Director consent filing requirement: failure to file attracts penalty but consent can be filed with fee or condonation
Continuing to act as a director without filing the consent within the period specified in section 264(2) attracts the penalty under section 629A; the consent may subsequently be filed on payment of the additional fee under section 611(2), and the Central Government may condone the delay under section 637B to remove the prohibition.

Regulation of bank advances against shares requires transfer of title and exclusive voting rights or recall of loans.
Banks must ensure advances secured by shares (above an exempted limit) result in transfer of the shares into the bank's name with exclusive voting rights exercisable without restriction; where contractual restraints exist banks must notify borrowers, substitute agreements removing such restraints or recall the advance if borrowers refuse. Composite securities must be segregated to apply share-specific rules; advances against partly paid shares require prior regulatory approval; voting by banks on pledged shares is restricted without prior authorization. Short-term broker-held shares and smaller advances are exempted to avoid operational hardship.

Personal guarantees for directors should be exceptional; lenders must seek undertakings barring any consideration received or paid.
Guidelines require that personal guarantees of directors should not be taken routinely and only where genuinely warranted after appraisal; when management quality, managerial stake, viability and satisfactory financial position are established guarantees are ordinarily unnecessary, including for widely held or professionally managed companies. Guarantees may be appropriate for closely held concerns, to ensure continuity or controlled management changes, for unsecured advances to lower-rated public companies, for subsidiaries or companies with unsatisfactory finances, and where interlocking of funds exists. Where guarantees are obtained, lenders must secure undertakings prohibiting payment or receipt of any commission, brokerage, fees or other consideration, and include this as a specific facility condition.

Disposal of company property: conveyancing or usufructuary mortgages can trigger restriction on board powers.
The Department clarifies that not all mortgages constitute a disposal of property triggering the statutory restriction: property not integral to the company's undertaking and not affecting business will not be treated as the undertaking. Mortgages that convey the charged property to the mortgagee (subject to equity of redemption) or usufructuary mortgages transferring effective control or possession should be deemed disposals and may attract the restriction, whereas assignable mortgages of the whole or substantially the whole undertaking do not necessarily engage it.

Register of contracts remains required where section 297 applies despite non-applicability of section 299, sustaining statutory obligation.
Section 301 requires maintenance of the register of contracts for contracts to which either of two related provisions applies; exemption of one provision does not ipso facto exempt section 301. The register must be maintained if the requirement of the remaining triggering provision is attracted, even though the other provision is not applicable.