Monthly • Volume XXXVIII • Page 1-24 • No.05 • May, 2019

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

CELEBRATING CSBF MONTH- 2019Become the member of the CSBF by paying one time Life membership fee of Rs. 10,000/- and avail the following benefits of becoming a life member of CSBF.

S. No. Monetary Benefit (Rs) Benefit Conditions1 7,50,000 In the event of death of a member upto the age of 60 years.2 3,00,000 In the event of death of a member above the age of 60 years in

deserving cases.3 40,000 Per child (upto two children) for education of minor children of

deceased member.4 60,000 For medical expenses in deserving cases.5 - Limited benefits for Company Secretaries who are not members

of the CSBF.

GLIMPSES OF NIRC SEMINAR ON THE THEME : IBC- THE ROAD AHEAD HELD ON 18.05.2019 AT HOTEL SHANGRI LA EROS, NEW DELHI

NIRC - ICSI Newsletter | May 2019 2

From the Chairman

Chairman CS SARIN GuRvINDER SINGH 9814685649

Vice-Chairman CS PANDEY SuRESH 9968300649

Secretary CS GuPTA vIMAL KuMAR 9983324282

Treasurer CS DAGA SuSSHIL 9829689999

Members(in alphabetical order)

CS GuPTA AMIT 9415005108

CS GuPTA BHuPESH 9815605702

CS GuPTA SuRYA KANT 9711848828

CS HARBOLA HIMANSHu 9818993836

CS KALIA SAuRABH 9810979440

CS KOHLI MONIKA 9810480983

CS SHuKLA vINAY 9810624262

CS SuHAG DEvENDER 8130586611

Ex-officio Members CS CHAuDHARY vINEET K. 9811577123

CS CHAWLA N.P.S. 9958535300

CS GuPTA MANISH 9212221110

CS MEHTA HITENDER 9811510775

CS PANDEY RANjEET 9810558049

Regional Director SHRI K. C. KAuSHIK 011-49343002

Research Associates Dr. BHOLE SHANKAR SIKHWAL 9690144491

THE REGIONAL COuNCIL

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

Help Desk of NIRC-ICSI011-49343000niro@icsi.edu

MEMBERS OF ExPERT ADvISORY for NIRC-ICSI Newsletter-Insight

CS Harish K. Vaid - 9810188683CS N.K. Jain - 9818348811CS Ilam C Kamboj - 9810198429CS G P Madaan - 9810530312CS (Dr.) S Chandrasekran - 9871529529CS P.K. Rustagi - 9811652010CS (Prof ) J P Sharma - 9910401777

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

CS Shweta Dixit - 9891318222CS Harish Kumar - 9871042232CS Manoj Kumar - 9910688433CS Aishwarya Mohan Gahrana - 9650338103CS Divesh Goyal - 8130757966

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

Dear Professional Colleagues,

It is my privilege as well as honour to orchestrate my words for this prestigious News Letter in this august chair of the Chairman, NIRC-ICSI. Scribbling my writing for this page, it inspires me to take our esteemed Institute on the voyage of sustainable prosperousness and momentum which in turn solicits floating myriad ventures to take our revered profession to the next level. For doing this, it is my firm belief that with the support of all my learned fraternity members and NIRC-ICSI team, we can travel further milestones for the enrichment of the profession.

To achieve the desired results one has to be updated all around and the professional world is full of challenges, as day-in and day-out lots of development and amendments are taking place. Keeping all this in the mind, NIRC-ICSI is providing best possible services to all the stakeholders either in form of the learning, capacity building and skill development opportunities by organising series of quality professional development programmes and by continuous improving infrastructure.

In continuous endeavour of “DEvELOPMENT TO ACHIEvE ExCELLENCE “NIRC organised series of the programmes in the month of the April & May, 2019. Further NIRC is planning more & more programmes for the coming months. Detailed efforts of the NIRC to achieve targets of the development are as under:-

SKILL SET DEvELOPMENT OF THE MEMBERS & STuDENTS:

To improve professional, legal, management and representational Skills of members & students various student programmes, seminars,

“Life is too important to be taken seriously. Oscar Wilde”

NIRC - ICSI Newsletter | May 2019 3

From the Chairman

workshops and master classes were organised in NIRC & Chapters. Details of programme are listed separately. Further first of its kind special crash course for June 2019 Examination was launched for the CS executive students with various salient features. In continuous endeavour panel interaction was also held to strengthen the faculty for the various student programmes.

TRAINING AND PLACEMENT DEvELOPMENT:

Towards this initiative various student training programmes were undertaken during the month of April & May, 2019.Details of programmes is listed separately. Two Placement Drives for fresher CS members including Mega Placement Drive were held on 05.04.2019 and 17.05.2019 at NIRC.

BRAND BuILDING DEvELOPMENT:

Under MOU in the year 2016, ICSI honors topper B.Com of Panjab University every year through their ICSI Signature Award. This time Gold Medal was awarded to Ms. Mehak Mittal, resident of Dera Bassi, Punjab. Vice President M. Venkaiah Naidu attended the 68th convocation of Punjab University as the Chief Guest. On the instructions of the President ICSI, I along with Chairman Chandigarh Chapter of ICSI was present in the Convocation for awarding ceremony. This award was started by ICSI to increase the awareness about CS profession. This award provides the provision of free education from ICSI and event was widely covered by the Print Media.

Further NIRC has conducted 29 career awareness programme and participated in 01career fairs to create awareness of the CS Profession among the students.

DEvELOPMENT TOWARDS NEW EMPLOYMENT & PRACTICE AREAS:

NIRC is committed to this endeavour and has started working to explore new areas and avenues of employment & practice. On the occasion of the Labour Day (01.05.2019) representation on behalf of the ICSI under the signatures of the President ICSI was handed over to the Sh. Lallan Singh, Jt. Labour Commissioner, Department of Labour, NCT Delhi, for third party certification from Practising Company Secretaries under the labour laws.

HEALTH AND SOCIAL SECuRITIES DEvELOPMENT:

This May 2019 is fully dedicated to CSBF and marked as CSBF MONTH-2019. Special efforts are being undertaken with the help of chapters to enrol more and more members to CSBF. To create more awareness special Blood donation camp was organised on 11.05.2019 in association with the Lions Club at NIRC.

NIRC-ICSI is planning to organise various programs during the month of June 2019. Further, we take this opportunity to request all of you to attend all these programs in large number and take the benefit of listening to rich deliberations of the eminent speakers and also the strength in these programs encourages the organisers to organise more and more quality professional development programs.

Further, NIRC is planning to make the ICSI-NIRC Newsletter more informative and useful for our members. Hence, we take this opportunity to invite all of you to join hands with NIRC in this initiative and contribute articles on contemporary issues i.e. Legal Updates, FAQs and Checklists on various matters relating to the Corporate Laws for the purpose of publishing the same in the NIRC Newsletter. Please send your valuable suggestion(s) , if any at chairman.nirc@icsi.edu. or chairmannirc2019@gmail.com. Let’s take a pledge to take the Profession of Company Secretaries to greater heights and glories.

Lastly, I am concluding my address with the quote of one of the Greatest Leader Mr. Nelson Mandela:

“It is always seems impossible until it’s done.”

CS G S SarinChairmanNIRC-ICSI

NIRC - ICSI Newsletter | May 2019 4

Article

Section 245 empowers members or depositors or a number of them to

file a class action suit against a company.

DepositorsThe companies Act, 2013 does not define the term depositors but the

deposit.  According to "deposit" includes any receipt of money by way

of deposit or loan or in any other form by a company, but does not

include such categories of amount as may be prescribed in consultation

with the Reserve Bank of India.

Rule 2(1)(c ) have a long exhaustive definition of deposits, which is not

reproduced here to keep this write-up relevant.

According to Rule 2(1)(d) of the Companies (Acceptance of Deposit

Rules) 2014, ‘‘depositor’’ means,

(i) a ny member of the company who has made a deposit with the

company in accordance with the provisions of sub-section (2)

of section 73 of the Act, or

(ii) any person who has made a deposit with a public company in

accordance with the provisions of section 76 of the Act;

REQuISITE NuMBERS FOR FILING APPLICATION NCLT – 9The requisite number of depositors provided in sub-section (1) shall not

be:

1. less than one hundred depositors or

2. not less than such percentage of the total number of depositors as

may be prescribed, whichever is less, or

3. any depositor or depositors to whom the company owes such

percentage of total deposits of the company as may be prescribed.

Accordingly, Rule 84(4) of NCLT Rules 2016 prescribes that the requisite

number of depositor or depositors to file an application under section

24591) shall be –

(i) (a) at least five per cent of the total number of depositors of

the company; or (b) one hundred depositors of the company,

whichever is less; or;

Class Action Suit by Depositors

Aishwarya Mohan Gahrana | Company Secretary and Insolvency Professional

(ii) d epositor or depositors to whom the company owes five per cent of

total deposits of the company.”

RELIEFS uNDER SECTION 245 IN RESPECT OF THE COMPANYAn application for class action under Section 245(1) before the

honourable National Company Law Tribunal may be filed for seeking all

or any of the following reliefs:

(a)  to restrain the company from committing an act which is ultra vires

the articles or memorandum of the company;

(b) to restrain the company from committing a breach of any provision

of the company’s memorandum or articles;

(c)  to declare a resolution altering the memorandum or articles of

the company as void if the resolution was passed by suppression

of material facts or obtained by misstatement to the members or

depositors;

(d) to restrain the company and its directors from acting on such

resolution;

(e) to restrain the company from doing an act which is contrary to the

provisions of this Act or any other law for the time being in force;

(f ) to restrain the company from taking action contrary to any

resolution passed by the members;

(g) to claim damages or compensation or demand any other suitable

action from or against—

1. the company or its directors for any fraudulent, unlawful

or wrongful act or omission or conduct or any likely act or

omission or conduct on its or their part;

2. the auditor including audit firm of the company for any

improper or misleading statement of particulars made in his

audit report or for any fraudulent, unlawful or wrongful act or

conduct; or

3. any expert or advisor or consultant or any other person for any

incorrect or misleading statement made to the company or *The views expressed are personal views of the author and it should not be taken as views of the NIRC-ICSI.

NIRC - ICSI Newsletter | May 2019 5

Article

for any fraudulent, unlawful or wrongful act or conduct or any

likely act or conduct on his part;

(h)  to seek any other remedy as the Tribunal may deem fit.

Members, Depositors or any class of them may seek these reliefs

if they are of the opinion that the management or conduct of the

affairs of the company is being conducted in a manner prejudicial

to the interests of the company or its members or depositors.

An application under Section 245 shall be filled in Form NCLT – 9.

RELIEF FROM AuDIT FIRM uNDER SECTION 245(2)In addition to an action under Section 245(1)(g)(ii), an application may

be filed against an audit firm to  seek any damages or compensation

or demand any other suitable action from or against an audit firm, the

liability shall be of the firm as well as of each partner who was involved

in making any improper or misleading statement of particulars in the

audit report or who acted in a fraudulent, unlawful or wrongful manner.

CONSIDERATION OF APPLICATION [SECTION 245(4)]When considering an application for class action, the tribunal shall take

into account:

(a)   whether the member or depositor is acting in good faith in making

the application for seeking an order;

(b) any evidence before it as to the involvement of any person other

than directors or officers of the company on any of the matters

provided in clauses (a) to (f ) of subsection (1);

(c)  whether the cause of action is one which the member or depositor

could pursue in his own right rather than through an order under

this section;

(d)  any evidence before it as to the views of the members or depositors

of the company who have no personal interest, direct or indirect, in

the matter being proceeded under this section;

(e) where the cause of action is an act or omission that is yet to occur,

whether the act or omission could be, and in the circumstances

would be likely to be—

1. authorised by the company before it occurs; or

2. ratified by the company after it occurs;

(f ) where the cause of action is an act or omission that has already

occurred, whether the act or omission could be, and in the

circumstances would be likely to be, ratified by the company.

GuIDELINE FOR TRIBuNAL FOR ADMITTED APPLICATIONS [SECTION 245(5)]The Tribunal shall have regard to the followings:

(a) public notice shall be served on the admission of the application to

all the members or depositors of the class in such manner as may

be prescribed;

(b) all similar applications prevalent in any jurisdiction should be

consolidated into a single application and a lead applicant shall be

chosen or appointed;

(c) two class action applications for the same cause of action shall not

be allowed;

(d)  the cost or expenses connected with the application for class action

shall be defrayed by the company or any other person responsible

for any oppressive act.

ExEMPTION TO BANKING COMPANY [SECTION 245 (9)]This Section is not applicable to Banking Company.

REPRESENTATIvE CLASS ACTION SuITS [SECTION 245(10)]An application may be filed or any other action may be taken under this

section by any person, group of persons or any association of persons

representing the persons affected by any act or omission, specified in

sub-section (1).

BENEFITSPresently depositors do not have a safe process to prosecute a company

which make any default in repayment or indulge in some unfair

practices related to deposits. Further, depositors are scattered and

unsecured having no right on assets of the company. The government

in recent years unable to enforce provision related to deposit insurance

and other safety measures for depositors. These provisions of class

action suits shall help depositors most. Under new law, any association

of persons representing affected depositors is authorized to file class

action suits.

This provision certainly is a jewel for investor protection particularly for

protection of depositors.

NIRC - ICSI Newsletter | May 2019 6

ArticleArticle

PREFACE: -The Government of India had on 13th July 2018 constituted a committee to review the existing framework dealing with offences punishable under companies act 2013 and inert-alia to make recommendations to strengthen the corporate governance mechanism. A detailed analysis was undertaken by the committee of all the penal provisions under the companies act 2013 and the report which was presented to Union Minister of finance & Corporate affairs Shri Arun Jaitley dated 14th August 2018 was broken down into eight categories depending upon the nature of offence committed. The major recommendations of the committee included Restructuring of corporate offences for de-clogging of special courts and NCLT recommendations related to corporate compliance and corporate governance. The ministry has further promulgated Companies (amendment) ordinance, 2018 dated 2nd November 2018 pursuant to the recommendations of the committee.

PRE-AMENDMENT FRAMEWORK: - Under section 2(41) of the companies act 2013, Prior approval of NCLT was required for alteration in the financial year whereas under section 14 approval of the tribunal was required for conversion of a public limited company into private limited. Section 441 provides for compounding of offences which are not punishable with imprisonment or with imprisonment and fine. Thus, compoundable offences broadly refer to those offences where the prescribed punishment is only fine or imprisonment or fine both. The jurisdiction of regional director extended to the pecuniary limits of five lakh rupees which is determinable on the basis of maximum amount of fine. All offences for which maximum fine exceeds five lakh rupees, the power or jurisdiction to compound was with NCLT.

INTENTION BEHIND THE OBjECTIvE ASSESMENT OF THE ExISTING REGuLATORY FRAMEWORK:A. Irani Committee

The Irani Committee which was constituted in the year 2005 made the following observations related to companies act 1956:

“Under the present law, all lapses, however trivial, are required to be tried by the trial court as criminal offences. Delays are also attributable to be tried by the Trial court as criminal offences. Delays are also attributable to the procedural aspects required to be followed to bring the offender to book under Companies Act, 1956. Most Violations are of procedural nature. However, there is no structure for dealing with such offences speedily. The delayed processing of complaints leads to enormous administrative burden and high cost to the economy. The process of prosecution gets prolonged and the deterrent effects of the penal provisions get diluted.”

One of the major recommendations of the Irani Committee was to setting up of an in- House mechanism for levying penalties on account of technical defaults. Further the standing Committee on finance during the examination of Companies Bill, 2009, in its 21 st report dated 31st August 2010, Stated that:

“Transgressions, purely procedural or technical in nature, should be viewed in a broader perspective, while serious non-compliance or violation’s including fraudulent conduct should invite stringent/deterrent provisions’’.

B. Pendency of cases

The Pendency of cases (Table 1.1) suggests that a large number of cases which are compoundable in nature are pending before regional directors and trial courts, a significant number of which relate to non-filing of “Financial statements” and ‘’Annual Returns”. Till date several measures have been taken by the MCA to for reducing the overall pendency of cases in courts, such as by introducing settlement schemes in 2000, 2010,2014 and 2018 to provide a window to defaulters to file their annual statements at a discounted fees with concomitant immunity from criminal proceedings.

Table 1.1

“Declogging of NClt”- Companies (Amendment) Ordinance, 2018

AYuSH GuPTA | PCS, DELHI | ayush@amgcorpavenues.com/pcsayushgupta@gmaill.com

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

NIRC - ICSI Newsletter | May 2019 7

Article

The Vaish Committee constituted in 2005 recommended

withdrawal of cases where larger public interest is not involved

to allow the courts to pay more attention on disposal of the cases

relating to frauds, scams and embezzlement of funds. It was

further noted that the pendency every year was steadily increasing

by around 2000 cases and the average period of disposal of cases

was about 5 years and the average cost awarded per case to the

government came to Rs 573/-.

C. Inhouse adjudication mechanism

Under the Companies act 2013, there are 18 instances where

defaults/ violations are subject to civil liability by levying penalty

through an adjudication mechanism. These defaults broadly

relate to technical or minor non-compliances such as non-noting

of alteration in every copy of memorandum of association;

non-publication of authorized, subscribed and paid-up capital

together; manner of recording minutes; defaults in providing

copy of financial statement to any member etc. It was felt that

the list is not exhaustive as there are other ‘defaults’ which are as

of now punishable as offences but the nature of those defaults

are also procedural/technical which may be rectified by levy of

penalty instead of filing prosecution in courts, so as to incentivize

enhanced compliance.

D. De-clogging of NCLT

In the year 2016 when the central government has constituted

National company Law tribunal under section 408 of the companies

act 2013, it was only vested with the adjudication of cases under

companies act only. Subsequently with the advent of Insolvency

and bankruptcy code in May 2016, The NCLT was recognized as

‘Adjudicating Authority’ under the code. On account of increased

number of cases in NCLT and NCLAT through petitions filed under

IBC, Companies act and Competition Act, 2002, some measures

were required to be taken to transfer some of the jurisdiction of

NCLT and NCLAT to other authorities for reducing its burden.

HIGHLIGHTS OF COMPANIES (AMENDMENT) ORDINANCE 2018 IN CONTExT OF DE-CLOGGING OF NCLT

� vesting in the Central Government the power to approve the alteration in the financial year of a company under section 2(41) S.No. Relevant Section Title Pre-amendment Post amendment1. Provisos to 2(41) Alteration of

financial yearProvided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, The Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause;

Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, The Central Government may , on an application made by that company or body corporate in such form and manner as may be prescribed, allow any period as its financial year, whether or not that period is a year:Provided further that any application pending before the tribunal as on date of commencement of the Companies (Amendment) Ordinance, 2018 shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement.”;Provided also that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause;

Analysis: -

1. In the Pre-amended section 2(41) of the companies act 2013 application for change of financial year was required to filed before concerned NCLT. However, the committee in its report forwarded to the ministry stated that “It is recommended that NCLT need not be burdened with applications for change of financial year. These applications may be disposed off at the level of RD Itself”. Thereby on the recommendation of the committee the powers have been now delegated upon central government which is further likely to delegate upon concerned RDs under section 458 (Notification is still awaited).

NIRC - ICSI Newsletter | May 2019 8

vesting the Central Government, the power to approve cases of conversion of public companies into private companies

S.No. Relevant Section Title Pre-amendment Post amendment1. Provisos to 14(1) Alteration of articles for

Conversion of Public company into Private company

Provided further that any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the Tribunal which shall make such order as it may deem fit.

Provided further that any alteration having the effect of conversion of a public company into a private company shall not be valid unless it is approved by an order of the Central Government on an application made in such form and manner as may be prescribed;

Provided also that any application pending before the tribunal as on date of commencement of the Companies (Amendment) Ordinance, 2018 shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement.”;

2. 14(2) Approval of Tribunal Every alteration of the articles under this section and a copy of the order of the tribunal approving the alteration as per sub section (1) shall be filed with the registrar, together with a printed copy of the altered articles, within a period of fifteen days in such manner as may be prescribed, who shall register the same.

Every alteration of the articles under this section and a copy of the order of the Central Government approving the alteration as per sub section (1) shall be filed with the registrar, together with a printed copy of the altered articles, within a period of fifteen days in such manner as may be prescribed, who shall register the same.

Analysis: -

1. Under section 31 of the erstwhile companies act 1956 which dealt with the conversion of public company into private company which required the approval of central government the powers were delegated to Registrar of companies. Whereas under section 14 of the companies act 2013, the application was required to be filed before NCLT which shall make such order as it may deem fit. The applicant company was also required to serve the copy of application to the concerned registrar of companies, Central Government (Power delegated to regional directors), Securities and Exchange board of India (For listed entities) and the regulatory body if the company is regulated under any other act. The report of RD/ROC/SEBI/RBI is considered necessary to dispose of the application filed before NCLT. In the view of the nature of proceedings and for the speedier disposal, power to approve conversion under section 14 has now been delegated to central government which is further likely to delegate it to concerned regional directors under section 458 (Notification is still awaited)

2. The order of tribunal under section 14 was earlier required to be served with the concerned ROC within a period of fifteen days. Now after amendment, the order of central government instead of tribunal will be required to be served.

ENLARGING THE juRISDICTION OF REGIONAL DIRECTOR (“RD”) BY ENHANCING THE PECuNIARY LIMITS uP TO WHICH THEY CAN COMPOuND OFFENCES uNDER SECTION 441 OF THE ACT.

S.No. Relevant Section Title Pre-amendment Post amendment1. 441(1)(b) Compounding of certain

offencesWhere the maximum amount of fine which may be imposed for such offence does not exceed five lakh rupees, by the regional director or any officer authorized by the central government.

Where the maximum amount of fine which may be imposed for such offence does not exceed Twenty-five lakh rupees, by the regional director or any officer authorized by the central government.

2. 441(6) Permission of special Court Notwithstanding anything contained in the code of criminal procedure, 1973 (2 of 1974)-

any offence which is punishable under this act, with imprisonment or fine, or with imprisonment or fine or with both, shall be compoundable with the permission of the special court, in accordance with the procedure laid down in that Act for compounding of offences;

No offence which is punishable under this act with imprisonment only or with imprisonment and also with fine shall not be compoundable.

Notwithstanding anything contained in the code of criminal procedure, 1973, any offence which is punishable under this act with imprisonment only or with imprisonment and also with fine shall not be compoundable.

Article

NIRC - ICSI Newsletter | May 2019 9

Article Article

Analysis: -

1. In the erstwhile section 441(1)(b), RD’s pecuniary jurisdiction in cases of compounding was extended to offences where the maximum amount of fine does not exceed five lakh rupees and for those offences with maximum fine exceeding five lakh rupees, the power of compounding vested with the NCLT. Through the amendments under section 441(1)(b) the pecuniary limit of compounding of offences by the regional Director has been enhanced to Twenty-Five lakh rupees which was earlier limited to just five lakh rupees. Now only those serious corporate offences which involves maximum fine exceeding twenty-five lakh rupees will be adjudicated upon by the NCLT. Re-categorization of 16 offences out of the 81 which are in the category of compoundable offences to an in-house adjudication framework has been done on the recommendation of the committee.

2. Earlier permission of special court was required for compounding of offences punishable with fine or imprisonment or with imprisonment or fine or with both there by increasing the pendency of cases with the special court constituted under the act. NCLAT in its judgment dated 29.08.2017 in Cinepolis India Pvt Ltd. V. Roc, CA(AT) No. 137 of 2017, while relying on the interpretation of section 621A of CA 1956 (corresponding to section 441 of CA 2013) by the supreme court in VLS Finance v. Union of India, held that a prior approval of the Special Court before compounding of offence by NCLT is not required. Now that redundant provision has been omitted on the recommendation of

the committee.

CONCLuSION: -Companies (amendment) ordinance 2018, is definitely a short in the arm on the sidelines of India’s jump to the 77th position in the Worlds Bank’s ‘Ease of doing Business’ rankings. Ministry has more or less accepted almost all the major recommendations of the committee to review the existing regulatory framework. The said ordinance is another major step towards liberalization and aligning up of the policy framework with the global business regime. The government will further push for the passage of the said ordinance in the month-long winter session of the parliament which is likely to begin from 11th December 2018.

Consequences of Filing E-Form Mgt- 14 beyond 30 Days

CS ANu KADIAN | CSANuKADIAN@GMAIL.COM | PRACTICING COMPANY SECRETARY

There is lot of confusion regarding Consequences of filling MGT-14 after 30 days after the Companies (Amendment) Ordinance, 2018 which came into effect on 2nd November, 2018. Whether MGT-14 requires Condonation of delay/ Compounding of offence or Adjudication of penalties and which authority has the power to deal with the matter under Companies Act, 2013.

LEGAL vIEW POINT:

As per Section 117 of the Companies Act, 2013 read with Rule 24 of the Companies (Management and Administration) Rules, 2014, a copy of every resolution or any agreement in respect of matters specified Section 102(3) together with explanatory statement, shall be filed with Registrar (ROC) in Form No. MGT.14 along with the fee within 30 days of passing or making thereof.

In case a Company fails to file the resolution/ agreement

(MGT-14) u/s 117(2) above, then:

Ø Company and every Officer in default (including liquidator) shall be liable to a penalty of Rs. 1,00,000/- and Rs. 50,000/- respectively.

Ø In case of continuing default, Company and every Officer in default (including liquidator), as the case may be, shall be liable to an additional penalty of Rs.500/- per day, subject to maximum of Rs. 25,00,000/- and Rs. 5,00,000/- respectively.

As on date various amendments came in the Section since its inception. Few important highlights are mentioned as under:

Ø Prior to Companies Amendment Act, 2017- Companies were required to file with e-form MGT-14 with Registrar within 30 days of passing of Special resolution and can be filed upto 270 days with the additional fees.

Ø After Companies Amendment Act, 2017- Application of Condonation of delay with Central Government in e-form CG-1 was required to be filled with Registrar, if Companies fails to file e-form MGT- 14 within 30 days of passing of the resolution.

Ø After Companies (Amendment) Ordinance, 2018- Power was delegated to Registrar of Companies for Adjudication of offence vide Ordinance dated 02nd November, 2018.

The Companies (Amendment) Ordinance, 2018 had re- categorized certain offence from compoundable offences to an in-house adjudication framework. Thus, Registrar of Companies (ROC) and Regional Director (RD) has now power to impose penalties directly after issuing Show Cause Notice (SCN), instead of going to Tribunal for Compounding/Condonation of offences.

Through an aforesaid Ordinance, the Central Government made amendment in 16 Sections, wherein the punishment for non-compliance to be levied under the Companies Act, 2013 was re-categorized from “Fine” to “Penalty”.

ADjuDICATION OF PENALTY- SECTION 454

Ø What does Adjudication means?

NIRC - ICSI Newsletter | May 2019 10

Article Article

Adjudication means the action or process of adjudicating i.e a formal judgment on a disputed matter. Section 454 of Companies Act, 2013 deals with Adjudication of penalties.

Ø Who can adjudicate penalties?

The Central Government shall have power to specify the adjudicating officer not below the rank of Registrar (ROC), as adjudicating officer for adjudging penalty under the provisions of Companies Act, 2013.

Ø On whom penalties can be imposed?

Company and Officer in Default or Liquidator, as the case may be, are liable for penalties under Section 454 by stating the non-compliance or default made.

Ø Can Adjudicating officer impose penalty for non- compliance?

Y es, adjudicating officer can impose penalty for non- compliance, after giving reasonable opportunity of being heard to such company and officer or Liquidator, as the case may be, who is in default or any other person.

Ø What is the process of adjudication before adjudicating officer?

STEP-1:Adjudicating officer will find out the default and will start the process of adjudication.

STEP-2: Issuance of show cause notice to the Company and every officer in default

Under Rule 3(2), the adjudicating officer, before adjudging penalty shall issue a written notice to the Company and every officer in default a show cause notice and ask about why the penalty should not be imposed on the Company and Director in default.

The prescribed period of Show cause notice (SCN) not being less than 15 days and more than

30 days from the date of service thereon i.e Minimum 15 days and Maximum time is 30 days.

Notice issued shall indicate the nature of non- compliance or default under the Act alleged to have been committed or made by such company and every officer in default and shall be stated clearly about the maximum amount of penalty

that can be imposed on Company and every officer in default.

STEP-3: Reply to the notice of adjudicating officer-

Reply to such notice shall be filed in electronic mode within the period specified in the notice. However, the Adjudicating Officer may, if the Company and Officer in Default satisfies him for delay in filing response to the notice within stipulated period, extend the period of response for not more than 15 days only.

STEP-4: Opportunity of being heard-

The Adjudicating Officer shall provide to the Company and every officer in default to reasonable opportunity of being heard before imposing of any penalty on them.

STEP-5: Notice for hearing by adjudicating officer-

After considering reply submitted by the company and its officer, the adjudicating officer, if thinks necessary, shall issue a notice for physical appearance within a period of 10 working days from the receipt of reply.

Adjudicating officer shall issue a notice fixing a date of appearance of such company, through its authorised representative or officer of such company whether personally or through its authorised representative.

STEP-6: Hearing and order-

On the date of hearing and after giving reasonable opportunity of being heard, the adjudicating officer may, after recording the reasons in writing pass any order as he thinks fit including an order for adjournment of the hearing to a future date.

Every order passed by adjudicating officer, shall be duly dated and signed and shall clearly states the reasons for requiring physical appearance.

Ø In how much time an adjudicating officer shall pass an order?

Adjudicating officer shall pass an order-

- Within 30 days of expiry of SCN or such extended period where physical appearance was not required.

- Within 90 days of date of issue of notice where physical appearance was required.

Ø To whom copy of order passed shall be given?

The adjudicating officer shall send a copy of the order passed by him to the-

- concerned company

- officer who is in default and

- Central Government

A copy of order shall also be uploaded on the website.

Ø What powers do adjudicating officer have at the time of hearing?

At the time of hearing the adjudicating officer shall have the following powers:

- To summon and enforce the attendance of any person acquainted with the facts and circumstances of the case;

- To order for evidence or to produce any document, which in the opinion of the adjudicating officer, which may be relevant to the subject matter of the hearing.

Ø If the Officer in default and authorised representative of the company does not attend hearing?

If any person fails, neglects or refuses to appear before the adjudicating officer, the adjudicating officer may pass an order imposing the penalty, in the absence of such person after recording the reasons for doing so. The ex- parte decision can be given.

Ø What should be the quantum of penalty and factors responsible to adjudge the same?

While adjudging quantum of penalty, the adjudicating officer shall have due regard to the following factors, namely:-- The size of Company and nature of business carried on;- The nature of default;- The injury to public interest;- The amount of disproportionate gain or unfair advantage,

wherever quantifiable, made as a result of the default;- The amount of loss caused to an investor or group of investors or

creditors as a result of the default;- The repetitive nature of the default.

Ø What is the minimum amount of penalty imposed?

The minimum amount of penalty imposed on Company is Rs. 1,00,000/- and officer in default is Rs. 50,000/-.

Ø What steps can be taken if a Company or Officer in default is aggrieved by the order of adjudicating officer?

The Company, Officer in Default or Liquidator, as the case may be, if aggrieved by the adjudication order of the Adjudicating Officer, may prefer an appeal before the Regional Director having jurisdiction in the matter.

Ø Which form is required to be filed for Adjudication of penalties?

E-Form ADJ available on MCA website.

Ø What is the manner and time limit for filing of appeal against order of adjudicating officer?

An aggrieved party shall within a period of sixty days from the

NIRC - ICSI Newsletter | May 2019 11

Article

date of receipt of the order of adjudicating officer file an appeal, in Form ADJ intimating the grounds of appeal along with the relief sought and shall be complemented by a certified copy of the order against which the appeal is sought.

Ø How penalty shall be paid?

Penalty shall be paid through MCA portal only.

ØWhere the penalties realized will be kept?

All sums realized by way of penalties under the Act shall be credited to the Consolidated Fund of India under Article 266 of the Constitution of India.

Ø Who can appear before RD on behalf of Company?

Any person having authorization by way of Memorandum of Appearance/ Power of Attorney supported by Board Resolution may appear before RD on behalf of the Company.

Ø Procedure for Appeal before RD?

STEP-1: On the receipt of an appeal, the Regional Director shall endorse the date on such appeal and shall sign such endorsement.

STEP-2: After scrutiny, if, the appeal is found to be in order, it shall be duly registered and given a serial number. If the appeal is not found to be in order or is defective, the RD may direct the appellant to rectify the defects within 14 days following the date of receipt of intimation by the appellant from RD about the nature of the defects, to rectify the defects.

STEP-3: If the appellant fails to rectify the defects within 14 days:

The RD may by order and for reasons to be recorded in writing, decline to register such appeal and communicate his refusal/decision to the appellant within a period of 7 days thereof.

STEP-4: Extension of period of rectification of defects:

RD may, for reasons to be recorded in writing, extend the original time limit of 14 days by a further period of 14 days, if an appellant satisfies to the RD that the appellant has sufficient cause for not rectifying the defects with in the period of 14 days referred to in first proviso of Rule (2) above.

STEP-5: Disposal of Appeal by Regional Director

Upon admission of the appeal, the RD shall seek response from the Adjudicating Officer against whose order the appeal is sought along-with a notice requiring him to file his reply thereon within a period not exceeding 21 days. The RD may, for reasons to be recorded in writing, extend the above period for a further period of 21 days.

STEP-6: Reply of Adjudication officer:

Copy of every reply, application or written representation filed by the AO before the RD shall be forthwith served on the appellant by the AO.

STEP-7: Intimation of Date of Hearing by RD:

The RD shall notify the parties about the date of hearing which shall not be a date earlier than Thirty Days following the date of such notification by the RD for hearing of the appeal.

STEP-8: Hearing by RD:

On the date fixed for hearing the RD may, subject to the reasons to be recorded in writing, pass any order as he thinks fit including an order for adjournment thereof to a future date.

STEP-9: Ex-Parte Hearing

In case the appellant or the adjudicating officer does not appear on the date fixed for hearing, the Regional Director may dispose of the appeal ex-parte.

STEP-10: Restoration of Appeal

Where the appellant appears afterwards and satisfies the RD that there was sufficient cause for his non-appearance, the RD may make an order setting aside the ex-parte order and restore the appeal.

STEP-11: Signing of Order & Communication

Every order passed under this rule shall be signed and dated by the RD. A certified copy of every order passed by the Regional Director shall be communicated to the adjudicating officer and to the appellant forthwith and to the Central Government.

CONCLuSION:

Thus, we may opine that the steps taken by the Central Government through this amendment is not only a welcome step but also increasing the sense and the stakeholders shall definitely help the corporates in ease of doing business.

COMPANY SECRETARIES BENEvOLENT FuNDMEMBERS ENROLLED REGIONWISE AS LIFE MEMBERS OF THE COMPANY SECRETARIES BENEVOLENT FUND DURING THE PERIOD 10/04/2019 TO 27/05/2019

COMPANY SECRETARIES BENEVOLENT FUND

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

DURING THE PERIOD 10/04/2019 TO 27/05/2019

LM NO. NAME MEMB NUMBER CITYREGION

NIRC

13295 MS. RICHA AGARWAL ACS - 46725 DHAMPUR1

13297 MR. GULSHAN KUMAR ACS - 40573 DELHI2

13298 MR. ABHISHEK GUPTA ACS - 57625 DELHI3

13299 MR. KAMESH SHRI SHRI MAL ACS - 56006 BHILWARA4

13300 MS. KOMAL GOYAL ACS - 51388 DELHI5

13303 MR. SACHIN KUMAR ACS - 30598 GHAZIABAD6

13304 MR. PUNEET TANGRI ACS - 27760 CHANDIGARH7

13305 MR. SACHIN KUMAR ACS - 40575 NOIDA8

13309 MS. MAMTA TIWARI ACS - 46444 NEW DELHI9

13313 MR. VIVEK BISARIA ACS - 23639 NEW DELHI10

13317 MR. RAJAT CHADHA ACS - 47188 BAHADURGARH11

13319 MR. ANANT KUMAR SHUKLA ACS - 41441 NEW DELHI12

13322 SH. KISHORE KUMAR DAS ACS - 10400 NEW DELHI13

13325 MS. RAVEENA GUPTA ACS - 57785 KANPUR14

13329 MR. DHEERAJ KUMAR ACS - 45407 DELHI15

13332 MR. KHAMINDER SHARMA ACS - 56475 PATIALA16

13333 MR. SHIVAM RASTOGI ACS - 39199 NOIDA17

13336 SH. MANOJ KUMAR PURBEY FCS - 6063 DELHI18

13338 MR. VIKRAM TALWAR ACS - 55890 SONIPAT19

NIRC - ICSI Newsletter | May 2019 12

LIST OF MEMBERS OF PROFESSIONAL DEvELOPMENT AND PROGRAM CO-ORDINATION COMMITTEE (PDPC) OF NIRC-ICSI FOR THE YEAR 2019S. No. Name Membership Number

(ACS/FCS)1 CS Himanshu Harbola F-93572 CS Sunny Gupta A-470923 CS Aman Arora A-476124 CS Gaurav Kumar A-515035 CS Sachin Mavi A-467736 CS Anu Kadian A-485027 CS Pawan Kumar A-417608 CS Rahul Bhardawaj A-499859 CS Jatin Singhal F-971610 CS Deepanshu Kapoor A-4449211 CS Akash Jaiswal A-4849612 CS Manish Thakur A-5096913 CS Yashasvi Pareek A3922014 CS Shreys Kumar Bhatt A4163415 CS Varun Mehra A47520

List of members of Women Empowerment Committee (WEC) of NIRC-ICSI for the year 2019.

S.No. Name Membership No.1 Monika Kohli F54802 Payal M Puri A160683 Neha Gupta A424434 Anjali Kalra A307345 Divya Bajpai A540546 Shikha Aggarwal F59807 Manju Laur A288448 Pallavi Tripathi A517969 Pallavi Chhabra A46578

10 Sonal Khurana A4892211 Minal Aggarwal A2671012 Richa Rawat A4383113 GEETIKA MONGA A4321814 Anjali Yadav F226815 NEHA TANWAR A51746

7 Rohit Mehta F-7905

8 Ramdev Singh Jetmal F-7766

9 Jogeshwar Mohanty A-23247

10 Mayank Vashisht A-48820

11 Prem Munjal A-35146

12 Nupur Agarwal A-53846

13 Ramesh Singh A-42992

14 Sunil Kumar A-52739

15 Abhimanyu Rajpurohit F-8051

List of Members of Training Educational Facilities Committee (TEFC) for the year 2019

S. No. Name Membership No.1 SURYAKANT GUPTA 92502 PARIDHI GARG 379833 ARCHIT AGGARWAL 309284 MANU GARG 220585 KANCHAL PAL SINGH 320646 AYUSH PIPALWA 560327 AKSHAY PARMANI 486658 ANKIT BHATIA 91759 RUBINA VOHRA 9277

10 ANKIT TYAGI 5171511 NITIN RAWAT 905012 ANKIT SHARMA 2920613 PRATIBHA SABHARWAL 2948414 JAGRITI MEHNDIRATTA 5350615 AKASH GOEL 48800

List of Members of Corporate Law Committee (CLC) of NIRC-ICSI for the year 2019

S.NO NAME OF MEMBER MEMBERSHIP No.

1 GURVINDER SINGH SARIN F4025

2 KHUSHVINDER SINGHAL F3586

3 VAIBHAV GUPTA A46458

4 MOHIT SALUJA F9620

5 BABITA JAIN F3824

6 NAVNEET ARORA F3214

7 ARVINDER SINGH KINDRA F3521

8 SP SINGH CHAWLA A35295

9 MAST RAM F3823

10 SHARIQ MAILK A22293

11 MUKESH SHARMA F2554

12 SUDHIR ANAND F7050

13 PARMINDER SINGH BATHLA F4391

14 SUDHARSHAN SHARMA F4756

15 ASHOK KINRA F2428

List of members of Management Skills Orientation Programme Committee (MSOP) of NIRC-ICSI for the year 2019

S. No. Name Membership No.

1 CS Devender Suhag F9545

2 Vishamber Shokeen F-5702

3 Mihir Kumar Puraiyar F-6055

4 Tejasvi Dixit F-7164

5 Satish Parashar F-9491

6 Jayanti Sharma A-22180

NIRC - ICSI Newsletter | May 2019 13

CSBF

NIRC - ICSI Newsletter | May 2019 14

Compliance Checklist

COMPLIANCE CHECKLISTFROM 01ST juNE, 2019 TO 30TH juNE, 2019

S. No. Activities Sections/Rules/ Clauses, etc.

Acts/Regulations etc. Compliance Due Date To whom to be submitted

GST Compliances

1. For taxpayers with Annual turnover of more than Rs. 1.5 Cr and for taxpayer with the Annual Turnover of upto Rs. 1.5 Cr. who opt for monthly return filing instead of Quarterly return filing for the month of May, 2019 in form GSTR-1

Goods and Services Tax Rules, 2017

GST Act 11th June GST Authority

2. For filing monthly return having summary of inward and outward supplies for the month of May, 2019 in form GSTR-3B

Goods and Services Tax Rules, 2017

GST Act 20th June GST Authority

3. For filing GST Return by Non-resident taxable person for the month of May, 2019 in form GSTR-5

Goods and Services Tax Rules, 2017

GST Act 20th June GST Authority

4. For filing GST Return by Non-resident taxable person for the month of May, 2019 in form GSTR-5A

Goods and Services Tax Rules, 2017

GST Act 20th June GST Authority

5. For filing GST Return by Non-resident taxable person for the month of May, 2019 in form GSTR-9

Goods and Services Tax Rules, 2017

GST Act 30th June GST Authority

6. For filing GST Return by Non-resident taxable person for the month of May, 2019 in form GSTR-9A

Goods and Services Tax Rules, 2017

GST Act 30th June GST Authority

Companies Act, 2013

7. Contractor’s Bill / Advertising / Professional service Bill - TDS collected for the previous month Section 194J (May, 2019)

Section 194CSection 194J

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

8. Monthly payment of TCS (May, 2019)

Section 206 Income-tax Act, 1961 07th June Income Tax Authorities

9. TDS from Salaries for the previous month (May, 2019)

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

10. Deposit TDS from salaries for the previous month in Challan No.281 (May, 2019)

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

11. Advance Tax Payment Section 211 Income tax Act, 1961 15th June Income Tax Authorities

12. Monthly payment of TDS for the Month of May on all types of payments

Section 200 Income-tax Act, 1961 30th June Income Tax Authorities

RBI Related Compliances

13. Reporting of actual transactions of ECB in form ECB-2 within 7 working days (May, 2019)

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

Economic, Industrial & Labour Law Related Compliances

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

(a) Paragraph 38 of Employees Provident Funds Scheme, 1952(b) Section 418 of the Companies Act, 1956

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

15th June Provident Fund Authorities Trustees of Provident Fund

15. File monthly return for employees leaving / joining during the month of May(Form No.5)

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

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

15th June Provident FundCommissioner

NIRC - ICSI Newsletter | May 2019 15

Compliance Checklist

S. No. Activities Sections/Rules/ Clauses, etc.

Acts/Regulations etc. Compliance Due Date To whom to be submitted

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

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

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

Paragraph 10 The Employees Deposit Linked Insurance Scheme,1976 (For exempted establishments under Employees Provident Fund and Misc. Provisions Act, 1952)

15th June Provident FundCommissioner

17. Payment of ESI contribution for the previous month

Regulation 31 Employees’ State Insurance Act, 1948 and Employees State Insurance (Gen.) Regulations, 1950

21st June ESIC Authorities

18. Monthly return of Provident Fund for the previous month (May) Provident funds

Paragraph 38 of Employees’ Provident Act, 1952

Employees Provident Funds and Misc. Scheme, 1952

25th June Provident Fund Authorities

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

Paragraph 36 The Employees' Provident Funds Scheme, 1952

25th June Provident Fund Authorities

Stock Exchange / Listing Compliance

20. Submission of Annual Report to the stock exchange within twenty one working days of it being approved and adopted in the annual general meeting as per the provisions of the Companies Act, 2013.

Clause 34 SEBI(Listing Obligations and Disclosure Requirements) 2015

within twenty one working days of Annual Report being approved and adopted in the Annual General Meeting.

To the concerned Stock Exchange, where the securities of the Entity are listed.

Companies Act, 2013

21. Compliance of E-Form INC-22A- Active Company Tagging Identities and Verification (ACTIVE).

Rule 25A of the Companies (Incorporation) Rules, 2014

Companies Act, 2013 on or before 15.06.2019

Registrar of Companies in whose jurisdiction the registered office of the Company is situated

22. Compliance of E-Form DPT-3 that every company other than Government company shall file a onetime return of outstanding receipt of money or loan by a company but not considered as deposits, from 01st April, 2014 to 31st March, 2019

Sub-rule 3 of Rule 16(A) of the Companies (Acceptance of Deposits) Rules, 2014

Companies Act, 2013 on or before 29.06.2019

Registrar of Companies in whose jurisdiction the registered office of the Company is situated

23. To obtain declaration of Interest from Directors (Form MBP 1).

Section 184 Companies Act, 2013 30th June To the Board of Directors of the Company

24. Intimation by the Directors to the Company (Form DIR 8)

Section 164 Companies Act, 2013 30th June To the Board of Directors of the Company

Note: While every care has been taken in the preparation of this Compliance Check List for the Month of june, 2019, to ensure its accuracy at the time of publication, NIRC – ICSI assumes no responsibility for any errors which despite all precautions, may be found therein. Members are requested to check the latest position with the original sources before acting upon on the information published in this newsletter. Neither this Newsletter nor the information contained herein constitutes a contract or will form the basis of a contract. The material contained in this document does not constitute/ substitute professional advice that may be required before acting on any matter.

NIRC - ICSI Newsletter | May 2019 16

News from the NIRC

S.No Date Program Summary Present1 29/04/2019 to

03/05/20195 Days Entrepreneurship Development Programme

Faculties, Members & Students of ICSI

2 30/04/2019 to 07/05/2019

74th Executive Development Programme (EDP)

Faculties, Members & Students of ICSI

3 01/05/2019 Celebration of International Labour Day

Guest Speakers: Mr. Lallan Singh, Joint Labour Commissioner, Labour Department, Government of NCT of Delhi, CS Saurabh Ahuja & Adv. Anil Bhatt; Present : CS G.S.Sarin, Chairman, other Regional Council Members of NIRC-ICSI, Members and Students of ICSI.

4 03/05/2019 to 04/05/2019

2 Days Induction Program Faculties and Students

5 04/05/2019 Panel Interaction for selection of visiting faculties for various students training programmes at NIRC-ICSI

Panelist: Dr. S P Narang, Former Secretary, ICSI, CS Ashok Kinra and CS H C Dhamija

6 06/05/2019 to 08/05/2019

3 Day E- Governance Program Faculties & Students of ICSI

7 07/05/2019 Valedictory Function of 291st Batch of MSOP

Guest of Honour: CS Vikash Tiwari, CS- MakeMyTrip And CS Rajiv Bajaj, Past Council Member, ICSI; Present: CS G. S. Sarin, Chairman, NIRC-ICSI, CS Suryakant Gupta and CS Himanshu Harbola, Regional Council Members and Students.

8 08/05/2019 Valedictory Function of 292nd Batch of MSOP

Guest of Honour: CS Komal Malik, Senior Manager- Legal & Compliance, Fortis Group Present: CS G. S. Sarin, Chairman, NIRC-ICSI, CS Hitendar Mehta, Council Member, ICSI; CS Suresh Pandey, Vice Chairman, NIRC-ICSI, CS Suryakant Gupta, Regional Council Members and Students.

9 10/05/2019 Professional Development Program (PDP)

Faculty and Students.

10 10/05/2019 to 14/05/2019

Crash Course for CS Executive (Company Law)

Faculty and Students.

11 11/05/2019 Workshop on MSME1, DIR-3, DPT -3, under Companies Act, 2013

Guest Speakers: CS Deepak Sharma, CS Alok Mathur; Present : CS G S. Sarin,Chairman and other Regional Council Members and Members of ICSI.

12 11/05/2019 Blood Donation Camp in Collaboration with Lions Club, New Delhi

Members, Student of ICSI and other volunteers

13 13/05/2019 to 17/05/2019

5 Days Skill Development Programme

Faculty and Students.

14 17/05/2019 Mega Placement Drive at NIRC-ICSI Recruiters and Participants

CS Gurvinder Singh Sarin, Chairman, NIRC-ICSI, CS Vinay Shukla, Chairman, Placement Committee of NIRC-ICSI, Regional Council Members of NIRC-ICSI

15 18/05/2019 Seminar on the theme: Insolvency & Bankruptcy Code- The Road Ahead

Chief Guest: CS M.S.Sahoo, Chairperson, IBBI , Guest Speakers: CS Mamta Binani, Past President, ICSI, CS Deepak Kumar Khaitan, Council Member, ICSI, Panel Chairpersons: Dr. Mamta Suri, Executive Director, IBBI, Mr. I. Sreekara Rao, Chief General Manager, IBBI , Moderators: CS Sukhwinder Singh, Former Council Member, ICSI, CS Vineet Chaudhary, Council Member, ICSI Panellists: Mr. Sumant Batra, President, Insol International (Co-Chairperson), CS Satwinder Singh, Former Council Member, ICSI (Moderator), Mr. Alok Dhir, Founder, Dhir & Dhir, Mr. Manoj Anand, IP, CA J.K. Grover, IP, Mr. Rohit Jain, Tax Partner, Vaish Associates, Mr. Shariq Malik,VP, ACRE, Mr. Sajeve Deora,IP, Mr. Anil Goel, IP, Ms. Pooja Bahry, IP, CS Laxmi Arun, Joint Director, Head- Education & Training, ICSI IIP, Present : CS Hitender Mehta, Council Member, ICSI , CS NPS Chawla, Council Member, ICSI, CS Gurvinder Singh Sarin, Chairman, NIRC-ICSI, CS Suresh Pandey, Vice-Chairman, NIRC-ICSI, CS Himanshu Harbola, CS Surya Kant Gupta, CS Devender Suhag, Regional Council Members, Members & Students of ICSI, and other professionals.

16 20/05/2019 to 24/05/2019

5 Days Entrepreneurship Development Programme

Faculties and Students

17 24/05/2019 Valedictory Function of 292nd Batch of MSOP

Guest of Honour: CS Priti Chaturvedi, CS-Power Systems operation Corp. Ltd. Present: CS Suresh Pandey, Vice Chairman, NIRC-ICSI, CS Vimal Gupta, Secretary, NIRC-ICSI, CS Devender Suhag, CS Suryakant Gupta and CS Himanshu Harbola, Regional Council Members and Students.

18 24 /5/2019 Workshop at NIRC for Members on study and preparation of the Case, the art of pleadings, Manners of citing cases, how to argue a case in NCLT, Apeal in NCLAT, Court Manners, Mention the Campus Placement Drive

Speaker : CS Susshil Daga, Treasurer, NIRC-ICSI

Present: CS Suresh Pandey, Vice-Chairman, NIRC-ICSI, CS Vimal Gupta, Secretary, NIRC-ICSI, CS Devender Suhag, CS Himanshu Harbola, CS Surya Kant Gupta, Regional Council Members, NIRC-ICSI, Members of ICSI

NEWS FROM THE NIRC

NIRC - ICSI Newsletter | May 2019 17

NEWS FROM CHAPTERSThe Chapters of NIRC-ICSI organised the following programs:

Chapter DATE NAME OF ACTIvITES CHIEF GuEST/SPEAKER PRESENTKota 18/05/2019 Half Day Seminar on Recent Amendments on

Companies ActCS Dhananjay Shukla Members and Students

Jaipur 4/May/19 Interactive Session on Form DPT-3 & MSME-1 CA Sandeep Jain Managing Committee and Members

25/May/19 Awareness Program on IBC-2016 Shri I. Sreekara Rao,Chief General Manager - IBBICS Shyam Agrawal ,Past President, The ICSICMA Sanjay GuptaPast President, the ICAI (Cost)

Managing Committee and Members

Agra 5/12/2019 Full Day Workshop Guest & Speaker - CS Suresh Pandey, Vice-Chairman, NIRC of ICSI

Members and Students

Guest & Speaker - CS Amit Gupta, Regional Council Member, NIRC of ICSI

Bikaner Study Session - "LIVE - WEBINAR" on DPT – 3 and MSME - 1

CS Divesh Goyal (Practicing Company Secretary in Delhi)

Bareilly 02/05/2019 Career Awareness Programme Chairperson & office In-charge 21 Students14/05/2019 Career Awareness Programme Managing Committee Member & Office In-

charge 21 Students

21/05/2019 Study Session CS (Dr.) Ajay Khandelwal 12 MembersModinagar 26/05/2019 studay circle meeting Mr. Sushil Kr Antal 09 NINE

10to 12am Mr. Sivam SinghalGurgaon 17/05/2019 Study Circle Meeting Speaker: CS Sumit Pahwa Members Present: 18

29/05/2019 Study Circle Meeting Speaker: CA Mohit Singhal ProposedLudhiana 03/05/2019 Study Session Meeting - 45 (Members)Jodhpur 25/05/2019 Mega Campus Placement Program NIL More than 10 Companies

& Firms26/05/2019 Participation in "Professional's Tournament" for

Chess & Carrom.NIL Taxation Bar Association,

ICAI, CMA & ICSI Institute.Udaipur 22/05/2019 Study Circle Meeting on CS Bhavesh Agal 70 Members & Students

Form DPT-3 and MSME-1 Company Secretary - AhmedabadGhaziabad 11-05-2019 Half Day Seminar on “Recent Amendments in SEBI

LODR” & “Interactive Discussion on MSME and DPT 3 Forms”

CS Anjali Aggarwal Members = 28Students = 04

18/05/2019 Full Day Seminar/PDP on “Interactive Session on Appearances before Tribunals”

Mr. Arun Sethi Members = 03Students =04

Chandigarh 06/05/2019 Valedictory Session of Professional Skill Development Programme.(06.05.2019)

Chief Guest:CS G.S.Sarin, Chairman,NIRC of ICSI

9 students

06/05/2019 Study Circle Meeting on “Practical Aspects Involved in Form DPT-3,MSME-1, ACTIVE (INC-22A)(06.05.19)

SPEAKER:CS Divesh GoyalGoyal Divesh & AssociatesPractising Company Secretaries.

59 Members

25/05/2019 Training Programme for Peer Reviewers Speakers:1.CS Rahul Jogi2.CS Vishal Arora3.CS Vishawjeet Gupta4.CS K.V.Singhal

12 Members

29/05/2019 Work on FDI Regulatons for Reporting & Compunding Jointly by Reserve Bank of India, ICSI & ICAI

Chief Guest: Smt. Rachna Dikshit, Regional Director, RBI Speakers:1. Sh.Parveen Kumar, Manager,RBI(FED),

Chd. 2. Ms.Monika Pahadekar, Manager, FED,

Central Office,RBI, Mumbai. 3. Sh.Vikramjit S.Randhawa, AGM, RBI(FED),

Chd.

125 Participants

News from Chapters

NIRC - ICSI Newsletter | May 2019 18

Corporate Membership

NORTHERNINDIAREGIONALCOUNCIL

Sub. : Corporate Membership of NIRC-ICSI for the year 2019-20The Corporate Membership Scheme of NIRC of ICSI is open for the Financial Year 2019-20

(April'19 to March' 2020). Anyone becoming a member under the Scheme shall be entitled to the following benets:

Corporate Membership Scheme of NIRC-ICSI

Option-I (Delhi) Option-II (Delhi & Chapters)

v To attend free of charge all the programs organized for the Corporate Members by NIRC at Delhi during the nancial year 2019-20. Minimum one full day Seminar shall be organized by NIRC at Delhi, every month, for the Corporate Members.

v To attend other programs (including state conferences, residential programs) organized by NIRC during the nancial year 2019-20 at concessional fees or free of charge, as decided from time to time.

v To attend New Year Celebration along with Dinner.

v At least 24 hours, advance conrmation for attending the program is required as per announcement of the program.

v The Companies, organizations, who are the Corporate member may depute only its employee for attending the programs, with the authorization on its letter head, certifying that the nominated person is its employee.

v The individual members/PCS, who is a Corporate member may depute only his partner, employee from his/her Firm with the authorization on letter head, certifying that the nominated person is his/her partner or employee.

v Credit hours will be given to only those members who joins the program within one hour from the scheduled start time.

v PDP hours will be given to only those students who pay the participation fee.

v To attend free of charge all the programs organized for the Corporate Members by NIRC at Delhi during the nancial year 2019-20. Minimum one full day Seminar shall be organized by NIRC at Delhi, every month, for the Corporate Members.

v To attend other programs (including state conferences, residential programs) organized by NIRC during the nancial year 2019-20 at concessional fees or free of charge, as decided from time to time.

v To attend free of charge the Programs organized by participating Chapters at any location throughout Northern Region as approved by NIRC during the nancial year 2019-20.

v To attend New Year Celebration along with Dinner.

v At least 24 hours, advance conrmation for attending the program is required as per announcement of the program.

v The member may depute any other ofcer only from his/her organization with the authorization on letter head of the Company, certifying that the nominated person is from his/her organization for all the programs to be held in Delhi (Not applicable for programs organised by the participating chapters).

v The individual member/PCS may depute only his partner, employee from his/her Firm with the authorization on letter head, certifying that the nominated person is from his/her Firm for all the programs to be held in Delhi (Not applicable for programs organised by the participating chapters).

v Credit hours will be given to only those members who joins the program within one hour from the scheduled start time.

v PDP hours will be given to only those students who pay the participation fee.

NIRC - ICSI Newsletter | May 2019 19

Corporate Membership

The fee structure for the Corporate Membership for Financial Year 2019-20

Option-I (Delhi)

(The above all amounts are inclusive of GST)(GSTIN 07AAATT1103F1Z2) (PAN NO. AAATT1103F)

Option-II (Delhi & Chapters)

Option Mode Remarks

1 By Cash At NIRC Building, 4 Prasad Nagar Institutional Area, New Delhi on all working days from 10 AM to 4 PM

2 NEFT Transfer To NIRC- ICSI Saving Bank Account No. SB- 90062010039267 Syndicate Bank, East Patel Nagar, New Delhi – 110008, RTGS/ NEFT IFSC – SYNB0009006

3 Paytm Payment The fee may also be paid through Paytm through the following link m.p-y.tm/icsineww

4 By DD In favour of “NIRC of the ICSI” and sent to Regional Director, NIRC of ICSI, 4, Prasad Nagar Institutional Area , New Delhi-110005.

5 By Cheque In favour of “NIRC of the ICSI” and sent to Regional Director, NIRC of ICSI, 4, Prasad Nagar Institutional Area , New Delhi-110005.

Note: This is requested that after releasing the payment please complete the form by clicking on the below mentioned link. The relevant information is being requested to enable to update the records and also to issue new corporate membership number of NIRC-ICSI.

https://docs.google.com/forms/d/16IiU-agx1QFGzZIHKmR9bR1sl2gErX6T1oI9PHCv8zA/edit (please open in google crome)

For any assistance and help please write to or call on 011-49343021.niro@icsi.edu The enrolment form is given in the attached le for the necessary use at your end.

With best wishes,Yours sincerely,

CS GURVINDER SINGH SARINChairman, NIRC- ICSI Mobile: 9814685649Email: chairman.nirc@icsi.edu

I request you to kindly enrol for Corporate Membership for the year 2019-20 on any of given options.The payment for Corporate Membership can be made through following options:

For Members For Members

For PCS For PCS

For Non Members For Non Members

For Senior Citizens For Senior Citizens

Rs. 11,000 Rs. 14,000

Rs. 10,400 Rs. 13,400

Rs. 12,100 Rs. 15,100

Rs. 9,300

Note: 5% discount for sponsoring company/rm/organisation for one-time full payment for 3 or more corporate members from the same company/rm/organisation only.

Rs. 12,300

Particulars ParticularsAmount Amount

NIRC - ICSI Newsletter | May 2019 20

Corporate Membership

NORTHERNINDIAREGIONALCOUNCIL

ANNUAL SPONSORSHIP SCHEME – 2019FOR NIRC PROGRAMS

As you are kindly aware that the NIRC conducts more than 100 professional development programs/study groups/workshops for members and about 100 training programs for students in a year. Majority of the programs for members are conducted in good hotels/auditoriums with aendance of around 400 members in professional development programs & more than 100 in others. In most of the programs organized by NIRC, very nominal parcipaon fee is charged from the members, therefore, in order to partly bear the cost involved in organizing the programs, NIRC has come out with an Annual Sponsorship Scheme – 2019. The details and the benefits of the scheme are placed below. The Members are requested to kindly consider the above scheme and partly sponsor the NIRC programs for the year 2019.The cheque / demand dra� towards sponsorship amount may please be drawn in favor of “NIRC-ICSI” payable at New Delhi.This gesture on the one hand will encourage the Regional Council in holding further Professional Development Programs and on the other hand will give mileage to your organizaon.NIRC-ICSI eagerly waits for favorable response from the members. For any clarificaon regarding the Annual Sponsorship Scheme, please feel free to revert to Chairman, NIRC at niro@icsi.edu.

Principle Sponsor – Rs.5,00,000/- annually· Logo display at full day Program Backdrop (12 Programs)· Logo at the backdrop of study Circle Meengs organized for PCS, workshops organized

by NIRC, Study Groups meengs organized by NIRC.· Logo display on backdrop of the full day program of all State Conference / Regional

Conference / Regional PCS Conference as may be organized by NIRC (6 Programs)· Display at full day Program, Standees / Banners at all State Conference / Regional

Conference / Regional PCS Conference as may be organized by NIRC. (6 Programs)· Stall at the venue of full day Program (6 Programs)· Speaking slot (max. half an hour) to any speaker from the sponsoring organizaon or

any other speaker authorized by such organizaon subject to confirmaon by Chairman NIRC-ICSI (2 Programs)

· Delegate fee exempon for 03 delegates in the whole day seminar organized by NIRC.· Display of logo at E-mails which will be circular to all Members (around 21000

members) of the NIRC of ICSI and other professionals.

NIRC - ICSI Newsletter | May 2019 21

Planum Sponsor – Rs. 3,00,000/- annually· Logo display at Program Backdrop (8 Programs)

· Logo display on backdrop of the full day program of all State Conference / Regional Conference/Regional PCS conference as may be organized by NIRC. (4 Programs)

· Display at full day Program, Standees / Banners at all State Conference / Regional Conference/Regional PCS Conference as may be organized by NIRC. (4 Programs)

· Stall at the venue(5 Programs)

· Delegate fee exempon for 02 delegates in all the whole day seminars organized by NIRC

· Display of logo at E-Mails which will be sent to all Members of the ICSI and other Professional.

· Distribuon of pamphlet/handouts of the sponsoring organizaon to the delegates, if such pamphlets are provided by the sponsoring organizaon. (5 Programs)

· Name / logo of sponsoring organizaon will be published in the announcement of the program in NIRC Newsleer.

· One full page adversement in NIRC Newsleer.(2 Colour & 1 Black & white)

· Special acknowledgement at the programs organized by NIRC.

· Special acknowledgement for MD & CS at the Annual General Meeng of NIRC of ICSI.

Gold Sponsor – Rs. 2,00,000/- annually· Logo display at Program Backdrop(5 Programs)

· Logo display on backdrop of the full day program of all State Conference / Regional Conference / Regional PCS Conference as may be organized by NIRC.(2 Programs)

· Display at full day Program standees / Banners at all State Conference / Regional Conference / Regional PCS Conference as may be organized by NIRC (2 Programs)

· Stall at the venue (4 programs)

· Delegate fee exempon for 01 delegate in all the whole day seminars organized by NIRC.

· Distribuon of pamphlet/handouts of the sponsoring organizaon to the delegates, if such pamphlets are provided by the sponsoring organizaon.(4 Programs)

· One full page adversement in NIRC Newsleer.(1 Colour & 1 Black & White)

· Special acknowledgement at the programs organized by NIRC.

· Special acknowledgement for MD & CS at the Annual General Meeng of NIRC-ICSI.

· Distribuon of pamphlet / handouts of the sponsoring organizaon to the delegates, if such pamphlets are provided by the sponsoring organizaon.(6 Programs)

· Name / logo of sponsoring organizaon will be Published in the announcement of the program in NIRC Newsleer.

· One full page adversement in NIRC Newsleer. (3 Colour & 2 Black & white)· Special acknowledgement at the programs organized by NIRC.· Recognizing the MD & CS of the organizaon at our annual general meeng.

NIRC - ICSI Newsletter | May 2019 22

Web casng Sponsor of program – Rs. 2,00,000/- annually (6 Programs)

· Logo display on the screen in all the chapters of NIRC-ICSI during the web casng of the programs.

· Logo display at Program Backdrop (6 Programs)· Stall at the venue (3 Programs)· Distribuon of pamphlet / handouts of the sponsoring organizaon to the

delegates, if such pamphlets are provided by the sponsoring organizaon.(3 Programs)

· One full page adversement in NIRC Newsleer. (1 colour & 1 Black & white)· Special acknowledgement at the programs organized by NIRC.· Special acknowledgement for MD & CS at the Annual General Meeng of NIRC

of ICSI.

Sponsorship for Single Program – Rs. 50,000/-· Logo display at Program Backdrop(1 Programs)

· Stall at the Venue(1 Program)

· Distribuon of pamphlets / handouts of the sponsoring organizaon to the delegates, if such pamphlets are provided by the sponsoring organizaon.(1 Programs)

· Special acknowledgement at the programs organized by NIRC.

Sliver Sponsor – Rs. 1,00,000/- annually· Logo display at Program Backdrop on alternate month (3 Programs)

· Stall at the venue (3 Programs)

· Distribuon of pamphlets/ handouts of the sponsoring organizaon to the delegates, if such pamphlets are provided by the sponsoring organizaon.(3 Programs)

· One full page adversement in NIRC Newsleer. (1 Black & White)

· Special acknowledgement at the programs organized by NIRC.

With Regards

CS SURESH PANDEYVice Chairman NIRC- ICSI

Mobile: 9968300649

CS G.S. SARINCHAIRMAN, NIRC- ICSIMobile: 9814685649

CS VIMAL GUPTASecretary NIRC-ICSIMob. 9983324282

CS SUSSHIL DAGATreasurer NIRC-ICSI

Mob. 982968999

NIRC - ICSI Newsletter | May 2019 23

Images

Blood Donation Camp organised at NIRC-ICSI on 11.05.2019

Awarding of " ICSI Signature Award Gold Medal" to the topper of B.Com of Panjab University, Chandigarh

International Labour Day 01.05.2019 Workshop at NIRC on 24.05.2019

Inaugural of 292nd MSOP at NIRC

IBC- The Road Ahead held on 18.05.2019 at Hotel Shangri La Eros, New Delhi

Discussion of Filling & Filing of MSME I, DPT-3, DIR-3 KYC under Companies Act, 2013

Launch of Guidance Note on Board Report during Seminar on 18.05.2019 at Hotel Shangri La Eros, New Delhi

Workshop on MSME1, DIR-3, DPT -3, under Companies Act, 2013

291st MSOP Valedictory

Mega Placement Drive at NIRC ICSI Participants

Workshop at NIRC for Members 24.05.2019

Valedictory Function of 292nd MSOP