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March - 2016

ICSI – WIRC e-newsletter

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Details of Editorial Board

CS Prakash K. Pandya CS Mayur Buha CS Bhumitra Dholakia CS Madhukar Apte CS Rajesh Lohia Ex-Officio Member: CS Kamlesh Joshi (Chairman, WIRC of ICSI) CS Swati Yash Bhatt (Secretary, WIRC of ICSI) WIRC of ICSI Premises : 13, 56 & 57, Jolly Maker Chambers No. 2 (1st & 5th Floors), Nariman Point, Mumbai - 400021 Email : [email protected] Phone Nos. : 022- 61307900 / 61307901 / 61307902 Monthly TARIFF for advertisement in Focus:

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Index

1 Chairman’s Blog 3

2 Article on Start-up Scheme 4

3 Article on Corporate Social Responsibility

9

4 Cartoon 13

5 Article on Analysis of noteworthy M&A Ruling in 2015

14

6 Article on Goodbye Companies Act, 1956

18

7 Updates 20

8 Chapter contact details 24

9 WIRC Images 25

10 Chapter Images 29

11 Media Corner 37

12 Disclaimer clause 38

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Chairman’s Blog

Dearest Professional Colleagues, “There is nothing impossible to him who will try” - Alexander the Great I am happy to share my thoughts once again with you. As I am inking my message parliament has passed the Bankruptcy Code which in itself is a landmark legislation. Bankruptcy is a legal status usually imposed by a Court, on a firm or individual unable to meet debt obligations. India’s new Bankruptcy Code attempts to create a formal insolvency resolution process (IRP) for businesses, either by coming up with a viable survival

mechanism or by ensuring their speedy liquidation. It also provides a very big avenue for

the Company Secretaries to work under the new code which in itself is a path breaking. While Indian industry is ready to embrace the adoption of Indian Accounting Standards (Ind AS), converged with IFRS, the stage is set for Indian Chartered Accountants to explore professional opportunities abroad. In the fast developing nation, opportunities are plenty and internationally, this demand proliferates. The feature on Global Opportunities published in this issue will be useful for the members to learn about the global opportunities. Indian Economy is on a upswing and with reforms taking place the professional opportunities for Company Secretaries have never been so great and with new prospects and avenues emerging Compliance and Governance is the buzz word. Let us all thing creative and continue to upgrade our Knowledge and synergies our energies to became bigger and better. The need of the hour is to move positively towards prosperous and glorious tomorrow as Company Secretaries are now Value Creators. I am happy to share that Team WIRC believes in reaching to interiors part of WIRC and in this reference it has received application for new chapters at Gwalior and Jabalpur. Infact recently concluded programme of WIRC at Gwalior was first ever programme, which was well received by the Members and Students. Also two days "First Corporate Law Summit" at Mumbai provided members an excellent opportunity to discuss on various latest changes happening in the Corporate Laws. Also the Brainstorming Corporate Law Conclave at Mumbai "Conflicts and Convergence" and a full day programme on "Critical Aspects of Companies Act and Loan Documentation" jointly with Aurangabad Chapter, showed excellent participant from members and they have demanded more such programmes. Friends, I urge each one of you to block your calendar for 25-26 June, 2016 for the "Annual Regional Conference-2016" to be held at Hotel Sayaji, Indore. We have already communicated to ICSI Headquarters on the problem faced by the members. We have great challenges and great opportunities, and with your help, we will meet them and make this next year the best year in our history! I request you to come forward and join hands to carry the flag of the Institute to newer heights. Interact with me at [email protected]. With warm regards, CS Kamlesh Joshi Chairman - WIRC of ICSI [email protected] / [email protected] +91 94250 58456

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Highlights on Startup Scheme Introduction of startup scheme: Prime Minister Shri Narendra Modi on 16th January, 2016 announced a slew of programs, incentives and exemptions for Startups in India. The flagship Startup India initiative announced by the Prime Minister is aimed at creating a strong and vibrant startup eco-system in India and to create a culture of Entrepreneurship. In this article, we look at a startup eligibility criteria for the Startup India program.

“Startup” Definition as per the Startup India Action Plan: The Startup India Action Plan defines “Startup” as an entity, incorporated or registered in India not prior to five years, with an annual turnover not exceeding Rs. 25 crores (rupees twenty five crore) in any preceding financial year, working towards innovation, development, deployment or commercialization of new products, processes or services driven by technology or intellectual property. Provided that such entity is not formed by splitting up, or reconstruction, of a business already in existence. Provided also that an entity shall cease to be a Startup if its turnover for the previous financial years has exceeded INR 25 crore (Rupees Twenty Crore) or it has completed 5 years from the date of incorporation/ registration. Provided further that a Startup shall be eligible for tax benefits only after it has obtained certification from the Inter-Ministerial Board, setup for such purpose.

CS Jaya Singhania Jaya Sharma & Associates, Practicing Company Secretaries, Mumbai Email: [email protected] Co-author : Mr. Raj P. Pokar

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Eligibility critera for startup scheme:

Private Limited Companies Limited Liability Partnership Registered Partnerships

Those Companies, LLPs and Registered Partnerships registered even before the announcement are eligible and it is best for Entrepreneurs starting a new business hereon-forth to register a Private Limited Companies, Limited Liability Partnership, Registered Partnerships NOT Eligible for Startup India Action Plan: The mere act of developing of products or services of the following nature DO NOT make an entity eligible for incentives:

Products or services or processes which do not have potential for commercialization; or

Undifferentiated products or services or processes; or Products or services or processes with no or limited incremental value for customers

or workflow. Startups Eligible for Startup India Tax Exemptions & Incentives:

A business is considered to be a startup under the Startup India Action Plan if it aims to develop and commercialize:

New product or service or process; Significantly improved existing product or service or process, that will create or add

value for customers or workflow. Further, in order for a “Startup” to be considered eligible, the Startup should:

Be supported by a recommendation (with regard to innovative nature of business), in a format specified by DIPP, from an Incubator established in a post-graduate college in India; or

Be supported by an incubator which is funded (in relation to the project) from GoI as part of any specified scheme to promote innovation; or

Be supported by a recommendation (with regard to innovative nature of business), in a format specified by DIPP, from an Incubator recognized by GoI; or

Be funded by an Incubation Fund/Angel Fund/ Private Equity Fund/ Accelerator/Angel Network duly registered with SEBI that endorses innovative nature of the business;

Be funded by GoI as part of any specified scheme to promote innovation; Have a patent granted by the Indian Patent and Trademark Office in areas affiliated with

the nature of business being promoted. Startup would be eligible to obtain tax benefits only after it has obtained certification from the Inter-Ministerial Board, setup for such purpose. The Inter-Ministerial Board setup by DIPP would validate the innovative nature of the business for granting tax related benefits. However, approval from the Inter-Ministerial Board shall not in any manner, limit or absolve the

Registered partnerships

Limited Liability partnership

private limited company

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Startup from any liability incurred in case of any misrepresentation/ fraud arising from submission of such application and/ or supporting such application

SYNOPSIS OF THE SCHEME:

Sr. No

Particulars Remarks

1) Tax Exemption to Startup for 3 Years

With a view to stimulate the development of Startups in India and provide them a competitive platform, it is imperative that the profits of Startup initiatives are exempted from income tax for a period of 3 years.

2) Compliance based on Self-Certification

In case of labour laws, no inspection will be conducted for a period of 3 years. In case of environment laws, Startups falling under ‘white category’ would be able to self-certify and only rand checks would be carried out

3) Discount on Patent Fee and Fast-Track Patent Examination

Central Government shall bear the entire fees of the facilitators for any number of patents, trademarks or designs that a Startup may file, and the Startups shall bear the cost of only the statutory fees payable.

4) Tax Exemption on Capital Gains

Exemption shall be given to persons who have capital gains during the year, if they have invested such capital gains in the Funds of Funds recognized by the Government

5) Relaxed Norms of Public Procurement for Startups

In order to promote Startups, Government shall exempt Startups (in the manufacturing sector) from the criteria of “prior experience/turnover” without any relaxation in quality standards or technical parameters

6) Faster Exit for Startups The Insolvency and Bankruptcy Bill 2015 has provisions for the fast track and / or voluntary closure of businesses.

7) Tax Exemption for Investments above Fair Market Value

Investment by venture capital funds in Startups will be exempt from tax for consideration which exceeds the fair market value of such shares

8) Rs.10,000 Crore Fund of Funds

In order to provide funding support to Startups, Government will setup a fund with an initial corpus of Rs.2,500 crore and a total corpus of Rs.10,000 crores over a period of 4 years

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9) Credit Guarantee for Startups

Credit guarantee mechanism through National Credit Guarantee Trust Company (NCGTC) or SIDBI is being envisaged with a budgetary corpus of INR500 crore per year for the next four years.

10) Startup India Hub

To all young Indians who have the courage to enter an environment of risk, the Startup India Hub will be their friend, mentor and guide to hold their hand and walk with them through this journey

11) Mobile App and Portal

A mobile app for registering and tracking the status of registration application and at any time download the registration certificate

12)

Startup Fest for Showcasing Innovation

To bolster the Startup ecosystem in India, the Government is proposing to introduce Startup fests at national and international stages

13) Atal Innovation Mission Launch of Atal Innovation Mission for Entrepreneurship and Innovation promotion

14) Harnessing Private Sector Expertise

The Government will create a policy and framework for setting up of incubators across the country in public private partnership

15) Innovation Centres at National Institutes

Setting up or scaling up of 31 centres of innovation and entrepreneurship at National institutes, 13 Startup centres and 18 Technology Business Incubators

16) Seven New Research Parks

To promote innovation through incubation and joint R&D efforts between academia and industry, the Government has announced the setting up of 7 new Research Park

17) Promoting Startups in Biotechnology

The Startup India Action Plan hopes to nurture approximately 300-500 new startup each year to have around 2000 startups in the biotechnology sector by 2020.

18) Programs for Students

To promote research and innovation among young students, the Government has proposed various programs and schemes targeted at Students

19) Annual Incubator Grand Challenge

To build world class incubators, the Government has proposed financial assistance of upto Rs.10 crore for each of the selected incubators

. Scope / opportunities of professionals in startup scheme Secretarial matters: Company secretaries along with among other professionals are specialists in the matter of secretarial compliances. As start-up generally are in the form of a registered company ensuring the compliances of Companies Act 2013 is of high relevance. Now the Companies Act 2013 is an Act full of complexities and jargons which are changing every day and the notifications are coming very frequently that are resulting into changing of the law every next day or two.

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The penal consequence is the act are significant and start-ups cannot afford to miss the compliances which are relevant to be duly complied with. Being professionals it is the role of company secretaries, chartered accountants and cost accountants to ensure that the start-ups are able to comply and adhere to the norms laid down by the Companies Act, 2013. Finance professional: Chartered Accountants are trained professionals who work in the finance field. For start-ups undoubtedly one of the most key areas still remains to be fundraising and managing their capital. It is a difficult job to ensure the important expenses are being met off at the same time the startup remains in a situation which is manageable in terms of financial profitability. In such a situation there are very important areas to manage in terms of the working capital and the core seed capital of the start-up. Now here how can chartered accountants play a crucial role is important to understand. There are two key areas that to look for, one that one must manage the banking affairs of the organisation in regard to financial needs like the banking overdraft etc., second is broader activity of raising capital either by venture capitalists, angel networks or by banking networks. Compliance check up: In this modus of operation instead of choosing a full-time or part-time compliance officer one can appoint a chartered accountant to do the compliance audit of the organisation and identify key areas of non-compliances which should be addressed and immediately worked upon.

A Company Secretary is in a situation to best understand and identify what are the areas which will require a addressable and attention before the company can be presented to a venture capitalist for the infusion of funds.

Other Areas:- Business Structurisation Advisory Support in Integrating with Other Portals viz Flipkart, Snapdeal etc and to conduct

necessary vat amendments are required by most of these well established players Highlight risk areas and suggesting potential mitigation strategies Risk Minimization Representations to Venture Capitalists Others

Conclusion: The launch of startup scheme comes with lots of benefit which includes new job opportunity, new growing business, recognitions to entrepreneur, provide and ease of mode for establishing business. Work related to skills and talents also appreciated under this scheme by reducing the compliance and fees relating to patents. This scheme not cover only professional but also skill labours Bibliography www.Indiafiling.com www.indiatoday.in www.startup-india.org CNBC http://en.wikipedia.org/wiki/startup_India www.indiastartups.com

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Corporate Social Responsibility Introduction: Today there is a growing perception among enterprises that sustainable business success and shareholder value cannot be achieved solely through maximizing short-term profits but instead through market oriented yet responsible behavior. Corporate Social Responsibility (CSR) is also called Corporate Citizenship or Corporate Responsibility. Generally, CSR is understood to be the way firms integrate social, environmental and economic concerns into their values, culture, decision making, strategy and operations in a transparent and accountable manner and thereby establish better practices tithing the firm, create wealth and improve society. CSR is an evolving concept that is gaining importance and corporate are realizing it as a business opportunity. CSR can be explained as:

Corporate - means organized business

Social - means everything dealing with the people

Responsibility - means accountability between the two.

CSR is nothing but what an organization does, to positively influence the society in which it exists. It could take the form of community relationship, volunteer assistance programmes, special scholarships, preservation of cultural heritage and beautification of cities. The philosophy is basically to return to the society what it has taken from it, in the course of its quest for creation of wealth. CSR is generally understood to be the way a company achieves a balance or integration of economic; environmental and social imperatives. The way businesses engage / involve the shareholders, employees,

customers, suppliers, Governments, Non-governmental Organizations, international organizations and other stakeholders is usually a key feature of the concept. CORPORATE CITIZENSHIP – BEYOND THE MANDATE OF LAW: Corporate citizenship is a commitment to improve community’s well-being through voluntary business practices and contribution of corporate resources leading to sustainable growth. It is not a business activity mandated by law or moral or ethical in nature but expected of the corporate. Corporate responsibility is achieved when a business adapts all of its practices to ensure that it operates in ways that meet or exceeds, the ethical, legal, commercial and public expectations that society has from the businesses. The term corporate citizenship implies the behavior which would maximize a company’s positive impact and minimize the negative impact on its social and physical environment. It means moving from supply driven to more demand led strategies; keeping in mind the welfare of all stakeholders; more participatory approaches to working with communities; balancing the economic cost and benefits with the social and finally dealing with processes rather than structures. The ultimate goal is to establish dynamic relationship between community, business and philanthropic activities so as to complement and supplement each other. FACTORS INFLUENCING CSR: Many factors and influences have led to increasing attention being devoted to CSR, few of them enclude the following:

1. Globalization coupled with focus on cross-border trade, multinational enterprises and global supply chains and is increasingly raising CSR concerns related to human resource

CS Madhukar K. Apte Madhukar K. Apte & Associates, Practicing Company Secretaries, Indore Email: [email protected] Co-author : Mr. Raj P. Pokar

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management practices, environmental protection, and health and safety, among other things.

2. Governments and intergovernmental bodies such as United Nation, the Organisation for Economic Co-operation and Development and the International Labour Organization have developed compacts, declarations, guidelines, principles and other instruments that outline social norms for acceptable conduct.

3. Advances in communications, technology, such as the Internet, cellular phones and personal digital assistants are making it easier to track corporate activities and disseminate information about them. Non-governmental organizations now regularly draw attention through their websites to business practices they view as problematic.

4. Consumers and investors are showing increasing interest in supporting responsible business practices and are demanding more information on how companies are addressing risks and opportunities related to social and environmental issues.

5. Numerous serious and high profile breaches of corporate ethics have contributed to elevated public mistrust of corporations and highlighted the need for improved corporate governance, transparency, accountability and ethical standards.

6. Citizens in many countries are making it clear that corporations should meet standards of social and environmental care, no matter where they operate.

7. There is increasing awareness of the limits of government legislative and regulatory initiatives to effectively capture all the issues that corporate social responsibility addresses.

8. Businesses are recognizing that adopting an effective approach to CSR can reduce risk of business disruptions, open up new opportunities and enhance brand and company reputation.

CORPORATE SOCIAL RESPONSIBILITY UNDER COMPANIES ACT, 2013: Corporate Social Responsibility is now taken to be accepted as a means to achieve sustainable development of companies, was for the first time made a mandatory

requirement to be complied with by companies in India. Under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, it has been made mandatory for some companies to establish committee, spend amount and disclose it in its Directors’ Report. The gist of the provisions and Rules are briefly explained as under: Eligibility: Every company :

(a) Having net worth of rupees five hundred crore or more; or

(b) Having a turnover of rupees one thousand crore or more; or

(c) Having a net profit of rupees five crore or more,

The term ‘every company’ shall include its holding or subsidiary and a foreign company defined under Section 2(42) having its branch office or project office in India In any financial year shall constitute a Corporate Social Responsibility Committee of Board consisting of three or more directors, out of which at least one director shall be an independent director. An unlisted public company or a private company covered under Section 135 (1) and which is not required to appoint an independent director shall have its CSR Committee without such director. Further, a private company having only two directors on its Board shall constitute its CSR Committee with two such directors. With respect to a foreign company, the CSR committee shall comprise of at least two persons of which one person shall be as specified under Clause (d) of sub-section (1) of Section 380 and another person shall be nominated by the foreign company. Section 380 (1) (d) provides that the name and address or the names and addresses of one or more persons resident in India authorized to accept on behalf of the company service of process and any notices or other documents required to be served on the company. The Board’s report shall disclose the composition of the CSR Committee. Functions of the Committee:


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1. The Committee shall formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII;

2. Recommend the amount of expenditure to be incurred on the activities referred to in clause (1) above;

3. Monitor the CSR Policy of the company from time to time.

Functions of the Board:

1. The Board shall after taking into account the recommendations made by the CSR Committee approve the CSR Policy and disclose contents of such Policy in its report and also place it on the company’s website, if any.

2. Ensure that the activities as are included in the CSR Policy are undertaken by the company.

3. The Board shall ensure that the company spends, in every financial year, at least two per cent of the average net profits of the company made during the three preceding financial years, in pursuance of its Corporate Social Responsibility Policy. For this purpose the profits are to be calculated in accordance with the provisions of Section 198. However, such profits shall not include: (a) Any profit arising from any

overseas branch or branches of the company, whether operated as a separate company or otherwise; and

(b) Any dividend received from other companies in India, which are covered under and complying with the provisions of this section.

Further, in case of a foreign company covered under the provisions of Section 135 and Rules made there under, net profits means net profit of such company as per profit and loss account prepared in terms of clause (a) of sub-section (1) of Section 381 read with 198 of the Act.

The company shall give preference to the local area and areas around it where it operates for spending the amount earmarked for Corporate Social Responsibility activities.

The Board of a company may decide to undertake its CSR activities approved by the CSR Committee through a registered trust or a registered society or a company established by the company or its holding or subsidiary or associate company under Section 8 of the Act. If such trust, society or company is not established by the company or its holding or subsidiary or associate company, it shall have an established track record of three years in undertaking similar programmes or projects. The company shall specified the project or programme to be undertaken through these entities, the modalities of utilization of funds on such projects and programs and the monitoring and reporting mechanism. A company may also collaborate with other companies for undertaking projects and programs or CSR activities in such a manner that the CSR Committees of respective companies are in a position to report separately on such projects or programs. The CSR projects or programs or activities undertaken in India only shall amount to CSR expenditure. The CSR projects or programs or activities that benefit only the employees of the company and their families shall not be considered as CSR activities under the Act. Companies may build CSR capacities of their own personnel as well as those of their implementing agencies through Institutions with established track records of at least three financial years but such expenditure, including expenditure on administrative overheads, shall not exceed five per cent of total CSR expenditure of the company in one financial year. Contribution, whether directly or indirectly, to any political party shall not be considered as CSR activity. CSR Policy: The CSR Policy of the company shall include:

(a) A list of CSR projects or programs which a company plans to undertake falling within Schedule VII specifying modalities of execution of such project or program and implementation schedules for the same.

(b) Monitoring process of such projects and programs.

The CSR activities shall not include the activities undertaken in pursuance of normal course of business of a company. The CSR policy shall specify that the surplus arising out of the CSR projects / programs / activities


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shall not form part of the business profit of a company. CSR Reporting: The Board’s Report covered under the Act and Rules pertaining to a financial year shall include an annual report on CSR. In case of a foreign company, the balance sheet filed under Section 381 shall contain an Annexure regarding report on CSR. Cessation: A company which ceases to be a company covered under sub-section (1) of Section 135 for three consecutive financial years shall not be required to :

(a) Constitute a CSR committee. (b) Comply with the provisions of the said

section till such time it meets criteria specified above.

The MCA has clarified certain queries on CSR. The gist of which is as under:

1. The amount spent by a company towards CSR cannot be claimed as business expenditure. The Finance Act, 2014 provides that any expenditure incurred by an assessee on the activities relating to the CSR shall not be deemed to be an expenditure incurred by the assessee for the purpose of the business or profession.

2. Computation of net profit for Section 135 is as per Section 198 of the Companies Act, 2013 which is primarily Profit Before Tax.

3. The following activities shall not qualify as CSR: - The CSR projects or programs or

activities that benefit only the employees of the company and their families.

- One-off events such as marathons / awards / charitable contribution

/advertisement / sponsorship of TV programs.

- Expenses incurred by companies for the fulfillment of any other Act / Statute of regulations such as Labour Laws, Land Acquisition Act, 2013, Apprentice Act, 1961 etc.

- Contribution of any amount directly or indirectly to any political party

- Activities undertaken by the company in pursuance of its normal course of business.

- The project or programmes or activities undertaken outside India.

4. Holding or subsidiary of a company does not have to comply with Section 135 unless the holding or subsidiary itself fulfills the criteria.

5. The provisions of Section 135 are equally applicable to Section 8 companies as the words used are “Every Company”.

6. Section 135 prescribes “………….. shall ensure that company spends……..”. The company has to spend the amount.

7. Any excess amount spent (i.e. more than 2% as specified in Section 135) cannot be carried forward to the subsequent years and adjusted against that year’s CSR expenditure.

8. The Board is free to decide whether any unspent amount from out of the minimum required CSR expenditure is to be carried forward to the next year. However, the carried forward amount should be over and above the next year’s CSR allocation equivalent to at least 2% of the average net profit the company of the immediately preceding three years.


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Cartoon

- CS Chirantan Patni


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Analysis of noteworthy M&A Ruling in 2015

Introduction: Corporate restructuring schemes under Section 391-394 of the Companies Act, 1956 are one of the most deliberated topics in the corporate laws. Such scheme includes merger, amalgamation, demerger and arrangements by company with its shareholders or creditors. In 2015, there have been significant and noteworthy rulings on mergers and amalgamations, wherein High Courts ruled on Regional Director’s authority to raise income tax related objections in scheme of amalgamation and a critical issue whether Transferee Company should allot shares towards consideration of demerger/amalgamation was taken to a logical end. The High Court also allowed change of name of Transferee Company as a part of amalgamation scheme and without following a separate procedure. The article contains detailed analysis (broad facts, objections raised) of significant and noteworthy rulings in 2015 on the schemes relating to merger and amalgamation. Bombay HC: Regional Director has unqualified right to raise income tax related objections in Amalgamation Scheme: Casby CFS (P.) Ltd., In re: Scheme of amalgamation between Casby CFS Pvt. Ltd. (“Transferor Co.”) and Casby Logistics Pvt. Ltd. (“Transferee Co.”) and their respective shareholders was submitted to the Bombay HC, whereby the entire business and whole of the undertaking of Transferor Co. was to be transferred to Transferee Co. with effect from the appointed date. Income Tax Officer (‘ITO’) of Transferor and Transferee companies directed them to furnish certain information and documents. Regional Director (‘RD’) also issued a letter requesting the companies to provide information to concerned ITO. The companies informed RD that they have provided necessary information to the concerned ITO and at the same time, the

1 MCA Circular dated January 2014

official liquidator has filed the Report stating that Scheme was not prejudicial to creditor’s interest. However, the RD filed its affidavit raising certain objections. Bombay HC upheld RD’s objection w.r.t. issue of choosing the ‘appointed date’, stated that if RD has any doubt that the appointed date maybe misused for contravening any other law, then RD is entitled to voice his doubt/apprehension before HC. HC held that it is always open to the Court to consider such doubt/apprehension and pass necessary orders either rejecting the scheme or sanctioning the scheme. HC rejected transferor and transferor companies’ contention that RD cannot object to the Scheme on the ground that it violates the provisions of Income Tax Act and it is only Income Tax Authorities who may raise an objection in accordance with the MCA Circular1. HC held that the Court is required to ensure that the amalgamation scheme does not contravene any provision of law, and therefore, RD is not only entitled to but is duty bound to bring to the Court’s attention of any provision in scheme which may contravene/circumvent provisions of any law including law pertaining to Income Tax. HC perused Sec. 394 and 394A of Companies Act, 1956 and held that the RD has adequate right/duty to make representation and offer his comments on the Scheme. HC held that while making observations and comments, RD is entitled to consider the scheme from all aspects and is not restricted in any manner. HC held that if Income Tax Department does not communicate its objection to RD, then RD may presume that the department is not objecting to the scheme, but this does not prevent RD from raising objections or making observations on issues relating to taxation laws. Bombay HC: Its non-obligatory for Transferee Company to allot shares towards consideration of demerger/amalgamation

CS Gaurav Pingle Assistant Editor, lawstreetindia.com Email: [email protected] / [email protected]


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Thomas Cook Insurance Services (India) Ltd., In re: Petition under Sec. 391-394 of Companies Act, 1956 was filed with Bombay HC for seeking sanction of composite scheme of arrangement and amalgamation of Sterling Holiday Resorts (India) Ltd. (Transferor Co., ‘SHRIL’) with Thomas Cook Insurance Services (India) Ltd. (Resulting Company No. 1, ‘TCISIL’), and Thomas Cook (India) Ltd. (Resulting Company No. 2, ‘TCIL’), and their respective shareholders and creditors. The Scheme consisted of three parts: (i) Demerger of SHRIL’s undertaking pertaining to time share and resort business on a going concern basis and its transfer and vesting in TCISIL, (ii) Amalgamation of residual undertaking of SHRIL with TCIL as a going concern, (iii) After demerger and amalgamation, scheme envisages dissolution of SHRIL with effect from effective date. The consideration of demerger and amalgamation, respectively, was allotment of 116 equity shares of TCIL of Re.1/- fully paid up for every 100 equity shares of SHRIL of Rs.10/- fully paid up and 4 equity shares of TCIL of Re. 1/- to be paid up for every 100 equity shares of SHRIL of Rs.10/-. Regional Director objected to the scheme that only Transferee Company can allot shares towards consideration of transfer, and not any other person. HC perused the provisions of Section 394 and held that provisions referred to in clauses (i) to (vi) of sub-section (1) of Sec. 394, which the Court may make while sanctioning the Scheme, are merely ‘enabling’ provisions and cannot be construed as ‘compulsory’. HC held that provisions referred to in the said 6 clauses are not in the nature of conditions for exercise of power of Company Court. HC further held that it is not that in every case, consideration for transfer of an undertaking as part of scheme of arrangement must come in the form of an allotment of shares of Transferee Company. HC held that “Scheme may not provide for any allotment of shares at all or provide any other appropriate consideration including allotment of shares of a holding company of the transferee company”. HC further observed that acceptance of any particular consideration is part of commercial wisdom to be exercised by transferor company’s shareholders and if the consideration is not against public interest or in any other manner illegal or inappropriate, it is not for Company Court to accept or reject such consideration.

2 MCA General Circular No.45/2011, dated July 8, 2011 3 MCA General Circular No.45/2011, dated July 8, 2011

Madras HC: Sanctioned Amalgamation scheme, permitted Transferee Company’s name change, held that MCA circulars are ‘advisory’ in nature Michelin India (P.) Ltd., In re: The Company petitions were filed under Section 391-394 with Madras High Court, for sanctioning the scheme of amalgamation of Michelin India Private Limited (Transferor Company) with Michelin India TamilNadu Tyres Private Limited (Transferee Company). Para 15 of the Scheme stated that upon its sanctioning, Transferee Company’s name shall be deemed to have been changed to ‘Michelin India Private Limited’ i.e., Transferor Company’s name. The Regional Director relied on MCA Circular2 i.e. Name Availability Guidelines, 2011. Pursuant to the specific clause of MCA Circular, the proposed name of the company was considered to be undesirable if it was identical with or too nearly resembling with name of the company in existence and names already approved by Registrar of Companies. The Regional Director objected to such clause and suggested to follow a separate procedure for name change in accordance with Name Availability Guidelines, 2011 (vide the MCA Circular3). The Madras HC agreed with the submissions of the counsel representing the transferor and transferee companies and held that Circular referred to by the Regional Director does not have any mandatory effect and is merely advisory in character. The HC relied on Apex Court’s ruling in Bhagwati Developers v. Peerless General Finance & Investment Co.4. Madras HC noted that Section 21 of Companies Act, 1956 (corresponding to Section 13 of Companies Act, 2013) requires special resolution to be passed and Central Government’s approval for change in name of the company. HC held that Chapter V of Companies Act, 1956 is a complete code by itself on the subject of arrangement/ compromise and reconstruction and is comprehensive enough to include name change consequent to amalgamation or arrangement. The HC relied on its own ruling in K.P.R. Mill (P.) Ltd5. HC approved the scheme, observed that there is no objectionable feature in it that is detrimental either to the employees of Transferor Company or of Transferee Company. HC also

4 AIR 2005 SC 3345 5 C.P.Nos.133 to 135 of 2006 dated 19.08.2006


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observed that the Scheme is fair, just, sound and is not against any public policy / pubic interest and not violative of any statutory provisions. Andhra Pradesh HC: Sanctions amalgamation of 14 land development companies with another company for tax planning purpose, upheld public interest Goman Agro-Farms (P.) Ltd., In re: Company Petition under Sections 391-394 were filed by 14 Transferor Companies (engaged in the business of land development) for amalgamation with Hill County Properties Ltd. (‘Transferee Company’) for sanction of the amalgamation scheme. The majority equity shareholding of Transferor companies was held by Transferee Company and transferor companies possessed lands which were to be given to transferee companies for development in consideration for share in the development. Objects of the companies were in synchronization and by proposed amalgamation, business of both companies would be streamlined and expenditure would be substantially reduced. The Regional Director objected to the scheme that intention of the scheme was to only offset the losses being suffered by transferee company against profits that are being made by transferor companies which acquired agricultural land at cheaper cost and receiving huge profits from out of land development provided by transferee company with a view to evade payment of income tax. Andhra Pradesh HC relied on Union of India Vs Azadi Bachao Andolan6, Vodafone International Holding B.V. Vs Union of India7, observed that if a transaction is entered as sham with a view to circumvent tax laws and evade taxation, the Court will not approve such transaction However, if a document or transaction is bona fide and not sham in the traditional sense and even if the purpose or object of a transaction was to avoid tax, such transaction cannot be invalidated unless an anti-avoidance provision to that effect exists. HC observed that neither Income Tax Department nor Regional Director has pleaded that proposed arrangement is sham or is intended to violate any law, but a plea was raised for offsetting the losses suffered by Transferee Company. HC observed that the main purpose of proposed amalgamation is to

6 [2004] 10 SCC 1 (para 17)

streamline the affairs of the companies by ensuring that all 14 transferor companies (which have stopped their activities) are wound up. HC held that in such cases, Court has no reason to doubt the bona fide nature of the scheme. HC observed that if one of the reasons for proposed amalgamation is tax planning by applying settled legal position, then scheme cannot be invalidated only on that ground. HC held that intention of a party to reduce tax liability cannot be said to be contrary to public interest or against public policy and planning by tax-payer is permissible in law. Gauhati HC: Directed re-visiting of “illogical, absurd” merger swap-ratio; Upheld Regional Director’s objection Buragohain Tea Co. Ltd., In Re: An application under Sections 391(2) and 394 was filed with Gauhati HC for seeking sanction to the scheme of amalgamation of Buragohain Tea Company Ltd. (Transferor Company) with B&A Ltd. (Transferee Company). The exchange ratio was 786 equity shares of Rs. 10 each of the transferee company against 1 equity share of Rs. 1,000 of the transferor company. The ratio was fixed on fair and reasonable basis based on the valuation report of Chartered Accountants, which was confirmed by an independent Merchant Banker. The Scheme was objected by the chairman of board of directors of Transferee Company who claimed to hold 38% of shares in Transferee Company. The objector stated that a mala fide attempt had been made to deplete her shareholding in the transferee company and stated that the scheme had been devised as part of such a move and accordingly, she sought rejection of the Scheme. The Regional Director raised objection regarding the exchange ratio of shares between the transferor company and the transferee company. HC observed that the exchange ratio proposed in the scheme is heavily loaded in favour of Transferor Company’s shareholders and the ratio appears to be ‘unrealistic’ and ‘illogical’. HC stated that the shares of a company which was under lock out for long period with accumulated losses with petition filed in HC for voluntary liquidation cannot be valued in the manner projected in the scheme. HC rejected company’s explanation to the

7 [2012] 6 SCC 613 (para 17)


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objection about exchange ratio has been fixed on basis of earning capacity of Transferor Company and not on basis of its net asset value or net worth. HC held that such explanation furnished by companies do not inspire the confidence of the Court and no material has been disclosed for calculating the exchange ratio. HC held that “from the stand point of the commercial strength of the two companies, the exchange ratio does not appear to be sound, the same can also be examined in the light of the recent litigation history of the Transferee Company, vis-a-vis the Objector”. HC observed that both - Transferor Company and Transferee Company are under the same management with whom the Objector is locked in a series of legal battles. HC noted there is substantial public interest in Transferee Company as it listed company, however observed that the

exchange ratio was unfair and unjust and not based on the market realities. HC directed that Registrar of Companies to examine the matter through experts and determine a fair and just exchange ratio. Conclusion: In 2016-2017, the provisions relating to merger, amalgamation and arrangements will be notified and NCLT/NCLAT benches will be constituted. Then, the company application and company petitions relating to corporate restructuring will be filed with NCLT first. However, the important principles laid down by the High Court under Section 391-394 of the Companies Act, 1956 will still prevail even when the corresponding provisions under Companies Act, 2013 are notified and NCLT/NCLAT benches are constituted.


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Goodbye Companies Act, 1956

Everyone from the Corporate Gamut is finding it very difficult to get acquainted to the Companies Act, 2013 and its ever-changing rules-of-play. This was an attempt to say farewell to the outgoing Companies Act which really emphasizes the importance & impact it had on the entire corporate community! Dear Companies Act, 1956 Finally, the long awaited moment has come for you to retire and your son, the Companies Act, 2013 to take charge of the affairs. Finally, the new Act will take your place in entirety as karta of the Corporate Gamut of the country. Everyone will get busy understanding his nature, his importance, his provisions and consequences of disobeying him. As it happens time and again, everyone will forget you over a period of time, as we will start getting familiar with your son and get used to obeying his mandates to fullest of extent. To be very honest, especially after the economy’s liberalization, we always felt you were not able to regulate us adequately. With the changing times, whenever some new & difficult situation arose, we looked upto you to guide us, but you would just point finger to the Ministry & the Judiciary to give us a solution – which many times proved to be inadequate and didn’t satisfy us. No doubt you tried many times to upgrade and amend your principles to cope up with changing times – but as you know – the same were crossing paths and conflicting with other principles of yours. We tried hard to harmoniously follow the contradictory views but somehow found ourselves interpreting them in a very different manner than intended. We knew it – yet we had no choice. As the twenty first century came to age – when we wanted to experiment with various ventures, new business models, new strategic alliances – we always felt strangled with your restrictive rules limiting and sometimes cutting our wings. We always wanted you to handover your legacy to someone new, young and fresh face with dynamic outlook – who can guide us for the future to come. We always wanted your successor to be liberal, explanatory and understanding. We always wished your newer version to support, guide and care for us. And when it has come – our joy and exuberance is endless. We felt to have received a wonderful new year gift, and that too especially, when the elections are round the corner, when we are seeing a new hope to get a chance to re-draft our future. This gift by the Ministry – even though sudden and fast – was always pleasant.

CS Amey Patwardhan LEGASIS SERVICES PVT. LTD. Email: [email protected]


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But somewhere deep down – I don’t know why – something bothers me. Something, something that can’t be explained – saddens me. Is it the fear for the unknown? It is that strange feeling of going back to school? It is that weird feeling of sudden attachment to an unknown person – with whom you will have to be bonded for rest of your life? Whatever it may be – I understand that we need to get used to him – the Companies Act, 2013 soon… very soon.. And just then it occurred to me – how much we are going to miss you! Agree - you were old, orthodox – and sometimes overstrict. But whatever walls you built – they were always there to protect us, regulate us, make us more responsible, make us more law abiding and more importantly – to make us self-disciplined. You were always there to guide us through. When we were unable to understand your mandates, we always sought help of judicially settled principles, judgements, long & deliberated discussions, books, journals, Ministry’s circulars, notifications, clarifications and what not. We sailed past confusing provisions by interpreting them suitably – of course ethically too. Surely there was a black side of this too. There were corporate frauds, scams and malpractices using the ‘loopholes’ in your principles – but who doesn’t face that? You provided for strict penalties & punishments for this behaviour too. We surely will miss all this parenting now. All this help – which was available to us – may be just over click of mouse – would not be there for sometime now. We were so used to remember your provisions - which now need to be unlearned and relearned in a new and different way altogether. Can’t say as of now, whether we will feel the same amount of comfort dealing with your son which we always felt, dealing with you. You were just like an old friend, philosopher and guide to us. And just like a child is always known by the name of his father, the new Act will always be known, referred in context of and compared with you time and again. Even though you won’t be there, we will always remember you while listening to what your son has to say. You always played a fatherly role in providing us our bread and butter. You shaped our professional careers and inspired many to follow the sacred path. Hope you have taught the same to your son and hope he carries on from where you have left. Thank you very much for all this Mr. Legislation! Farewell... Enjoy your retirement!


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Updates

Companies Act, 2013: March 2016 Circulars and Notifications

1. MCA Notification No. G.S.R.(E) dated 10th March, 2016- Amendment in the Rule:- the Companies (Share Capital and Debentures) Rules, 2014 The Ministry of Corporate Affairs hereby amended the following Rule: - In the Companies (Share Capital and Debentures) Rules, 2014:- In rule 17, in sub-rule (1), in clause (n), after sub-clause (iii), following insertions have been made. “Provided that where the audited accounts are more than six months old, the calculations with reference to buy back shall be on the basis of un-audited accounts not older than six months from the date of offer document which are subjected to limited review by the auditors of the company.” They shall come into force on the date of their publication in the Official Gazette.

For the complete text of this circular please refer to the link: http://www.mca.gov.in/Ministry/pdf/Notification_10032016.pdf

2. MCA Notification No. S.O. 1211(E) dt. 23rd March, 2016- Centralized Registration

Centre (CRC) for Company Incorporation w.e.f. 28th Mar 2016 1. In exercise of the powers conferred by sub-sections (1) and (2) of section 396 of the

Companies Act, 2013 (18 of 2013) (hereinafter referred to as the Act), the Central Registration Centre (herein after referred to CRC) established vide notification number S.O.218(E) dated 22nd January 2016 shall also exercise functional jurisdiction of processing and disposal of e-forms and all related matters pertaining to registration of companies under section 7, 8 and 366 of the Companies Act, 2013 having territorial jurisdiction all over India.

2. The CRC shall process forms pertaining to registration of companies i.e. e-forms (INC-2, INC-7 and INC-29 along with linked forms INC-22, DIR-12 and URC-1 and any other forms as may be notified by the Central Government) filed along with the prescribed fee as provided in the Companies (Registration of Offices and Fees) Rules, 2014.

3. The jurisdiction, processing and approval of name or names proposed in e-

Form number INC-29 hitherto exercised by the respective Registrar of companies having jurisdiction over incorporation of companies under the Companies Act, 2013 and the rules made there under shall forthwith be exercised by Registrar, CRC.

4. The jurisdictional Registrar of companies, other than Registrar CRC, within whose jurisdiction the registered office of the company is situated shall continue to have jurisdiction over the companies incorporated by the Registrar, CRC under

CS Kaushik M. Jhaveri Kaushik M. Jhaveri & Co., Practicing Company Secretary, Mumbai Email: [email protected]


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the Companies Act, 2013 for all other provisions of the Act and the rules made there under, which may be relevant after incorporation.

For the complete text of this circular please refer to the link: http://www.mca.gov.in/Ministry/pdf/Notification_23032016.pdf

3. MCA Notification No. G.S.R. 336(E) dt. 23rd March, 2016- Amendment in the Rule:-The Companies (Incorporation) Rules, 2014 The Ministry of Corporate Affairs hereby amended the following Rule: -The Companies (Incorporation) Rules, 2014 The Ministry of Corporate Affairs vide notification dated 23rd March, 2016 has amended the Companies (Incorporation) Rules, 2014 whereby old version of Form no. 11 has been substituted with new version of Form no. 11 i.e. the certificate of incorporation being issued by Registrar of Companies shall now be issued by Central Registration Center. These rules may be called the Companies (Incorporation) Second Amendment Rules, 2016

They shall come into force on the date of their publication in the Official Gazette. For the complete text of this circular please refer to the link: http://www.mca.gov.in/Ministry/pdf/Rules_23032016.pdf

4. MCA Notification No. G.S.R. 358(E) dt. 29th March, 2016- Amendment in the Rule:-The Companies (Share Capital and Debentures) Rules, 2014 : The Ministry of Corporate Affairs hereby amended the following Rule: -The Companies (Share Capital and Debentures) Rules, 2014 The Ministry of Corporate Affairs has amended Rule 17(5) of the Companies (Share Capital and Debentures) Rules, 2014 and notified the Companies (Share Capital and Debentures) Second Amendment Rules,2016. Following proviso shall be inserted:- “Provided that where all the members of a company agree, the offer for buy- back may remain open for a period less than fifteen days.” They shall come into force on the date of their publication in the Official Gazette. For the complete text of this circular please refer to the link: http://www.mca.gov.in/Ministry/pdf/AmendmentRules_30032016.pdf

5. MCA Notification No. G.S.R.364 (E) dt. 30th March, 2016-Amendment in the Rule:-The

Companies(Accounting Standards) Amendment Rules, 2006 The Ministry of Corporate Affairs has notified the Companies (Accounting Standards) Amendment Rules, 2016. The Ministry has amended the definitions of Accounting Standards, Act, Financial Statements and enterprise. AS -2: Valuation of Inventories, AS-4: Contingencies and events Occurring after Balance Sheet Date, AS-10: Property, Plant and Equipment, AS- 13: Accounting for Investments, AS-14: Accounting for Amalgamations, AS-21: Consolidated Financial Statements, AS-29 Provisions, Contingent Liabilities and Contingent Assets also stand amended. Also, under the heading ‘Accounting Standards’, under the subheading “General Instructions”, the following paragraph shall be inserted


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namely: The reference to ‘Schedule VI’ or ‘Companies Act, 1956’ shall mutatis mutandis mean ‘Schedule III’ and ‘Companies Act, 2013’, respectively. The amendment shall come into force on the date of their publication in the Official Gazette. For the complete text of this circular please refer to the link: http://www.mca.gov.in/Ministry/pdf/Notification_30032016.pdf

6. MCA Notification No. G.S.R.365 (E) dt. 30th March, 2016-MCA had notified Companies

(Indian Accounting Standards) Rules, 2015.

The Ministry of Corporate Affairs (MCA) has notified Companies (Indian Accounting Standards) (Amendment) Rule, 2016 in consultation with the National Advisory Committee on Accounting Standards (NACAS) These Amendment Rules have mainly extended the scope of applicability of Indian Accounting Standards to certain NBFCs and have inserted a) Indian Accounting Standards AS 11 (Construction Contracts); & b) Indian Accounting Standards18 (Revenues). Besides, these amendment Rules have omitted Indian Accounting Standards AS 115 (Revenue from Contracts with Customers) and have amended following exiting Indian Accounting Standards.

List of Amended Indian Accounting Standards

AS 1: Presentation of Financial Statements

AS 101: First time adoption of Indian Accounting Standards

AS 103: Business Combinations

AS 104: Insurance Contracts

AS 105: Non-current Assets Held for Sale and Discontinued Operations

AS 107: Financial Instruments: Disclosures

AS 109: Financial Instruments

AS 110: Consolidated Financial Statements

AS 112: Disclosure of Interests in Other entities

AS 19: Employee Benefits

AS 2: Inventories

AS 23: Borrowing Costs

AS 28: Investments in Associates and Joint ventures


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AS 32: Financial Instruments: Presentation

AS 34: interim Financial Statements

AS 36: Impairment of Assets

AS 37: Provisions, Contingent Liabilities and Contingent Assets

AS 38: Intangible Assets

AS 40: Investment Property

The amendment shall come into force on the date of their publication in the Official Gazette.

For the complete text of this circular please refer to the link: http://www.mca.gov.in/Ministry/pdf/Notification_30032016_I.pdf

7. MCA Order No. S.O. 1228(E) dated 29th March, 2016 - The Companies (Auditor's

Report) Order, 2015 The Ministry of Corporate Affairs had set up a Committee on 16th September, 2015 to re-examine the existing CARO, 2015 and recommend matters for inclusion in the statement to be attached with Auditor’s Report under Section 143(11) of Act, 2013 for the financial year 2015-16 onwards. Taking into consideration the recommendations submitted by the committee the Draft CARO, 2016 was placed on the MCA website for public comments. After taking the public comments into consideration MCA notified CARO, 2016 on 29th March, 2016, which replaces the Existing CARO, 2015 and brings some additional reporting by the Auditors on Fixed assets, Loans and investments, Managerial remuneration, Nidhi company, Related party transactions, Preferential allotment/private placement & Non-Cash Transaction. For the complete text of this circular please refer to the link: http://www.mca.gov.in/Ministry/pdf/CoOrder_30032016.pdf


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Chapters Contact Details

Sr. No. Chapter name Chapter In-Charge Contact No. Email id of Chapter In-

Charge

1 Ahmedabad Mr. Ketan Bhalgamiya 079-30025334/35 [email protected]

2 Aurangabad Mr. Subhash Bappi Sinha 0240-2451124 [email protected]

3 Bhayander Mr. C.N. Kundu 022-28183888 [email protected]

4 Bhopal Ms. Amita Malviya 0755-2577139 [email protected]

5 Goa Mr. M.S. Bhagwan 0832-2435033 [email protected]

6 Indore Mr. Pravin Gupta 0731-4248181 [email protected]

7 Kolhapur Ms. Archana Sawant 0231-2659498 [email protected]

8 Nagpur Mr. Aditya Ranjan Mishra 0712-2453276 [email protected]

9 Nashik Mr. Amit Kumar 0253-2509989 [email protected]

10 Navi Mumbai Ms. Lacchmi Bhatt 022-27577816 [email protected]

11 Pune Mr. Anil Tale 020-24263228/0341 [email protected]

12 Raipur Mr. Prafulla Kumar Dash 0771-3267784 [email protected]

13 Rajkot Mr. Aritra Karmakar 0281-3059646 [email protected]

14 Surat Mr. Goutam Karmakar 0261-2463404 [email protected]

15 Thane Ms. Kavita Chavan 022-25891333-3793 [email protected]

16 Vadodara Mr. Amit Kumar Nagar 0265-2331498 [email protected]


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WIRC Images

Seminar on Women’s Day Celebration on Saturday, March 06, 2016

ICSI-WIRC Special Women’s Day Study Circle Meeting on Secretarial Standards on Tuesday, March 08, 2016

CS Kamlesh Joshi,

Chairman, ICSI-WIRC

addressing the

delegates

From Left - CS Rishikesh Vyas, Chairman, Professional Development Committee, Mumbai Region, ICSI-WIRC, Chief Guest Ms. Shaina NC National Spokesperson, BJP, CS Kamlesh Joshi, Chairman, ICSI-WIRC, CS Swati Yash Bhatt, Secretary, ICSI-WIRC

CS Geetika Anand,

Member Secretarial

Standard Board and

Company Secretary,

Aditya Birla Group

addressing the

delegates.


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ICSI-WIRC & Navi Mumbai Chapter Joint Seminar on Annual Compliance on Saturday, March 12, 2016

Seminar on Critical Aspects of NCLT & LODR held on Saturday, March 19, 2016.

CS Ranbir Sanyal, Chairman,

ICSI-Navi Mumbai Chapter

addressing the delegates.

CS Rajesh Parte,

General Manager-

Secretarial, Mahindra

& Mahindra Limited

addressing the

delegates.

CS Satyan Israni,

Advocate, Bombay High

Court, addressing the

participants


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Two Days PCS Induction Program (PIP) on Friday & Saturday, March 25 & 26, 2016

CS S Sudhakar, Vice

President-Corporate

Secretarial, Reliance

Industries Ltd,

addressing the

participants

CS Hitesh Kothari,

Chairman, PCS

Committee &

Treasurer, ICSI-WIRC

CS Umesh Ved,

Practising Company

Secretary addressing

the participants


WIRC

Two Days Corporate Laws Conclave on Saturday & Sunday, March 26 & 27, 2016

From Left :- CS Swati Yash Bhatt, Secretary, ICSI-WIRC, CS Kamlesh

Joshi, Chairman, ICSI-WIRC CS Rishikesh Vyas, Chairman, Professional

Development Committee, Mumbai Region, ICSI-WIRC CS S. Sudhakar,

Vice President-Corporate Secretarial, Reliance Industries Ltd, Mumbai

CS Devendra Deshpande , Practicing Company Secretary & Chairman

TEFC Committee, ICSI-WIRC CS Hitesh Kothari, Treasurer, ICSI-WIRC

From Left :- CS Mahavir Lunawat, Managing Director, Pantomath

Advisory Services Group & Central Council Member, The ICSI, CS

Swati Yash Bhatt, Secretary, ICSI-WIRC, CS Makarand Joshi,

Practising Company Secretary, Mumbai, CS Kamlesh Joshi,

Chairman, ICSI-WIRC CS Rishikesh Vyas, Chairman, Professional

Development Committee, Mumbai Region, ICSI-WIRC CS S.

Sudhakar, Vice President-Corporate Secretarial, Reliance Industries

Ltd, Mumbai CS Devendra Deshpande , Practicing Company

Secretary & Chairman TEFC Committee, ICSI-WIRC CS Hitesh

Kothari, Treasurer, ICSI-WIRC, CS Gaurav Pingle, Assistant Editor,

Law Street India


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WIRO OTC Program

ICSI-WIRC Interactive session of students and Parents held on 6th February 2016 at WIRC Office. From Left Prof. Purvish Shah Interacting with Students

Participants

ICSI-WIRC Interactive session of students and Parents held on 20th February 2016 at WIRC Office From Left Mr. D.V.N.S. Sarma, Deputy Director, ICSI-WIRC and Prof. Saachi Madnani Interacting with Students

Participants


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ICSI-WIRC 16th All India Company Law Quiz-2016 held on 5th April 2016 at WIRC Office. From Left CS Nitin Upadhaye addressing to Participants

Participants

Aurangabad Chapter:

Programme Date: 12/03/2016 Topic: Year End Compliances as per Companies Act 2013 CS Prasad Satish Takalkar & CS Kajal Rajnikant Desai Speaker’s for the Study Circle Meeting held on Saturday 12th March, 2016 at Aurangabad Chapter premises on the topic “Year End Compliances as per Companies Act 2013” interacting with the participants.

All the participants posing for a group photo after the conclusion of SCM on Saturday 12th

March, 2016


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Programme Date: 13/03/2016 Topic: Students Felicitation Program for CS December, 2015 Batch of Aurangabad Centre Participants with Senior Members, From Left fourth standing CS Vijay Baheti, Secretary – Aurangabad Chapter, CS M.R.Kulkarni, CS P.C.Agrawal & CS Ruesh Khokle, Chairman – Aurangabad Chapter and other members of Aurangabad Chapter on the occasion of Students Felicitation Program held on Sunday 13th March, 2016 at M.P.Law College, Nirala Bazar, Aurangabad (Maharashtra).

CS Ruesh Khokle, Chairman – Aurangabad Chapter addressing the all the participants at the Students Felicitation Program held on 13th March, 2016.

CS P.C.Agrawal, Past Chairman – Aurangabad Chapter presenting the memento to a student at the Students Felicitation Program held on 13th March, 2016

Programme Date: 20/03/2016 Topic: NCDs, Charges, Loan Funding & Documentation under Companies Act 2013, Presentation on SME, Critical Aspect of Companies Laws and Data Safety & Security Sitting from left CS Rajesh Lohia, PCS, Indore, CS A.R.Joshi, PCS, Aurangabad, CS Devendra Deshpande, Chairman, TEFC Committee, ICSI-WIRC, CS Kamlesh Joshi, Chairman, ICSI-WIRC, Mr. M.V. Phadke, Chief General Manager, IDBI Bank Ltd., Mumbai, CS Ashsih Karodia, Chairman, PDC outside Mumbai Region, ICSI-WIRC and all the participants


WIRC

CS Kamlesh Joshi, Chairman – WIRC-ICSI lighting the auspicious lamp at the Seminar held at Aurangabad

CS Rupesh Khokle, Chairman – A’Bad Chapter lighting the auspicious lamp at the Seminar held at Aurangabad

Bhopal Chapter:

Program on: 30th March to 04th April, 2016 Topic: Tally Training Workshop Members and Students attending the Tally Training Workshop organized by Bhopal Chapter of WIRC of ICSI from 30th March, 2016 to 4th April, 2016 at Chapter Office Premises.

Mr. Ankit Singh Thakur (faculty) teaching Members and students about Tally in Tally Training Workshop organized by Bhopal Chapter of WIRC of ICSI from 30th March, 2016 to 4th April, 2016 at Chapter Office Premises.


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Thane Chapter

CS Makarand Joshi during his lecture in Four Lecture Series on Company Law on 5th March 2016

CA Jayesh Kariya & CA Monika Wadhni during their lecture on 13th March 2016

Mr Chandrashekhar Tilak during his lecture on Seminar on Union Budget 2016 on 13th March 2016.

CS Savithri Parekh during lecture on 19th March 2016


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Ms Savithri Parekh(On left) being felicitated by CS Sameer Apte( On Right) during lecture on 19th March 2016

CS B Renganathan during his lecture on 26th March 2016 on Four Lecture series

CS Kalidas Vanjpe during his lecture on 26th March 2016 in Four lecture series.

Rajkot Chapter


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EDP Participants with Managing Committee Members, Rajkot Chapter

Programme Date: 08/03/2016 Topic: The

International Women's day celebration with

Theme on “Enriching Empoweredness”.

Inauguration and

Audience

Programme Date: 12/03/2016

Topic: Year End Compliance

Speaker CS Jayram Vachhani and

Audience


Topic: Union Budget 2016 A Review

Speaker Mr. Daxesh Kothari and

Audience


WIRC


Topic: 16th All India Law Quiz” –

Chapter Level Participants – 16th All India law Quiz


Inter Chapter Cricket Tournament


WIRC

Media Corner


WIRC

Disclaimer:

You are receiving this email since you are a member of ICSI. Views expressed in this newsletter are of authors and not necessarily of ICSI or WIRC of ICSI. ICSI or WIRC of ICSI does not verify authenticity of legal provisions contained in this newsletter. Neither authors, editors, publishers nor printers and distributors would be liable in any manner to any person by reason of any mistake or omission in this newsletter or for any action taken or omitted to be taken or advice rendered or accepted on the basis of this work. All rights reserved. All claims, disputes or complaints will be subject exclusively to jurisdiction of courts / forums / tribunal at Mumbai only.

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