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WIRCJanuary - 2017ICSI - WIRCFOCUSICSI – WIRC e-newsletterOURTHEME: Instilling Governance through Integrity1FOCUS

WIRCDetails of Editorial BoardEditor :Index1Articles :I Strong arm tactics of the MCA-Non- compliancesCS Amit Kumar JainMembers :CS Ankur Shahunder Section 135 –Whether justifiedVoting – path to contriveForesight behind Demonetization explainedthrough Interpretive Structural ModellingBombay High Court upholds claim of legal heir tonominee7122Cartoon253Dr Techlaw talks264Updates275WIRC Committees-2017296Chapter’s Contact Details307Glory of Oral Coaching Classes (OCC)318Team WIRC Chapters-2017329Chairpersons of Other Regions4710Images gallery4811Disclaimer Clause53IIIIIIV1721CS Ashok MishraCS Bhumitra V. DholakiaCS Kaushik JhaveriCS Mayur BuhaCS Nehal ThakkarCS Piyush BindalCS Rahul SahasrabuddheCS Y C RaoEx-Officio Member :CS Prakash PandyaCS Praveen SoniWIRC of ICSI Premises :13, 56 & 57, Jolly Maker Chambers No. 2 (1st & 5th Floors), Nariman Point, Mumbai –400021, Email : wiro@icsi.edu, Phone Nos. : 022- 61307900 / 61307901 / 61307902Monthly TARIFF for advertisement in Focus:TypeBack Inner CoverPageFull Page (Colour)Half Page (Colour)Half Page (B&W)Quarter Page (Colour)SizeEmployment Non-employment 18 x 18Rs. 17,500Rs. 25,00018 x 1812 x 1812 x 1812 x 9Rs. 15,000Rs. 10,000Rs. 8,000Rs. 5,000Rs. 20,000Rs. 12,000Rs. 10,000Rs. 7,000 Service tax and other applicable taxes, if any, extraAnnual Contract:(1) Out of 12 issues you have to remit only 10 issue charges, i.e. 2 issues will be free.(2) *For Principle Sponsorship: Out of 12 issues you have to remit only 9 issue charges (i.e. 3 issues will befree) – INR 9,00,000.Half Yearly Contract:(1) Out of 6 issues you have to remit only 5 issue charges, i.e. 1 issue will be free.(2)* For principle Sponsorship: Out of 6 issues you have to remit only 5 issue charges, i.e. 1 issue will be free.Term of Payment : Advance Payment in favour of ‘WIRC of ICSI’ by way of a Cheque /Demand Draft.2FOCUS

WIRCComing together is a beginning;Keeping together is progress;Working together is successHenry FordDear Professional Colleagues,CS Prakash K. PandyaChairman – ICSI WIRCAt the outset, let me extend a warm and cordialwelcome to ICSI-WIRC, your own home ground of theprofession. Our Profession has seen sweeping changes in the year 2016 viz,emergence of GST, NCLT, Bankruptcy code and many more. The CompanySecretaries are expanding their horizons to various avenues apart from thetraditional and conventional areas of the yester years. Company Secretaries areregarded as a composite package – from traditional secretarial field tocompliance officer of not only corporate laws but also of other allied laws.Slowly we are moving towards, may I say, specialist mercantile lawyer –whether as in-house counsel or practitioner.When I sat down to pen this maiden communication as the Chairman of one ofthe largest Region of ICSI which has seen many illustrious predecessors therewere mixed feelings and emotions in me. However, my delight has beenovershadowed with the mammoth amount of responsibility which I have toshoulder during the tenure as Chairman of this region. I have been a part of thisregion from my student days to till date and I consider it as a blessing for theabundant opportunity this region has given to me. I am humbled by theconfidence reposed on me by my esteemed members in the council and thekind wishes which I have received from my seniors and other members.Friends, we are planning to offer a sumptuous platter for you during the yearviz. research initiatives, workshops, more half-day seminars and round tablestudy circles of topical relevance, conferences, webinars and many more tocome. Very soon you will be witnessing a new incarnation of FOCUS magazine,which will be featuring insightful and useful articles, interviews withregulators and other icons, cartoons to balance the mood etc.I am taking this opportunity to urge all the members of the region to extend awhole-hearted support for all the activities and initiatives of WIRC.I thank Mr. Sanjay Kumar Nagar, Joint Secretary who acted as theAdministrator of WIRC and upholding the confidence of the Regional Council.My thanks to CS Dinesh C. Arora, Secretary for the ever supportive approachand commitment towards ICSI and guiding WIRC during its tough times.3FOCUS

WIRCLet me take this opportunity to congratulate CS (Dr.) Shyam Agrawal who hasbeen elected as President of ICSI for the year 2017. Our joy knew no boundswhen we heard that CS Makarand Lele from our region was elected as the VicePresident for the year 2017. When CS Makarand Lele was the Chairman ofWIRC in 2011 I had the privilege of working very closely with him as theSecretary of the Regional Council. This gives me a feeling that the history hasrepeated and we are again getting an opportunity to work together for thedevelopment of ICSI aswell as WIRC. I am sure that ICSI will reach largerheights under the stewardship of CS (Dr.) Shyam Agrawal and CS MakarandLele. On behalf of WIRC let me assure the President and Vice President aconcrete support for all the developmental initiatives of ICSI.The new teams have assumed their office in the Chapter level as well fromJanuary 19,2016. It is satisfying to note that all the chapter teams are young,bubbling with energy and a quiver full of novel ideas. Let me wish them all thevery best and assure you to extend all sort of possible support for thedevelopment of profession. WIRC is looking forward to lot of collectiveinitiatives with the Chapter during the year.Friends, Success can be achieved only by TEAM efforts and it is saidthat TEAM signifies Together Everyone Achieve More. It is also said that Smalldrops of water makes the mighty ocean. Hence I sincerely appeal all themembers of the region to wholeheartedly and selflessly support variousactivities of WIRC. It is worth mentioning that the Company SecretariesBenevolent Fund(CSBF) is an excellent initiative of ICSI to help its members aswell as their families at the time of contingency. I would appeal to those whohave not become member of CSBF, to get enrolled as its member and reap itsreturns. You may refer http://www.icsi.edu/csbf/Home.aspx to know moreabout CSBF. Alternatively, you may also contact the Western India Regionaloffice, Mumbai or your respective chapters to know more about CSBF.Your suggestions are important to us to grow. It is your criticisms which isgoing to make us stronger and not your compliments and we are very keen toreceive your feedback. Do write to me at chairman.wirc@icsi.edu. We lookforward to receiving you for the WIRC activities as a member-participant in thedays to come. Also write to me stating your ideas and the areas which youwould like to contribute at WIRC level for the development of profession.I have not touched upon some of the cardinal issues as I have to rush mymessage to the press to meet the timelines. However, I will be covering thosein the coming issues and once again looking forward to see you all on the boardfor a meaningful and rewarding journey for one year.Vande Mataram; Jai HindProfessionally yours,CS Prakash K PandyaChairmanICSI-WIRC4FOCUS

WIRCCS Makarand LeleVice-President, the ICSISECRETARYCHAIRMANCS (Dr.) Shyam AgrawalPresident, the US

WIRCTEAMWIRC-2017Shri Prakash PandyaChairmanShri Praveen SoniSecretaryMs. Shilpa Kedar DixitVice-ChairmanShri Ashish KarodiaTreasurerMs. Swati Yash BhattRegional CouncilMemberShri Amit Kumar JainRegional CouncilMemberShri Devendra VasantDeshpandeRegional CouncilMemberShri Chetan PatelRegional CouncilMemberShri Hitesh KothariRegional CouncilMemberShri Rishikesh GaganVyasRegional CouncilMemberShri Kamlesh JoshiRegional CouncilMemberShri Makarand LeleVice-President ICSIShri Ashish DoshiCentral CouncilMemberShri Atul H MehtaCentral CouncilMemberShri Ashish GargCentral CouncilMemberShri Mahavir LunawatCentral CouncilMember6FOCUS

WIRCAuthored byWorking withe-mail: CS Ramaswami Kalidas: Reliance Power Limited: ramaswami.kalidas@hotmail.comIntroductionIt is a matter of great consternation that the Department of Company Affairs isworking overtime to book companies for alleged violations of the provisions ofSection 135 of the Companies Act, 2013(hereinafter the “Act”).Show cause Notices arebeing issued to companies on various grounds of non-compliances. Considering thefact that Section 135 by itself does not contain any penal provisions, proceedings arebeing initiated under Section 441 of the Act and companies are being asked to showcause as to why they should not be directed to file applications for compounding ofoffences allegedly committed by them under Section 135. The alleged offences coverthe entire gamut of conceivable non-compliances ranging from failure to incurexpenditure for CSR activities against statutory obligations, failure to constitute a CSRCommittee, failure to include in the Report of the directors as called for under Section134(1)(o)of the Act, details about the CSR policy developed and implemented by thecompany during the year even in cases where no expenditure had been mandatedeither due to the absence or the net profits being below the prescribed thresholds.It is against this background that it would be appropriate to analyse the legalprovisions contained in Section 135 , to also examine the vires of the MCA GeneralCircular No.21/2014 dated 18.6.2014 on the strength of which such notices are beingissued . Iin our view the said circular travels beyond the scope of the Act. TheDepartment appears to be oblivious to the amendment proposed to the Section underthe Companies (Amendment)Bill, 2016 which has unfortunately gone into cold storageand the recommendations of the Company Law Committee .A deep dive into the aboveprovisions will soon reveal that the overdrive launched by the MCA to bring ostensiblyto book the recalcitrant companies is in many cases somewhat misplaced, is legallyuntenable and not entirely based on a proper appreciation of the statutory provisionsof the Act .Section 135(1)-Year of applicability of the prescribed thresholdsWe are aware that Section 135 has been made enforceable in the StatuteNotification no.SO 582(E) dated 27.2.2014 with effect from 1.4.2014.videSection 135(1) provides that every company :a) having a net worth of rupees five hundred crores or more orb) a turnover of rupees one thousand crores or more or a net profit of rupees fivecrores or morec) a net profit of rupees five crores or more ,during any financial year(Emphasis supplied) shall constitute a CSR Committee of theBoard consisting of three or more directors out of which at least one director shall bean independent director.7FOCUS

WIRCIt is pertinent to note that the above thresholds are mutually exclusive and if acompany comes within the ambit of one of the above , it will be necessary for it toconstitute in the first place a CSR Committee of the Board with the requiredcomposition of directors. The Sub-section makes use of the expression “during anyfinancial year”. It does not provide any insight as to the particular financial year inrespect of which the prescribed thresholds are to be applied. As the Section hasbecome applicable to the financial year 2014-15, it would be a logical conjecture toassume that the reference should to the preceding financial year ended March,31, 2014.Any other presumption would necessarily bring in an element of retrospectivity tothe provision, a consequence which is totally undesirable in what is a essentially aprocedural law.It is also pertinent to note that Section 135(1) only calls for the constitution of the CSRcommittee in cases where the prescribed thresholds are breached.Section 135(5) –Provides for determination of quantum of CSR spends based onaverage profits for three preceding financial yearsIn contrast to Section 135(1), Section 135(5) sets out the obligations to make CSR spendsin applicable circumstances. It provides that the CSR spends should be at leastequivalent to two percent of the average net profits of the company made during thethree immediately preceding financial years .The Section having been introducedwith effect from April, 1, 2014, in its first year of applicability, the CSR spends have tobe determined with reference to the average net profits during the three immediatelyfinancial years.It is pertinent to note that the terminology of “three immediately preceding financialyears” is used only in Section 135(5) in contra-distinction with Section 135(1) whichspeaks only about “any financial year”. From this it is abundantly clear that thethresholds for net worth and turnover should be applied in the first year of operationof the Section with reference to the status obtaining as of March,31, 2014 as per theaudited financial statements of the company. Only Section 135(5) provides themechanism for determining the quantum of CSR spends thus making it necessary toconsider the net profits for the preceding three financial years.Will the three year bench mark under Section 135(5) apply to every companyNeither Section 135(5) nor the Rules introduced by the MCAthrough theCompanies(Corporate Social Responsibility Policy) Rules, 2014 address the questionas to how the bench mark under Section 135(5) has to be applied in the case of acompany which has not been in existence for three years or more as of April,1, 2014.Inour view, if a company has been in existence only for say two years as of April,1, 2014,the quantum of CSR spend should logically be based on average net profits for the lasttwo years , given the legislative intent under Section 135(5).Net Profit includes “Loss”Section 135(5) speaks only about the consideration of the net profits for the precedingthree financial years for computing the quantum of CSR spends. What if a companyhas net losses in any of the intervening period of three years. The term ”profit”connotes the idea of pecuniary gain.(Shivamurthy Swami v Agadi SangannaAndanappa (1971)(3)SCC 870.The term “profit” has been held to mean for the purposes of Section80 HHC (1) and (3)of the Income Tax Act, 1961 to mean a positive profit worked out after taking intoconsideration the losses , if any.(A.M.Moosa v Commissioner of Income Tax(2007)(9SCR831).8FOCUS

WIRCIn Commissioner of Income Tax v Harprasad &Co.P.Ltd (99 ITR 118),the Supreme courthas held that “for the charging provisions of the Act, it is discernible that the words”Income “ or “profits and gains” should be understood as including losses also , so that, in one sense, ”profits and gains ”represent” plus income” whereas losses represent”minus income” .In other words, loss is negative profit” .From the above it follows that while computing the average profits for the threepreceding years, if a company has incurred for any year net loss, the same should betaken into consideration while determining the average net profits.Para V of MCA General Circular No. 21/2014, dated 18.6.2014- Not legally sustainableWords used in a Statute cannot be substituted or expandedIn response to the several references and representations from the stakeholdersseeking clarifications on the provisions under Section 135 of the Act, the above circularwas issued. Para V of the circular, clarifies the term “Any financial year” as appearingin Section 135(1), and states as under:“Any Financial year” referred under sub-section (1) of Section 135 of the Act read withRule3(2) of Companies CSR Rule,2014, implies ”any of the three preceding financialyears”In our view, the above extract is not legally tenable as it adds to Section 135(1) wordswhich do not form a part of the sub-section. The above para has the effect of extendingthe amplitude and contours of the term ”any financial year” as contained in subsection(1).It is a settled principle of Statutory Interpretation that the language of the Legislatureis primarily to be gathered from the language used which means that attention shouldbe paid to what has not been said.(Gwalior Rayon Silk Mfg(Wvg.)Co.Ltd v custodian ofVested Forests(AIR 1990 SC 1747 at page 1752).As a consequence, a construction whichrequires for its support addition or substitution of words or which results in rejectionof words as meaningless has to be avoided.(Shyam Kishori Devi v Patna Municipalcorporation, AIR 1966 SC 1678).In Pinner v Everrett(1969)3 All ER 257) the Court observed that it is wrong anddangerous to proceed by substituting some other words for words for the Statute. Theabove observations have been considered in several citations by the Indian courts. InState of Kerala v Mathai verghese(1986)(4 SCC 746) the court has observed that theCourt cannot reframe the legislation for the very good reason that it has no power tolegislate.From the above, it is clear that words used in the Statute cannot be substituted orexpanded either by the Judiciary or through sub-ordinate legislation intended to beclarificatory in nature. Besides, circulars or instructions which have no statutorybacking do not amount to law and cannot dilute or override the effect of aconstitutional or statutory provision.(Municipal Corporation Amritsar v SeniorSuperintendent of Post Offices, Amritsar division (AIR 2004 SC 586).In the light of the foregoing, it is respectfully submitted that the relevant portion of theGeneral circular as discussed above is legally unsustainable and suffers frominfirmity.Amendment proposed to Section 135(1) by the Companies Amendment Bill, 2016With a view to ease the rigors of procedure in the Act, several amendments have beenproposed to the Act by the companies Amendment Bill 2016 which has been referredto a select parliamentary Committee for review. Readers are aware that the bill wasplaced in parliament in March, 2016 and has unfortunately gone into cold storage.9FOCUS

WIRCThe bill, inter alia, proposes to amend Section 135(1) by substituting the words ”anyfinancial year” by the words ”the immediately preceding financial year”.The proposed amendment vindicates our stand that in Section 135(1) the referenceonly should be only to the financial year ended March,31 ,2014 where it comes to theapplication of the bench marks of “net worth” or “turnover” as contemplated in theprovision.Recommendations of the Company Law CommitteeAs a prelude to the Companies Amendment Bill, 2016, by an office order dated June,4,2015, the Ministry of Corporate Affairs, had constituted, under the chairmanship of theSecretary, Ministry of Corporate Affairs, the Company Law Committee to , inter alia,make recommendations on the issues arising from the implementation of theCompanies Act, 2013.The Committee , has, since submitted its Report to theGovernment.It is pertinent to note that in Paragraph 9.17 of its Report, the Committee hasrecommended that the words “any financial year” as appearing in section 135(1) bereplaced by the words ”preceding financial year”.The Report of the Company Law Committee as also the amendment proposed in thecompanies Amendment Bill, 2016, conclusively demonstrate that in section 135(1) thereference should be only to the immediately preceding financial year.Section 135(1) should be distinguished from Section 135(5)We would reiterate our earlier submission that the tapestry weaved in Section 135(1)is different from Section 135(5). Put differently it is only where a company has a networth of rupees five hundred Crores or more or a turnover of rupees one thousandcrores or more in the financial year ended March, 31, 2014 should it be under obligationto constitute a CSR Committee as required under Section 135(1).If in addition tosatisfying the above criteria in Section 135(1), the company has reportable profits basedon the average of the net profits for the immediately preceding three financial yearsit shall be under statutory obligation to incur the mandatory expenditure towards CSR.It therefore follows from the above that if a company had satisfied either the net worthor the turnover criteria in either financial year 2011-12 or 2012-13 but not in thefinancial year 2013-14 and in addition it has no mandate to have spends for CSR basedon average profitability, it should not be called upon to constitute a CSR Committee inthe financial year 2014-15.It is viewed with concern that the offices of the Registrar of companies are issuingnotices on companies for not constituting a CSR Committee or for not reporting in theBoard’s Report under Section 134 on the CSR activities carried out in the year 2014-15even in cases where the company had no obligation to make CSR spends based on itsaverage profitability in the financial year 2014-15 nor was it called upon to constitutethe CSR Committee based on its turnover or net worth for the financial year endedMarch,31, 2014. If the subject company had satisfied either the net worth or turnovercriteria in either financial year 2011-12 or in 2012-13 but did not meet with the criteriafor the year 2013-14 , it is under no obligation u/s 135(1) to set up a CSR Committee ofthe board during the financial year 2014-15.That the Department is trigger-happy on this score is evident from the fact that in thecase of one company , the tangible net worth was in excess of the threshold in the year2011-12 only. The net worth was below the threshold both for the years 2012-13 and2013-14.Its turnover for all the three years under consideration was below theprescribed bench mark and the company had no obligation for making spends in theyear 2014-15 since it did not have reportable profits based on the average of the10FOCUS

WIRCpreceding three financial years. Yet the Company has been served a show causenotice for not setting up the CSR Committee as also for not reporting on CSR activitiesin the Board’s Report for the Financial year 2014-15. While justifying the action taken,the office of the ROC has also referred to the Departmental circular dated June, 18,2014, the legality of which has been discussed at length in the foregoing discussion.To put the facts in the right perspective, we are of the view that precipitatory action ofthe genre being taken by the Registrar’s office would be justified only if the errantcompany had legal obligation to have spends for CSR in the year 2014-15 and it hadeither under spent or had not incurred any expenditure at all towards CSR and it hasalso not stated in the Report of its directors , the reasons for not spending the amountas called upon by the second proviso to Section 135(5).Alternatively, if the companybased on either the net worth or turnover criteria for the financial year endedMarch,31, 2014 had to constitute a CSR Committee, it should report in its Report of thedirectors for the year 2014-15 about the committee having been constituted ,itscomposition, the fact that a CSR policy has been formulated .If the company wereunder no obligation to incur CSR costs in the year 2014-15 due to absence or paucity ofnet profits , the Board’s Report should state that it had no obligation to incur CSR costson grounds of lack of profitability.Requirement to set up CSR Committee should be necessary only when CSR spendsare mandatedAs the existence of net profits of the stipulated level is the sine quo non behind thetrigger point for incurring CSR costs, in our view, the need to set up a CSR Committeemerely upon satisfying either the net worth or turnover criteria should not legallyarise unless the company has to incur CSR costs based on its net profits. Otherwisesetting up a Committee merely to satisfy the requirement of law would serve nopurpose as the committee would have no role to play in the absence of liability to incurcosts. The Committee would be merely ornamental unless the company is consciousof its voluntary obligation to sub-serve the interests of the stakeholders in the Societyregardless of whether it has a legal obligation to have CSR spends or not.ConclusionIn our view, the MCA has gone on an overdrive and is trigger-happy in its endeavorto bring to book alleged contraventions of the provisions of CSR .There is indeed a casefor exercise of restraint in the matter and penal action should be initiated only wheresuch action can be justified on grounds of law. It would not be out of place to state thatthe Company Law committee has had the foresight to recommend in paragraph 9.24of its Report that as the requirements relating to CSR are new, all companies shouldbe given the required flexibility for a reasonable period say five years to experiencethe implementation of this provision as otherwise it would defeat the intent behind theprovision. This observations of the Committee , we would add, have been made inthe context of providing to companies the required flexibility over deciding on theareas to be ear-marked for CSR activities and the manner in which such expenditureshould be incurred ,whether directly or through an accredited intermediary.Notwithstanding, the sentiment expressed should be applied in good measure whereeven it comes to implementing other requirements relating to CSR. Otherwise, thecorporate Sector which is already wilting under the over burden of a multitude ofcompliances called upon not only under the Act but under allied legislation maysuccumb, as it were, to the proverbial last straw which broke the camel’s back.11FOCUS

WIRCAuthored bye-mail: CS Dharmesh Vankar: dharmeshvankar22@gmail.comVote for !!!!!!Vote for !!!!!!I am sure that most of the readers have heard this kind of wording once upon a timein life, especially during election. Voting means to select or approve. In general itmeans a formal indication of a choice between two or more candidates or courses ofaction.Most of the times, people consider the voting as a time consuming or irrelevant matteror consider voting day, especially during Election Day as a “Chutti”. Some of the readermight get flash back from the movie named Bhootnath returns where Bhootnath (Mr.Amitabh Bachachan) throws light on the mind set of voters.Let’s go towards topic: Since the Company is an artificial judicial person, it requiresholding meeting of shareholders – Annual General Meeting or Extra Ordinary GeneralMeeting. In this article, we will focus mainly on the Annual General Meeting.Annual General Meeting – wording depicts meeting which is held annually. Section 96of the Companies Act, 2013 enjoins that every Company [other than One PersonCompany (OPC)] to hold a general meeting as its annual general meeting in additionto any other meeting each year. In short, AGM should be held each year.Suppose, if meeting is adjourned to next calendar year, then it doesn’t become themeeting of that calendar year. [Sree Meenakshi Mills Co Ltd V. Asst. Registrar of JointStock Companies [1938] 8 Comp Cas 175 (Mad)]The first Annual General Meeting shall be held within a period of 9 months from theclosing of first financial year as against 18 months from date of incorporation asprovided under the 1956 Act. Other than first AGM, every annual general meeting shallbe held within a period of six month of closure of financial years. (i.e. 30th Septemberis due date for holding annual general meeting except extension sought by theCompany for holding AGM.) [Third proviso to Sec. 96(1) of Companies Act, 2013]WHY TO HOLD AGM?As per Section 96 of the Companies Act, 2013, following business are normallytransacted at AGM:-Approval & adoption of financial statementsDeclaration and approval of dividendAppointment of statutory auditorAppointment of directors in the place of those retiringThe above mentioned businesses can be approved and opined by shareholders by wayof voting, either in favour or against or sometimes shareholders feels that to remain12FOCUS

WIRCneutral is beneficial for them. If a motion gets support of the required members in ameeting, it becomes resolution.Who has right to vote at Meeting?Equity shareholders have a right to vote on every resolution of the Company.Preference shareholders have a right to vote only on such resolutions which- directly affect their rights;- For winding up of the Company; and- For repayment or reduction of share capital.Preference shareholders have a right to vote on all resolutions of the Company at anymeeting if their dividends are in arrear for an aggregate period of not less than 2 year.[Surya Kant Gupta v. Rajaram Corn Product (Punjab) Pvt. Ltd., (2008) 84 CLA 310(CLB)]Debenture holders don’t have direct right s to be heard or vote at meeting.ProxiesMember who is entitled to attend and vote at the meeting, can appoint another personas a proxy to attend and vote at ameeting on his behalf. However, a person appointedas proxy doesn’t have a right to be heard at a meeting and he can vote only on pollunless Articles of Association of Privateotherwise.(Sec.105 of Companies Act, 2013)LimitedCompanyprovidesA member of Section 8 Company Limited by Guarantee shall not be entitled to appointany other person as his proxy unless such other person is also a member of suchCompany but if the articles of the Company permits, proxy can vote by way of show ofhands also.Where the articles of a private company provide for voting by show of hands by aproxy, the chairman in counting the number of votes must count the vote of eachperson who holds proxies as a single vote and not count a vote for each of the memberswhose proxies he holds. [(Earnest v. Loma Gold Mines Ltd., (1897) 1 ch 1]For making proxy form valid, there should be a payment of proper stamp duty underStamp Act, unstamped proxy form should not be considered. The Chairman of ameeting has authority to accept unstamped proxies but the chairman should keep inmind the repercussion which may arise due to acceptance of such unstamped proxies.(M. G. Mohanraj v. Mylapore Hindu Permanent Fund Ltd (1990)1 Comp LJ 87 (Mad).No person shall act as proxy on behalf of members exceeding 50 and holding inaggregate more than 10% of total share capital of the Company carrying voting rights.[Fourth proviso to Sec.105 (1) read with rule 19(2) of Co

Working together is success Henry Ford Dear Professional Colleagues, At the outset, let me extend a warm and cordial welcome to ICSI-WIRC, your own home ground of the profession. Our Profession has seen sweeping changes in the year 2016 viz, emergence of GST, NCLT, Bankruptcy code and many more. The Company

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