or loan interest falls outside the provision when three statutory conditions are unmet.
Whether guarantee commission or interest on loans to directors attracts the prohibition on holding an office or place of profit requires three cumulative conditions: the director must hold an office or place of profit under the company; receive monthly remuneration at or above the statutory threshold; and receive remuneration for services beyond those ordinarily performed by directors. Absent these ingredients, the provision does not apply to guarantee commission or interest on loans.

Director remuneration: guarantee commission counts as remuneration but interest on loans is treated as return on investment.
The circular treats guarantee commission paid to a director for undertaking liability on a company loan as remuneration for services and therefore includible in director remuneration, whereas interest paid to directors on advances is characterised as a return on investment and not includible as remuneration.

Annual accounts obligation continues during pending amalgamation; transferor company must prepare and file accounts until scheme sanctioned.
Annual accounts and associated duties of preparation, presentation, circulation and filing remain obligatory for a transferor company until the court makes the amalgamation order and the amalgamation scheme is sanctioned; these statutory obligations must be complied with as and when they become due during the pendency of the amalgamation process.

Gratuity liability disclosure: omission or inadequate provision requires disclosure and auditor qualification where actuarial estimate is absent.
Provision and disclosure of gratuity liability are required for true and fair accounts; where no provision or an inadequate provision is made, the estimated accrued liability or shortfall must be disclosed. Acceptable methods include cash basis, accrual basis and a separate gratuity fund; actuarial valuation is recommended (generally at least triennially) to determine accruing liability, and where actuarial methods are not used the basis must be disclosed. Under provision or uncovered fund deficits must be noted. Tax considerations permit gross or net of tax measurement provided future taxable profits justify netting.

Statutory approval for sole selling agents not required retroactively when approval was unnecessary at appointment, continuance unaffected.
If statutory approval was not required when a company entered into an agreement with sole selling agents, the company is not obliged to obtain Central Government sanction later for the continuance of that appointment for its current tenure, even if a subsequent increase in paid up capital would otherwise bring the appointment within the approval provision.

Disclosure of signatory required for statutory audit appointment forms to ensure authorised signature and accountability.
Form 23B, being a statutory document, must be signed by a person duly authorised by the audit firm and the identity of that signatory must be disclosed alongside the firm's name; signing solely in the firm's name is impermissible because the firm lacks independent legal personality and identification of the individual signatory is necessary to fix responsibility for any false or incorrect statements.

Disclosure of relatives' shareholding: companies must report relatives' holdings in Schedule V for the filing company only.
Additional particulars under item 7(d) of Schedule V concerning shareholdings of relatives of directors must be provided in the annual return by the company filing Schedule V, because directors can collect this information from their relatives. The disclosure obligation applies only to the Schedule V-filing company and does not extend to other companies in which those relatives may hold shares.

Register of directors' shareholdings need not be expressly recorded in meeting minutes when produced and kept accessible.
The circular clarifies that the governing provision does not require a specific mention in the minutes that the register of directors' shareholdings was produced and kept open and accessible at the commencement and during the continuance of the meeting; production and accessibility must be ensured, but an express minute entry is not mandated.

Unpaid dividend transfer: uncashed dividend warrants must be moved to a special unpaid dividend account.
Where a company posts dividend warrants within the statutory payment period, posting satisfies the initial obligation and need not trigger transfer to the unpaid dividend account; however, amounts represented by warrants that remain uncashed, are returned undelivered, or are otherwise unclaimed must be transferred to the special unpaid dividend account and not retained in the company's general account.

Perquisite valuation: prescribed treatment distinguishes movable fittings from residential rent and adds furniture valuation where accommodation is furnished.
The circular clarifies that the specified valuation basis applies only to furniture, fittings and air conditioning and not to residential accommodation. For buildings owned and let by the company, the municipal annual rateable value may be taken as rent simpliciter, and where accommodation is furnished an additional valuation component equal to the prescribed proportion of the cost of furniture, fittings and air conditioning should be added.

Auditor intimation recognized as a registrable notice and therefore open for public inspection under company records rules.
An auditor's intimation to the Registrar of Companies constitutes a document/notice within the statutory definition and is therefore open for inspection under the company inspection provisions, placing such auditor communications within the same inspection and disclosure framework as other Registrar filings.

Agent authorisation may be by director's signed letter rather than a power of attorney for acceptance of public deposits.
The circular clarifies that for acceptance of public deposits under the Companies (Acceptance of Deposits) Rules, 1975 an agent need not be authorised exclusively by a power of attorney; authorisation may be given by a letter signed by the director.

Remuneration perquisites valuation to use a cost based fraction of original cost; repairs excluded when already accounted for.
Valuation of employee remuneration for disclosure should include perquisites like residential accommodation and furniture on a cost basis, with the Department prescribing valuation at ten per cent of the original cost of each item to recover cost over its useful life; repairs and maintenance expenses need not be separately included in remuneration where they have been taken into account in the housing perquisite valuation.

Unpaid dividend treatment: funds must be placed in a special unpaid dividend account pending claim or transfer to government.
Unclaimed dividends, even when the dividend warrant has been posted within the statutory posting period but remains uncashed, must be deposited into a special unpaid dividend account. This segregation treats declared dividends as debts owed to shareholders, prevents company use of those funds for day-to-day business, allows payment to shareholders on demand within the statutory claim period, and requires subsequent deposit with the Central Government if not claimed within that period.

Remuneration received includes employer borne benefit expenses; valuation follows prior circular guidance for Board's report disclosures.
The Department clarifies that remuneration received for Board's report disclosures under the Companies (Particulars of Employees) Rules, 1975 includes employer borne expenses for benefits and amenities and perquisites, and reiterates that valuation should follow the approach in its earlier Circular Letter No. 23/76, superseding prior conflicting departmental views.

Share premium account classification clarified as part of paid-up capital, affecting computation of net owned funds for deposit limits.
For the purpose of computing net owned funds under Rule 3(2) of the Companies (Acceptance of Deposits) Rules, 1975, the balance shown in the share premium account is to be treated as part of the company's paid up share capital and not as free reserves, thereby determining the amount available within the ceiling for acceptance of public deposits.