Sanhita - March 2022.cdr - ICSI

Jan - Feb 2022, Issue - 1, Pages - 55

1. Chairman’s Communique 2. Article

- Drafting of Shareholders Agreement and Integrities of the Same

- Leveraging Technology: A Key To Success for Company Secretaries

- Modern Approach to Meetings Under Companies Act Amidst Pandemic

3. Doctrine - Turquand's Rule-doctrine Of Indoor

Management4. Column on Nidhi Company 5. Regulatory Updates

- MCA- SEBI - FEMA

6. IBC Judgement 5. Chapter Updates and Photographs

PUNE CHAPTER

(Under the jurisdiction of Ministry of Corporate Affairs)

Shreyas Apartment Condominium, CTS No. 1654+1655, Survey No 50, Gananjay SocietyD. P. Road, Kothrud, Pune 411 038tel 020-2539 3227, 25393229 email [email protected] Website www.icsi.edu

AFellowMemberoftheICSIandaPostGraduatein Commerce from Pune University, CSDevendra V Deshpande was elected to theCentralCouncilof the ICSI for the term2019-2022andservedasVice-PresidentofTheICSIfor the year 2021 before being elected asPresident,theICSI,fortheyear2022.

Withover15yearsofexperienceasaPracticingCompanySecretary,hespecialisesinthefieldofCorporateLaws,ForeignExchangeLaws,Auditunder Company Law and other Allied Laws,SecretarialAuditandCorporateRestructuring.

He served as the Chairman of ICSI Centre forCorporateGovernance, Research andTraining(CCGRT),MumbaiandICSICentreofExcellence(CoE),Hyderabadintheyear2020andheadedthe InformationTechnologyCommittee of theICSIintheyear2019.HeisaNomineeDirectoratICSIIIPandhasalsobeenamemberofvariouscommittees constituted by ICSI includingExecutive Committee, Corporate Laws andGovernanceCommittee,Training&EducationalFacilities Committee, Placement Committee,PMQ Course Committee, Election ReformsCommitteeandInternationalAffairsCommitteein2019.

He has been actively associated with theInstitute since 2004 and was elected to theWIRC of the ICSI, for the term 2015 – 18, heservedasChairmanofPuneChapterofWIRCofICSI in the year 2013 and was an activeManaging Committee member for the periodfrom2007-2014.

ProfilePresidentoftheICSI

AfellowmemberoftheICSI,CSManishGuptaisa LawGraduate andhas aMaster'sDegree inCommerce. He has been associated with theprofessionof Company Secretaries for last 18years,asaPracticingCompanySecretary.

HewaselectedtotheCentralCounciloftheICSIfor the term 2019-2022 and served as theChairmanof thePCSCommitteeof the ICSI in2021and2019andPMQCourseCommitteeoftheICSIin2021and2020,beforebeingelectedas the Vice-President of the ICSI for the year2022.

Mr. Gupta is also registered as an InsolvencyProfessional with Insolvency & BankruptcyBoardofIndiaandisempanelledasArbitratorwith Bombay Stock Exchange Ltd. (BSE) andNationalStockExchangeLtd.(NSE).Heisalsoempanelled as Mediator or Conciliator undertheprovisionsoftheCompaniesAct,2013withvariousRegionalDirectors.

HespecialisesinhandlingcomplexassignmentsonCorporateLaw,SecuritiesLawandTaxationLaw. He is a regular speaker at trainingprogrammesheldforstudentsandmembersoftheICSI.

HewaselectedtotheNorthernIndiaRegionalCouncilof InstituteofCompanySecretariesofIndia fortwoconsecutivetermsin2011-2014and2015-2018andwasunanimouslyelectedastheChairmanofNIRCofICSIfortheyear2016.

ProfileVicePresidentoftheICSI

Jan - Feb 2022

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Respected Seniors, ProfessionalColleaguesandDearestStudents,

Awarmgreetingtoall.Imayfallshortofwordstoexpressmyemotionsandgratitude for the opportunity that IhavebeenbestowedupontobetheChairmanofthePuneChapterofICSI

whichisoneofthemostvibrantChapterofICSI.

I am both humbled and honoured for the faith andconfidence which the managing committee of PuneChapterhasreposedonmeinelectingasaChairmanofPuneChapterofWIRCofICSIforthisyear2022.Iamtrulyblessed and as I begin this new journey with a strongfoundationlaidbymypredecessors,IassureyouthatIwillalways endeavour to reflect the utmost transparency,honesty and integrity to keep the flag of Pune Chapterwavinghighalways.

Theveryessenceof leadership is thatyouhave tohavevision.Youcan'tblowanuncertaintrumpet.Learningandleadership is indispensable with each other. The basicobjectofleadershipistohelpthosewhoaredoingpoorlytodobetterandtohelpthosewhoaredoingbettertodomorebetter.

thRecently,Ihadbeento4 leadershipsummitorganisedbyth ththe ICSI at New Delhi on 11 & 12 February and our

beloved CS Devendra V. Deshpande, President, the ICSIgaveabirdseyeviewon ICSI'svisionsoas toalign theChapter activities by all chapters across India i.e. be itstudents or members activities with the vision that hesharedsoastomaketheprofessionofCompanySecretaryasa“PreferredProfession”.

In the new era of dynamic and fast changing corporateworld,asaCompanySecretary,itisimperativetohaveandtoequipwithvariousskillsetstofulfilltherequirementofstakeholders. To build the capacity and enhance thecompetence,developingtheskillsandstrengtheningtheinstinctsandabilities,accordingly,wehavecomeoutwiththebroaderinitiativesof'CapacityBuilding'forthewholeyearwithmonthwisetheme.

Visionwithoutactionismerelyadream.Inthepursuitandinanattempttobringtheabovevisionandinitiativesintoreality, the Pune Chapter of ICSI has already initiatedvariousmonthwiseactivitiesandcelebratingthemonths

from January to March 2022 as the “programmonths”underan Initiative“RefreshingCoreAvenues”with theobjectofexploringtopics&subjectswhichwouldbeinthebestinterestsofthemembers.(DetailedprogramscheduleispublishedinthisSanhitaissue).

Further, in themonth of January,we had our very firstprogramof'Presidentinteractionswiththemembersandstudents'whenCSDevendraV.Deshpande,President,theICSIvisitedPuneChapter.Thenafterthat,weorganisedthreewebinarseriesonCompanyLawIntricaciesandyearendingcompliances,'RevisitingentireLLPAct'and'ICSISecretarialStandardsandAuditingStandards'.WhentheCOVID-19 guidelines are relaxed by the authorities,immediately we have started physical programs. WeorganisedafirstphysicalprogramonCAROandIndAS,considering the importance and need of protection ofIntellectualPropertyRights(IPR),theprogramhasbeenheld on the topic of “IPR – 360 degree review& paneldiscussions (Basics , Management , Protection, Prosecution, Litigation”). Another programwas held on“RelatedPartyTransactionsunderregulatoryFramework&TransferpricinginterplayswithRPT”.Allsuchprogramswere successfully arranged and held with the wholeheartedeffortsofthePDCMembers,volunteers,Chapterstaffandoverwhelmedparticipationofthemembers.

ItakethisopportunitytothanktheentireteammembersoftheEditorialBoardforacceptingtheresponsibilitiesforthe year 2022 and making a platform available to themembersandstudentstoexpressthemselves.

Keeping inmind thevisionofourPresident& ICSI andinitiativesthatPuneChapterhasinitiated,Iappealfromthisdesk,pleaseshareyourviews,feedbacks,suggestions,ideas to explore more for our improvement andbetterment of the members and students at [email protected] [email protected]

Happyreading…!!!

YoursSincerely,

CSSanjayPatareChairman,PuneChapterofWIRCofICSI

Chairman’sCommunique

Chairman : CS Sanjay PatareMembers : CS Shantanu Jagtap, CS Rohit Gokhale, CS Kanchan Limaye, CS Nawaj Sayyad, CS Sandeep Kulkarni

Articles Collection and Co-Ordination GroupCS Amit Atre, CS Kalyani Shirode, CS Neeraj Modi, CS Nikita Navindgikar, CS Rahul Patil, CS Sameer Siddheshwar

Jan - Feb 2022

EditorialBoard

4

MANAGINGCOMMITTEEOFPUNECHAPTEROFWIRCOFICSIFORTHEYEAR2022

CS Sanjay PatareChairman

CS Anagha Anasingaraju Vice Chairperson

CS Vishal PatilSecretary

CS I U Thakur Treasurer

CS Harshal JoshiMember

CS Gaurav NashikkarMember

CS Rohit GokhaleMember

CS Pawan G ChandakEx Officio Member

CS Hrishikesh WaghEx Officio Member

CS Shilpa DixitEx Officio Member

CS Devendra DeshpandeEx Officio Member

Sh. Mangesh Jadhav ROC Pune- Co-opted Member

Dr. Parag KalkarDean Faculty of Commerce and Management,

Savitribai Phule Pune University, Pune- Co-opted member

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Introduction

Business today has become an integral part of the economy. Keeping in consideration the business operations and future growth plans, every Company requires funds to augment its working.

The major source of raising funds available to any Company is by way of issuing and allotting shares to the shareholders. These shareholders provide funds to a Company and in return they are issued and/or allotted shares/securities in the Company.

The questions which arises here are 'What benefits a shareholder would gain by investing his funds in a Company?', 'What protection would be offered to such shareholders?', 'What will be his rights and duties?' etc.

This is where drafting and execution of a Shareholders Agreement is required.

What is a Shareholders Agreement?

A Shareholders Agreement is a written contract made between the Company and the shareholders, who invest their surplus funds in the Company for its business operations and in return they are issued and allotted shares of that Company.

A Shareholders Agreement describes the rights which a shareholder gets by subscribing to the shares of a Company and benefits which the Company shall offer to the shareholders in return for the funds invested by them.

It is a confidential internal document of a Company which is to be executed between the Company and its shareholders and is to be kept in the safe custody of an authorized person for and on behalf of a Company.

What is the importance of a Shareholders Agreement, why and under what circumstances is it required?

A Shareholders Agreement is an important legal document which defines the terms of the relationship between the Company and the shareholders, the rights, duties, responsibilities and obligations of the Company and of the shareholders and the ultimate protection that will be offered to the parties in the event of breach or default in complying with the clauses specified in the Agreement.

It is a mutually agreed document intending to offer security to the non-defaulting party in the event of breach made by the defaulting party.

Difference between Shareholders Agreement, Share Purchase Agreement and Investor Agreement

Shareholders Agreement: The main purpose of a Shareholders Agreement is to pre-define the mutual rights and duties of the parties to the agreement, namely: shareholder and the Company. The main purpose of it is to safeguard the shareholder's interests in the Company. The scope of Shareholders Agreement is relatively broader.

Share Purchase Agreement: The main purpose of a Share Purchase Agreement is to create a legally binding transfer transaction between the buyer and the seller of shares. It is executed only between the buyer and the seller to manifest how much shares are transferred and at what price. The scope of Share Purchase Agreement is relatively narrow as compared to that with Shareholders Agreement.

Investment Agreement: The main purpose of an Investment Agreement is to define the scope of the investment to be made by the prospective investor, the amount to be invested and the benefits which will accrue to the investor by virtue of making the investment.

Critical clauses of Shareholders Agreement

1. Tag along'- It means that if any promoter intends to offer his shares for sale to a third party purchaser, then such promoter has to give a notice of its intending sale to the present investors stating the price and the terms at which such shares are to be sold and grant the investor a 'tag along right' by means of which such investor can also offer certain portion of his shares to be sold to the intending third party purchaser at the same price and terms as defined in the notice given by the promoter. The investor may or may not exercise such a right.

However, if the investor agrees to such tag along right, then he is required to give a notice to the selling promoter, of his intention to offer his shares along with the shares offered by the

DRAFTING OF SHAREHOLDERS AGREEMENT AND INTEGRITIES OF THE SAME

CS Radhika Deshpande-Kabade

Email : [email protected]

Article

Jan - Feb 2022

6

promoter, to the third party purchaser within specified number of days.

2. Drag along'- It is a right but not an obligation given to a promoter (referred to as 'dragging promoter') to require the non-selling investor group or shareholders to sell a part of their holding to a third party purchaser. In such a case the dragging promoter is required to give notice of his intention to the Company and to the non-selling investor group or shareholders.

The non-selling investor group or shareholders are expected to co-operate in such a sale as per the defined terms at a duly convened Board Meeting.

3. Pre-emptive Right'- Whenever a Company proposes to make new issue of shares to any person, then in such case the Company is supposed to make first offer to the present investors, promoters and shareholders in proportion to their shareholding. If such offer is not elected / accepted by the present holders, then only can a Company offer the refused shares to a third party purchaser on the same terms and conditions which were offered to the present holders.

4. Obligations of the Company- It defines the

action points which the Company is supposed to undertake before, during and after the execution of the Shareholders Agreement so as to protect the interest of the Company and the shareholders and to ensure general compliance of the regulatory requirements.

5. Representation and warranties- The Company and the Promoters represent to the shareholders that they have a legal authority to enter into and execute the agreement with the shareholders and such agreement when executed shall be valid, binding and be enforceable against the Company and its Promoters.

Conclusion:

Every Company and its operations are different in nature. Drafting of a Shareholders Agreement depends upon the operations of a Company and the intricacies involved in the transactions. However, care must be taken to ensure the percentage of holding giving to a shareholder and the resultant control in the management of a Company.

DRAFTING OF SHAREHOLDERS AGREEMENT AND INTEGRITIES OF THE SAME

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The momentum of automation and the benefits that can be derived has never been stronger and plainer in sight. By introducing e-passports, establishing digital universities, using drones for agriculture, rolling out a National Digital Health ecosystem, promoting digital economy, fintech and technology-enabled development and last but not the least, the Hon'ble Finance Minister carrying with her, digital tablet wrapped in a traditional bahi-khata style pouch instead of the traditional paper file suitcase, has clearly established that one of the prime focus of our Indian Government is “Digital India”. In fact, the Ministry of Electronics and Information Technology (MeitY) allocation for “Digital India programme” in the Budget for 2022-23 has been increased to Rs. 10,676.18 crore approximately as compared to Rs. 6,388 crore which was allocated last year.

Even though digitalisation was on the bucket list of India Inc., despite of COVID-19, the shift towards automation has been prioritised. In India, though COVID-19 compelled the companies to adopt

w o r k i n g t h r o u g h d i g i t a l m e d i u m o f communication, this journey had begun way back from introduction of the Information Technology Act, 2000 (“IT Act”). The Digital drive of India corporate got a booster thereon. With the implementation of IT Act, it was necessary to bring relevant changes in the functioning of various statutory authorities such as Income Tax Authority, Ministry of Corporate Affairs, etc. This gave a kickstart to e-governance in India.

THE DIGITAL AVATAR OF MCA- MCA21

The Hon'ble Prime Minister of India, Dr. Manmohan Singh launched “MCA21” program in February 18, 2006 which reflects India's goals towards

stdigitalisation for 21 century. This was the first e-Governance initiative of Government of India (“GOI”) which brought service transformation and increased transparency in the operations of Ministry of Corporate Affairs (“MCA”). The conceptualisation of e-governance plan i.e. “MCA21”.

LEVERAGING TECHNOLOGY: A KEY TO SUCCESS FOR COMPANY SECRETARIES

CS Priyadarshini Suresh and CS Rupa Joshi

Email : ID , [email protected] [email protected]

Evolution of MCA21

st1 Phase- Launching of MCA21,

online platform for e-governance

nd2 Phase-

Anywhere and Anytime service to business

rd3 Phase-

Introduction of leverage analytics, Artificial Intelligence & machine learning

Article

Jan - Feb 2022

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The objective of MCA21 was automation of process related to enforcement and compliances under

Companies Act, 1956, Companies Act, 2013 and Limited Liability Partnership Act, 2008.

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As MCA21 started evolving and amongst its other initiatives, following were some of the key various

initiatives launched in order to strengthen the e-governance:


Benefits of MCA21

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Additionally, MCA21 V3 will have a cognitive chat bot enabled helpdesk, mobile apps, interactive user dashboards, enhanced user experience using UI/UX technologies, and seamless data

1dissemination through APIs.

Digital Journey of SEBI, the Market Regulator

In 2016, Securities and Exchange Board of India (“SEBI”) launched its first phase of Digital Journey by making the changes to its existing portal by providing an e-Platform to registered and prospective intermediaries to communicate in secure, simplified, transparent & paperless way with SEBI, enabled by a unique workflow based

decision making implementation. This portal provided a refreshing UI experience and a secure role based access and navigation to SEBI staff across various departments. In 2019, SEBI had reached out to IT companies to upgrade and revamp of IT network, IP (internet protocol) telephony and video conferencing set-up of SEBI. Based on the response

threceived, on 17 February, 2020, SEBI authorized the live-testing of products and services pitched by Fintech companies by introducing regulatory sandbox. This regulatory framework opened an opportunity for companies and startups, which are into artificial intelligence, machine learning, and deep learning, being used in Indian capital markets

Bagging several accolades in past, the project has rd

now reached its 3 version having following features:

1 Source: https://pib.gov.in/PressReleasePage.aspx?PRID=1695473

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6

in areas like Robo advisory services, surveillance through social media analytics and IT security. SEBI was in the process of finalizing technology partners for data lake project with a budget of Rs. 500 crores which was aimed at expanding analytical capability at SEBI with advanced analytical tools, including artificial intelligence, machine learning, deep learning, big data, etc.

SEBI also initiated some of the important amendments with respect to investors as a step towards digitalisation which inter-alia included:

Ø Launch of SEBI Complaints Redress System (SCORES) platform in 2011.

Ø Introduction of System Driven Disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015 in September, 2020.

Ø Compulsory dematerialisation of securities except for transmission and transposition

stwith effect from 1 April, 2019. Further in January, 2022, making it compulsory to process any request relating to the ownership of securities unless it is in demat form.

Ø Issuance of new securities mandatorily in demat form introduced in 2018.

Ø Updation of PAN and Bank details to encourage electronic payments by companies in November, 2021.

India Inc.- A technophile?

In India, various sectors have been trying to digitally transform and innovate their products/services to grab the attention of the customers. Be it any industry, digitalisation has been the key to engage with the customer within seconds along with increasing the efficiency of the organisations. The use of technology not only increases the efficiency and is also environment friendly. The huge amount of papers used in printing various documents can be digitalised and circulated as and when.

Hence, digitalisation roadmap of the organisation is a dominating boardroom discussion because automation is not optional but essential for survival

of the organisation. When it comes to boardroom discussions, Company Secretaries (“CS”) play a key role. Not only in the board meetings but CS are an important part of the organisation providing professional guidance to shareholders, boards, individual directors, management, etc. on the governance aspects of strategic decisions. With series of regulations and legislative changes, the role of the CS has increased. Thus, automation would enable the CS to spend more time on creative thinking, research and problem-solving issues.

As a step towards Green initiative in the Corporate Governance, MCA allowed the participation by Directors in the meetings of board/committee of directors through electronic mode under Companies Act, 1956 (now known as Companies Act, 2013) vide General Circular No. 28/2011. This enabled the foreign directors to participate in the Board and Committee meetings through video conferencing facility thereby enabling them to contribute to the deliberations effectively. Further with the introduction of Companies Act, 2013, the provisions related to conducting as well as attending the meetings through audio-visual means were included in the Act. This brought various board members globally closer and was also proved to be a time saver and cost-efficient tool. Hence, the need for providing of electronic board book (agenda) arose. Even in order to increase shareholder's participation in decision making, MCA introduced e-voting option to be provided by the companies which enabled the shareholders to vote from anytime and anywhere during the voting period.

As the MCA introduced e-forms and documents be filed with the Registrar of Companies from October, 2006, the concept of Digital Signature Certificate (“DSC”) gained importance. MCA vide its circular No 39/2011, in order to cut time lines and a step towards green initiative decided to issue all certificates and letters electronically using digital signature of ROCs. It was mandatory to attach the DSC while filing e-form with ROC. Till 2022, the use of DSC has increased tremendously. Various applications were introduced wherein the

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corporates could subscribe and the concerned directors could securely sign using the required credentials with respect to confidential documents.

Recently, due to COVID restrictions, MCA provided various relaxations including holding virtual meetings for key financial decisions such as approval of financial statements & board reports etc. which were earlier prohibited. In case of AGM/EGM, the shareholders get an opportunity to voice their thoughts or concerns on the affairs of the Company. Hence, MCA also extended the provisions of virtual AGM/EGM to the shareholders in order to protect their interests considering the pandemic. This has not only reduced the cost of conducting physical general meetings but also increased the participation of the shareholders. Also, the general meeting notices/annual report/postal ballot notice were allowed to be circulated through email to the shareholders having registered email address and for those shareholders whose email addresses are not registered, organisations also provided options to temporarily register the email IDs for the purpose of procuring the above mentioned documents based on the upcoming events.

CS in various organisations in India have already discarded the traditional method of sharing the physical agenda which were not only time consuming to prepare but was also impossible to carry while travelling. Board portals were used post introduction of Companies Act, 2013 in India, however globally, first board portal was introduced in 2002. The real game changer happened in 2010 when i-pad was introduced which eliminated the bulky laptops. These handy tablets were easy to use during the meetings. These portals help in efficient meeting management, improved document management, enhanced and timely governance with requisite data security. It also replaced the requirement of physical paper since the trackable electronic tools could save the comments/changes made by the directors.

Use of Technology by CS Professionals

Today CS has to not only be well versed with the regulations but also be technologically literate. The CS should be able to use, manage, understand about the latest technologies. CS should gain proficiency in use of digital tools required for compliance function. There is a lot of scope for improvement in case of automation with respect to the role of CS in India. Here are the few suggestions which the CS can evaluate for as goal of being proficient in digitalisation:

Ÿ CS should ensure that he and his team are always updated with the latest technology.

Ÿ In every secretarial department, there should be a team of company secretaries who have an innovative mindset and skills to develop/identify various technological tools.

Board Portal- Digitalisation of Agenda and other documents

Ÿ A One-stop application (“app”) could be designed containing master details of the directors as required as per Companies Act, 2013. Hence, Register of Directors and KMP could be maintained in the app would get updated as soon as the master details are updated.

This app can be designed to schedule and conduct Board/Committee meetings, upload and access the Board agenda, record the discussions in the meetings, update the action taken as per the recommendations in the meeting, send proposed circular resolutions (also granting ascent or descent on it), share draft minutes including e-sign functionality for Directors, share various regulatory updates, and due triggers could also be sent via this app immediately when a document is uploaded with the due date to provide inputs (if applicable). This app can also be used by Directors to upload any

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documents to be sent to the Company. This app should also have in built feature to generate excel sheet in a customised manner.

Digital Transformation Initiatives by using emerging technology:

Ÿ CS can use Virtual Reality (VR) headsets in board meetings to the directors which would allow presentations to be more meaningful and ensure full attention of the board members in virtual Board meetings.

Ÿ The CS can help board to understand and become aware of the technology used by the Company. This can be done through induction programmes and training programmes for directors by the qualified trainers.

Ÿ With respect to insider trading regulation, reporting to be done through in-built/outsourced applications. However, chatbot technology can be used to assist the insiders in resolving their queries and making relevant disclosures.

Building Digital Culture with the Board:

Ÿ CS should ensure that the Board should have members with adequate knowledge of IT.

Ÿ The CS has to ensure that the before introduc ing any technology for interaction with the Board of Directors, they should be provided with adequate training.

Enhancing Investor's Feedback:

Ÿ Surveys can be held by the CS through their official websites to evaluate the investor satisfaction and understand their grievances.

Ÿ Chatbot feature can be used on the official website of the Company to provide virtual assistance to the investors to file their complaints or resolve their queries timely.

Use of technology by Practising Company Secretaries (“PCS')

Ÿ PCS can build/ engage a third party to build or maintain a compliance software with details of regulatory compliances as per the services they provide. The software should be designed to prepare a checklist on event basis which could be easily followed by the PCS and ensure compliance with all applicable laws.

The regulators have played a major role in encouraging the corporates in use of technology. Few suggestions are as follows:

Ÿ Hybrid General Meetings should be encouraged by the regulators post-COVID times as long-term option.

Ÿ Amendment to Companies Act, 2013 to mandate constitution of independent and qualified IT strategy Committee for Companies meeting the prescribed criteria. This will encourage the Committee members to invest adequate time to discuss the technology initiatives of the Company at length. Experts can also be invited in the Meetings for updating the Committee about the technology and regulatory changes regarding the same. Already RBI in its circular dated April 29, 2011 had mandated the private Banks to constitute IT strategy Committee and stated the minimum requirements for composition of the committee.

Ÿ The website of the regulators should be reviewed periodically so as to ensure adequate disclosure of information.

Ÿ Some board portal applications work only on laptops while some on ipads, mobiles etc. Thus, any Director who works on multiple boards which use different portals with different security parameters and device requirements forces them to use more than one device t o a c c e s s i n f o r m a t i o n . N o

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standardisation across portals in how information is organised and presented thus takes more time to get familiar with different portals. In order to avoid this, the Institute of Company Secretaries of India can issue Secretarial Standards so that the min imum informat ion r e q u i r e m e n t s , U I p a r a m e t e r s , technological and safety parameters will be uniform and will help the board of directors to analyse the information efficiently.

No one can deny that every coin has two sides, therefore with enormous benefits of digitalisation comes large number of drawbacks, which the CS should be aware of. Before any automation tool goes live, CS should ensure that in-depth testing takes place to avoid loopholes regarding security breach. The information handled by CS is very sensitive and would have a major impact on the organisation, hence he should ensure that a strong team of IT professionals should confirm and monitor that the systems are not prone to cyber

attack and regularly updated with anti-virus software.

To conclude, technology is a boon for Company Secretaries if used carefully and smartly. The role of Company Secretary involves a lot of assessment and judgment/opinion-oriented work and they also provide valuable insight into complex and critical matters which can never be automated. Technology can be used to automate the routine administration and data processing function of the CS. This will help to avoid the human error possible in the routine administrative work. Automation and CS would be a perfect combination for successfully handing the huge number regulatory requirements.

Let's take a pledge that as a CS, we will use the technology more responsibly and effectively and help in building the nation by contributing to the movement of “Digital India”.

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There is no field of service or branch of commerce which hasn’t been adversely affected due to the outbreak of Covid-19. Be it infrastructure, manufacturing, healthcare, governance, arts & culture, education sector, food industry, tourism or the corporate setting; all these sectors have been majorly hit by the global pandemic. To such a scenario, India is no exception. It has been one of the worst Covid-19 affected countries in the world. But we are learning to tackle the global pandemic through adaption of certain globally accepted solutions.

The economy is reviving slowly, industries are regaining their lost capacities, production has started to increase with effective working of the distribution & supply chains. But we do need deeper insights into the world of corporate governance and how a modern approach is going to help increase the effectiveness amongst companies in times of a global pandemic.

Companies Act 2013 is currently the apex branch of law that governs, guides and promotes effective corporate governance amongst the companies incorporated in India. The Ministry of Corporate Affairs (MCA) has been efficiently providing various methods and relaxations through which companies can survive a global pandemic. Though the companies have largely benefitted from relaxations in filing requirements, increased time period for its

disclosure obligations…etc, one needs to understand the implications that this pandemic has

had on the daily working of companies and the corporate sector.

One of the primary characteristics of a “company”, as defined under the (Companies) Act, is that it has a separation of ownership and management. A company’s success hugely depends on how well coordinated its management and owners are. From this, we can draw an inference that the coordination between owners and management

can be achieved effectively through conducting frequent meetings.

There has been a drastic impact between how meetings are conducted these days vs. how meetings were conducted before Covid-19 outbreak. Technology has greatly helped the companies to bridge the communication gap between its owners and managers which it would’ve otherwise faced, had there been no technological advancements in the field of corporate governance.

One must take into consideration why there arose a need to conduct meetings online. After due consideration of lockdown restrictions, social d istanc ing norms, d i f f icu l ty in making arrangements for conducting physical meetings, changing limit with respect to maximum number of p e rs o n s a l l owe d i n co n d u c t i n g p u b l i c gatherings/events, stakeholders being scattered pan India, restrictions on free travel except in case of an emergency, constant spike in Covid-19 cases making contact tracing difficult…etc factors; meetings through video conferencing (VC) and other audio visual means (OAVM) under section 173 and others, are being conducted frequently now more than ever. Companies these days have adapted to using apps like Skype, Google Meet, Zoom, Webex Meet to conduct its meetings online via video conferencing. Broadcasting services like Facebook live and Youtube live are greatly helping the companies’ stakeholders to keep a track of the companies’ activities.

The term “meeting” has a much wider meaning in the purview of Companies Act. Board meetings, meetings of committees constituted by the board, discussing agendas, drafting resolutions to be put into effect, preparing notice of the meeting, making arrangements for conducting of meetings (both audio-visual or otherwise), making sure that the quorum is present for the conduct of meetings, chairing the meeting and conducting the meeting

CS Student Gayatri Yarguddi


MODERN APPROACH TO MEETINGS UNDER COMPANIES ACT AMIDST PANDEMIC

Article

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smoothly, making arrangements for the voting rights to be exercised by the members at the meeting, preparing minutes of the meeting, filing reports and the particulars of the meeting with the concerned authorities viz. RoC and MCA, serving documents upon the members…etc all form a part of a “meeting” under Companies Act.

While this might seem like a cakewalk in normal circumstances, making appropriate arrangements for all the above mentioned factors becomes a little difficult for companies who have a large number of stakeholders, in a pandemic situation. Not all the members & stakeholders are equipped with decent technology to attend meetings, there have been incidents of power failure and major power cuts in capital cities like Mumbai & Pune in the recent past. There are network congestions which hamper the smooth conduct of meetings through video conferencing. Technical issues like poor bandwidth, buffering & audio visual issues, poor microphones and audio quality, cyber security issues, poorly developed websites, non experienced personnel employed in the conduct of virtual meetings, poorly executed pre requisites in conduct of meeting, lack of technological knowledge…etc cons come into sight while conducting meetings online/virtually.

But one cannot simply overlook the pros that virtual meetings offer to large public companies and its stakeholders in times of a global pandemic! The huge costs required to make arrangements for physical AGMs are cut down. Members don’t have to take the added risk of travelling to the venue where the meeting is proposed to be conducted. Social distancing becomes possible. Companies can afford to access premium membership to apps like Skype, Google Meet…etc apps. Meetings through video conferencing also become ecologically friendly since a huge cost incurred in providing stationery and office supplies are cut down. Easy methods like use of an email broadcasting list to send notices of meetings to the members makes correspondence easier. Providing a technologically supervised window for the members to cast their votes on resolutions, google forms is way easier

than making arrangements for physical centers for voting on resolutions pan India (Postal ballot provisions have already become redundant in the purview of the Act. Also, providing due safety measures like sanitizers, ensuring social distancing norms is way more expensive than providing an electronically regulated window for e-voting.) E-filing of documents, e-voting on the matters stated in the resolutions, easy access to all the statements online through electronic mode not only saves space but also helps the companies practice a “go green” initiative through such meetings.

In such difficult times, technology has proven to be a boon, especially to corporate and office settings who are largely dependent on a scalar chain of authority for its day to day decisions and businesses. In following such a tech-friendly modern approach for the conduct of meetings in companies, lies the benefit of all – the company itself, its members, its stakeholders, the government, the general public, the economy, the ecology, the nation and in turn the whole wide world.

MODERN APPROACH TO MEETINGS UNDER COMPANIES ACT AMIDST PANDEMIC

Jan - Feb 2022

16

Turquand's Rule-Doctrine of Indoor Management

Considering creativity and thinking capacity of every

human being and society, It is very much important to

have some set of rules, regulations, customs, beliefs and

mainly obedience to the first four i.e. rules, regulations,

customs, beliefs. I mentioned Rules and regulations first

because those are totally emerged from the customs

and beliefs of the person guiding the society and setting

the developmental structure of the Society. These rules

and regulations based on Customs and beliefs are

nothing but Doctrines; In legal study, we can say these

are the principles and teaching, on which behavior of the

society members towards each members of the society

will be developed and sustained, which need to be abide

by each and every member of the legal world. No person

learning and practicing law can ignore and surpass

doctrines and legal principles while coding and studying

law.

Board of Directors is having ultimate responsibility

sometimes is vicarious liability sometimes is strict

liability depend upon the facts of the transaction. Board

being the eyes and ears of the Corporate cannot act as

per its whims and fancies but it has to follow rules of

Corporate Jurisprudence. Articles of Association of the

Company broadly write down the behavioral regulations

for running the affairs of the Company.

Before moving to the doctrine of Indoor Management,

we will look briefly the related provisions of the

Companies Act 2013 with rule of indoor management:

1. Validity of the acts of the Directors and

protection to the transactions of the Company

is provided in the Companies Act as follows:

“Section 176 of the Companies Ac, 2013: No

Act done by a person as a Director shall be

deemed to be invalid, notwithstanding that it

was subsequently noticed that his/her

appointment was invalid by reason of any

defect or disqualification or had terminated by

virtue of any provision contained in this act or in

Articles of the Association of the Company.

2. Section 6 of the Companies Act, 2013: This

provides for supremacy effect of the

Companies Act over the contrary MOA, AOA.

Board or general meeting resolutions and any

agreement executed/ registered by the

company and for prevailing effect of the

Companies Act over the Memorandum,

Articles, agreements and resolutions of the

Company.

Doctrine of Indoor Management (Turquand's Rule) is an

excellent piece of rule which protects the outsider

person who is dealing and entering into a transaction

with the Company and Board from proving the

correctness of an internal processes and regulations of

the Company. According to this Doctrine, outsider will

be protected only when he/she ensures self that

transaction is not inconsistent and irregular with

Memorandum and Articles of Association, the public

documents of the Corporate. Once this is ensured,

person who is entering into a contract/transaction with

the Company, need not to enquire about internal

regularity of the transaction. This Doctrine shall be

invoked by the person transacting with the company

and not by the Company.

CASE CITATIONS in BRIEF in regard to Doctrine of Indoor

Management:

TURQUAND'S RULE-DOCTRINE OF INDOOR MANAGEMENT

CS Nawaj SayyadEmail : [email protected]

Doctrine

S. No Case Details Reference Brief

1 Royal British Bank Vs. Turquand

(1856) 119, ER 886 Outsider need not to enquire if he satisfies that

transaction is consistent with the Memorandum

and Articles of the Company. He is not bound to

enquire into internal proceedings of the Company.

Jan - Feb 2022

17

There are certain exceptional grounds also wherein Doctrine of Indoor Management cannot operates.

1. When an outsider is aware of the incapacity of the person acting on behalf of the Company and entering into a transaction after knowledge of such irregularity, outsider cannot invoke rule of Turquand i.e. Doctrine of Indoor Management.

2. A person dealing with the company does not give any attention to the MOA and AOA, the publicly available documents, cannot seek protection under rule of indoor management.

3. Rule of Indoor Management cannot operate for transactions which involved forgery and such transactions are void and illegal ab initio.

4. Person who acts negligently with the person, who is not having capacity to contract on behalf of the Company, cannot seek protection under this rule of indoor Management.

5. Doctrine of Indoor Management does not protect when Acts itself are ultra vires to the Directors and Company.

References:

1. Turquand's Rule-Royal British Bank Vs. Turquand, (1856) 119, ER 886

2. ICSI-Company Law-Executive Programme-Module (Edition-July 2017)

3. ICSI-Ebook on Companies Act-https://e-book.icsi.edu/default.aspx

S. No Case Details Reference Brief

2 Ram Raghubir Lal Vs.

United Refineries

(Burma) Ltd.

(1932) 2 Com cases 359,

AIR 1931 RANG 139

Actions of the Appointed Director will be treated as valid even if it is discovered later that the appointment is invalid or its terminated under the provisions of the Act or under AOA.

3 Shiromani Sugar Mills

Ltd Vs. Debi Prasad

Seth Mohan Lal Vs.

Grain Chambers Ltd.

(1950) 20 Com Cases 296,

AIR 1956 All 508

(1950) 20 Com Cases

296, AIR 1956 All 508

The Allotment and Forfeiture of shares made by disqualified directors who were not aware of such disqualification, allotment/Forfeiture is not invalid.

Act of passing of resolutions for certain business transactions were held to be valid where directors were not aware of the facts that they have vacated the office of Director by virtue of the provisions of the Companies Act.

4 Bamford Vs. Bamford (1969) 39 Com Cases 838: 2 WLR (1107) CA

Company may ratify allotment of shares (resolutions/business transactions) even if its made by de-facto Directors with Malafide intentions.

5 C. K. Siva Sankara Panicker vs. Kerala State Financial Corporation

(1980) 50 Com Cases

817 (Ker.)

An outsider is entitled to act on a Resolution copy

of the Board of Directors provided with delegating

the powers of borrowings to MD mentioning

limits therein.

TURQUAND'S RULE-DOCTRINE OF INDOOR MANAGEMENT

Jan - Feb 2022

18

It is the outcome of efforts taken by Sabanayagam Committee in the year 2000 under the Chairmanship of Shri. P. Sabanayagam, Former Union Secretary, Chief Secretary, State of Tamilnadu and the Expert Group in the year 2002 that established a need to induct a concept of structured Nidhi or Mutual Benefit Company as Limited Company under Companies Act. In fact, the concept of Mutual Benefit was well known in businessmen for a long time.

By definition, Nidhi means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from, and lending to, its members only, for their mutual benefit, and which complies with the rules made by the Central Government for regulation of such class of companies. Nidhi Companies are also known by the name of Mutual Benefit Companies, Mutual Nidhi Companies.

Coverage of Provisions

Sub-Section (1) of Section 406 of Companies Act 2013 (Erstwhile Section 620A (1) of Companies Act, 1956) covers the provisions for Nidhi Companies. The practical aspects of Nidhi company are covered by Nidhi Rules, 2014. Recently, Nidhi (Amendment)

thRules, 2019 are notified w.e.f. 15 August 2019. The new amendment mandates all existing Nidhi companies to declare themselves as Nidhi /Mutual Benefit Company.

Nidhi Companies are registered with an intention to work exclusively for the member. Here member means Shareholder. The basic object of forming Nidhi company is to inculcate a sense of savings among its members. To achieve this, Nidhi Companies are allowed to provide various Deposit Account services to its members. The members can open Savings Deposit Accounts, Recurring Deposit

Accounts, and Fixed Deposit accounts in Nidhi Company.

Legal Status of Nidhi Companies

Nidhi companies are registered as Public Limited Company. Although there is no need to obtain a Certificate of Registration from RBI, Nidhis are known to be Non-Banking Finance Company that does not require registration with RBI. The regulator of Nidhi Companies is the Ministry of Corporate Affairs. However, the RBI may issue such directions for regulating Nidhi Companies as it deems fit.

Five Basic Principles of Nidhi Company

There are almost 27 Rules framed for the operation of Nidhi Company. Among all, there are five basic principles of running a Nidhi Company.

1. Net Owned Funds – Nidhi company should bring a positive Net Owned Fund of Rs. 10,00,000 within 1 year from the date of incorporation. It is the aggregate of paid up equity share capital and free reserves as reduced by accumulated losses and intangible assets appearing in the last audited balance sheet. The NOF is the dynamic amount to be always maintained by Nidhi Company since NOF has a direct co-relation with the amount of deposits the company accepts.

2. Minimum number of Members – Nidhi Company is required to increase the number of members to a minimum of 200 within a period of 1 year from the date of its incorporation. The deposit holder should be holding at least 10 equity shares or a nominal value of Rs. 100.

3. Ratio of NOF to Deposit – The total deposits of Nidhi Company cannot be more than 20

UNDERSTANDING NIDHI AS BUSINESS MODEL

CS Raghavendra Kulkarni


Jan - Feb 2022

19

times its NOF. In other words, the NOF should always be at least 5 percent of the total deposit. The Company is not allowed to accept further deposits if this ratio falls below 1 : 20.

4. Unencumbered Term Deposits – Every Nidhi company is required to maintain a Deposit of at least 10 percent of its total deposits with a Nationalised Bank / Scheduled Commercial Bank / Post Office. The nidhi company is required to always observe this Compliance. The Unencumbered Term Deposits cannot be withdrawn without the permission of Regional Director.

5. Declaration of Nidhi in eForm NDH-4 – Every th

Nidhi Company (if incorporated post 15 August 2019) shall declare itself as Nidhi in eForm NDH-4 within a period of 14 months from the date of its incorporation. The Ministry of Corporate Affairs will notify the names of such Nidhi Companies whose eForm NDH-4 is approved. This is crucial compliance and currently, not a single company in India has received approval of NDH-4.

Restrictions for Nidhi Company

Nidhi Companies are established for the members only. They work in a close environment for the financial betterment of their members. Hence, the Rules have provided for certain restrictions for Nidhi Company –

i. Nidhi Company cannot open branches for the first 3 years of its formation subject to sustained profitability for all 3 years.

ii. Nidhi companies cannot give unsecured loans. Only secured loans against specific security types are provided in the Rules.

iii. Nidhi Company cannot issue partly paid shares. No preference shares are allowed for nidhi company.

iv. The maximum rate that Nidhi can offer to its depositors is around 12.5% (the rate NBFCs are allowed to offer as per RBI norms).

v. The maximum loan that Nidhi can offer is Rs. 2,00,000 to any person at any time. It organically increases with the Deposits that the company possesses.

vi. The loans can be given at the rate of interest which cannot increase more than 7.5% of the maximum rate of interest paid to depositors.


Jan - Feb 2022

20

vii. There are a few more general restrictions on the business operation side.

A nidhi company is the finest business model for a small group of people coming together to achieve mutual financial growth. It is, indeed, only financial services company that does not need RBI licensing and can be operated with minimum investment. The only format where company is allowed to operate savings and deposit accounts.

….. to be continued

There will be a series of articles on Nidhi Companies focusing on various important aspects of running a nidhi. The major coverage will be the business management side of Nidhi Companies. At the end of the series, the readers will get acquainted with the practical aspect of advising Nidhi Companies along with consulting on compliance side.


Jan - Feb 2022

21

CS Shantanu JagtapEmail : [email protected]

1.Notification thdated 11

January 2022.

SI. No.

Period of delaysAdditional fee as a

multiple of normal fees

Higher additional fee as a multiple of normal fees

(for certain cases)(1) (2) (3) (4)

1Upto 15 days

(sections 139 and 157)One time of normal fees

2More than 15 days and upto 30 days (Section 139 and 157) and upto 30 days in remaining forms.

2 times of normal filingfees


3 More than 30 days and upto 60 days



4 More than 60 days and upto 90 days



5

6

More than 90 days and upto 180 days

Beyond 180 days





The Companies (Registration Offices and Fees) Amendment Rules 2022

stFrom 1 July, 2022, Higher Additional Fees on e-forms will be increased from 12 times to

18 times of normal fees other than e-forms for Increase in Nominal Share Capital or

e-forms u/s 92 & u/s 137 of the Act or forms for filing Charges.

Note 1: Higher additional fees shall be payable, if there is a delay in filing e-form

INC-22 or e-form PAS-3, as the case may be, on two or more occasions, within a

period of 365 days from the date of filing of the last such belated e-form for which

additional fee or higher additional fee, as the case may be, was payable.

Note 2: Wherever higher additional fee is payable, additional fee shall not be charged.

Note 3: E-form INC-22, or e-form PAS-3, as the case may be, filed prior to the

commencement of the Companies (Registration Offices and Fees) Amendment Rules,

2022 shall not be reckoned for the purposes of determining higher additional fee.

MCA Regulatory updates st th (From 1 January 2022 to 20 February 2022)

Jan - Feb 2022

22

th 2. Notification dated 11January 2022.

Commencement Notification

In exercise of the powers conferred by Section 1(2) of the Companies st

(Amendment) Act, 2017, the Central Government hereby appoints the 1 July 2022, as the date on which the provisions of second proviso and third proviso to clause (i) of Section 80 of the said Act shall come into force.

th 3. Notification dated 11January 2022.

Commencement Notification

In exercise of the powers conferred by Section 1(2) of the Companies st(Amendment) Act, 2020, the Central Government hereby appoints the 1 July

2022, as the date on which the provisions of Section 56 of the said Act shall come into force.

th 4. Notification dated 11

February 2022.

The Limited Liability Partnership (Amendment) Rules, 2022

Amendment has been made in Rules 5, 18, 19 and 37. New rules are added w.r.t Allotment of a new name to existing LLP u/s 17 (3), Adjudication of Penalties, Appeal against order of Adjudicating Officer, Registration of Appeal and Disposal of appeal by Regional Director. Two new forms are notified i.e. Form 16A and Form 33. The Central Government also revised the fee norms for LLP by substituting the existing Annexure A.

A new Rule 19A has been inserted which provides that in case a Limited Liability Partnership fails to change its name or new name in accordance to the directions issued under section 17(1) within three months from the date of issue of such direction, the letter “ORDNC” i.e. 'Order of Regional Director Not Complied' the year of passing of the direction, the serial number and the existing LLPIN of the LLP shall become the new name of the LLP without any further act or deed by the LLP, and the Registrar shall accordingly make entry of the new name in the register of LLP and issue a fresh certificate of incorporation in Form No. 16A

th 5.Notification dated 11

February 2022.

Delegation of Powers u/s 17 of LLP Act, 2008 to Regional Directors

The Central Government delegates to the Regional Directors at Mumbai, Kolkata, Chennai, New Delhi, Ahmedabad, Hyderabad and Guwahati, the powers and functions vested in it u/s 17 of the Limited Liability Partnership Act, 2008, subject to the condition that the Central Government may revoke such delegation of powers or may itself exercise the powers under the said section, if in its opinion such a course of action is necessary in the public interest.


February 2022.

Appointment of ROC as Adjudication Officers under the LLP Act 2008

The Central Government has appointed Registrar of Companies as adjudicating officers under the LLP Act, 2008 and defined their jurisdiction. The order further provides that the appeal if any is to be filed before the concerned Regional Director having jurisdiction over the adjudicating offices


Jan - Feb 2022

23

shall be disposed of in accordance with the notification of Government of India. For the State of Sikkim, jurisdictional powers shall be vested with Regional Director, Eastern Region Directorate, Headquarter at Kolkata in the

stmatters of appeal. This order shall come into force with effect from 1 April 2022.


February 2022.

Commencement of Sections 1 to 29 of LLP (Amendment) Act 2021

In exercise of the powers conferred by Section 1(2) of the Limited Liability Partnership (Amendment) Act, 2021, the Central Government hereby

stappoints the 1 day of April, 2022 as the date on which the provisions of Sections 1 to 29 of the said Act shall come into force.


February 2022.

Notification u/s 67 of LLP Act 2008 of applying to LLPs

The Central Government hereby directs that the provisions of Section 90, 164, 165, 167, 206(5), 207(3), 252 and Section 439 of the Companies Act, 2013 shall apply to Limited Liability Partnership except where the context otherwise requires with certain modifications


February 2022.

The Companies (Accounts) Amendment Rules, 2022

The Central Government notifies the Companies (Accounts) Amendment Rules, 2022, to insert a Rule 12(1B), which provides for a new requirement from FY 2020-21 and onwards, in the case of every company, covered u/s 135(1), to furnish its Annual CSR Report in Form CSR-2 to the ROC, as an addendum to Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), and the

stlast date for filing of Form CSR-2 for FY 2020-21 is 31 March 2022.

10. General Circular th

No.01/2022 dated 14 February 2022

Relaxation on levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBRL and MGT-7/MGT-7A for the FY ended on March 31, 2021

No additional fees shall be levied upto March 15, 2022 for the filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBRL and upto March 31, 2022 for filing of e-forms MGT-7/MGT-7A in respect of the FY ended on March 31, 2021 respectively. During the said period, only normal fees shall be payable for the filing of the aforementioned e-forms.


Jan - Feb 2022

24

SR NO. NOTIFICATIONDATE

PARTICULARS/CONTENT

1 Jan 03, 2022 Options on Commodity Futures – Modification in Exercise Mechanism

SEBI vide Circular no. SEBI/HO/CDMRD/DMP/CIR/P/2017/55 dated June 13, 2017, permitted Commodity Derivatives Exchanges to introduce trading in Options on Commodity Futures and stipulated guidelines with regard to the product design and risk management framework to be adopted for trading in options on commodity futures.

Based on feedback received from Stock Exchanges and the recommendations of Commodity Derivatives Advisory Committee of SEBI, it has been decided to make changes in the Exercise Mechanism of option contracts on commodity futures. Accordingly, the existing para 5 of Annexure 1 to the Circular dated June 13, 2017 stand deleted. The following new para 5 shall be incorporated in place of the deleted para:

“5. Exercise Mechanism: On expiry, following mechanism shall be adopted by Exchanges for exercise of the options contracts:

5.1 All In the money (ITM) option contracts shall be exercised automatically, unless 'contrary instruction' has been given by long position holders of such contracts for not doing so.

5.2. All Out of the money (OTM) option contracts shall expire worthless.

5.3. All exercised contracts within an option series shall be assigned to short positions in that series in a fair and non-preferential manner.”

Other guidelines prescribed in aforesaid SEBI Circular dated June 13, 2017 shall remain unchanged

The Circular shall be effective from the date of new series of commodity derivatives launched on or after February 1, 2022 and exercise mechanism for Options on Futures referred to in any other guidelines prescribed by SEBI shall be as per the instant Circular.

SEBI UPDATES

1st January 2022 to 20th February 2022

CS Sameer Siddheshwar


March 2022

Jan - Feb 2022

25


PARTICULARS/CONTENT

2 Jan 03, 2022 Schemes of Arrangement by Listed Entities - Clarification w.r.t. timing of submission of NOC from the lending scheduled commercial banks/ financial institutions/ debenture trustee

SEBI vide Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated November 16, 2021 and Circular No. SEBI/HO/CFD/DIL2/CIR/ P/2021/ 659 dated November 18, 2021 has notified changes to the Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020.

In respect of the NOC as required in terms of Circular dated November 16, 2021 and November 18, 2021, it is now clarified that the NOC shall be submitted before the receipt of the No-objection letter from stock exchange in terms of Regulation 37(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The recognized stock exchanges are directed to bring the provisions of this circular to the notice of the listed companies and also to disseminate the same on their website.

3 Jan 05, 2022 Increasing Awareness regarding Online Mechanisms for Investor Grievance Redressal

Investors are encouraged to lodge their complaints through online mechanisms more specifically through SCORES portal and SCORES mobile application for effective redressal of grievances.

In this regard, in order to increases the awareness regarding online grievance redressal mechanisms, all Recognized Stock Exchanges including Commodity Derivatives Exchanges/ Depositories / Clearing Corporations are advised to display the following on the home page of their websites and mobile apps:

- link / option to lodge complaint with them directly.

- link to SCORES website/ link to download SCORES mobile app.

All Recognized Stock Exchanges including Commodity Derivatives Exchanges/ Depositories / Clearing Corporations are advised to:

- Make necessary amendments to the relevant bye-laws, rules and regulations.

Communicate to SEBI, the status of the implementation of the provisions of this circular through the Monthly Development Report (MDR)

SEBI UPDATES

Jan - Feb 2022

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PARTICULARS/CONTENT

4 Jan 07, 2022 Disclosure obligations of high value debt listed entities in relation to Related Party Transactions

Vide notification dated September 07, 2021, Regulation 15(1A) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ('LODR Regulations') was introduced stipulating that Regulations15 to 27 of Listing Regulations shall be applicable to high value debt listed entities on a 'comply or explain' basis.

Subsequently, vide amendment dated November 9, 2021, Regulation 23 of the LODR Regulations on related party transactions was amended, inter-alia, mandating listed entities that have listed specified securities to submit to the stock exchanges disclosure of Related Party Transactions (RPTs) in the format specified by the Board from time to time.

SEBI vide circular no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 has specified following disclosure obligations of listed entities in relation to Related Party Transactions with respect to specified securities:

a. Information to be reviewed by the Audit Committee for approval of RPTs;

b. Information to be provided to shareholders for consideration of RPTs and;

c. Format for reporting of RPTs to the Stock Exchange.4.Since the provisions of Regulation 23 of the LODR Regulations would be applicable to high value debt listed companies also, it has been decided to make provisions of the above referred circular dated November 22, 2021 applicable to high value debt listed entities.

5 Jan 10, 2022 Framework for operationalizing the Gold Exchange in India

SEBI Board in its meeting held on September 28, 2021 approved the framework for Gold Exchange and SEBI (Vault Managers) Regulations, 2021. Government of India vide Gazette notification S. O. 5401(E) dated December 24, 2021, has declared “electronic gold receipts” as 'securities' under Section 2(h) (iia) of the Securities Contracts (Regulation) Act 1956, and vide Gazette notification dated December 31, 2021, SEBI (Vault Managers) Regulations, 2021, have been notified, paving the way for operationalizing of Gold Exchange. The framework for the proposed Gold Exchange is listed at https://www.sebi.gov.in/legal/circulars/jan-2022/framework-for-operationalizing-the-gold-exchange-in-india_55251.html

SEBI UPDATES

Jan - Feb 2022

27


PARTICULARS/CONTENT

6 Jan 25, 2022 Issuance of Securities in dematerialized form in case of Investor Service Requests

As an on-going measure to enhance ease of dealing in securities markets by investors, it has been decided that listed companies shall henceforth issue the securities in dematerialized form only(vide Gazette Notification no. SEBI/LAD-NRO/GN/2022/66dated January 24, 2022) while processing the following service request.

i. Issue of duplicate securities certificate;ii. Claim from Unclaimed Suspense Account;iii. Renewal / Exchange of securities certificate;iv. Endorsement;v. Sub-division / Splitting of securities certificate;vi. Consolidation of securities certificates/folios;vii. Transmission;viii. Transposition

Detailed circular and information with respect to same is available at https://www.sebi.gov.in/legal/circulars/jan-2022/issuance-of-securities-in-dematerialized-form-in-case-of-investor-service-requests_55542.html

7 Jan 27, 2022 Introduction of Special Situation Funds as a sub-category under Category I AIFs

SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”), have been amended and notified on January 24, 2022, to introduce Special Situation Funds(SSF), a sub-category under Category I AIF, which shall invest in 'special situation assets'.

In this context, the following is specified:

(a) Each scheme of SSF shall have a corpus of at least one hundred crore rupees.

(b) SSF shall accept an investment of value not less than ten crore rupees from an investor. In case of an accredited investor, the SSF shall accept an investment of value not less than five crore rupees. Further, in case of investors who are employees or directors of the SSF or employees or directors of the manager of the SSF, the minimum value of investment shall be twenty-five lakh rupees.

SEBI UPDATES

Jan - Feb 2022

28


PARTICULARS/CONTENT

c) SSF intending to act as a resolution applicant under the Insolvency and Bankruptcy Code, 2016shall ensure compliance with the eligibility requirement provided thereunder.

Further, in respect of SSF acquiring stressed loan in terms of Clause 58 of the Master Direction –Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 ('RBI Master Direction'),the following is specified:

(a) SSF may acquire stressed loan in terms of clause 58 of RBI Master Direction upon inclusion of SSF in the respective Annex of the RBI Master Direction.

(b) Stressed loan acquired by SSF in terms of clause 58 of the RBI Master Direction shall be subject to a minimum lock-in period of six months. The lock in period shall not be applicable in case of recovery of the stressed loan from the borrower.

(c) SSF acquiring stressed loans in terms of the RBI Master Direction shall comply with the same initial and continuous due diligence requirements for its investors, as those mandated by Reserve Bank of India for investors in Asset Reconstruction Companies.

This circular shall come into force with immediate effect

8 Jan 31, 2022 Change in control of the asset management company involving scheme of arrangement under Companies Act, 2013

Regulation 22(e) of SEBI (Mutual Fund) Regulations 1996 (“MF Regulations”), inter-alia, requires that no change in the control of the asset management company (“AMC”) shall be made unless prior approval of the trustees and SEBI is obtained. SEBI Circular no. SEBI/HO/IMD/DF2/CIR/P/2021/024 dated March 04, 2021, inter-alia, prescribes procedure to be followed for the change in control of an AMC.

To streamline the process of providing approval to the proposed change in control of an AMC involving scheme of arrangement which needs sanction of National Company Law Tribunal (“NCLT”) in terms of the provisions of the Companies Act, 2013, following has been decided:

I. The application seeking approval for the proposed change in control of the AMC under Regulation 22(e) of MF Regulations shall be filed with SEBI prior to filing the application with the NCLT;

SEBI UPDATES

Jan - Feb 2022

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PARTICULARS/CONTENT

ii. Upon being satisfied with compliance of the applicable regulatory requirements, an in-principle approval will be granted by SEBI;

iii. The validity of such in-principle approval shall be three months from the date of issuance, within which the relevant application shall be made to NCLT;Within 15 days from the date of order of NCLT, applicant shall submit the following documents to SEBI for final approval:

a. Application for the final approval; b. Copy of the NCLT Order approving the scheme; c. Copy of the approved scheme; d. Statement explaining modifications, if any, in the

approved scheme vis-à-vis the draft scheme and the reasons for the same; and

e. Details of compliance with the conditions/ observations mentioned in the in-principle approval provided by SEBI.

All other provisions mentioned in the para C (3) of SEBI Circular No. SEBI/HO/IMD/DF2/CIR/P/2021/024 dated March 04, 2021 regarding the procedure for Change in Control of AMC shall remain unchanged, provisions of this circular shall be

stapplicable from 1 of March 2022.

9 Feb 01, 2022 Schemes of Arrangement by Listed Entities

SEBI vide Circular No. SEBI/HO/CFD/DIL2/CIR/0/2021 dated November 16, 2021 and Circular No. SEBI/HO/CFD/DIL2/CIR/P/ 2021/0000000659 dated November 18, 2021, has notified changes to the Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 ('the circular').

In respect of the No Objection Certificate (NOC) as required in terms of Circular dated November 16, 2021 and November 18, 2021, Part I Para A 2(k) of the circular* shall read as follows:

No Objection Certificate (NOC) from the lending scheduled commercial banks/ financial institutions/ debenture trustees, from not less than 75% of the secured creditors in value.

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(*Addendum to Part I Para A 2(k) of the Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020)

Applicability of this Circular: This Circular shall be applicable for all the schemes filed with the stock exchanges after Nov 16, 2021

10 Feb 04, 2022 Disclosures in the abridged prospectus and front cover page of the offer Document

· Disclosures in the abridged prospectus

1. Section 2(1) of the Companies Act, 2013 (“Companies Act”) defines an abridged prospectus as a memorandum containing such salient features of a prospectus as may be specified by the Securities and Exchange Board India by making regulations in this behalf.

2. In terms of Regulation 34(1) SEBI (Issue of Capital and Disclosure Requirements), 2018 (“ICDR Regulations”), abridged prospectus shall contain the disclosures as specified in Annexure I of Part E of Schedule VI of ICDR Regulations.

3. Further, Section 33(1) of the Companies Act stipulates that that every application form for the purchase of any securities of a company shall be accompanied by an abridged prospectus.

4. In order to further simplify, provide greater clarity and consistency in the disclosures across various documents and to provide additional but critical information in the abridged prospectus, the format for disclosures in the abridged prospectus has been revised and is placed at Annexure A of this Circular.

· Disclosures in the front cover page of the offer document

1. Clause 1(a) of Part A -Schedule VI of the ICDR Regulations, specifies information to be disclosed on the front outside cover page of offer document.

2. Upon review of the aforesaid disclosure requirement, it was felt that due to the multitude of information which is required to be disclosed, the look and text on the front page appears to be crowded.

3. In connection to above, it may be noted that the amendments to Part A of Schedule VI including the disclosure requirements for front outside cover page were notified in the Official Gazette on Jan 14, 2022.

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4. With regard to above, a format for disclosure on front outside cover page shall be as per the format placed at Annexure B of this Circular

Annexures are available at: https://www.sebi.gov.in/legal/circulars/feb-2022/disclosures-in-the-abridged-prospectus-and-front-cover-page-of-the-offer-document_55920.html

11 Feb 09, 2022 Framework for conversion of Private Listed InvIT into Public InvIT

1. Regulation 14(6) of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (“InvIT Regulations”) provides as under:

“The Board may specify by issue of guidelines or circulars any other requirements, as it deems fit, pertaining to issue and allotment of units by an InvIT, whether by way of public issue or private placement.”

2. Regulation 16(11) of the InvIT Regulations “The Board and designated stock exchanges may specify any other requirements pertaining to listing and trading of units of the InvIT by issuance of guidelines or circulars.”

3. A Private Listed InvIT may convert into a Public InvIT on making a public issue of units through a fresh issue and/or an offer for sale in terms of the InvIT Regulations in the manner provided at Annexure –A.

4. Post issuance and listing of such units through public issue in accordance with this circular, the Private Listed InvIT shall stand transformed and shall be considered a Public InvIT and it shall be required to comply with all provisions of the InvIT Regulations prescribed for Public InvITs.

Annexure is available at: https://www.sebi.gov.in/legal/circulars/feb-2022/framework-for-conversion-of-private-listed-invit-into-public-invit_55971.html

12 Feb 09, 2022 Conversion of Private Unlisted InvIT into Private Listed InvIT

Regulation 26F of SEBI (Infrastructure Investment Trusts) Regulations, 2014(InvIT Regulations), inter-alia, provides that a registered unlisted InvIT which has issued units in terms of the provisions of chapter VIA of the InvIT Regulations, may list its units on a recognised stock exchange, subject to it complying with the requirements specified for privately placed and listed InvIT and in the manner specified by the Board from time to time.

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A Private Unlisted InvIT may list its units and convert into a Private Listed InvIT on making a private placement of units through a fresh issue and/or an offer for sale in terms of Chapter IV of the InvIT Regulations in the manner provided at Annexure –A.

Post issuance and listing of such units through private placement in accordance with this circular, the Private Unlisted InvIT shall stand transformed and shall be considered a Private Listed InvIT and it shall be required to comply with the provisions of the InvIT Regulations prescribed for Private Listed InvITs.

Annexure is available at: https://www.sebi.gov.in/legal/circulars/feb-2022/conversion-of-private-unlisted-invit-into-private-listed-invit_55972.html

13 Feb 09, 2022 Circular on Audit Committee of Asset Management Companies (AMCs)

Currently, the requirement for an Audit Committee is at the level of trustees of Mutual Funds. The working group constituted for the purpose of the regulatory revamp exercise of SEBI (Mutual Funds) Regulations, 1996and various circulars issued thereunder suggested that an Audit Committee may be constituted at AMC level.

The agenda was discussed in the Mutual Fund Advisory Committee (MFAC) and it was recommended that the AMC of mutual fund should constitute an Audit Committee.

In this regard, taking into account the recommendation of MFAC and the feedback received from the industry, it has been decided that the AMCs of mutual funds shall be required to constitute an Audit Committee. The role, responsibility, membership and other features of the Audit Committee of AMC are detailed in circular https://www.sebi.gov.in/legal/circulars/feb-2022/circular-on-audit-committee-of-asset-management-companies-amcs-_55987.html

14 Feb 14, 2022 Trading features pertaining to the Electronic Gold Receipts (EGR) segment

SEBI Board in its meeting held on September 28, 2021 approved the framework for Gold Exchange and SEBI (Vault Managers) Regulations, 2021.

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Government of India vide Gazette notification S.O. 5401 (E) dated December 24, 2021, has notified “electronic gold receipts” as 'securities' under Section 2(h) (iia) of the Securities Contracts (Regulation) Act 1956, and vide Gazette notification dated December 31, 2021, SEBI (Vault Managers) Regulations, 2021, have been notified, paving the way for operationalization of Gold Exchange. Pursuant to the said notifications, a circular dated January 10, 2022 was issued specifying the framework for operationalizing the Gold Exchange in India. 3.In continuation of the aforesaid circular and with a view to specifying the details of various aspects of the trading of EGR on the recognized stock exchange/s, guidelines covering the following subjects are prescribed in the Annexures to this circular.

I. Trade Timings–Annexure Aii. Transaction charges by stock exchanges–Annexure Biii. Call Auction in Pre-open session –Annexure Civ. Block and Bulk Deal –Annexure Dv. Price Bands –Annexure E(vi) Investor Protection Fund (IPF) &

Investor Service Fund (ISF) –Annexure Fvi. Unique Client Code (UCC) –Annexure G4.

This Circular shall come into force with immediate effect. All annexures are available at: https://www.sebi.gov.in/legal/circulars/feb-2022/trading-features-pertaining-to-the-electronic-gold-receipts-egr-segment_56063.html

15 Feb 17, 2022 Corrigendum to Master Circular for Depositories dated February 05, 2021 on Opening of Demat account in case of HUF

Please refer to SEBI Master Circular for Depositories No. SEBI/HO/MRD2/DDAP/CIR/P/2021/18 dated February 05, 2021.

In partial modification, Subsection 1.2(a) of Section 1.4of the Master Circular for Depositories dated February 05,2021 shall be replaced with the following:

“In the event of death of Karta of HUF, the name of the deceased Karta in the Beneficial Owner (BO) account shall be replaced by the new Karta appointed by the member of the HUF who in such a case shall be senior most member of the family”

Further, footnote31of Section 1.4 of the Master Circular on “Opening of demat account in case of HUF” shall be replaced with:

“Reference: SEBI letter No.SEBI/HO/MRD/DP/OW/25739/1 and 25740/1 dated September 14, 2016 and SEBI letter No. MRD/DSA1/OW/4946/2018 and 4947/2018 dated February 14, 2018”

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It may be noted that the other provisions of the Master Circular for Depositories SEBI/HO/MRD2/DDAP/CIR/P/2021/18 dated February 05, 2021 shall remain unchanged. 5. The Depositories are advised to:

i. Make amendments to the relevant bye-laws, rules and regulations for the implementation of the above decision, as may be applicable/necessary;

ii. To carry out system changes, if any, to implement the above;

iii. Disseminate the provisions of this circular on their website;

communicate to SEBI, the status of implementation of the provisions of this circular in their Monthly Development Report.

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1 Jan 03, 2022 Framework for Facilitating Small Value Digital Payments in Offline Mode

Reserve Bank had, vide circular dated August 06, 2020, permitted a pilot scheme to encourage technological innovations that enable small value digital transactions in offline mode. It was stated therein that the decision on formalising such a system would be based on the experience gained.

Pilot testing was undertaken by some entities during the period from September 2020 to July 2021. With encouraging feedback from the pilots, it was announced in the Statement on Developmental and Regulatory policies dated October 08, 2021, that a framework for carrying out small value digital payments in offline mode across the country would be introduced.Accordingly, the framework to enable small value digital payments in offline mode using cards, wallets, mobile devices, etc., is detailed in Annex. Authorised Payment System Operators (PSOs) and Payment System Participants (PSPs) – Acquirers and Issuers (banks and non-banks) - shall ensure compliance with all the applicable instructions.

2. Jan 04, 2022 Retail Direct Scheme – Market Making

RBI Retail Direct Scheme has been launched on November 12, 2021 for providing one-stop access to facilitate investment in Government Securities by retail investors. In this connection, to provide liquidity in the secondary market, a market making arrangement, wherein the Primary Dealers shall be present on the NDS-OM platform (odd-lot and Request for Quotes segments) throughout market hours and respond to buy/sell requests from Retail Direct Gilt Account Holders(RDGAHs), is available at https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=12216&Mode=0 .

3 Jan 04, 2022 Inclusion of “Airtel Payments Bank Limited” in the Second Schedule of the Reserve Bank of India Act, 1934

Recently “Airtel Payments Bank Limited” has been included in the Second Schedule to the Reserve Bank of India Act, 1934 vide Notification DoR.LIC.No.S2659/16.13.215/2021-22 dated December 02, 2021 and published in the Gazette of India (Part III - Section 4) dated January 01 - January 07, 2022

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4 Jan 05, 2022 Master Circular - Bank Finance to Non-Banking Financial Companies (NBFCs)

Master Circular has been issued by the RBI which consolidates the instructions on the matter issued up to January 04, 2022. Detailed master circular is available https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=12218&Mode=0

5 Jan 06, 2022 Basel III Framework on Liquidity Standards – Liquidity Coverage Ratio (LCR), Liquidity Risk Monitoring Tools and LCR Disclosure Standards and Net Stable Funding ratio – Small Business Customers

With the objective to better align guidelines with the BCBS standard and enable banks to manage liquidity risk more effectively, it has been decided to increase the threshold limit for deposits and other extensions of funds made by non-financial Small Business Customers from � 5 crore to � 7.5 crore for the purpose of maintenance of Liquidity Coverage Ratio (LCR).

The above modification is also applicable to deposits and other extensions of funds received from Small Business Customers referred to in the circular DBR.BP.BC.No.106/21.04.098/2017-18 dated May 17, 2018 on 'Basel III Framework on Liquidity Standards – Net Stable Funding Ratio (NSFR) – Final Guidelines'.

The revised paragraphs after incorporating the above changes inthe relevant circulars is available at https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=12220&Mode=0

6 Jan 20, 2022 Registration of Factors (Reserve Bank) Regulations, 2022

1. Every company intending to undertake factoring business shall make an application to the Reserve Bank for grant of certificate of registration (CoR) as NBFC-Factor under the Act and shall ensure compliance with PBC as stipulated in regulation 4 of these regulations.

2. Any existing NBFC-ICC, intending to undertake factoring business, shall make an application to the Reserve Bank for grant of CoR under the Act if it satisfies the following eligibility criteria:

(a) Not accepting or holding public deposits;

(b) Total assets of �1,000 crore and above, as per the last audited balance sheet;

(c) Meeting the NOF requirement as prescribed in regulation 3 of these regulations;

(d) Regulatory compliance.

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6 Jan 20, 2022 3. Any existing NBFC-ICC, which does not satisfy the above conditions but intends to undertake factoring business, shall approach the Reserve Bank for conversion from NBFC-ICC to NBFC-Factor. Such NBFC-ICCs shall comply with the PBC as specified in regulation 4 of these regulations.

4. Application for such conversion shall be submitted with all supporting documents meant for new registration as NBFC-Factor, together with surrender of original CoR issued by the Reserve Bank to the NBFC-ICC under Section 45IA of the Reserve Bank of India Act, 1934.

5. An entity not registered with the Reserve Bank under the Act, may conduct the business of factoring, if it is an entity mentioned in Section 5 of the Factoring Regulation Act, 2011 i.e. a bank or a body corporate established under an Act of Parliament or State Legislature, or a Government Company.

NBFC-Factor or eligible NBFC-ICC which has been granted CoR by the Reserve Bank under these regulations, shall commence factoring business within six months from the date of grant of CoR.

7 Jan 20, 2022 Registration of Assignment of Receivables (Reserve Bank) Regulations, 2022

1. Where any trade receivables are financed through a Trade Receivables Discounting System (TReDS); the concerned TReDS on behalf of the Factor shall, within a period of ten days, from the date of such assignment or satisfaction thereof, as the case may be, file with the Central Registry the particulars of

a. Assignment of receivables in favour of a Factor in Form I, which shall be authenticated by the authorized person using a valid electronic signature.

b. Satisfaction of any assignment of receivables on full realization of the receivables in Form II, which shall be authenticated by the authorized person using a valid electronic signature.

2. If the particulars referred in the sub-regulation (1) are not filed within the period specified therein, the Central Registrar may, on being satisfied on an application made in this behalf stating the reasons for the delay, allow the said particulars to be filed within such additional time not exceeding ten days as he may specify, upon payment of the fee as prescribed by GoI in Registration of Assignment of Receivables Rules, 2012, as amended from time to time.

Every Form for registration of any transaction relating to assignment of receivables or satisfaction of receivables on realisation shall be accompanied by the fee, as prescribed by GoI in Registration of Assignment of Receivables Rules, 2012, as amended from time to time, to be paid to the Central Registrar in the manner as may be specified by the Central Registrar from time to time

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8 Feb 10, 2022 Master Circular - Asset Reconstruction Companies

The provisions of these guidelines/ instructions shall apply to ARCs registered with the Reserve Bank of India under Section 3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. However, in respect of the trust/s mentioned in paragraph 7 herein, the provisions of paragraphs 3, 4, 5,8, 9 (i), 9(iii) 11,12,13 and 14 shall not be applicable.

ARCs covered by Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015 are required to comply with Indian Accounting Standards (Ind AS) for the preparation of their financial statements. In order to promote a high quality and consistent implementation as well as facilitate comparison and better supervision, the Reserve Bank has issued regulatory guidance on Ind AS vide circular DOR (NBFC).CC.PD.No.109/ 22.10.106/2019-20 dated March 13, 2020 which alongwith subsequent instructions on the subject is applicable on such ARCs for preparation of their financial statements from financial year 2019-20 onwards. Detailedmaster circular is available at https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=12225&Mode=0

9 Feb 10, 2022 Master Direction – Reserve Bank of India (Credit Derivatives) Directions, 2022

The draft Reserve Bank of India (Credit Derivatives) Directions, 2021 were released for public comments on February 16, 2021. Based on the feedback received from the market participants, the draft Directions were reviewed and have since been finalised. The Master Direction – Reserve Bank of India ( C r e d i t D e r i v a t i v e s ) D i r e c t i o n s , 2 0 2 2 i s a v a i l a b l e a t https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=12226&Mode=0

10 Feb 10, 2022 Transactions in Credit Default Swap (CDS) by Foreign Portfolio Investors – Operational Instructions

Foreign Portfolio Investors (FPIs) are eligible to be categorised as non-retail users and have been allowed to buy and sell CDS protection under the Credit Derivatives Directions. Necessary Directions to Authorised Persons that are eligible to deal with FPIs for transacting in Credit Derivatives in terms of the Credit Derivatives Directions are being issued hereunder.

Selling of CDS protection by all FPIs shall be subject to a limit specified by the Reserve Bank from time to time (hereinafter, aggregate limit). The aggregate

limit of the notional amount of CDS sold by FPIs shall be 5% of the outstanding stock of corporate bonds. Clearing Corporation of India Ltd. (CCIL) shall disseminate the utilisation of aggregate limit based on the reporting by the market makers for transactions in OTC market and reporting by stock exchanges for transactions on exchanges. FPIs shall not sell any CDS protection once aggregate limit is utilised. The limit utilised for CDS protection sold by the FPI shall be released upon the exit of the CDS position by the FPIs.

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Debt instruments received by FPIs as deliverable obligation and debt instruments purchased by FPIs for meeting deliverable obligation in physical settlement of CDS contracts shall be reckoned under the investment limits for corporate bonds as specified in A.P. (DIR Series) Circular No. 05 dated May 31, 2021, as amended from time to time. In case of non-availability of investment limit at the time of physical settlement, such debt instruments shall be adjusted against the revised limits in the subsequent review of investment limits.

The notional amount of protection sold by FPIs, and the debt instruments received as deliverable obligation as well as debt instruments purchased for meeting deliverable obligation by FPIs in physical settlement of CDS contracts shall not be subject to minimum residual maturity requirement / short-term limit, concentration limit or single/group investor-wise limits applicable to FPI investment in corporate bonds as specified in paragraphs 4(b), (e) and (f) respectively of A.P. (DIR Series) Circular No. 31 dated June 15, 2018.

These Directions shall come into effect from May 09, 2022

11 Feb 10, 2022 'Voluntary Retention Route' (VRR) for Foreign Portfolio Investors (FPIs) investment in debt

Enhancement of the investment limit under the Voluntary Retention Route (VRR). Authorised Dealer Category-I (AD Category-I) banks are required to follow regulations, as amended from time to time, and the relevant Directions issued under these regulations.

a. Foreign Exchange Management (Permissible Capital Accounts Transactions) Regulations, 2000 notified vide Notification No. FEMA 1/2000-RB dated May 03, 2000;

b. Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 notified vide Notification No. FEMA 3(R)/2018-RB dated December 17, 2018;

c. Foreign Exchange Management (Debt Instruments) Regulations, 2019 notified vide Notification No. FEMA. 396/2019-RB dated October 17, 2019; and

d. Foreign Exchange Management (Foreign Exchange Derivative Contracts) Regulations, 2000 notified vide Notification No. FEMA 25/RB – 2000 dated May 03, 2000.

AD Category – I banks may also refer to A.P. (DIR Series) Circular No. 34 dated May 24, 2019, on 'Voluntary Retention Route' for Foreign Portfolio Investors investment in debt, read with A.P. (DIR Series) Circular No. 19 dated January 23, 2020.

The investment limit under the VRR is increased to �2,50,000 crore from �1,50,000 crore. The updated Directions are as given in the Annex.

These Directions shall be applicable with effect from April 1, 2022.

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12 Feb 10, 2022 Rupee Interest Rate Derivatives (Reserve Bank) Directions – Review

Banks in India having Authorised Dealer Category-I (AD Cat-I) license under FEMA, 1999, shall be eligible to offer Foreign Currency Settled OIS (FCS-OIS) based on the Overnight Mumbai Interbank Outright Rate (MIBOR) benchmark published by Financial Benchmarks India Pvt. Ltd. (FBIL) to persons not resident in India as well as to other AD Cat-I banks.

Banks can undertake these transactions through their branches in India, through their International Financial Services Centre (IFSC) Banking Units (IBUs) or through their foreign branches (in case of foreign banks operating in India, through any branch of the parent bank). Banks may undertake FCS-OIS transactions beyond onshore market hours.

The instructions shall be applicable with immediate effect. The updated Directions are attached.

The instructions contained in this circular have been issued in exercise of the powers conferred under section 45W of the Reserve Bank of India Act, 1934 read with section 45U of the Act and of all the powers enabling it in this behalf. A reference is also invited to the Foreign Exchange Management (Permissible Capital Account Transactions) Regulations, 2000 ( ) and Notification No. FEMA 1/2000-RB dated May 03, 2000Foreign Exchange Management (Debt Instruments) Regulations, 2019 ( ), as Notification No. FEMA 396/2019-RB dated October 17, 2019amended from time to time.

13 Feb 17, 2022 Exim Bank's Government of India supported Line of Credit (LoC) of USD 50 million to the Government of the Republic of Maldives

Export-Import Bank of India (Exim Bank) has entered into an agreement dated February 21, 2021 with the Government of the Republic of Maldives, for making available to the latter, Government of India supported Line of Credit (LoC) of USD 50 million (USD Fifty Million only) for the purpose of defence projects. Under the arrangement, financing of export of eligible goods and services from India, as defined under the agreement, would be allowed subject to their being eligible for export under the Foreign Trade Policy of the Government of India and whose purchase may be agreed to be financed by the Exim Bank under this agreement. Out of the total credit by Exim Bank under the agreement, goods, works and services of the value of at least 75 per cent of the contract price shall be supplied by the seller from India, and the remaining 25 per cent of goods and services may be procured by the seller for the purpose of the eligible contract from outside India.

The Agreement under the LoC is effective from February 08, 2022. Under the LoC, the terminal utilization period is 60 months from the scheduled completion date of the project.

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Shipments under the LoC shall be declared in Export Declaration Form as per instructions issued by the Reserve Bank from time to time.

No agency commission is payable for export under the above LoC. However, if required, the exporter may use his own resources or utilize balances in his Exchange Earners' Foreign Currency Account for payment of commission in free foreign exchange. Authorised Dealer (AD) Category- I banks may allow such remittance after realization of full eligible value of export subject to compliance with the extant instructions for payment of agency commission.

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Brief Facts of the Case:

1. Learned Counsel for the Appellant-Operational Creditor has argued that Operational Creditor used to provide corrugated paper boxes/cartons to the Corporate Debtor and he has claimed that the Corporate Debtor never raised any dispute about quality or quantity of the supplied goods when he was supplying them. Since some payment was pending wi th the Corporate Debtor, the Operational Creditor sent demand notice under section 9 to the Corporate Debtor. In reply to this demand notice, the Corporate Debtor again did not advert to any pre-existing dispute about the quality or quantity of the goods supplied but only sought time to clear the dues. The Operational Creditor thereafter filed application under section 9 of IBC on 13.9.2020 since there was a debt in default since 27.5.2018 till 23.6.2018.

2. Adjudicating Authority (NCLT, Allahabad Bench) dismissed the application of the Operational Creditor in view of notification S.O 1205(E) dated 24.3.2020 issued by the Ministry of Corporate Affairs, Government of India on the ground that the alleged debt that is claimed to be payable in application under section 9 is below the threshold limit

stipulated in the said notification.

3. The Ld. Counsel for Appellant has also argued that the notification cannot be applied retrospectively, as has been held in the judgment of Company Appeal (AT) (Ins) No. 813 of 2021 NCLAT in Company Appeal (AT) (Insolvency) No. 557 of 2020 dated 12.10. 2020 since the notification of the Ministry of Corporate Affairs issued on 24.3.2020 is prospective in effect. Therefore, it is to be considered that the debt was payable on the date the Section 9 application was filed, on 13.9.2020. Therefore, the Operational Creditor's claim is that though the Section 9 application was filed on 13.9.2020, the debt in default related to the period 27.5.2018 to 23.6.2018. The debt which is of an amount of Rs.13,46,278/- predates the issue of notification on 24.3.2020, hence the application should be admitted.

4. The Appellant has cited the judgment of Hon'ble NCLAT in the matter of Madhusudan Tantia Vs. Amit Choraria & Anr. in CA (AT) (Ins) No. 557 of 2020 to claim that the notification dated 24.3.2020 (supra) has only prospective effect. Hence the ratio of this judgment supports his contention and this Appeal should be admitted. The Ld. Counsel of Appellant has

LANDMARK JUDGEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

Order Passed by: National Company Law Appellate Tribunal, Principal Bench, New Delhi

Case No. Company Appeal (AT) (Ins) No. 813 of 2021

Order - The appeal was heard on admission on 04.10.2021 (Virtual Mode).

Parties: � Jumbo Paper Products � � � � � ....Appellant

Versus

Hansraj Agrofresh Pvt. Ltd.�� ....Respondent

CS IP Sandeep KulkarniEmail : [email protected]

Jan - Feb 2022

47

also cited the judgments of Hon'ble Apex Court in Union of India & Ors. Vs M/s. G.S. Chatha Rice Mills & Anr., Civil Appeal No. 3249 of 2020 and Union of India v M.C. Ponnose 2020 SCC online SC 770.

5. A perusal of the judgment in Madhusudan Tantia case (supra) shows that the demand notice under section 8 was issued on 31.7.2019 and the application under section 9 was filed on 5.9.2019. Both these dates are before 24.3.2020, and therefore threshold limit of the debt as per Law at the time the application under section 9 was filed was Rs. 1 lakh. We, therefore, do not think the facts of the instant appeal are same as the facts in the Company Appeal (AT(Ins) No. 557 of 2020.

6. The other judgments cited by learned Counsel for Appellant broadly lay down that any statute/law can be applied retrospectively only if explicit provision regarding its retrospective application is made in the statute. It is seen that notification dated 24.3.2020 (supra) makes it unambiguously clear that the threshold limit to be considered for section 9 application will be Rs. 1 crore. This threshold limit will be applicable for application filed u/s 7 or 9 on or after 24.3.3020 even if debt is of a date earlier than 24.3.2020. Since the application under section 9 which is the subject matter of this appeal was filed on 13.9.2020, therefore the threshold limit of Rs. 1 crore of debt will be applicable in the present case.

7. For the above-mentioned reasons, Honourable NCLAT does not find cogent reason to admit the appeal. It is, therefore, dismissed at the stage of admission.

Conclusion:

The threshold limit of debt has been raised from Rs. 1 lakh to Rs. 1 crore vide MCA notification dated 24.3.2020. Accordingly, application under section 7 or section 9 will be admissible only if debt in default is more than the threshold amount of Rs. 1 crore.

Statute/law can be applied retrospectively only if explicit provision regarding its retrospective application is made in the statute. It is seen that notification dated 24.3.2020 (supra) makes it unambiguously clear that the threshold limit to be considered for section 9 application will be Rs. 1 crore. This threshold limit will be applicable for application filed u/s 7 or 9 on or after 24.3.3020 even if debt is of a date earlier than 24.3.2020. Since the application under section 9 which is the subject matter of this appeal was filed on 13.9.2020, therefore the threshold limit of Rs. 1 crore of debt will be applicable in the present case.

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Sr. No.

Activities conducted

Remarks

1 th40 Batch

of MSOP

thPune Chapter of WIRC of ICSI organised 40 Batch of MSOP in

online mode from 17.01.2022 to 1.02.2022. The Programme

was attended by 48 students and certificates were given to all

successful participants after completion of the programme.

2 th50 Batch of One Day Orientation programme for Executive Students

thPune Chapter of WIRC of ICSI organized 50 Batch of One Day Orientation programme for Executive Students at Pune Chapter on 30.01.2022 which was attended by 50 students. CS Kalyani Shirode was the eminent faculty for the session.

3 st51 Batch of One Day Orientation programme for Executive Students

stPune Chapter of ICSI organized 51 Batch of One Day

Orientation programme for Executive Students at Pune

Chapter on 5.02.2022 which was attended by 50 students. CS

Kalyani Shirode was the eminent faculty

for the session.

4 nd52 Batch of One

Day Orientation

programme for

Executive Students

ndPune Chapter of WIRC of ICSI organized 52 Batch of One Day



Kalyani Shirode was the eminent faculty for the session.

5 rd53 Batch of One

Day Orientation

programme for

Executive Students

rdPune Chapter of WIRC of ICSI organized 53 Batch of One Day



Harmeet Kaur was the eminent faculty for the session.

6 th54 Batch of One

Day Orientation

programme for

Executive Students

thPune Chapter of WIRC of ICSI organized 54 Batch of One Day



Kalyani Shirode was the eminent faculty for thesession.

7 th55 Batch of One

Day Orientation

programme for

Executive Students




Harmeet Kaur was the eminent faculty for the session.

Chapter Reportth th

From 19 Jan 2022 to 28 Feb 2022

By CS Vishal Patil, Secretary, Pune Chapter of WIRC of ICSI

(Email ID: [email protected])

STUDENTS' TRAINING ACTIVITIES

Jan - Feb 2022

49

Sr. No.


Remarks

8 th56 Batch of One

Day Orientation

programme for

Executive Students


Orientation programme for Executive Students at Pune Chapter

on 26.02.2022 which was attended by 31 students. CS Garima

Mehrotra was the eminent faculty for the session.

9th57 Batch of One

Day Orientation

programme for

Executive Students


Orientation programme for Executive Students at Pune Chapter

on 28.02.2022 which was attended by 26 students. CS Kalyani

Shirode was the eminent faculty for the session.

10 th06 Batch of EDP th6 Batch of 15 days EDP (15 days classroom) was organized by th ndPune Chapter of WIRC of ICSI from 14 February 2022 to 02

March 2022 in virtual mode. The batch was attended by 49

students.

11 Career Awareness

Sessions organised

for Students

Various Career Awareness Sessions were organised for Students

in various colleges and schools by Pune Chapter of WIRC of ICSI

in and around Pune wherein students were apprised about CS

Course, its scope.

OTHER PROGRAMS/MEETING

Sr. No.


Remarks

1 W e b i n a r S e r i e s o n C o m p a n y L a w I n t r i c a c i e s and Year End Compliances

Pune Chapter of WIRC of ICSI organised a Webinar series on Company st ndLaw Intricacies and Year End Compliances on 21 January 2022 & 22

January 2022.

CS S. Sudhakar, Vice-President (Corporate & Secretarial), Reliance Industries Limited & CS Mahesh C. Gupta, Practicing Company Secretary, Ahmedabad were the eminent Faculties for this Webinar.

This webinar was attended by 52 members & 02 CPE (Unstructured) were awarded to the members who had attended this webinar.

2 Meeting with Registrar of C o m p a n i e s Pune – Mr. M a n g e s h Jadhav, ICLS

Chairman- Pune Chapter of WIRC of ICSI & Secretary, Pune Chapter

of WIRC of ICSI met Mr. Mangesh Jadhav, Registrar of Companies, stICLS, Pune on 21 January 2022 and discussed on various aspects

with respect to development & betterment of members and

Students of ICSI.

3 Felicitation of President, ICSI

Felicitation of CS Devendra V. Deshpande, President, the ICSI and interaction ceremony was organized at Pune Chapter of WIRC of ICSI

ndon 22 January 2022 through Hybrid mode in the presence of the members of Managing Committee of Pune Chapter, Regional Council Members from Pune, Past President(s) from Pune, Past Regional Council Members from Pune and the Past Chairman of Pune Chapter. Members and students from Pune region joined this ceremony virtually.

CHAPTER REPORT

Jan - Feb 2022

50

Sr. No. Activities conducted

Remarks

4 Celebration of rd73 Republic

Day of India

rdPune Chapter of WIRC of ICSI celebrated 73 Republic Day of India thwith its Members, Students, Staff and their families on 26 January

2022.

Lt Col Milind Wathare (Retd.) was the Chief Guest for this Republic Day Celebration. Around 45 members and students attended the celebrations.

5 Felicitation of all the students of YUVOTSAV 2022 – 22nd N a t i o n a l Conference

Pune Chapter of WIRC of ICSI felicitated the participant [students] ndfrom Pune in the YUVOTSAV 2022 – 22 National Conference

thorganised by The Institute of Company Secretaries of India on 26 January 2022 at Pune Chapter.

6 Webinar Series on All about LLP

Pune Chapter of WIRC of ICSI organized a Webinar series on All th thabout LLP on 28 January 2022 & 29 January 2022.

CS Makarand Joshi, Partner, Makarand M Joshi & Co., was the eminent Faculty for this Webinar.

This webinar was attended by 88 delegates. 02 CPE (Unstructured) were awarded to the members who had attended this webinar.

7 S t u d y C i rc l e M e e t i n g [Webinar] on O v e r v i e w & Highlights of Union Budget 2022

Pune Chapter of WIRC of ICSI organized a SCM [Webinar] on nd“Overview & Highlights of Union Budget 2022 on 2 February 2022.

CA Ruta Chitale - Past Chairman, Pune Branch ICAI, Shri Narendra Sonawane - Member of National Executive Committee of All India Federation of Tax Practitioners (AIFTP) & CA Vaishali Kharde, Founder, Vaishali Kharde & Co, were the eminent faculties for this webinar.

This webinar was attended by 75 delegates. 01 CPE (Unstructured) was awarded to the members who had attended this webinar.

8 Webinar series on overview of ICSI Secretarial S ta n d a rd s & ICSI Auditing Standards

Pune Chapter of WIRC of ICSI has organized a Webinar Series on “Overview thof ICSI Secretarial Standards & ICSI Auditing Standards” on 4 February

th2022 & 5 February 2022.

CS Ramaswami Kalidas, Partner, BNP & Associates - Company Secretaries, Mumbai & Member of Expert Committee of ICSI on Secretarial standards & CS Raghavendra Joshi, Partner, Joshi & Joshi - Company Secretaries, Pune & Member of Expert Group of ICSI Auditing Standards Board were the eminent faculties for this webinar.

This webinar was attended by 57 delegates. 02 CPE (Unstructured) were awarded to the members who had attended this webinar.

9 Program for Students on Basics of Capital Market and Role of Depository

A webinar in association with CDSL was organized for students on th10 February 2022. Mrs. Ashwini Thorat – Khedkar, Branch

Manager, CDSL – Pune Region was the eminent speaker for the

session. In total, 35 students attended the webinar.

CHAPTER REPORT

Jan - Feb 2022

51

Sr. No.


Remarks

10 F u l l d a y Seminar onCARO 2020 & I n d - A S : I n t e r p l a y s u n d e r C o m p a n i e s Act and Role of CS

Pune Chapter of WIRC of ICSI has organized a Seminar on “CARO 2020 & thInd-As: Interplays under Companies Act and role of CS” on 12 February

2022.

CA Harsh Agrawal, Director Assurance, SRBC & CO LLP, Chartered A c c o u n t a n t s & C A V i v i a n P i l l a i , A s s o c i a t e Pa r t n e r, PricewaterhouseCoopers (PwC) were the eminent faculties for this program.

This Program was attended by 64 delegates. 04 CPE (Structured) were awarded to the members who had attended this Seminar.

11 F u l l d a y Program onI P R - 3 6 0 D e g r e e r e v i e w & p a n e l discussions - b a s i c s , management, protection, prosecution, litigation

Pune Chapter of WIRC of ICSI organized a Seminar on “IPR - 360 degree review & panel discussions - basics, management, protection,

thprosecution, litigation” on 19 February 2022.

CS Kunal Sarpal, Founder, White Collar Legal LLP, Pune, Dr. Mohan Dewan, Principal Advocate, Patent & Trademark Attorney, R K Dewan & Co, Pune & Adv. Sanjay Kher, Practicing Lawyer of Bombay High Court were the eminent faculties for this program.


12 M e e t i n g with Mr. P a r a g Kalkar, Dean S a v i t r i b a i Phule Pune University

CS Sanjay Patare, Chairman, CS Vishal Patil, Secretary, CS I U Thakur, Treasurer, CS Garima Mehrotra, Executive Officer, Pune Chapter of ICSI and CS Hrishikesh Wagh, Treasurer, WIRC of ICSI met Dr. Parag Kalkar, Dean, Department of Commerce, Savitribai Phule Pune University, Pune

rdon 23 February 2022 and discussed on various aspects with respect to student development and activities which can be done in association with the esteemed University.

13 F u l l d a y Seminar onRelated Party transactions u n d e r r e g u l a t o r y f ra m e w o r k w i t h c a s e s t u d i e s & T r a n s f e r P r i c i n g I n t e r p l a y s with RPT

Pune Chapter of WIRC of ICSI organized a Seminar on “Related Party transactions under regulatory framework with case studies & Transfer

thPricing Interplays with RPT” on 26 February 2022. CS Anoop Deshpande, Company Secretary and Compliance Officer - Sun Pharmaceutical Industries Ltd & CA Saurabh Dhadphale, Partner – Tax and Regulatory Services, MSKB & Associates LLP were the eminent faculties for this program.


14 Felicitation of CS Pass students

Felicitation of all students who had cleared their Executive &

Professional CS exam in December 2021 attempt was done by Pune

Chapter of ICSI on 28.02.2022.

CHAPTER REPORT

Jan - Feb 2022

52

WEBINAR SERIES ON- COMPANY LAW INTRICACIES AND YEAR END COMPLIANCESST ND

PROGRAM DATE: 21 JANUARY 2022 & 22 JANUARY 2022

FACULTIES: CS S. SUDHAKAR & CS MAHESH C. GUPTA

MEMORY REFRESHING

Jan - Feb 2022

53

TH THWEBINAR on “All about LLP” ON 28 & 29 JANUARY 2022Faculty : CS Makrand Joshi

MEETING WITH MR. MANGESH JADHAV, ICLS, REGISTRAR OF COMPANIES, STPUNE –ON 21 JANUARY 2022 AT ROC OFFICE PUNE

Jan - Feb 2022

54

FELICITATION AND INTERACTION CEREMONY OF CS DEVENDRA V. DESHPANDE, NDPRESIDENT ICSI AT PUNE CHAPTER ON 22 JANUARY 2022

Jan - Feb 2022

55

RD THCELEBRATION OF 73 REPUBLIC DAY OF INDIA AT PUNE CHAPTER ON 26 JANUARY 2022

MEETING WITH DR. PARAG KALKAR AT SAVITRIBAI PHULE PUNE UNIVERSITYRDON 23 FEBRUARY 2022

Jan - Feb 2022

56

WEBINAR SERIES ON- OVERVIEW OF ICSI SECRETARIAL STANDARDS & AUDITING STANDARDS TH4 FEBRUARY 2022 - FACULTY: CS RAMASWAMI KALIDAS

WEBINAR FOR STUDENTS ON BASICS OF CAPITAL MARKET & th

ROLE OF DEPOSITORY IN ASSOCIATION WITH CDSL ON 10 FEBRUARY 2022

Jan - Feb 2022

57

PROGRAM: CARO 2020 & IND-AS: INTERPLAYS UNDER COMPANIES ACT AND ROLE OF CSTH12 FEBRUARY 2022- FACULTIES CA HARSH AGRAWAL & CA VIVIAN PILLAI

PROGRAM: IPR - 360 DEGREE REVIEW & PANEL DISCUSSIONS - BASICS, MANAGEMENT, PROTECTION, THPROSECUTION, LITIGATION 19 FEBRUARY 2022 - FACULTY DR. MOHAN DEWAN

Jan - Feb 2022

58

SEMINAR ON RELATED PARTY TRANSACTIONS UNDER REGULATORY FRAMEWORK WITH CASE STUDIES & THTRANSFER PRICING INTERPLAYS WITH RPT HELD ON 26 FEBRUARY 2022

FACULTIES CS ANOOP DESHPANDE & CA SAURABH DHADPHALE

TH6 BATCH OF EDP (15 DAYS CLASSROOM MODE) ORGANISED BY TH ndPUNE CHAPTER OF ICSI IN VIRTUAL MODE PROGRAM DATE: 14 FEBRUARY 2022 TO 2 MARCH 2022

Jan - Feb 2022

59

Published and edited by CS Vikas Agarwal on behalf of Pune Chapter of WIRC of the Institute of Company Secretaries of IndiaPublished from Shreyas Apartments, Condominium C.T.S. No. 1654/1655, Sr. No. 50, Hissa No. 5 & 6, Near Gananjay Society, D.P. Road,Kothrud, Pune-411038 and Designed by Mandar Printers, Shop No. 2, 756 Kasba Peth, Pune 411011.

PUNE CHAPTER

(Under the jurisdiction of Ministry of Corporate Affairs)

Shreyas Apartment Condominium, CTS No. 1654+1655, Survey No 50, Gananjay SocietyD. P. Road, Kothrud, Pune 411 038tel 020-2539 3227, 25393229 email [email protected] Website www.icsi.edu

THFELICITATION OF CS PASSED STUDENTS ON 28 FEBRUARY 2022

TH50 BATCH OF ONE DAY ORIENTATION PROGRAMME BY PUNE CHAPTER OF ICSI (IN VIRTUAL MODE)

rdPROGRAM DATE: 23 FEBRUARY 2022

Sanhita - March 2022.cdr - ICSI

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