Monthly • Volume XXXVII • Page 1-32 • No.1 • January, 2018 · 2018-01-18 · Monthly •...

Monthly • Volume XXXVII • Page 1-32 • No.1 • January, 2018

National Best Regional Council (2004, 2007, 2008, 2009, 2010, 2011, 2013, 2014, 2015 & 2016)

Dear Professional Colleagues,

Greetings from NIRC-ICSI !!!

Times flies. Today I realize, how quickly the year has passed by, after I took over as the Chairman of NIRC. It has been a year full of emotions, challenges and learning. Friends, in my first address after Iassumed office as Chairman NIRC, I started with a vision to “focus on the Capacity Building of Members & Students, Student Services, Infrastructure development at Chapters & effective coordination with them, steps towards creation of more visibility & betterment of CS Profession by active industry interface”. My first communiqué with you all as Chairman NIRC- 2017, started with a memorable quote from our ancient scriptures, the English translation of the same is “Knowledge makes you humble; Humility gives you character; Good character attracts wealth; Wealth can be used for doing good deeds. This in turn leads to happiness in the world”. Taking inspiration from this quote, throughout the year 2017, the entire team here at NIRC had worked round the clock to provide for best possible services and facilities to all its stakeholders. The entire energies and synergies at NIRC were fully dedicated this year for Professional upliftment, development and upgradation of skill sets to meet the global challenges.

Quality Service to the stakeholders has been a passion at NIRC for years and this “passion” has been a guiding force in all the endeavors of the NIRC. I am reminded of the famous quote by Jack Canfield, reproduced hereunder, which guided me throughout the year:-

When your dreams include service to others - accomplishing something that contributes to others - it also accelerates the accomplishment of that goal. People want to be part of something that contributes and makes a difference.

Looking back at my tenure I should admit that it was a fascinating experience to guide the affairs of the Regional Council which was handled by many stalwarts in yester years. Many challenging tasks ahead of us were accomplished during the year in office. It is the time for me to highlight some of the important events:

Professional Development Programs for the members

During the year 2017, at NIRC we have organized one day monthly seminar at every corner of Delhi in low budget hotels with a view to provide services at the door steps of the members residing in those areas. The main focus while designing these programmes was on the quality, content and knowledge. We had tried to invite only 3-4 speakers

From the Chairman

NIRC - ICSI Newsletter | January 2018 2

Images

1

3

7

5

6

2

4

8

1 PCS Regional Conference (Host: Kanpur Chapter) On PCS - In New Era in Terms of Precision, Competence And Speed (14.01.2018) : Shri Puneet Duggal, Registrar of Companies, Kanpur & Nainital, CS Dhanajay Shukla and CS S K Gupta, Company Secretary in Practice.

2 ICSI Convocation-2017 (24.12.2017): 1st Session - Distinguished Guest: Prof. Sandeep Sancheti, President, Manipal University, Jaipur seen with CS (Dr.) Shyam Agrawal, President, ICSI, CS Dhananjay Shukla, CS Rajiv Bajaj, CS Ranjeet Pandey, CS Vineet K Chaudhary, CS Dinesh Chandra Arora and CS Ashok Kumar Dixit.

3 ICSI Convocation-2017 (24.12.2017): 2nd Session - Distinguished Guest: Dr. Jyoti Kiran, Chairperson, Fifth State Finance Commission, Government of Rajasthan, seen with CS (Dr.) Shyam Agrawal, President, ICSI, CS Dhananjay Shukla, CS Rajiv Bajaj, CS Ranjeet Pandey, CS Vineet K Chaudhary and CS Dinesh Chandra Arora.

4 Workshop on Licensing and Registration Under Various Act/ Rules/ Regulations (5.1.2018): L to R CS K K Singh, Company Secretary in Practice, CS Pradeep Debnath, CS Gaurav Jain, Co-Founder, RSJ Lexsys Private Ltd. and CS Dhananjay Shukla.

5 Seminar on The Companies (Amendment) Bill, 2017 & Condonation of Delay Scheme, 2018: Guest Speakers: CS Savithri Parekh, Sr Vice President - Legal & Secretarial, Pidilite Industries Ltd, Mumbai, CS S. Sudhakar, Vice-President (Corporate Secretarial), Reliance Industries Limited, Mumbai, CS Dhananjay Shukla, CS Ranjeet Pandey, CS Rajiv Bajaj, CS Pradeep Debnath and CS Nitesh Sinha.

6 Seminar on The Companies (Amendment) Bill, 2017 & Condonation of Delay Scheme, 2018: Distinguished Guest: Shri Rakesh Kumar Tiwari, Registrar of Companies, Delhi & Haryana, CS NPS Chawla (Past Chairman, NIRC-ICSI), Associate Partner, Vaish Associates, CS Dhananjay Shukla, CS Manish Gupta and CS Nitesh Sinha

8 Haryana State Conference (Host: Gurgaon Chapter) (Co-Host Chapters: Faridabad, Karnal-Panipat, Sonepat & Yamunanagar Chapters) on “GST: Good and Simple Tax, A Game Changer for the Indian Economy” (6.1.2018): CS P.K. Mittal, Advocate & Former Council Member-ICSI, CS Dhananjay Shukla, CS Vinay Shukla, CS Apurva Kumar & other.

7 Haryana State Conference (Host: Gurgaon Chapter) (Co-Host Chapters: Faridabad, Karnal-Panipat, Sonepat & Yamunanagar Chapters) on “GST: Good and Simple Tax, A Game Changer for the Indian Economy” (6.1.2018): Chief Guest: Dr. Sudha Yadav, Former Member of Parliament, Lok Sabha, National Secretary, BJP, CS Bimal Jain, Eminent Expert on Tax, CS Dhananjay Shukla, CS Ranjeet Pandey, CS Saurabh Kalia, CS Shailender Pandey with members.


From the Chairman

in every seminar to maintain the quality of the program and giving the opportunity to the speakers to do justice to the topic given.

During the year, we have tried to organise the programme on non-conventional topics i.e. other than Companies Act viz. Intellectual Property Rights, FEMA, Labour Laws etc. with an intent to educate the members to build their capacities in these areas as well and also explore the opportunities available in these areas.

I would like to place on record my sincere thanks to CS Rajeev Bhambri, Secretary & Chairman, Professional Development &Programmes Coordination Committee, NIRC, 2017 for his untiring efforts in making the programmes successful.

Corporate Membership SchemeDuring the year, under this scheme apart from regular programs being organized by the NIRC of the ICSI at New Delhi, we have covered the Chapters of NIRC of the ICSI under the said scheme and all programs organized by such Chapters were made available free of cost to members of this particular scheme. I am happy to share that more than 11 programs organised by Gurgaon, Ghaziabad, Karnal-Panipat, Lucknow, Jaipur, Faridabad, Noida, Ludhiana Chapters were supported through this scheme.

Master Classes/Capsule Course on Various subjectsWith the focus to build the capacities of the members in the various new areas, during the year NIRC had organised 5days capacity building session, 5days capsule course on IBC and 5 days Master classes on GST. The response received from members was very encouraging and motivating for all us.

Two Days Workshop on NCLTWith the focus to build the capacities of the members in the art of advocacy, court crafting and appearance before the NCLT in various Corporate matters, NIRC had organised 2 days capacity building workshop at NIRC auditorium which was inaugurated by Hon’ble Justice Dilip Rao Sahib Deshmukh, Former Chairman, CLB and was addressed by many other learned speakers.The response received from members was very encouraging and motivating for all us.

I would like to place on record my sincere thanks to CS NPS Chawla, Chairman, Corporate Law Committee, NIRC, 2017 for his untiring efforts in making the programmes on IBC and NCLT a great success.

GST /IBC programmes across all chapters This is to inform you that with a view to encourage the members to tap the opportunities under the GST& IBC, the Regional Council in its meeting approved holding of programmes on GST& IBC at the chapters across Northern Region. Accordingly, many of the chapters had organised the programmes on these topics and the remaining chapters are in the process of organizing these programmes.

State/Regional Conferences/PCS Regional ConferenceWith a view to provide services to various stakeholders at their door steps, during the year NIRC had organised various State Conferences viz Haryana State Conference at Gurgaon, Punjab State Conference at Ludhiana, Rajasthan State Conference at Jaipur, Two Days Regional

conference at Mussorie, U.P State Conference at Lucknow, PCS Regional Conference at Kanpur etc.

Workshop at NIRCDuring the year NIRC organised 12 workshop at NIRC Auditorium on the various relevant professional topics to do the capacity building of our members particularly young members at very affordable fees and all these programmes were attended by large number of members.

PCS Help LineDuring the year 4 no. of PCS help line were organised by NIRC to address the queries of the members by the distinguished learned faculties. It received lot of encouraging response.

I would like to place on record my sincere thanks to CS Manish Gupta, Immediate Past Chairman and Chairman, Young Members Empowerment Committee, NIRC, 2017 for his untiring efforts in making the programmes( Workshop and PCS help Line) successful.

Launch of HunarDuring the year NIRC launched Hunarprogramme for improving the skill set of the young members of the Institute. Hunar is a skill development programme for young members i.e. Members registered on or after 01-01-2015 and would aim at building their competencies to become a successful professional. The program would be totally practical oriented in which the young members will be required to actively participate.

ICSI Convocation of Northern RegionDuring the year 2017 two convocations in the Northern Region were organized at New Delhi & Jaipur. It is worth mentioning here that it was the first time the ICSI Convocation of Northern Region has been organised outside Delhi i.e. at Jaipur. More than 2500 newly admitted members from Northern Region & their relatives participated in the event. It was a great encouraging experience for fresh members of the profession. The press & media also covered it elaborately.

Training & Soft Skills Development Programmes for the studentsFriends, students are the backbone of any profession. Series of activities, training programmes and soft skills development programmes have been organised for the students during the year. Throughout the year, the main focus was on improving the quality of the various training programmes. In view of the same, we have constituted a Panel of Independent Professionals for the selection of the faculties for various training programmes. The faculties who have been shortlisted by the panel alongwith existing faculties with excellent feedback were only been invited for taking sessions in these training programmes.

Apart from various compulsory training programmes viz. 15 days Academic Programmes, Professional Development Programmes (PDP), Executive Development Programmes (EDP) etc., we have started BUNIYAD, a step towards enhancing the skills of the students. Which is aimed to develop strong foundation amongst students of Company Secretaryship course, so that they get a head start and that extra edge and confidence to succeed in this cut- throat competitive environment. The program is relevant for both executive and professional students.

During the year we have also set up a Debating Society to organise


DEBATE COMPETITIONS with a view to sharpen the debating & communication skills of the students and also for honing the leadership skills of the students.

I am very happy to share that the two Northern Region Debate Competitions were successfully completed on the topics of Demonetization & GST. The main intention behind organizing this debate competition was to hone the communication as well as arguemental skills of the members and students. The participants of the competition enjoyed the event thoroughly. I am confident that these initiatives will be able to provide great value addition for the students and members in long run.

NIRC organized 7 Executive Development Programmes (EDP), 21 Professional Development Programmes (PDP), 9 - 2 Day Student Induction Program, 8 - 3 e-Governance Program, 2 – 5 Day Skills Development Program and 2 – 5 days Entrepreneurship Development Program during the year.

Apart from the above various students competitions viz. All India Essay Writing Competition, Regional Rounds of All India Elocution Competition and All India Moot Court Competitions & All India Company Law Quiz etc. were also organised by NIRC.

I would like to place on record my sincere thanks to CS Pradeep Debnath, Chairman, Training and Educational Facilities Committee, NIRC, 2017 for his untiring efforts in making the student programmessuccessful.

MANAGEMENT SKILLS ORIENTATION PROGRAM(MSOP)MSOP is the last leg of training program, which the students have to undergo before getting membership of our Institute. NIRC’s MSOPs are always been appreciated by one and all in terms of its quality. Nothing is perfect in this world, there is always scope for improvement, accordingly this year we have introduced, Newspaper reading in the morning and group discussions thereon etc. amongst the participants for grooming and inculcating the habit of reading newspaper amongst them. Also motivational song & video are regularly been played for motivating the students. Throughout the year, the main focus was on improving the quality of the MSOPs. In view of the same, we have constituted a Panel of Independent Professionals for the selection of the faculties for MSOPs.

I would like to place on record my sincere thanks to CS Nitesh Kumar Sinha, Chairman, MSOP Committee, NIRC, 2017 for his untiring efforts in making the MSOP successful.

Oral Coaching ClassesIn an endeavour to provide best oral coaching to the students, we have done continuous interaction with the students and the faculties and after taking the real time feedback, we have worked hard and able to get enrolled more students in the coaching classes. The passing percentage of the students who have attended oral coaching classes at NIRC have been very encouraging. During the year 880 no. of students were enrolled for oral coaching classes at NIRC.

I would like to place on record my sincere thanks to CS Amit Gupta, Chairman, Oral Tuition and Library Committee, NIRC, 2017 for his

untiring efforts in making the student programmessuccessful.

Campus PlacementFriends, placement of the members is the main area of concern for any Institution and also the members. With a view to boost the morale and confidence of the fresh members, during the year 5 Campus Placements were organised by NIRC i.e Three Campus placements for the MSOP students and two Mega Placement Drives organised by the Institute. The response in all the drives was very encouraging. On record, the highest number of members i.e. 28 have been placed during the year through these placement drives.However, we came to know that few other members have also been placed for whom we have not yet received any written confirmation.

Apart from above four placement drives were also been organised during the year for the training of the students.

I would like to place on record my sincere thanks to all members of the NIRC for their efforts in making the Campus Placements successful.

Career Awareness Programs & Investor Awareness ProgramsIn the year 2017, NIRO organized 88/13 career awareness programs /career fairs at various schools and colleges in the Northern Region. Also in partnership with Ministry of Corporate Affairs, NIRC has organized 131 Investor Awareness Programs in the year 2017.

I would like to place on record my sincere thanks to CS Monika Kohli, Chairperson,Career Awareness Committee, NIRC, 2017 for her untiring efforts in organising the Career Awareness Programsthroughout the year.

Improvement of Infrastructure at NIRC & chaptersWith a view to extend the facilities of infrastructure available at NIRC, during the year we have made L-Shape sitting arrangement for visitors outside the office of NIRC in order to give them comfort while visiting NIRC office and also the existing library reading room at NIRC has been extended by creating about 40 more seats for the students and the members. The same was inaugurated today by the President, ICSI We have also placed signage in the entire building of NIRC for easy access by the members and the students. New water cooler have been installed for providing purified water to the stakeholder visiting the campus of NIRC.

Friends, I am glad to inform that HSIIDC, Govt. of Haryana, has allotted a Plot measuring 1567.5 sq.mt (Opposite IICA) in Sector -2, IMT Manesar, Gurgaon for the office of the Gurgaon Chapter of NIRC of ICSI. The BhoomiPujan and Foundation Stone Laying Ceremony has also been performed during the year. Soon the construction of the own building of Gurgaon chapter of NIRC-ICSI will start and will be used by the members, students and other stakeholders of the Institute at large

Also during the year newly constructed building of Udaipur Chapter of NIRC-ICSI has been inaugurated and is available for the use of members, students and other stakeholder of the Institute.

Also the Institute is in the process of acquiring Govt. approved land for Jodhpur Chapter of NIRC-ICSI at the concessional rates and your

From the Chairman


NIRC is providing full support in this endeavour of the Institute.

Addition of Books in the NIRC LibraryAdding Books in the library is also part of improving the infrastructure at NIRC. I am happy to share that during the year we have spent approx. Rs. 2,00,000/- for purchasing books for the library of NIRC. I am confident that this will turn to be of great support for the students & members of the Institute.

Visit to ChaptersFriends, we all are aware that ICSI is following three tier system of governance through its Chapters, Regional Councils and Central Council. This three tier system will become effective only when chapters will be empowered and motivated to become self -sustainable and all the facilities to members and students are provided at local level. With an objective of empowering, guiding and motivating the Chapters in their activities,I along with my Regional Council colleagues visited most of the Chapters for the purpose having interaction with members and also assessing the problems being faced by the chapters in providing services to the stakeholders and providing support to them.We have visited Lucknow,Noida,Karnal-Panipat, Agra, Gurgaon, Dehradun, Jaipur, Bikaner, Meerut, Modinagar, Bhilwara, Udaipur, Kanpur etc. The Chapters were encouraged for providing all the facilities to students as well as members. The meetings were fruitful with the kind of encouragement and response shown by the chapters.

I would like to place on record my sincere thanks to CS Pradeep Debnath, Chairman, Chapter Development Committee, NIRC, 2017 for his untiring efforts in taking efforts to make chapters empowered.

New Examination CentreDuring the year, on the recommendation of NIRC, one new examination centre

was opened by the Institute at Moradabad. I am sure that the student residing in Moradabad or nearby areas will now be able to write their exams with utmost comfort.

Celebrations & eventsNIRC celebrated Republic Day, Holi Milan, Independence Day and Cultural Evening with greatenthusiasm and also organized Diwali Pujan in ICSI-NIRC premises. Membersthoroughly enjoyed these events. It surely created a perfect bonding in the families of the members and brought them together to make a large, strong & vibrant NIRC Family.

Cultural EveningThe Cultural Evening for members and their families, which was dedicated to Company Secretaries Benevolent Fund was organized for Members and their families followed by Dinner .The star attraction of the event was performance by Bollywood Singer Shri Tarun Sagar and Artists of Song & Drama Division, Ministry of Information and Broadcasting. All present on the occasion enjoyed the mesmerizing performance of all the artists.

I would like to place on record my sincere thanks to CS Pradeep Debnath, Vice Chairman, NIRC, 2017 for his untiring efforts to make all these programs successful.

Brand Building & ISO Certification 9001:2008In order to give publicity about the profession, NIRC participated in the Airtel Delhi Half Marathon & got excellent coverage by print & electronic media.

Friends, your Regional Council is the only Regional Council having the ISO certification. This signifies the high quality & standards in various activities and programmes organised by the NIRC of the ICSI at all the times. The quality policy of NIRC is to enhance customer satisfaction through continual improvements in all processes including quality management system.

ICSI Signature Awards & Opening of new Study CentresFriends, with a view to create visibility of the CS profession in the far flung areas, the Institute has signed agreements with various universities under ICSI Signature awards and also opened various new Study Centres in the Northern Region like Disha Bharti College, Saharanpur (U.P.), Core School Of Management, Roorkee, HIIT, College of Management, Chamoli to name a few.

Annual Compliance Planner-2018With the view to create visibility and Brand Building of ICSI, every year NIRC come out with Annual Compliance Planner. This year also NIRC came out with Annual Compliance Planner - 2018 which will be given free of cost to Corporate Members of NIRC of the year 2017-18 and which will act as quick reference for the members, as it covers various provisions and compliances w.r.t. to various laws.

I would like to place on record my sincere thanks to CS Manish Gupta, Chairman, Research and Publication Committee, NIRC, 2017 for his untiring efforts.

Recommendation for opening of chaptersI am happy to inform you that during the year NIRC recommended the opening of three new chapters of NIRC at Sikar (Rajasthan), Gorakhpur (U.P) and Patiala (Punjab) for consideration by the Central Council of the Institute. I am sure with this initiative, members and students will be greatly benefitted.

Panchkula Study CircleI am happy to inform you that on the recommendation of NIRC, constitution ofa New Study Circle has been approved by Central Council at Panchkula withthe name “Panchkula Study Circle for Members of The Instituteof Company Secretaries of India”. I am sure with this initiative, members willbe greatly benefitted.

Safety of NIRC BuildingDuring the year the entire building of NIRC has been covered by installing 16 additional CCTVs with DVR having 96 TB storage capacityand one year back up with a view to ensure more safety & security in the premises.

Women Empowerment Initiatives Two 15 days Crash Courses were organized by NIRC during the year exclusively for Female Members. These crash courses were organized particularly for those female members who had taken break from career

From the Chairman


due to family commitments or any other reason and with the intention to bring them into the main stream of the profession. The response from the female members was very encouraging and large number of female participants have participated in the same.

I would like to place on record my sincere thanks to CS Monika Kohli, Chairperson,Women Empowerment Committee, NIRC, 2017 for her untiring efforts.

Company Secretaries Benevolent FundThroughout the year, various efforts were made to propogate the Company Secretaries Benevolent Fund. We had organized two CSBF weeks during the year. A cheque of Rs. 3,15,042/- i.e. 5% of NIRC's surplus for the financial year 2016-17 was presented to President-ICSI in favour of Company Secretaries Benevolent Fund (CSBF) during the cultural evening organized on 26.08.2017 apart from other contributions of Rs. 55000/- from members and organizations.

I would like to place on record my sincere thanks to CS Manish Aggarwal, Chairman,CSBF Committee, NIRC, 2017 for hissupport in CSBF endeavours.

Best Regional Council Award-2016Friends, your NIRC is cautious about its duties and responsibilities towards various stakeholders and is continuously trying to perform and provide best of the services and facilities to various stakeholders. I am delighted to share that your Northern India Regional Council (NIRC) has beenadjudged as the National Best Regional Council – 2016 in 45th National Conventionof the Company Secretaries organised at Thiruvananthapuram (Trivandrum)in the opening Plenary which was presented from thehands of Shri PinayariVijayan, Hon’ble Chief minister of Kerala on 22nd November, 2017. Here, I take this opportunity to compliment CS Manish Gupta, Immediate Past Chairman, NIRC for his commendable efforts throughout the year.

Golden Jubilee Celebrations Friends, as you all are aware that on 4th October 2017 i.e the foundation day of the Institute, The Institute organized a mega event for Golden Jubilee yearlong celebrations at VigyanBhawan, New Delhi. The inauguration of the Golden Jubilee yearlong celebration was done by Shri NarendraModi the Hon’ble Prime Minster of India. The programme was a huge success and was attended by about 1500 members. On the same day and time the Institute also organized various programmes on PAN India basis through its Regional Councils and Chapters. The programme at VigyanBhawan was webcasted at all the locations where programmes of the Regional Councils and Chapters were organised.

On this occasion, NIRC-ICSI also organized a grand event at Siri Fort Auditorium to commemorate the beginning of golden jubilee year. Shri MaheishGirri, Member of Parliament (LokSabha ) from East Delhi Constituency, was the Chief Guest on the occasion. On the auspicious occasion of Golden Jubilee celebrations, your NIRC remembered its glorious journey and expressed the gratitude towards the founding pillars of NIRC by felicitating the Past Chairmen and former Executive officers of NIRC.

Foundation Day Celebration NIRC celebrated its 46th Foundation Day in July, 2017 by organising

month long programmes. On the foundation day i.e. 31.07.2017, NIRC organised a panel discussion by inviting all the Past Chairmen of NIRC on the theme NIRC-Kal, Aaj or Kal. The deliberations during the panel discussion were of immense importance for improving the facilities at NIRC.

Cricket Match With a view to create the sense of brotherhood amongst the members of the Institute, during the year NIRC organized Cricket Match for the members of the Institute. Members enjoyed the event thoroughly.

IT Initiatives at NIRCI would like to place on record my sincere thanks to CS Avatar Singh, Chairman, IT Committee, NIRC, 2017 for his untiring efforts for taking various IT initiatives at NIRC.

AcknowledgementsLastly, to say that all this was not possible without the support & valuable contribution of myCouncil Colleagues as without their contribution all this would not have been possible. I conveymy sincere thanks and gratitude to my Council colleagues for their support throughout theyear. I am extremely grateful to CS (Dr.) Shyam Agrawal, President, ICSI and CS Makarand Lele ,Vice President, ICSI, CS Dinesh Chandra Arora, Secretary, ICSI and his team for their continuous guidance, encouragement and support throughout the year. I am also thankful to all the CentralCouncil Members, Past Presidents of ICSI, Past Chairmen of NIRC for their continued guidance & blessings throughout the year. My special gratitude to the Ex Officio members of NIRC CS Shyam Agrawal,CS Satwinder Singh ,CS Ranjeet Pandey, CS Rajiv Bajaj and CS Vineet kumar Chaudhary for their support and guidance throughout the year. I remain thankful to Ministry of Corporate Affairs, Office of RegionalDirector (North), Office of the Registrar of Companies, Office of the Official Liquidator etc. for their continued supportthroughout the year.

I also wish to place on record the support and cooperation received from chapter Chairmen and all the members Managing Committee of all the chapters of the Northern Region.

My special thanks to all the Chief Guests/Guests of Honours/Guest Speakers / Sponsors and also to all the members for taking part in our initiatives and making them successful. I would not havebeen able to perform without the unstinted support of young members who have spent so muchof their time and efforts to contribute to the activities of NIRC.

The administration has a vital role for the success of all the programmes or activities of NIRC. Thesupport I received from the administration was substantial and I would like to whole-heartedlyconvey my sincere thanks to all the Officers and Staff of NIRO ably led by CS Alka Arora, Regional Director for their valuable support and co-operation throughout my tenure. I am also thankful to my staff at my office at Gurgaon, who managed the affairs diligently in my absence throughout the year. I am also thankful tomy family for their complete support to me, without which it would have been extremely difficultfor me to come up to the expectations of all of you.

From the Chairman


If due to oversight any name is left out that is purely unintentional and I remain thankful to eachone of you, who have directly or indirectly contributed & supported in the activities of NIRCthroughout the year.

We are all going through challenging times & when I look back at the entire year long journey as Chairman of NIRC, it is a mix of success and lot of new resolves/projects still not complete. I haveenjoyed my tenure as Chairman of the NIRC, and have done the best I could, to the best of myabilities sincerely and discharged my duties and responsibilities consciously with the assistance,support and co-operation of the members of the Council and with the support of each one of you. It was a team efforts throughout the year and with support of all members and students everything has been possible.

God has been very kind in bestowing his blessings upon me which I have felt at each and every step of my journey and also in taking along each and every member and students for walking together on the path of development of the NIRC. The following mantra from our ancient scriptures has been always ray of light and guiding force in taking along everone, which I quote hereunder:-

¬ lg ukoorq A

lg ukS Hkquäq A

lg oh;aZ djokogS A

rstfLo uko/khreLrq ek fof}"kkogS A

¬ 'kkfUr% 'kkfUr% 'kkfUr% û

Meaning: Aum! May He protect us both together; may He nourish us both together;

May we work conjointly with great energy, May our study be vigorous and effective;

May we not mutually dispute (or may we not hate any). Aum! Let there be peace in me!

Let there be peace in my environment! Let there be peace in the forces that act on me!

I also congratulate the new team of office bearers CS Pradeep Debnath, Chairman, CS Rajeev Bhambri, Vice Chairman, CS Nitesh Kumar Sinha, Secretary of NIRC-ICSI who will take charge w.e.f. 19th January, 2018 and wish them success in all their endeavours. I am sure the next NIRC team will focus on their cherished goals and strive hard to accomplish them by constantly endeavouring for excellence. Best wishes for a very eventful andproductive year ahead.

Looking forward to your continued patronage, guidance and blessings always.

Jai Hind, Jai Bharat

With best regards,Yours sincerely,

CS Dhananjay ShuklaChairmanNIRC-ICSI

Cell: 9873347280Date :18th January, 2018Place: New Delhi

From the Chairman

Chairman CS Dhananjay Shukla 09873347280

Vice-Chairman CS Pradeep Debnath 09910562121

Secretary CS Rajeev Bhambri 09915710010

Treasurer CS Nitesh Kumar Sinha 09871500827

Members(in alphabetical order)

CS Amit Gupta 09415005108

CS Avtaar Singh 09999789891

CS Deepak Arora 09351788834

CS Manish Aggarwal 09988114441

CS Manish Gupta 09212221110

CS Monika Kohli 09810480983

CS NPS Chawla 09958535300

CS Saurabh Kalia 09810979440

Ex-officio Members CS Rajiv Bajaj 09811453353

CS Ranjeet Pandey 09810558049

CS Satwinder Singh 09871686000

CS Shyam Agrawal 09314923451

CS Vineet K Chaudhary 09811577123

Co-opted Members CS Ravinder, IAS 011-23062651

Mr. S.B. Gautam, RD(N), MCA 011-24366038

Regional Director CS Alka Arora 09810375788

The Regional CounCil

© The Northern India Regional Council of the Institute of Company Secretaries of India. 2017.

Chief Editor: CS Dhananjay ShuklaEditor: CS Deepak Arora

Help Desk of [email protected]

MEMBERS OF EDITORIAL ADVISORY BOARD for NIRC-ICSI Newsletter-Insight

CS Harish K. Vaid - 9810188683CS N.K. Jain - 9818348811CS Ilam C Kamboj - 9810198429CS G P Madaan - 9810530312CS (Dr.) S Chandrasekran - 9871529529CS P.K. Rustagi - 9811652010CS (Prof ) J P Sharma - 9910401777CS Shweta Dixit - 9891318222CS Harish Kumar - 9871042232CS Manoj Kumar - 9910688433CS Aishwarya Mohan Gahrana - 9650338103CS Divesh Goyal - 8130757966

Printed & Published by :Alka Arora for and on behalf of Northern India Regional Council of the Institute of Company Secretaries of India 4, Prasad Nagar Institutional Area, New Delhi-110005; E-mail: [email protected]; Phones: 49343000; Fax: 25722662; Printed at : KT Printers 18/114 C, Street No.3, East Moti Bagh, Sarai Rohilla, Delhi -110007; Published at: NIRC-ICSI, 4, Prasad Nagar instl. Area, New Delhi.


Introduction All successful business ventures have few names behind their success and growth stories. In context of a company, such people are known as promoters or founders. A promoter or a founder is that person who has put his skin in the game more than anyone else. Therefore, a promoter, at least in his mind rightly believes that he has the right to keep the company under his control.

At the same time, the rest of the world has learnt it the hard way that such position of authority of promoter has often resulted in rampant abuse. With the arrival of the 21st century, the insecurity of minority shareholders in a company only increased, when they witnessed corporate frauds of staggering magnitude such as Enron, Satyam and NSEL. Perhaps, the world can't blame the minorities for feeling the urge to have deeper engagement in the business.

To have such deeper engagement, minority shareholders took shelter of the contractual rights that came in the form affirmative voting rights or reserved matters under a heavily negotiated shareholders agreement. In simple terms, reserved matters are those on which a company cannot act unless investor's consent is obtained, Insecurity regarding the day to day management of the company and failed investments prompted minority investors to broaden the horizon of the affirmative rights to include certain items in which historically they were never interested.

While the minority investors were continuously focusing on strengthening their contractual rights, the Indian regulator and courts were struggling to ascertain as to who is in real control of a corporation. The one who is named as promoter, or the one who although holds a minority stake but controls the company through an aggressive set of contractual rights and privileges. This led the regulators and courts to scrutinize contracts governing day to day operations of the company, such as shareholders agreement and joint venture agreements. It was then only a matter a time, when legislature picked up the concern and came up with periodical enactments to amplify the scope of the word "control".

The convergence of the trends and insecurities of the minority shareholders on one hand and the legislature and courts on the other presented unconscious and rather unintended consequences. Regulators have started categorizing a minority shareholder with excessive rights on the affairs of the company as the person in control of the company. This may result in a proactive minority shareholder finding himself in the zone of a controlling shareholder and thereby losing its shield of a passive investor and burdened with such responsibilities and liabilities which it never desired or foreseen.

Evolution of concept of ‘control’Historically, the term control has always been understood in the context of positive control. Even Press Note 2 of 2009 issued by Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India, defined the term "control" as the power to appoint majority of directors on the board of the company in context of ascertaining if a resident Indian company is controlled by a non-resident or not.

However, there has been a departure from this settled position after codification of the concept of control under several subsequent legislations, such as the Consolidated Foreign Direct Investment Policy issued by the

Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India (the "FDI Policy") of the year 2010, Section 5 of the Competition Act, 2002 (the "Competition Act") which was notified on June 01, 2011, SEBI (Substantial Acquisition of Shares and Takeover) Regulations 2011 ("SEBI Takeover Regulations") and Section 2(27) of the Companies Act, 2013 ("Companies Act").

All these subsequent legislations expanded the scope of control beyond majority ownership of shares and majority representation on board. Control now includes the ability to control the management or policy decisions, directly or indirectly, including by shareholding or management rights or shareholders agreements or voting agreements or in any other manner. The definition is more or less similar in all the major economic legislations.

Judicial Response to the Legislative InitiativeOnce the law was given a new flavor, it was only a matter of time for the judiciary (or quasi-judicial bodies) to respond to such change. A recent decision by Securities Exchange Board of India ("SEBI") in the matter of Subhkam Ventures (I) Private Limited Vs. The Securities and Exchange Board of India1 sent shock waves and disarray among investors and promoters. In Subhkam case, SEBI examined the concept of "control" for the purposes of Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("Erstwhile Takeover Code")2.

SEBI vide its order held that certain minority protection rights, including the right to nominate director(s) on the board, right to be present to constitute quorum and the affirmative voting rights constituted "control" for the purposes of the takeover regulations. However, Securities Appellate Tribunal ("SAT") overturned SEBI's decision holding that "control", as per the definition of the term under the Erstwhile Takeover Code is "a proactive and not a reactive power". Control denotes such a position in which an acquirer can command the target to do what it wants. SAT vide its order further held that control really means creating or controlling a situation by taking the initiative. Power by which an acquirer can only prevent a company from doing what the latter wants to do, by itself does not amount to control.

The aforesaid SEBI's decision of bringing "negative control" within the purview of "control" under the Erstwhile Takeover Code raised serious concerns among the private equity and venture capital investors community as these rights are commonly granted to investors under investment agreements. The entire investment/fund community therefore looked to the Supreme Court to settle the question of "control" once and for all. However, both SEBI and Subhkam Ventures reached at an out of court settlement in the matter leaving no option for the Supreme Court but to dispose-off the appeal, without expressing any opinion on the issue of law. Furthermore, Supreme Court while disposing the appeal stated that the order of SAT, which overrules SEBI's aggressive interpretation of control, will not be treated as a precedent in the matter of law. This added further ambiguity as to the position of law on whether the grant of certain rights in investment agreements would tantamount to the acquisition of "control", at least for the purpose of Takeover Regulations.

While SEBI was getting cracking with its interpretation of control, Competition 1 [Appeal No. 8 of 2009; Decided by Supreme Court on January 15, 2010].2 The definition of "Control" has not changed under the Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

“…Minority Protection - Tipping The Control Balance…"

CS Harish Kumar, Managing Partner, HSK Advocates | E-mail: [email protected]

Article

*The views expressed are personal views of the author and it should not be taken as views of the NIRC-ICSI.


Commission of India ("CCI") was not far behind. Although, the Competition Act defines control rather conservatively, as the ability to control the affairs or management of an enterprise, CCI consistently held that the presence of veto and affirmative rights are determinative of control. In Century Leasing Corporation and Tata Capital Financial Services Limited3, CCI held that affirmative rights such as approval of business plans, commencing a new line of activity, discontinuing any existing line of activity or business, any strategic business decisions, envisages a situation of control over the assets as well as operations of the company. Similarly, in the matter of Alpha TC Holdings PTE Limited and Tata Capital Growth Fund I4, CCI held that the affirmative rights for which consent of the acquirer is required include strategic commercial decisions of the company and, therefore they cannot be considered as mere minority protection rights and they reflects the acquirer's control over the company.

In the matter of Etihad Airways PJSC and Jet Airways (India) Limited5, Etihad Airways PJSC entered into an investment agreement for acquisition of 24% equity shares of Jet Airways (India) Limited and in the process, had also executed other ancillary agreements such as shareholders agreement, commercial cooperation agreement ("CCA"). CCI after scrutinizing such agreement concluded that the acquisition falls within the purview of control, and accordingly, the parties were deemed to have entered a composite combination with the common and ultimate objective of enhancing their airline business through joint initiatives. In CCI's view, the effect of these agreements including the governance structure establishes Etihad's joint control over the assets and operations of Jet.

CCI's ruling in Etihad-Jet case is surprising, given that in this case, Etihad was acquiring only 24% stake and did not have any veto rights or quorum rights. Further, Etihad only had the right to appoint 2 out of a board of 12 directors, with no casting vote. Surprisingly, SEBI cleared the proposed acquisition by Etihad and held Etihad has not acquired control for triggering the SEBI Takeover Regulations.

The juxtaposed views of SEBI and CCI in Jet-Etihad matter, but similar views otherwise on affirmative voting items may create a sense of discomfort in the minds of the investors. Although, the divergent views of the regulators could be because difference of purpose and objective of the SEBI Takeover Regulations and Competition Act, yet any jurisprudence on the concept of "control" cannot be ignored.

Categorization of a minority shareholder as the person in control of the company, based on the reserved matters has left many unanswered questions. For instance, would such investor be categorized as promoter for compliance under the Companies Act (as the term promoter under Section 2(69) of the Companies Act includes a person having control)? Would the new-found promoter have fiduciary duties towards the company? Would the minority shareholder in control treat such company as its associate company and prepare consolidated account for itself as required under the Companies Act? Would the company be required to treat and depict such investor as its promoters in the company's annual return? Probably, the answer (with required amount of certainty) to these conclusive questions is not yet known.

Companies Law Committee Report vis-à-vis “Control”The Company Law Committee, constituted by the Ministry of Corporate Affairs, Government of India (“MCA”), in its report dated February 01, 2016 submitted to MCA, discussed and deliberated at length about the public suggestions relating to feasibility of limiting the definition of term “control” as defined under Sec. 2(27) of the Companies Act, 2013. During the process of public consultation, a demand was also made to bring the definition in 3 [C-2012/09/78]4 [C-2014/07/192]5 [C-2013/05/122]

consonance with the definition of control as per Accounting Standard 110. Under Accounting Standard 110, the term “control of an investee” is defined as “an investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee”. However, while rejecting all such demands of making alteration to the present definition of “control” under the Companies Act, the Company Law Committee emphasized on the need of having an inclusive definition of “control” as presently exists under Companies Act in view of the myriad of constantly evolving instruments and corporate structuring.

SEBI’s Bright Line Tests for determining acquisition of ControlTo bring harmony and aiming to remove the uncertainties and ambiguities around acquisition of control, SEBI vide its press release6 came out with a discussion paper on bright line test for determining acquisition of ‘control’ under the SEBI (SAST) Regulations, 2011. The SEBI while mentioning about the need for such bright lines in control under the aforesaid discussion paper, inter-alia, mentioned that assessing whether an entity controls a company is straightforward in cases where the rights accrue to the entity through its shareholding/voting rights in the company. However, in cases of rights accruing through contractual agreements, such assessment becomes complex and requires consideration of facts and circumstances of the case, therefore, the nature of definition of control is based on certain defined principles rather than rule-based. It is only while applying these principles on a set of facts, that there is a rise of multitude of opinions and has led to litigations.

Under the aforesaid discussion paper, SEBI has proposed certain protective rights which will not amount to exercise control in any manner. These include the appointment of chairman/vice-chairman, observer, covenants specified by lenders, commercial agreements, veto rights, etc. SEBI has also proposed a list of veto rights where acquisition of control is not applicable. Earlier, it was left open to SEBI to decide whether there has, indeed, been a change in control based on the facts and circumstances of each individual case. However, the proposed bright-line approach comprising objective factors would leave little or no room for varying interpretations, and is expected to finally put to rest the regulatory uncertainty on the definition of control.

Concluding RemarksIn the light of aggressive position taken by SEBI and CCI, the minority investors are in catch 22 situation. If they increase the scope of their scrutiny over the day to day affairs of the company, they run the risk of getting scrutinized themselves. If they structure their rights and position carefully to steer clear from deeper involvement in the management and policy decisions of the company, promoters may opportunistically compromise the transparent operations of the company.

Come what may reserve matters are so critical to the investors that they are here to stay. There might be some changes and tweaking to the list. One may take a view that so long as the affirmative rights are not participative in nature to interfere with day to day operations of the company and are solely protective in nature, they may not be construed as resulting in control. Has a contractual right surpassed its passive nature is question that must be answered on a case to case basis, as every agreement and every right is peculiar. In this article we don't wish to lay out a list of safe reserved matters or tricky ones. Our purpose will be achieved if the reader asks himself the right questions before choosing to go in one of the two directions.

Disclaimer: The views expressed in the article above are those of the author. Unless otherwise noted, the author is writing in his personal capacity.6 PR No. 56 of 2016

Article


Case Study - Revival of Struck Off Companies

CS Harish Kumar, Managing Partner, HSK Advocates | E-mail: [email protected]

Short Summary:In this Flash editorial, the author begins by referring the provisions of section 252 of Companies Act, 2013 relating to Revival of Companies Struck off from the record of the Registrar. The main thrust of the article, however, is upon the ‘DISCUSSION ON CASES DECIDED BY NCLT IN 2017 U/S 252 FOR REVIVAL OF COMPANIES”

As per date available on NCLT website approx 20 application has been decided by the Hon’ble NCLT u/s 252 for revival of Struck off Companies, among 20 decision the ratio of rejection and approval is equal (50-50).

In this editorial the author shall discuss the (i) Decisions of NCLT; (ii) penalties impose by NCLT; (iii) Directions given by NCLT;(iv) Basis of acceptance and rejection of applications etc.

Introduction:At the end of the June, 2017 ROC has struck off the 100,000 (One Lakh) Companies from its record. List of Companies struck off from record of ROC available at below given link1. Even Our Hon’ble Prime Minister Mr. Narender Modi in his speech at ICAI on CA day has confirmed that scrutiny of 300,000 (Three Lakh) Companies are going on, which can be struck off u/s 248(1).

The companies which struck off by the ROC includes (i) Companies having Assets, (ii) Companies having liability (iii) Companies working but not met with ROC compliance (filing of AOC-4/ MGT-7) (iv) Non working Companies.

As the Companies which was not functioning are pleased with the decision of struck off their Companies by ROC itself, on the other hand Companies which was running or having assets or both are under difficulty to get it revive from the NCLT. Companies which have liabilities in these cases creditors get exaggerated by the decisions of ROC can file application with NCLT for revival and to claim amount from the Companies.

As due to such mass struck off by ROC many applications have filed by the Companies with NCLT for revival of Companies.

DECISIONS OF NCLTCase Law Detail:

Case Name Mahabharat Builders & Developers Ltd. Vs. ROC MumbaiBench Name The National Company Law Tribunal (NCLT), Mumbai

BenchDate of Order 20th July, 2017Section 252(3)

1 http://www.mca.gov.in/MinistryV2/stk7publicnotices5.html

Grounds of Revival in case Struck off on Suo-moto by the Company:

Fact of the Case:

Petitioner……….. The Company strike off on the application of the Company itself vides order dated: 02.01.2015.

Petitioner………..Company filed the application for strike off due to recession. Now owing to favorable market conditions, since the management is interested to start a new project for housing development, the directors and shareholders of the Company have come together and decided to carry on business mentioned in the objective of the Company.

Decision of NCLT:

The provision u/s 252(3) could be invoked only when the Company is struck off from the Register of Companies on the following ground:

Either inadvertently or on misinformation furnished by the Company or its directors or;

Or if any application comes from any member/workman with a grievance saying that this company was struck off while carrying on business.

It is on face appears that Company has been struck off on the application given by the Company, now it is not the case of applicant it was struck off inadvertently or on misinformation given by Company or its directors, it is also not the case of the applicant that this company is still carrying business,

so now the market conditions are favorable, Company wants to restore the company, which is not permissible u/s 252(3).

THIS PETITION FAILS AND THE SAME IS DISMISSED.Case Law Detail:

Case Name Kasak Abasan Pvt Ltd. Vs ROC , WBManish Awana Vs ROC, WBMohit Parikh Vs. ROC,WBSheikh Nuruzzaman Vs ROC,WBManoj Kumar Agarwal Vs ROC, WB

Bench Name The National Company Law Tribunal (NCLT), Kolkata Bench

Date of Order 28th July, 201719th July, 201726th May, 201726th May, 201726th April, 2017

Article



Section 252Basis of Case Basis was same in all the above mentioned 5 cases,

given below

Fact of the Case:

Petitioner……….. Company strike off by ROC suo-moto.

Respondent…… ROC submitted his report with the statement showing calculation of filing fees and additional fees payable for e-filing the pending documents. If the status of company allowed to become ‘Active’ the petitioner company may be directed to file all its arrear documents including Financial statement and annual report till the F.Y. 2016 with normal filing fee and additional fees.

Respondent……ROC submitted complete sheet of fees including additional fees.

Decision of NCLT:

Petition can be permitted only on the compliance of statutory requirements as per law, as pointed out by the ROC in its Report.

NCLT allow the petition and direct the petitioner to comply with the statutory requirement by filing the arrear documents including the Financial Statement and Annual Return.

THIS PETITION ADMITTED AND WITHOUT ANY LATE FEES.Case Law Detail:

Case Name Furore Housing Finance and Investment(India) Ltd Vs ROC, WB


Date of Order 12th May, 2017

Section 252(3)

Petitioner is not Director, Member, Workmen or employee of the Company.

Limitation of Period for Restorations of revival of struck off Companies.

Fact of the Case:

Petitioner……….. Petition filed against the order of ROC, WB dated: 10.07.2012 pursuant to strike off name of Company.

Legal Background:

Section 252(1):

Any person aggrieved by an order of the Registrar, notifying a company as dissolved under section 248, may file an appeal to the Tribunal within a period of three years from the date of the order of the Registrar and if the Tribunal is of the opinion that the removal of the name of the company from the register of companies is not justified in view of the absence of any of the grounds on which the order was passed by the Registrar, it may order

restoration of the name of the company in the register of companies:

Decision of NCLT:

As per Section 252(1) any aggrieved person can file petition for restoration of name of Company with in limitation period of 3(three) years.

Hon’ble NCLT pronounce that, this appeal has been filed after a lapse of about 5(five) years from the date of the order of ROC. Therefore, appeal is time barred and liable to be dismissed as not maintainable.

THIS PETITION FAILS AND THE SAME IS DISMISSED.

Case Law Detail:

Case Name Registrar of Companies, Gujarat V/s. Trans Housing Finance Corporation Ltd.

Bench Name The National Company Law Tribunal (NCLT), Ahmedabad Bench

Date of Order 5th June, 2017

Section Section 252 of Companies Act, 2013

Appeal No. 6/252/NCLT/AHM/2017

Fact of the Case:

Petitioner…….. Application is filed by ROC, Ahmedabad, Gujarat u/s 252 seeking order to restore the name of Company.

Petitioner…….. As per CAV Judgment dated 27.08.2015 Hon’ble High Court, Gujarat the amount due from the Company have to be recovered by Liquidator of Alps BPO Services Limited:

Petitioner……..The Hon’ble High Court instruct the Liquidator to restore the name of Company, thereupon Regional Director requested the ROC, Gujarat to file an application before NCLT u/s 252

Respondent…… The name of respondent company comes to be struck of from the ROC on 4.08.2011 u/s 560 of Companies Act, 1956.

Decision of NCLT:

Whether appeal is filed within period of Limitation?

The Company was struck off from ROC, Gujarat on 04.08.2011 u/s 560 of CA, 1956. This appeal filed on 28.02.2017.

Section 252(1) proviso enabled ROC to file appeal before NCLT for restoration of name of Company within a period of 3(three) years from the date of passing of order of Struck off.

The period of limitation for filing appeal by the ROC commences from date of passing of order i.e. 04.08.2011 even though it is treated that the order passed u/s 560 of old code is treated as order under Section 2489 of the Act. Therefore, this appeals is barred by limitation.


Article


While the Introduction of Goods and Services tax (GST) is considered as a major forward looking step in the tax administration in India, the contention is that the service sector in the country would face major handicaps than the manufacturing or trading sector. Banks and financial services institutions belongs to the framed category. Because of the varied nature of their operations, especially their pan- India ambit, compliance of GST is a major challenge for them. Some of the major factors that inhibit their adoption of the regime are the number of branches spread across states, which makes registration process a hurdle, input tax credit procedures, issues relating to assessment and adjudication as assessments would be done by the respective state regulators under which the respective branch is registered and prevalence of more than one adjudicating authority, which may have different opinions on single topic. As such the sector faced several issues in terms of customer profiles, services matrix, IT systems and operation to capture the data at both front and back end.

Procedural System ChangesHow do banks and financial services institutions view challenges and complexities that they face in the wake of GST Implementation? Introduction of GST called for procedural as well as system level changes, which are to be implemented to ensure proper compliance of various provisions under GST Act. These are the following major challenges:

As banks have place of business in almost all states/ UTs, they need to have separate registration in each state/UT.

There should be IT systems prepared to comply with the data requirement for filling of GST returns, retrieval of transaction level data needs to be ensured.

There is need to ensure full compliance with respect to filing of returns in time- provisional as well as final output and input returns on a monthly basis, updating of additional details of customers to ensure proper computation of tax liability and credit.

They will have to handle increased number of returns-state wise, monthly/annual and transaction wise (output/input) returns.

They have to handle amendments in returns, credit/debit notes

GST Effect on Banking ServicesCS PALLAVI BIYANI,Assistant professor, Department of Management Studies Swami Keshvnand Institute of Technology, Management & Gramothan, Jaipur | E-mail: [email protected]

for earlier transactions, matching input credits details uploaded by suppliers with available credit as per the books etc which are ongoing additional tasks.

They would need additional workforce for filing, verifying data accuracy, reconciliation of input credits.

They have to generate and communicate GST invoices to customers, undertake updation /modification of incorrect input data at transaction entry level at branches and also counter lack of awareness among customers.

Now, Federal Bank is ensuring effective implementation and proper compliances of relevant provisions of GST laws and regulations. An effective team has been constituted to ensure timely handling of all the challenges related to implementation and smooth adaptation of the changed tax environment. Further, system level changes are being implemented to meet the expected high level of GST compliance.

InevitableBanking professionals in general feel GST being a major Tax reform in the country, some initial complexities in the implementation are inevitable and these are bound to get settled over a period of time. The major challenge is the understanding at ground level, which needs continuous communication and engagement. Like banks, other financial institutions like NBFCs, Brokerages and AMC s too are facing the challenges of implementation of the regime. Securities companies are now levying GST on delayed payments which is largely interest applicable in nature and making all the necessary software changes/ sourced external software as a solution.

State wise ComplianceGST and its impact on financial services also put emphasis on multiplicity of compliances, partial readiness of the IT infrastructure and virtual division of an organization into many state wise organizations has vexed in this sector. Banks and financial services institutions have had to grapple with state wise decentralized compliances and credit. Each bank has individually taken up the challenge depending on their product portfolio and risk appetite and majority of them are now equipped to face the challenge. But these institutions admit that increased compliance requirement issue is addressed by up gradation of IT applications. In order to ensure effectiveness and to minimize errors all GST related works should be centralized and should be undertaken at central office.

Place of supplyIdentifying the right place of supply is of paramount importance for every registered person as it helps determining the type of tax payable. As against the general perception the place of supply provision for the banking and financial services is relatively simpler. In compliance with the RBI guidelines, the banks as well as the financial institutions are required to undertake the KYC for their customers. Thus, for most of the banking products, there would always be an address of record with the banks, which makes it easier for them to identify the place of supply.


Article


The bigger hurdle would be attributing the liability to a state. In most cases, Bankers feels it is a one time exercise as according to their logic the communication address of the customers in records is a place of supply.

Multiple AuthoritiesDo banks and financial institutions think the fact that there will be different adjudicating authorities with each authority holding different opinion on the same underlying issue, will create roadblocks in the adjudication process? While the sector as whole feels the government will come up with guidelines for assessment, may take time. Lack of clarity or the possibility of interpreting the same provision in different ways will result in different opinions on the same underlying issue. There will be complications and uncertainties resulting from these as the view taken by different adjudicating authorities may differ. However at such early stage of GST implementation, expectations is to have one authority controlling one entity at the operational level. With the learning curve kicking in and proper and training from time to time, such difference of opinions can be minimized over a period of time.

Additional workPractically all fee based services have come within the ambit of GST. Obviously this increased the load on banks and financial institutions. But bankers feel this additional work can be streamlined and handled through automation. But some believe the pool of services which were taxed in the erstwhile service tax regime remains the same under the GST regime, with almost no addition therein, however it is believed the pool of services which were taxed in the erstwhile service tax regime remains the same under the GST regime, with almost no addition therein. In given same set of fee based income, the hassles have multiplied owing to the requirement to attribute the liability at the right place and identify right place of supply. Also establishing appropriate tax logics in the IT systems would prove fruitful in the long run as IT systems are flexible enough to absorb the amendments. The term ‘Supply’ has practically brought almost all fee based services within the ambit of GST and collating the required data for proper compliance of GST Law, viz transaction wise details at granular level, charges collected, GST on transaction (whether SGST,CGST or IGST), invoice numbers, customer State, GSTIN of the customer etc is a major challenge. All of these can be resorted by constituting well trained and high skilled GST team. Segregation of responsibilities and duties are to be assigned and supervised by the controllers.

Customer RelationsWhile the general view among bankers and financial services professionals is that the complexities in the system would not impact a firm’s relation with the customers, observed that the increased compliances has resulted in customer dissatisfaction. The main problem is in respect to refund of GST collected as to maintain the customers relationship, it is normal practice in banking industry to offer waiver/concession in applicable charges against the stringent norms of GST. Customers must understand that this levy is a pass through and there is significant instability in the law too. The impact of worsening customer relation is more in case of B2B financial services wherein the customer is desirous of availing the input tax credit but is denied due to a default by the bank due to unsettled law.

Decentralization ImpactBanks and financial institutions have been historically operating

under a centralized mechanism wherein an entire bank, even when present in 20 states was just one organization, engaged n seamless provisioning of financial services. Decentralization of the operations and consequent changes in the process has posed a great challenge for the banks and the financial institutions and the unprecedented need for revamping substantial operations, business processes and the systems has not been well received by the financial services sector owing to the complexity and huge cost involved. At the initial time of onboarding GST, the bank has faced issues on obtaining provisional user ID and password. However, over a period, it has resolved the issues with continuous follow ups with the concerned department/ officials. Reconciliation of input credit is a time consuming task which needs to be addresses effectively. As the transaction level basic details are captured in core banking system, pulling of further details of GST return filling in the prescribed format is facilitated through ASP and GST input return filling is suspended till March 2018, it is a concern for banking institutions.

Costlier ?It is a question to be analyzed that whether financial services would become costlier in the light of GST. While there is an increase in the tax rate to the extent of 3%, the banks and financial institutions are also eligible to claim the input tax credits, the banks and institutions ought to pass on the benefits of incremental input tax credit to the customers. But on the other side rate of GST is 18 % vis a vis erstwhile service tax at 15% applicable on banking services except certain exempted categories. Even though input credit can be availed on GST paid by B2B categories, B2C categories will have additional burden. Also the liability under reverse charge on the supplies received from unregistered dealers/ service providers will add to our operating cost , since this is a new levy which was not there in the earlier service tax regime and banks are allowed to utilize only 50% of the input credit. So it’s a mixed opinion of getting marginally costlier but effectively bearable.

Gains In FutureBanks are optimistic that the problems get sorted out n the long run and would be a major gain as claimed by the government. They are confident that all the initial implementation issues and concerns encountered in the transition period will be sorted out with the following advantages:

Input credit available for set off will be substantially higher compared to the service tax era

Bank’s customers credential can be better checked with GST returns

Transparent record for tax liability and input credit and settlement of dues

One to one tracking of transactions ensues better compliance of government regulations.

Once the dust settles, the initial pain points would gradually fade away and the banks may finally be able to reap the benefits of GST. GST is undoubtedly expected to give a boost to the Indian economy in the long run as it would make Indian market competitive at a global level. With the growth of national economy, the growth of financial services is inevitable. Also the government has shown a welcoming attitude towards rationalization measures recommended by the industry associations, which could further make life simpler for the industry at large.

ArticleArticle


Article

The Company always requires funds to manage the day to day operations. The funds can be raised either through Debt or Equity. However, if the Company wishes to raise the Capital through Equity, then it can be done by Public Issue, Rights Issue, Private Placement or Bonus Issue.

In the Companies Act, 1956, the process and definition of the Private Placement was not mentioned. Therefore, it allows many Companies to get involved with the malpractices. That's why, the Companies Act, 2013, introduced the provisions of Private placement to regularize the process of issue and allotment of securities in the Companies. The amendment made by the Companies (Amendment) Act, 2017 is a further step to fulfill the loopholes of the Companies Act, 2013.

As per the Section 42 of the Companies Act, 2013, Private placement is a process to offer securities or sending an invitation to subscribe securities to a selected group of persons identified by the Board. There are certain conditions that needs to be necessarily followed by the Company.

The Companies (Amendment) Act, 2017 will substitute the full Section 42 of the Companies Act, 2013 as and when it gets notified. Following is the crux of the changes to be introduced in the Section 42:

1. Restriction regarding the usage of subscription money- As per the Companies Act, 2013, theCompany could have used the subscription money after the allotment. It was required to file the return ofallotment (Form PAS-3) within 30 days of the allotment. However, the Companies (Amendment) Act, 2017will make it mandatory for every Company to utilize the subscription money only after filing Form PAS-3with the Registrar of Companies. The limit to file the Form has been reduced from 30 days to 15 days of the allotment.

If the Company fails to do so, the directors and promoters is liable to pay Rupees One thousand per day till the day default continues but the penalty cannot exceed Rupees twenty-five lakhs. The responsibility has been put on the directors and promoters so that management can take this seriously.

2. Maintaining records of the person to whom the Company will offer securities- As per the provisions of the Companies Act, 2013, it was mandatory for the Company to maintain the record of the people in Form PAS-5 to whom the invitation to subscribe the securities will be circulated through the letter of offer. And the Company cannot send offer letter to the person other than mentioned in Form PAS-5.

The Companies (Amendment) Act, 2017 has omitted the requirement of the Company to maintain the record in Form PAS-5. Also, there will be no requirement to file Form PAS-5 with the Registrar of Companies within 30 days of the circulation of letter of offer.

3. Changes in the penalty provisions- Earlier as per the Companies Act, 2013, if the Company fails tofollow any of the provisions of the private placement, the Company, its promoters and directors would beliable to pay the following penalties:

Amount involved in the offer or Rupees Two crores, whichever is higher and Refund the amount to the subscribers within a period of thirty days of the order imposing the penalty.

The Company (Amendment) Act, 2017 seeks to change the penalty provisions. Now, the Company, its promoters and directors will be liable to pay penalty of Rupees Two crores or the amount of offer, whichever is less. So, the minimum penalty of Rs. 2 crores has been done away with and the maximum liability Company can have is of Rs. 2 crores. However, it is mandatory for every Company to refund the amount to the subscribers along with the interest within a period of thirty days of the order imposing the penalty.

4. Right of Renunciation- As per Section 62 (l)(a) of the Companies Act, 2013, if the Company isissuing shares through Rights Issue, there is right of renunciation available to the offeree. However, this isnot applicable in case of Private Placement.

The new provisions in the Companies (Amendment) Act, 2017 clarifies this. The Company is not allowed to offer securities or allot securities to the person/ body corporate other than whose name has been identified by the Board or whose names were mentioned in the record, that is, Form PAS-5.

5. More than one issue of securities- As per the provisions of the Companies Act, 2013, the Companycannot offer shares through private placement unless the previous private placement offer has been closedor the same has been abandoned by the Board. Earlier, there were mixed opinions about whether theCompany can issue more than one security through one private placement offer.

Now, the clarity has been given by the Companies (Amendment) Act, 2017. This will sort and ease the process of private placement by allowing Companies to issue different type of securities through private placement at one go.

These were the major amendments to be introduced in the Companies (Amendment) Act, 2017 with regard to the Private Placement. The effort has been made in the right direction by safe guarding the interest of the subscribers, better compliances of law and ease of doing business for any corporate.

Disclaimer: The above information is only indicative and solely for

informational purposes. I expressly disclaim any liability to any person in

respect of anything, and of consequences of anything done, or omitted

to be done by any such person in reliance upon the contents of this

document.

PRIVATE PLACEMENT AS PER THE COMPANIES (AMENDMENT) ACT, 2017

CS Ekta Sharma | [email protected]



Limitation Period – Appeal against order of adjudicating authority - IBC

CS Divesh Goyal , Goyal Divesh & Associates | email: [email protected]

Short Summary:In this flash tabloid, the writer initiates by speak of the provisions of Insolvency & Bankruptcy Code, 2016 (hereafter referred as “I&B Code”) in relation to power of u/s 61(2) of I&B Code.

The main drive of the broadsheet, on the other hand, is upon the “What is Time Period for Filing of Appeal in NCLAT against the order of adjudicating authority”

In this editorial author discuss the provisions under Section 62(2) of I&B Code, 2016 and landmark judgement delivered by NCLAT, in case Steam Amod Amladi V/s. Mrs. Sayali Rane & Anr and Nityanand Singh and Co. V/s Ferrous Infrastructure Pvt. Ltd..

Case element:Case Name Amod Amladi V/s. Mrs. Sayali Rane Operational CreditorCorporate Debtor Citrus Check Inns LimitedBench Name The National Company Law APPELLATE

Tribunal (NCLAT)Link: http://ibbi.gov.in/webadmin/pdf/order/2017/

Dec/30th%20Nov%202017%20in%20the%20m at te r % 2 0 o f % 2 0 Am o d % 2 0 Am l a d i % 2 0Vs.%20Sayali%20Rane%20&%20Anr.%20CA%20(AT)%20(Insolvency)%20No.%20295-2017_2017-12-07%2013:13:42.pdf

Order Pronounced on

30th November, 2017

A. Factual Background:

I. Appellant claims to be investor of CD. Appellant alleging initiation of CIRP by Mumbai bench of NCLT u/s 9.

II. Appellant earlier made application in NCLT Mumbai Bench to recall the order dated 2nd May, 2017.

III. NCLT: Adjudicating authority rejected the prayer by impugned order dated 3rd October, 2017 on the ground that NCLT has no power to recall the order or dismiss the petition after admission.

In the present appeal the order dated “3rd October, 2017” challenge by the Appellant.

IV. Appellant: submitted that the petition u/s 9 preferred by the OC was filed fraudulently in connivance with the directors. According to him OC is also liable to be punished u/s 65 of “I & B Code, 2016”.

Findings of the NCLT Bench: Hon’ble NCLAT states that,

First: The Appellant is an Investor therefore, the Appellant cannot claim to be an ‘aggrieved person’ for preferring appeal against the order dated 2nd May, 2017 passed by Adjudicating Authority whereby the application under Section 9 of the ‘I&B Code’ was admitted. In fact, the Appellant being an investor is entitled to file its claim before the ‘Insolvency Resolution Professional Therefore, No relief can be granted to the Appellant.

Second: Further, as the order dated 2nd May, 2017 is not under challenge in this appeal this Appellate Tribunal cannot express any opinion with regard to the order of admission dated 2nd May, 2017. If the said order dated 2nd May, 2017 is allowed to be challenged, the appeal will be barred by limitation under sub-section (2) of Section 61 of the ‘I&B Code’.

For the reasons aforesaid, no relief can be granted.

Section 61(2) Every appeal under sub-section (1) shall be filed within thirty days before the National Company Law Appellate Tribunal:

Provided that the National Company Law Appellate Tribunal may allow an appeal to be filed after the expiry of the said period of thirty days if it is satisfied that there was sufficient cause for not filing the appeal but such period shall not exceed fifteen days.

Conclusion: in the above mentioned case 30 days has already been passed from the original order dated 2nd May, 2017. Therefore, one can opine that Appellant petition restricted under Limitation provisions of Section 61(2)

O N E M O R E C A S E

Case Name Nityanand Singh & Co. (OC) V/s Ferrous Infrastructure Pvt. Ltd.

Bench Name The National Company Law Appellate Tribunal (NCLAT)

Link: http://ibbi.gov.in/webadmin/pdf/order/2017/D e c / 2 9 t h % 2 0 N o v % 2 0 2 0 1 7 % 2 0 i n % 2 0the%20matter%20of%20Nityanand%20Singh%20and%20Co.%20Vs.%20Ferrous%20Infrastructure%20Pvt.%20Ltd.%20CA%20(AT )%20No.%20291-2017_2017-12-07%2013:12:16.pdf

Heard & Pronounced on Order

29th November, 2017

B. Factual Background:

I. This appeal has been preferred by the appellant (OC) against order dated 28th September, 2017 whereby application u/s 9 of I&B Code, 2016 has been rejected.

II. NCLAT: Appelant applied for certified copy of the impugned order

Legal Updates



after more than 30 days on 30th October, 2017, which was supplied to him on the same date i.e. 30th October, 2017.

III. The delay in making such application has not been explained. The appeal, after removal of defects, was filed on 27th November, 2017.

IV. Thus the appeal has been preferred after 60 days of the order i.e. 28th September, 2017.

F I N D I N G S O F T H E N C LT B E N C H :

Hon’ble NCLAT states that,

An appeal can be preferred by an aggrieved person under sub-section (1) and sub-section (2) of Section 61 of the I & B Code. As per sub-section (2) of Section 61 such appeal is to be filed within thirty days. As per proviso thereto, the Appellate Tribunal has power to condone the delay, if it is satisfied that there was sufficient cause for not filing the appeal but such period cannot exceed fifteen days from beyond the period of thirty days.

In this case as the appeal has been preferred after 60 days of the impugned order, we hold that Appellate Tribunal has no jurisdiction to condone the delay.

For the reasons aforesaid, we dismiss the application for condonation of delay. In the result the appeal is dismissed being barred of limitation.

Conclusion:

As per sub-section (2) of Section 61 such appeal is to be filed within thirty days. As per proviso thereto, the Appellate Tribunal has power to condone the delay, if it is satisfied that there was sufficient cause for not filing the appeal but such period cannot exceed fifteen days from beyond the period of thirty days.

Time Period Under “ibc Mandatory or Recommendatory

Short Summary:In this flash tabloid, the writer initiates by speak of the provisions of Insolvency & Bankruptcy Code, 2016 (hereafter referred as “IBC”) in relation to power of IBC in respect of Time Limits.

The main drive of the broadsheet, on the other hand, is upon the “Time Periods Mentioned under I&B Code, 2016 Whether Mandatory or Recommendatory?”

Introduction:

In this editorial author discuss the provisions under of I&B Code, 2016 in respect of different – 2 time limits mentioned under the Act i.e.

� Section 12. (1) Subject to sub-section (2), the corporate insolvency resolution process shall be completed within a period of one hundred and eighty days from the date of admission of the application to initiate such process.

� Section 7. (4) The Adjudicating Authority shall, within fourteen days of the receipt of the application under sub-section (2), ascertain the existence of a default.

� Section 7. (5) Adjudicating Authority shall, before rejecting the application under clause (b) of sub-section (5), give a notice to the applicant to rectify the defect in his application within seven days of receipt of such notice from the Adjudicating Authority

The question arises whether time limits mentioned above are Mandatory in Nature or Recommendatory in nature. Answer of this question has been decided by the Supreme Court, NCLAT and NCLT in different – 2 judgments as mentioned below one by one.

Question 1. Whether the time period of 7 days given to a Financial Creditor/ Operational Creditor/Corporate Applicant to rectify defects in an application is mandatory or directory?

Case element:Case Name M/s Surendra Trading Company Vs. Juggilal

Kamalpat Jute Mills Co. Ltd & Ors.Court Hon’ble Supreme CourtOrder Date 19th September, 2017Appeal Against

NCLAT order of J K Jute Mills Company Limited vs. M/s Surendra Trading Company dated: 1st May, 2017

NCLAT Order: NCLAT, in J K Jute Mills Company Limited vs. M/s Surendra Trading Company [Company Appeal (AT) No. 09 of 2017], decided on 1st May, 2017, while considering various timelines under the Code, held that, the period of 7 days given to a Financial Creditor/Operational Creditor/ Corporate Applicant who has filed an application, to cure the defects in such application, is mandatory and failure to remove such defects entails rejection of application.

C. FACTUAL BACKGROUND: • Legal Provisions:

Section 7. (5) Adjudicating Authority shall, before rejecting the application under clause (b) of sub-section (5), give a notice to the applicant to rectify the defect in his application within seven days of receipt of such notice from the Adjudicating Authority.

Section 9. (5) Provided that Adjudicating Authority, shall before rejecting an application under sub-clause (a) of clause (ii) give a notice to the applicant to rectify the defect in his application within seven days of the date of receipt of such notice from the adjudicating Authority.

• Appeal filed in Supreme Court for the question of lawwhethertime period of 7 days Mandatory or Recommendatory is.

D. Finding oF Hon’Ble Supreme court:

Hon’ble Supreme Court states that,

� While considering the time period of 7 days given to an applicant to cure the defects, held, that the said time period is not mandatory and is merely directory and the failure to cure the defects in 7 days time period would not entail dismissal of application

� The Hon’ble Supreme Court observed that it has to be seen whether the rejection would be treated as rejection of application on merits thereby debarring filing of fresh application or the same is merely an administrative order.

Legal Updates


� In the former case, it would lead to travesty of justice as even though the case may have merits, the applicant would be shown the door without adjudication.

� If it is the latter case, then rejection of application in the first instance is not going to serve any purpose as applicant would be entitled to file fresh application which would have to be entertained. Thus, in either case, no purpose is served by treating the aforesaid provision as mandatory.

Hon’ble Supreme Court, while only considering the time period of 7 days given to an applicant to cure the defects, held, that the said time period is not mandatory and is merely directory and the failure to cure the defects in 7 days time period would not entail dismissal of application.

The period of 7 days notice period granted by NCLT to Financial Creditor, Operational Creditor, Corporate Applicant for curing defects in an application filed under section 7, 9 or 10 of the Code is Directory, subject to the rider above mentioned.

Question 2. Whether the time period of 14 days provided under the Code to NCLT to either admit or reject an application is

Mandatory or Directory?

Case element:Case Name J K Jute Mills Company Limited vs. M/s

Surendra Trading CompanyOperational Creditor Surendra Trading CompanyCorporate Debtor J K Jute Mills Company LimitedCourt National Company Law TribunalOrder Date 1st May, 2017Appeal Against NCLT, Allahabad Bench

The application was not decided by NCLT, Allahabad Bench, within the period of 14 days and hence, J K Jute filed an appeal contending that the NCLT had become functus officio1.

A. Factual Background: � Legal Provisions:

Section 7. (4) The Adjudicating Authority shall, within fourteen days of the receipt of the application under sub-section (2), ascertain the existence of a default from the records of an information utility or on the basis of other evidence furnished by the financial creditor under sub-section (3).”

� Appeal filed in NCLAT after expiry of 14 days in Allahabad NCLT Bench.

E. Finding of Hon’ble Supreme Court: Hon’ble NCLAT states that,

� The nature of provisions contained in Sub-section (4) of Section 7, sub-section (5) of section 9 and sub-section (4) of section 10 of the Code are merely procedural in nature, the same cannot be treated to be a mandate of law and the object behind these provisions is only to prevent delay in hearing

1 Meaning ‘an officer or agency whose mandate has expired either because of the arrival of an expiry date or because an agency has accomplished the purpose for which it was created. When used in relation to a court, it may also mean whose duty or authority has come to an end’

and disposal of cases.

� NCLT Observed That:

� The time period of 14 days prescribed under sub-section (4) of the section 7, sub-section (5) of section 9 and sub-section (4) of section 10 are to be counted from the date of receipt of application. The word date of receipt of application cannot be treated to be ‘date of filing of the application Therefore, 14 days’ period granted to the Adjudicating Authority under the provisions of the Code cannot be counted from the ‘date of filing of the application’ but from the date when such application is presented before the Adjudicating Authority i.e., ‘the date on which it is listed for admission/order

� In the appeal, NCLAT while considering various time lines under the Code, held that the time period of 14 days, within which NCLT is mandated to either admit or reject an application filed by Financial Creditor/Operational Creditor/Corporate Applicant, is only directory and not mandatory.

The time period of 14 days within which NCLT is mandated to either admit or reject application under section 7, 9 or 10 of the Code is DIRECTORY.

Question 3. Whether the time period of 180 days or 270 days (including 90 days extended period), provided under the Code for completion of CIRP is mandatory or directory?

Case element:Case Name J K Jute Mills Company Limited vs. M/s

Surendra Trading CompanyOperational Creditor Surendra Trading CompanyCorporate Debtor J K Jute Mills Company LimitedCourt National Company Law TribunalOrder Date 1st May, 2017Appeal Against NCLT, Allahabad Bench

The application was not decided by NCLT, Allahabad Bench, within the period of 14 days and hence, J K Jute filed an appeal contending that the NCLT had become functus officio.

A. Factual Background: � Legal Provisions:

Section 12. (1) Subject to sub-section (2), the corporate insolvency resolution process shall be completed within a period of one hundred and eighty days from the date of admission of the application to initiate such process.

� Appeal filed in NCLAT after expiry of 14 days in Allahabad NCLT Bench.

B. Finding of Hon’ble Supreme Court: Hon’ble NCLAT states that,

NCLAT observed that u/s 46: The resultant effect of non-completion of insolvency resolution process within the time limit of 180 days + extended period of 90 days i.e. total 270 days will result in to initiation of liquidation proceedings under section 33.

Legal Updates


Failure to complete the CIRP within the above period of 180 days, unless extended by a onetime extendable period of 90 days, would entail liquidation of the Corporate Debtor under the provisions of the Code.

Thus, the time period of 180 days or 270 days (including 90 days extended period) for completion of CIRP is MANDATORY.

CONCLUSION:On the basis of Judgement of Hon’ble Supreme Court and Hon’ble NCLAT it can be conclude like this.

A. The period of 7 days notice period granted by NCLT to Financial Creditor, Operational Creditor, Corporate Applicant for curing defects in an application filed under section 7, 9 or 10 of the Code is Directory, subject to the rider above mentioned.

B. The time period of 14 days within which NCLT is mandated to either admit or reject application under section 7, 9 or 10 of the Code is DIRECTORY.

C. The time period of 180 days or 270 days (including 90 days extended period) for completion of CIRP is MANDATORY.

Whether Certificate From Financial Institution is Mandatory under I & B Code, 2016

Short Summary:In this flash tabloid, the writer initiates by speak of the provisions of Insolvency & Bankruptcy Code, 2016 (hereafter referred as “I&B Code”) in relation to Certificate from the Financial Institution.

The main drive of the broadsheet, on the other hand, is upon the “Whether Certificate from a recognized financial institution u/s 9(3)(c) is a threshold bar to initiate insolvency Proceeding”?

In this editorial author discuss the provisions in respect of certificate from a recognized financial institution to initiate insolvency proceedings u/s 9(3)(c). and landmark judgement delivered by Hon’ble Supreme Court, in case Macquarie Bank Limited vs. Shilpi Cable Technologies Ltd.

Case element:

Case Name Macquarie Bank Limited vs. Shilpi Cable Technologies Ltd

Appellant Macquarie bank limitedRespondent Shilpi Cable Technologies LtdCourt Hon’ble Supreme CourtLink: http://ibbi.gov.in/webadmin/pdf/order/2017/

Dec/15th%20Dec%202017%20in%20the%20matter%20of%20Macquarie%20Bank%20L i m i t e d % 2 0 Vs . % 2 0 S h i l p i % 2 0 C a b l e % 2 0Technologies%20Ltd.%20Civil%20Appeal%20no.%2015135-2017_2017-12-19%2010:25:23.pdf

Order Pronounced on

15th December, 2017

F. Factual Background: � Macquarie Bank Limited, Singapore ('the Bank') issued a demand

notice under §8 of the IBC, through its lawyers calling upon Shilpi Cable Technologies ('Shilpi') to pay an outstanding debt.

� Shilpi failed to pay the said amount and the Bank initiated

insolvency proceedings before the National Company Law Tribunal ('NCLT').

� The Bank's petition was dismissed by the NCLT on grounds that the Bank had not complied with §9(3)(c) of the IBC.

� The appellant had approached the honorable Supreme Court aggrieved by decision of NCLAT in dismissing the application to initiate the insolvency proceedings against the respondent on the grounds of non-compliance of Section 9(3) (c) of the Insolvency and Bankruptcy Code, 2016.

The issue before the honorable court was whether a copy of the certificate from the financial institutions maintaining accounts of the operational creditor confirming that there is no payment of an unpaid operational debt by the corporate debtor as given under Section 9(3) (c) of The Insolvency and Bankruptcy Code, 2016 is mandatory in nature. Senior Counsel appearing behalf of appellant said that in the section “Shall” should be read as “may”. He said the provisions should not be read as mandatory, but as directory only.

G. Finding of Hon’ble Supreme Court: The two member bench comprising of Justice R.F.Nariman and Justice Navin Sinha observed “a copy of the certificate from the financial institution maintaining accounts of the operational creditor confirming that there is no payment of an unpaid operational debt by the corporate debtor is certainly not a condition precedent to triggering the insolvency process under the Code. The expression “confirming” makes it clear that this is only a piece of evidence, albeit a very important piece of evidence, which only “confirms” that there is no payment of an unpaid operational debt.

Further, annexure III in the Form also speaks of copies of relevant accounts kept by banks/financial institutions maintaining accounts of the operational creditor, confirming that there is no payment of the unpaid operational debt, only “if available”.

This would show that such accounts are not a pre-condition to trigger the Code, and that if such accounts are not available, a certificate based on such accounts cannot be give.

Therefore, as the facts of these cases show, a so called condition precedent impossible of compliance cannot be put as a threshold bar to the processing of an application under Section 9 of the Code and the important condition precedent is an occurrence of a default, which can be proved, as has been stated hereinabove, by means of other documentary evidence.

Conclusion: Certificate from a recognized financial institution is not a threshold bar to initiate Insolvency Proceedings is the Supreme Court's view.

Whether NCLT order under IBC

can be set aside – Due to Settlement

Short Summary:In this flash tabloid, the writer initiates by speak of the provisions of Insolvency & Bankruptcy Code, 2016 (hereafter referred as “I&B Code”) in relation to Power of NCLT OR NCLAT to set aside order after settlement between both the parties.

Legal Updates


The main drive of the broadsheet, on the other hand, is upon the “Whether order of admission of application u/s 9 or 7 issued by Hon’ble NCLT can be set aside by settlement between both the parties?”

Introduction:

While two parties litigate out their dispute before a court of law, there is always a possibility that a mutual settlement may be arrived at during the course of proceedings. There may also be a case that the parties were already negotiating for settlement of dispute; however either of the parties moves the court / tribunal as a matter of abundant caution.

In this editorial author discuss the provisions I&B Code, 2016 in relation to “Set Aside” order of admission of Petition u/s 9 or 7 of I&B Code, 2016.

Example: In case Hon’ble NCLT has passed order in favour of Operational / Financial Creditor and issued moratorium and appointed Insolvency Resolution Professional. In such case if Creditor and Corporate Debtor make settlement after admission of case. Whether they can approach NCLT for set aside its order of admission of application?

Legal Provision:Rule: 8 Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016:

“The Adjudicating Authority may permit withdrawal of the application made under rules 4, 6 or 7, as the case may be, on a request made by the applicant before its admission”

Hence, it is open to the Operational Creditor to withdraw the application under Section 9 before its admission but once its admitted, it cannot be withdrawn even by the Operational Creditor, as other creditors are entitled to raise claim pursuant to public announcement under Section 15 read with Section 18 of the I&B Code, 2016

In the case of “Mother Pride Dairy India Pvt. Ltd. Versus Portrait Advertising & Marketing Pvt. Ltd.” Parties move to NCLAT for set aside the order of adjudicating authority as dispute amongst the parties to the proceedings had been settled after admission of the application. In such case NCLAT reject the application on the basis of Rule 8.

The same happened in the case of Uttara Foods and Feed Private Limited V/s Mona Pharmachem. They moved the application before the Hon’ble Supreme Court

Whether order of admission of application u/s 9 or 7 under I&B Code, 2016 whether set aside or not due the settlement between the parties finally decided by Hon’ble Supreme Court in its land mark judgement as below:

Case element:

Case Name Uttara Foods and Feed Private Limited V/s Mona Pharmachem.

Court Hon’ble Supreme CourtOrder Date 13th November, 2017Appeal Against NCLAT order

H. Factual Background: � Ld. Council appeared on behalf of Appellant and respondent both

agree that the matter has since been settled amicably between the parties.

� NCLAT: As per rule 8 “The Adjudicating Authority may permit withdrawal of the application made under rules 4, 6 or 7, as the case may be, on a request made by the applicant before its admission” However, NCLAT doesn’t have power to set aside order after admission.

Inherent Power of NCLAT: As per Rule 11 of NCLAT Rules, Noting in these rules shall be deemed to limit or otherwise affect the inherent powers of the Appellate Tribunal to make such orders or give such directions as may be necessary for meeting the ends of justice or to prevent abuse of the process of the Appellate Tribunal.

I. Finding of Hon’ble Supreme Court: Hon’ble Supreme Court states that,

� In view of Rule 8 of the I & B (application to adjudication authority),Rules 2016, the NCLAT prima facie could not avail the inherent powers recognized by Rule 11 of NCLAT Rules, 2016 ‘to allow a compromise to take effect after admission of the insolvency petition.”

� Hon’ble Supreme Court states that, It may utilize its power under Article 142 of the Constitution of India, the relevant Rules of I&B Code, 2016 be amended by the competent authority so as to include such inherent powers.

Legal Provision Article 142 of Constitution of India: 142. Enforcement of decrees and orders of Supreme Court and unless as to discovery, etc ( 1 ) The Supreme Court in the exercise of its jurisdiction may pass such decree or make such order as is necessary for doing complete justice in any cause or matter pending before it, and any decree so passed or orders so made shall be enforceable throughout the territory of India in such manner as may be prescribed by or under any law made by Parliament and, until provision in that behalf is so made, in such manner as the President may by order prescribe

(2) Subject to the provisions of any law made in this behalf by Parliament, the Supreme Court shall, as respects the whole of the territory of India, have all and every power to make any order for the purpose of securing the attendance of any person, the discovery or production of any documents, or the investigation or punishment of any contempt of itself

Therefore, Supreme Court states that, this will obviate unnecessary appeal filed before this court in the matter where such agreement has been reached. On the fact of the case, we take on record the settlement between the parties and set aside the NCLAT order.

As a result, the appeal is allowed in the aforesaid terms.

Conclusion: In above mentioned case Hon’ble Supreme Court have give direction to Ministry of Law and Justice and appropriate authority of the I&B Code, 2016 to make the amendment in the rules to allow set aside of order of adjudicating authority after settlement between parties..

Legal Updates


Short Summary:In this Flash editorial, the author begins by referring the provisions of section 252 of Companies Act, 2013 relating to Revival of Companies STRUCK off from the record of the Registrar.The main thrust of the article, however, is upon the“What are the Conditions required to be satisfied by NCLT before issue order for revival of Name of Company.”

In this editorial author discuss the decisions of Hon’ble National Company Law Tribunal (NCLT), New Delhi, Principal Bench in case of S. K. Bajaj Rubber Private Limited v/s ROC Delhi. This article contains Ground on which a Company can be revive by application in NCLT.

Case Law Detail:

Case Name S. K. Bajaj Rubber Private Limited v/s ROC DelhiBench Name The National Company Law Tribunal (NCLT),

Principal BenchDate of Order 08th August, 2017Section 252(3)

Factual Background:Petition filed by the S. K. Bajaj Rubber Pvt Ltd and challenges the order of ROC for strike off the name of the Company. ROC exercises his power for strike off of Companies.

Under Companies Act, 2013 ROC has power to strike off the name of Company on the below mentioned two grounds:

248. (1) Where the Registrar has reasonable cause to believe that—

(a) a company has failed to commence its business within one year of its incorporation; [or]

(b) a company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455,

Respondent….The ROC struck off its name from the register on account of default in statutory compliances vide official Gazette Notification dated 31.05.2007.

Petitioner….The Company is active since inception and filed Financial with ROC upto 2003.

Respondent…. The Company has not filed financial statement as per the Act, contravene the provision of the Act compelling the ROC to believe that Petitioner was not carrying on any business or was not in operation.

Profit and Loss account shown by the petitioner in petition not showing any business except sale of Rs. 1.5 lac in 2009.

Company produced IT return only for the year 2008-09 shows that company is not carrying out any business as the time of strike off.

GROUNDS OF REVIVAL OF COMPANIESCS Divesh Goyal , Goyal Divesh & Associates | email: [email protected]

Hon’ble NCLT…. We have learned counsel for the parties and have perused the paper book with their able assistance. The provisions concerning restoration of the name of the company has been incorporate in section 252 of Act, 2013 which is pari material to section 5620 of Act, 1956.

Provisions relating Section 252:Section 252(1):

Statutory Provisions: Any person aggrieved by an order of the Registrar, notifying a company as dissolved under section 248, may file an appeal to the Tribunal within a period of three years from the date of the order of the Registrar and if the Tribunal is of the opinion that the removal of the name of the company from the register of companies is not justified in view of the absence of any of the grounds on which the order was passed by the Registrar, it may order restoration of the name of the company in the register of companies:

Section 252(3): A company, or any member or creditor or workman thereof feels aggrieved by the company having its name struck off from the register of companies, the Tribunal on an application made by the company, member, creditor or workman before the expiry of twenty years from the publication in the Official Gazette of the notice under sub-section (5) of section 248 may, if satisfied that the company was, at the time of its name being struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored to the register of companies, order the name of the company to be restored to the register of companies, and the Tribunal may, by the order, give such other directions and make such provisions as deemed just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off from the register of companies.

Decision of the HON’BLE BENCH:When we examine the facts of the present case, it becomes evident if any Company, or any member or creditor feels aggrieved by the order of ROC before expiry of 20 years. Section 252(3) contemplates that one of the three conditions are required to be satisfied before exercising jurisdiction to restore company to its original name on the register of the ROC namely:

That the Company at the time of its name was struck off was carrying on business.

Or it was in operation or

It is otherwise just that the name of Company be restored on the register.

When we apply the aforesaid statutory parameters to the facts of present case it not shown that when it was struck off it was infact carrying on business or it was in operation.It filed Annual Return in

Legal Updates



2003 ‘thus we find that section 252(3) would not come to the rescue of the petitioner.

This Petition fails and the same is dismissed with costs of Rs. 10,000/-.

Conclusion:In the above case the Hon’ble NCLT has decided that, where an application for restoration of company was made by petitioners and petitioner doesn’t fall in any of the criteria given under Section 252(3) such application cannot be accepted and dismissed the petition

As per language of Section 252(3) “It is otherwise just that the name of Company be restored on the register. Here the question,

Whether ‘having assets at the time of strike off” or ‘Liabilities at the time of strike off’ fall under condition no. 3?

What is the ground fall under condition No.3?

CASE STUDY - REVIVAL OF STRUCK OFF COMPANIES

Short Summary:

In this Flash editorial, the author begins by referring the provisions of section 252 of Companies Act, 2013 relating to Revival of Companies Struck off from the record of the Registrar. The main thrust of the article, however, is upon the ‘DISCUSSION ON CASES DECIDED BY NCLT IN 2017 U/S 252 FOR REVIVAL OF COMPANIES”

As per date available on NCLT website approx 20 application has been decided by the Hon’ble NCLT u/s 252 for revival of Struck off Companies, among 20 decision the ratio of rejection and approval is equal (50-50).

Introduction:

At the end of the June, 2017 ROC has struck off the 100,000 (One Lakh) Companies from its record. List of Companies struck off from record of ROC available at below given link1. Even Our Hon’ble Prime Minister Mr. Narender Modi in his speech at ICAI on CA day has confirmed that scrutiny of 300,000 (Three Lakh) Companies are going on, which can be struck off u/s 248(1).

The companies which struck off by the ROC includes (i) Companies having Assets, (ii) Companies having liability (iii) Companies working but not met with ROC compliance (filing of AOC-4/ MGT-7) (iv) Non working Companies.

As the Companies which was not functioning are pleased with the decision of struck off their Companies by ROC itself, on the other hand Companies which was running or having assets or both are under difficulty to get it revive from the NCLT. Companies which have liabilities in these cases creditors get exaggerated by the decisions of ROC can file application with NCLT for revival and to claim amount from the Companies.

As due to such mass struck off by ROC many applications have filed by the Companies with NCLT for revival of Companies.

1 http://www.mca.gov.in/MinistryV2/stk7publicnotices5.html

DECISIONS OF NCLTCase Law Detail:

Case Name Mahabharat Builders & Developers Ltd. Vs. ROC MumbaiBench Name The National Company Law Tribunal (NCLT), Mumbai BenchDate of Order 20th July, 2017Section 252(3)

Grounds of Revival in case Struck off on Suo-moto by the Company:

Fact of the Case:Petitioner……….. The Company strike off on the application of the Company itself vides order dated: 02.01.2015.

Petitioner………..Company filed the application for strike off due to recession. Now owing to favorable market conditions, since the management is interested to start a new project for housing development, the directors and shareholders of the Company have come together and decided to carry on business mentioned in the objective of the Company.

Decision of NCLT:The provision u/s 252(3) could be invoked only when the Company is struck off from the Register of Companies on the following ground:

Either inadvertently or on misinformation furnished by the Company or its directors or;

Or if any application comes from any member/workman with a grievance saying that this company was struck off while carrying on business.

It is on face appears that Company has been struck off on the application given by the Company, now it is not the case of applicant it was struck off inadvertently or on misinformation given by Company or its directors, it is also not the case of the applicant that this company is still carrying business,

so now the market conditions are favorable, Company wants to restore the company, which is not permissible u/s 252(3).


Case Name Kasak Abasan Pvt Ltd. Vs ROC , WBManish Awana Vs ROC, WBMohit Parikh Vs. ROC,WBSheikh Nuruzzaman Vs ROC,WBManoj Kumar Agarwal Vs ROC, WB


Date of Order 28th July, 201719th July, 201726th May, 201726th May, 201726th April, 2017

Section 252Basis of Case Basis was same in all the above mentioned 5 cases,

given below

Legal Updates


Fact of the Case:Petitioner……….. Company strike off by ROC suo-moto.

Respondent…… ROC submitted his report with the statement showing calculation of filing fees and additional fees payable for e-filing the pending documents. If the status of company allowed to become ‘Active’ the petitioner company may be directed to file all its arrear documents including Financial statement and annual report till the F.Y. 2016 with normal filing fee and additional fees.

Respondent……ROC submitted complete sheet of fees including additional fees.

Decision of NCLT:Petition can be permitted only on the compliance of statutory requirements as per law, as pointed out by the ROC in its Report.

NCLT allow the petition and direct the petitioner to comply with the statutory requirement by filing the arrear documents including the Financial Statement and Annual Return.

THIS PETITION ADMITTED AND WITHOUT ANY LATE FEES.

Case Law Detail:

Case Name Furore Housing Finance and Investment(India) Ltd Vs ROC, WB


Date of Order 12th May, 2017

Section 252(3)

Petitioner is not Director, Member, Workmen or employee of the Company.

Limitation of Period for Restorations of revival of struck off Companies.

Fact of the Case:Petitioner……….. Petition filed against the order of ROC, WB dated: 10.07.2012 pursuant to strike off name of Company.

Legal Background:Section 252(1):

Any person aggrieved by an order of the Registrar, notifying a company as dissolved under section 248, may file an appeal to the Tribunal within a period of three years from the date of the order of the Registrar and if the Tribunal is of the opinion that the removal of the name of the company from the register of companies is not justified in view of the absence of any of the grounds on which the order was passed by the Registrar, it may order restoration of the name of the company in the register of companies:

Decision of NCLT:

As per Section 252(1) any aggrieved person can file petition for restoration of name of Company with in limitation period of 3(three) years.

Hon’ble NCLT pronounce that, this appeal has been filed after a lapse of

about 5(five) years from the date of the order of ROC. Therefore, appeal

is time barred and liable to be dismissed as not maintainable.


Case Name Registrar of Companies, Gujarat V/s. Trans Housing Finance Corporation Ltd.

Bench Name The National Company Law Tribunal (NCLT), Ahmedabad Bench

Date of Order 5th June, 2017

Section Section 252 of Companies Act, 2013

Appeal No. 6/252/NCLT/AHM/2017

Fact of the Case:Petitioner…….. Application is filed by ROC, Ahmedabad, Gujarat u/s 252

seeking order to restore the name of Company.

Petitioner…….. As per CAV Judgment dated 27.08.2015 Hon’ble High

Court, Gujarat the amount due from the Company have to be recovered

by Liquidator of Alps BPO Services Limited:

Petitioner……..The Hon’ble High Court instruct the Liquidator to

restore the name of Company, thereupon Regional Director requested

the ROC, Gujarat to file an application before NCLT u/s 252

Respondent…… The name of respondent company comes to be struck

of from the ROC on 4.08.2011 u/s 560 of Companies Act, 1956.

Decision of NCLT:Whether appeal is filed within period of Limitation?

The Company was struck off from ROC, Gujarat on 04.08.2011 u/s 560 of

CA, 1956. This appeal filed on 28.02.2017.

Section 252(1) proviso enabled ROC to file appeal before NCLT for

restoration of name of Company within a period of 3(three) years from

the date of passing of order of Struck off.

The period of limitation for filing appeal by the ROC commences from

date of passing of order i.e. 04.08.2011 even though it is treated that the

order passed u/s 560 of old code is treated as order under Section 2489

of the Act. Therefore, this appeals is barred by limitation.


Legal Updates


S. No.

Activities S e c t i o n s / R u l e s / Clauses, etc.

Acts/Regulations etc. Compliance Due Date

To whom to be submitted

Central Excise Related Compliance1. Summary Return on self-declaration

basis for the month of December, 2017 in GSTR-3B after paying appropriate taxes

Goods and Services Tax Rules, 2017

GST 20th January GST Authority

2. Monthly return for registered persons with aggregate turnover of more than Rs. 1.50 crores GSTR-1 (Dec, 2017)


GST 10th February GST Authority

3. Quarterly return for registered persons with aggregate turnover up to Rs. 1.50 crores GSTR-1 (Oct-Dec, 2017)


GST 15th February GST Authority

Income-tax Related Compliances4. Quarterly issuance of certificate of tax

deducted at source (other than salary) (Form No. 16A)

Section 192 Income-tax Act, 1961 30th January Income Tax Authorities

5. Quarterly issuance of certificate of tax collected at source (Form No. 27D)

Section 192 Income-tax Act, 1961 30th January Income Tax Authorities

6. Contractor’s Bill / Advertising / Professional service Bill - TDS collected for the previous month Section 194J (January, 2018)

Section 194CSection 194J

Income-tax Act, 1961 07th February Income Tax Authorities

7. Monthly payment of TCS (January, 2018) Section 206 Income-tax Act, 1961 07th February Income Tax Authorities

8. TDS from Salaries for the previous month (January, 2018)

Section 192 Income-tax Act, 1961 07th February Income Tax Authorities

9. Deposit TDS from salaries for the previous month in Challan No.281 (January, 2018)

Section 192 Income-tax Act, 1961 07th February Income Tax Authorities

RBI Related Compliances10. Reporting of actual transactions of ECB

in form ECB-2 within 7 working days (January, 2018)

ECB Rules FEMA, 1999 08th February RBI through Authorized Dealer

Economic, Industrial & Labour Law Related Compliances11. Payment of ESI contribution for the

previous monthRegulation 31 Employees’ State Insurance

Act, 1948 and

Employees State Insurance (Gen.) Regulations, 1950

21st January ESIC Authorities

12. Monthly return of Provident Fund for the previous month (December) Provident funds

Paragraph 38 of Employees’ Provident Act, 1952

Employees Provident Funds and Misc. Scheme, 1952

25th January Provident Fund Authorities

13. Monthly return of Provident Fund for the previous month with respect to International Workers.

Paragraph 36 The Employees' Provident Funds Scheme, 1952

25th January Provident Fund Authorities

14. Monthly payment of Provident Fund (PF) (Non Corporate)

(a) Paragraph 38 of Employees Provident Funds Scheme, 1952

(b) Section 418 of the Companies Act, 1956

(a) Employees’ Provident Funds and Misc. Provisions Act, 1952 (b) Exempted Scheme

15th February Provident Fund Authorities Trustees of Provident Fund

COMPLIANCE CHECKLIST FROM 20TH JANUARY TO 20TH FEBRUARY, 2018

Compliance Checklist


Compliance Checklist

S. No.

Activities S e c t i o n s / R u l e s / Clauses, etc.

Acts/Regulations etc. Compliance Due Date

To whom to be submitted

15. File monthly return for employees leaving / joining during the month of January

(Form No.5)

Paragraph 20(2) read with Paragraph 36(1) & (2)

The Employees’ Pension Scheme, 1995 (For exempted establishments under Employees Provident Fund and Misc. Provisions Act, 1952)

15th February Provident Fund

Commissioner

i) File monthly Return of employees entitled for membership of Insurance Fund (Form No.2(IF))

ii) File monthly Return for members of Insurance Fund leaving service during the month of January (Form no. 3(IF))

iii) File monthly return of members joining service during the month of January (Form no.F4(PS))

Paragraph 10 The Employees Deposit Linked Insurance Scheme,

1976 (For exempted establishments under Employees Provident Fund and Misc. Provisions Act, 1952)

15th February Provident Fund

Commissioner

Economic, Industrial & Labour Law Related Compliances16. Statement of giving the number of

Investor Complaints pending at the beginning of the Quarter those received during quarter, disposed during quarter and those remaining unresolved at the end of quarter

Regulation 13 SEBI (Listing Obligations and Disclosure Requirements) 2015

21st January Stock Exchange

17. Submission of Shareholding Pattern as at the end of the previous quarter

Clause 31 SEBI(Listing Obligations and Disclosure Requirements) 2015

21st January Securities & Exchange Board of India

18. Reconciliation of Share Capital Audit Regulation 55A SEBI (Depositories and Participant) Regulation 1996

30th January (within 30 days from the end of the Quarter)

Securities & Exchange Board of India

19. Submission of un audited financial results to stock exchange

33(3)(a to c) SEBI (Listing Obligations and Disclosure Requirements) 2015

Within 45 days of the end of each quarter

Stock Exchanges

In case where listed debt securities are secured by way of receivables/ book debts it shall obtain the following,-

(i) On Quarterly basis-

(a) Certificate from the Director / Managing Director of the issuer company certifying the value of the book debts / receivables;

(b) Certificate from an independent chartered accountant giving the value of book debts / receivables.

Regulation 15 SECURITIES AND EXCHANGE BOARD OF INDIA (DEBENTURE TRUSTEES)

(AMENDMENT) REGULATIONS, 2017

within 7 days of the relevant board meeting or within 45

days of the respective quarter whichever is earlier;

Debenture Trustee

Note : While every care has been taken in the preparation of this Compliance Check List to ensure its accuracy at the

time of publication, NIRC – ICSI assumes no responsibility for any errors which despite all precautions, may be found

therein. Members are requested to check the latest position with the original sources before acting upon on the

information published in this newsletter. Neither this Newsletter nor the information contained herein constitutes a

contract or will form the basis of a contract. The material contained in this document does not constitute/ substitute

professional advice that may be required before acting on any matter.

Compiled by: CS Abhishek Gupta | [email protected]

Supported by : CS Punit Arora | [email protected]


News from NIrC

NEWS FROM NIRCNIRC organised the following programs:Date Program Chief Guest/speakers Present16.12.2017 Workshop on Investor Education and

Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017

Guest Speakers: CS Rajveer Singh, AVP – Legal & Company Secretary, Chambal Fertilisers and Chemicals Ltd.; Mr. Rakesh Mehta, Asstt. Vice-President, National Securities Depository Limited(NSDL), Mumbai and Mr. Sagar S Gudhate

Manager, National Securities Depository Limited(NSDL), Mumbai

CS Rajiv Bajaj, CS Manish Gupta, CS Alka Arora and participants

24.12.2017 ICSI Convocation – 2017 (1st Session) (Northern Region) – to give away certificate of membership of the Institute to newly admitted members

Distinguished Guest: Prof. Sandeep Sancheti, President, Manipal University, Jaipur

CS (Dr.) Shyam Agrawal, CS Rajiv Bajaj, CS Ranjeet Pandey, CS Vineet Chaudhary, CS Dhananjay Shukla, CS Deepak Arora, CS Manish Gupta, Chairman and Managing Committee Members of Jaipur Chapter of NIRC, CS Dinesh Chandra Arora, CS Ashok Kumar Dixit,

CS Alka Arora and members

and their parents24.12.2017 ICSI Convocation – 2017 (2nd Session)

(Northern Region) – to give away certificate of membership of the Institute to newly admitted members

Distinguished Guest: Dr. Jyoti Kiran, Chairperson, Fifth State Finance Commission, Government of Rajasthan

CS (Dr.) Shyam Agrawal, CS Rajiv Bajaj, CS Ranjeet Pandey, CS Vineet Chaudhary, CS Dhananjay Shukla, CS Deepak Arora, CS Manish Gupta, Chairman and Managing Committee Members of Jaipur Chapter of NIRC, CS Dinesh Chandra Arora, CS Ashok Kumar Dixit,

CS Alka Arora and members

and their parents30.12.2017 Seminar on The Companies (Amendment)

Bill, 2017 & Condonation of Delay Scheme, 2018

Guest Speakers: CS Savithri Parekh, Sr Vice President - Legal & Secretarial, Pidilite Industries Ltd, Mumbai; CS S. Sudhakar, Vice-President (Corporate Secretarial), Reliance Industries Limited, Mumbai; Chairman of Panel Discussion: CS N K Jain, Corporate Advisor,(Past Council Member, Former Secretary & CEO,ICSI) Panelists: CS Ilam C Kamboj (Former AVP-Legal & Company Secretary, Hero MotoCorp Ltd.) Managing Partner, Kamboj Law Chambers; CS Ranjeet Pandey, Council Member, ICSI & Company Secretary in Practice

Session on Condonation of Delay Scheme, 2018: Distinguished Guest: Shri Rakesh Kumar Tiwari, Registrar of Companies, Delhi & Haryana and CS NPS Chawla (Past Chairman, NIRC-ICSI)

Associate Partner, Vaish Associates

CS Dhananjay Shukla, CS Rajiv Bajaj, CS Satwinder Singh, CS Pradeep Debnath, CS Nitesh Sinha, CS Manish Gupta, CS Alka Arora and members

30.12.2017 Valedictory Function of 274th Management Skills Orientation Program (MSOP)

Chief Guest: CS Suresh Kalra, Company Secretary and General Manager (Legal), Hema Industries Ltd.

CS Dhananjay Shukla, CS Pradeep Debnath, CS Nitesh Sinha, CS Alka Arora and participants

1-18.1.2018 Celebration of Uday Diwas by Plantation of Saplings

CS Dhananjay Shukla, CS Monika Kohli, CS Alka Arora and other members & students

1.1.2018 15 days Crash Course exclusively for Female Company Secretaries

Guest Speakers: CS Sharad Rajwanshi; CS Vinay Shukla; CS Monika Kohli; CS Roopali Aggarwal; Ms. Meenakshi Rishi; CS Purnima Sharma; CS Anjali Aggarwal; CS Payal M Puri, CS Gurjit Singh Anand; CS Muneesh Sharma and others

CS Dhananjay Shukla, CS Nitesh Kumar Sinha, CS Monika Kohli, CS Alka Arora and other members & students


News from NIrC

Date Program Chief Guest/speakers Present2.1.2018 Inauguration of 275th Management Skills

Orientation Program (MSOP)Chief Guest: CS Sanjay Mishra, Advocate CS Dhananjay Shukla, CS Nitesh Sinha, CS

Alka Arora and participants2-6.1.2018 5 Days Skill Development for students Members of the Institute and other

professionalsCS Dhananjay Shukla and participants

5.1.2018 Workshop on Licensing and Registration

Under Various Act/ Rules/ Regulations”

Guest Speakers: CS K K Singh, Company Secretary in Practice; and CS Gaurav Jain, Co-Founder, RSJ Lexsys Private Ltd.

CS Dhananjay Shukla, CS Pradeep Debnath, CS Alka Arora and participants

6.1.2018 Haryana State Conference (Host: Gurgaon Chapter) (Co-Host Chapters: Faridabad, Karnal-Panipat, Sonepat & Yamunanagar Chapters) on “GST: Good and Simple Tax, A Game Changer for the Indian Economy”

Chief Guest:Dr. Sudha Yadav, Former Member of Parliament, Lok Sabha, National Secretary, BJP;

Guest Speakers: CS Bimal Jain, Eminent Expert on Indirect Tax; CA Atul Gupta, Council Member-ICAI; CS P.K. Mittal, Advocate & Former Council Member-ICSI and CS Sanjeev Malhotra, GST Consultant, Gurgaon

CS Dhananjay Shukla, CS Ranjeet Pandey, CS Devender Suhag and other Managing Committee Members of Gurgaon Chapter, CS Alka Arora and participants

6.1.2018 Annual New Year get-together of Members CS Dhananjay Shukla, CS Rajiv Bajaj, CS Ranjeet Pandey, CS Satwinder Singh, CS Vineet Chaudhary, CS Pradeep Debnath, CS Nitesh Kumar Sinha, CS Monika Kohli, members

and their families8.1.2018 Campus Placement for Trainees CS Dhananjay Shukla, CS Alka Arora and

participants8.1.2018 Discussion Meeting on Opportunities for CS

under the Consumer Protection Act Guest Speaker: CS Nityanand Singh, Advocate CS Dhananjay Shukla, CS Alka Arora and

participants8.1.2018 to 4.09.2017

Executive Development Program for students

Members of the Institute and other professionals

CS Dhananjay Shukla and participants

8-12.1.2018 5 Days Entrepreneurship Development for students

Members of the Institute and other professionals

CS Dhananjay Shukla and participants

13.1.2018 Seminar on Rise and Shine: Sky is the Limit” Presided by: CS (Dr.) Shyam Agrawal, President-ICSI;

Guest Speakers: Shri Arun Naik, Director, SAFIM; Shri Jitender V Joshi; Seminar Leader, Prasanna Trust; Rajyogini Brahma Kumari Asha Didi, Chief, Omshanti Retreat Centre; Dr. Roop Singh, Eminent Doctor & Motivational Speaker

CS Dhananjay Shukla, CS Ranjeet Pandey, CS Pradeep Debnath, CS Nitesh Kumar Sinha, CS Alka Arora and members

14.1.2018 PCS Regional Conference (Host: Kanpur Chapter)

On PCS - In New Era in Terms of Precision, Competence And Speed

Chief Guest: Dr. R.C. Katiyar, Vice-chancellor, Chhatrapati Shivaji Maharaj University, Kanpur

Guest Speakers: CS Atul H Mehta, Past President-ICSI; Company Secretary in Practice, Mumbai; CS Ranjeet Pandey, Council Member-ICSI, Company Secretary in Practice, New Delhi; CS Adesh Tandon, Company Secretary in Practice; Shri Puneet Duggal, Registrar of Companies, Kanpur & Nainital and CS S K Gupta, Company Secretary in Practice

CS Dhananjay Shukla, CS Nitesh Kumar Sinha, CS Kaushal Saxena

and other Managing Committee Members of Kanpur Chapter and participants

17.1.2018 Cricket Match CS Dhananjay Shukla, and participants

17.1.2018 Disqualification of Directors & Condonation of Delay Scheme, 2018 & ICSI Vision 2022: Focus on new Curriculum

Chief Guest: Shri Rakesh Kumar Tiwari, Registrar of Companies, Delhi & Haryana Guest Speakers: CS Pavan Kumar Vijay (Past President, ICSI) Managing Director, Corporate Professionals Capital Pvt. Ltd. & CS Satwinder Singh (Council Member, ICSI) Partner, Vaish Associates

CS Dhananjay Shukla, CS Nitesh Kumar Sinha and members


Achievers column

Achievers column - icsi FrAternity Feels proud oF them

CS Jatin belongs to a very humble background and has done his XIIth in 2004 from S D public school Narwana, District Jind Haryana with a percentage of 94% and got admission into B.Com(H), Sri Ram College of Commerce, Delhi (2004 -07). Simultaneously, he started with CA and CS. Completed Company Secretary in Dec 2007 at an early age of 19 years with All india rank 8 in foundation and All india rank 14 in Finals. Also completed Chartered Accountancy with All india rank 30 in Nov 2008.

He has worked with Ernst & Young (2008-09, CTC 6 lacs), Nestle India (2010, CTC 12 lacs) and Asian paints (2011, Manager, CTC 18 lacs) before clearing UPSC exams and got into Indian Revenue Service in 2013. Got 1st Rank during IRS training and was awarded with 6 gold medals including Finance Minister Gold medal for Best probationary Officer. Currently, he is posted as Assistant commissioner income tax in Delhi.

Message:

Perseverance with Self belief and continuous Capacity building are key to success . I wish all the best to students.

CS JATIN GARG

CS Ravinder belongs to a very humble background and has done B. Com (Honours) Shri Ram College of Commerce, Delhi University, Delhi (1991-1993). He completed his Cost Accountancy in the year 1993. He became member of ICSI & ICAI in the year 1997. He is IAS of 1999 batch from Uttar Pradesh Cadre. He did Masters in Public Administration in the year 2009.

Currently handling Ease of Doing Business, industrial licensing and international cooperation division for Europe and CIS countries. As Director in DIPP, was involved in launch of National initiatives like Make in India and Startup India. Has worked as Executive Director of Udyog Bandhu Uttar Pradesh from December, 2003 to June, 2004 handling issues related to industrial promotion and facilitation. Has also worked as Additional Commissioner, Commercial Tax for Gautambudha Nagar Zone, Noida, Uttar Pradesh from May, 2012 to October, 2013 and was responsible for revenue of about Rs. 4,500 crore or about 12 per cent of total VAT revenues of Uttar Pradesh.

CS RAVINDER

OFFICE BEARERS OF NIRC-ICSI w.e.f. 19.01.2018CHAIRMAN

CS Pradeep Kumar Debnath (FCS : 6654)

Pradeep Debnath & Co.1105-06, Hemkunt House, 11th Floor 6 Rajendra Place, New Delhi-110 008

Phones: 011-45805621/25766200 | Mobile : 9910562121E-mail : [email protected]

VICE-CHAIRMANCS Rajeev Bhambri (FCS : 4327)

Rajeev Bhambri & AssociatesSCO No.9, 2nd Floor, Jandu Towers, Miler Ganj

Ludhiana- 141 003Phones : 4626033 (STD: 0161) | Mobile : 9915710010

E-mail : [email protected]@gmail.com

SECRETARYCS Nitesh Kumar Sinha (FCS : 7536)

N K S & Co.8A, UG CS Ansal Corporate Suites

Ansal Plaza, Sector-1, Vaishali, Ghaziabad - 201 010Mobile : 9871500827

E-mail : [email protected]


ATTENTION MEMBERS /STUDENTSThe details of Members Programs like Seminar, Conferences, etc. and soft copies of NIRC-ICSI Newsletters & Students’ programs viz EDP, PDP, MSOP, Students Activities, such as viz Moot Court Competitions, Elocution Competition, Essay writing, Company Law Quiz and Student Conferences are regularly updated on the NIRC Portal at ICSI website.To get updated information, Members & Students are requested to visit our following website regularly.

www.icsi.edu/niro

INVITATION FOR CONTRIBUTION OF ARTICLES & SUGGESTIONS FOR

IMPROVEMENT OF CONTENTS OF NIRC NEWSLETTER

NIRC of ICSI invites Articles from Members for publication in the NIRC Newsletter. Members are also requested to forward their comments/suggestions for further improvement of contents of Newsletter. Members may send the soft copy of their article and profile to NIRC by email to [email protected] for consideration by the Editorial Board.

CAREER AWARENESS PROGRAMSNIRC has organised 5 Career Awareness Programs & career fairs during the month of November-December, 2017 in various schools & colleges located in Delhi and surrounding areas. The students were apprised about the mode of registration in the course, syllabus, structure of the course and also the avenues available after completion of the Company Secretaryship Course both in employment and in practice. Pamphlets of Career in Company Secretaryship Course were distributed to the students.

COMPANY SECRETARIES BENEVOLENT FUNDMEMBERS ENROLLED FROM NIRC AS LIFE MEMBERS OF THE COMPANY SECRETARIES BENEVOLENT

FUND DURING THE PERIOD 04/12/2017 TO 28/12/2017

COMPANY SECRETARIES BENEVOLENT FUND

MEMBERS ENROLLED REGIONWISE AS LIFE MEMBERS OF THE COMPANY SECRETARIES BENEVOLENT FUND

DURING THE PERIOD 04/12/2017 TO 28/12/2017

LM NO. NAME MEMB NUMBER CITYREGION

NIRC

12942 MR. HITESH GAUR FCS - 9274 GHAZIABAD1

12943 MR. ABHISHEK KUMAR ACS - 53134 DELHI2

12944 MR. INDERGURPREET SINGH ACS - 32644 PATIALA3

12950 MR. SHASHANK PORWAL ACS - 51957 GURGAON4

12954 SH. RAAJESH KUMAR GUPTA ACS - 8709 NEW DELHI5

LIGHTER SIDE OF THE PROFESSION"What is the new year Resolution of your family?""From now onwards we shall be having two weeks of calm and peace every year.""Will you be going to Himalayas?""No,for one week my wife shall be going to her parents' place and thereafter I shall be going to my parents' place."

"Paramjeet Singh , why are you upset these days?""Because March is coming.""How it affects you?""The medical Officer of the company prepares a workaholic diet plan in terms of which he does away with all Lunch and Tea breaks."

—CS PARAMJEET SINGH, [email protected]

Members may send their contribution for this column at e-mail [email protected] for publication in the NIRC Newsletter-Insight. Decision of the Editorial Board of Newsletter in this regard will be final

Lighter Side of the Profession

NIRC - ICSI Newsletter | January 2018 29NIRC - ICSI Newsletter | October 2017 18

CSBF

7,50,000

C S D H A N A N JAY S H U K L A

10,000/-.

3,00,000

10,000/-

CSBF


1. Ab extra - From outside.

2. Ab initio - From the beginning.

3. Accessorius sequitur - One who is an acces-sory to the crime cannot be guilty of a more serious crime than the principal offender.

4. Actori incumbit onus probandi - The burden of proof lies on the plaintiff.

5. Actus nemini facit injuriam - The act of the law does no one wrong.

6. Ad hoc - For this purpose.

7. Ad infinitum - Forever, without limit, to infin-ity.

8. Amicus curiae - A friend of the Court.

9. Ante - Before.

10. Bona fide - Sincere, in good faith

11. Cadit quaestio - The matter admits of no fur-ther argument.

12. Cassetur billa (breve) - Let the writ be quashed.

13. Causa proxima, non remota spectatur - The immediate, and not the remote cause is to be considered.

14. Caveat emptor - Let the purchaser beware.

15. Caveat venditor - Let the seller beware.

16. Contra - To the contrary.

17. Corpus - Body.

18. De die in diem - From day to day.

19. De facto - In fact.

20. De futuro - In the future.

21. De jure - Rightful, by right.

22. De novo - Starting afresh.

23. Et cetera - Other things of that type.

24. Ex facie - On the fact of it.

25. Ex gratia - Out of kindness, voluntary.

26. Ex nihilo nil fit - From nothing nothing comes.

27. Ex parte - Proceeding brought by one person in the absence of another.

28. Ex post facto - By reason of a subsequent act.

29. Factum - An act or deed.

30. Generale nihil certum implicat - A general expression implies nothing certain.

31. Id est (i.e) - That is.

32. Idem - The same person or thing.

33. In camera - In private.

34. In delicto - At fault.

35. In omnibus - In every respect.

36. In personam - Against the person.

37. In situ - In its place.

38. Injuria non excusat injuriam - A wrong does not excuse a wrong.

39. Inter alia - Amongst other things.

40. Interim - Temporary, in the meanwhile.

41. Ipso facto - By that very fact.

42. Jus - A right that is recognised in law.

43. Jus ad rem; jus in re - A right to a thing; a right in a thing.

44. Jus dicere, non jus dare - To declare the law, not to make the law.

45. Jus naturale - Natural justice.

46. Jus scriptum aut non scriptum - The written law or the unwritten law.

47. Justitia nemini neganda est - Justice is to be denied to no one

48. Mala fide - In bad faith.

49. Mala in se - Bad in themselves.

50. Mandamus - We command.

LEGAL MAxIMSby CS Aishwarya Mohan Gahrana, Practising Company Secretary

Legal Maxims


Images

1

2

3

1 1) Inauguration of 275th Management Skills Orientation Program (MSOP) – 2.1.2018: Group photograph of participants alongwith C CS Sanjay Mishra, Advocate, CS Dhananjay Shukla, CS Nitesh Kumar Sinha, CS Alka Arora and Dr. Bhole Shankar Sikhwal.

2 2) Valedictory Function of 274th Management Skills Orientation Program (MSOP) – 30.12.2017: CS Nitesh Kumar Sinha, CS Dhananjay Shukla, CS Suresh Kalra, Company Secretary and General Manager (Legal), Hema Industries Ltd., CS Pradeep Debnath, Dr. Bhole Shankar Sikhwal and best presenters/best participants standing.

3 3) Cricket Match – 17.1.2018: CS Dhananjay Shukla with participants.


2

3

1

1 Release of Annual Planner during Seminar on Rise and Shine: Sky is the Limit (13.1.2018): CS (Dr.) Shyam Agrawal, President, ICSI, CS Dhanajay Shukla, CS Ranjeet Pandey, CS Pradeep Debnath & CS Nitesh Sinha.

2 PCS Regional Conference (Host: Kanpur Chapter) On PCS - In New Era in Terms of Precision, Competence And Speed (14.1.2018) : Chief Guest: Dr. R.C. Katiyar, Vice-chancellor, Chhatrapati Shivaji Maharaj University, Kanpur, CS Atul H Mehta, CS Ranjeet Pandey, CS Dhananjay Shukla, , CS Nitesh Sinha.

4 Seminar on Rise and Shine: Sky is the Limit (13.1.2018): L to R CS Pradeep Debnath, CS Shri Arun Naik, Director, SAFIM, CS dananjay Shukla, Shri Jitender V Joshi; Seminar Leader, Prasanna Trust, CS Nitesh Sinha, Rajyogini Brahma Kumari Asha Didi, Chief, Omshanti Retreat Centre; Dr. Roop Singh, Eminent Doctor & Motivational Speaker.

6 New Year Get Together (6.1.2018): CS Dhananjay Shukla with members.

5 Workshop on Investor Education and Protection Fund Authority (Accounting, Audit,Transfer and Refund) Second Amendment Rules, 2017 (16.12.2017): Guest Speakers: Mr. Rakesh Mehta, Asstt.Vice-President, National Securities Depository Limited(NSDL), Mumbai, CS Ankur Mittal, CS Rajiv Bajaj, CS Manish Gupta, and others.

3 Seminar on The Companies (Amendment) Bill, 2017 & Condonation of Delay Scheme, 2018: Guest Speakers: CS Savithri Parekh, Sr Vice President - Legal & Secretarial, Pidilite Industries Ltd, Mumbai, CS S. Sudhakar, Vice-President (Corporate Secretarial), Reliance Industries Limited, Mumbai, CS N K Jain Corporate Advisor (Past Council Member, Former Secretary & CEO,ICSI), CS Ilam C Kamboj (Former AVP-Legal & Company Secretary, Hero MotoCorp Ltd.) Managing Partner, Kamboj Law Chambers, CS Ranjeet Pandey, Council Member, ICSI & Company Secretary in Practice, CS Dhananjay Shukla, CS Satwinder Singh, CS Pradeep Debnath and CS Nitesh Sinha.

4

5 6

Date post:	31-May-2020
Category:	Documents
Upload:	others
View:	1 times
Download:	0 times

Monthly • Volume XXXVII • Page 1-32 • No.1 • January, 2018 · 2018-01-18 · Monthly •...

Documents