Filing requirement for board's report: report must be filed with registrar as attached to balance sheet.
The board's report is a document required to be attached to the balance sheet and, therefore, copies of the board's report must be filed with the Registrar together with the balance sheet and profit and loss account; a separate provision distinguishing annexed documents does not affect this filing obligation.

Depreciation calculation: apply notional written down value and income-tax rates for managerial remuneration computation consistently.
Depreciation for computing net profits for managerial remuneration must be calculated by reference to a notional written down value: for the first post amendment financial year derive that notional value from the book written down value as of April 1, 1956 (or immediately thereafter) after deducting normal pre amendment depreciation (excluding extra and multiple shift allowances for periods ending on or before December 27, 1960); thereafter apply income tax rates (including extra and multiple shift allowances for post commencement periods) to the notional written down value and reduce that value annually by the depreciation so computed.

Depreciation requirement before dividend: companies must provide statutory depreciation and use consistent methods before declaring dividends.
Amendment requires companies to provide minimum depreciation before declaring dividends; prior depreciation already charged must be deducted so only the written down value is further depreciated. The term "original cost" is used to determine the specified period and annual instalment under the straight line method. Immovable properties held as investments are fixed assets and must be depreciated using income tax rule rates. Companies may continue using the straight line method or adopt different methods for different asset classes if applied consistently; depreciation arises with efflux of time and must be provided even for unused assets.

Alternate director obligations: consent, qualification and register duties apply; appointment restrictions generally not, but file qualification declaration if articles require.
Alternate directors must comply with consent to act, share qualification and register-of-directors obligations as for substantive directors; the statutory restriction on appointment/re appointment does not normally apply to alternates, but where the articles require a specified share qualification the alternate must file a declaration of that qualification with the Registrar within two months of appointment.

Model balance sheet format: government approved alternative presentation allowed with prescriptive disclosure and valuation requirements.
The circular supplies a comprehensive model columnar balance sheet for companies seeking Central Government approval to adopt an alternative form to Schedule VI, specifying required classifications and disclosures for share capital, reserves, fixed assets, investments, current assets, loans and advances, borrowings, liabilities, provisions and contingent items, together with valuation, depreciation, revaluation and annexure requirements and particular disclosures concerning related parties and subsidiaries.

Preservation of vouchers and invoices: supporting records must be retained with books of account to substantiate entries.
Companies must preserve the statutory books of account specified in sub section (1) and, in addition, maintain vouchers, invoices and bills for a like period because the relevant entries in the books cannot be substantiated without the supporting documents.

Depreciation calculation: specified period set by original cost and annual quantum, instalments deducted from written down value.
The specified period must be determined by reference to original cost and the yearly quantum of depreciation under the straight line method; reference to original cost is limited to fixing the period and annual instalment. Once the instalment is determined it is deducted from the written down value and not from original cost, and depreciation already provided in prior financial years need not be re provided.

Secretary authentication of company accounts required where no manager; secretary certifies accuracy and formal compliance.
In the absence of a managing agent, secretaries and treasurers, or a manager, the secretary (if any) must join in authenticating the company's balance sheet and profit and loss account, attesting to the accuracy of figures and fulfilment of formal accounting requirements as required by section 215.

Director disclosure of interest ensures collective board responsibility to identify and declare shareholdings before considering related contracts.
Section 299(6) places a collective responsibility on the board to secure disclosure of directors' shareholdings when considering contracts with another company, with directors using general notice under section 299(3) for larger holdings and disclosing smaller holdings at the relevant board meeting; absent directors' holdings must be ascertained before the board proceeds.

Employment versus appointment: both the initial act and continuing employment are encompassed to ensure statutory coverage.
The Act uses both "appointment" and "employment" to cover the initial act of bringing a person into office and the continuing state of service; inclusion of "employment" ensures statutory restrictions and debarments apply to both the moment of appointment and the ongoing employment relationship of managerial personnel.

Quorum: a single member personally present at an adjourned meeting does not constitute a quorum.
A sole member personally present at an adjourned company meeting does not, by his solitary presence, constitute a quorum.

Explanatory statement requirement: annexing full particulars to the notice satisfies compliance and forms part of the notice.
The statutory requirement for an explanatory statement for items of special business is met by annexing to the notice a statement setting out the full relevant particulars and material facts concerning the item; such an explanatory statement is part of the notice and separate mention within the notice that the item is "special business" is not necessary.

Adjourned meeting notice: no fresh notice if date fixed at original meeting; otherwise statutory notice required.
Notice to members of an adjourned general meeting is not required if the date is fixed at the original meeting; if the date is not fixed, the board must give notice in accordance with the Act when fixing a new date. An adjourned meeting accidentally held on a holiday does not breach the statutory prohibition against holding meetings on holidays.

Related-party sale or purchase by a director: board consent under section 297(1) suffices; section 314(1) inapplicable.
Sale or purchase of materials between a company and its director, the director's relative, a firm in which the director or relative is a partner, any partner in that firm, or a private company of which the director is a member or director is not caught by section 314(1); compliance is achieved by obtaining the consent of the board of directors as required by section 297(1).

Post balance sheet events disclosure: directors must report material subsequent events affecting company financial position to shareholders.
Post balance sheet events materially affecting a company's financial position or of significant importance to shareholders should be disclosed in the directors' report or chairman's statement; such disclosure is required for material changes and commitments occurring after the balance sheet date (e.g., disposals of substantial undertakings, capital or revenue profits or losses, capital structure changes, major contracts, litigation awards, long term indebtedness alterations, asset catastrophes, tax refunds or assessment completions).

Uncommitted reserves adjustment: set off against profit and loss debit balance; calls in advance treated as current liabilities.
All uncommitted reserves must be set off against the debit balance in the profit and loss account so the balance sheet presents a true and fair view. Calls in advance should be shown under the head Current liabilities and provisions, appropriately placed immediately after Reserves and surplus in the prescribed balance sheet format.

Deemed public company status applies when an overseas parent controls shareholding, triggering public company compliance obligations.
Section 43A makes an Indian private company a deemed public company when a foreign parent holds the major shareholding, regardless of the small percentage held by individuals, except where the foreign body beneficially owns the entire capital despite a nominee's registered share or where an individual's holding equals the share qualification for directorship; such deemed public companies must comply with public company obligations and reorganise membership, and where directors are all interested, the board should be enlarged with disinterested directors or the transaction submitted to the general meeting.

Meeting time indicates commencement hour and date, not duration, under proviso for annual general meeting notices.
The word "time" in the second proviso to sub section (2) denotes only the hour and the date on which the annual general meeting is to commence and does not refer to the duration of the meeting.

Special audit appointment: government discretion to appoint non practicing chartered accountants when circumstances require special inquiry.
Special audit appointments by the Central Government are discretionary, to be exercised only in exceptional circumstances after necessary enquiry. The Government may appoint a chartered accountant not in private practice when justified by special circumstances, and such appointments do not conflict with the Chartered Accountants Act; the Government will decide who is suitable where the company's regular auditor is unsuitable for the special audit.

Branch office classification: place of manufacture treated as a branch requiring branch audit unless exempted by rules.
A place of manufacture is within the statutory definition of a branch office and must be audited as such under the Companies Act unless exempted by the Branch Audit Exemption Rules; records held at the head office do not change branch status and the auditor determines the procedure for auditing those records.