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CS NEWS – INSIDE THIS EDITION 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 2018 “Year of Ethics”. To Preach or Practice Initiative by J Sundharesan C S NEWS C onnecting S tatutes 2018
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Page 1: CS News January 2018 - J Sundharesanjsundharesan.com/pdf/2018/CS News_January 2018.pdf · 2018-06-12 · Unitech, but the firm did not accept it. The government representative was

CS NEWS – INSIDE THIS EDITION

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

2018 – “Year of Ethics”. To Preach or Practice Initiative by J Sundharesan

C S N E W S C o n n e c t i n g

S t a t u t e s

2018

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

2

TOPICS PAGE NO.

Welcome to 2018 3-4

Heads Up on events that led to Heads Turn in December 2017 5-13

Corporate Development Judicial –

Ø Official Liquidator of High Court of Karnataka v. Smt. V. Lakshmikutty [SC]

14

From the Government – Ø Clarification to Circular on Prevention of Unauthorised Trading

by Stock Brokers

Ø Designation of Special Court

15-16

16

Save our Earth –

Ø Vertical Farming

17

Updates –

Ø MCA Updates

18

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

3

WELCOME TO 2018 Dear Readers, A big thank you for all your support in the last 15 years, yes we have been communicating with

you since February 20, 2003. j Sundharesan & associates is completing 15 years in business

and have been the content provider of this newsletter – CS NEWS – a newsletter that Connects

Statutes. This would not have been possible but for the great team of research enthusiast at our

office who were ensuring that no cover page or any of the news item was ever repeated. The year that was @ J SUNDHARESAN & ASSOCIATES … 2017 The team @ j sundharesan & associates, firm of practicing company secretaries and

sundharesan jayamoorthi, the founder personally thank all its well wishers for making 2017 a

great year. The firm added few more Fortune clients and the team ensured that clients were on

their toes to achieve compliance. Sundharesan Jayamoorthi, as Board Strategist & Compliance Guru did around 32 Programs

during the year. Most of his programs continue to offer the life enhancing skills to its

participants. The new program titled “BOARD DYNAMICS”, a design thinking program for the professions to

handle boardroom matters was launched during the year. This program will assist professionals

to raise the bar while handling in-room board practices. HEADLINES THAT MADE HEADS TURN - 2017 2017 was not a good year for corporate governance in India and across the globe. Starting

from Wells Fargo to UBER to Infosys to Airtel, most companies fumbled and failed to prove that

Governance was in their DNA. The latest 2G Telecom scam judgment took the country by shock

and surprise, all the 19 persons who were named in the scam were let off for “Lack of

Evidence”. Either the evidence was erased or destroyed or was missing as the scam failed to

connect with the judiciary.

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

4

A new jargon in corporate governance is taking everyone by surprise and that is UPL or

Unintended Procedural Lapse, this jargon was used to admit an offence with SEBI by the IT

company, that once set Gold Standards in Corporate Governance. Most companies will now

take cover under this newfound jargon for most errors in Business Judgement. WHAT NEXT … 2018 2018 will see the addition of two new legislations; one is the Companies Amendment Act and

SEBI (LODR) 2015. These two will bring in more stringent regulations to control the corporate

wrongdoers. We can also see lot of changes in the Employee related laws during 2018 as the

business houses will have to move to a new concept in managing people - “from HUMAN

BEING to BEING HUMAN”. This will mean corporations will now have to treat all employees

fairly and have to be considerate for all actions – right or wrong.

Simply put “No wrong is wrong”. There is a lot of confusion within and outside corporates to figure out what is right and wrong

with capitalism and 2018 will begin, to make way in re-defining Social Capitalism,

Compassionate Capitalism and Core Capitalism. Let us wait and watch. Wish you all a Healthy, Happy & Prosperous Year ahead … WELCOME 2018.

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

5

HEADS UP ON EVENTS THAT LED TO HEADS TURN IN DECEMBER 2017 Infosys files settlement application with Sebi over former CFO’s severance

Infosys BSE 0.61 % has filed a settlement application with the country’s capital markets

regulator, seeking to resolve allegations relating to poor corporate governance before its newly

appointed chief executive officer Salil Parekh takes charge in January. The software exporter,

which filed for a consent order with the Securities and Exchange Board of India on Wednesday

evening relating to the severance agreement it signed with former CFO Rajiv Bansal in 2015,

said that the settlement application process is based on an undertaking that it will “neither admit

nor deny finding of fact or conclusion of law”. In a filing with the Bombay Stock Exchange, the

company said it “wanted to resolve allegations relating to the company not seeking prior and

separate approval of the nomination and remuneration committee and the audit committee in

relation to the severance agreement entered into with the former CFO”, through the settlement

process. In securities law parlance, consent orders are similar to an out-of-court settlement. It is

a negotiated settlement between Sebi and an entity by paying a penalty or by undergoing a

voluntary ban from the stock markets.

Experts said there are three circumstances under which a company can initiate a settlement

proceeding with the regulator — either on its own, when it receives a settlement notice or if it

receives a showcause notice from the regulator. Issues Related to Disclosures “The violation

Sebi found was that the company didn’t follow the proper process that is mandated for related

party transactions and disclosures under the listing agreement, otherwise there was no issue,”

said a regulatory official familiar with the matter. “The company is required to take approval of

the audit committee and nomination and remuneration committee before the severance

agreement is given to the former CFO and not after,” the official said. The settlement process is

also expected to resolve issues related to the disclosures around the severance agreement,

cessation of payment and initiation of arbitration under the severance agreement, Infosys said.

Securities lawyers said this is a ‘consentable’ issue. “Violations which are not complex or

require investigation can be consented to even before showcause notice has been sent,” said

Sandeep Parekh, founder of Finsec Law Advisors. “If accepted, this would end the chapter on

violation and therefore minimise collateral damage arising out of class action suits in the US,” he

said.

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

6

In May 2016, Infosys disclosed that it had awarded its former CFO Rajiv Bansal Rs 17 crore in

severance. The company paid out only about Rs 5 crore before stopping payments. Infosys and

Bansal are now engaged in arbitration over the stoppage of payments. Infosys founder NR

Narayana Murthy had cited the non-disclosure of the severance agreement and the lack of

board approval prior to it being signed while evelling charges of poor corporate governance

against the board of the company earlier this year. Since then, Vishal Sikka resigned as the

CEO of the company and former chairman R Seshasayee stepped down in August. Days later,

co-founder Nandan Nilekani returned as non-executive chairman of the board.

Source:https://economictimes.indiatimes.com/markets/stocks/news/infosys-files-settlement-application-

with-sebi-over-former-cfos-severance/articleshow/61951002.cms

CBI files corruption case against NTPC director Kulamani Biswal

The Central Bureau of Investigation (CBI) has registered a corruption case against NTPC’s

director for finance Kulamani Biswal, a high-profile executive who had served in senior positions

at Coal India and the central power regulator before he was appointed on the board of the

power major four years ago. Biswal, 52, allegedly demanded Rs 5 lakh in foreign currency, on

the eve of an overseas trip, from BGR Mining & Infra, which is part of a consortium with NCC

that was recently awarded a project relating to mine development and operation of Talaipalli

coal block by NTPCBSE 0.11 %. CBI has said that it was informed by a source that Biswal later

demanded the cash in Indian currency, which he would himself convert into dollars, and that the

amount was to be delivered to his residence at New Delhi’s Asian Games Village complex

through hawala channels.

He was scheduled to travel abroad with family members on Friday, but he stayed back while

CBI searched his residence and an office in Hyderabad, sources in the agency said. CBI said

the case was “prima facie commission of criminal offences under Sec 11and 12 of PC Act 1988

r/w 120-B of lPC”. The investigative agency has also booked Rohit Reddy Bathina, a director of

BGR Mining & Infra, and his associate Prabhat Kumar which CBI said “handles his tasks in

Delhi”. CBI has also searched the office of Reddy in Hyderabad. Sources in the agency said

Kumar has been arrested and was taken to a court. Kumar has been remanded to judicial

custody. “Sh. Kulamani Biswal, being a public servant, has attempted to obtain for himself

valuable things without any consideration from a party, namely M/s BGR Mining & lnfra Private

Limited, with whom he has been dealing due to the business transacted between NTPC Limited

and M/s BGR Mining and Infra Private Limited. Sh. Rohit Reddy Bathina along with Prabhat

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

7

Kumar have conspired and abetted the aforesaid act of Sh. Kulamani Biswal, Director

(Finance), NTPC,” CBI said. Biswal has been on NTPC’s board since December 2013. In

CERC, he played a key role in the formulation of Tariff Regulations 2009-14 and formation of

new company called POSOCO to take care of system operation and load dispatch.

Source:https://economictimes.indiatimes.com/news/politics-and-nation/cbi-files-corruption-case-against-

ntpc-director-kulamani-biswal/articleshow/61991241.cms

NCLT suspends 10 Unitech directors

Is Unitech going the Satyam way? In a major setback for the real estate firm, the National

Company Law Tribunal (NCLT) on Friday suspended its 10 directors citing mismanagement and

diversion of funds. NCLT also allowed the Ministry for Corporate Affairs (MCA) to appoint the

replacements (directors) to run the company. “MCA will appoint the directors by next week,”

Sanjay Jain, Additional Solicitor-General, who is appearing for the government in the NCLT, told

BusinessLine. Officials from Unitech were not available for comment. Under NCLT rules, a copy

of the petition is to be sent to the respondents as well. The government had sent the copy to

Unitech, but the firm did not accept it. The government representative was not allowed to enter

Unitech’s office premises, Jain said. But, at the hearing on Friday, the company representative

appeared in the court after lunch and asked for a week’s time to reply to the petition. The next

hearing on the matter is on December 20.

In public interest’

“It is in the public interest that the decision of appointment of directors is taken instead of

declaring the company insolvent. We have kept in mind the interest of home-buyers and

depositors, the decision of appointing new directors under Section 241 and Section 242 of the

Companies Act, 2013,” said Sanjiv Narula, Central Government Standing Counsel. Section

241(2) is invoked when the government is of the opinion that the affairs of the company are

being conducted in a manner prejudicial to the public interest; the Central government can

approach the tribunal. “This is the section we invoked,” added Narula. Section 242 deals with

the power of the tribunal when such an application is made, Narula explained. In the next few

days, the standing counsel will send to the NCLT the list of people who are qualified to take up

the position of directors. The decision is expected to be taken before December 20, the date for

the next hearing. “Once appointed, the directors will look into the balance sheets of the

company. Profits and losses, assets will be thoroughly looked into.

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

8

The directors will assess the best way to revive the company,” added Narula. In April, the

Economic Offences Wing (EOW) of the Delhi Police arrested Unitech Managing Director Sanjay

Chandra along with his brother Ajay Chandra for allegedly not giving flats to home-buyers on

time even after receiving funds from the investors. They also did not return the money to the

home-buyers. There are believed to be about 51,000 depositors of Unitech. Unitech has

reportedly more than �6,000 crore in outstanding debt with more than 16,000 undelivered units

spanning nearly 70 projects.

Source:http://www.thehindubusinessline.com/companies/nclt-allows-govt-to-appoint-10-directors-on-

unitech-board/article9986908.ece

Unitech case: NCLT should have taken our leave, says Supreme Court

The Supreme Court today said the National Company Law Tribunal should have taken its leave

before allowing the Centre to take over the management of embattled realty firm Unitech Ltd. A

Bench comprising Chief Justice Dipak Misra and Justices A M Khanwilkar and D Y

Chandrachud, considered the request of Additional Solicitor General Tushar Mehta that one

more day be given to him to seek instruction from the authorities concerned on the appeal of

Unitech Ltd against the order of the National Company Law Tribunal (NCLT). The Bench took

note of the submissions of senior advocate Mukul Rohatgi, appearing for the realty firm, that the

Tribunal passed an interim order without hearing the company and its directors who are in jail.

“The leave of this court, which is seized of the matter, should have been taken by NCLT,” the

Bench observed and posted the appeal of Unitech for hearing tomorrow. NCLT, on December 8,

had suspended all the eight directors of the realty firm over allegations of mismanagement and

siphoning of funds and had authorised the Centre to appoint its 10 nominees on the board. The

NCLT order had come after the Centre moved the panel with a view to protect the interest of

nearly 20,000 home buyers.

Sanjay Chandra, head of the real estate group, was asked on October 30 by the apex court to

deposit Rs.750 crore with it by December-end for the sake of the homebuyers. NCLT, in its

order, has said the government must give the name of its nominees by December 20 and

restrained Unitech’s eight suspended directors from selling their personal and company

properties. The tribunal’s order had come after the government filed a petition arguing that

Unitech was a fit case for winding up, but considering the interest of thousands of home buyers

and small depositors, it wanted to take over the company management. The company has over

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

9

Rs. 6,000 crore debt and over 16,000 undelivered units from nearly 70 projects. The apex court

had on October 30 said jailed businessman Chandra will be granted bail only after the real

estate group deposited money with its registry by December end. The top court had earlier

directed the jail authorities to facilitate Chandra’s meeting with his company officials and lawyers

so that he could arrange money to refund the home buyers as well as for completing the

ongoing housing projects. Chandra is seeking interim bail from the apex court after the Delhi

High Court on August 11 had rejected the plea in a criminal case lodged in 2015 by 158 home

buyers of Unitech projects’ -- ‘Wild Flower Country’ and ‘Anthea Project’ -- situated in Gurugram.

Source:http://www.thehindubusinessline.com/companies/centre-seeks-time-in-supreme-court-on-

unitechs-takeover-appeal/article9990079.ece

RCom, China Development Bank move to 'settle' insolvency petition:

Reliance Communications (RCom) and China Development Bank (CDB) on Friday approached

the National Company Law Tribunal (NCLT) in Mumbai for an adjournment of the latter’s

insolvency petition till next month, amid talks they have begun negotiations for an out-of-court

settlement. CDB, which had lent $1.78 billion to RCom, had filed the petition under the

Insolvency and Bankruptcy Code (IBC) on November 27, after the company defaulted on its

dues. The petition came at a time when the state-owned banks were in talks with RCom for

converting a part of their Rs 45,800 crore of loans into equity. The conversion is due by the end

of this month. RCom had earlier taken shareholder approval for conversion of its debt into

shares at the rate of Rs 24.70 a share. Banks were, however, reluctant to convert the shares at

a price higher than the one prevailing in the market.

On Friday, RCom’s shares closed at Rs 11.85. According to the IBC, banks must make a 50 per

cent provision for loans extended to a firm in the same quarter of its being admitted for

insolvency proceedings by the NCLT. CDB was the first to file for insolvency against RCom

although it was part of the joint lenders forum set up by Indian banks. The Indian lenders did not

join the petition filed by the Chinese lender and chose to negotiate with the company for asset

sales. Sources in RCom said an announcement on asset sales was expected any time now.

Indian banks have approved a strategic debt restructuring plan for RCom in which all the dues

from the company have been frozen till December 2018. Strategic debt restructuring permits

banks to convert a part of their loans to a company into equity. RCom, on its part, was to merge

its operations with Aircel and sell its cell towers to repay its debts.

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

10

Neither deal materialised, forcing RCom to close its 2G network and services. Lenders

approved the strategic debt restructuring for RCom barely days before the Reserve Bank of

India on June 13 referred 12 large corporate loan defaulters to the NCLT for insolvency

resolution. Like other telecom companies, RCom’s earnings fell after Mukesh Ambani’s

Reliance Jio launched free voice services last September. In the past year, Jio has garnered

close to 146 million customers as compared to 195 million customers of Idea Cellular and 208

million customers of Vodafone. India's largest mobile services provider, Bharti Airtel, has 285

million customers. RCom had 80 million customers at its peak and will lose almost 60 per cent

of them with the closure of its 2G services. On October 30, RCom offered banks another plan to

restructure its debt that involves converting Rs 7,000 crore of loans into equity, selling spectrum,

tower and fibre assets for Rs 17,000 crore, and offloading Rs 10,000 crore of real estate. The

company has also reduced its employee count by close to 2,000.

Source:http://www.business-standard.com/article/companies/rcom-china-bank-move-to-settle-insolvency-

petition-117121600055_1.html

Debarred directors: firms offered 1-time settlement

The Ministry of Corporate Affairs has announced a one-time settlement scheme for companies

that saw over three lakh directors disqualified from their boards following a government order

earlier this year. The directors had been penalised after it was found that their companies had

not filed annual returns and financial statements with the Registrar of Companies (RoC) for

three consecutive years. Over two lakh companies had defaulted in filing their statutory reports.

The scheme, called ‘Condonation of Delay Scheme 2018’, will open on January 1, 2018 for a

period of three months. A circular put out by the ministry says the scheme intends to give an

opportunity for non-compliant, defaulting companies to rectify the default. All defaulting

companies other than those that have been struck off or removed from the register of

companies are eligible to apply for rectification of records.

The scheme will allow defaulting companies to submit all documents that were due for filing till

June 30, 2017. A fee of Rs. 30,000 will be charged for condoning the delayed filing of the

documents, it added. The government will also withdraw any pending prosecution for defaults in

filing of annual reports and financial statements, the circular said. The RoC, which comes under

the Ministry of Corporate Affairs, had disqualified directors of companies that had defaulted in

filing annual returns, balance sheets and profit and loss statements in a sudden move in

September. These individuals were barred from sitting on boards for five years. Several high-

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

11

profile independent directors were among those adversely affected by the move. The

disqualification involved suspension of the Director Identification Number (DIN) of these

individuals.

Some have obtained orders from high courts staying their disqualification. Under the

Companies Act, 2013, only those individuals who have an active DIN can be appointed to

company boards. Once a DIN is suspended, a director cannot file returns or any documents

with the RoC. This had created an acute problem for SMEs, many of which found all their

directors disqualified. The ministry also stated that those not availing the scheme will find their

DIN deactivated after the offer expires.

Source:http://www.thehindubusinessline.com/economy/policy/debarred-directors-companies-offered-onetime-settlement/article9997038.ece

Airtel Payments Bank CEO quits after controversy over Aadhaar e-KYC

Bharti Airtel’s Payments Bank Managing Director and Chief Executive Officer Shashi Arora has

quit. In normal circumstances, this would have been just another top CEO exiting. But the

circumstances under which he has left have generated much discussions. While Arora and the

company said he has resigned on his own two weeks ago, sources say he has been removed

from his roles because of the last few days’ controversy on the process adopted to open

payments bank accounts without subscribers ‘informed consent’. This had led the Unique

Identification Authority (UIDAI) to take action. BusinessLine contacted Arora on phone, and he

said January 31 will be his last day in the company and he will be joining a new sector though

still based in the Delhi-NCR. “I quit a couple of weeks ago and I am on notice period till January

31. I will be joining a non-financial-non-banking industry post that. I have been serving notice

period and incidentally I will be completing 12 years with the company on January 31,”

Arora said. Queried whether he was asked to leave by the company, owing to the allegations

from UIDAI, Arora said that it was not true and his decision on resigning from the company was

on work for long. “It was on the works for long and I have been discussing with the company on

the same,” he added. When asked Airtel, a company spokesperson also said that Arora had

‘resigned and not sacked’, adding that he has been an asset for Airtel, and over the years has

contributed to the company’s growth story. “Shashi Arora has been associated with Airtel in

senior leadership roles since 2006. Having led the operations in key telecom circles followed by

building a strong DTH business, he has laid the foundation for Airtel’s Payments Bank

operations.

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

12

Shashi has decided to move on to pursue opportunities outside of Airtel,” the company said.

Arora joined Airtel in February 2006 and was appointed as the CEO of Bharti Telemedia, a

subsidiary of Bharti Airtel that provides DTH services in August 2011.

UIDAI bars Airtel

In its allegations, the UIDAI had temporarily barred Airtel and Airtel Payments Bank from

conducting Aadhaar-based SIM verification of mobile customers using e-KYC process as well

as e-KYC of payments bank clients. As per the allegations, the company was using the

Aadhaar-eKYC based SIM verification process to open payments bank accounts of its

subscribers without their ‘informed consent’. However, after a temporary suspension, the UIDAI

has allowed Airtel to resume Aadhaar-based e-KYC services till January 10.

Source:http://www.thehindubusinessline.com/companies/airtel-payments-bank-head-shashi-arora-quits/article10000538.ece

NCLT gets 4,300 insolvency petitions in 18 months

Since the National Company Law Tribunal (NCLT) was set up 18 months ago, over 4,300 cases

have been filed at its various benches for resolution process, according to the Reserve Bank

data. The insolvency and bankruptcy code came into existence with the enactment of the

Insolvency and Bankruptcy Code (IBC) in May 2016, replacing the Company Law Board regime.

“As of November 2017, over 4,300 applications under the corporate insolvency resolution

process (CIRP) were filed in the various benches of NCLT,” the RBI said in its Financial Stability

Report (FSR) released over the weekend. “Of these, more than 500 applications seeking

admission for insolvency proceedings were rejected, dismissed or withdrawn,” it added. The

report said around 470 cases admitted by the NCLT are at various stages of the insolvency

process.

Source: http://www.thehindubusinessline.com/companies/nclt-get-4300-insolvency-petitions-in-18-months/article10001640.ece

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“Governance is long on Form; short on Substance.”

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Facts: The appellant OL applied to the High Court, on behalf of the company, for the issue of direction to the respondent to pay the balance due by her under a chit fund account. The respondent claimed that since there were mutual dealings between her and the company in liquidation an account should be taken in respect of such mutual dealings and only that amount should be payable or receivable by her which is due at the foot of such account. She claimed that she was entitled to the benefit of the rule enacted in section 46 of the Provincial Insolvency Act. The High Court upheld her contention. Hence the challenge before the Supreme Court. The core issue involved in the appeal was whether the 7 days prescribed in the section is mandatory or directory. Decision: Appeal dismissed.

CASE LAW Official Liquidator of High Court of Karnataka v. Smt. V. Lakshmikutty [SC]

DECIDED ON December 12, 1980

LEGISLATION Companies Act, 1956 read with Provincial Insolvency Act

BRIEF FACTS Liquidation proceedings claim of the company against debtor- debt due- whether the claim of the debtor against the company should also be considered-Held, Yes.

Corporate Development Judicial

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

14

Clarification to Circular on Prevention of Unauthorized Trading by Stock Brokers

[Issued by the Securities and Exchange Board of India vide Circular No. CIR/HO/MIRSD/MIRSD2/CIR/P/2017/124 dated 30.11.2017.]

1) SEBI vide circular no. CIR/HO/MIRSD/MIRSD2/CIR/P/2017/108 dated September 26, 2017 has inter-alia specified that brokers shall execute trades of clients only after keeping evidence of the client placing such order. Further, SEBI has made it mandatory to use telephone recording system to record client instructions and maintain telephone recordings wherever the order instructions are received from clients through the telephone.

2) Subsequently, SEBI has received representations from stock brokers and their associations expressing operational difficulties caused to stock brokers. Accordingly, in view of operational difficulties faced by stock brokers, it has been decided as under.

i. Brokers are required to maintain the records specified at para III of aforementioned circular for a minimum period for which the arbitration accepts investor complaints as notified from time to time, currently three years. However in cases where dispute has been raised, such records shall be kept till final resolution of the dispute.

ii. If SEBI desires that specific records be preserved then such records shall be kept till further intimation by SEBI.

iii. The above mentioned SEBI circular also prescribes that ‘when dispute arises, the burden of proof will be on the broker to produce the above records for the disputed trades’. However for exceptional cases such as technical failure etc. where broker fails to produce order placing evidences, the broker shall justify with reasons for the same and depending upon merit of the same, other appropriate evidences like post trade confirmation by client, receipt/payment of funds/ securities by client in respect of disputed trade, etc. shall also be considered.

From the Government

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3) The Stock Exchanges are directed to:

i. Bring the provisions of this circular to the notice of the Stock Brokers and also disseminate the same on their websites.

ii. Make necessary amendments to the relevant bye-laws, rules and regulations for the implementation of the above directions.

iii. Communicate to SEBI, the status of the implementation of the provisions of this circular in their Monthly Development Reports.

4) This circular is being issued in exercise of powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

Designation of Special Court

[Issued by the Ministry of Corporate Affairs vide [F.No. 01/12/2009-CL-I (Vol. IV)] dated 03.11.2017. To be published in the Gazette of India, Extraordinary, Part-II, Section (3) Sub-section(ii)]

In exercise of the powers conferred by sub-section (1) of section 435 of the Companies Act, 2013 (18 of 2013), the Central Government, with the concurrence of the Chief Justice of the High Court of Judicature at Madras, hereby designates the following Courts mentioned in column (1) the Table below as Special Court for the purposes of providing speedy trial of offences punishable with imprisonment of two years or more under the said sub-section, namely: -

TABLE

Courts Jurisdiction as Special Court (1) (2)

XV Additional Court, XVI Additional Court of City Civil Court, Chennai

State of Tamil Nadu except Districts of Coimbatore, Dharmapuri, Dindigul, Erode, Krishnagiri, Namakkal, Nilgiris, Salem and

Tiruppur.

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

“Governance is long on Form; short on Substance.”

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It’s estimated that by the year 2050, 80 percent of the world’s population will be living in condensed urban areas. So, what happens to agriculture when we run out of farmland? There isn’t just a problem with space — non-sustainable farming methods can wreak havoc on the soil, causing unforeseen natural disasters. Remember the famous Dust Bowl from the ‘30s? In part, it was attributed to poor agricultural practices. Vertical farming could solve a future

agricultural crisis.

So, what is it? Vertical farms use aeroponics, hydroponics, and aquaponics to grow soil-free crops in urban locations, including skyscrapers. This is how it could be a major game changer for the environment:

Farmland could be dedicated to growing more trees, reducing carbon dioxide in the atmosphere; Growing crops within the city would reduce the emissions caused by transporting crops to where demand is highest; Future designs for skyscraper farms would be 100 percent self-sufficient Aquaponics, hydroponics, and aeroponics traditionally yield more crops, helping solve hunger and freeing up the market to reduce the prices of organic produce — which provides a competitively priced alternative for cheap fast food.

Belgian architect Vincent Callebaut designed the “Dragonfly — a theoretical proposal for a giant vertical farm in New York. If built, Dragonfly would span 132 floors and 600 vertical meters. It would provide 28 different types of agricultural supplies, including fruit, vegetables, grains, meat and dairy. Running off wind and solar power, it would also be completely sustainable. Dragonfly is a pretty neat idea, but the project — originally conceived in 2009 — has yet to get off the ground. LA Urban Farms in Santa Monica is the first business to execute aeroponics to some degree, using vertical farming methods on rooftops to provide locally grown crops. Source: https://greenfuture.io/sustainable-living/eco-innovations/

SAVEOURENVIRONMENT

VERTICALFARMING

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J SUNDHARESAN & ASSOCIATES CS NEWS – JANUARY 2018

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MCA UPDATES

1. Designation of special court -

In excise of the powers conferred by sub-section (1) of section 435 of the companies act

2013, the Central Government with the concurrence of the Chief Justice of High Court of

Karnataka, hereby designates – LIX Additional City Civil and Sessions Judge, Bengaluru City

– State of Karnataka

2. Amendment of Companies (cost records and audit) Rules, 2014

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

148 of the Companies Act, 2013, the Central Government hereby makes the following rules

further to amend the Companies (cost records and audit) Rules, 2014.

3. General Circular 16/2017 regarding Condonation of Delay Scheme 2018

MCA in September 2017, identified 3,09,614 directors associated with the companies that

had failed to file financial statements or annual returns in the MCA21 online registry for a

continuous period of three financial years 2013-14 to 2015-16 in terms of provisions of

section 164(2) 167(1)(a) of the Act and they were barred from accessing the online registry

and a list of such directors was published on the website of MCA.

Whereas, as a result of above action, there have been a spate of representations from

industry, defaulting companies and their directors seeking an opportunity for the defaulting

companies to become compliant and normalize operations.

With a view to giving an opportunity for the non-compliant, defaulting companies to rectify the

default, in exercise of its powers conferred under sections 403, 459 and 460 of the

Companies Act, 2013, the Central Government has decided to introduce a Scheme namely

"Condonation of Delay Scheme 2018".

UPDATES

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