Filing fee exemption affirmed for companies furnishing statements and shareholders claiming unpaid dividends before the registrar.
Companies furnishing a statement to enable the Registrar to verify subsequent shareholder claims do not incur a filing fee because they are not filing a document but providing information the Registrar retains for guidance; the Registrar does not record or file that statement and thus does not render a service that justifies charging a fee, and shareholder applicants claiming unpaid dividends likewise are not required to pay a filing fee.

Satisfaction of charge filing deadline now runs from the bank's intimation letter, changing the commencement rule.
The Department clarifies that, for filings of satisfaction of charge involving banks, the thirty day period for filing with the Registrar of Companies is to be counted from the date the bank issues its letter to the company notifying satisfaction of the charge, thereby revising the earlier understanding of when the statutory period commences.

Directors' duty to address auditors' reservations - board must reconvene to record explanations when remarks arrive late.
Directors must provide explanations to reservations, qualifications or adverse remarks in the auditors' report as an addendum to the board's report. If the auditors' remarks were not available when the board approved the accounts, the board must reconvene to consider those remarks and record its explanations in a supplementary entry to the directors' report; auditors and the board are expected to cooperate to enable timely consideration.

Auditor certification requirement: public deposit returns must be certified by the company auditor before Registrar submission.
The return of public deposits for the year ending March 31, 1978 falls due between April 1 and June 30, 1978; because the auditor certification requirement became effective April 1, 1978, that return must be certified by the company's auditor before submission to the Registrar of Companies.

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.