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    Resignation of a director not communicated to Registrar by company ‑ Whether Registrar should act upon communication received from director
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    Director resignation communication: Registrar should enquire and refrain from prosecution when resignation is bona fide despite no company notification.
    Where a director has purportedly resigned but the company has failed to notify the Registrar, the Registrar who receives a communication from the director should enquire into the genuineness of the resignation and, if satisfied that the director has bona fide resigned, should not commence prosecution against the director even if the company has not accepted or notified the resignation.
    Charges - Registration/Modification of ‑ Solution to certain problems arising out of registration/modification of charges provided
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    Registration of charges: file Form 8 for fresh charges, Form 14 where existing charge terms or ranking are modified.
    Filing obligations depend on whether a transaction creates a fresh charge or modifies an existing one. A new independent charge or a further charge that leaves prior charge terms unchanged requires filing in Form No. 8. Transactions that change the nature, extent, ranking or operative terms of an existing charge - including re mortgage creating pari passu ranking or adding additional security for an existing loan - require filing particulars of the modification in Form No. 14. Concurrent fresh charges and modifications require both forms as applicable.
    Voluntary ‑ Winding up ‑ Declaration of solvency ‑ Effect of non‑filing of declaration of solvency on voluntary winding up
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    Declaration of solvency: failure to file prevents members' voluntary winding up and may render the resolution void.
    Failure to file a declaration of solvency prevents a members' voluntary winding up; any liquidator appointment or actions under that regime are void. The company must follow the alternative winding up procedure applicable when no declaration is filed, and noncompliance renders proceedings void ab initio and may attract statutory penalties. If no declaration is filed and no creditors' meeting is convened despite alleged absence of creditors, the resolution is void and a fresh resolution compliant with the declaration requirement is necessary before treating the company as in liquidation.
    Dissolution - Weeding out defunct companies - Policy followed by Department in striking off name of company
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    Striking off defunct companies requires sending copy of the statutory strike off notice to income tax authorities.
    An administrative policy under the Companies Law requires the Department to strike off defunct companies from the register and to send a copy of the statutory strike off notice to income tax authorities so that tax administration is informed and any tax implications can be monitored.
    Provisions applicable to every mode of winding up ‑ Endorsement by Registrar on documents at the time of making payment
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    Endorsement by Registrar required on original documents when making payments from Companies Liquidation Account.
    The Registrar must endorse the original documents produced by parties at the time payment is made from the Companies Liquidation Account, ensuring contemporaneous certification of disbursement and administrative control over liquidation payments.
    Provisions applicable to every mode of winding up ‑ Payment to claimant resident in India whether Indian or foreign national ‑ Whether to be made by rupee cheques
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    Payments to resident claimants by rupee cheque allowed without Reserve Bank clearance; nonresident remittances need authorised bank and permits.
    Payments from a company's Liquidation Account to claimants resident in India, whether Indian or foreign nationals, shall be made by rupee cheque without referring to the Reserve Bank of India; remittances to claimants outside India must be effected through banks authorised to deal in foreign exchange after obtaining necessary exchange control permits, and payments permitted where a bank has issued an exchange control certificate authorising non resident account arrangements.
    Increase in director’s remuneration requires Government sanction ‑ Director rendering services ordinarily expected to be rendered by him ‑ Whether remuneration paid for services required approval of Central Government
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    Government approval for director remuneration required before payment; retrospective validation generally refused absent exceptional delay.
    Increase in director remuneration or payments effectively for duties ordinarily expected of a director require prior Government approval; reasonable reimbursement of expenses is allowed. Professional fees for services beyond ordinary directoral duties may differ, but any payment overlapping directoral functions needs sanction. Companies must obtain approval before paying remuneration or effecting appointments, as retrospective validation will generally be refused absent unavoidable delay.
    Cost of production and cost of acquiring distribution rights- Amortisation of.
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    Amortisation of film production and distribution rights: avoid mechanical application of standard percentage formula to prevent tax evasion.
    The substituted guidance to the 1951 Circular cautions that mechanically applying percentages in the standard formula for amortisation of film production and distribution-rights costs, irrespective of the timing of purchase or release, is incorrect and may facilitate tax evasion; apportionment must account for the point in time of acquisition or exhibition.

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      Cost of production and cost of acquiring distribution rights- Amortisation of.

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      Amortisation of film production and distribution rights: avoid mechanical application of standard percentage formula to prevent tax evasion.
      The substituted guidance to the 1951 Circular cautions that mechanically applying percentages in the standard formula for amortisation of film production ... Summary

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      ActsIncome Tax