CS NEWS C o n n e c t i n g

S t a t u t e s

2015

J Sundharesan & Associates Governance & Compliance Advisors

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www.jsundharesan.com

2015 - “The year of Governance”. To be Moral or Amoral Initiative by J Sundharesan

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015 CS NEWS INSIDE!

Governance is what Governance does –

Sundharesan Jayamoorthi, life coach for directors & compliance guru

Corporate Development Judicial –

! Golf Technologies (P) Ltd & Anr v. Axis Bank Ltd & Ors [Del]

! Shree Laxmi Trading Corporation & Ors v. Pec Ltd [Del]

From The Government –

! Clarification with regard to circulation and filing of financial statement under

relevant provisions of the Companies Act, 2013-reg.

! Clarification on repayment of deposits accepted by the companies before the

commencement of the Companies Act, 2013 under section 74 of the said Act.

! Extension of time for filing of Notice of appointment of the Cost Auditor for the F.Y.

2015-16 in Form CRA-2 and filing of cost audit report to the Central Government for

the F.Y. 2014-15 in form CRA-4

Save our Earth–

! Breathing will kill

Monthly Compliance

! Don’t miss it ☺

! Did you miss it #

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015 Governance is what governance does

It is difficult to understand what money can do, whether it is in shortage or in excess, with or without money our world seems to come to a stand still. On the same lines in corporate nobody can understand what Governance can do, it can make or break corporations if it is not in the right dose. Like money, Governance must be familiar, divisible and acceptable.

“Governance and leadership are the yin and the yang of successful organizations. If you have leadership without governance you risk tyranny, fraud and personal fiefdoms. If you have governance without leadership you risk atrophy, bureaucracy and indifference.” – Mark Goyder (Director of Tomorrow’s Company).

Governance creates values, which means it can be a medium of making or losing money. Governance is generally measured in two mediums, performance and compliance. If the Board performs, the assessment is that the Company is doing well and if the Compliance issues are well above board then the Company is rated high on Governance, if one of these two factors fail then governance fails and the system starts collapsing.

No one is in a position to assess how much of governance is good enough. Small companies are required to follow high levels of governance, but most of these companies may not even be familiar with governance issues. There are instances when a private equity invests in small companies and the pressure is exerted to perform based on good governance practices, this sometimes fails the small company. In fact as a company grows bigger with a larger public shareholding governance seems to get less importance as the focus shifts to profits and tick the box compliance to assess the governance levels. In a small company governance is focused on Boards whereas in listed entities governance seem to shift to compliance.

Governance has to be divisible otherwise it can bring ruin as governance in excess is like cholesterol and can choke the company and at times bring the company down as the expectations to prove things right is more on the company and on the contrary least respect for governance can ruin the company. Governance should be acceptable and be made available in the right measure irrespective of the size of companies, which will ensure there is discipline to keep a check on the Boards. How much is enough, whether it is money or governance it is difficult for someone to measure.

“Organisations need to practice qualitative corporate governance rather than quantitative governance thereby ensuring it is properly run.” – Mervyn King (Chairman: King Report)

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015

CASE LAW Golf Technologies (P) Ltd & Anr v. Axis Bank Ltd & Ors [Del]

DECIDED ON May 29, 2015

LEGISLATION SARFAESI Act

BRIEF FACTS

SARFAESI Act – section 13 and 17 – jurisdiction of civil court- recovery proceedings initiated by bank against the defaulting borrower- borrower filed civil suit alleging fraud played by the bank- whether maintainable – Held, No.

Facts: This is a suit challenging the measures taken by defendant Bank under Section 13 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest. The ground alleged in the suit is fraud by the bank played upon the plaintiffs. On April 21, 2015, after summons were issued, the Bank took a preliminary objection to the maintainability of the suit on the ground that the appropriate remedy available to the plaintiffs is under Section 17 of the Act and that it was always open to the plaintiffs to have approached the Debts Recovery Tribunal (for short “DRT‟) concerned for the reliefs sought in the present suit. Accordingly, the learned counsels for the parties were heard on the issue of maintainability of the suit.

Decision: Suit dismissed.

Reason: The limited issue before this Court is whether the nature of fraud, as alleged by the plaintiffs, could form the basis of maintainability of the present suit under the exception carved out by the Supreme Court in Mardia Chemicals case reported in 2004 (4) SCC 311. In effect, it has to be determined whether this suit would be maintainable against measures taken under Section 13 of the Act. It is evident that the bar of jurisdiction is twofold. Firstly, civil courts shall not entertain any suit or proceeding in respect of any matter which a DRT or the Appellate Tribunal is empowered by or under the Act. Secondly, no injunction shall be granted by any court or other authority in respect of any action taken or to be taken in pursuance of any order conferred under the SARFAESI Act or the RDDB Act. However, as per Mardia Chemicals (supra), jurisdiction of civil courts can be invoked only when the action of the secured creditor is alleged to be fraudulent or his claim so absurd and untenable. At this juncture, from the decisions of V. Thulasi v. Indian Overseas Bank (2011) 8 Mad LJ 441 and State Bank of India v. Jigishaben B. Sanghavi & Ors of the Bombay High Court the following legal propositions emerge apropos the maintainability of a suit on the ground of fraud:

a. The exception carved out by the Supreme Court in Mardia Chemicals (supra) is a very limited exception. Like all exceptions, it has to be construed strictly.

Corporate Development Judicial

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015 b. The averments in the plaint have to be considered as a whole. A mere allegation of fraud cannot lead to the maintainability of a suit. The Court is duty bound to see if the allegations of fraud are made only for the purpose of maintaining a suit.

c. Sufficiency of recourse under Section 17 of the Act would bar a suit.

On a meaningful reading of the plaint as a whole, it appears that in sum and substance, the plaintiffs’ case is that the letter dated December 31, 2012 was not issued by them and that it was fraudulently created by the Bank, hence the transfer of monies from the plaintiffs’ account to M/s. Tulip Telecom Limited was wrong and the said amount was depleted from their account only to classify it as an NPA. This according to the plaintiffs amounts to fraud and would form the basis of the maintainability of the present suit. This Court is of the view that if a standard classic defence, such as fraud by the Bank, is allowed to form the basis for maintaining a suit, then the provisions of the Act would become redundant, all the more so in the face of the express stipulation in Section 34 thereof. Moreover, if the test laid down in V. Thulasi (supra) and State Bank of India (supra) are applied to the present case, this Court would have no hesitation in holding that the present suit does not fall within the exception carved out by Mardia Chemicals (supra). Indeed, the Court cannot be oblivious to whether the allegations of fraud and misrepresentation are made only for the purpose of creating cause of action, thereby leading to the maintainability of the suit. This Court is also of the view that in the present case, the plaint does not aver any complicated facts leading to the case of fraud or how the measures adopted by the Bank are fraudulent/absurd/ untenable. There is nothing in the plaint which would lead to the conclusion that the plaintiffs’ case falls under the exception carved out by Mardia Chemicals (supra), i.e., the plaintiffs’ grievances ought to be determined in a suit. In the facts and circumstances of the case, this Court is of the view that the issue of fraud sought to be raised in this suit can well be agitated in proceedings under Section 17 of the Act since the plaintiffs evidently fall in the category of "any person" thereof. Furthermore, there is no force in the contention of advanced on behalf of the plaintiffs that the DRT is not empowered to determine the issues sought to be agitated in the present suit. It is not as if the remedy provided under Section 17 of the Act is illusory. The expression “evidence produced by the parties” occurring in Section 17(3) would include all such which can be produced by the plaintiffs to show that the measures taken by the Bank under Section 13 were not in conformity with the provisions of the Act. Is has been so held in V. Thulasi (supra). In the context of the preceding discussion this Court is of the view that the ground of fraud raised by the plaintiff can be duly addressed in proceedings under Section 17 of the SARFAESI Act, 2002 and the said plea of fraud, in the peculiar facts and circumstances of the case, does not fall in the exception carved out in Mardia Chemicals (supra). Therefore, the suit is not maintainable and is accordingly, dismissed.

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015 CASE LAW Shree Laxmi Trading Corporation & Ors v. Pec Ltd [Del]

DECIDED ON May 29, 2015

LEGISLATION Negotiable Instruments Act,1881

BRIEF FACTS Negotiable Instruments Act,1881 – sections 138,142 and 145 – dishonour of cheque – jurisdiction of trial court – stage of cross examination reached – whether ratio of Dashrath Rupsingh case applicable to return the complaint – Held, No.

Facts: The petitioners were summoned for the offence punishable under Section 138 read with Section 142 of The Negotiable Instruments Act, 1881 (hereinafter referred to as the "Act'). Thereafter, notices under Section 251 Cr.P.C were served upon the petitioners. They pleaded not guilty and claimed trial. Thereafter the matter was posted for cross examination of CW1/complainant's witnesses. Many adjournments were obtained for the purposes of cross examination. The question of territorial jurisdiction was raised by the petitioners immediately when the judgment of Dashrat Rupsingh Rathod v. State of Maharashtra & Anr reported in 2014 (9) SCC129 was rendered by the Supreme Court. The main contentions of the petitioners are that the drawee bank is situated in Mumbai and also the stage of recording of evidence under Section 145 (2) of the Act has yet not commenced, therefore the complaint is liable to be returned to the complainant for filing in the Court who has competent jurisdiction to try the same. The trial court rejected the plea of the petitioners by order dated November 29, 2014. The said order was challenged by the petitioners on filing of Revision Petitions, which were dismissed by a detailed order passed on March 24, 2015 by a common judgment and the same has been challenged by the petitioners before this Court in the present petitions.

Decision: Petition dismissed.

Reason: As already mentioned, the argument of the petitioners is that the stage of Section 145 (2) of the Act, has not arrived in the present proceedings and therefore, the complaint needs to be returned. The reply of the respondent before the trial court was that the matter has already reached the stage of Section 145(2) of the Act and therefore, the complaints are not liable to be returned on the issue of the territorial jurisdiction and the matter has to be proceeded further under these circumstances. Many adjournments for the purpose of cross-examination were taken by the petitioners. The exemptions for personal appearance of accused were also granted to the petitioners. It appears from the order sheets that even last and final opportunities for cross- examination of CW-1 were granted. The judgment by the Supreme Court was delivered on August 1, 2014 and on the next date the question of territorial jurisdiction was raised on behalf of the petitioners. From the scheme of Sections 251 to 255 Cr.P.C., it is apparent that once notice under Section 251 Cr.P.C. has been framed and the accused pleads not guilty, the matter goes to the stage of recording of evidence under Section 254 Cr.P.C. There is no other intermediate stage between framing of notice and recording of evidence. As far as a complaint under Section 138 of the Act is concerned, Section 143 of the Act provides that all offences under the said Chapter are to be tried in accordance with the provisions of Sections 262 to 265 Cr.P.C., which provides

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015 for summary trials. Section 145(1) of the Act provides for reception of evidence on affidavit and 145(2) of the Act provides an opportunity to the accused to move an application for cross examination of the complainant or his witnesses. Even under such procedure, there is no intermediate stage between framing of notice under Section 251 Cr.P.C. and recording of evidence, either under Section 145(1) or (2) of the Act. Once notice under Section 251 Cr.P.C. stood framed, a complaint under Section 138 of the Act has reached the stage of recording of evidence. Counsel for the petitioners has admitted the fact that the respondent has admittedly adopted pre-summoning evidence as post summoning evidence. The said statement was made by the respondent on December 20, 2013 and the matters were put up for cross-examination on behalf of the petitioners for February 7, 2014. It shows that orders are passed for taking evidence which has already been adduced in view of statement made by the counsel before the Court on December 20, 2013.For the reasons mentioned above, I do not find any infirmity in the impugned orders. The present petitions are dismissed.

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015

Clarification with regard to circulation and filing of financial statement under relevant provisions of the Companies Act, 20l3-reg.

[Issued by the Ministry of Corporate Affairs vide No. 1/19/2013-CL-V, dated July 21, 2015.]

Stakeholders have drawn attention to the proviso to section 101(1) of the Companies Act, 2013 (Act) which allows general meetings to be called at a shorter notice than twenty one days, and sought clarification as to whether provisions of section 136 would also allow circulation of financial statements at a shorter notice if conditions under section 101 are fulfilled.

1.2 The matter has been examined and it is clarified that a company holding a general meeting after giving a shorter notice as provided under section 101 of the Act may also circulate financial statements (to be laid/considered in the same general meeting) at such shorter notice.

2.1 Attention has also been drawn to the provisions of clause (a) of fourth proviso to section 136(1) which require every company having a subsidiary or subsidiaries to place on its website, if any, separate audited accounts in respect of each of its subsidiary. Further, fourth proviso to section 137(1) requires that a company shall attach along with its financial statements to be filed with the Registrar, the accounts of its subsidiary(ies) which have been incorporated outside India and which have not established their place of business in India. Clarification has been sought on –

(a) Whether a company covered under above provisions can place/file unaudited accounts oi a foreign subsidiary if the audit of such foreign subsidiary is not a mandatory legal requirement in the country where such foreign subsidiary has been incorporated and such audit has not been conducted, and:

(b) Whether accounts of such foreign subsidiary would need to be as per format under Schedule lll/ Accounting Standards or the format as per country of incorporation of the foreign subsidiary would be sufficient.

2.2 The matter has been examined in the Ministry in consultation with ICAI and it is clarified that in case of a foreign subsidiary, which is not required to get its accounts audited as per legal requirements prevalent in the country of its incorporation and which does not get such accounts audited, the holding/ parent Indian may place/file such unaudited accounts to comply with requirements of Section 136(1) and 137(1) as applicable. These, however, would need to be translated in English, if the original accounts are not in English. Further, the format of accounts of foreign subsidiaries should be, as far as possible, in accordance with requirements under Companies Act, 2013. In case this is not possible, a statement indicating the reasons for deviation may be placed/ filed along with such accounts.

This issues with the approval of the competent authority.

JSA Take: Relief to Companies delayed but not denied.

From The Government

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015 Clarification on repayment of deposits accepted by the companies before the commencement of the Companies Act, 2013 under section 74 of the said Act

[Issued by the Ministry of Corporate Affairs vide General Circular No.9/2015, dated 18.06.2015.]

This Ministry has received representations seeking clarification regarding processing of the deposits related complaints received from investors under section 74 of the Companies Act, 2013 (the said Act) in respect of defaults made by companies in repayment of deposits accepted by them before the commencement of the said Act i.e. before 1st April, 2014 and filing of prosecutions against defaulting companies by the Registrars of Companies/Regional Directors.

2. The matter has been examined in the Ministry and it is clarified that vide Removal of Difficulties (Second) Order [S.O. 1428(E)] dated 2nd June, 2014 and Removal of Difficulties (Fourth) Order I.S.O. 146O(E) dated 6th June, 2014, the Company Law Board has been empowered to exercise the powers of National Company taw Tribunal under sub-section (4) of section 73 and subsection (2) of section 74 of the said Act, till the latter's constitution. Thus, a depositor is free to file an application under section 73(4) of the said Act, with the Company Law Board if the company fails to make repayment of deposits accepted by it. Further the company may also file application under section 74(2) of the said Act with the Company Law Board seeking extension of time in making the repayment of deposits accepted by it before the commencement of the provisions of the said Act.

3. Further, attention is also drawn to Explanation appearing below Rule 19 of the Companies (Acceptance of Deposits) Rules, 2014 which clarifies the conditions subject to which a company would be deemed to have complied with the requirements laid down in Section 74(1)(b) of the Companies Act, 2013 Companies can repay deposits accepted prior to 1st April, 2014 in accordance with terms and conditions for which the deposits had been accepted.

4. It is also clarified that there is no bar on the Registrar of Companies for filing of prosecution against a company if such company fails to make repayment of deposits accepted by it under the provisions of the Companies Act, 1956 or Companies Act, 2013, subject to the contents of para 3 above.

This issues with the approval of the competent authority.

JSA Take: Company Law Board is still in place to seek redressal.

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015 Extension of time for filing of Notice of appointment of the Cost Auditor for the F.Y. 2015-16 in Form CRA-2 and filing of cost audit report to the Central Government for the F.Y. 2014-15 in form CRA-4

[Issued by the Ministry of Corporate Affairs vide General Circular No.8/2015, dated 12.06.2015.]

The Ministry has received several representations about the non-availability of the revised form CRA-2 on MCA-21 required for filing of notice of appointment of the Cost Auditor for the F.Y. 2015-16, although the time limit for filing of the same has either lapsed or will be lapsing. The revised form CRA-2 has now been notified on 12th June, 2015 and is available on the MCAZ1 system for filing.

2. ln view of the delay in availability of revised Form CRA-2 on the MCA-21 portal, however, the additional fee on account of any delay beyond the prescribed period of 30 days from the date of Board Meeting in which the appointment of the Auditor was made for filing of CRA-2 for the financial year starting on or after 1st April, 2015 is waived for all such filings till 30th June, 2015.

3. The revised e-Form CRA-4 has also been notified vide the above mentioned notification and will be made available on MCA-21 portal shortly. Therefore, on the similar lines mentioned in above paras, additional fees on delayed filing of form CRA- 4 beyond the prescribed period of 30 days from the date of receipt of a copy of Cost Audit Report from the Cost Auditor for the Financial Year starting on or after 1st April, 2014 is also waived for all such filings till 31st August, 2015.

4. This issues with the approval of the Competent Authority.

JSA Take: Waiver of additional fees for filing a form, as this form CRA 2 is yet to take its form.

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015

Yes, you read it right. Breathing will bring your expiry much nearer than you fear.

Before moving to justify the statement, let’s take a leap behind and imagine the city of Bangalore in the early 1990’s; the city was often referred to as “Garden City” because of the fact that it city was home to a lot of greener and as also a cool climate and weather; where we did not feel the need to have A/c’s. Now let’s look at the city as it stands now, we are forced to search for places / areas which can boast of its greenery – most of the green parks have been replaced by the concrete parks. This is not limited only to Bangalore, if we look at Delhi; gradually the Metro (DMRC) has put the old cycle rickshaws out of place.

Pollution levels across the globe has gone through the sky. All through school we have studied that Oxygen (O2) is the most essential element of air for life on earth. Un-fortunately O2 is becoming scarce element in the air and it is not far away that we will have to resort to artificial sources of clean and pure oxygen.

RECENT FINDINGS

! A recent study had pointed out that India and China suffer over $ 1.89 trillion annually in terms of the value of lives lost and ill health caused from air pollution.

! Another recent international study has claimed that foul air is killing up to 80 people a day in Delhi.

! Across India, as many as 4 lakh premature deaths could be prevented every year if the WHO standards are met.

In Pakistan alone, 1,200 perished in the month of June, mostly poor people and manual labourers who were forced to remain in the streets despite government warnings to stay indoors to avoid the blistering 45-degree heat.

A statement has been released by the World Meteorological Organisation (WMO) revealed on July 21 – stating that "the average temperature for the six-month period was 0.85°C (1.53°F) above the 20th century average of 15.5°C (59.9°F), surpassing the previous record set in 2010 by 0.09°C (0.16°F).

Over the years, people became good at adapting to those changes but what we are seeing is increasing risks associated with climate change as this becomes more and more pressing.

The biggest challenge before us now, is how to work with communities not only to cope with short-term impacts but actually to be able to adapt and be resilient over time.

Source: http://timesofindia.indiatimes.com

http://www.globalissues.org

SAVE OUR ENVIRONMENT

BREATHING WILL KILL!!

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015

DON’T MISS IT☺

Compliance Calendar for the month of August 2015

DIRECT AND INDIRECT TAX

5th Excise Duty for all other units other than SSI units

6th Excise Duty for all other units other than SSI units through Internet Banking

15th Excise Duty for SSI units - Monthly for other mode(only quarterly)

16th Excise Duty for SSI units - Monthly for electronic mode

5th Service Tax Return for the month of July 2015

6th Service Tax Return for the month of July 2015 through internet banking

7th Payment of TDS

10th Monthly Excise return by all assesses(except SSIs &EOUs) coming under CAE in form ER-1

10th Monthly Excise return by EOU assesses coming under CEA in Form ER-2

20th Excise return by SSI coming under CEA in Form ER- 3 - Quarterly

20th VAT payment - Monthly Cases

21st VAT - Monthly Returns (Electronically)

20th CST Payment - Monthly

21st CST - Monthly Returns (Electronically)

6th Payment of Service Tax

6th Payment of Service Tax (Electronically)

31st Payment of Professional Tax for the month of July 2015

31st Professional Tax Return for the month of July 2015

FEMA

6th Monthly return in Form ECB-2 for companies availing External Commercial Borrowings under FEMA Regulations

LABOUR LAW COMPLIANCES

15th Monthly Declaration and filing of form (for the employees joined during the previous month)

Comply or Explain

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015 under ESI Act, 1948

15th Monthly Return of Employees qualifying for the first time under EPF & MP Act, 1952 in Form 5

15th Payment of contribution under EPF & MP Act, 1952

15th Nomination Forms to be submitted by new Joinees for the month under EPF & MP Act, 1952 in Form 2

25th Monthly Return on Employees leaving Organisation under EPF & MP Act, 1952 in Form 10

15th Monthly Declaration and filing of Form (for the Employees joined during the previous month) under EPF &MP Act, 1952

21st Payment of contribution under ESI Act, 1948

25th Monthly Return of Contribution under EPF & MP Act, 1952 in Form 12A

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015 DIDYOU MISS IT#

Compliance Calendar for the month of July 2015

DIRECT AND INDIRECT TAX

5th Excise Duty for all other units other than SSI units

6th Excise Duty for all other units other than SSI units through Internet Banking

15th Excise Duty for SSI units - Monthly for other mode(only quarterly)

16th Excise Duty for SSI units - Monthly for electronic mode

15th Advance Tax Payment (Quarterly)

5th Service Tax Return for the month of June 2015

6th Service Tax Return for the month of June 2015 through internet banking

7th Payment of TDS

10th Monthly Excise return by all assesses(except SSIs &EOUs) coming under CAE in form ER-1

10th Monthly Excise return by EOU assesses coming under CEA in Form ER-2

20th Excise return by SSI coming under CEA in Form ER- 3 - Quarterly

20th VAT payment - Monthly Cases

20th VAT - Monthly Returns (Electronically)

20th CST Payment - Monthly

20th CST - Monthly Returns (Electronically)

6th Payment of Service Tax

6th Payment of Service Tax (Electronically)

FEMA

6th Monthly return in Form ECB-2 for companies availing External Commercial Borrowings under FEMA Regulations

15th Filing of Form Annual Return on Foreign Liabilities and Assets with Reserve Bank of India

LABOUR LAW COMPLIANCES

15th Monthly Declaration and filing of form (for the employees joined during the previous month) under ESI Act, 1948

J SUNDHARESAN & ASSOCIATES CS NEWS – AUGUST 2015 15th Monthly Return of Employees qualifying for the first time under EPF & MP Act, 1952 in Form 5

15th Payment of contribution under EPF & MP Act, 1952

15th Nomination Forms to be submitted by new Joinees for the month under EPF & MP Act, 1952 in Form 2

25th Monthly Return on Employees leaving Organisation under EPF & MP Act, 1952 in Form 10

15th Monthly Declaration and filing of Form (for the Employees joined during the previous month) under EPF &MP Act, 1952

21st Payment of contribution under ESI Act, 1948

25th Monthly Return of Contribution under EPF & MP Act, 1952 in Form 12A

30th Quarterly Returns in Form ER-1 of Employment Exchanges (Compulsory Notification of Vacancies)Act, 1959

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.© 2015 J Sundharesan