“Governance designed by accident; becomes an incident”

I N S I D E T H I S I S S U E

1. STOP PRESS – Page No. 1

2. Update on POSH – Page No. 2

3. Important Compliances as per latest amendments to Companies Act, 2013 – Page No. 3

4. Heads Up on events that led to Heads Turn in July 2019 – Page No. 4 - 10

5. Corporate Development Judicial

Chandrakant Khaire v. Dr. Shantaram Kale & ORS [SC] – Page No. 11

Mel Windmills Pvt. Ltd. V. Mineral Enterprises Limited & ANR [NCLAT] – Page No. 12

6. From the Government –

Companies (Incorporation) Sixth Amendment Rules, 2019 – Page No. 13

7. Save our Earth – “Self-Filling Water Bottle” – Page No. 14

J Sundharesan & Associates Governance & Compliance Advisors

63/1, Makam Plaza, 3rd Floor, West Wing,

3rd Main Road, 18th Cross, Malleshwaram, Bengaluru - 560055 Phone: +91- 80 – 2344 0238/ 39,

Cell: +919880026296 www.jsundharesan.com

2019 – “Year of Conflicts” - Overtly or Covertly

“Governance designed by accident; becomes an incident”

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STOP PRESS

After getting clearance from both the houses, “The Companies (Amendment) Act, 2019” has

been notified in the Official Gazette dated July 31, 2019 after receiving assent from the

President.

The provisions of this Act, shall be deemed to have come into force on November 2, 2018

except sections 6, 7 and 8, clauses (i), (iii) and clause (iv) of section 14, sections 20 and 21,

section 31, sections 33, 34 and 35, sections 37 and 38, which shall come into force on such

date as the Central government may appoint, by notification in the Official Gazette.

“Governance designed by accident; becomes an incident”

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Update on POSH

In order to strengthen the mechanism and to protect the interest of the women, the state

Governments have recently issued a public notice on its website:

The Government of Telangana has launched a web portal under Women Development

and Child Welfare Department to register Internal Committee (IC).

Similarly, the Government of Maharashtra has issued an order to submit the details of

Internal Committee (IC) to the District Women & Child Development Officer.

These amendments have been introduced with the intent to protect the interest of the women.

MANDATORY REQUIREMENT FOR CONSTITUTION OF INTERNAL COMMITTEE AT

EVERY WORKPLACE

Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 (hereinafter referred to as the “Act”) states that every employer of a

workplace shall by an order in writing constitute a Committee to be known as the Internal

Committee. Provided that where the offices or administrative units of a workplace are located

at different places or divisional or sub-divisional level, the Internal Committee shall be

constituted at all administrative units or offices.

Further as per the provisions of the Act, every workplace with 10 or more workers are required

to constitute Internal Committee. In case there is no Internal committee constituted by the

company then, the workplace with less than 10 workers shall be governed under the Local

Complaints Committee constituted by a District Officer.

Note: “Workplace” includes any private sector organisation or a private venture, undertaking,

enterprise, institution, establishment, society, trust, non-governmental organisation, unit or

service provider carrying on commercial, professional, vocational, educational, entertain

mental, industrial, health services or financial activities including production, supply, sale,

distribution or service.

PENALTY: -

As per the provisions of Section 26 of the Act, where the employer fails to constitute an Internal

Committee under sub section (1) of Section 4 of the Act, he/she shall be punishable with fine

which may extend to fifty thousand rupees.

“Governance designed by accident; becomes an incident”

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IMPORTANT COMPLIANCES AS PER LATEST AMENDMENTS TO COMPANIES ACT, 2013

LIST OF COMPLIANCES FOR DIRECTORS

FORM NO. PURPOSE APPLICABILITY DUE DATE CERTIFICATION

INC 22A

ACTIVE

Active Status

Company

To all companies incorporated

before 31.12.2017

25.04.2019 Two Director and

PCS/PCA/Cost

Accountant

DIR 3 KYC DIN Approval Status

Directors

To all the directors having valid

DIN on or before 31.03.2019

30.04.2019 Director and

PCS/PCA/Cost

Accountant

MSME

FORM 1

Returns stating the

amount of payment

due to MSME

All the companies, who get

goods and services form

MSME + whose payment to

MSME exceeds 45 Days from

the date of acceptance or the

date of deemed acceptance of

goods or services.

ONE TIME:

Within 30 days from

deployment of Form on

MCA

HALF YEARLY:

For the period April to

September, last date is

31st October.

For the period October

to March, Last date is

30th April.

Director/CEO/CF

O/Company

Secretary

BEN 2 Return of Significant

Beneficial Owners in

shares.

All companies Within 30 days from

deployment of Form.

Director/CEO/CF

O/Company

Secretary

DPT 3 One Time Return of

Deposit

All companies except

Government companies

20.04.2019 Director/CEO/CF

O/Company

Secretary

INC 20A Declaration prior to

the commencement of

Business

All companies incorporated

after 02.11.2018

Within 180 days from

the date of

Incorporation

Director and

PCS/PCA/Cost

Accountant

NFRA 1 Notice to the Authority

by a Body Corporate

regarding its Auditor

As Prescribed Within 30 days from

deployment of Form.

Director and

PCS/PCA/Cost

Accountant

AOC 4 Financials All Companies Within 30 days of AGM Director and

PCS/PCA/Cost

Accountant

MGT 7 Annual Return All Companies Within 60 days of AGM Director and

PCS/PCA/Cost

Accountant

“Governance designed by accident; becomes an incident”

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HEADS UP ON EVENTS THAT LED TO HEADS TURN IN JULY 2019

79 investigations assigned to SFIO in last 3 years involving 594 companies:

As many as 79 investigations were assigned to the Serious Fraud Investigation Office (SFIO)

in the last three years wherein 594 companies were involved, the Parliament was informed

Monday. The government is aware of the growing corporate frauds reported during the last

three years and is taking actions against these frauds, Minister for Finance and Corporate

Affairs Nirmala Sitharaman said. Besides the 79 investigations that were assigned to SFIO,

256 investigations have also been assigned to Regional Directors (RDs)/Registrars of

Companies (RoCs) of Ministry of Corporate Affairs in the last three years, Sitharaman said in

a written reply to the Lok Sabha. She also noted that the Security and Exchange Board of India

(SEBI) has signed a memorandum of understanding (MoU) with Ministry of Corporate Affairs

(MCA) for exchange of data to curb white collar fraud. The MoU will enable sharing of specific

information like details of suspended companies, delisted companies, returns of allotment of

shares, audit reports relating to corporates. In addition to regular exchange of data, SEBI and

MCA will also exchange with each other, on request, any information available in their

respective databases, for the purpose of carrying out scrutiny, inspection, investigation and

prosecution. The Minister further noted that the Ministry of Corporate Affairs has initiated KYC

norms and 16,80,472 directors have complied with these norms. Sitharaman said Sebi has put

in place systems and practices to promote a safe, transparent and efficient market and to

protect market integrity. The systems and practices are reviewed continuously and modified to

meet emerging needs. "Sebi maintains constant vigil in the market and wherever any entity is

found to engage in any fraudulent activity it takes appropriate action against it," she said.

Source:https://m.economictimes.com/news/company/corporate-trends/79-investigations-

assigned-to-sfio-in-last-3-years-involving-594-companies/articleshow/70025895.cms

Learn & lead: Companies offer for women:

Women-specific learning and development (L&D) programmes - which enable them to ascend

the corporate ladder - are gaining momentum. Organisations have realised L&D modules

designed for women managers is the way to block leaky talent pipelines and encourage more

women to take up leadership roles. An overwhelming majority of companies - 96% - agreed in

a JobsFor-Her survey that such L&D programmes enabled women to grow within the

organisation, while 84% said these had contributed significantly to growing their female

leadership talent pool. Such programmes also helped curb attrition levels among female

employees. More than 59% of over 300 companies said they run women-specific L&D

programmes. A majority (79%) of large enterprises said they are leading the way in

“Governance designed by accident; becomes an incident”

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implementing L&D programmes, especially for women employees, followed by 38% SMEs and

46% startups. Neha Bagaria, founder & CEO of JobsForHer, a platform that enables women

to get back to work, said, “These programmes are different from general L&D programmes in

that they are developed specifically keeping women’s requirements in mind. Topics such as

time management, guilt management, fear management, etc, are covered through these

programmes. They also include leadership training programmes for women because, even

though they are natural-born leaders, women remain dramatically under-represented in most

leadership areas.” Bagaria said organisations need the best leaders possible to succeed and

grow, which cannot happen when women are constantly overlooked or self-opt out of

leadership positions. Women-specific L&D programmes provide opportunities for female

employees to seek out assignments, such as taking on high-visibility projects and volunteering

for new opportunities when they become available.

At JDA, a leading supply chain provider, the women in a leadership programme helped

emerging female leaders to fast-track their development and organisational awareness to

larger opportunities across the company. Sindhu Aravindakshan, senior director (HR) at JDA

Software, said, “Out of the 20 women who underwent a year long journey that comprised

professional connect, coaching, networking and learning, 70% qualified for senior roles such

as directors and senior directors as positions opened up. The recent cohort of 20 women went

through an enhanced version of the programme, which had academic and industry connect as

part of the overall curriculum. In all, the programme has helped them build confidence, focus

on their career in a more planned and structured manner, and connect with each other and

take support when needed.” Women-specific L&D programmes are developed to identify high-

performing leaders and provide them with an accelerated development for key opportunities.

Given that they are under-represented in the manufacturing sector, JSW Group has adopted

a differentiated approach to recruiting, retaining and advancing women in the organisation. The

organisation has initiated 'JSW Springboard' — exclusively curated to help women employees

develop their leadership skills through learning various concepts and understanding self-

potential to enhance business acumen. JSW has identified 90 high-potential women

employees under this initiative to groom them for leadership development.

Source:https://timesofindia.indiatimes.com/business/india-business/learn-lead-cos-offer-for-

women/articleshow/70252270.cms

“Governance designed by accident; becomes an incident”

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NCLT Mumbai asked to pass order on insolvency plea against 15 Videocon group

companies in 3 weeks:

The National Company Law Appellate Tribunal (NCLAT) has directed the Mumbai bench of

the NCLT to pass an order over the insolvency plea against 15 Videocon group companies

within next three weeks. The NCLAT said that taking into consideration the nature of the matter,

the National Company Law Tribunal (NCLT) Mumbai should pass an order within three weeks

over the insolvency plea filed by banks. The NCLAT order came over the plea filed by the

lenders, led by SBI and the Resolution Professional of the company. The lenders had pleaded

that the NCLT was yet to pronounce its judgement even as it reserved an order after the

completion of arguments in January 2019. Observing that arguments in the matter have

already been completed, a three-member NCLAT bench headed by Chairman Justice S J

Mukhopadhaya asked the lenders to inform it, if the NCLT does not pronounce its order within

three weeks timeframe. “In the facts and circumstances consideration of process of 15

companies has already been raised and argued. Taking into consideration the nature of the

matter, we direct the Adjudicating Authority (NCLT), Mumbai Bench to pronounce its judgment

on an early date preferably within three weeks...,” said NCLAT. The appellate tribunal further

said that it appears that even on April 16, 2019, when the matter was listed, order has not been

pronounced. “If it is not pronounced within three weeks, the parties may bring this fact to the

notice of this Appellate Tribunal,” said NCLAT in its order on July 4. The lenders informed the

NCLAT that arguments have already been completed at the NCLT on January 25, 2019, and

an order has been reserved and no judgement has been delivered till date. According to them,

the fate of 15 companies is not decided because no order has been passed in the case. The

Videocon group companies owes over Rs 90,000 crore to a consortium of banks led by SBI.

Source:https://www.thehindubusinessline.com/companies/nclt-mumbai-asked-to-pass-order-

on-insolvency-plea-against-15-videocon-group-companies-in-3-weeks/article28312270.ece

PNB fraud case: ED attaches Mehul Choksi’s assets worth Rs 24.77 cr

The ED on Thursday said it has attached assets worth Rs 24.77 crore in India and abroad of

fugitive diamond jeweller Mehul Choksi, accused in the over Rs 13,000 crore PNB loan fraud

and money laundering case. The attached properties include three commercial assets based

in Dubai, a Mercedes Benz car and a number of fixed deposits in bank accounts in the country

and outside, the agency said. The total value of the attached properties is Rs 24.77 crore, it

said. According to the statement, a provisional order under the Prevention of Money

Laundering Act (PMLA) has been issued, the Enforcement Directorate said in a statement. Out

of the total proceeds of crime worth Rs 6,097.73 crore, the ED has attached and seized

properties worth Rs 2,534.7 crore, including this attachment, it said.

“Governance designed by accident; becomes an incident”

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Choksi, diamantaire Nirav Modi and others are being investigated by the ED and other probe

agencies in the bank fraud case. The fraud came to light early last year after a complaint by

the PNB that they allegedly cheated it to the tune of over Rs 13,000 crore, with the purported

involvement of a few employees of the bank. The CBI and the ED have registered two FIRs

each to probe the case. Both Choksi and his nephew Modi left the country before criminal

cases were lodged against them. Choksi is at present based in the Caribbean nation of Antigua.

India has sought his extradition from that country and an Interpol arrest warrant has also been

issued against him.

Source:https://www.thehindubusinessline.com/money-and-banking/bank-fraud-case-ed-

attaches-mehul-choksis-assets-worth-248-cr/article28383934.ece

SEBI raises the exit barrier for auditors:

As part of its efforts to rid Corporate India of scams and frauds fuelled by financial opaqueness,

SEBI is turning up the heat on auditors by making them more accountable. Financial auditors

of a company will now not be able to casually resign without finalising the audit report for the

full year if they have signed previous quarterly reports. Besides, the auditors will have to

provide proper reason for resignation and would have to state if the company was not sharing

proper financial numbers for audit purpose. All these proposals are part of a consultation paper

that SEBI put out on Thursday for public comments. This comes amid a spate of exits by

auditing companies. Recently, BSR & Associates, part of global accounting firm KPMG’s

network in India, had resigned as an auditor of IL&FS Financial Services, which is being probed

for alleged financial irregularities. PwC too had resigned as the auditor of Reliance Capital and

Reliance Home Finance and Deloitte Haskins and Sells LLP had tendered resignation as the

auditor of Fortis Healthcare. Enhancing public disclosures: “The changes proposed will

certainly help in enhancing public disclosures required in case of resignation by auditors,” said

Moin Ladha, Partner, Khaitan & Co. “It will also lay down a procedure in case the auditors’

resignation is triggered by significant concerns about a company.” SEBI has proposed that if

an audit firm of a listed entity proposes to resign and has signed the audit report for all the

quarters of a financial year, except the last quarter, then it shall finalise the audit report for the

said financial year before such resignation. In all other cases, the auditor shall issue limited

review/audit report for that quarter before such resignation (i.e. previous quarter in reference

to the date of resignation). SEBI has also come out with a proposal on strengthening and

clarifying the role of the audit committees.

“Governance designed by accident; becomes an incident”

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Detailed reasons for the resignation, a declaration by the auditor that there are no other

material reasons other than those provided, and in case of any concerns, efforts made by the

auditor prior to resignation need to be compulsorily mentioned in the prescribed format. If

information is not furnished by the company, the auditor has to provide details on the

information requested, reason for the inability to provide the information, assessment of the

severity of the information, etc. In case of concerns about the management such as its non-

cooperation, the auditor shall approach the chairman of the Audit Committee directly and

immediately. “This will stop rampant resignation and prevent auditors from escaping from their

responsibilities at the last moment,” said Deepika Sawhney, Partner, Corporate Professionals.

“These suggested norms are fairly timely in as much as they have been issued in the backdrop

of number of resignations from statutory auditors of the prominent companies that were in midst

of financial scams and were facing corporate governance issues. The proposed guidelines

indicate that such cases would be scrutinised more closely by regulators and will require

significantly enhanced disclosures to the investors,” said Vaibhav Kakkar, Partner, L&L

Partners

Source:https://www.thehindubusinessline.com/markets/stock-markets/sebi-raises-the-exit-

barrier-for-auditors/article28564270.ece?homepage=true

CSR at gunpoint:

In a clutch of new amendments to the Companies Act, the NDA government has sought to

tighten the screws on the CSR obligations of India Inc. The amendments approved by the

Cabinet seek to convert the soft provision under section 135, which requires companies to

have a Corporate Social Responsibility (CSR) policy overseen by their boards, into a hard-line

statutory requirement. Under current law, companies meeting certain financial thresholds are

required to constitute an internal CSR committee which formulates policies to ensure that 2 per

cent of average profits are spent on CSR. On failure to spend this amount, the board owes an

explanation in the annual report. The amended law, in contrast, requires companies to

sequester 2 per cent of their profits towards CSR, with unspent balances appropriated to the

Central coffers if unspent for three years. Companies will also be penalised for slip-ups in

spending this quota and the Centre can ‘direct’ them to spend it. The amendments are

retrograde on several counts. A company’s profits belong to its shareholders and there’s no

reason why a for-profit private enterprise should be expected to be good at executing social

projects, which is the remit of the elected government. This is indeed why CSR was brought in

as a self-regulatory provision.

“Governance designed by accident; becomes an incident”

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Even if the government expects companies to chip in with its welfare efforts, subjecting their

CSR obligations to a yearly quota and a short three-year deadline is counter-productive.

Companies taking up genuine projects deserve time to thrash out the most cost-efficient mode

of delivering social impact. Those that have no genuine intent merely use the annual quota for

tokenism and diversion. As to the large unspent amounts reported by companies, the Centre

needs to introspect if it has imposed one too many arbitrary conditions. Apart from a restrictive

list of items under Schedule VII which are considered as ‘eligible’ CSR, the rules cap CSR

overheads at 5 per cent, discourage employee volunteering and disallow CSR spending as

business expenses. Revisiting some of these unnecessary rules may help in better

compliance. The government should also realise that, even as it seeks to hold companies

accountable to a high bar on CSR, its own track record in utilising its myriad cesses is nothing

to write home about. While there’s no disagreement with the belief that private enterprises

ought to be more socially responsible, India Inc can render a far greater service to society by

being compliant with tax laws, not cutting corners on labour or environmental laws, paying its

MSME dues on time and treating its lenders and shareholders fairly. The government already

takes its pound of flesh from India Inc by way of the highest corporate tax rate in the world and

there’s no justification for more back-door levies. The global wave towards ESG investing is

mounting pressure for companies to be more socially responsible; the government must do its

best to encourage this trend in India.

Source:https://www.thehindubusinessline.com/opinion/editorial/csr-at-

gunpoint/article28712749.ece?homepage=true

I-T Dept: Siddhartha and his firms owe ₹650 crore in taxes:

Income Tax Department has said that VG Siddhartha and his firm Coffee Day Enterprises owe

nearly ₹ 650 crore in tax and shares were attached to protect the revenue. The Department

reacted to the letter purpotedly written by the missing founder of Café Coffee Day chain. In a

letter dated July 27 to the Board of Directors of his company and Coffee Day family, Siddhartha

had written, “There was lot of harassment from the previous DG (Director General), Income

tax in the form of attaching our shares on two separate occasions to block out Mindtree deal

and then taking position of our coffee day shares, although the revised returns have been filed

by us. This was very unfair and has led to a serious liquidity crunch.” Siddhartha is missing

from Sunday night. In a rather strong statement the Tax Department questioned the

authenticity of the letter. Also, it said that signature was different from that in annual reports.

“Governance designed by accident; becomes an incident”

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The Department also gave the sequence of events which led to attachment of Coffee Day

Enterprises shares. “The provisional attachment was made to protect the interest of revenue

out of the income admitted by assessees (Siddhartha and Coffee Day Enterprises) based on

credible evidence gathered in search action,” the Department said while reaffirming the fact

that it acted as per provision of law. The chain of events started with the investigation in the

case of Siddhartha and Café Coffee day with searches in the case of a prominent political

leader of Karnataka. “In the search action, after considering evidence gathered by the

department, Siddhartha admitted the unaccounted income of ₹362.11 crore and ₹118.02 crore,

in the hands of Siddhartha and Coffee Day Enterprises in the sworn statement,” the

Department said while adding that Income Tax return was filed but did not mention the

undisclosed income as admitted in the sworn statement in both the cases except the sum of ₹

35 crore in his individual cases. Based on newspaper reports and on its verification, taxmen

came to know that Siddhartha and his two firms – Coffee Day Enterprises and Coffee Day

Trading planning to sell their holding in Mindtree Limited. “The tax effect along with interest

and penalty based on the outcome of the search action runs to hundreds of crores. On the

other hand, there was no application filed by the assessees concerned before the assessing

officer as required under the statutory provision before transferring any assets when the

income tax proceedings are pending,” the Department said.

Taxmen attached the shares of Mindtree owned by Siddhartha and his firm, An offer was made

by Siddhartha to release Mindtree shares against the security of shares of Coffee Day

Enterprises. This was accepted by the Income Tax Department on a condition that the sale

proceed will be deposited in an escrow account which will be used to repay the loan and tax

liability. Share sales of Mindtree fetched around ₹3,200 crore. Siddhartha repaid a loan of ₹

3000 crore. Some amount used to bear the transfer cost of shares and balance of ₹46 crore

was paid towards the first instalment of Advance Tax of estimated MAT (Minimum Alternative

Tax) liability in the case of shares of Coffee Day Enterprises. “As against the balance MAT

liability of ₹250 crore and tax liability arising based on search findings to the tune of

approximately ₹400 crore, the provisional attachment made by the department is less than 40

per cent of the likely tax liability,” the Department said while shrugging off the allegation of tax

terrorism.

Source:https://www.thehindubusinessline.com/news/i-t-dept-v-g-siddhartha-accepted-

holding-blackmoney-disputes-his-signature-on-letter/article28761574.ece?homepage=true

“Governance designed by accident; becomes an incident”

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CORPORATE DEVELOPMENT JUDICIAL

Facts: This special leave petition is directed against the judgment and order of the High Court

of Bombay upholding the election of respondents nos. 1 and 2 Dr. Shantaram Kale and Takiqui

Hassan as Mayor and Deputy Mayor respectively, and respondents nos. 3-8 as Members of

the Standing Committee at the first meeting of the Aurangabad Municipal Corporation held on

May 6, 1988 at 2 p.m. The issue involved is whether the first meeting of the Corporation called

for that day at 2.45 p.m. by the Municipal Commissioner, respondent no. 9, who presided over

the meeting, was adjourned for the day or adjourned sine die and therefore had to be called

on some subsequent date to be fixed by him and thus necessitated the giving of seven days’

clear notice as required under the Rules framed under s. 453 of the Bombay Provincial

Municipal Corporation Act, 1949.

The facts were that the Municipal Commissioner who presided over the meeting, was

constrained to adjourn the meeting at 2.45 p.m. when some of the Councillors led by the

petitioner, went inside the booth and forcibly removed the ballot boxes and sat upon them to

prevent casting of any votes, giving rise to commotion and pandemonium. As the situation was

going out of control and it was not possible to conduct the election at the moment of time and

therefore the Commissioner announced that the meeting is adjourned and that the time of the

meeting would be announced soon once the Councillors restore peace. As the situation further

deteriorated, District Magistrate came and appealed to restore peace. Thereafter the

Councillors were calmed down and the order was restored. On the peace being restored both

the District Magistrate and the S.P. left the house at 3.45 p.m. the Commissioner announced

on the mike that meeting would continue, and election would be held at 4.30 p.m. Core issue

involved is whether the meeting was adjourned ‘sine die’ or ‘for the day’ or the meeting was

‘suspended for some time’ and to be re-commenced on the same day.

Case law Chandrakant Khaire v. Dr. Shantaram Kale & ORS [SC]

Decided on July 29, 1988

Legislation

Equivalent citations: 1988 AIR 1665; 1988 SCR Supl. (1) 725; (1988) 65

Comp Cas 121; 1988 SCC (4) 577; JT 1988 (3)175; 1988 SCALE (2)103;

(1989) 1 CLA 142

Brief facts

Meetings- general principles- adjournment- duration thereof disorder in the

house- power of the chairman to adjourn the meeting- Supreme Court

explains the concept.

“Governance designed by accident; becomes an incident”

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Decision: Petition dismissed.

Source: https://indiankanoon.org/doc/770368/

Facts: These appeals arise out of common order passed by the NCLT Bengaluru Bench

(hereinafter referred to as ‘Tribunal’) by virtue whereof the Tribunal declined to sanction the

scheme of demerger on the ground that several issues were pending finalization and certain

investigations were pending in relation to the business of the demerged company. However,

liberty was granted to file afresh after the pending investigations are disposed of. Since, the

parties and subject matter are common, all the three appeals were heard together and are

proposed to be disposed of by a common judgment. Admittedly, the Demerged Company in

para IV (h) of its application disclosed the factum of pendency of certain proceedings in relation

to the mining business of the Demerged Company which on clarification turned out to be

investigations registered arising out of charge sheet lodged by Special Investigation Team,

wherein proceedings are stated to have been stayed by Hon’ble High Court of Karnataka.

According to Appellants the said proceedings have no bearing and cannot be an impediment

in considering approval of the scheme of demerger.

Decision: Appeals allowed.

Source: https://nclat.nic.in/Useradmin/upload/7167995385ceba0f1f079b.pdf

Case law MEL Windmills Pvt. Ltd. V. Mineral Enterprises Limited & ANR [NCLAT]

Decided on May 27, 2019

Legislation Companies Act,2013- section 230

Brief facts

Merger and amalgamation investigations pending against one of the

merging companies- NCLT rejected the scheme- whether correct-Held,

No.

“Governance designed by accident; becomes an incident”

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FROM THE GOVERNMENT

Companies (Incorporation) Sixth Amendment Rules, 2019

In exercise of the powers conferred by sub-sections (1) and (2) of Section 469 of the

Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules

further to amend the Companies (Incorporation) Rules, 2014, namely: —

1. Short title and Commencement. —

(1) These rules may be called the Companies (Incorporation) Sixth

Amendment Rules, 2019.

(2) They shall come into force with effect from 15th August 2019.

2. In the Companies (Incorporation) Rules, 2014 (herein after referred to as the said rules), in

rule 19, —

(i) in sub-rule (1), for the words, letters and figures “Form No.INC.12”, the words, letters and

figures “Form INC-32 (SPICe)” shall be substituted.

(ii) in sub-rule (3),

(a) in clause (a), for the words “the draft memorandum”, the words “the memorandum” shall be

substituted;

(b) in clause (b), for the words “the draft memorandum”, the words “the memorandum” shall be

substituted;

3. In the Annexure to the said rules, —

(i) in Form No.INC-11, in the heading, after the words and figures “sub-section (2) of section

7”, the words and figures “and sub-section (1) of section 8” shall be inserted.

Source:https://taxguru.in/company-law/companies-incorporation-sixth-amendment-rules-

2019.html

“Governance designed by accident; becomes an incident”

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SAVE OUR ENVIRONMENT

“Self-Filling Water Bottle”

A new self-filling water bottle has been invented that can not only serve as a nifty device for long bike

tours and races but could also offer a new method of freshwater collection in parts of the world where

groundwater sources are hard to come by. Developed by industrial designer Kristof Retezar from

Austria’s University of Applied Arts, the new device - called the ‘Fontus’ - works best in humid weather,

which allows it to condense the moisture in the air into safe, fresh drinking water. Experiments have

shown that under the right weather conditions, it can produce 0.5 Litres of water in just under an hour.

"My goal was to create a small, compact and self-sufficient device able to absorb humid air, separate

water molecules from air molecules and store water in liquid form in a bottle,” says Retezar at the James

Dyson Award website. Retezar says he was inspired to invent the device as something that could be

beneficial to some of the 2 billion people in more than 40 countries that live in regions where clean and

safe sources of water are scarce. According to the UN, by the year 2030, 47 percent of our global

population will be living in areas of high-water stress. So, he decided to take a 2,000-year-old technology

- ancient civilisations from Asia and Central America were some of the first to employ it - that taps into

some of the 13,000 kilometres cubed of fresh water held in the Earth’s atmosphere.

In order to achieve condensation, one must cool hot, humid air down. The device has a small cooler

installed in its centre called Peltier Element. This cooler is divided in two: When powered by electricity,

the upper side cools down and the bottom side gets hot. The more you cool the hot side down, the colder

the upper side will get. Consequently, these two sides are separated and isolated from each other. The

air enters the bottom chamber at a high speed when moving forward with the bike and cools the hot side

down. Moreover, when the air enters the upper chamber it is stopped by little walls perforated non-

linearly, reducing its speed in order to give the air the needed time to lose its water molecules. Once the

water molecules have been extracted, the droplets flow through a pipe and accumulate in a bottle. This

bottle can be easily loosened from its holder for drinking, and any kind of PET 0.5 L bottle will fit. The

Fontus has been entered into the James Dyson Award, which is an annual, international design

competition, and a win could provide Retezar with the capital to jettison his design to the market.

Source:https://www.sciencealert.com/new-self-filling-water-bottle-harvests-drinking-water-from-the-air

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