CLG:MCA:2016 February 15, 2016

Shri Tapan Ray

Secretary

Ministry of Corporate Affairs

Shastri Bhawan

New Delhi 110001

Dear Sir,

Sub:Para no. 7.6 of Part II of the Report of Companies Law Committee

Ref: Notice inviting comments on the Report of Companies Law Committee reg.

This is with reference to subject captioned above, wherein Ministry has invited comments

from the stakeholders in Report of Company Law Committee. In order to avoid

repetition/duplication of comments/suggestions, the Ministry desired the members/ patrons of the

Professional Institutes/ Councils/ Industry Chambers to route their comments/ suggestions through

respective Institute/Council/Chamber.

In this regard, the ICSI has invited comments from its members and other stakeholders. After

receiving the comments, the said comments / suggestions were placed before Special Meeting of the

Central Council of ICSI and after due deliberations, we hereby submit as under:

1. Para no. 7.6 of Part II of the Report of Companies Law Committee is reproduced as

under:

Section 92(2) read with Rule 11(2) prescribes that an annual return, filed by a listed

company or a company having paid-up share capital of ten crore rupees or more or

turnover of fifty crore rupees or more, shall be certified by a Company Secretary in

practice in Form no. MGT-8.The Committee considered the suggestions to expand the

scope of certification of annual return and agreed that Company Secretaries in

employment should be allowed to certify annual returns.

ICSI submissions with reference to the recommendation that Company Secretaries in

employment should be allowed to certify annual return is that the Annual Return must be

certified independently by a Company Secretary in Practice only and not by the same

person who has made the Annual Return himself.

JUSTIFICATION:

a) We submit that Part II of the Report relates to the recommendations proposing the

amendments to the Rules. Para no. 7.6 of Part II proposes amendment to the relevant

rule for allowing company secretaries in employment to certify annual return whereas

sub-section (2) of section 92 of the Act requires that the annual return filed by

specified companies shall be certified by company secretary in practice. It

is submitted that since Rules should be in consonance with the Act, the proposed

recommendation in the rules to allow employee Company Secretaries to certify

Annual Return will not be in addition but in derogation of what is prescribed in the

Act.

The legislature in its wisdom had clearly drawn the distinction of signing and

certification of annual return and also tried to distinguish that only certain category of

companies will be subject to certification.

Signing of Annual Return: Section 92(1) of the Companies Act, 2013 requires that

Annual Return of every company should be signed by a director and the company

secretary. When a director and a company secretary in employment sign the Annual

Return under section 92(1), they authenticate the correctness of the facts stated in the

return.

Certification of Annual Return: Section 92(2) of the Companies Act, 2013 requires

that the Annual Return filed by a listed company or a company having paid up share

capital of ten crore rupees or more or turnover of fifty crore rupees or more shall be

certified by a company secretary in practice.

Certification is an independent scrutiny of the information furnished by the

management of the company in the Annual Return. Since, this certification requires

independent view, it should not be done by the same individual who is in any case

required to verify the content of said Annual Return by putting his signature under

section 92(1) of the Act.

There should be two different signing mechanism one for the purpose of signing

under section 92(1) of the Companies Act, 2013 and the other for certification under

section 92(2) of the Companies Act, 2013. The maker and checker concept should

be established clearly with the verification of records.

Considering the clear intent of the legislature and respecting the views of the

committee, the recommendation to allow Company Secretaries in employment to

certify Annual Return, which is against the intent of the legislature, be withdrawn as

Rules cannot override the Act.

b) Section 6 of Company Secretaries Act 1980 prohibits certification by Company

Secretary in employment

In terms of Section 24, any person who being member of the Institute, but not having

the certificate of practice represents that he is in practice or practises as a company

secretary shall be penalised. The Company Secretary in practise is specialised in

assignment relating to certification, accordingly, certification being their forte, a

company secretary in employment should not be allowed to certify.

c) Standing Committee in its Report on the Companies Bill, 2009

The Standing Committee in its Report on the Companies Bill, 2009 recommended the

insertion of the provision relating to certification by Company Secretary in practice in

addition to the signing of the annual return by Company Secretary in employment.

The relevant extracts are as under:

“7.8 Further, the suggestion for placing an obligation on the Company to provide

every assistance to the Company Secretary in whole time practice to enable him to

verify any record or information etc. in connection with certification of annual return

of the company may be considered for inclusion in the clause.”

“7.13 The Committee recommend that the new provision requiring return to be filed

with Registrar, in case promoters‟ stake changes beyond a limit, in order to provide

audit trail of ownership may be duly incorporated in the Bill. The Committee would

also recommend in this regard that any adverse remarks or qualification, made by the

Company Secretary-in-whole time practice, while certifying the annual return, should

be necessarily explained for or commented upon in the Board’s report.”

d) Annual Compliance certificate by PCS is not a new concept. (Introduced vide

Companies (Companies (Amendment) Act, 1988)

Certification of Annual Return is not a new provision introduced by the Companies

Act, 2013. Section 161 of the Companies Act, 1956 provided for the certification by

the Practicing Company Secretaries of Annual Returns of listed companies. Further,

Section 383A of the Companies Act, 1956 provided for the annual compliance

certificate by the practicing company secretaries for the companies with paid-up

capital of Rs.10 Lacs or more and upto Rs.5 Crore. The scope of 383A (Compliance

Certificate) has been, to a large extent, done away with having regard the cost of

compliance for the smaller companies.

e) Annual Return contains critical information which requires scrutiny to provide

comfort level to stakeholders of the specified companies

Annual Return contains particulars such as registered office, principal business

activities, particulars of holding, subsidiary and associate companies, its shares,

debentures and other securities, members, promoters etc. It also states details of the

meetings of members, Board of Directors and its committees, remuneration of

directors, KMP and whole range of matters related to compliances and important non-

financial disclosures. The Annual Return thus gives at one place a comprehensive

view of the structure of the company during the year and makes vital non-financial

disclosures.

Certification of Annual Return involves verification of vital documents to check

correctness/ facts of data provided by management of the company. Accordingly,

Annual Return Certification has to be conducted by an independent professional and

this provision is aimed at self regulation.

The objective of certification is to give the necessary comfort to the various

stakeholders that the facts stated in the annual return are correct and adequate and that

the affairs of the company are being conducted in accordance with the legal

requirements. The certification also protects the companies from the consequences of

non - compliance of the provisions of the Act. Accordingly, the concept of

certification and signing are made to achieve the legal compliance process under the

Act.

Accordingly, we once again submit that the proposed recommendation in Para no. 7.6 of Part

II may be withdrawn and Annual Return must be certified independently by Company

Secretary in Practice.

Thanking you,

Yours Sincerely,

(CS Mamta Binani)

President

Shri Amardeep Singh Bhatia

Joint Secretary

Ministry of Corporate Affairs

Shastri Bhawan

New Delhi

CLG:MCA:2016 February 15, 2016

Shri Tapan Ray

Secretary, Ministry of Corporate Affairs

ShastriBhawan

New Delhi

Dear Sir,

Sub: Para No. 13.11 of Part I of the Report of Companies Law Committee

Ref: Report of Companies Law Committee

This is with reference to subject captioned above, wherein Ministry has invited comments

from the stakeholders in Report of Company Law Committee. In order to avoid

repetition/duplication of comments/suggestions, the Ministry desired the members/ patrons of the

Professional Institutes/ Councils/ Industry Chambers to route their comments/ suggestions through

respective Institute/Council/Chamber.

In this regard, the ICSI has invited comments from its members and other stakeholder. After receiving

the comments, the said comments / suggestions were placed before Special Meeting of the Central

Council of ICSI and after due deliberations, we hereby submit as under

1. Para No. 13.11 of Part I of the Report of Companies Law Committee reads as under:

At the same time, the Committee also recommended enabling a whole time Key

Managerial Personnel (KMP), holding necessary qualifications, to hold more than

one position in the same company at the same time, so as to reduce the cost of

compliance for such companies, and also to utilise the capacities of these officers to the

optimum level.

2. We submit that merging all the three positions may not be in the interest of duties. ICSI

submissions with reference to Para no. 13.11 of Part I is that one individual should hold

one position of KMP. The justification is as under:

a. Each of the Key Managerial Personnel has specificassigned role to be performed

under the Actand responsibilities being onerous, one individual would not be in a

position to effectively discharge the duties envisaged.

b. The CFO looks after the financial aspects of a company whereas the company

secretary is the compliance officer who ensures compliance of all laws, therefore the

roles cannot be said to be complementary.

c. One person holding all three key offices or more than one key offices would lead to

concentration of power in a few hands and would be against the spirit of good

governance.

d. Requirement of appointment whole time ‘KMP’ is applicable only to public

companies with a paid up share capital of Rs. 10 crore or more.

In view of the enormous challenges faced by corporates, particularly in areas related to

corporate compliances, corporate governance, Board Processes, Stakeholder Relationship

etc., services of whole time company secretary is the need of the hour, therefore individual

responsibilities of different KMPs should not be mergedand they should remain responsible

for the specific position they are holding in their organisation.

Thanking you,

Yours Sincerely,

(CS Mamta Binani)

President

Shri Amardeep Singh Bhatia

Joint Secretary

Ministry of Corporate Affairs

Shastri Bhawan

New Delhi

CLG:MCA:2016 February 15 , 2016

Shri Tapan Ray

Secretary

Ministry of Corporate Affairs

ShastriBhawan

New Delhi

Dear Sir,

Sub: Para no. 13.13 of Part I of the Report of Companies Law Committee

Ref: Report of Companies Law Committee

This is with reference to subject captioned above, wherein Ministry has invited comments

from the stakeholders in Report of Company Law Committee. In order to avoid

repetition/duplication of comments/suggestions, the Ministry desired the members/ patrons of

the Professional Institutes/ Councils/ Industry Chambers to route their comments/ suggestions

through respective Institute/Council/Chamber.

In this regard, the ICSI has invited comments from its members and other stakeholder. After

receiving the comments, the said comments / suggestions were placed before Special Meeting

of the Central Council of ICSI and after due deliberations, we hereby submit as under:

1. Para no. 13.13 of Part I of the Report of Companies Law Committee reads as under:

“Section 203(3) provides that “whole-time” Key Managerial Personnel shall not hold

office in more than one company except in its subsidiary company at the same time. The

Committee noted that Section 13 of the General Clauses Act, 1897 provides that

‘singular’ shall include the ‘plural’, unless there is anything repugnant in the subject or

the context. Thus, “whole-time” Key Managerial Personnel may hold office in more than

one subsidiary company as per the present law. Accordingly, the Committee

recommended no change in this regard.”

2. ICSI submissions with reference to Para no. 13.13 is that the provisions of section 13 of

the General Clauses Act, 1897 has to be read keeping in view the words “unless there is

anything repugnant in the subject or context” The most common rule of interpretation is

that every part of the statute must be understood in a harmonious manner by reading and

construing every part of it together. The maxim “A Verbislegis non estrecedendum”

means that you mustnot vary the words of the statute while interpreting it.

The object of interpretation of statutes is to determine the intention of the legislature

conveyed expressly or impliedly in the language used. In Santi swarup Sarkar v

pradeepkumarsarkar, the Supreme Court held that if two interpretations are possible of

the same statute, the one which validates the statute must be preferred.

Further, Supreme Court in M.T. Khan & Ors V. Government of Andhra Pradesh &

Ors [2004] RD-SC 10 (5 January 2004) granting the Leave in the appeal against order of

High Court clarified that the decisions of the High Courts including the impugned

judgment, as noticed hereinbefore, have proceeded on the basis that having regard to the

provisions of Section 13 of the General Clauses Act and Article 367 of the Constitution of

India, a singular would include a plural. The High Courts while adopting the said view, in

our opinion, committed an error insofar as they failed to take into consideration the

crucial words occurring in Article 367 of the Constitution "unless the context otherwise

requires".

It is a well-settled principle of law that the provisions of the Constitution shall be

construed having regard to the expressions used therein. The question of interpretation of

a constitution would arise only in the event the expressions contained therein are vague,

indefinite and ambiguous as well capable of being given more than one meaning. Literal

interpretation of the Constitution must be resorted to. If by applying the golden rule of

literal interpretation, no difficulty arises in giving effect to the constitutional scheme, the

question of application of the principles of interpretation of a statute would not arise only.

It is to be noted that the definition of Key Managerial Personnel is given in section 2(51)

of the Act. The same is reproduced as under:

“key managerial personnel”, in relation to a company, means—

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;”

However, when seeing it in the context of section 203 of the Act, it is “whole time key

managerial personnel” and not a key managerial personnel. It is pertinent to point out that

a whole time key managerial personnel may be a key managerial personnel in other

companies but when it is to be seen in the context of “whole time key managerial

personnel, the legislature in it wisdom has restricted to only one subsidiary and not all the

subsidiaries. If one sees above, whole time director is independently defined as one of the

key managerial personnel under section 2(51) of the Act but in the context of section 203,

whole time director is clubbed and will be categorised only as whole time key managerial

personnel if there is no managing director or manager or chief executive officer. Further

under section 2(51) of the Act, key managerial personnel may include such other persons

as may be prescribed but there is nothing as such in section 203 of the Act. Accordingly,

there is a clear distinction provided between “key managerial personnel” and “whole time

key managerial person”.

Therefore it is respectfully submitted that the Committee’s presumption that “singular

includes “plural” under the General Clauses Act is erroneous in the law and is not in the

context, which the legislature has seen.

3. ICSI submits that the appointment of Key Managerial Personnel should not be extended

to ‘subsidiaries’.The justification is as under:

a. Legislative intent is that whole time KMP should not serve in more than one

company.

We invite your kind attention to section 316 of the Companies Act, 1956 wherein it is

provided that no public company and no private company which is a subsidiary of a

public company shall appoint or employ any person as managing director (one of the

KMP under Companies Act, 2013), if he is either the managing director or the

manager of any other company (including private company which is not a subsidiary

of a public company), except as provided in sub-section (2).

b. KMP is whole time employee, which is also ‘officer in default’ under section

2(60).There are many companies which are joint venture companies which are

subsidiaries of holding companies. In addition, there are companies where holding

company and its subsidiary companies are listed entities. Further it is seen that one

holding company has layer of subsidiaries, both horizontally as well as vertically. If

the concept of one whole time KMP is also extended to all the subsidiaries, it will

impact the work of the whole time KMP and the possibilities of his devoting time and

attention will get hampered. He should not be held responsible and thereby should not

become officer in default for the non-compliances of more than one company.

c. Appointment of KMP of a holding Company in more than one subsidiary is not

possible unless it is a chain of subsidiaries.

When a person holds position in more than one subsidiary, then his position would be

that he is a company secretary in holding company, and of subsidiary company and of

other subsidiary company. Section 203 is violated when the first and second

subsidiary does not hold holding-subsidiary relationship.

d. Notes on clauses in Companies Bill refers to appointment of KMP in one Subsidiary

The Notes on Clauses in Companies Bill, 2011 relating clause 203 dealing with

Appointment of Key Managerial Personnel reads as under:

‘This is a new clause and seeks to provide that every company belonging to such class

or description of companies, as prescribed by the Central Government, shall have

managing director, or chief executive officer or manager and in their absence, a whole

time director and a Company Secretary, as whole-time key managerial personnel. It

also seeks to provide that a whole-time key managerial personnel shall not hold office

in more than one company (expect in a subsidiary) at the same time except that of a

director if company permits him in this regard. This clause further provides for

punishment in case of contravention. It indicates that a person can hold position as

Key Managerial Personnel in maximum one subsidiary.’

e. Appointing a KMP in more than one subsidiary may not justify his position

The purpose of Section 203 is promotion of compliance and governance by requiring

companies to have Key Managerial Personnel who have specified obligations under

the Act. KMPs have specific responsibilities. Appointing a person as KMP in more

than one subsidiary may not justify his position considering his role and

responsibilities.

f. Section 165 of Companies Act 2013 and Other Regulations restricts number of

directorships

There are restrictions with respect to number of directorships and their membership

in board committees under the Companies Act.

Regulation 25 of SEBI(LODR) Regulations, 2015 also restricts a person to serve as

independent director in more than seven companies. It further provides that if such

person is serving as whole time director in any listed company, shall not be

independent director in more than three listed companies.

g. Each subsidiary is a separate legal entity.

Each subsidiary is reckoned as separate legal entity for the purpose of compliance of

CSR provisions under Section 135 of the Companies Act, 2013.

h. Ceiling on number of statutory Audits does not exclude subsidiary.

Thus, it is requested that it may be clarified by way of suitable amendment in the Companies

Act that the interpretation of ‘plural’ with reference to subsidiaries relating to appointment of

Key Managerial Personnel in this report, is to be construed as ‘singular’ i.e. only one

subsidiary.

Thanking you,

Yours Sincerely,

(CS Mamta Binani)

President

Shri Amardeep Singh Bhatia

Joint Secretary

Ministry of Corporate Affairs

Shastri Bhawan

New Delhi

Part Name Heading Para No.

Suggestion

Part I –

Recommendati

ons proposing

amendments

to the Act

Definitions 1.11 MCA may either relook the proposed

amendment in context of ease of doing

business or give the shelter as provided in

section 4(7) of the Companies Act, 1956.

Justification: By adding explanation, a

private company subsidiary of Foreign body

corporate would become subsidiary of

Public Company and with the amendment,

compliances and complexes would increase.

Part I –

Recommendati

ons proposing

amendments

to the Act

Definitions 1.24 MCA may relook the recommendation with

regard to omitting the proviso to Section

2(87) dealing with restrictions on number of

layers of subsidiaries.

This power may be retained by the Ministry

which may be exercised in the times to

come. As of now, MCA has not prescribed

any restriction on limits of subsidiary.

Part I –

Recommendati

ons proposing

amendments

to the Act

Incorporation

of Companies

2.1 The recommendation for more liberal

operation regime for companies by

providing amendment in section 4(1)(c) to

allow companies to engage in any lawful

activity may be misused by corporate.

Accordingly, suitable safeguards may also be

ensured. ROCs ask for approval of the

concerned regulators like RBI for setting up

of NBFC Companies or IRDA for Insurance

Companies or similarly for telecom

companies. General object clause as

proposed will not keep a tap as to what

activity the company is going to have or in

future it will have. The section dealing with

amendment of objects clause will also get

redundant whereas it seems that nothing is

discussed by the committee seeking

amendment in the relevant section.

In the proposed amendment in the section

itself or section dealing with alteration of

object clause, may provide a provision

similar to section 149(2A) of the Companies

Act, 1956 i.e. Restriction on commencement

of business may also be provided to ensure

that at the time of commencement of any

other business, the company has approved

commencement of such business by a

special resolution and a return in this regard

is filed with MCA.

Part I –

Recommendati

ons proposing

amendments

to the Act

Incorporation

of Companies

2.2 The recommendation for reducing the

period of name reservation from 60 days to

20 days from the date of approval should

not be considered.

Justification: Practical difficulty due to:

- requirement of Apostille and notarise in

case of foreign directors;

- Requirement of 21 days notice for EGM

in case of name change

- Requirement of getting approvals from

regulators

Part I –

Recommendati

ons proposing

amendments

to the Act

Prospectus and

Allotment of

Securities

3.9 The recommendation may not be accepted

with regard to not allowing companies to

utilise the monies raised through private

placement unless such return of allotment is

filed.

Justification:

- ease of doing business;

- Filing of allotment should not be

linked with usage of money.

- Provisions of Companies Act

provides 30 days period for filing of

allotment.

Part I –

Recommendati

ons proposing

amendments

to the Act

Share Capital

and

Debentures

4.1 A clarification/explanation in regard to

situations wherein company should be

allowed to issue share at fair value which is

less than the face value.

Part I –

Recommendati

ons proposing

amendments

to the Act

Acceptance of

Deposits by

Companies

5.7 Since the intent of the modification is to

relax the punishment, minimum fine should

be based on the twice the deposit

outstanding and not twice the amount

accepted.

Part I –

Recommendati

ons proposing

amendments

to the Act

Management

and

Administration

7.10 The recommendation for requirement of

95% of the votes exercisable at such

meeting may not be restricted to EGMs only

and it should be extended to AGM also.

Justification: obtaining approval of 100% of

votes exercisable at such meeting could be

difficult.

Part I –

Recommendati

ons proposing

amendments

to the Act

Management

and

Administration

7.11 Exemption for holding EGM only in India

may also be extended to companies owned

by 100% foreign nationals.

Justification: ease of doing business

Part I –

Recommendati

ons proposing

amendments

to the Act

Accounts of

Companies

9.7 Re-filing of AOC-4 be allowed to be filed to

remove technical mistakes.

Justification: Ease of doing business.

Corporate and professional face difficulties

due to this.

Part I –

Recommendati

ons proposing

amendments

to the Act

Accounts of

Companies

9.17 The recommendation for replacing the

words "any financial year" with 'preceding

financial year' may not be agreed.

Justification:

For the requirement of falling in the criteria

of provisions of CSR, it should be based on

average of three preceding financial years

(as clarified by MCA vide General Circular

no. 21/2014).

Part I –

Recommendati

ons proposing

amendments

to the Act

Accounts of

Companies

9.21 The recommendation for replacing the

words ‘average net profit’ with 'net profit’ in

section 135(1) may not be agreed.

Justification: As the CSR activities are

undertaken on project basis.

Part I –

Recommendati

ons proposing

amendments

to the Act

Appointment

and

Qualifications

of Directors

11.4 MCA may clarify the following with regard to

appointment of Independent Director.

There are two views amongst the corporate:

1st

view:

While appointment of ID in board meeting

and then regularize him at the AGM, then

one term from such Board Meeting to AGM

(this is very short period)

– other term is from AGM to next five years.

It should be clarified that his continuance

from the position as additional director to

regular director should be considered as one

term and his period of acting as additional

director be counted while calculating the

period of one term of five years.

2nd view:

Ist term from First AGM to next five years

(which means that he is not ID from Board

meeting to AGM)

Part I –

Recommendati

ons proposing

amendments

to the Act

Appointment

and

Qualifications

of Directors

11.10 The suggestion with regard to giving the

right for filling casual vacancy at Board

meeting of private companies may be

accepted subject to the provision that casual

vacancy should be confirmed at the next

General Meeting.

Justification:

Since concept of rotation of directors is not

applicable to these companies. So, virtually

directors appointed through casual vacancy

would hold directorship for lifetime through

this provision.

Part I –

Recommendati

ons proposing

amendments

to the Act

Appointment

and

Qualifications

of Directors

11.18 The recommendation to do away with

requirement of DIN and shift to AADHAAR

may not be accepted.

Justification

- DIN may be taken by person belonging

to by nation whereas AADHAR can only

be taken by Indian national.

- MCA has evolved DIN system to over

come the difficulty in establishing

Identity of Directors of Certain

Companies, such as Vanishing

Companies. Now robust system has

been created and DIN is generated

instantly.

- DIN also facilitates control on number of

Directorship.

Part I –

Recommendati

ons proposing

amendments

to the Act

Meetings of

Board and Its

Powers

12.3 Provision similar to section 188 (3) with

regard to Post facto approval within 3

months on happening of event may be

provided for in section 177 with respect to

approval relating to related party

transaction in the Audit Committee.

Part I –

Recommendati

ons proposing

amendments

to the Act

Meetings of

Board and Its

Powers

12.7 MCA may clarify the role of Nomination and

Remuneration Committee with regard to

appointment / termination of senior

management and employees as referred to

in sections 178(2) and 178 (3).

It is suggested to either restrict its role to

senior management or give the power to

delegate for the recommendations relating

to officers.

Part-I

Loan and

investment by

Company

Meeting of

Board and Its

Power

12.20 Instead of using the words rate of interest,

the language of the section should also

suggest prescribed yield rate and not rate of

interest.

Part I –

Recommendati

ons proposing

amendments

Appointment

and

Remuneration

of Managerial

13.10 On the Committee’s recommendation that

the Board can be empowered to designate

whole time officers of the company as KMP

and accordingly the definition under section

to the Act Personnel 2(51)(v) may be modified,

This is suggested that Broader guidelines for

the Board while designating whole time

officers as KMP may be given.

Justification: Each KMP has specific assigned

role to be performed under the Act and

responsibilities are onerous

Part I –

Recommendati

ons proposing

amendments

to the Act

Appointment

and

Remuneration

of Managerial

Personnel

13.12 A provision similar to proviso to section

168(1) and as referred to in para 11.17 of

part I of this report) be incorporated giving

the KMP an option to submit their

resignation.

Justification:

Company Secretaries are facing problem

because of mis-use of power given to

companies to file their resignation.

Companies don’t file the resignation of

Company Secretaries and without their

being involved in the activities of the

companies, they are held responsible under

the provision of the Companies Act.

Also they are not able to join any other

company unless their resignation is field

from first company.

Part I -

Recommendati

ons proposing

amendments

to the Act

Registered

Valuers 17.1

Company Secretary shall also be identified

as Registered Valuer.

Part II-

Recommendati

Companies(Inc

orporation) 2.13

The registration of trade mark should not be

sole criteria as under the Trade Mark Act,

ons proposing

amendments

to the Rules

Rules, 2014 even the prior usage of any trademark is

relevant and Registration of Trade Mark is

not mandatory. Even if someone registers

the trademark later, but if someone is using

its brand prior to it, the later one will

survive. Moreover, Holding company should

not be required for the availability of the

name of it’s wholly owned subsidiary, if it is

using the name of its subsidiary. It may be

unnecessary time consuming exercise to

incorporate a SPV.

Part I-

Recommendati

ons proposing

amendments

to the Act

Acceptance of

Deposit by

Companies

5.3

The cooling period of five years after the

default is rectified, the period of five years

seems too long in this ever evolving

economy

Part II-

Recommendati

ons proposing

amendments

to the Rules

Companies(Sha

re Capital and

Debenture)

Rules, 2014

4.1

The cooling period of five years after the

default is rectified, the period of five years

seems too long in this ever evolving

economy.