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    Circulars
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    Circular : No. 35/6/68‑CL‑III, dated 18‑11‑1969. Subject:-Appointment of auditors other than retiring auditors ‑ Non‑forwarding of notice to retiring auditors ‑ Consequence of The effect of non‑forwarding of notice under section 225(2) to the retiring auditors has been examined by the Company Law Bo
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    Failure to notify retiring auditors renders auditor appointment resolutions illegal and may amount to professional misconduct.
    Non forwarding of the special notice for appointing or removing auditors renders the resolution illegal and ineffective. The statutory framework mandates sending the notice to the company and a copy to the retiring auditor, allowing written representations and circulation to members; strict compliance is required and contravention exposes the company to penalties. Additionally, a new chartered accountant accepting appointment without written communication with the retiring auditor or without verifying compliance with the notice obligation may be deemed guilty of professional misconduct under the professional schedule.
    Whether provision for bonus should be made in accounts of the year for which bonus is payable
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    Provision for bonus should be recognised in the year it accrues, charged against profit with adjustments next year.
    A provision for bonus must be recognised in the accounts of the year to which the bonus relates, as a charge on profit so the reported profit gives a true and fair view. Differences between the provision and the subsequent payment should be adjusted in the following year-either in the appropriation account or in the profit and loss account-with a note that the adjustment relates to the preceding year.
    Approval under the sub‑section is necessary only if a relative is appointed in some capacity other than a whole‑time or managing director
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    Approval under section 314(1B) required only for relatives appointed other than as whole time or managing directors.
    Approval under section 314(1B) is required only when a relative is appointed in a capacity other than as a whole time or managing director; appointments of relatives as whole time or managing directors are outside that approval requirement, provided the office is not treated as an office or place of profit beyond the managing or whole time director remuneration. Central Government approval under section 269 is required for appointment of a whole time director unless the conditions of Schedule XIII are satisfied.
    Amalgamation ‑ Power to make representation to High Court in response to notice given to Central Government
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    Amalgamation representation: parties may submit representations to government before sanction under merger provisions in statutory procedure.
    Court sanction is required for compromise or arrangement schemes that effect reconstruction, amalgamation or transfer of undertakings, and the court must give notice to the Central Government and consider its representations; the circular states that the power to make such Government representations, earlier exercised by the Company Law Board, is delegated to the Regional Directors, Company Law Board.

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