Exemption under section 620 limited to prospective cases; existing government companies cannot be reconverted to private status.
Several government companies became public companies by operation of the turnover criterion in sub section (1A) of section 43A. Representations for exemption under section 620 were considered; legal advice indicates exemptions can be granted prospectively but cannot be applied retrospectively to reconvert companies already treated as public. The Department of Company Affairs has granted and is considering other exemptions to lessen operational burdens on government companies.

Prescribed fees govern certified copies from official liquidators; applicants must follow applicable rules on stamps and paper.
Applications for certified copies or extracts from official liquidators are governed by the prescribed charges and prescribed fees scheme; where the Companies (Court) Rules do not prescribe fees, the applicable court rules in analogous proceedings control. Each official liquidator must follow the procedural rules of the court to which the office is attached regarding court fee stamps and the requirement to supply copies on non judicial paper.

Applicability of sections 149 and 165: public companies registered under Part IX remain subject to those statutory requirements.
Under section 578(1) all provisions of the Act apply to companies registered under Part IX subject to the exceptions listed in clauses (a)-(g); accordingly, sections 149 and 165 are fully applicable to public companies registered under Part IX and such companies must comply with the duties and governance requirements set out in those sections.

Inspection powers allow officers to obtain records of company joint ventures with non-company bodies under expanded document access.
An inspecting officer may, under the expanded inspection power authorizing access to 'the books of account and other books and papers of every company', require information and documents relating to a company's joint ventures with bodies that are not companies; the earlier phrase confined to 'books of account of every company' was limited to records a company is required to maintain and did not by itself extend to joint venture documents.

Annual return applicability to foreign companies limited where no Indian share capital and all shareholders resident abroad.
The Department's clarified position is that the provisions of section 159 do not apply to a foreign company which does not hold any share capital in India and whose shareholders are non Indian and resident outside India.

Board power to expel members declared ultra vires, as such clauses contravene member rights and company law.
An amendment empowering the board to expel a member is ultra vires and void because it conflicts with members' statutory rights, undermines governmental and judicial remedial powers, violates principles of natural justice, and is unlawful under public policy and contract law; Supreme Court principles on admission apply more strongly to expulsion, rendering such a management driven expulsion clause invalid.

Reconversion into private company allowed when controlling shareholding declines or turnover falls below statutory threshold, subject to section 43A compliance.
Provisions under section 43A mandate that a private company becomes a public company when specified conditions are met and requires compliance with statutory procedures within a three month period. If the former private shareholder's holding later falls below the prescribed shareholding threshold or the company's average turnover falls below the statutory threshold, the company may reconvert into a private company by complying with the reconversion procedure set out in the statutory provision.

Advertisement registration requirement: company advertisements must be delivered to the Registrar and signed by directors before issue.
Rule 4(4) requires that no company advertisement relating to public deposits be issued unless, on or before its date of issue, a copy signed by every person named as a director is delivered to the Registrar for registration; compliance is sufficient where the advertisement is signed by every director or by an agent authorised in writing to sign for a director.

Branch audit exclusion clarifies that branch and foreign company audits do not count toward the specified audit limit.
Branch auditors appointed under section 228 audit only the particular branch and report to the company auditor; they do not equate to company auditors who report on the company's accounts as a whole, and thus branch audits are excluded from the specified audit-number. Audits of Indian business accounts of foreign companies are also excluded because foreign companies lie outside the definition of "company" for section 224, and therefore such audits are not to be included within the specified limit in Explanation I to sub section (1C).

Intimation to Registrar: auditor may send a letter; Registrar need not register or charge fee.
The Department's view is that no statutory form is prescribed for the intimation to the Registrar under the provision; a letter to the Registrar suffices, the Registrar need not register the intimation and no fee is payable, and the intimation should be kept in a separate auditor-wise folder in the Registrar's records.

Restrictions on appointment of former managing agents require inspections to verify genuine technical services and commensurate remuneration.
Inspections under Section 209A must include detailed examination of documents relating to appointments of former managing agents to verify that companies genuinely required and actually received the stated technical or managerial services, that appointed parties have adequate personnel to render meaningful services, and that remuneration is commensurate with services rendered; prior approval of the company in general meeting and of the Central Government is required for such appointments.

Appointment to an office or place of profit without required approval breaches law and may be void with prosecution risk.
Appointment of a firm or body corporate under a contract terminable at will and made without Central Government approval contravenes section 204(1), attracts prosecution under section 629A, and should be treated as void under section 23 of the Indian Contract Act, with companies required to recover remuneration paid.

Turnover criterion triggers deemed public company status when a company's accounting years show the prescribed average turnover.
Deemed public company status under the turnover criterion is determined by the company's accounting years and the availability of those accounts to the board, not by procedural formalities such as audited statements or holding an annual general meeting; the definition of financial year applies only where context permits, and the test is whether the board can ascertain from the accounts of the relevant accounting years that the turnover requirement is met.

Consolidation of share capital requires court confirmation as an arrangement before changes are reflected in company accounts.
Consolidation of equity and redeemable preference share capital and division of the consolidated capital into smaller denomination equity shares are not covered by the specified statutory clause and do not require the prescribed forms; instead, such a reorganisation is an arrangement that must be sanctioned by the court under section 391, and the change may be reflected in the balance sheet only after High Court confirmation, with any later increase in authorised capital effected thereafter.

Failure to provide for taxation and proposed dividends constitutes not showing a true and fair view in company accounts.
Omission to provide for taxation and for proposed dividends in company accounts results in accounts that do not show a true and fair view of the state of affairs; the department affirms such omission undermines accuracy of the reported financial position.

Government approval for director employment contracts required upon modification or renewal under the proviso to section 297, with exceptions.
Contracts entered into before 1 2 1975 do not require approval under the proviso to sub section (1) of section 297, but any modification or renewal after the original period will require Central Government approval under that proviso; approval is necessary for all transactions within the proviso except those excluded by sub section (2) of section 297, and this applies to contracts of employment of a director as managing director in companies meeting the paid up capital threshold.

Advertisement validity under Companies (Acceptance of Deposits) Rules: remains through the financial year; prior profits and dividend disclosures required.
An advertisement for soliciting deposits issued during a company's financial year remains effective until the close of that financial year, allowing receipt of deposits through that period. Any such advertisement must disclose the company's profits and dividend figures for the financial years immediately preceding the date of the advertisement as required by the Rules.

Tax clearance affidavit permitted when certificate unavailable, with official liquidator to verify with tax authorities if doubts arise.
If income tax or sales tax clearance certificates cannot be furnished but there are no other objections, the official liquidator may obtain an affidavit from the voluntary liquidator stating the company does not owe income tax or sales tax; if the official liquidator has doubts before submission of his report, he should refer the matter to the concerned tax authority or income tax officer to ascertain the position and decide the course of action.

Statutory auditor appointment: government controlled companies require appointment via designated authority on audit office advice.
Statutory auditors of government owned or controlled companies must be appointed or reappointed by the Company Law Board on the advice of the Comptroller and Auditor General; compliance with this requirement is the responsibility of the companies. Auditors proposed under the general appointment provision must confirm that the company lies outside the special statutory ambit before acceptance. Any appointment or reappointment made by the company under the general provision for a company within the special regime is void ab initio.

Deemed public company status: existing director tenure survives; future appointments and remuneration need Central Government approval.
Becoming a deemed public company under section 43A does not invalidate existing managing or whole time director appointments and Central Government approval is required only at the next appointment; indefinite appointments are treated as having a fixed tenure commencing on the date of deemed public status. If profits are inadequate, minimum remuneration requires prior Central Government approval applied for within a reasonable time. Excess loans, advances or guarantees must be recovered or withdrawn within a remedial period from the date of deemed public company status.