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J Sundharesan & Associates Governance & Compliance Advisors 63/1, Makam Plaza, 3rd Floor, West Wing, 3rd Main Road, 18th Cross, Malleshwaram, Bengaluru - 560055 Phone: +91- 80 – 2344 0238/ 39, Cell: +919880026296 www.jsundharesan.com 2017 The year of Transparency. Substance or Form Initiative by J Sundharesan CS NEWS C onnecting S tatutes 2017

CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

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Page 1: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J Sundharesan & Associates Governance & Compliance Advisors

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

18th Cross, Malleshwaram, Bengaluru - 560055 Phone: +91- 80 – 2344 0238/ 39, Cell: +919880026296

www.jsundharesan.com

2017 – “The year of Transparency”. Substance or Form Initiative by J Sundharesan

CS NEWS Co n n e c t i n g

S t a t u t e s

2017

Page 2: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

2

CS NEWS – INSIDE THIS EDITION

Topics Page No.

Analysis of Secretarial Standards 1 and 2 3

Heads Up on events that led to Heads Turn in October 2017 4-9

Corporate Development Judicial –

� Cochin Port Trust v. Container Trailer Owners Coordination

Committee [CCI]

� New Delhi Television Ltd v. Dy. Commissioner of Income Tax

[DEL]

10

10

From the Government –

� Companies (Arrests in connection with Investigation by serious

Fraud Investigation Office) Rules, 2017.

� Date of coming into force of section 212 (8),(9) & (10) of the

Companies Act, 2013

11-12

12

Save our Earth –

� Floating Rubbish Bin That Cleans Oceans

13

Updates –

� MCA Updates

14

BOARD ANATOMY – book authored by J. Sundharesan is now available at amazon.in

Page 3: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

3

ANALYSIS OF REVISED SECRETARIAL STANDARD – 1 = BOARD MEETING

1. Now board meeting can also be convened on a National Holiday.

2. Notice of every meeting shall not be sent to any director by courier.

3. As per the revised SS-1, permission of Independent director is not required for taking

note of any item not included in the Agenda.

4. Ratification by Independent director is not required to finalise the minutes where any

other decision taken at the Meeting which was not included in the Agenda.

5. An interested director shall be entitled to participate in respect of an item in which he is

interested by giving disclosures of his interest in that respect.

6. A Director shall not be treated as interested in a contract or arrangement entered into or

proposed to be entered into by the company with his relative.

7. In case of a private company, the chairman after giving a disclosure of his interest may

continue to chair and participate in the meeting in which he is interested.

8. The time of conclusion of the meeting is not required to be mentioned in the Minutes.

9. The Board’s Report shall include a statement on compliances of applicable Secretarial

Standards.

ANALYSIS OF REVISED SECRETARIAL STANDARD – 2 – GENERAL MEETING

1. Minutes of Annual General Meeting shall also state the serial number of the Meeting.

2. Minutes shall state, at the beginning the Meeting, name of the company, day, date,

venue and time of commencement of the Meeting.

3. Minutes of Meetings, if maintained in loose-leaf form, shall be bound periodically at least

once in every three years.

4. Advertisement shall be simultaneously placed on the website of the company till the

conclusion of Meeting.

5. In case of a private company, a member who is a related party is entitled to vote on

related party resolution.

6. Proof of Sending the notice of the meeting shall be retained for such period as decided

by the Board, which shall not be less than three years from the date of the Meeting.

Page 4: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

4

HEADS UP ON EVENTS THAT LED TO HEADS TURN IN OCTOBER 2017

Infosys promoters including Murthy, Nilekani offer shares worth Rs 2,038 crore for

buyback

InfosysBSE 0.52 % promoters, including iconic co-founders N R Narayana Murthy and Nandan

Nilekani, have offered to sell as many as 1.77 crore shares -- worth up to Rs 2,038 crore -- in

the company's Rs 13,000 crore buyback offer. The promoters group -- which includes most of

the founders and their families -- have expressed their intention to be part of the company's first

buyback plan in its over three-decade history and have offered to tender a maximum of 1.77

crore shares. At a buyback price of Rs 1,150 per share, this could mean a windfall of Rs

2,038.94 crore for the promoter group, if all the shares tendered by them are accepted in the

buyback offer. The founders and families -- classified as promoters group -- held 29.28 crore

shares, or 12.75 per cent, in Infosys at the end of June 2017.

The Bengaluru-based firm has been in the eye of a storm over the past few months, with

founders and erstwhile board members clashing over allegations such as corporate governance

lapses and irregularities in Infosys' USD 200-million Panaya acquisition. The spat -- often public

-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board

members, including Chairman R SeshasayeeBSE 2.44 %. They blamed Murthy's "misguided

campaign" for Sikka's abrupt exit. Infosys, on August 24, named co-founder Nandan Nilekani as

its new Non-Executive Chairman, bowing to the demands of co-founders and large institutional

investors. However, the tensions between the two camps do not seem to be subsiding as

Seshasayee launched another offensive last week against alleged "personal attacks" by Murthy.

Infosys' buyback offer of up to 11.3 crore shares comes at an almost 25 per cent premium over

Friday's closing price of Rs 920.10 a share. The record date is expected to be on or after

October 25, 2017.

The two key players in Infosys' changing narrative - Nilekani and Murthy along with families -

have offered to tender the maximum number of shares in the buyback. Nilekani, along with

family, has offered to tender 58 lakh shares. Murthy, along with wife Sudha and two children,

has put over 54 lakh shares on the block. S Gopalakrishnan and family have offered 22 lakh

shares while in the case of K Dinesh, the number stands at 29 lakh. Sudha Gopalakrishnan,

wife of S Gopalakrishnan, currently holds the largest share in individual capacity among

promoters group members with 2.14 per cent shareholding. S D Shibulal will not participate in

the buyback per se, but his wife and son have offered to sell over 14 lakh shares.

2.09 lakh companies deregistered; directors face action: Government

Bank accounts of more than 200,000 shell companies have been frozen after they were struck

off the Register of Companies as the government intensifies its crackdown against black money.

The government urged banks to step up diligence while dealing with companies in general.

“Banks will also flag such firms which are not complying with the mandatory (regulatory) filings,”

said financial services secretary Rajiv Kumar, adding that the move will ensure compliance in

the corporate sector.

Page 5: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

5

In his Independence Day speech, Prime Minister Narendra Modi had said the drive against

black money had led to the discovery of a vast number of shell companies. “Following

demonetisation, over 3 lakh companies have been found which are nothing but shell

companies,” he had said on August 15, noting that up to 400 bogus firms were found to be

operating from a single address. Section 248 of the Companies Act allows the removal of

companies from the register on various grounds, including having been inactive for extended

periods. The government said in August that 37,000 shell firms had been identified as having

engaged in concealing black money and hawala transactions following demonetisation,

announced in November last year. About 160 of these shell companies that were listed on

exchanges were suspended from trading, pending submission of evidence proving their bona

fides.

Taking this forward, the government restricted the bank accounts of such firms. The department

of financial services advised banks that even companies with an active status on the corporate

affairs ministry website but failing to make mandatory financial disclosures “should be seen with

suspicion as, prima facie, the company is not complying with its mandatory statutory obligations

to file this vital information for availability to its stakeholders,” according to a press release. The

government said the directors and authorised signatories of such struck-off companies will no

longer hold those posts. “These individuals will therefore not be able to operate bank accounts

of such companies till such companies are legally restored under Section 252 of the Companies

Act by an order of the National Company Law Tribunal,” it said. The statement noted that the

measures have been taken as the government has stepped up decisive action against

companies falling within the ambit of Section 248 of the Companies Act. “The restoration, as

and when it happens shall be reflected by change in the status of the company from ‘struck off ’

to ‘active’,” the statement said. Since such ‘struck-off ’ companies have ceased to exist, action

has been initiated to restrict the operation of their bank accounts. “The department of financial

services has, through the Indian Banks’ Association, advised all banks that they should take

immediate steps to put restrictions on bank accounts of such struck-off companies,” the

statement said. A list of such companies has been published on the website of the corporate

affairs ministry.

Sebi orders forensic audit on two ‘shell’ firms

Stepping up its crackdown on suspected shell companies, market regulator Sebi has ordered

forensic audit of two listed firms -Kavit Industries and GV Films -even as it eased some trading

curbs on their shares. In case of GV Films, the regulator said the “balance sheet is

disproportionate to the profit and loss of the company“ which warrants an independent audit of

its asset and liability, even as “there appears to be no prima facie evidence of misuse of the

books of the company". Regarding Kavit Industries, Sebi said there is prima facie evidence of

misrepresentations by the company and violation of listing norms, as also about misuse of funds

and books of accounts. Stating that the company's directors and top management have failed to

discharge their fiduciary responsibilities, the regulator said they are “prima facie liable for action

by Sebi and should not be permitted to exit the company at the cost of innocent shareholders“.

Page 6: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

6

Besides ordering a forensic audit, Sebi also barred Kavit's promoters and directors from selling

the company shares, though they can purchase the scrips. Kavit and GV Films, where trading

would now be allowed with applicable price bands and in trade-to-trade category, are among the

firms against whom Sebi initiated action last month, by ordering trading restrictions, following

receipt of a list of 331 “suspected shell companies“ from the government. The ordered trade

restrictions -allowing trade only once a month and that too for only buy transactions with a 200

per ctions with a 200 per cent security de posit -were re voked in some ca ses following ap

peals filed by them with the Se curities Appella te Tribunal, but Sebi was asked to continue with

its probe and pass its orders expeditio usly. Continuing with its probe, Sebi has now passed

interim directions in case of GV Films and Kavit Industries, while more such orders are expected

for several others. Sebi received the list from the Ministry of Corporate Affairs (MCA) on June 9,

wherein it was asked to initiate necessary action under its regulations. The MCA also shared

with Sebi a letter from Serious Fraud Investigation Office (SFIO), containing the database of

shell companies along with their inputs.

Directors of Shell firms can’t join other companies' boards

Directors of shell companies which have not filed tax returns for three or more years will be

barred from taking similar positions elsewhere or getting reappointed, the government said, as it

intensified the crackdown on firms that exist only on paper. The government has struck more

than 2 lakh shell companies off the Register of Companies and put restrictions on their bank

accounts as part of its clampdown on black money. Directors of the companies that were struck

off the RoC could face up to 10 years in jail if they were found siphoning off funds, the

government said on Wednesday. The government said it is compiling the profiles of the

directors at such companies in collaboration with enforcement agencies and expects the move

to cover 2-3 lakh people. Professionals such as chartered accountants, company secretaries

and cost accountants associated with shell companies and involved in illegal activities have also

been identified, according to a statement. The decisions were made at a review meeting chaired

by the minister of state for corporate affairs, PP Chaudhary, to strengthen the rules and

procedures of corporate governance, it said.

The move “would not only help in checking the menace of black money but also would promote

an ecosystem of ‘ease of doing business’ and enhancing investors’ confidence”, Chaudhary

said. Enforcement agencies are compiling profiles of directors, including their background,

antecedents and role in the operations and functioning of these companies. “All efforts are also

being made to identify the actual beneficiaries and persons behind such shell companies,” the

government statement said. The government is also monitoring action being taken by

professional institutes such as the Institute of Chartered Accountants of India and Institute of

Company Secretaries of India. “Interest of stakeholders would be fully protected” during the

process, which will help improve the image of the country in the global business arena, the

minister said.

Page 7: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

7

Bid rigging: CCI slaps Rs 12 crore fine on coal transportation companies

India’s competition watchdog has imposed a nearly Rs 12 crore penalty on 10 entities for rigging

bids in a coal transportation tender floated by Western Coalfields, a subsidiary of Coal India.

The Competition Commission of India, which also slapped a fine on eight officials of the

companies, concluded that the defaulting entities were in agreement to fix prices resulting in

bid-rigging in the tenders floated, according to an official statement on Thursday. It said such

conduct in public procurement, besides defeating the tendering process, has an adverse impact

on the process of competition. Bid-rigging is one of the pernicious forms of anti-competitive

conduct prohibited under the Competition Act, the CCI said. The 10 entities had submitted

identical price quotes in four tenders floated for coal and sand transportation, the commission

said. They were SSV Coal Carriers, Bimal Kumar Khandelwal, Pravin Transport, Khandelwal

Transport, Khandelwal Earth Movers, Khanduja Coal Transport, Punya Coal Road Lines, B

Himmatlal Agrawal, Punjab Transport Co and Avaneesh Logistics. The penalty has been

calculated at 4% of their average turnover during the past three financial years. They have also

been directed to “to cease and desist from indulging in anti-competitive conduct”.

NCLT orders insolvency proceedings against Stayzilla

The National Company Law Tribunal (NCLT) has ordered initiation of insolvency proceedings

against hotel and homestay aggregator Stayzilla, the consumer internet startup whose founder

Yogendra Vasupal was imprisoned in March this year over a commercial dispute with an

advertisement vendor. The Tribunal had considered the arguments of Stayzilla that pending

judgment in a criminal case filed against founder Vasupal, the application for insolvency

proceedings by the vendor Jigsaw Solutions should not be considered. But, the NCLT reasoned

that Stayzilla had failed to show how the pending criminal case would qualify for consideration

under a particular section of the insolvency and bankruptcy Code, 2016. The relevant section of

the Code refers to an existing dispute between vendor and client before a demand notice is

sent. "But, (Stayzilla) failed to point out any dispute which could come under the ambit of the

"disputes, if any"..." Ordering the insolvency, the tribunal said,"...it is established that the

Corporate Debtor (Stayzilla) has committed default in making payment of the outstanding debt

along with interest as claimed by the operational creditor (Jigsaw)." Aditya CS, who runs

operations at Jigsaw, said,"The order vindicated our stand." Reacting to the order, Yogendra

Vasupal said,"The problem for us was that we communicated it verbally and did not want to

make a legal issue of it, so as not to harm his reputation. If we had sent one notice instead of

communicating it verbally, we would not have been declared a defaulter."

Banks told to scan accounts of shell companies’ promoters, directors

The government has asked lenders to scrutinise all bank accounts of promoters and directors of

shell companies for possible fraudulent activities as part of an ongoing crackdown on shell

companies. In some cases, investigating agencies have already shared relevant information

with the banks, officials said. Besides, banks will now secure their loans to such borrowers by

asking for more collateral, said a senior government official, who did not wish to be identified.

“Multiple investigating agencies including Serious Fraud Investigation Office are looking into the

role and activities of such promoters and directors.

Page 8: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

8

Banks have been asked to step up scrutiny of such individuals and firms,” the official said,

adding that the aim is to identify the actual beneficiaries behind these firms. On Tuesday, the

government released a list of around 55,000 directors of shell companies who have been barred

from such role in the future. In all, the government has identified over a lakh such directors of

shell companies. This came after bank accounts of more than 200,000 shell companies were

frozen earlier this month after they were struck off the Register of Companies. The step was

taken as part of the government’s drive against black money. According to the latest figures

released by RBI, loss incurred by banks due to frauds went up 72% to Rs 16,770 crore in 2016-

17 from Rs 9,750 crore in 2012-13. A senior bank executive said banks have stepped up the

vigil on such promoters and are taking steps to protect their interest. ET View: India Must Follow

Britain The government is right to crack down on a company being used to anonymise

undesirable transactions. But it should adopt the reform needed to curb this practice. Here, India

would do well to take a page from Britain that has adopted a unique legal identifier to track

beneficial ownership along a chain of holding and cross holding companies. This will also

ensure holding companies set up for legitimate purposes are protected.

200,000 more directors disqualified for holding posts in defaulting companies

The corporate affairs ministry has disqualified another 200,000 directors for holding posts in

defaulting companies that have not filed their financial returns for the last three years or more,

taking the total number to over 300,000, while cancelling the registration of another 10,000

companies. These directors won’t be able to hold board seats in other companies as well and

may have to resign soon from them, potentially impacting other firms as well. While the current

law does not provide for any appeal, the government is thinking of exercising “the review power

to take any such plea into consideration,” PP Chaudhary, minister of state for corporate affairs,

told ET. “By operation of law, these directors are disqualified but we have to see under what

provision of law we can examine this. If we need to frame a rule we will do it.” According to

Section 167 of the Companies Act, a director is disqualified automatically from all other posts of

director once barred under Section 164, said Chaudhary, a lawyer by profession. The

government has struck off more than 200,000 firms that have not complied with the provision of

the law from the list maintained by the Registrar of Companies and frozen their bank accounts

to check any siphoning off of funds. “This exercise is part of demonetisation. No one had the

guts to stop all this till now. It will prove a catalyst for the Indian economy,” said the minister of

state, who took over this responsibility after the recent reshuffle. He said the money trail will be

traced after data mining of these companies. The government will prioritise those cases where

there is evidence of a large movement of cash. He rejected the criticism that the action was

retrospective in nature. “Law has not been retrospective. Companies had two years to file

returns… there was healing time,” the minister of state said. So far the shell firm chase has

been limited to defaulting firms that have not filed their financial returns for the last three years

or more but the government will soon go after compliant firms as well to check their holding

companies structures and fund flows. Chaudhary said the intent is to restore trust in the

corporate structure and also improve ease of doing business in the country.

Page 9: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

9

“We do not want to create any terror. Trust in the corporate structure is gone and we want to

increase the investor confidence, not interfere in the corporate structure,” Chaudhary said. The

government wants to promote ease of doing business to ensure investors that their money is

safe in India, he added. “This exercise has been triggered due to governance. We have shown

scale and speed in an unparalleled way in the way we have acted against these companies and

directors,” Chaudhary said. Last week, the government made public the names of 55,000

directors who were disqualified under Section 164 (2) (A) of the Companies Act.

The list included the names of prominent politicians including former Jammu and Kashmir chief

minister Omar Abdullah and Malayalam film star Mohanlal among others. While the government

will not impose any penalty on the directors of government-owned companies that figured in the

list of defaulters, those in private firms will have to resign from other board seats and won’t be

eligible for reappointment for up to five years. The corporate affairs ministry will also look into

these companies to identify shell companies to see if they have been used for money

laundering or any other illegal activity. “We need to find who the shell company’s real

beneficiary is… It could be in the name of the cook or a driver. We are taking stock of the

money in these companies pre and post demonetisation,” Chaudhary said. While spotting

defaulting companies is an ongoing process, Chaudhary said that, using artificial intelligence,

the government will sift out the shell companies from among those that are compliant with

regulations and also create an early warning system. “The sys tem will trigger alerts every time

we see unusual activity taking place in a company. It will also help us find out the beneficial

owner of the shell companies,” he said.

Page 10: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

10

Facts: The main issue before the Commission in this case was whether there was any

collusive/anti-competitive conduct on the part of the OPs which amounted to a contravention of

the provisions of Section 3(3) read with Section 3(1) of the Act. The DG, on the basis of the

observations recorded earlier, has found that OP-1, along with its four participating association

(i.e. OP-13 to OP-16), introduced and implemented a ‘Turn System’ under which they not only

unilaterally fixed the prices for coastal container services, but also led to limiting and controlling

of such services at the Informant Port.

Decision: Cease and desist order passed.

Facts: The present writ petitions have been filed by NDTV Ltd. Against the notice proposing

reassessment proceedings initiated by the Commissioner of Income Tax under Section 147/148

of the Income Tax Act, 1961 (hereinafter, “Act”) and the order of provisional attachment of

Petitioner’s assets under Section 281B of the Act.

Decision: Petitions dismissed.

CASE LAW Cochin Port Trust v. Container Trailer Owners Coordination Committee

[CCI]

DECIDED ON August 1, 2017

LEGISLATION Competition Act,2002- section 3

BRIEF FACTS unilateral fixation of price through Turn Up system- constitutes anti-

competitive practice -

CASE LAW New Delhi Television LTD v. Dy. Commissioner of

Income Tax [DEL]

DECIDED ON August 10, 2017

LEGISLATION Income tax Act,1961- section 281B

BRIEF FACTS assesse showing consistent decline in net worth- attachment orders passed

Corporate Development Judicial

Page 11: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

11

Companies (Arrest in connection with Investigation by serious Fraud Investigation

Office) Rules, 2017

[Issued by the Ministry of Corporate Affairs vide [F. No. 01/12/2013 CL-V] dated 24.08.2017]

In exercise of the powers conferred under sub-section (1) of section 469 read with section 212

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

rules namely:-

1. Short title and commencement.-

(1) These rules may be called the Companies (Arrests in connection with Investigation

by Serious Fraud Investigation Office) Rules, 2017.

(2) They shall come into force on the date of their publication

2. (l) where the Director, Additional Director or Assistant Director of the serious Fraud

Investigation office (herein after referred to as SFIO) investigating into the affairs of a

company other than a Government company or foreign company has, on the basis of

material in his possession, reason to believe (the reason for such belief to be recorded in

writing) that any person has been guilty of any offence punishable under section 212of

the Act, he may arrest such person;

Provided that in case of an arrest being made by Additional Director or Assistant

Director, the prior written approval of the Director SFIO shall be obtained.

(2) The Director SFIO shall be the competent authority for all decisions pertaining to

arrest.

3. Where an arrest of a person is to be made in connection with a Government company or

a foreign company under investigation, such arrest shall be made with prior written

approval of the Central Government. Provided that the intimation of such arrest shall

also be given to the Managing Director or the person in-charge of the affairs of the

Government Company and where the person arrested is the Managing Director or

person in-charge of the Government Company, to the Secretary of the administrative

ministry concerned, by the arresting officer.

From the Government

Page 12: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

12

4. The Director, Additional Director or Assistant Director, while exercising powers under

sub-section (8) of section 212 of the Act, shall sign the arrest order together with

personal search memo in the Form appended to these rules and shall serve it on the

arrestee and obtain written acknowledgement of service.

5. The Director, Additional Director or Assistant Director shall forward a copy of the arrest

order along with the material in his possession and all the other documents including

personal search memo to the office of Director, SFIO in a sealed envelope with a

forwarding letter after signing on each page of these documents, so as to reach the

office of the Director, SFIO within twenty four hours through the quickest possible

means.

6. An arrest register shall be maintained in the office of Director, SFIO and the Director or

any officer nominated by Director shall ensure that entries with regard to particulars of

the arrestee, date and time of arrest and other relevant information pertaining to the

arrest are made in the arrest register in respect of all arrests made by the arresting

officers.

7. The entry regarding arrest of the person and information given to such person shall be

made in the arrest register immediately on receipt of the documents as specified under

rule 5 in the arrest register maintained by the SFIO office.

8. The office of Director, SFIO shall preserve the copy of arrest order together with

supporting materials for a period of five years

a) from the date of judgment or final order of the Trial Court, in cases where the said

judgment has not been impugned in the appellate court; or

b) from the date of disposal of the matter before the final appellate court, in cases where

the said judgment or final order has been impugned, whichever is later.

9. The provisions of the Code of Criminal Procedure, 1973(2 of 1974), relating to arrest

shall be applied mutatis mutandis to every arrest made under this Act.

Date of coming into force of section 212 (8), (9) & (10) of the Companies Act, 2013

[Issued by the Ministry of Corporate Affairs vide [F. No. 1/12/2013 CL-V] dated 24.08.2017. To

be published in the Gazette of India, Extraordinary, Part-II, Section (3) Sub-section(ii)]

In exercise of the powers conferred by sub-section (3) of section 1 of the Companies Act, 2013

(18 of 2013), the Central Government hereby appoints the 24th day of August,20l7 as

subsection (10) of section 212 of the said Act shall come into force.

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J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

13

Two Australians, Andrew Turton and Pete Ceglinski, created the Seabin, a floating rubbish bin

that can collect plastic bottles, paper, oil, fuel, and detergent floating in the ocean. It was built as

a cheap and low maintenance alternative to “trash boats.”

“One of the goals is to make the Seabin from our own plastics to create another Seabin to

capture more, it’s a domino effect,” say the creators. “The second goal is to create a world

where we don’t need the Seabin.”

They make nearly everything in-house themselves and aim to start shipping mid to late 2016.

You can help make this happen by contributing through Indiegogo – at the time of writing,

they’ve collected $39,766 out of their $230,000 goal.

This floating rubbish bin can collect plastic bottles, paper, oil, fuel, and detergent floating in the

ocean

It’s a low maintenance and a fairly cheap way to fight marine pollution

“One of the goals is to make the Seabin from our own plastics to create another Seabin to

capture more, it’s a domino effect”.

Source:https://www.boredpanda.com/floating-rubbish-bin-ocean-cleaning-seabin-andrew-turton-

pete-ceglinski-australia/

SAVE OUR ENVIRONMENT

Floating Rubbish Bin That Cleans Oceans

Page 14: CS NEWS Connecting Statutesjsundharesan.com/pdf/2017/CS News - October 2017.pdf-- culminated in the sudden resignation of the then CEO Vishal Sikka and exit of four board members,

J SUNDHARESAN & ASSOCIATES CS NEWS – OCTOBER 2017

“Governance is what Governance does.”

14

MCA UPDATES

1. Directors disqualified under Section 164(2)(a) of the Companies Act, 2013 and who are

associated with struck off companies (S.248) are advised not to make any application for

Name Availability(INC-1), Incorporation of Companies (INC-7/SPICe-INC-32/URC-

1/INC-12). Forms filed by such Directors shall be rejected summarily by the Central

Registration Centre(CRC). Further, attention is drawn to the provisions of Section 7(5)

and 7(6) which, inter-alia, provides that furnishing of any false or incorrect particulars of

any information or suppression of any material information shall attract punishment for

fraud under Section 447. Attention is also drawn to the provisions of Section 448 and

449 which provide for punishment for false statement and punishment for false evidence

respectively.

2. Exemptions given to certain unlisted public companies under the companies

(Appointment and Qualification of Directors) Rules,2014 from the appointment of

independent directors.

3. To avoid last minute rush and system congestion on the MCA21 portal on account of

annual filings during the months of October and November, 2017, companies are

requested to file their financial statements and annual returns at the earliest, without

postponing it to the last few days permitted for the same. During this period the

corporate Seva Kendra/help desks (ph. No. 0124-4832500) would give priority to e-

filing/answering queries of companies for filing financial statements and annual returns.

Kindly plan your activities accordingly.

4. Clarification regarding obligation with the Indian Accounting Standards (Ind AS) and

Rule 4 of Companies (Indian Accounting Standards) Rules 2015-payment banks, small

finance banks which are subsidiaries of Corporates

UPDATES

Disclaimer: Views and other contents expressed or provided by the contributors are their own and the firm does not accept

any responsibility. The firm is not in any way responsible for the result of any action taken on the basis of the contents

published in this newsletter. All rights are reserved. For Private circulation, only. © 2017 J Sundharesan