CS News - February 2018 - J Sundharesan

CS NEWS – INSIDE THIS EDITION

J Sundharesan & Associates Governance & Compliance Advisors

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

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

www.jsundharesan.com

2018 – “Year of Ethics”. To Preach or Practice Initiative by J Sundharesan

C S N E W S C o n n e c t i n g

S t a t u t e s

2018

J SUNDHARESAN & ASSOCIATES CS NEWS – FEBRUARY 2018

“Governance rises in the West; sets in the East.”

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TOPICS PAGE NO.

Condonation of Delay Scheme, 2018 – Disqualified Directors

3-4

Heads Up on events that led to Heads Turn in January 2017

5-11

Corporate Development Judicial –

� A.P. State financial corporation v. Official Liquidator [SC]

12

From the Government –

� The Companies (Amendment) Act, 2017

� Disclosure of holding of specified securities and holding of

specified securities in dematerialized form

13

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Save our Earth –

� Bath mat made of living moss

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Updates –

� MCA Updates

� RBI Updates

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CONDONATION OF DELAY SCHEME, 2018 – DISQUALIFIED DIRECTORS

Companies registered under the Companies Act, 2013 (or its predecessor Act) are inter-alia

required to file their Annual Financial statements and Annual Returns with the Registrar of

Companies and non-filing of such reports is an offence under the said Act.

Whereas, section 164(2) of the Act read with section 167 of the Companies Act, 2013, which

provisions were commenced with effect from 01.04.2014, provide for disqualification of a

director on account of default by a company in filing an annual return or a financial statement for

a continuous period of three years.

Whereas, Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014

further prescribes that every director shall inform to the company concerned about his

disqualification, if any, under section 164(2), in form DIR-8. Whereas, consequent upon

notification of provisions of section 164(2), Ministry of Corporate Affairs (MCA) had launched a

Company Law Settlement Scheme 2014 providing an opportunity to the defaulting companies to

clear their defaults within the time period specified therein and following the due process as

notified.

Whereas, MCA in September 2017, identified 3,09,614 directors associated with the companies

that had failed to file financial statements or annual returns in the MCA 21 online registry for a

continuous period of three financial years 2013-14 to 2015-16 in terms of provisions of section

164(2) r/w 167(1)(a) of the Act and they were barred from accessing the online registry and a

list of such directors was published on the website of MCA.

Whereas, as a result of above action, there have been a spate of representations from industry,

defaulting companies and their directors seeking an opportunity for the defaulting companies to

become compliant and normalize operations. Whereas, certain affected persons have also filed

writ petitions before various High Courts seeking relief from the disqualification. Whereas, with a

view to giving an opportunity for the noncompliant, defaulting companies to rectify the default, in

exercise of its powers conferred under sections 403, 459 and 460 of the Companies Act, 2013,

the Central Government has decided to introduce a Scheme namely “Condonation of Delay

Scheme 2018” [CODS-2018].

Applicability: - This scheme is applicable to all defaulting companies (other than the companies

which have been stuck off/whose names have been removed from the register of companies

under section 248(5) of the Act). A defaulting company is permitted to file its overdue

documents, which were due for filing till 30.06.2017 in accordance with the provisions of this

Scheme.

Procedure to be followed for the purposes of the scheme: -

(1) In the case of defaulting companies whose names have not been removed from register of

companies-

i) The DINs of the concerned disqualified directors deactivated at present, shall be temporarily

activated during the validity of the scheme to enable them to file the overdue documents.



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ii) The defaulting company shall file the overdue documents in the respective prescribed e-forms

paying the statutory filing fee and additional fee payable as per section 403 of the Act read

with Companies (Registration Offices and fee) Rules, 2014 for filing these overdue

documents.

iii) The defaulting company after filing documents under this scheme, shall seek condonation of

delay by filing form e-CODS attached to this scheme online on the MCA21 portal. The fee for

filing application e- form CODS is Rs. 30,000/- (Rs. Thirty Thousand only).

iv) The DINs of the Directors associated with the defaulting companies that have not filed their

overdue documents and the e-form CODS, and these are not taken on record in the MCA21

registry and are still found to be disqualified on the conclusion of the scheme in terms of

section 164(2)(a) r/w 167(1)(a) of the Act shall be liable to be deactivated on expiry of the

scheme period.

v) ln the event of defaulting companies whose names have been removed from the register of

companies under section 248 of the Act and which have filed applications for revival under

section 252 of the Act up to the date of this scheme, the Director’s DIN shall be re-activated

only NCLT order of revival subject to the company having filing of all overdue documents.

5. Scheme not to apply for certain documents- This scheme shall not apply to the filing of

documents other than the following overdue documents:

i) Form Number 20B/MGT-7- Form for filing Annual return by a company having share capital.

ii) Form 21A/ MGT-7- Particulars of Annual return for the company not having share capital.

iii) Form 23AC, 23ACA, 23AC-X BRL, 23ACA-XBRL, AOC-4, AOC-4(CFS), AOC (XBRL) and

AOC-4(non-XBRL) - Forms for filing Balance Sheet/Financial Statement and profit and loss

account.

iv) Form 66 - Form for submission of Compliance Certificate with the Registrar.

v) Form 23B/ ADT-1- Form for intimation for Appointment of Auditors. The Registrar concerned

shall withdraw the prosecution(s) pending if any before the concerned Court(s) for all

documents filed under the scheme. However, this scheme is without prejudice to action

under section 167(2) of the Act or civil and criminal liabilities, if any, of such disqualified

directors during the period they remained disqualified.

7. At the conclusion of the Scheme, the Registrar shall take all necessary actions under the

Companies Act, 1956/2013 against the companies who have not availed themselves of this

Scheme and continue to be in default in filing the overdue documents.

8. The e-Form CODS 2018 would be available from 20.02.2018 or an alternate date, which will

be intimated by the ministry on www.mca.gov.in. The stakeholder should complete the

necessary procedural requirements and file overdue documents without waiting for the

availability of the e-CODS form.



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

Coal scam: HC stays sentence, Rs. 25 lakhs fine on Madhu Koda

The Delhi High Court on Tuesday stayed a trial court order awarding three-year jail term to

former Jharkhand Chief Minister Madhu Koda in a coal scam case till January 22, by when it

has also sought response of the CBI on his appeal challenging the conviction and sentence.

Justice Anu Malhotra also stayed the order imposing a fine of 25 lakh on Koda, who was

present in the court, and granted him interim bail till the next date of hearing this month with a

direction that he will not leave the country. The order came on Koda’s plea seeking suspension

of sentence and regular bail till pendency of his appeal before the high court. Koda, who was

held guilty of corruption and conspiracy in allocation of a Jharkhand-based coal block to

Kolkata-based company Vini Iron and Steel Udyog Ltd (VISUL), also challenged the December

13 and 16, 2017 orders of conviction and sentence respectively, which was admitted by the

High Court. The former Chief Minister was granted bail by a trial court till January 18. In his

appeal, Koda said the trial court order holding him guilty was bad in law. The appeal and stay on

the fine was opposed by CBI counsel Tarannum Cheema. The agency, however, did not

oppose interim bail granted to Koda till January 22.

Source:http://www.thehindubusinessline.com/companies/coal-scam-hc-stays-sentence-25-lakh-

fine-on-madhu-koda/article10008370.ece

Delhi court declines to restrain CPRL from using McDonald’s brand name

The Delhi High Court today declined to pass an interim order restraining Connaught Plaza

Restaurants Pvt Ltd (CPRL), a McDonald’s franchisee, from selling products under the name of

the US fastfood chain. The court was hearing a petition filed by McDonald’s India seeking an

injunction, to restrain CPRL from using McDonald’s trademark and intellectual property. This

statement came after the Delhi High Court on Thursday granted permission to a representative

of McDonald’s India to collect samples of packaging material and food products from some of

the restaurants being run by CPRL. McDonald’s estranged Indian partner Vikram Bakshi said

that all packaging material and food products sold at restaurants being run by CPRL are

compliant with the laws that govern the restaurant industry. CPRL is a 50: 50 joint venture

between McDonald’s India and Bakshi and the two partners have been embroiled in a legal

tussle. Reacting to the development, Bakshi said in a statement, “Our products and the

packaging material is available to any customer across the counter. So where was the need to

go to the Delhi High Court to get this packaging material? In fact, the counsel for CPRL, Akhil

Sibal, pointed out to the court, that such duly packaged product is available to customers on

buying a product.” He said that all the food products are being supplied by food processing

companies, which are HACCP-certified, FSSAI registered, and are compliant with every law that

applies to their industry and adhere to the best quality/industry standards. Meanwhile,

McDonald’s India said:



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“The suit to enforce the termination of our franchise agreements with CPRL is sub-judice before

the Delhi High Court. We have no additional comments to share outside of the court.”

Source:http://www.thehindubusinessline.com/companies/delhi-court-declines-to-restrain-cprl-

from-using-mcdonalds-brand-name/article10027017.ece

ED arrests former Andhra Bank director in Sterling Biotech loan fraud case

A former Director of Andhra Bank has been arrested by the Enforcement Directorate (ED) in

connection with its money laundering probe in the alleged Rs. 5,000-crore bank fraud case

involving a Gujarat-based pharma firm, official sources said today. They said Anup Prakash

Garg was arrested by the agency late last evening. This is the second arrest in the case after

the agency in November last year held Delhi-based businessman Gagan Dhawan from here.

Garg has been arrested under the Prevention of Money Laundering Act (PMLA) and is expected

to be prodcted before a special court. Garg has been named as an accused in the case by the

ED and the CBI. The ED registered a money laundering case in this instance ater taking

cognisance of an earlier CBI FIR. The agency said it found during probe that “certain entries” in

a diary seized by the Income Tax Department in 2011 showed various cash payments

amounting to Rs. 1.52 crore made to one “Mr. Garg, Director, Andhra Bank” between 2008-

2009 by the Sandesara brothers. It said “various cash payments were made to Garg, as

reflected in the said entries, on the instructions of Sandesara brothers, by withdrawing cash

from the bank accounts of several benami companies of the Sandesara brothers“. The ED had

alleged that Garg had infused several crores of his unaccounted cash in various companies

through many Kolkata based bogus shell companies with the help of cash/cheque entry

operators in Kolkata to launder the proceeds of crime obtained by him from the Sandesaras.

The CBI had booked Sterling Biotech, its directors Chetan Jayantilal Sandesara, Dipti Chetan

Sandesara, Rajbhushan Omprakash Dixit, Nitin Jayantilal Sandesara and Vilas Joshi, chartered

accountant Hemant Hathi, Garg and some unidentified persons in connection with the alleged

bank fraud case. It had alleged that the company had taken loans of over Rs. 5,000 crore from a

consortium led by Andhra Bank which had turned into non-performing assets. The FIR had also

alleged that the total pending dues of the group companies were Rs. 5,383 crore as on

December 31, 2016.

Source:http://www.thehindubusinessline.com/companies/ed-arrests-former-andhra-bank-

director-in-sterling-biotech-loan-fraud-case/article10031139.ece

IBBI bars insolvency professionals from outsourcing their responsibilities

The Insolvency and Bankruptcy Board of India (IBBI), tasked with providing the framework for

loan-recovery proceedings in the country's stretched banking system, has highlighted

operational loopholes that may prevent resolution professionals from meeting strict deadlines on

viable revival plans. Insolvency professionals (IP), who have the most crucial role in helping



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recover potentially Rs 10 lakh crore now stuck in bad debt and non-performing assets, will now

be barred from outsourcing their responsibilities. They must also be compliant with other related

laws, IBBI said late Wednesday. "It is hereby directed that an insolvency resolution professional

shall not outsource any of his duties and responsibilities under the Code," IBBI said in one of its

circulars. "He shall not require any certificate from another person certifying the eligibility of a

resolution applicant."

In the past few weeks, select IPs issued advertisements for Expressions of Interest with a

clause that requires a resolution applicant or an interested entity to obtain an official stamp from

a chartered accountant, certifying its eligibility. Some IPs reportedly told prospective resolution

applicants to submit a certificate from another person to the effect that they are eligible to be

resolution applicants, IBBI said. It has also asked insolvency professionals to comply with other

laws applicable to the entities they administer. A listed corporate entity undergoing the

resolution process must also comply with every provision of the Securities and Exchange Board

of India, for instance. "It is also clarified that the insolvency professional will be responsible for

the non-compliance of the provisions of the applicable laws if it is on account of his conduct,"

IBBI said.

Source:https://economictimes.indiatimes.com/industry/banking/finance/banking/ibbi-bars-

insolvency-professionals-from-outsourcing-their-responsibilities/articleshow/62356959.cms

Price Waterhouse gets 2-year ban in Satyam case

India's capital market regulator has banned global auditing firm Price Waterhouse (PW) from

auditing listed companies in India for two years for its alleged role of collusion with the directors

and employees of erstwhile Satyam Computer Services in perpetrating the country's biggest

corporate accounting scandal. "Entities/firms practicing as chartered accountants in India under

the brand and banner of PW, shall not directly or indirectly issue any certificate of audit of listed

companies, compliance of obligations of listed companies and intermediaries registered with

Sebi for a period of two years," Sebi wholetime member G Mahalingam said in a late night

order on Wednesday. "Any enforcement measure taken by Sebi with a preventive and remedial

object, as envisaged under Section 11B of the Sebi Act, would not serve the purpose unless the

directions bring within its fold the PW network operating in India. The objective of insulating the

securities market from such fraudulent accounting practices perpetrated by an international firm

of repute will be ineffective if the directions do not bring within its sweep the brand name PW,"

Sebi said. "The network structure of operation adopted by the international accounting firm

should not be used as a shield to avoid legal implications arising out of the certifications issued

under the brand name of the network." The regulator has banned former Price Waterhouse

partners S Gopalakrishnan and Srinivas Talluri, who had signed off on the accounts of Satyam

for eight years till the accounting fraud came to light in January 2009, from auditing listed

companies for three years. PW Bangalore, Gopalakrishnan and Talluri have been directed to

disgorge wrongful gains of Rs 13.09 crore with an interest of 12% per annum from January 7,

2009, till the date of payment. Sebi said PW firms benefited from the relationship with Satyam



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Computers by having collectively received a fee of Rs 23.31 core during 2000-08. Of this, Rs

13.09 crore was paid to PW Bangalore for Satyam's audit. "Listed companies and

intermediaries registered with Sebi shall not engage any firm forming part of the PW network for

issuing any certificate with respect to compliance of statutory obligations which Sebi is

competent to administer and enforce, under various laws for a period of two years," Sebi said in

its 108-page order. Sebi said the order would come into force with immediate effect. However,

to remove operational difficulties, the order will not impact audit assignments relating to FY18

undertaken by firms forming a part of the PW network. "As laid down by the Hon'ble Supreme

Court, it is incumbent on Sebi to take stern view of market abuse and fraudulent practices,

particularly when persons tasked with protecting the interest of investors are themselves hand-

in-glove with the main perpetrators of the fraud," Sebi said.

Price Waterhouse said it was disappointed. "We are disappointed with the findings of the Sebi

investigations and the adjudication order. The Sebi order relates to a fraud that took place

nearly a decade ago in which we played no part and had no knowledge of. As we have said

since 2009, there has been no intentional wrongdoing by PW firms in the unprecedented

management-perpetrated fraud at Satyam, nor have we seen any material evidence to the

contrary. We believe that the order is also not in line with the directions of the Hon'ble Bombay

High Court order of 2010 and so we are confident of getting a stay before this order becomes

effective," the firm said. "We have however learnt the lessons of Satyam and invested heavily

over the last nine years in building a robust and high-quality audit practice, as also confirmed in

2015 by an independent monitor appointed by the US SEC (Securities and Exchange

Commission) and PCAOB (Public Company Accounting Oversight Board)," Price Waterhouse

added. The case relates to the Satyam scandal, where the promoter and chairman B Ramalinga

Raju fudged the accounts by Rs 9,000 crore. On January 7, 2009, Raju confessed the

largescale financial manipulation in the books of Satyam. Following this, Sebi initiated an

investigation and found that certain directors and employees of Satyam had connived and

collaborated in the overstatement, fabrication and misrepresentation in the book of accounts

and financial statements of the company. The investigation also noted that the statutory auditors

of Satyam had connived with the directors and employees in falsifying the financial

statements. "A common investor's reliance on the audit certifications of Satyam Computer at the

relevant point of time was dependent on the fact that it was attested by one of the internationally

reputed firms called PW. The public had no reason to believe that the audit reports were false

and misleading. In this context, the long period during which the falsification of account books

took place, without the same drawing the attention of PWCIL or other PW entities in India,

points to a systemic problem in the audit processes carried out by the PW entities," Sebi said.

Source:https://economictimes.indiatimes.com/industry/services/consultancy-/-audit/price-

waterhouse-gets-2-year-ban-in-satyam-case/articleshow/62452514.cms



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NCLT orders shutting NRE Coke but with a twist!

National Company Law Tribunal's Kolkata chapter has ordered liquidation of Gujarat NRE

CokeBSE -3.40 %, a company that failed to resolve the Rs. 4,900 crore default case. But, there

is twist! For the first time under Insolvency and Bankruptcy Code, the dedicated bankruptcy

court has mandated to liquidate the company as an "on-going concern", which is aimed at

protecting about 10,000 people from unemployment or joblessness. "It is further state that by

closing the company and by discharging 1,178 employees, their families, numerous small

vendors, suppliers, contractors, job workers and transporters of the company totalling about

10,000 people will also be affected," Jinan K R and V P Singh said in their order at NC LT

Kolkata. "A going concern" or "a slump sale of the assets" enables the sale of business of the

company including all its assets and properties. The business of the company is continued

during the liquidation process by the liquidator. The court has appointed Sumit Binani, the

resolution professional as the official liquidator. The court has granted three-months to complete

this process, failing which it will be liquidated through normal procedure leading to job

losses. The reserve price shall be equal to the total debt amount including interest, the court

said. Under normal liquidation process, the company operation is shut first and then assets are

sold to realise value. Slum sale of assets is expected fetch higher value realisation.

The stipulated period of 270 days to hammer out a resolution plan was over on January 1 this

year. The company did not receive any binding bid that could have led to a successful revival

plan barring a few entities expressing interest. Later, company employees submitted a

resolution plan last day, which the committee of creditors could not consider. The employees

later argued at the court requesting liquidation order as "a going concern". They cited improving

financial health of the company that reported profits last few months of the last year.

Source:https://economictimes.indiatimes.com/industry/indl-goods/svs/metals-mining/nclt-orders-

shutting-nre-coke-but-with-a-twist/articleshow/62464574.cms

Former Aircel promoter C Sivasankaran warns of ‘action’ against Cyrus Mistry

Serial entrepreneur C Sivasankaran has said that he could "take action" against former Tata

Sons chairman Cyrus Mistry for alleging that he was given shares of Tata Teleservices Ltd. at a

discount and that favours were extended to him at the behest of Ratan Tata. "If Mistry has any

specific allegations against me, I will be able to answer that in an appropriate forum. I would

strongly advise Mr Mistry and his lawyers to refrain from making these baseless allegations. If

they continue to do the same, I will be forced to take action against them personally in an

appropriate forum," Sivasankaran said in an email to ET. According to sources, the former

promoter of Aircel, who says he still has about 5% stake in Tata Teleservices, is readying his

legal team to defend his name in the Tata-Mistry battle. Mistry has been involved in a legal

battle with Tata Sons after he was removed as chairman in 2016. While sources close to Mistry

said Sivasankaran is yet to pay his share of an arbitration award to former Tata Teleservices

partner NTT Docomo, the NRI businessman has sought to be compensated for losses on his



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investment in the company. During proceedings in the National Company Law Tribunal last

week, Mistry's counsel alleged that Sivasankaran received largesse worth more than Rs 1,000

crore, including management contracts for procurement services at heavily discounted rates

that were against industry standards. "It is strange that Mr Siva now takes offence to any

mention of the benefits that he received from the Tata Group vis-a-vis his investment in TTSL

when his own factual recording of the events prove otherwise," said a person close to Mistry

who was familiar with the matter. Both sides said they had documents to back their claims.

"I have lost over Rs 1,700 crore due to my investment in TTSL, which was grossly mismanaged

by Mr Srinath, CEO of TTSL, along with the board of directors, headed by Mr Mistry," said the

entrepreneur, whose demand that Tata Sons buy back his shares at price paid to NTT Docomo

was not accepted. "As regards the performance of TTSL in Mr Mistry's tenure, the financial

statements of the company clearly show a four-fold rise in the EBITDA of the company to over

.`2,000 crore, creating a disproportionate lift in enterprise value of the business," the person

close to Mistrysaid. NTT Docomo decided to sell its entire 26.5% stake in Tata Teleservices in

April 2014 and withdraw from mobile telephony in India. It won a legal battle with Tata Sons

over the right to sell its stake in the venture for at least half the original value, as per their 2009

agreement. The Tatas recently agreed to sell debt-laden TTSL to Bharti Airtel practically for

free. "Like other shareholders of TTSL, I will be getting nothing out of the Airtel deal," said

Sivasankaran.

Source:https://economictimes.indiatimes.com/news/company/corporate-trends/former-aircel-

promoter-c-sivasankaran-warns-of-action-against-cyrus-mistry/articleshow/62500360.cms

Billionaire Singh brothers accused in lawsuit of siphoning money

India's billionaire Singh brothers, already embroiled in one international legal battle over alleged

fraud, are being accused of "diversion, siphoning and digression of assets" by a New York-

based investor in a lawsuit filed in the High Court of Delhi. The lending arm of Malvinder and

Shivinder Singh's publicly traded financial services firm, Religare Enterprises Ltd., made 21

loans to a number of seemingly independent companies that routed at least $300 million back to

privately held Singh firms on the same day, according to a central bank investigation of the

company's fiscal 2016 books filed as part of the 700-page suit in November. The suit, seen this

month by Bloomberg News, alleges that the Singhs diverted the lender's funds to aid them with

a personal debt load of about $1.6 billion, which is forcing the sale of chunks of their empire that

includes Religare and Fortis Healthcare Ltd., India's second-largest hospital chain. A hearing in

the case is scheduled for March 20. The allegations "are completely baseless and we

categorically deny them," Religare said in an email response. "As the matter is sub judice we

cannot offer more comments. However we will comment further at an appropriate

time." Lending Halt The plaintiff, a fund managed by $12.6 billion private equity firm Siguler

Guff & Co. with a 6 percent stake in the Singhs' small-business lending unit, Religare Finvest

Ltd., asked the court to stop Finvest from lending more money to the Singhs and prevent its

parent from selling assets. The halt aims to ensure Religare has the money to pay a potential



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liability to be pursued by the investor in arbitration, the suit says. The case pulls back the curtain

on one of India's highest profile corporate meltdowns, which erased nearly half a billion dollars

of Religare's market value, and sparked an exodus from its board. It also opens up another front

for the Singhs, who are fighting to get out from under a personal debt load that's already seen

one default, while their attempts to sell assets are being blocked by another court battle: Daiichi

Sankyo Co. of Japan's attempts to enforce a $500 million award for alleged misrepresentations

during the sale of another Singh company, Ranbaxy Laboratories Ltd., a decade ago. The

Singhs are contesting the ruling. 'Systematically Plundering' The Singh brothers "have been

camouflaging the diversion of funds from RFL to meet their personal liabilities under the guise of

legitimate business operations," the lawsuit alleges, using the acronym for Religare Finvest Ltd.,

adding that the diversion of funds has "the sole purpose of unjustly enriching" the brothers.

Other instances of diversion alleged in the lawsuit are Finvest's purchase from a third party of

short-term debt issued by the Singh's main holding company that has since been continually

rolled over, and the deposit of about $118 million with a bank that allowed it to be used as

security for money owed by the Singhs personally, essentially providing security for those

obligations. On Jan. 5, the High Court ordered the bank deposit be left where it is, the

documents show. The lawsuit alleges the Singhs were able to circumvent Finvest's board on

these transactions through a special committee they controlled that independently authorized

loans and investments. The results of the central bank's investigation and details of the case

have not been previously made public.

Source:https://economictimes.indiatimes.com/industry/healthcare/biotech/pharmaceuticals/billio

naire-singh-brothers-accused-in-lawsuit-of-siphoning-money/articleshow/62688940.cms



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Facts:

Two companies viz. M/S Nagarjuna Paper Mills and M/S Chandra Pharmaceuticals Limited

were in liquidation and the liquidation proceedings were pending before the learned Company

Judge of the High Court. The above two companies obtained loans from the appellant and for

realisation of dues, the appellant invoked the provisions of Section 29 of the State financial

corporations Act, 1951 (the Act of 1951). As both the companies were under liquidation, the

appellant filed two separate applications under Section 446(1) of the Companies Act read with

Sections 29 and 46 of Act of 1951 before learned Company Judge of the High Court for staying

outside the liquidation proceeding. The learned Judge passed two similar orders in respect of

both the companies and granted permission to the appellant to stay outside the liquidation

proceedings subject to certain conditions. The appeals filed challenging the above order were

dismissed by the Division Bench of the High Court by the impugned judgment and hence these

appeals.

Decision: Appeals dismissed.

CASE LAW A.P. State financial corporation v. Official Liquidator [SC]

DECIDED ON August 9, 2000

LEGISLATION Companies Act, 1956 – section 446

BRIEF FACTS

Conditional permission granted to secured creditor to stand out of the

winding up proceedings- whether company court could grant permission

with conditions- Held, Yes.

Corporate Development Judicial



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The Companies (Amendment) Act, 2017

[Issued by the Ministry of Law and Justice (Legislative Department). Published in the Gazette of

India, Extraordinary, Part-II, Section (1) dated 03.01.2018]

(No. 1 of 2018). Received the assent of the President on 3rd January 2018. Text of the

Amendment Act, 2017 not reproduced here for want of space. Readers may log on to the

website of the MCA (www.mca.gov.in) for full text of the Amendment Act, 2017.

Disclosure of holding of specified securities and holding of specified securities in

dematerialized form

[Issued by the Securities and Exchange Board of India vide Circular No.

SEBI/HO/CFD/CMD/CIR/P/2017/128 dated 19.12.2017.]

1. This circular is in continuation to Circular No. CIR/CFD/CMD/13/2015 dated November 30,

2015, prescribing the manner of representation of holding of specified securities.

2. Clause 2 (c) of the aforesaid circular has been amended as under:

“The details of the shareholding of the promoters and promoter group, public shareholder and

non-public nonpromoter shareholder must be accompanied with PAN Number (first holder in

case of joint holding). Further, the shareholding of the promoter and promoter group, public

shareholder and non-public non-promoter shareholder is to be consolidated on the basis of the

PAN and folio number to avoid multiple disclosures of shareholding of the same person.”

3. The Stock Exchanges are advised to bring the provisions of this circular to the notice of the

listed entities and also to disseminate the same on its website.

4. This Circular is issued in exercise of the powers conferred under Section 11 and Section 11A

of the Securities and Exchange Board of India Act, 1992 read with Regulation 31 and

Regulation 101(2) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

5. This circular is available on SEBI website at www.sebi.gov. in under the categories “Legal

Framework” and “Continuous Disclosure Requirements”.

From the Government



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If you're looking to bring some lush plant life into your home, but don't exactly have the greenest

thumb around, this bathroom accessory may be just the fit.

Made from 70 pieces of ball, island, and forest moss, this green bath mat created by

Switzerland designer Nguyen La Chanh, practically takes care of itself, according to The

Telegraph. This daily watering, plus the moisture levels found in most bathrooms make for the

perfect conditions to keep this beauty alive and thriving agricultural crisis.

The genius piece is a simple way to add a small but rich touch of greenery to any bathroom.

"The idea was to find a new way of having your plants inside," the designer told The Telegraph.

"Not only plants in pots quietly standing in the corner of a living room but alive plants, evolving in

the house. It's relaxing, feels lovely and soft under the feet, and doesn't need much care." Even

the most notorious plant killers can meet its low-maintenance needs!

A new bathmat made of moss is kept alive by the water that drips from your body as you dry.

It feels soft underfoot and does not smell when it gets damp.

Each piece of moss is cut into a foam frame, which prevents the moss from spreading or

growing out of control.

Source: http://www.countryliving.com/home-design/a41566/moss-bath-mat/

SAVE OUR ENVIRONMENT

BATH MAT MADE OF LIVING MOSS



15

MCA UPDATES

DATE SOURCE DESCRIPTION

20th January 2018 Notification in MCA Notification dated 20 January 2018 regarding

Companies (Regn office and fees) Amendment

Rules 2018

http://www.mca.gov.in/Ministry/pdf/CompaniesIncor

porationAmendmentRules2018_25012018.pdf


Companies (Incorporation) Amendment Rules,

2018

http://www.mca.gov.in/Ministry/pdf/CompaniesReg

nofficeandfeesAmendmentRules2018_25012018.p

df


commencement of Companies Amendment Act

2017

http://www.mca.gov.in/Ministry/pdf/NotificationCom

apniesAct_23012018.pdf


Appointment and Qualification of Director

Amendment rules 2018

http://www.mca.gov.in/Ministry/pdf/AppointmentQu

alificationDirectoramendmentrules2018_25012018.

pdf

29th January 2018 News & Important

Updates in MCA

http://www.mca.gov.in/MinistryV2/homepage.html

UPDATES



16

RBI UPDATES

DATE SOURCE DESCRIPTION

January 25th Notification in RBI Exim Bank's Government of India supported Line of

Credit of USD 71.40 million to the Government of Côte

d’Ivoire.

Exim Bank's Government of India supported Line of

Credit of USD 100 million to the Government of the

Republic of Kenya.

Link:

https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id

=11211&Mode=0

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

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published in this newsletter. All rights are reserved. For Private circulation, only. © 2018 J Sundharesan

CS News - February 2018 - J Sundharesan

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