E-Bulletin Exe May2022

MAY
2022
2022
STUDENT 0
055
COMPANY SECRETARY
[e-Journal for Executive & Professional Students]
STUDENT COMPANY SECRETARY
[e-Journal for Executive & Professional Students]
May 2022
President Contents
CS Devendra V. Deshpande
From the President 1
Vice President
Recent Initiatives for Students 3
CS Manish Gupta
I. ACADEMICS
Articles 6
Editorial Team
Practice Mentor 15
CS Alka Kapoor
Regulatory Updates 25
Joint Secretary (SG)
Archana Kaul Company Law Corner 45
Joint Director Legal World 53
CS Lakshmi Arun
II. STUDENT SERVICES 60
Joint Director
Mahesh Airan III. EXAMINATION 97
Assistant Director IV. MEMBERSHIP 118

CS Puneeta Ahuja V. NEWS FROM REGIONS 121
Executive (Academics)
Directorate of Academics
© The Institute of Company Secretaries of India.

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INFO CAPSULE Announcement for theSERIES
CASE DIGEST Students
Case Digest forhttps://www.icsi.edu/students/sample-
the Students and Members are available at
https://www.icsi.edu/infocapsule/ the Website of the Institute and may be accessed at :
case-studies/
https://www.icsi.edu/student/sample-case-studies/
Case Digest for the Students and Members are available at

the Website of the Institute and may be accessed at :
https://www.icsi.ed/student/sample-case-studies/
SUBJECTWISE MONTHLY GUIDELINE ANSWERS

UPDATES https://www.icsi.edu/students/academic-
https://www.icsi.edu/students/subjectwise- portal/guideline-answers/
monthly-updates/
Announcement for the Students

Students are invited to contribute articles for Student Company Secretary e-journal
for the month of June at academics@icsi.edu
on the topic
“Bharat ki Azadi ka Amrit Mahotsav”
Selected Articles will be published in the June issue of

Student Company Secretary e-journal
From the President
“The real test of a human being is not what he knows but what he learns.”
Dear Students,
Come May, and for the CS students what begins is a countdown – a day by day count to the final
touchdown with the June session of Examinations. While on one side, the syllabus, the study
material, the reference materials loom in their shadows, the peer pressure as well as the hopes of
near and dear ones are pinned upon expectantly.
Without making the situation any denser than it already is, given my own set of experiences as a
student, I would like to offer you some pieces of advice and guidance of my own accord. Friends,
any examination is not just a test of the knowledge garnered or the material crammed; rather it is
a test of your conviction, your perseverance, your passion and your ‘never say die’ attitude. It is a
true test of your ‘holding on’ than ‘letting go’ and more importantly a depiction of the art of facing
the challenges and finding new ways to achieve the goals and intended objectives.
The theme for this month’s bulletin has been thoughtfully kept at ‘CS - A Preferred Professional’.
Although the name makes it aptly clear, the thought, the intent and idea behind holding our
deliberations on this theme and this topic – both with our members and our students is to create
an ideology, build a thought process and to generate a common line of action.
STUDENT COMPANY SECRETARY | MAY 2022 1

From the President
The corporate world – not only in the Indian Diaspora but on global grounds too, is thronged by
persons of abilities, capabilities, knowledge and skill. While the competition amongst our friends
to gain highest marks may seem to be palpable enough but the one looming on the outside is what
I would want all my members and students to be prepared and geared up for.
It goes without saying that as a Company Secretary myself and even more as the President of our
alma mater, I hold the aspiration of watching the Company Secretaries, the Governance
Professionals to be the most preferred professional among them all.
With this hope and extending my very best wishes to all of you for the CS Examinations June 2022,
I hope that you all put in your best of best efforts and begin the journey you are so desperately
waiting for…
Keep Growing, Keep Shining !!!
Warm regards,
(CS Devendra V. Deshpande)

President
The Institute of Company Secretaries of India
2 MAY 2022 | STUDENT COMPANY SECRETARY

Recent Initiatives for Students
RECENT INITIATIVES FOR STUDENTS
1. The Student Company Secretary e-journal for Executive / Professional

programme students of ICSI has been released for the month of April, 2022. The
same is available on the Institute’s website at the weblink: https://www.icsi.edu/e-
journals/
2. The CSEET Communique (e-bulletin) for the month of April, 2022 containing the
latest updates in respect of Papers of the CSEET has been placed on the ICSI website.
The same is also available at the CSEET Portal at the Institute’s website at the
weblink: https://www.icsi.edu/students/cseet-e-bulletin/
3. The CS Foundation course e-bulletin for Foundation programme students of ICSI
has been released for the month of April, 2022. The same is available on the
Institute’s website at the weblink: https://www.icsi.edu/e-journals/
4. CSEET Guide – I (Business Communication, Legal Aptitude and Logical Reasoning,
Economic and Business Environment) and CSEET Guide – II (Current Affairs)
containing MCQs have been released for the CSEET registered candidates.
5. The CSEET Reference Reading Material - I (Business Communication, Legal
Aptitude and Logical Reasoning, Economic and Business Environment) and CSEET
Reference Reading Material - II (Current Affairs) have been revised. The same is
available at the weblink: https://www.icsi.edu/reference-reading-material/
6. Info Capsule is being issued as an update on daily basis for members and students,
covering latest amendments on various laws for the benefit of our members and
students. The same is available on the ICSI website at the weblink
https://www.icsi.edu/infocapsule/
7. ICSI Conducted 16th Samadhan Diwas on Wednesday, 11 th May, 2022
The Samadhan Diwas is an initiative by the ICSI towards on the spot solution of the
grievances of the students. The ICSI has successfully organized Sixteenth Samadhan
Diwas on Wednesday, 11th May 2022. The focus of the Samadhan Diwas was to
facilitate the stakeholders to resolve their queries on the spot. In the Samadhan
Diwas student got opportunity to present their case and directly interact with ICSI
officials.
8. Commencement of Online Doubt clearing classes for the students appearing in
June 2022 Examination
Students are required to register at the following link to attend the classes.
https://tinyurl.com/uz7j7jf

9. CSEET students and can now register for CSEET Classes at the time of CSEET
Registration.
Link for registration is
https://smash.icsi.edu/Scripts/CSEET/Instructions_CSEET.aspx
10. Examination Enrolment Status for June, 2022 Session
Students appearing in June 2022 examination can check their preliminary exam
enrolment status at the following link
https://smash.icsi.edu/Scripts/Enrollment/Admin/PreliminaryEnrStatus.aspx
11. CSEET passed students can now register for Executive Programme Classes at
the time of Executive Programme Registration
Link to register
https://smash.icsi.edu/Scripts/CSEETregistration/Instructions_CSEETreg.aspx
12. All India Company Law Quiz-2022
All India Company Law Quiz facilitates enhancing participation levels and the
competitive spirit among the students. The Registration for the competition is being
done through online mode and the online window for registration shall be open
from 10.00 am on 20th April 2022 till 05.00 pm on 31st May 2022.
For more details, please click here
https://www.icsi.edu/media/webmodules/salient_features_CompanyLawQuiz2022.pd
f
13. Automatic Switchover from Old Syllabus (2012) to New Syllabus (2017)
All Executive & Professional Programme Students of old syllabus (2012) whose
registrations are valid but have not cleared the Executive & Professional Programme
examination have automatically been switched over to the New Syllabus 2017.
14. Schedule of ICSI online classes at Regional / Chapter offices for CSEET July-22
examination
Details of Regional/Chapter offices conducting classes are available at the following
link.
https://www.icsi.edu/media/webmodules/10052022_SCHEDULE_OF_CSEET_JUL22_cl
asses_at_RO_CHAPTERS.pdf
15. Schedule of ICSI Classes at Regional/ Chapter offices for June-22 session of
Examination
Online Classes are being conducted by Regional/Chapter Offices for the students
appearing in June 2022 Examination. Details of Regional/Chapter offices conducting
classes are available at the following link.
https://www.icsi.edu/media/webmodules/17122021_Schedule_of_classes_for_JUN_22_
session_at_RO_CHAPTERS.pdf

16. Recorded video lectures for students of the Institute
ICSI is recording video lectures of eminent faculties for the students of ICSI which
help them to prepare for the examination. Students of the Institute can access
recorded videos available on the E-learning platform as per details given below.
URL to login: https://elearning.icsi.in
Login credentials are sent to all registered students at email.
After successful login, go to “My courses” or “My Communities” section, where you
will find the recorded videos and other contents
17. Granting exemption to Graduates and Postgraduates from the recognized
Universities from appearing in CSEET and enabling them to take direct
admission in CS Executive Programme.
For more details, please click here.
https://www.icsi.edu/media/webmodules/granting_exemption_230621.pdf
18. Essay Writing Competition for the students
The Institute organised “Essay writing Competition”for the students under the
banner of “Bharat ki Azadi ka Amrit Mahotsav”. The topic was : For CS students:
“ICSI at 2030” and For Non-CS Students - “India at 2030”
The National round of the competition was conducted on 9th May 2022. The details
of winners are given at the following link
https://www.icsi.edu/media/webmodules/09052022_essay.pdf
19. Poster Making Competition for the students
The Institute organised “Poster making Competition” for the students under the
banner of “Bharat ki Azadi ka Amrit Mahotsav”. The topic was : “Vasudhaiva
Kutumbakam”
The National round of the competition was conducted on 10 th May 2022. The details
of winners are given at the following link
https://www.icsi.edu/media/webmodules/10052022_poster.pdf
20. CSEET reference book (MCQ based sample questions) will be provided
mandatorily to all students at the time of CSEET registration
CSEET reference book (MCQ based sample questions) will be provided mandatorily
to all students at the time of CSEET registration. The same is applicable for the
students registering in CSEET w.e.f 16 th April 2022.
21. Link of Motivational Webinar for students of ICSI held on 05.05.2022 by IAS,
Dr. Anju Sharma, Principal Secretary, Labour, Skill Development and
Employment Department
https://www.youtube.com/watch?v=6N9nuSArdhU
22. NSP (National Scholarship portal) Guidelines for students and Procedure for
Minority Scholarship schemes of Govt. of India
For details, click here
https://www.icsi.edu/media/webmodules/NSP_GUIDELINES_FOR_STUDENTS_AND_P
ROCEDURE_04-04-2022.pdf
***
Academics

Article
Company Secretary - A Preferred Professional

Article
Company Secretary - A Preferred Professional*

*
Introduction
Company Secretary (CS) professionals are recognized as Key Managerial Personnel (KMP)
under the Companies Act, 2013, wherein they are entrusted with a senior-level position in the
management and are an intrinsic part of the Board of corporate entity. Since past five decades,
Professionals have witnessed a substantial and spectacular growth and development made by
Institute of Company Secretaries of India (ICSI) especially in the areas of recognitions obtained
from various Agencies/ Government for the benefit of its members. The ICSI provides top-
quality education to the students of Company Secretaryship (CS) Course and has set best
quality standards at each level. CS as hardcore professionals have developed core competence
in compliances and corporate governance. They are specialized professionals in the matter of
compliance enjoined under various statutes and rules, regulations, bye-laws, guidelines made
thereunder.
The dynamics of an emerging eco-system, the complexities of modern business, the
expectation of the multifarious stakeholders that a Corporate Entity should discharge its
societal obligations responsibility, the collapses of large Corporations in jurisdictions on
account of governance failures have all contributed to the Company Secretary playing a
structural role in the echelons of corporate hierarchy. That the fraternity has acquitted itself
well in such an environment bears testimony to its resilience and its constant endeavor
towards being a torch - bearer to the corporate governance movement. As the opportunities
are getting increased on account of changed economic, commercial, legal and digitalised
environment, among various professions, CS is a preferred Professional.
Recognition of Company Secretary Profession-A fascinating journey
In 1887, Lord Justice Esher made the remarks on the duties of the Company Secretary while
writing out his judgment in The Court of Appeal in Barnett Hoares & Co. v South London
Tramways Co. (18 QBD 1887) that, company secretaries could not be assumed to have
authority for anything. A Secretary is a mere servant, his position is that he is to do what he is
told.
* Directorate of Academics
Views expressed in the Article may not express the views of the Institute.

Article
It took 90 years for the Judiciary to take note of the emergence of the Company Secretary in the
Corporate World. The remarks made by the celebrated Lord Denning, M.R in Panorama
Developments (Gilford) Ltd v. Fidelis Furnishing Fabrics Limited (1971) (3 All ER 16) (CA)
observed as under:
“…….. times have changed. A Company Secretary is a much more important person nowadays
than he was in 1887. He is an Officer of the company with extensive duties and responsibilities.
This appears not only in the modern Companies Act but also by the role which he plays in the day
to day businesses of companies. He is no longer a mere clerk. He regularly makes representations
on behalf of the company and enters into contracts on its behalf which come within the day to day
running of the company’s business. So much so that he may be regarded as held out as having
authority to do such things on behalf of the company……...”.
The above acknowledgement in the status of the company secretary coming as it did from no
less a person of the stature of His Lordship was most definitely a defining moment announcing
his arrival as an important cog in the wheel where a corporation was concerned. The growth in
his stature was in keeping with the greater and wider acceptance of the corporate form of
business, the emergence of corporate laws, bringing in its wake, the requirements of a host of
compliances.
The Corporate Governance movement which was in its embryotic stages of growth around that
point in time was also given a major fillip in the UK through the recommendations of the
Report of the Committee headed by Sir. Adrain Cadbury. The UK Companies Act also made it
necessary for every company to appoint a Company Secretary. This was a shot in the arm for
the profession –the grant of its legitimate legal status.
The Companies Act-Growth Saga for Profession
Section 383A of the Companies Act, 1956 was introduced by the Companies (Amendment)
Act, 1974 with effect from 1.2.1975 to provide, inter alia, that companies having the
prescribed threshold capital shall appoint a whole time Secretary and in cases where the
Board of a company comprised of only two directors, neither of them could be the
Secretary. Further sub-section (1A) imposed a penalty on the company and its officers in
default in case of failure which was of a continuing nature to comply with the above
requirements.
Another major development which took place after the insert of Section 383A was, the
requirement to provide for the issue of a Secretarial Compliance Certificate to be issued by
a Company Secretary in Practice in respect of those companies which had a paid-up share
capital exceeding rupees ten lacs but not in excess of rupees fifty lacs which did not have a
Secretary on its rolls.
The Constitution of the Institute of Company Secretaries of India as a statutory body

under an Act of Parliament was another positive development which provided a further
impetus to the growth of the profession. It is more than five decades, when on 4th
October, 1968 the profession of Company Secretaries (CS) was born, being the date on
which Institute of Company Secretaries of India (ICSI) was incorporated.

Article
Section 2(45) was introduced by the Companies (Amendment) Act, 1988 effective from
1.12.1988 to define a Secretary as a Company Secretary within the meaning of section
2(1)(c) of The Company Secretaries Act, 1980. The duties of the Secretary, apart from
ministerial or administrative duties, were left open-ended to cover such areas as are
identified under the Companies Act, 1956.
The Companies Act, 2013 largely captures the nuances of the changes that were
recommended by the Dr. J. J. Irani Expert Committee on Company Law. The new Act
recognizes the company Secretary as a Key Managerial Personnel (KMP) under Section
2(51). The Company secretary stands shoulder to shoulder to other senior personnel in
the corporate echelons. For the first time in the statute, the functions and responsibilities
of the Company Secretary have been identified under Section 205 of the Act.
The statutory recognition accorded to the Secretarial standards-1 and 2 under the Act
helped standardize Board practices in the matter of holding meetings of the Board and
general meetings of members, set up new benchmarks for furthering the cause of
corporate governance and made the presence of the company secretary in the Board room
incredible.
Positive Game Changer Committees for Profession
SEBI set up under the Chairmanship of the Kumar Mangalam Birla, a Committee to promote
and raise the standards of corporate governance. This marked the first and comprehensive
endeavor to evolve a Code of Corporate Governance in Indian Companies as also in the
growing capital markets. The recommendations of the Committee culminated in the inclusion
of Clause 49 in the Listing agreement which listed companies had to enter into, in the year
2000. Clause 49, inter alia, provided for an optimum composition of the Board comprising of
both independent and non-independent directors. That apart, the company secretary’s role
was recognized in the form of his acceptance as the Compliance Officer.
The requirements relating to Corporate Governance were spruced up and elevated further in
the wake of recommendations contained in the Naresh Chandra Committee which revisited
issues such as auditors’ independence, conflicts of interest, and enhanced financial disclosures-
all of which were areas in which the company secretary had a key and proactive role to play.
The Report embraced substantially the issues addressed in the Sarbanes-Oxley Bill (Popularly
referred to as SOX) which was the immediate fallout of Enron bankruptcy and other colossal
corporate failures.
The Narayana Murthy Committee submitted its Report in February 2003 and the main thrust
in the Report were in the areas of strengthening the areas of responsibility of the Audit
Committee, improving the quality of financial disclosures, including disclosures on related
party transactions, etc. Each time an endeavor was initiated to up the ante in so far as
corporate governance was concerned, the company Secretary’s position and role became more
and more significant since he had to be the prime mover and carry forward the agenda of
change.
SEBI regulations-Recognitions to Profession
SEBI as the market regulator has acted as the bulwark against corporate indiscretions and
misfeasance for a long and has been the torchbearer crusading the cause of corporate
governance. The Regulations recognize the company Secretary as the Compliance Officer. He is
also now considered as part of the Senior Management and is responsible inter alia, for timely
Article
and truthfully disseminating information on material issues concerning the company, apart
from being the guide to the Board.
The Secretarial Audit Report as also the Certificate on compliance and on Corporate
Governance issued by the Company Secretary in Practice have provided to the Board, the much
needed assurance as regards statutory compliances by companies. The Secretary also has to
ensure that there is no abusive use of price-sensitive information and has lately been taken to
task by the Judiciary for acts of indiscretion.
MULTI-SKILLED AND MULTIFACETED ROLE OF A CS PROFESSIONAL
GST
Professional
Corporate Law
Registered Valuer
Advisor
Authorized
Governance Professional
Representative
Compliance Officer of
Listed Company
A Company Secretary can engage himself in the areas such as:

i) CS as a Governance Professional: The Company Secretary ensures the Company
complies with company law, maintains specific statutory registers and makes the
necessary filings with the Registrar of Companies, such as annual returns, financial
statements and certain forms concerning changes to share capital. But now, the position
and status of a Company Secretary are enhanced to that of a Governance Professional
ii) CS as a GST Professional: A Company Secretary can provide guidance and advisory
services to business entities to interpret GST laws. He can assist in discharging various
compliances under GST while undertaking activities like tax planning, maintaining GST
records, and drafting legal documents like replying to show cause notices.
iii) CS as a Corporate Law Advisor: Company Secretary’s role also includes advising
companies on compliance with legal and procedural aspects, particularly under the
SEBI Act, Securities Contracts (Regulation) Act 1956 and rules and regulations made
thereunder Foreign Exchange Management Act, Consumer Protection Act, Depositories
Act, Environment and Pollution Control Laws, Labour and Industrial Laws, Co-operative

Article
Societies Act, Mergers and Amalgamations and Strategic Alliances, Foreign

Collaborations and Joint Ventures, Setting up subsidiaries abroad, Competition Policy
and Competition Law Compliances, IPR Protection, Management, Valuation and IPR
Audit and Drafting of Legal Documents.
iv) CS as an Authorized Representative before various Boards and Tribunals:
Company Secretaries have been representing before various Boards and Tribunals on
behalf of a company and other persons, including Company Law Board, National
Company Law Tribunal, Competition Commission of India, Securities Appellate
Tribunal, Registrar of Companies, Consumer Forums, Telecom Disputes Settlement and
Appellate Tribunal, Tax Tribunals and, other quasi-judicial bodies and Tribunals.
v) CS as an Insolvency Professional: A Company Secretary can enroll with a professional
insolvency agency and register with the Insolvency and Bankruptcy Board of India
(IBBI) as an insolvency professional.
vi) CS as Compliance Officer of Listed Company: As per clause (1) of Regulation 6 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed
company is required to appoint the Company Secretary to act as ‘Compliance Officer
vii) CS as a Registered Valuer : A Company Secretary can do practice as Registered Valuer.
Where a valuation is required to be made regarding any stocks, shares, debentures,
securities, etc. of a company, the Company Secretary can act as a registered valuer.
CS PROFESSION-PARADIGM SHIFT
The expectations from the Company Secretaries, as they

are increasingly being referred to as “governance
professionals” now also extend to the areas of Corporate
Social Responsibility (CSR), Business Responsibility and
Sustainability Reporting (BRSR) and Environment Social
Governance (ESG), all of which put together highlights the
focus on sustainability, where the CS has infinite
opportunities to excel as a preferred professional.
In the Indian context, some of the initiatives where the CS, whether in practice or in
employment, is the ideal professional to advise the corporates, investors, social enterprises etc.
as also the stakeholders, are in the areas such as:
1. Environment, Social and Governance (ESG) and CS
Environment, Social and Governance (ESG) are important non-financial metrics.
Investors nowadays analyse the risks and opportunities giving due weightage to the non-
financial metrics as well in addition to the financial metrics before taking investment
decisions.
The disclosure requirements in the wake of emerging ESG landscape are rapidly as well
as dynamically changing and these are quite challenging for any company. CS being at the
centre-stage with respect to reporting to the Board and their committees on various non-
Article
financial metrics as part of his / her responsibilities towards governance is in an ideal
position to provide internal support to the various sustainability initiatives.
2. Business Responsibility and Sustainability Reporting (BRSR) and CS
Securities and Exchange Board of India (SEBI) prescribed the Business Responsibility
Report (BRR) with effect from the Financial Years Ending on or after 31st December,
2012. Currently, the BRR framework is mandatorily applicable to Top 1000 Listed
Entities by Market Capitalisation. The intention of the BRSR framework is to link the
performance of a listed entity on business, financial and economic parameters with its
ESG performance so that the stakeholders such as the regulators, investors, suppliers,
creditors and others have the necessary information to be able to make an assessment
and evaluation of the progress made by the listed entity in terms of growth and
sustainability in totality considering all parameters wherein financial parameter is one of
them.
The scenario promises good prospects in the form of exciting opportunities to a new
generation of ESG professionals where a CS (both in employment and in practice) may
well find themselves to be “the preferred professionals” considering their exposure to
Governance and Compliance Management systems in the corporate world, which will give
them a definite edge over other professional.
3. Social Stock Exchange (SSE) and CS
The Concept of Social Stock Exchange (SSE) was floated in the early part of this century
with a view to provide a platform for channelising investments focussing on social
objectives. In India, the proposal for setting up an electronic fund-raising platform in the
form of SSE under the regulatory framework of SEBI was announced in the Union Budget
presented in July 2019. The role of SSE as a platform that allows investors to buy shares
in a social enterprise. A SSE, could perform the following functions such as serving as a
mediator between social enterprises that need funding and investors who are willing to
invest their money, providing investors with procedures for simpler investment in social
projects and providing investors with procedures for simpler investment in social
projects etc.
CS is better equipped on structuring of enterprises, registration procedures with the SSE,
listing procedures and compliances and will naturally be the preferred professional, as
these new opportunities come up in the emerging scenario. Though areas such as impact
analysis and social audit are new areas for the CS, the ability of the profession to network
and co-ordinate / lead a multidisciplinary team should motivate the CS.
4. Corporate Social Responsibility (CSR) and CS
Though some large corporate houses in India were voluntarily spending a portion of their
profits towards social causes, given the gaps in the needs of the social sector, these
initiatives were far too insufficient vis-à-vis the needs. Section 135 of the Companies Act,
2013 read with Schedule VII thereto along with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 contain the framework for CSR, which becomes
applicable to a company (listed as well as unlisted) based on thresholds of Profits,
Turnover and Net Worth.
The CS (both in employment and practice) is already actively involved in the compliances
related to CSR. CS in employment being a KMP has to ensure that the provisions of
Section 135 along with Schedule VII of the Companies Act, 2013 read with the Companies
Article
(Corporate Social Responsibility Policy) Rules, 2014 are complied in letter and spirit. He /
She plays an active role in the conduct of the proceedings of the CSR committee, in the
evolving of the CSR policy, in its implementation and co-ordination of the various aspects
of the compliances with different departments of the company. Companies not required
to employ a whole time CS invariably look to a CS in practice for advisory and consultancy
services relating to CSR compliances.
Way Forward
The complexities of modern business have given rise to the growth of newer areas of
specialization for the fraternity. Apart from the provisions of the Companies Act, 2013, which
has substantially increased the scope of practice for a CS and expectations of the regulator
from Company Secretaries, both in employment and in practice, considering the impact
created by the profession in guiding the corporates in governance and compliances as also
shaping the regulatory framework beyond the boundaries of Company Law in areas such as
FEMA, Competition Law, Securities Law, Insolvency, Valuation, Taxation Laws, Arbitration etc.,
it can be said that CS is the preferred professional with multi-disciplinary focus in the field of
Corporate Laws.
The demand for CS professionals continues to grow with increasing expectations from the
Corporates and the Regulator. The expectations from the Company Secretaries, as they are
increasingly being referred to as “governance professionals” now also extend to the areas of
Corporate Social Responsibility (CSR), Business Responsibility and Sustainability Reporting
(BRSR) and Environment Social Governance (ESG), all of which put together highlights the
focus on sustainability, where the CS has infinite opportunities to excel as a preferred
professional.
References:
1. Article written by Professionals and Academicians in Chartered Secretary, May - 2022
edition, https://www.icsi.edu/media/webmodules/linksofweeks/ICSI_May_2022.pdf
2. https://medium.com/carbonclick/what-is-esg-and-why-is-it-important-f9036bb96d66
3. https://pulse.icdm.com.my/programmes/the-role-of-the-company-secretary-in-esg-
governance/
4. https://www.pressreader.com/jamaica/daily-observer-jamaica/20211207/
281668258267503
5.
https://en.wikipedia.org/wiki/Panorama_Developments(Guildford)_Ltd_v_Fidelis_Furnis
hing_Fabrics_Ltd
***

April 08, 2022
Dear Students
Sub: Corrigendum: Study Material of Securities Laws & Capital Markets,

Executive Programme (New Syllabus), Page No. 222
Students may please ignore the last para 'Why do Companies Buy-back
Securities?' on Page No. 222 of the study material of the subject- Securities Laws
& Capital Markets of Executive Programme (New Syllabus).
Directorate of Academics
28th February, 2022
Attention Students
Applicability of the Finance Act, 2021 for June, 2022 Examinations
Students may note that, for June 2022 Session of Examination, Finance Act, 2021 (i.e.
Assessment Year 2022-2023 / Previous Year 2021-2022) is applicable for the following
papers:
Executive Programme
(i) Tax Laws (Module-1, Paper-4)
Professional Programme
(ii) Advanced Tax Laws (Module-1 Paper-2)
Students are also required to update themselves on all the relevant Rules, Notifications,
Circulars, Clarifications, etc. issued by the CBDT, CBIC & Central Government, on or
before 30th November, 2021 for June, 2022 Examination.
Joint Secretary (SG)

Dte. of Academics
Practice Mentor
Practice Mentor

Practice Mentor
Practical Aspects on Real Estate Investment Trusts

(REITs)*
About REITs
A real estate investment trust (“REIT”) is an investment vehicle that owns, operates or
finances income-producing real estate. REITs provide an investment opportunity, like a
mutual fund, it is created with the main purpose of channelizing the funds that could be
invested in operational functioning or ownership of the real estate to further generate
income for the investors. It allows fractional ownership of an income-producing real estate
asset for retail investors. It offers investors an easy way to invest in real estate by
providing advantage of diversification and long-term capital appreciation.
In 2008, Securities and Exchange Board of India (SEBI) initially introduced draft
regulations on Real Estate Investment Trusts (REITSs), but the same was never
implemented. In 2014, SEBI has finally issued SEBI (Real Estate Investment Trusts)
Regulations, 2014 with effect from 26th September, 2014 (SEBI REITS Regulations)
providing a detailed regulatory framework for establishment and operation of REITSs in
India. Following REITs have been registered as on March 31, 2022
• Embassy Office Parks REIT
• Mindspace Business Parks REIT
• Brookfield REIT
• IIFL REIT
Registration of REITs with SEBI
The Registration of REIT with SEBI is mandatory. As per Regulation 3(2) of SEBI (Real
Estate Investment Trusts) Regulations, 2014, ‘an application for grant of certificate of
registration as REIT shall be made, by the sponsor on behalf of the trust in Form A as
specified in the Schedule I to these regulations and shall be accompanied by a non-
refundable application fee of such amount and shall be payable in the manner as specified
in Schedule II to these regulations’.
As per Schedule II of SEBI (REITs) Regulations, 2014, every applicant shall pay a non-
refundable fees of
1. Rs. 1,00,000 along with the application for grant of certificate of registration.
2. Rs. 10,00,000 within fifteen days from the date of receipt of intimation from the SEBI.
* Mahesh Airan, Assistant Director, The ICSI
Views expressed in the Article are the sole expression of the Author and may not express the views
of the Institute.

Practice Mentor
Further, it shall pay non-refundable filing fees of:
a) 0.1% in case of initial and follow-on offer; and
b) 0.05% in case of rights issue
of the total issue size including intended retention of oversubscription at the time of filing
of draft Offer document with SEBI.
Schedule I of SEBI (REITs) Regulations, 2014 provides FORM A for Application for Grant of
Certificate of Registration as Real Estate Investment Trust.
Instructions to be followed by the applicant while filling the application for grant of
certificate of registration as a Real Estate Investment Trust
The applicant should complete Form A, and submit along with all supporting
documents to the SEBI.
The form should be filled in accordance with SEBI (REITs) Regulations, 2014.
The application shall be considered by the SEBI provided it is complete in all
respects.
All answers must be legible and all the pages must be numbered with signature/
stamp on each page of the form.
Information which needs to be supplied in more detail may be given on
separate sheets which should be attached to the application form and appropriately
numbered.
The application must be signed and all signatures must be original.
The application must be accompanied by an application fee as specified in the
Second Schedule to SEBI (REITs) Regulations, 2014.
General Information
a) Name, address, telephone number(s), fax number(s), e-mail address of the REIT.
b) Name, direct line number, mobile number and e-mail of the contact person(s).
c) Whether the trust /sponsor(s)/ manager or their associates or sponsor group(s)/
trustee is/ are registered with SEBI, RBI or any other regulatory authority in any
capacity along with the details of its registration.
d) Details of infrastructure for conducting activities as an Real Estate Investment Trust.
Details of Trust
a) Write-up on the activities of the trust.
b) Whether the Trust Deed is registered under the provisions of the Registration Act,
1908.
c) Whether the Trust Deed has its main objective as undertaking activity of REIT and
includes responsibilities of the Trustee in accordance with Regulation 9 of these
Regulations (Enclose relevant extract of the Registered Trust Deed).
d) Whether any unit holder of the REIT enjoys preferential voting or any other rights
over another unit holder.
e) Whether there are multiple classes of units of REIT.

Practice Mentor
Details of Trustee
a) Name, address of registered office, address for correspondence and principal place of
business, telephone number(s), fax number(s), e-mail address of the Trustee.
c) Brief write up on the activities of the trustee.
d) Details of registration as a Debenture Trustee.
e) Details of infrastructure, personnel, etc. relevant to the activity as trustee of the REIT.
f) Identity and Address proof of the trustee and its directors.
g) Whether the Trustee Company is registered with any regulatory authority other than
SEBI in any capacity along with the details of its registration.
h) Copy of the executed Trust Deed.
Details of Sponsor(s)
(Provide details for every sponsor separately)
a) Name, address of registered office, address for correspondence and principal place of
business, telephone number(s), fax number(s), e-mail address of the sponsor(s).
c) Legal status of the sponsor, date and place of incorporation/ establishment, wherever
applicable.
d) In case of sponsor being individual(s), provide a brief profile of the sponsor including
professional qualification. In case of sponsor(s) being other than individual, write up
on holding pattern and profile of the directors/partners including their professional
qualification.
e) Identity proof and address proof of the sponsor (if sponsor is an individual)/
directors of Sponsor (s)(if sponsor is a company)/ partners of the Sponsor(s)(if
sponsor is an LLP).
f) Write up on the activities of the sponsor/its associates including past experience in
development of real estate or fund management in the real estate industry.
g) Whether the Sponsor has floated any REITs previously, which are registered with
SEBI. If yes, details of the same.
h) Proposed holding of the sponsor in the REIT on post-issue basis.
i) Copies of the financial statements for the previous financial year.
j) Net-worth certificate of sponsor(s) by a Chartered Accountant, not more than six
months old.
Details of Manager
a) Name, address of the registered office address for correspondence, telephone
number(s), fax number(s), of the Manager.
c) Legal status, date and place of incorporation/ establishment, wherever applicable.
d) Copy of executed Investment Management agreement.

Practice Mentor
e) Write up on the activities of the Manager/ its associates including past experience in
fund management/ advisory services/property management in the real estate
industry or in development of real estate.
f) List of Directors/ Members of Governing Board.
g) Identity proof and address proof of the manager, its directors or partners.
h) Shareholding/partnership interests and profile of the directors /partners.
i) Details of the key personnel including experience and professional qualification.
j) Copies of the financial statements for the previous financial year.
k) Net-worth certificate of manager by a Chartered Accountant, not more than six
months old.
l) Whether the Manager has acted as manager to any REIT previously, which are
registered with SEBI. If yes, details of the same.
Details of Business Plan and Investment Strategy
a) Investment objective and investment style.
b) Details of proposed initial offer.
c) Brief details of the assets proposed to be held under REIT.
d) Details of leverage at holdco and /or SPV(s) and REIT level (current and
proposed).
e) Fee structure.
Details of Regulatory Action taken in the past, if any
a) Whether the REIT or the parties to the REIT or their directors/ members of
governing board are / were involved in any litigation connected with the securities
market which may have an adverse bearing on the business of the REIT or any order
has/ had been passed against them for violation of securities laws. (If yes,
provide details. If no, enclose a declaration to that effect).
b) Whether any disciplinary action has been taken by the Board or any other regulatory
authority against the REIT or the parties to the REIT or their directors/ members of
governing board under any Act or the Regulations/guidelines made thereunder (If
yes, provide details. If no, enclose a declaration to that effect).
c) Whether REIT or the parties to the REIT or their directors/ members of governing
board has/ have been refused a certificate by the Board or its/ their certificate has
been suspended at any time prior to this application. (If yes, provide details. If no,
enclose a declaration to that effect).
Other Information/Declarations
a) Declaration that the sponsor(s) shall individually hold not less than 5% of the units of
the REIT on post initial offer basis.
b) Declaration that the REIT and parties to the REIT are fit and proper persons
based on the criteria specified in the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008.

Practice Mentor
Declaration Statement (To be given as below)

We hereby agree and declare that the information supplied in the application,
including the attachment sheets, is complete and true.
AND we further agree that, we shall notify the Securities and Exchange Board of
India immediately any change in the information provided in the application.
We further agree that we shall comply with, and be bound by the Securities and
Exchange Board of India Act, 1992, and the Securities and Exchange Board of India
(Real Estate Investment Trusts) Regulations, 2014, and any other regulations, guidelines
or circulars as may be notified or issued by the Securities and Exchange Board of India
from time to time.
We further agree that as a condition of registration, we shall abide by such
operational instructions/directives as may be issued by the Securities and Exchange Board
of India from time to time.
For and on behalf of____________________________________________________
(Name of the applicant)

Authorized signatory
(Signature)
The SEBI Intermediary Portal also facilitates the applicants to make an application
to SEBI for registration of REIT as well as other intermediaries. The portal can be
accessed from the link https://siportal.sebi.gov.in/intermediary/index.html
The screen shot of various web pages for registration of an entity as REIT is placed
below for information purpose only.

Practice Mentor
Open the SEBI Intermediary Portal, click on Self Registration

Practice Mentor
The following page will be displayed. Fill in the Applicant Details and click on
Submit

Practice Mentor
Fill the Payment Details. Applicant will have the option to make payment online
using payment gateway or offline using DD.
Click on the “Submit” button at the bottom of the screen to submit the payment
details. For Online payment: Select “Online” as payment mode.

Practice Mentor
Applicable transaction charges and taxes will be displayed in a popup screen.
On selecting the “I Agree” check box the following screen will be displayed. Click
on the “Proceed to Pay” button to get redirected to the payment gateway where
payment can be made using one of the following modes:
o Internet Banking
o Debit Card
o IMPS
Once the payment is made, receipt details will be displayed to the applicant.
Receipt details will display delivery details in case of demand draft.
An email will be also be received by the applicant on submitting the self-
registration request.
Payment details submitted by applicant will be verified by SEBI.
On confirmation, activation link will be received by applicant in the email id
provided during self-registration.
Applicant to click on activation Link to generate OTP which will be received as
SMS or Email.
Applicant to capture the OTP received by SMS or email and click on “Activate
Account” button.
An account activation completion page will be displayed with a link to login to
the portal.
Enter Login ID and Password to login to the SEBI portal.
***

Regulatory
Ypdates

Regulatory Updates
COMPANY LAW
1. The Companies (Management and Administration) Amendment Rules, 2022

(Ministry of Corporate Affairs Notification No. G.S.R 279(E)-dated April 06,
2022)
The Central Government notified the Companies (Management and
Administration) Amendment Rules, 2022, the said amendment rules inter-alia
consist provisions pertaining to inspection of registers and returns as mentioned
under rule 14 of the Companies (Management and Administration) Rules, 2014 by
inserting sub-rule 3; “Notwithstanding anything contained in sub-rules (1) and
(2), the following particulars of the register or index or return in respect of the
members of a company shall not be made available for any inspection under sub-
section (2) or for taking extracts or copies under sub-section (3) of section 94,
namely-address or registered address (in case of a body corporate); e-mail ID;
Unique Identification Number; PAN Number.”
Impact:
Through this amendment, MCA has inserted a new Rule 14(3) to restrict the
inspection of register or index or return in respect of the members of a Company.
According to the Amendment, particulars of the register or index or return in
respect of the members of a Company related to Address or Registered Address
(in case of a body corporate); e-mail ID; Unique Identification Number; PAN
Number, shall not be made available for any inspection under sub-section (2) or
for taking extracts or copies under sub-section (3) of Section 94 of the Companies
Act.
For details: https://egazette.nic.in/WriteReadData/2022/234911.pdf
2. Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process)
(Amendment) Regulations, 2022
(Insolvency and Bankruptcy Board of India Notification No. IBBI/2022-
23/GN/REG.081-dated April 05, 2022)
In exercise of the powers conferred by section 196(1)(t) read with section 240 of
the Insolvency and Bankruptcy Code, 2016, the Insolvency and Bankruptcy Board
of India amended the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017.
Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process)
(Amendment) Regulations, 2022 inter-alia provides that the liquidator shall
endeavour to complete the liquidation process of the corporate person and submit
the Final Report under regulation 38 within :
(a) two hundred and seventy days from the liquidation commencement date
where the creditors have approved the resolution under section 59(3)(c)
or regulation 3(1)(c) and
(b) ninety days from the liquidation commencement date in all other cases.
26 MAY 2022| STUDENT COMPANY SECRETARY

Regulatory Updates
Further, the liquidator shall submit the Final Report and the compliance certificate
in Form-H along with the application under section 59(7) to the Adjudicating
Authority.
For details:
https://www.ibbi.gov.in/uploads/legalframwork/08722b75c35b6fbbd5a38299a22
84e6a.pdf
3. The Companies (Incorporation) Amendment Rules, 2022
2022)
The Central Government notified the Companies (Incorporation) Rules, 2022, the
said amendment rules inserted the proviso to Rule 12 (Application for
Incorporation of Companies) as mentioned below:
“Provided further that in case of a Company being incorporated as a Nidhi, the
declaration by the Central Government under section 406 of the Act shall be
obtained by the Nidhi before commencing the business and a declaration in this
behalf shall be submitted at the stage of incorporation by the company.”
Further, the amendment rules substituted the Form INC-20A and inserted a
declaration under Part B of Form INC-32 (SPICE+) pertaining to, all necessary
approvals have been obtained before commencing business of Nidhi, the said
forms are specified under the annexure to the Companies (Incorporation) Rules,
2014.
For details: https://egazette.nic.in/WriteReadData/2022/234994.pdf
4. The Nidhi (Amendment) Rules, 2022
2022)
The Ministry of Corporate Affairs (MCA) vide its Notification dated April 19, 2022
has notified the Nidhi (Amendment) Rules, 2022 which shall come into force on
the date of its publication in the Official Gazette. The said amendments inter-
alia provide that:
No company, which has not complied rule 3A pertaining to Declaration of
Nidhis, shall raise any deposit from its members or provide any loan to its
members under the provisions of these rules from the date of such non-
compliance, or from the date of the commencement of the above said rules,
or the date of rejection of the application in Form NDH-4, whichever is
later. Further, if any deposit raised by a company after the date of non-
compliance, the said deposit shall be deemed to have been raised in
pursuance of Acceptance of Deposits by Companies (Chapter
V). (Insertion: Fourth and Fifth Proviso to Rule 3A)
Public company desirous to be declared as a Nidhi shall apply, in Form
NDH-4, within a period of one hundred twenty days of its incorporation for
declaration as Nidhi, if it fulfils the following conditions, namely:- (I) it has
not less than two hundred members; and (II) it has Net Owned Funds of
twenty lakh rupees or more etc. (Insertion: Rule 3B)

Regulatory Updates
A Nidhi shall be a public company and shall have a minimum paid up equity
share capital of ten lakh rupees and shall comply with this requirement
within a period of eighteen months of commencement of amendment
rules. [Substitution: Rule 4(1)]
Under General Restrictions and Prohibitions- no Nidhi shall acquire or
purchase securities of any other company or control the composition of the
Board of Directors of any other company in any manner whatsoever or
enter into any arrangement for the change of its
management. [Substitution : Rule 6(d)]
Every Nidhi shall maintain Net Owned Funds of not less than twenty lakh
rupees or such higher amount as the Central Government may specify from
time to time and shall comply with this requirement within a period of
eighteen months of commencement of amendment rules. (Substitution:
Rule 9)
For details:
https://www.mca.gov.in/bin/dms/getdocument?mds=LTZyclKMNK0LX6JwM%252B
aPeA%253D%253D&type=open
5. The Companies (Registration of Charges) Amendment Rules, 2022
(Ministry of Corporate Affairs Notification No. G.S.R (E)-dated April 27, 2022)
The Ministry of Corporate Affairs (MCA) vide its Notification dated April 27, 2022
has notified the Companies (Registration of Charges) Amendment Rules, 2022
which shall come into force on the date of its publication in the Official Gazette.
The amendments inter-alia provide that in rule 3 pertaining to registration of
creation or modification of Charge, a sub-rule (5) shall be inserted, namely:
“Nothing contained in this rule shall apply to any charge required to be created or
modified by a banking company under section 77 in favour of the Reserve Bank of
India when any loan or advance has been made to it under sub-clause (d) of clause
(4) of section 17 of the Reserve Bank of India Act, 1934.”
Impact:
MCA amended the Companies (Registration of Charges) Rules, 2014 to notify that
the rule 3 shall not apply to any charge required to be created or modified by a
banking company under section 77 (Duty to register charge) in favour of the
Reserve Bank of India when any loan or advance made to it under section 17 (4)
(d) of the RBI Act, 1934.
Rule 3 of the Companies (Registration of Charges) Rules, 2014, casts a duty on the
Company that the particulars of the creation or modification of the charges shall
be filed with the ROC in E-form CHG-1 (for other than debentures) or Form CHG-9
(for debentures) as the case may be.

Regulatory Updates
The Section 17 of the Reserve Bank of India Act, 1934 defines the manner in which
the RBI can conduct business. As per section 17 (4) (d) the RBI can grant loan
against the security of promissory notes of any scheduled bank or State co-
operative Bank, supported by documents of title to goods [such documents having
been transferred], assigned, or pledged to any such bank as security for a [loan or
advance made] for bona fide commercial or trade transactions, or for the purpose
of financing agricultural operations or the marketing of crops.
For details:
https://www.mca.gov.in/bin/dms/getdocument?mds=GigV%252BdVKmC9d16l5L5
Kj5Q%253D%253D&type=open

Regulatory Updates
SECURITIES LAWS AND CAPITAL MARKETS
1. Reduction of timelines for listing of units of Infrastructure Investment Trust

(InvIT) and Real Estate Investment Trust (REIT)
(Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/54 and SEBI/HO/
DDHS / DDHS_Div3/P/CIR/2022/55 dated April 28, 2022)
As a part of the continuing endeavour to streamline the process of public issue of
units of Real Estate Investment Trust (REIT) and Infrastructure Investment Trust
(InvIT), SEBI has reduced the time taken for allotment and listing after the closure
of issue to 6 working days as against the present requirement of within 12
working days. SEBI vide this circular has prescribed the indicative timelines from
issue closure till listing. The provisions of this circular shall be applicable to a
public issue of units of REIT and InvIT under the SEBI (Real Estate Investment
Trusts) Regulations, 2014 and SEBI (Infrastructure Investment Trusts)
Regulations, 2014 which opens on or after June 01, 2022.
For details:
https://www.sebi.gov.in/legal/circulars/apr-2022/reduction-of-timelines-for-
listing-of-units-of-infrastructure-investment-trust-invit-_58517.html
https://www.sebi.gov.in/legal/circulars/apr-2022/reduction-of-timelines-for-
listing-of-units-of-real-estate-investment-trust-reit-_58515.html
2. SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment)
Regulations, 2022 (April 27, 2022)
SEBI has notified the SEBI (Issue of Capital and Disclosure Requirements) (Second
Amendment) Regulations, 2022, which shall come into force on the date of their
publication in the Official Gazette. Vide this notification it is provided that the
amendments relating to regulations 32(3A), 49, 129, 145, clause (10) and clause
(15) of Part A of Schedule XIII and Schedule XIV carried out by the SEBI (Issue of
Capital and Disclosure Requirements) (Amendment) Regulations, 2022 shall come
into force in the following manner: -
(a) for public issues of a size less than Rs. 10,000 crore and opening on or after
April 1, 2022; with effect from April 1, 2022;
(b) for public issues of a size equal to or more than Rs. 10,000 crore and
opening on or after April 1, 2022; with effect from July 1, 2022.
For details:
https://www.sebi.gov.in/legal/regulations/apr-2022/securities-and-exchange-
board-of-india-issue-of-capital-and-disclosure-requirements-second-amendment-
regulations-2022_58496.html

Regulatory Updates
3. SEBI (Custodian) (Amendment) Regulations, 2022 (April 25, 2022)
SEBI has notified the SEBI (Custodian) (Amendment) Regulations, 2022 which
shall come into force on the date of their publication in the Official Gazette.
The following has been amended namely: -
• Regulation 2 which specify “Definition” clause (e) has been amended
namely: -
“custodial services” in relation to securities or goods of a client or gold or
gold related instruments or silver or silver related instruments held by a
mutual fund or title deeds of real estate assets held by a real estate mutual
fund scheme in accordance with the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996 means, the safekeeping of such
securities or goods or gold or gold related instruments or silver or silver
related instruments or title deeds of real estate assets and providing
services incidental thereto.
• Regulation 8 which specify “Procedure and Grant certificate”, new sub-
regulation (7) has been inserted namely: -
“A custodian holding a certificate of registration as on the date of
commencement of the Securities and Exchange Board of India (Custodian)
(Amendment) Regulations, 2022, may provide custodial services in respect
of silver or silver related instruments held by a mutual fund only after
taking prior approval of the Board.”
For details
https://www.sebi.gov.in/legal/regulations/apr-2022/securities-and-exchange-
board-of-india-custodian-amendment-regulations-2022_58498.html
4. SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment)
SEBI dated April 11, 2022, has notified the SEBI (Listing Obligations and
Disclosure Requirements) (Third Amendment) Regulations, 2022, which shall
come into force on the date of their publication in the Official Gazette.
Vide this notifications SEBI has amended the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, to align the
framework and terminology with respect to ‘Security Cover’ wherein the term
‘Asset Cover’ has been substituted with term ‘Security Cover’ in regulation 54 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, it is prescribed that the maintenance of security cover is sufficient to
discharge both principal and interest thereon in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
For details:
https://www.sebi.gov.in/legal/regulations/apr-2022/sebi-listing-obligations-and-
disclosure-requirements-third-amendment-regulations-2022_57988.html

Regulatory Updates
5. SEBI (Debenture Trustees) (Amendment) Regulations, 2022 (April 11,

2022)
SEBI dated April 11, 2022, has notified the SEBI (Debenture Trustees)
(Amendment) Regulations, 2022, which shall come into force on the date of their
publication in the Official Gazette. Vide this notification SEBI has amended the
provisions of the SEBI (Debenture Trustee) Regulations, 1993, to align the
framework and terminology with respect to ‘Security Cover’ wherein the term
‘Asset Cover’ has been substituted with term ‘Security Cover’ in regulation 15 of
the SEBI (Debenture Trustee) Regulations, 1993.
For details:
https://www.sebi.gov.in/legal/regulations/apr-2022/sebi-debenture-trustees-
amendment-regulations-2022_57987.html
6. SEBI (Issue and Listing of Non-Convertible Securities) (Amendment)
SEBI has notified the SEBI (Issue and Listing of Non-Convertible Securities)
(Amendment) Regulations, 2022, which shall come into force on the date of their
publication in the Official Gazette.
Vide this Notification the following amendments have been made:
Regulation 23 which specify “Obligations of the Issuer”, sub-regulation (5)
has been substituted with the following, namely, -
“(5) The issuer shall ensure that the secured debt securities are secured by
hundred percent security cover or higher security cover as per the terms of
the offer document and/or Debenture Trust Deed, sufficient to discharge
the principal amount and the interest thereon at all times for the issued
debt securities.”
Regulation 38 which specify “Other Obligations of the Lead Manager”, sub-
regulation (2) has been substituted with the following, namely, -
“(2) The lead manager shall ensure that the secured debt securities are
secured by hundred percent security cover or higher security cover as per
the terms of the offer document and/or Debenture Trust Deed, sufficient to
discharge the principal amount and the interest thereon at all times for the
issued debt securities.201D
Regulation 40 shall be substituted with the following, namely, -
“Due Diligence by Debenture trustee
40. The debenture trustee shall, at the time of filing the draft offer
document with the stock exchange(s) and prior to opening of the public
issue of debt securities, furnish to the Board and stock exchange(s), a due
diligence certificate:
(a) in case of secured debt securities, in the format as specified in
Schedule IV of these regulations; and

Regulatory Updates
(b) in case of unsecured debt securities, in the format as specified in
Schedule IVA of these regulations.”
For details: https://www.sebi.gov.in/legal/regulations/apr-2022/sebi-issue-
and-listing-of-non-convertible-securities-amendment-regulations-
2022_57986.html
7. Clarification on applicability of Regulation 23(4) read with Regulation
23(3)(e) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in relation to Related Party Transactions
(Circular No. SEBI/HO/CFD/CMD1/CIR/P/2022/47 dated April 08, 2022)
In order to facilitate listed entities to align their processes to conduct AGMs and
obtain omnibus shareholders’ approval for material related party transactions
(RPTs), SEBI has specified that the shareholders’ approval of omnibus RPTs
approved in an AGM shall be valid upto the date of the next AGM for a period not
exceeding fifteen months.
In case of omnibus approvals for material RPTs, obtained from shareholders in
general meetings other than AGMs, the validity of such omnibus approvals shall
not exceed one year.
For details:
https://www.sebi.gov.in/legal/circulars/apr-2022/clarification-on-applicability-of-
regulation-23-4-read-with-regulation-23-3-e-of-the-sebi-listing-obligations-and-
disclosure-requirements-regulations-2015-in-relation-to-related-party-transactio-
_57807.html
8. Standard Operating Procedures (SOP) for dispute resolution available under
the stock exchange arbitration mechanism for disputes between a listed
company and its shareholder(s)/ investor(s)
(Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/48 dated April 08, 2022)
Background
Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and bye-laws, listing agreement & regulations of the stock
exchanges provide for dispute resolution under the stock exchange arbitration
mechanism for disputes between a listed company and its shareholder(s)/
investor(s).
Brief of the Circular
SEBI has advised stock exchanges to put in place, Standard Operating Procedures
(SOP) by June 01, 2022, for operationalizing the resolution of all disputes
pertaining to or emanating from investor services such as transfer/transmission
of shares, demat/remat, issue of duplicate shares, transposition of holders, etc.
and investor entitlements like corporate benefits, dividend, bonus shares, rights
entitlements, credit of securities in public issue, interest /coupon payments on
securities, etc.
Further, in respect of disputes in above matters where Registrar and Share
Transfer Agents (RTA) are offering services to shareholder(s)/ investor(s) on
behalf of listed companies, the RTAs shall continue to be subjected to the stock
exchange arbitration mechanism.

Regulatory Updates
For details:
https://www.sebi.gov.in/legal/circulars/apr-2022/standard-operating-procedures-
sop-for-dispute-resolution-available-under-the-stock-exchange-arbitration-
mechanism-for-disputes-between-a-listed-company-and-its-shareholder-s-investor-
s-_57805.html
9. Execution of ‘Demat Debit and Pledge Instruction’ (DDPI) for transfer of
securities towards deliveries / settlement obligations and pledging /
repledging of securities
(Circular No. SEBI/HO/MIRSD/DoP/P/CIR/2022/44 dated April 04, 2022)
To curb possible misuse of Power of Attorney (PoA) given by clients to stock
brokers and depository participant, SEBI vide this circular has provided that the
execution of DDPI will be made compulsory under which the clients shall explicitly
agree to authorize the stock broker and depository participant to access their
Beneficial Owner (BO) account for the limited purpose of meeting pay-in
obligations for settlement of trades executed by them. The DDPI shall serve the
same purpose of PoA and significantly mitigate the misuse of PoA. The provisions
of this circular shall be applicable with effect from July 01, 2022.
For details:
https://www.sebi.gov.in/legal/circulars/apr-2022/execution-of-demat-debit-and-
pledge-instruction-ddpi-for-transfer-of-securities-towards-deliveries-settlement-
obligations-and-pledging-re-pledging-of-securities_57546.html
10. Standardization of industry classification - Applicability to credit rating
agencies
(Circular No. SEBI/ HO/ MIRSD/ CRADT/ CIR/ P/ 2022/ 42 dated April 01,
2022)
To bring in uniformity in the classifications being used across sectors and in
securities market, SEBI has issued standardized industry classification which will
be used by credit rating agencies (CRAs) for the purpose of rating exercise and
research activities.
It is provided that the industry classification will be applicable to CRAs with effect
from October 01, 2022. In the meantime, any feedback and suggested changes by
credit rating agencies shall be recalibrated by exchanges, wherever feasible.
For details:
https://www.sebi.gov.in/legal/circulars/apr-2022/standardization-of-industry-
classification-applicability-to-credit-rating-agencies-cras-_57531.html

Regulatory Updates
DIRECT TAX
1. Income tax 5th Amendment Rules, 2022 [Notification No. 23 Dated 1st April,
2022]
CBDT notifies Form ITR-7 for Assessment Year 2022-23 / Financial Year 2021-22
vide Notification No. 23/2022.
For details:
https://incometaxindia.gov.in/communications/notification/notification-23-
2022.pdf
2. Income tax 6th Amendment Rules, 2022 [Notification No. 24 Dated 4th April,
2022]
CBDT notifies Income Tax Rule 21AAA i.e. Taxation of income from retirement
benefit account maintained in a notified country and FORM No. 10-EE
After rule 21AA which specifies “Furnishing of particulars for claiming
relief” the following new rule 21AAA has been inserted “Where a specified
person has income accrued in a specified account or accounts, during a
previous year relevant to any assessment year beginning on or after the 1st
day of April, 2022, such income shall, at the option of the specified person,
be included in his total income of the previous year relevant to the
assessment year in which income from the said specified account or
accounts is taxed at the time of withdrawal or redemption, as the case may
be, in the notified country”
Form No. 10-EE has been inserted under Appendix-II
For details:
2022.pdf
3. CBDT notifies 4 Countries under section 89A of Income-tax Act,
1961 [Notification No. 25 Dated 4th April, 2022]
CBDT notifies Canada, United Kingdom of Great Britain, Northern Ireland and
United States of America under section 89A of the Income-tax Act, 1961
For details:
https://incometaxindia.gov.in/communications/notification/notification-no-25-
2022.pdf
4. Income tax 7th Amendment Rules, 2022 [Notification No. 26 Dated April 5,
2022]
The Central Board of Direct Taxes hereby makes the Income-tax (Seventh
Amendment) Rules, 2022 as per which after PART IX-A, PART IX-AA related to
Dispute Resolution Committee shall be inserted as follows:

Regulatory Updates
PART IX-AA DISPUTE RESOLUTION COMMITTEE

Rule 44DAA - Constitution of Dispute Resolution Committee
Rule 44DAB - Application for resolution of dispute before the Dispute Resolution
Committee
Rule 44DAC - Power to reduce or waive penalty imposable or grant immunity
from prosecution or both under the Act
Rule 44DAD - Definitions (Dispute Resolution Committee, Specified Order,
Specified Condition, Specified Person)
FORM NO. 34BC - Application to the Dispute Resolution Committee
For details:
https://egazette.nic.in/WriteReadData/2022/234848.pdf
5. e-Dispute Resolution Scheme, 2022 [Notification No. 27 Dated April 5, 2022]
The Central Government hereby makes e-Dispute Resolution Scheme, 2022. The
scheme specifies the following:
Scope and Procedure
Application for Dispute Resolution and Screening of Application by
Committee
Procedure to be followed by Dispute Resolution Committee
Powers of the Dispute Resolution Committee
Waiver of penalty imposable and Immunity from prosecution
Appeal or revision
Authorisation to be filed
Exchange of communication exclusively by electronic mode
Authentication and Delivery of electronic record
No personal appearance before the Dispute Resolution Committee
Proceedings not open to the public
Language of the Dispute Resolution Committee
Power to specify format, mode, procedure and processes
For details:
https://egazette.nic.in/WriteReadData/2022/234851.pdf
6. Income tax 8th Amendment Rules, 2022 [Notification No. 28 Dated April 6,
2022]
The Central Board of Direct Taxes (CBDT) has issued the Income-tax (8th
Amendment) Rules, 2022 to further amend the Income-tax Rules, 1962. This has
come into force on April 6, 2022.

Regulatory Updates
The following has been amended namely:
• In Rule 2F which specify “Guidelines for setting up an Infrastructure Debt
Fund for the purpose of exemption under clause (47) of section 10” the
following sub-rules has been substituted namely:
1. Sub-rule (3) which now states “The Infrastructure Debt Fund shall
issue - Rupee denominated bonds or foreign currency bonds in
accordance with the directions of Reserve Bank of India and the
relevant regulations under the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2000, as amended from time to time.
2. Sub-rule (4) which now states “The terms and conditions of a bond
issued by the Infrastructure Debt Fund, - under clause (i) of sub-rule
(3) shall be in accordance with the directions of the Reserve Bank of
India and the regulations referred to in the said clause.”
• In Rule 8B(1) which specify “Application by an infrastructure capital
company or infrastructure capital fund or a public sector company for
notification under any zero coupon bond” the proviso has been substituted
as follows:
“Provided that an application shall not be made for notification of a bond
which is to be issued beyond a period of two financial years following the
financial year in which such application is made.”
• In Rule 8B(2) which specify “Documents required” clause (i) has been
substituted, as per which “Where the application is made by any
infrastructure capital company or infrastructure debt fund or a public
sector company, being a Government company defined under clause (45) of
section 2 of the Companies Act, 2013, a copy of certificate of incorporation
under the Companies Act, 2013”.
• Rule 8B(8) has been introduced as per which “The application in Form No.
5B referred to in sub-rule (1) and the certificate of accountant in Form 5BA
referred to in sub-rule (6) shall be furnished electronically either under
digital signature or electronic verification code”.
For details :
https://incometaxindia.gov.in/communications/notification/notification-no28-
2022.pdf
7. Notification No. 29 [Dated April 11, 2022]
The Central Government notifies “The Somnath Temple managed by Shree
Somnath Trust (PAN: AAATS9555Q)” to be place of historic importance and a
place of public worship of renown for the purposes of clause (b) of sub-section (2)
of section 80G of the Income-tax Act, 1961.
For details:
2022.pdf

Regulatory Updates

The Central Government notifies, for the purposes of the clause (46) of section 10
of the Income-tax Act, 1961, ‘Rajasthan Electricity Regulatory Commission’ (PAN
AAABR0296D), a Commission constituted by the state Government of Rajasthan,
in respect of the certain specified income arising to that Commission subject to
fulfillment of certain condition.
For details:
2022.pdf
The Central Government hereby notifies the National Bank for Financing
Infrastructure and Development, established under section 3 of the National Bank
for Financing Infrastructure and Development Act, 2021, for the purposes of
clause (48D) of section 10 of the Income-tax Act, 1961 for a period of ten
consecutive assessment years beginning from the assessment year 2022-2023.
For details:
2022.pdf
The Central Government hereby approves ‘Sri Sharada Institute of Indian
Management Research Foundation Trust, New Delhi, (PAN: AAJTS0088H)’ as
‘other Institution’ under the category of ‘University, College or other institution’
for research in social science or statistical research for the purposes of clause (iii)
of sub-section (1) of section 35 of the Income-tax Act, 1961 read with rules 5C and
5E of the Income-tax Rules, 1962.
For details:
2022.pdf
The Central Government hereby notifies for the purposes of clause (46) of section
10 of the Income-tax Act, 1961, ‘Gujarat Real Estate Regulatory Authority’ (PAN
AAAGG1260R), an Authority constituted by the State Government of Gujarat, in
respect of the certain specified income arising to that Authority, subject to
fulfilment of certain conditions.
For details:
2022.pdf
The Central Government hereby notifies for the purposes of (46) of section 10 of
the Income-tax Act, 1961, ‘SEEPZ Special Economic Zone Authority’ (PAN
AAALS4995G), an Authority constituted under the Special Economic Zone Act,

Regulatory Updates
2005 by the Government of India, in respect of the following specified income
arising to that Authority, subject to fulfilment of certain conditions.
For details:
2022.pdf
13. Additional conditions for compulsory filing of Income Tax return
[Notification No. 37 Dated April 21, 2022]
CBDT has notified additional conditions under section 139(1) of Income Tax Act
1961 for compulsory return filing which are as follows:
(i) if his total sales, turnover or gross receipts, as the case may be, in the
business exceeds sixty lakh rupees during the previous year; or
(ii) if his total gross receipts in profession exceeds ten lakh rupees during the
previous year; or
(iii) if the aggregate of tax deducted at source and tax collected at source during
the previous year, in the case of the person, is twenty-five thousand rupees
or more; or
(iv) the deposit in one or more savings bank account of the person, in
aggregate, is rupees fifty lakh or more during the previous year:
For details:
2022.pdf
14. Income tax 10th Amendment Rules 2022 [Notification No. 42 Dated April 22,
2022]
The Central Board of Direct Taxes vide notification dated 22nd April, 2022 has
issued the Income-tax (10th Amendment) Rules, 2022. The amendment provides
that Forms or modes of investment or deposits by a charitable or religious trust or
institution recognized by the rules include investment made by a person in the
equity share capital or bonds or debentures of Open Network for Digital
Commerce Ltd, being a section 8 (Non-profit) company for participating in
network based open protocol models which enable digital commerce and
interoperable digital payments in India.
For details:
https://incometaxindia.gov.in/communications/notification/notification_no_42_202
2.pdf
The Central Government hereby notifies for the purposes of clause (46) of section
10 of the Income-tax Act, 1961, Tamilnadu Construction Workers Welfare Board
(PAN AAATT9440P), a Board constituted by the state Government of Tamil Nadu,
in respect of the certain specified income arising to that Board, subject to
fulfilment of certain conditions.
For details:
2022.pdf

Regulatory Updates
16. Income tax 11th Amendment Rules 2022 [Notification No. 48 Dated April 29,
2022]
The Central Board of Direct Taxes vide notification dated 29th April, 2022 has
issued the Income-tax (Eleventh Amendment) Rules, 2022 The amendment
provides that following class of persons shall file return of income relating to the
assessment year commencing on the 1st day of April, 2020 and subsequent
assessment years, in the Form ITR-U Electronically under digital signature.
1. Individual, or Hindu undivided family or a firm or limited liability
partnership or an association of persons or a body of individuals, whether
incorporated or not, or a local authority or an artificial juridical person in
whose case accounts are required to be audited under section 44AB of the
Act or a Company or a political party required to furnish a return in Form
ITR-7.
2. Individual, or Hindu undivided family, or firm, or limited liability
partnership, or an association of persons or a body of individuals, whether
incorporated or not, or a local authority or an artificial juridical person.
For details:
2022.pdf

Regulatory Updates
BANKING - LAWS
1. Review of Requirement of Counter-Cyclical Capital Buffer (Press Release:

2022-2023/18 dated April 05, 2022)
The framework on Countercyclical Capital Buffer (CCyB) was put in place by the
Reserve Bank in terms of guidelines issued on February 5, 2015 wherein it was
advised that the CCyB would be activated as and when the circumstances
warranted, and that the decision would normally be pre-announced. The
framework envisages the credit-to-GDP gap as the main indicator, which may be
used in conjunction with other supplementary indicators. Based on the review and
empirical analysis of the CCyB indicators, it has been decided that it is not
necessary to activate CCyB at this point in time.
For details:
https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=53516
2. Establishment of Digital Banking Units (DBUs) (Notification no. RBI/2022-
23/19 DOR.AUT.REC.12/22.01.001/2022-23 dated April 07, 2022)
In recent times, digital banking has emerged as the preferred banking service
delivery channel in the country along with ‘brick and mortar’ banking outlets.
Reserve Bank has been taking progressive measures to improve availability of
digital infrastructure for banking services. In furtherance of this objective and as a
part of efforts to accelerate and widen the reach of digital banking services, the
concept of “Digital Banking Units” (DBUs) is being introduced by the Reserve
Bank. In pursuance of announcements made in the Union Budget 2022-23,
guidelines have been prepared for setting up of Digital Banking Units (DBUs) by
commercial banks on the basis of recommendations of a Working Group formed
by RBI which included representatives of banks and Indian Banks' Association
(IBA).
For details:
https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12285&Mode=0
3. Compliance Function and Role of Chief Compliance Officer (CCO)
(Notification no. RBI/2022-23/24Ref.No.DoS.CO.PPG./ SEC.01 / 11.01.005/
2022-23 dated April 11, 2022)
The Reserve Bank issued the guidelines on ‘Scale Based Regulation (SBR): A
Revised Regulatory Framework for NBFCs’ on October 22, 2021. As per these
guidelines, Non-Banking Financial Companies in the Upper Layer (NBFC-UL) and
Middle Layer (NBFC-ML) would be required, inter alia, to have an independent
Compliance Function and a Chief Compliance Officer (CCO). As part of the overall
structure for Corporate Governance, Compliance Function serves a critical role.
Accordingly, it has been decided to introduce certain principles, standards and
procedures for Compliance Function in NBFC-UL and NBFC-ML, keeping in view
the principles of proportionality. NBFC-UL and NBFC-ML shall put in place a Board
approved policy and a Compliance Function, including the appointment of a Chief
Compliance Officer (CCO), based on the specified Framework latest by April 01,
2023 and October 01, 2023, respectively.

Regulatory Updates
For details:
4. Basel III Framework on Liquidity Standards – Liquidity Coverage Ratio (LCR)
(Notification no. RBI/2022-23/25DOR.LRG.REC.19/21.04.098/2022-23
dated April 18, 2022)
In terms of the circular DOR.BP.BC.No.65/21.04.098/2019-20 dated April 17,
2020 , the assets allowed as Level 1 High Quality Liquid Assets (HQLAs) for the
purpose of computing the LCR, inter alia, include (a) Government securities in
excess of the mandatory SLR requirement and (b) within the mandatory SLR
requirement, Government securities to the extent allowed under (i) Marginal
Standing Facility (MSF) and (ii) Facility to Avail Liquidity for Liquidity Coverage
Ratio (FALLCR) [15 per cent of the banks’ Net Demand and Time Liabilities
(NDTL)]. Since MSF has been reduced to 2 per cent from 3 per cent of NDTL from
January 1, 2022, the total HQLA carve out from the mandatory SLR, which can be
reckoned for meeting LCR requirement, has reduced to 17 per cent of NDTL (2 per
cent MSF plus 15 per cent FALLCR) from 18 percent. On a review, it has been
decided to permit banks to reckon Government securities as Level 1 HQLA under
FALLCR within the mandatory SLR requirement up to 16 per cent of their NDTL.
Accordingly, the total HQLA carve out from the mandatory SLR, which can be
reckoned for meeting LCR requirement will be 18 per cent of NDTL (2 per cent
MSF plus 16 per cent FALLCR).
For details:
5. Disclosures in Financial Statements- Notes to Accounts of NBFCs
(Notification no. RBI/2022-23/26DOR.ACC.REC.No.20/21.04.018/2022-23
Non-Banking Finance Companies (NBFCs) are required to make disclosures in
their financial statements in accordance with existing prudential guidelines,
applicable accounting standards, laws, and regulations. The additional disclosure
requirements for NBFCs in accordance with the SBR framework. These disclosures
are in addition to and not in substitution of the disclosure requirements specified
under other laws, regulations, or accounting and financial reporting standards.
More comprehensive disclosures than the minimum required are encouraged,
especially if such disclosures significantly aid in the understanding of the financial
position and performance.
For details:

Regulatory Updates
6. Loans and Advances – Regulatory Restrictions – NBFCs
(Notification no. RBI/2022-23/29DOR.CRE.REC.No.25/03.10.001/2022-23
Circular on Scale Based Regulation (SBR): A Revised Regulatory Framework for
NBFCs issued on October 22, 2021, certain regulatory restrictions on lending were
introduced in respect of NBFCs placed in different layers. Detailed guidelines in
this regard issued and shall be effective from October 01, 2022.
For details:
7. Large Exposures Framework for Non-Banking Financial Company - Upper
Layer (NBFC-UL)
(Notification no. RBI/2022-23/32DOR.CRE.REC.24/21.01.003/2022-23
The Reserve Bank of India has issued “Scale Based Regulation (SBR): A Revised
Regulatory Framework for NBFCs”, in terms of which a Large Exposure
Framework (LEF) is prescribed for NBFCs in the Upper Layer. Prudential
guidelines on exposure norms aim at addressing credit risk concentration in
NBFCs. These instructions set out to identify large exposures, refine the criteria for
grouping of connected counterparties and put in place reporting norms for large
exposures.
For details:
8. Issue and regulation of share capital and securities - State Co-operative
Banks and District Central Co-operative Banks (Notification no. RBI/2022-
23/31DOR.CAP.REC.22/09.18.201/2022-23 dated April 19, 2022)
The Banking Regulation (Amendment) Act, 2020, notified in the Gazette of India
on September 29, 2020, has come into force with effect from April 01, 2021 for
Rural Co-operative Banks (RCBs), i.e. State Co-operative Banks (StCBs) and
District Central Co-operative Banks (DCCBs). The extant instructions for RCBs on
issue and regulation of capital funds have been reviewed keeping in view, inter
alia, the provisions of Section 12 read with Section 56 of the amended Banking
Regulation Act, 1949.
For details:
9. Modified Interest Subvention Scheme for Short Term Loans for Agriculture
and Allied Activities availed through Kisan Credit Card (KCC) during the
financial year 2021-22
(Notification no. RBI/2022-23/35 FIDD.CO.FSD.BC.No.3/05.02.001/2022-23
In order to provide short term crop loans and short term loans for allied activities
including animal husbandry, dairy, fisheries, bee keeping etc. upto an overall limit
of Rs. 3 lakh to farmers through KCC at concessional interest rate during the year
2021-22, it has been decided to provide interest subvention of 2% per annum to
lending institutions viz. Public Sector Banks (PSBs) and Private Sector Banks (in
Regulatory Updates
respect of loans given by their rural and semi-urban branches only), Small Finance
Banks (SFBs) and computerized Primary Agriculture Cooperative Societies (PACS)
which have been ceded with Scheduled Commercial Banks (SCBs), on use of their
own resources.
For details:
***

Company Law
Corner

Company Law Corner
ALL ABOUT GOVERNMENT COMPANIES
1. Meaning of ‘Government Company’

Section 2(45) of Companies Act, 2013 states that "Government Company" means any
company in which not less than fifty-one per cent of the paid-up share capital is held by
the Central Government, or by any State Government or Governments, or partly by the
Central Government and partly by one or more State Governments, and includes a
company which is a subsidiary company of such a Government company;
Explanation.- For the purposes of this clause, the "paid up share capital" shall be
construed as "total voting power", where shares with differential voting rights have
been issued.
Section 2(64) of Companies Act, 2013 states that "paid-up share capital" or "share
capital paid-up" means such aggregate amount of money credited as paid-up as is
equivalent to the amount received as paid-up in respect of shares issued and also
includes any amount credited as paid-up in respect of shares of the company, but does
not include any other amount received in respect of such shares, by whatever name
called.
Ajay Hasia and Others vs. Khalid Mujib Sheravardi & Others (1980) - Supreme Court
Government Company may symbolise the State
In this case, it was stated by Justice Bhagwati that the Government Company may symbolise
the State. Being an authority, a Government Company shall be equivalent to a state and must
also accept all the obligations of the state. It was held that if the company is an agency of the
government, then it would be an authority within the meaning of Article 12 of the Indian
Constitution.
Question whether an entity is a State within the meaning of Article 12 has to be decided by
taking into consideration the cumulative facts as established and that whether such body or
entity is financially, functionally and administratively dominated by or under the control of
the Government. The question arises that how should it be determined as to whether a
Government Company is an instrumentality or an agency of the Government or not?
An attempt to lay down tests in regard was made in Ramana Dayaram Shetty v. International
Airports Authority of India, are as follows:
If the entire share capital of the corporation is held by Government, it would go a long
way towards indicating that the corporation is an instrumentality or agency of
Government;
Existence of deep and pervasive State control may afford an indication that the
corporation is a State agency or instrumentality;
It may also be a relevant factor whether the corporation enjoys monopoly status
which is State conferred or State protected;
If the functions of the corporations are of public importance and closely related to
Government functions, it would be a relevant factor in classifying the corporation as
an instrumentality or agency of Government.
Specifically if a department of Government is transferred to a corporation it would
be a strong factor supporting this inference of the corporation being an
instrumentality or agency of the government.

Company Law Corner
2. Relaxations for Government Companies
Ministry of Corporate Affairs (MCA) had issued a notification on June 05, 2015 which
provided various exemptions to Government Companies under Companies Act, 2013.
Later MCA issued another notification dated June 13, 2017 amending the June 05, 2015
notification.
A Government Company can claim various relaxations under Companies Act, 2013 if it
has not defaulted in filing its Financial Statements or Annual Return with the Registrar.
The Major privileges to Government Companies under Companies Act, 2013 are
summarized below:
 Chapter II- Section 4 of Companies Act, 2013 - Name:
Section 4(1) of Companies Act, 2013 states that,
The memorandum of a company shall state—
(a) the name of the company with the last word "Limited" [in the case of a public
limited company, or the last words "Private Limited" in the case of a private limited
company].
Government Company is not required to mention “Limited” or “Private Limited”
with its name.
 Chapter IV- Section 56 of Companies Act, 2013 - Transfer and Transmission of
Securities:
Section 56(1) of Companies Act, 2013 relating to Transfer of Shares is not applicable
to Government Company in respect of Securities held by nominees of the
Government. Government Company is not required to submit Form SH-4 in case of
transfer of shares, if the person is acting as a nominee of the Government.
The provisions of section 56(1), in so far as it requires a proper instrument of
transfer, to be duly stamped and executed by or on behalf of the transferor and by
or on behalf of the transferee, shall not apply with respect to bonds issued by a
Government company, provided that an intimation by the transferee specifying his
name, address and occupation, if any, has been delivered to the company along with
the certificate relating to the bond; and if no such certificate is in existence, along
with the letter of allotment of the bond.
In case of transfer of Bonds issued by a Government Company, Instrument of
transfer is not required to be executed and delivered to the Company provided an
intimation regarding the transfer supported by the details of the transferee and the
relevant bond certificate is delivered to the Company.
 Chapter VII- Section 89 of Companies Act, 2013- Declaration in respect of
beneficial interest in any share:
Where the name of a person is entered in the register of members of a company as
the holder of shares in that company but who does not hold the beneficial interest
in such shares, such person shall make a declaration within such time and in such
form as may be prescribed to the company specifying the name and other
particulars of the person who holds the beneficial interest in such shares.
Every person who holds or acquires a beneficial interest in share of a company shall
make a declaration to the company specifying the nature of his interest, particulars

Company Law Corner
of the person in whose name the shares stand registered in the books of the
company and such other particulars as may be prescribed.
This Section is not applicable to Government Company.
 Chapter VII- Section 90 of Companies Act, 2013- Register of significant
beneficial owners in a company:
(1) Every individual, who acting alone or together, or through one or more
persons or trust, including a trust and persons resident outside India, holds
beneficial interests, of not less than twenty-five per cent. or such other
percentage as may be prescribed, in shares of a company or the right to
exercise, or the actual exercising of significant influence or control as defined
in clause (27) of section 2, over the company, shall make a declaration to the
company, specifying the nature of his interest and other particulars, in such
manner and within such period of acquisition of the beneficial interest or
rights and any change thereof, as may be prescribed:
Provided that the Central Government may prescribe a class or classes of
persons who shall not be required to make declaration under this sub-section.
(2) Every company shall maintain a register of the interest declared by individuals
under sub-section (1) and changes therein which shall include the name of
individual, his date of birth, address, details of ownership in the company and
such other details as may be prescribed.
(3) The register maintained under sub-section (2) shall be open to inspection by
any member of the company on payment of such fees as may be prescribed.
(4) Every company shall file a return of significant beneficial owners of the
company and changes therein with the Registrar containing names, addresses
and other details as may be prescribed within such time, in such form and
manner as may be prescribed.
 Chapter VII- Section 96(2) of Companies Act, 2013 - Place of Annual General
Meeting:
Every Annual General Meeting (AGM) shall be called during business hours, that is,
between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held
either at the registered office of the company or at some other place within the city,
town or village in which the registered office of the company is situated.
In case of Government Company, in Sub- section (2) of Section 96 for the words
"some other place within the city, town or village in which the registered office of
the company is situate", the words "such other place as the Central Government may
approve in this behalf” is applicable.
AGM of Government Company shall be held either at the registered office of the
company or at such other place within the city, town or village in which registered
office is situated or at such other place as may be approved by Central Government.

Company Law Corner
 Chapter IX- Section 129 of Companies Act, 2013- Financial Statements:
Section 129 of the Companies Act, 2013 which stands for the Segment reporting in
case the company has the segment has been relaxed and the compliance of
Accounting Standard 17 has been made voluntary for the Government Company as
per Notification dated June 05, 2015.
 Chapter XI - Section 149(1) of Companies Act, 2013 - Appointment of more
than 15 Directors:
Every company shall have a Board of Directors consisting of individuals as directors
and shall have a maximum of fifteen directors:
Section 149(1)(b) of Companies Act, 2013 shall not apply to the Government
Company, which says that any company should not have more than 15 directors.
 Chapter XI - Section 152(6) and (7) of Companies Act, 2013 – Retirement of
Directors by rotation
The provisions relating to compulsory retirement of directors by rotation shall not
apply to a Government Company if it is an unlisted Government Company; or It is a
subsidiary of an unlisted Government Company.
 Chapter XI - Section 162 of Companies Act, 2013 - Appointment of Directors to
be voted individually:
Section 162 of Companies Act, 2013 (1) At a general meeting of a company, a motion
for the appointment of two or more persons as directors of the company by a single
resolution shall not be moved unless a proposal to move such a motion has first
been agreed to at the meeting without any vote being cast against it.
(2) A resolution moved in contravention of sub-section (1) shall be void, whether
or not any objection was taken when it was moved.
(3) A motion for approving a person for appointment, or for nominating a person
for appointment as a director, shall be treated as a motion for his appointment.
In case of Government Company - Section 162 shall not apply to:-
(a) a Government Company in which the entire paid up share capital is held by the
Central Government, or by any State Government or Governments or by the
Central Government and one or more State Governments;
(b) a subsidiary of a Government Company, referred to in (a) above, in which the
entire paid up share capital is held by that Government Company.
Appointment of Directors to be voted individually shall not apply to Government
Company and also its wholly owned subsidiary.
 Chapter XI - Section 164(2) of Companies Act, 2013 - Disqualifications for
Appointment of Director:
As per Section 164(2) of Companies Act, 2013, No person who is or has been a
director of a company which—
(a) has not filed financial statements or annual returns for any continuous period
of three financial years; or
(b) has failed to repay the deposits accepted by it or pay interest thereon or to
redeem any debentures on the due date or pay interest due thereon or pay any
Company Law Corner
dividend declared and such failure to pay or redeem continues for one year or
more,
shall be eligible to be re-appointed as a director of that company or appointed in
other company for a period of five years from the date on which the said
company fails to do so.
 Chapter XI- Section 170 of Companies Act, 2013- Register of Directors:
Every company shall keep at its registered office a register containing such
particulars of its directors and key managerial personnel as may be prescribed,
which shall include the details of securities held by each of them in the company or
its holding, subsidiary, subsidiary of company’s holding company or associate
companies.
A return containing such particulars and documents as may be prescribed, of the
directors and the key managerial personnel shall be filed with the Registrar
within thirty days from the appointment of every director and key managerial
personnel, as the case may be, and within thirty days of any change taking place.
Section 170 is not applicable to Government Company in which the entire share
capital is held by the Central Government, or by any State Government or
Governments or by the Central Government or by one or more State Governments.
 Chapter XII - Section 186 of Companies Act, 2013 - Loan and Investment by
Company:
In case of Government Company - Section 186 shall not apply to :-
(a) a Government Company engaged in defence production;
(b) a Government Company, other than a listed company, in case such company
obtains approval of the Ministry or Department of the Central Government
which is administratively in State Government before making any loan or
giving any guarantee or providing any security or making any investment
under the section.
 Chapter XIII - Section 197 of Companies Act, 2013 - Overall Maximum
Managerial Remuneration and Managerial Remuneration in case of absence
or inadequacy of profits:
The total managerial remuneration payable by a public company, to its directors,
including managing director and whole-time director, and its manager in respect of
any financial year shall not exceed 11% of the net profits of that company for that
financial year computed in the manner laid down in section 198 except that the
remuneration of the directors shall not be deducted from the gross profits.
Section 197 relating to the remuneration to the managerial personnel would not
apply to the Government Companies and limits prescribed there in would also not
form part of the policy of the company.

Company Law Corner
 Chapter XV- Section 230 to Section 232 of Companies Act, 2013- Compromises,
Arrangements and Amalgamations:
In case of government companies, instead of the National Company Law Tribunal
(NCLT), the Central Government is empowered to approve the compromise
arrangement and amalgamations.
 Chapter XXVIII - Section 439 of Companies Act, 2013-Offences to be Non-
cognizable:
As per Section 439(1) Notwithstanding anything in the Code of Criminal Procedure,
1973, every offence under this Act except the offences referred to in sub-section (6)
of section 212 shall be deemed to be non-cognizable within the meaning of the said
Code.
No court shall take cognizance of any offence under this Act which is alleged to have
been committed by any company or any officer thereof, except on the complaint in
writing of the Registrar, a shareholder or a member of the company, or of a person
authorised by the Central Government in that behalf:
Provided that the court may take cognizance of offences relating to issue and
transfer of securities and non-payment of dividend, on a complaint in writing, by a
person authorised by the Securities and Exchange Board of India.
In case of government company, No court shall take cognizance of any offence under
this Act which is alleged to have been committed by any company or any officer
thereof, except on the complaint in writing of a person authorised by the Central
Government in that behalf.
3. Annual Reports on Government Companies
Section 394(1) of Companies Act, 2013 states that where the Central Government is a
member of a Government company, the Central Government shall cause an annual
report on the working and affairs of that company to be—
(a) prepared within three months of its annual general meeting before which the
comments given by the Comptroller and Auditor-General of India (CAG) and the
audit report is placed under the proviso to sub-section (6) of section 143; and
(b) as soon as may be after such preparation, laid before both Houses of Parliament
together with a copy of the audit report and comments upon or supplement to
the audit report, made by the Comptroller and Auditor-General of India.
As per Section 394(2) of Companies Act, 2013 states that where in addition to the
Central Government, any State Government is also a member of a Government
company, that State Government shall cause a copy of the annual report prepared
under sub-section (1) to be laid before the House or both Houses of the State
Legislature together with a copy of the audit report and the comments upon or
supplement to the audit report referred to in sub-section (1).
The annual reports along with the audit reports of a Government company are laid
before parliament if it is a Central Government Company. If the Government Company
is a State Government Company, then the annual reports of that company are placed
before the State legislature.

Company Law Corner
4. Audit of Government Companies

The first auditor shall be appointed by the Comptroller and Auditor-General of India
within 60 days from the date of registration of the company and in case the Comptroller
and Auditor-General of India does not appoint such auditor within the said period, the
Board of Directors of the company shall appoint such auditor within the next 30 days;
and in the case of failure of the Board to appoint such auditor within the next thirty
days, it shall inform the members of the company who shall appoint such auditor within
the sixty days at an extraordinary general meeting, who shall hold office till the
conclusion of the first annual general meeting.
5. Board Composition in Government Companies
The Board of Directors has to exercise strategic oversight over business operations
while directly measuring and rewarding management’s performance. Simultaneously
the Board has to ensure compliance with the legal framework, integrity of financial
accounting and reporting systems and credibility in the eyes of the stakeholders
through proper and timely disclosures. In a Government Company the Directors are
nominated by the Government.
6. Government Companies are not eligible for political contribution
Section 182 of the Companies Act, 2013 prohibits Government Companies to make
political contribution. A donation or subscription or payment caused to be given by a
company on its behalf or on its account to a person who, to its knowledge, is carrying
on any activity which, at the time at which such donation or subscription or payment
was given or made, can reasonably be regarded as likely to affect public support for a
political party shall also be deemed to be contribution of the amount of such donation,
subscription or payment to such person for a political purpose.
Amount of expenditure incurred directly or indirectly by a company on advertisement
in any publication, in the nature of a souvenir, brochure, tract, pamphlet or the like shall
also be deemed—
to be a contribution to such political party, where such publication is by or on
behalf of a political party
to be a contribution for a political purpose, in case such publication is not by or on
behalf of but for the advantage of a political party.
References:
1. https://e-book.icsi.edu/notificationdetail.aspx?acturl=6CoJDC4uKVUR7C9Fl4Rzdat
yDbeJTqg3XHmN4i4mFb+v2wWhMvQoFsXKgJTHtRr9VmNjj/XQUFc9vZ6tRKIi2gIh
xfNI2SOK
2. https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/acts.html?Act
=NTk2MQ==
3. https://blog.ipleaders.in/indirect-ownership-control-government-company-
conceptual-view/#:~:text=Constitution%20of%20India.-,Definition%20of%20
government%20company%20(Companies%20Act%2C%202013),State%20govern
ment%20or%20governments%3B%20or
4. http://www.legalservicesindia.com/article/1443/Government-Companies.html
***

Legal World

Legal World
CORPORATE LAWS
Landmark Judgement
V.S. KRISHNAN & ORS v. M/S WESTFORT HI-TECH HOSPITAL LTD & ORS [SC]
Civil Appeal No. 1473 of 2008
Tarun Chatterjee & P. Sathasivam, JJ. [Decided on 21/02/2008]
Equivalent Citations: (2008) 142 Comp Cas 235; [2008] 83 CLA 371.
Companies Act, 1956- sections 397 &398- legitimate expectation to get reappointed- whether
permissible-Held, No.
Brief facts : The petitioner and five others filed a company petition before the CLB alleging
oppression and mismanagement under sections 397 and 398 which was allowed by the CLB. On
appeal the Kerala High Court set aside the CLB judgement. Against this judgement of the High
Court, the appellants were before the Supreme Court.
Out of many issues, we are concerned with the issues of the tenability of the extension of the
principle of “legitimate expectation” to certain retiring directors seeking automatic
reappointment; and whether mere unfairness would constitute an act of oppression?
Decision : Appeals dismissed.
Reason : The issue of re-appointment of retired directors on the theory of 'legitimate expectation'
was considered by the High Court in detail. It is the stand of the second respondent (Chairman of
the Company), that there was no specific promise that these petitioners would be given
directorship permanently. The materials placed and discussed before the CLB show that there was
full disclosure of retirement of one- third directors and election to that place are in accordance
with the Act and Articles of Association and theory of 'legitimate expectation' has no application. It
was also highlighted before the CLB as well as the High Court that out of eight directors elected, six
were not related to Chairman. It was asserted that Chairman and his family stood personal
guarantee to Rs.21.99 crores whereas NRI directors have not stood personal guarantee for any
loan. Though CLB has observed that the principle of 'legitimate expectation' is applicable in the
case of the petitioners, in the light of the materials placed and the stand taken by the contesting
respondents, we are of the view that the claim 'legitimate expectation' cannot be extended to and
there is no specific promise that the petitioners would be given directorship permanently. Even
otherwise, the same cannot be accepted in view of the mandate of the statute that 1/3rd of the
directors have to retire in a year by rotation. Accordingly, we accept the conclusion arrived at by
the High Court and reject the decision of the CLB on this aspect.
As rightly pointed out that CLB missed a most basic principle of Section 397, namely, that mere
unfairness does not constitute oppression. When the petitioners were given the right to subscribe
to the 'rights issue' along with all others in the same proportion, no prejudice, whatsoever, could
have been caused to them. It is not in dispute even by the petitioners that the need for more funds
was an admitted position. In Needle Industries (supra) this Court has pointed out if there is a need
for funds the fact that the directors have incidentally enriched themselves would not entail a court
to set aside the issue of shares. In fact, no unfair prejudice has been caused to the petitioners. The
CLB failed to take note of all these vital aspects and relied on irrelevant materials. Apart from
Legal World
these, it is pointed out that the company having turned the corner and doing well, it would be fair
exercise of discretion by this Court not to interfere with the High Court judgment.
In the light of the above discussion, we are of the view that the impugned judgment of the High
Court is fair to both sides and safeguards the interest of the directors and shareholders; hence
there is no valid ground to interfere under Article 136 of the Constitution of India.
COMPETITION & CONSUMER LAWS

NATIONAL RESTAURANT ASSOCIATION OF INDIA v. ZOMATO LIMITED (‘ZOMATO’) & ANR [CCI]
Case No. 16 of 2021
A.K.Gupta, Sangeeta Verma & B.S.Bishnoi. [Decided on 04/04/2022]
Competition Act, 2002- sections 3 &4 – restraining competition and abuse of dominance- bundling of
food delivery services and other practices- whether anti - competitive and abuse of dominance- prima
facie yes and investigation by DG ordered.
Brief facts : NRAI states that both Zomato and Swiggy are logistics-enabled restaurant
marketplaces and have features of a platform with 'search compare booking' and delivering
option, providing their services to distinct but inter-dependent consumer groups, being restaurant
partners ('RPs') on one side, and the end-consumers/consumers ordering food on the other side
where network effect plays a vital role. NRAI , inter alia, made the following allegations:
Bundling of food delivery services with the food ordering services on their platform by
Zomato and Swiggy. Allegedly, such delivery services are not optional for the RPs who wish
to avail the listing service, and they are forced to take the delivery service of the platform.
Such bundling of delivery service with the core listing services is anti-competitive, since it
forecloses competition and creates barriers for new entrants in the downstream market for
hyperlocal deliveries. It also creates an impediment to innovation and improvement in
distribution of food, which could also be done by hyperlocal delivery entities, and not
allowing the same is to the detriment of RPs and end-consumers alike.
The OPs engage in the practice of data masking, where the RPs receive no data or
information about the end- consumers to whom the food is delivered. The RPs receive
temporary landline number instead of customer's phone number. The effect of such data
masking is that the RPs are not aware of where the food is being delivered, to whom and in
how much time. The same creates lack of transparency from the perspective of RPs and they
receive least information despite being accountable for the services offered by them. Further,
payments are being deducted by OPs for poor customer satisfaction without the RPs even
knowing the reasons thereof. In addition, NRAI has alleged that the privacy policies of the
OPs show that consent is taken from customers to share information with RPs, however,
practically, such data is never shared with the RPs and is instead used by the OPs to their
advantage, especially for the creation of their private labels.
OPs are engaging in a dual role on their platform where they list their own cloud kitchen
brands exclusively on their platform, akin to private labels, thereby creating an inherent
conflict of interest in the platform's role as an intermediary on one hand and as a participant
on the other hand.
Decision : Investigation ordered.
Reason : After careful perusal of the allegations as well as the submissions made by the parties,
the Commission is of the view that prima facie a conflict of interest situation has arisen in the
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present case, both with regard to Swiggy as well as Zomato, because of the presence of commercial
interest in the downstream market, which may come in the way of them acting as neutral
platforms. This requires a detailed examination. Given that platforms are vertically related with
the RPs, including their private brands and those operating through their respective cloud
kitchens, such arrangements whereby preferential treatment is accorded to some entities can be
looked as a potential contravention of Section 3(4) read with Section 3(1) of the Act.
Swiggy has accepted having presence with regard to both private brands as well as cloud kitchens.
Though Swiggy has claimed that private labels operated by it constitutes a small portion of its
business with less than 1% of its turnover, NRAI in its rejoinder has disputed the said percentage
stating that Swiggy's private labels for the FY 2020 constituted 15% of the operating revenue of
Swiggy. As regards Zomato, even if it does not 'own' the Access Kitchen space or the brand that
operates from that Kitchen space, the revenue structure being created by Zomato, as is apparent
from the Access Kitchen programme highlighted by NRAI in the information, under which Zomato
facilitates the RPs in getting access to those kitchen spaces (owned by third parties) in return for
commission from rent as well as all orders placed in such Access Kitchens (whether placed
through Zomato or otherwise), calls for a scrutiny. Further, Zomato also has minimum business
obligations with some of the RPs which also incentivises it to divert traffic to such RPs. Thus, even
if Zomato does not own the kitchen space as claimed by it, prima facie the Commission is satisfied
that the revenue interest that exists in favor of Zomato, along with minimum guarantee obligation,
can act as an incentive to divert traffic to the RPs situated in those Access Kitchens.
Thus, in case of both Swiggy and Zomato, from an overall appreciation of the facts, prima facie
there exists a conflict of interest situation, warranting a detailed scrutiny into its impact on the
overall competition between the RPs vis-à-vis the private brands/entities which the platforms
may be incentivised to favor. Both Swiggy and Zomato operate as major intermediary platforms in
the food delivery space, underscoring their market power and ability to adversely as well as
appreciably affect the level playing field. Preferential treatment accorded to the RPs in which
these platforms have an equity or revenue interest can create barriers for the existing RPs to
compete on fair terms. Such preferential treatment can be through various ways given the
platform's control over different aspects that influence competition on them, including control
over deliveries, search ranking etc. which can only be examined appropriately in an investigation.
In view of the foregoing as well as conflicting submissions made by the parties, including relevant
data brought on record, the Commission is of the view that this allegation merits an investigation
under Section 3(4) read with Section 3(1) of the Act.
The Commission has given a thoughtful consideration to the submissions made by Zomato and
Swiggy on the allegations pertaining to delayed payment cycle, imposition of one-sided clauses in
the agreement, charging of exorbitant commission etc. and based on those submissions, the
Commission is of the view that prima facie these do not seem to have an effect on competition in
the facts and circumstances of the present case.
However, as discussed in the foregoing paragraphs, the Commission is of the view that there exists
a prima facie case with respect to some of the conduct of Zomato and Swiggy, which requires an
investigation by the Director General ('DG'), to determine whether the conduct of the OPs have
resulted in contravention of the provisions of Section 3(1) of the Act read with Section
3(4) thereof, as detailed in this order. The DG is, thus, directed to carry out a detailed
investigation, in terms of Section 26(1) of the Act, and submit a report to the Commission, within
60 days from the date of receipt of this order.

Legal World
HYUNDAI MOTOR INDIA LIMITED v. SHAILENDRA BHATNAGAR[SC]
Vineet Saran & Aniruddha Bose,JJ. [Decided on 20/04/2022]
Consumer Protection Act,1986 - section 14- automobile- nondeployment of airbags at the time of
accident- State Commission awarded compensation as well as directed to replace the car- National
Commission confirmed- whether direction to replace the car tenable-Held, Yes.
Brief facts : The appellant are manufacturers of vehicles and the present appeal arises out of a
complaint made by the respondent concerning defect in a vehicle, particularly in relation to its
safety features originating from the appellant, of the model Creta 1.6 VTVT SX+. The vehicle came
with two front airbags. It met with an accident resulting in substantial damage. The airbags of the
vehicle did not deploy at the time of collision. The complainant suffered head, chest as also dental
injuries. He attributes such injuries to nondeployment of airbags at the time of accident.
The Delhi State Consumer Redressal Commission, in a complaint raised by the respondent, upheld
his claim. The main theme of his complaint was that the main reason for his purchase decision of
the model was because of its safety features including the airbags and the injury was suffered by
him because of non-deployment of the airbags. The National Commission dismissed the appeal
sustaining the compensation awarded by the State Commission. The Order of the National
Commission was under appeal before the Supreme Court.
Decision : Dismissed.
Reason : There are findings of the two fora about the defect in the product sold, in this case being
a vehicle. This was sold with front airbags and there was frontal damage. The airbags did not
deploy. The accident caused injuries to the respondent. The appellant referred to various portions
from the owner’s manual to contend that the impact of the collision was not sufficient to activate
the sensor which in turn would have resulted in deployment of the airbags. We would not like to
revisit the facts on which findings have been returned by the two fora against the appellant.
The State Commission relied on the principle of Res Ipsa Loquitur to affix the liability of the
manufacturer as regards defect in the airbag system, having regard to the nature of the collision.
The National Commission affirmed this finding referring to certain photographs of the damaged
vehicle, which showed substantial frontal damage. In such circumstances, both the aforesaid fora
took the view that expert evidence was not necessary in the subject case. Such view cannot be
faulted as being unreasonable, in the given facts.
We do not find any reason to interfere with the finding of the National Commission. We would like
to add here that ordinarily a consumer while purchasing a vehicle with airbags would assume that
the same would be deployed whenever there is a collision from the front portion of the vehicle (in
respect of front airbags). Both the fora, in their decisions, have highlighted the fact that there was
significant damage to the front portion of the vehicle. Deployment of the airbags ought to have
prevented injuries being caused to those travelling in the vehicle, particularly in the front seat. A
consumer is not meant to be an expert in physics calculating the impact of a collision on the
theories based on velocity and force. In such circumstances, we do not find that there is any error
in the findings of the two fora as regards there being defect in the vehicle.
If the reliefs granted in a consumer complaint fits any of the statutory provision contained in sub
clause (1) of Section 14 of the Act, it would be well within the power and jurisdiction of the
Forum to pass directions irrespective of the fact as to whether specifically certain reliefs have
been claimed or not, provided that facts make out foundations for granting such reliefs. In any
event, it is within the jurisdiction of the said forum to mould the reliefs claimed to do effective
Legal World
justice, provided the relief comes within the stipulation of Section 14(1) of the Act. We find that
the relief granted to the respondent comes within the statutory framework. We accordingly do not
want to interfere with the decision of the National Commission. We do not find the reasoning of
the Commission or the operative part of the order awarding damages to be perverse. We do not
need the aid of the ratio of the three authorities cited before us pertaining to motor accident claim
to sustain the decision under appeal. We are also of the view that the directions issued against the
appellant by the State Commission and upheld by the National Commission cannot be said to have
failed the test of proportionality. We hold so as we find the subject defect to be of such nature that
the provisions relating to punitive damages ought to be attracted against the appellant.
LABOUR LAWS
INDIAN OIL CORPORATION LTD v. RAJENDRA D. HARMALKAR [SC]
M.R. Shah & B.V. Nagarathna,JJ. [Decided on 21/04/2022]
Worker submitting fabricated certificates and documents- dismissed from the services as
punishment- Whether correct-Held, Yes.
Brief facts : Feeling aggrieved and dissatisfied with the impugned judgment and order dated
29.06.2015 passed by the High Court of Judicature at Bombay at Goa in Writ Petition No.660 of
2013 by which the High Court has partly allowed the said writ petition preferred by the
respondent herein (hereinafter referred to as the “original writ petitioner”) directing the
petitioner herein to reinstate the original writ petitioner without any back wages and other
benefits by substituting the punishment of dismissal imposed by the Disciplinary Authority, the
employer – Indian Oil Corporation Ltd. has preferred the present appeal.
Decision : Appeal allowed.
Reason : By the impugned judgment and order, the High Court, in exercise of powers
under Article 226 of the Constitution of India, has interfered with the order of punishment
imposed by the Disciplinary Authority and has ordered reinstatement without back wages and
other benefits by observing that order of punishment of dismissal from the service imposed by the
Disciplinary Authority is disproportionate to the misconduct proved.
Therefore, the short question which is posed for consideration by this Court is, whether, in the
facts and circumstances of the case the High Court is justified in interfering with the conscious
decision taken by the Disciplinary Authority while imposing the punishment of dismissal from
service, in exercise of powers under Article 226 of the Constitution of India.
In the present case, the original writ petitioner was dismissed from service by the Disciplinary
Authority for producing the fabricated/fake/forged SSLC. Producing the false/fake certificate is a
grave misconduct. The question is one of a TRUST. How can an employee who has produced a fake
and forged marksheet/certificate, that too, at the initial stage of appointment be trusted by the
employer? Whether such a certificate was material or not and/or had any bearing on the
employment or not is immaterial. The question is not of having an intention or mens rea. The
question is producing the fake/forged certificate. Therefore, in our view, the Disciplinary
Authority was justified in imposing the punishment of dismissal from service.

Legal World
Even otherwise the conduct on the part of the original writ petitioner is required to be considered.
As observed hereinabove, prior to the issuance of the chargesheet and after the complaint was
received by the Vigilance Officer, there were repetitive requests and follow up by the authorities
requesting the original writ petitioner to produce the original SSLC. Initially the original writ
petitioner did not even respond to the said requests. Thereafter, he came up with a case that the
original SSLC was misplaced. He was then called upon to obtain a duplicate copy of the SSLC and to
submit the same to the Manager, ER. However, he continued to evade obtaining the duplicate
certificate from Karnataka Board. Only thereafter the Manager, ER directly contacted the
authorities of the Board and requested the Education Board to check up from their records and
only thereafter it was revealed that the SSLC produced by the original petitioner was forged and
fake and belonged to or related to some another student and it did not belong to the original writ
petitioner. This shows the malafide intention on the part of the original writ petitioner.
Now, so far as the submission on behalf of the original writ petitioner that he was acquitted by the
Criminal Court for the offences punishable under Sections 468 and 471 IPC in respect of the same
certificate is concerned, the said contention is neither here nor there and is of no assistance to the
original writ petitioner. Apart from the fact that he was acquitted by the Criminal Court by giving
benefit of doubt and there was no honourable acquittal, in the present case before the Disciplinary
Authority the original writ petitioner as such admitted that he produced the fake and forged
certificate. Therefore, once there was an admission on the part of the respondent – original writ
petitioner, thereafter whether he has been acquitted by the Criminal Court is immaterial.
In view of the above and for the reasons stated above, the impugned judgment and order passed
by the High Court in interfering with the order of punishment imposed by the Disciplinary
Authority of dismissing the original writ petitioner from service and ordering reinstatement
without back wages and other benefits is hereby quashed and set aside. The order passed by the
Disciplinary Authority dismissing the original writ petitioner from service on the misconduct
proved is hereby restored.
***

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31st May (for appearing in both/all modules of Executive &

Professional Program in December session in same year)
31st July (for appearing in single module of Executive &

ProfessionalProgram in December session in same year)
30th November (for appearing in both/all modules of

Executive & Professional Program in June session in next year)
31st January (for appearing in single module of Executive &

Professional Program in June session in same year)

Student Services
IMPORTANT ALERTS FOR STUDENTS
Details Regarding conduct of Class Room Teaching Centres at Regional Councils/

Chapters
Number of Class Room Teaching Centres at Regional Councils/Chapters
https://www.icsi.edu/crt/
Pre-exam test is exempted for students who undergo Classes at Regional and Chapter offices
(Subject to the condition) visit :
https://www.icsi.edu/media/webmodules/websiteClassroom.pdf
“Join CSEET classes at ICSI Regional/Chapter Offices” visit:
https://www.icsi.edu/media/webmodules/10052022_SCHEDULE_OF_CSEET_JUL22_classes_at_
RO_CHAPTERS.pdf

Student Services
REGISTRATION
1. Renewal of Registration
Renewal of Registration (Registration Denovo)

Registration of students registered upto and including May, 2017 stands terminated
on expiry of five-year period on 30th April, 2022.
As per the guidelines, students are advised to apply for Registration De novo via
https://smash.icsi.edu/Scripts/login.aspx for seeking Registration Denovo subject to
meeting the eligibility conditions.
Students are required to seek Registration Denovo by 9th April and 10th October for
appearing in June and December sessions of examinations. Detailed process for
seeking Registration Denovo online is given below.
Online Registration De novo Process (for Executive Programme & Professional
Programme Students) Kindly visit the following link to check the process of
Denovo
https://www.icsi.edu/media/webmodules/user_manual_for_reg_denovo.pdf
2. Continuation of Registration w.e.f. 3rd February 2020
“Continuation of Registration” is being introduced according to which the students
will have to keep their registration renewed from time to time even after passing
Professional Programme Stage till completion of all the training requirements so as
to become entitled to be enrolled as member of the Institute. The prescribed fee for
seeking “Continuation of Registration” shall be Rs.1000/- per year.
Guidelines of Continuation of Registration is available at the following url :
https://www.icsi.edu/media/webmodules/student/Guidelines_ContinuationRegistratio
n.pdf

Student Services
Process of Continuation of Registration is available at the following url :

https://www.icsi.edu/media/webmodules/Detailed_notification_continuation_of_reg_p
rofpass_stud.pdf
Process of Continuation of Registration is available at the following url :
https://www.icsi.edu/media/webmodules/Detailed_notification_continuation_of_reg_p
rofpass_stud.pdf
3. Re-Registration to Professional Programme
The Institute has introduced a Re-registration Scheme,
whereby students who have passed Intermediate
Course/ Executive Programme under any old syllabus
but not eligible for seeking Registration Denovo may
resume CS Course from Professional Programme Stage.
It is an opportunity to come back to the profession for
those students who had discontinued the CS Course due to compelling reasons.
Detailed FAQ, Prescribed Application Form, etc. may be seen at “for students” option
at home page of Institute’s website www.icsi.edu.
Please check FAQ & Application Form for Re-Registration at
http://www.icsi.edu/docs/Webmodules/REREGISTRATION.pdf
4. Registration to Professional Programme
Students who have passed/completed both modules of Executive examination are
advised to seek registration to Professional Programme through online mode.
The prescribed registration fee is Rs. 12,000/- Students are also required to remit Rs.
1000/- towards Pre-exam test at the time of registration. Eligibility of students
registered to professional programme for appearing in the Examinations shall be as
under: -
Cut-off date
Session Modules Illustrative Example
for Registration
All students registered upto 30th November, 2021

30th November
All shall be eligible to appear in examination of All
(Previous Year)
Modules in June, 2022 Session.
June
All students registered upto 31st January, 2022
31st January
One shall be eligible to appear in examination of any
(Same Year)
One Module in June, 2022 Session.
All students registered upto 31st May, 2022 shall
31st May
All be eligible to appear in examination of All
(same Year)
Modules in December, 2022 Session.
December
All students registered upto 31st July, 2022 shall
31st July
One be eligible to appear in examination of any One
(Same year)
Module in December, 2022 Session.

Student Services
While registering for Professional Programme, students are required to submit their
option for the Elective Subject under Module 3.
Notwithstanding the original option of Elective Subject, students may change their
option of Elective Subject at the time of seeking enrolment to the Examinations. There
will be no fee for changing their option for elective subject, but the study material if
needed will have to be purchased by them against requisite payment. Soft copies of the
study materials are available on the website of the Institute.
Important: The students shall also be required qualify online pre-exam test in such
manner and mode as may be determined by the Council.
EXEMPTIONS AND SWITCHOVER

1. Clarification Regarding Paper wise Exemption
(a) Paperwise exemption is granted only on the

basis of specific request received online
through website www.icsi.edu from a
registered student and complying all the
requirements. There is one time payment of
Rs. 1000/- (per subject).
(b) Last date of for submission of requests for

exemption, complete in all respects, is 9thApril for June Session of examinations
and 10th October for December session of Examinations. Requests, if any,
received after the said cut-off dates will be considered for the purpose of
subsequent sessions of examinations only. For example, if a student requests
for exemption(s) after 09th April/10th October even if he/she is eligible for such
exemption(s), the same will NOT be considered for the purpose of
June/December Session of Examinations.
(c) The paperwise exemption once granted holds good during the validity period of
registration or passing/completing the examination, whichever is earlier.
(d) Paper-wise exemptions based on scoring 60% marks in the examinations are
being granted to the students automatically and in case the students are
not interested in availing the exemption they may seek cancellation of the
same by sending a formal request through the Online facility available. For the
purpose, please submit the Online Request by logging into your account at
https://smash.icsi.edu 30 days before commencement of examination.
Last Date for Cancellation of Exemption (June 01st May

Session)
Last Date for Cancellation of Exemption 20th November

(December Session)

Student Services
If any student appears in the examinations disregarding the exemption granted

on the basis of 60% marks and shown in the Admit Card, the appearance will be
treated as valid and the exemption will be cancelled.
(e) It may be noted that candidates who apply for grant of paper wise exemption or
seek cancellation of paper wise exemption already granted, must see and
ensure that the exemption has been granted/cancelled accordingly. Candidates
who would presume automatic grant or cancellation of paper wise exemption
without obtaining written confirmation on time and absent themselves in any
paper(s) of examination and/or appear in the exempted paper(s) would do so
at their own risk and responsibility and the matter will be dealt with as per the
above guidelines.
(f) Exemption once cancelled on request in writing shall not be granted again
under any circumstances.
(g) Candidates who have passed either module of the Executive/Professional
examination under the old syllabus shall be granted the paper wise exemption
in the corresponding subject(s) on switchover to the new/latest syllabus.
(h) No exemption fee is payable for availing paper wise exemption on the basis of
switchover or on the basis of securing 60% or more marks in previous sessions
of examinations.

Student Services
2. Attention Students!!!
There is no provision for submitting the exemption at the time of submitting

the examination form.
If you have already been granted the exemption, it is reflected in your online
account Examination, Enrollment Status and Admit Card issued for examination
through online mode.
It may be noted that in some cases, the exemptions granted in accordance with
the various provisions contained under the regulations are inter-related with
other exemptions granted and cancellation (or appearance) in any one of the
papers may result in cancellation of exemptions in all the inter- related papers.
For example, if a candidate has been granted paper-wise exemptions in three
papers on the basis of scoring 60, 62, 58 & 10 Marks respectively in the four
papers contained under Module-I of Executive Programme in previous session
and in case he/she appears or cancels the exemption in any one out of the three
exempted papers, all the three exemptions shall be cancelled since the
exemption criteria in this case is applicable only if all the three papers are taken
together.
Candidates are, therefore, advised to be extremely careful while seeking
cancellation or while appearing in the exempted papers, as the final result will
be computed considering the actual marks scored on reappearance and/ or the
deemed absence in the papers as the case may be. In other words, candidates
appearing in the exempted papers despite an endorsement to the effect in the
Admit Card shall be doing so at their own risk and responsibility and the
Institute may not be held responsible for any eventuality which may arise at a
later date. In case of any doubt regarding the applicability of rules regarding the
exemptions, it would be better if the candidates seek prior clarifications from
the Institute by submitting their request at http://support.icsi.edu before
appearing in the examination of exempted subjects or seeking cancellation of
exemptions granted.

Student Services
ATTENTION STUDENTS!
PAPERWISE EXEMPTION ON THE BASIS OF HIGHER QUALIFICATIONS
The Council of The Institute of Company Secretaries of India (ICSI), in its 252 nd Meeting held
on March 28 th, 2018 and 253rd Meeting held on June 30th, 2018, has decided that the
students enrolling to Company Secretary (CS) Course under New Syllabus, 2017 shall be
eligible for paper-wise exemption (s) based on the higher qualifications acquired by them, as
under:
Basis of Exemption Qualification Exemption in paper(s) Exemption in paper(s)

covered under Executive covered under Professional
Programme Programme
Passed LL.B. (Three Years Module- 1 No paper-wise exemption

Degree Course / or Five Years is available for this
Paper-1:
integrated Law Course) from qualification in any paper
Jurisprudence,
a recognized University / covered under
Interpretation &
Institute either constituted Professional Programme
General Laws (Paper
under an Act of Parliament or Code – 421)
approved by AICTE/AIU and
having secured 50% or more
marks in the aggregate.
(Qualification Code : 47)
Final Pass Students of the Module-1 Module 1

Institute of Cost Accountants of
Paper 4: Tax Laws Paper 2: Advanced Tax
India (Paper Code: 424) Laws
Module-2 (Paper Code : 432)
Qualification Code : 44
Paper 5 : Corporate & Module 3
Management Paper 7: Corporate
Accounting (Paper
Funding & Listing in the
Code:425)
Stock Exchanges (Paper
Module-2 Code : 437)
Paper 8 : Financial &
Strategic Management
(Paper Code:428)

Student Services
IMPORTANT INSTRUCTIONS FOR STUDENTS FOR CLAIMING PAPER-WISE EXEMPTION:
1. Students are required to apply for paper wise exemption in desired subject
through ‘Online Smash Portal on website https://smash.icsi.edu and for
procedure please follow the link
https://smash.icsi.edu/Documents/Qualification_Based_Subject_ExemptionandCan
cellation_Student.pdf
2. Fee for paper wise exemption is Rs.1000/- (per subject) and is to be paid
through ‘Online Smash Portal https://smash.icsi.edu using Credit/Debit card or
Net banking.
3. Students who have been granted exemption in Executive Programme Stage on
the basis of having passed Final Course of The Institute of Cost Accountants of
India are required to submit their request for exemptions afresh for papers
covered under the Professional Programme Stage & the same are not granted
automatically.
4. Students need to upload scanned attested copies of mark sheets of all
parts/semesters of LL.B. degree or scanned attested copies of final pass
certificate of the Institute of Cost Accountants of India.
5. Last date of applying for exemption is 9th April for June Session of Examinations
and 10th October for December session of Examinations.
6. Last Date for Re-submitting the Call-For Documents, for Granting Exemption, on
the Basis of Higher Qualification is 01st May for June Session and 20th November
for December Session.
Switchover to New Syllabus 2017
Revision of syllabus is a constant exercise by the Institute to ensure up-gradation of
knowledge amongst the student community. If the student wish to appear under new
syllabus 2017, the student have the option to switchover to new syllabus 2017 as per
ICSI Notification No. 01 of 2018. The students are requested to kindly follow the
process mentioned in the link for switch over to new syllabus.
https://www.icsi.edu/media/webmodules/switchover_process.pdf
Please Note:-
1. That, all switchover students are eligible to appear in Online Pre-Examination
Test which is compulsory under the new syllabus 2017 before enrolling for any
examinations. Process For Remitting the Fee For Pre-Examination Test is
available in the URL:
https://www.icsi.edu/docs/webmodules/PreExamTestProcess.pdf
2. New syllabus Study material is not issued free of cost to the switchover students.
Therefore, the student need to obtain study material, at a requisite cost.
3. Revert Switchover is not Permissible.

Student Services
4. Applicability of New Syllabus for the Executive & Professional Programme

Candidates From and including June 2022, Executive & Professional Programme
Examination shall be held under the new syllabus only.
5. FAQs on Switchover to New Syllabus is available at URL:
(https://www.icsi.edu/media/webmodules/FAQ_ProfProg_switchoverscheme.pdf )
Other details regarding Exemptions and Switchover are available at the student page
at the website of the Institute. Students can click on the following important links to
get access to the information.
Paper wise Exemption
1. Paper wise Exemption on the basis of higher qualification (Syllabus 2017):
https://www.icsi.edu/media/webmodules/Paperwise_exemption_syllabus1 7.pdf
2. Paper wise Exemption on the basis of higher qualification (Syllabus 2012):
https://www.icsi.edu/media/website/Paperwise%20Exemption_forHighQual.pdf
3. Online Process of claiming Exemptions:
https://smash.icsi.edu/Documents/Qualification_Based_Subject_ExemptionandCan
cellation_Student.pdf
4. User manual for cancellation of Exemption
https://www.icsi.edu/media/webmodules/USER%20MANUAL%20FOR%20CANCE
LLATION%20OF%20EXEMPTION.pdf
Switchover
1. User manual on switchover Process
https://www.icsi.edu/media/webmodules/User%20Manual%20forSwitchOver.pdf
2. Switchover from Foundation & Executive Programme 2012 Syllabus to 2017
Syllabus
https://www.icsi.edu/media/webmodules/Correspondingexemptionafterswitchove
r%20-Fnd_ExePrg.pdf
3. Important Announcement on Switchover from Professional Programme 2007
Syllabus to 2012 Syllabus & 2012 to 2017 syllabus:
https://www.icsi.edu/media/webmodules/Switchover_17092016.pdf

Student Services
Enrollment to Executive & Professional Programme Examination (Regulation 35)
i. The examinations for the Executive & Professional Programme Stage of CS

Course are conducted in June and December every year.
ii. The schedule for submission of online application along with the prescribed
examination fee for enrolment to June and December Sessions of Examinations
are as under :
Session Period during Period during which Validity of
which the students the students can Registration
can submit submit examination
examination form form and fee (with
and fee prescribed fee)
June The online Students may submit The registration of a
examination the examination form student seeking
enrollment during 26th March to enrollment to
window is opened 9th April with Late examination should
tentatively on 26th Fee. be valid as on the
February and the date of submission of
students may examination
submit the forms application
upto 25th March
December The online Students may submit The registration of a
examination the examination form student seeking
enrollment during 26th enrollment to
window is opened September to 9th examination should
tentatively on 26th October with Late Fee. be valid as on the
August and the date of submission of
students may examination
submit the forms application.
upto 25th
September

Student Services
The following shall be the eligibility conditions for seeking enrollment to Executive &
Professional Programme Examination:
Cut-off date
Session Modules Illustrative Example
for Registration
All students registered upto 30th November,

30th November
All 2021 shall be eligible to appear in examination of
(Previous Year)
All Modules in June, 2022 Session.
June
All students registered upto 31st January, 2022
31st January
One shall be eligible to appear in examination of any
(Same Year)
One Module in June, 2022 Session.
All students registered upto 31st May, 2022 shall

31st May
All be eligible to appear in examination of All
(same Year)
Modules in December, 2022 Session.
December
All students registered upto 31st July, 2022 shall
31st July
One be eligible to appear in examination of any One
(Same year)
Module in December, 2022 Session.
(i) Students who have registered in Foundation Programme on or after 1st June,
2019 are required to complete a One Day Orientation Programme in order to
become eligible for enrollment to June/December Examinations.
(ii) Students who have registered in Executive Programme on or after 1st June, 2019
are required to complete a One Day Orientation Programme in addition to Pre-
Examination Test in order to become eligible for enrolment to June/December
Examinations.
(iii) The Executive & Professional students of New Syllabus shall also be required
qualify online pre-exam test in such manner and mode as may be determined by
the Council.
Option to change the Elective Subject under Module-3 of Professional Programme
I. Student will have the option to enroll for any other elective irrespective of choice
indicated at the time of registration and he/she has the option to change his choice, if
he/she wishes.
II. Physical copy of the Study Material will be provided at a cost to the Student after
making change in the option of the elective paper prior submission of enrollment
request for a particular session of examination.
III. Students may, however, refer to the PDF version of the study material available on
ICSI Website which is available free of cost.
Student Services
IV. Student wishing to have study material in physical form for an elective subject, he/she
may procure the same from the sale centers of the Institute at HQ/ROs/COs, on
payment of requisite charges.
V. In case student wants to cancel the exemption and change the elective subject, then
the student will have to reappear in the examination afresh and he shall have the
option to enroll for any elective irrespective of choice indicated at the time of
registration/passing the examination paper with 60% or more. He shall have the
option to change his choice with every subsequent enrollment, if he wishes.
VI. Students who request for cancellation of exemption on the basis of 60% marks, will
have no right to claim the exemption for any subsequent session of examination.
VII. Students who have cleared one of the optional subjects and is exempted on the basis
of 60% will automatically relinquish the exemption permanently, if he opts for any
other optional subject.

Student Services
ATTENTION STUDENTS !
All Foundation, Executive and Professional Programme students eligible for
appearing in June,2022 Session of Examinations (Under New Syllabus) are
advised to go through the following important guidelines to be followed by them
during the Examination Enrollment and while appearing in the examinations.
Students are advised to take note of the same for strict compliance
EXAMINATION ENROLLMENT FOR JUNE, 2022 SESSION OF EXAMINATIONS
Particulars Proposed Start date End date
Without Late Fee 27th 25th

February,2022 March,2022
With Late Fee 26th March,2022 9th April,2022
Addition of Module (Without 27th 25th

Late Fee) February,2022 March,2022
Addition of Module (With Late 26th March,2022 9th April,2022

Fee)
Note : Mode of enrollment: online mode only (offline applications will not be
accepted)
For any query : Grievance Portal at http://support.icsi.edu
For details, please visit the following link

https://www.icsi.edu/media/webmodules/09032022_Announcementfor_June_2022Exa
mination.pdf
Stage / Course Examination Fee (Rs.)
Foundation Programme 1200/- Lump Sum
Executive Programme 1200/- Per Module
Professional Programme 1200/- Per Module
Late Fee (for all Stages) 250/-
***

Examination
1. INSTRUCTIONS TO EXAMINEES – JUNE, 2022
CS EXECUTIVE & PROFESSIONAL PROGRAMME EXAMINATIONS TO BE HELD

FROM 01ST JUNE, 2022 to 10TH JUNE, 2022
PART- A: GENERAL INSTRUCTIONS
1. Immediately, after taking the print-out of the Admit Card from the website of the
Institute www.icsi.edu every candidate is advised to carefully verify all the
particulars mentioned in his/her Admit Card, i.e. his/her Name, Photograph,
Signature, Registration Number, Stage and Module(s) of Examination enrolled
for, Examination Centre (Name, Address, Code, etc.), Medium of Examination,
Dates and Timings of Examination, Details of Paper-wise Exemption granted,
Elective Subject in case of Professional Programme, etc. In case of any
discrepancy, the same must be brought to the notice of the Institute immediately
at our support portal http://support.icsi.edu
2. Candidates are advised to carefully go through the “Instructions to Examinees”

for their strict compliance. Since the particulars mentioned by the candidates on
the OMR based cover page of the main Answer Book are to be read by a machine
for result processing activities, any wrong information mentioned may affect the
result of the candidate adversely and for that the Institute will not take any
responsibility for rectifying such mistake(s).
3. Candidates should carry with them (i) Admit Card (please ensure that nothing is
written by candidate on the admit card); and (ii) Student Identity Card duly
issued/authorised by the Institute to the Examination Centre every day for
establishing their identity and securing admission to the Examination, failing
which they will not be allowed to enter the Examination Hall.
Apart from these, Candidates are allowed to carry the following to the
Examination Hall:
 Special permission/ letter, if any, as accorded by the Institute to PwD
(Persons With Disability) candidates;
 Face mask;
 50/100 ml sanitizer in transparent bottle;
 Stationary Items – Pen, Pencil, Eraser, ordinary (not scientific) calculator of
prescribed specification, scale and other requisite stationery item
necessary for writing Examination in a transparent pouch;
 Transparent water bottle (however, drinking water will be available at
Examination Centre);
 Transparent Examination board;
 Wrist watch (which should not have any feature except to display time, day
and date). Watch of any other specification shall not be allowed);
 No other item shall be allowed to be carried into the Examination premises.

4. Candidates must verify that their names/ date of birth in the Student account
Examination
registered with ICSI are correct as per the Certificate of Matriculation. Candidates
should maintain uniformity in his/ her name as per the Certificate of
Matriculation. In case of any discrepancy, the same should be rectified before
commencement of the Examination.
5. Candidates must correctly fill/ update their details in the student account
registered with the Institute at its portal with valid e-mail ID, mobile number and
complete address for receiving communication/ updates/ announcements/
information, etc. with regard to CS Course/ Examination/ Result. Do not share
your credentials to anybody for access to your student account registered with
the Institute.
6. The Superintendent of Examination Centre and the Invigilators have been
advised to verify the identity of each and every candidate at the time of entry into
the Examination Hall and while taking candidate’s signature on the Attendance
Sheet. Accordingly, each candidate must show his/her Admit Card and Student
Identity Card to the Invigilator/Supervisory Staff on demand at any time during
the course of Examination.
7. Candidates are advised to ensure that they are in possession of a valid Identity
Card as downloaded from the individual online student account at
https://smash.icsi.edu duly attested by the authorized official(s) of the Institute.
In case, due to any reason, the photograph and signature of the student are not
available in the downloaded Identity Card, Candidate should update the same in
their student account immediately for validation and in the meantime the
candidates should affix his/her photograph and put the signature on the
downloaded Identity Card and get it attested by Gazetted Officer/ Member of
ICSI/ Principal of Recognized School/Manager of Nationalised Bank. For any
reason, if some of the candidates are not holding the Identity Card due to
technical/ practical problems, they may bring any other Photo Identity Card
issued by the Government Departments, viz. Passport, Driving License, PAN Card,
UID Aadhar Card, Voter I-Card, etc. to establish their identity vis-à-vis the
particulars appearing in the Enrollment Details/Attendance Sheet. Besides
Student Identity Card/other documents specified above as identification proof,
the candidates should also bring one identical photograph and hand over the
same to the Superintendent of Examination Centre for affixing on the Attendance
Sheet.
8. The Candidates are required to successfully complete the Pre-Examination Test
and ODOP (One Day Orientation Programme) as prescribed, to become eligible
for enrollment to CS Examinations.
9. Candidates are advised to visit the venue of the Examination Centre beforehand
to know about the exact location so as to avoid any inconvenience and reach in
time at the Examination Centre on the day of the Examination.
10. Candidates will be allowed to enter in to the Examination Hall 60 minutes before
the time specified for the commencement of Examination in a systematic manner
(one candidate at a time) and occupy their allotted seats in Examination Hall after
due screening and procedure. Candidates shall not roam around unnecessarily in
the Examination premises.

Examination
11. The candidates should leave for the Examination Centre well before the
stipulated time keeping in view the weather, traffic conditions, etc. No candidate
shall be allowed to enter the Examination Hall after the expiry of half-an-hour
of the commencement of Examination and no candidate shall be permitted to
leave the Examination Hall until the expiry of one (1) hour after the
commencement of Examination.
12. Under no circumstances, any request for change of Examination Centres will be
entertained after closure of the window for the same. The Examination Center
mentioned in the Admit Card will be the final one and no change in the same will
be allowed in any circumstances.
13. In case any candidate appears at an Examination Centre other than the one
indicated in his/her Admit Card, the Answer Book(s)/ result of such a candidate
is liable to be cancelled.
14. The seating arrangements of the candidates shall be displayed on the notice
board at the entrance of the Examination Centre. Candidates will find their roll
numbers written against the seats allotted to them at the Examination hall/room.
They should occupy their allotted seats only.
15. In case, before the Examination or during the currency of Examination, any
situation arises, due to which special seating arrangement is required to be made
on medical grounds, such candidate may submit his/her application to Joint
Secretary, Directorate of Examinations along with copies of supporting
documents which includes Medical Prescription/ Doctor’s Report, X-Ray Report,
etc. for consideration. No facility including special seating arrangement shall
be granted by the Examination Centre without permission from the
Institute.
16. Candidates are not required to appear in the paper(s) in which they have
been granted paper-wise exemption as shown in the Admit Card as well as
the Attendance Sheet. The exemption(s) as appearing in the Admit Card
should match with the exemption(s) as shown in the Attendance Sheet. In
case of any discrepancy with regard to paper-wise exemption(s) shown in the
Admit Card and/or any mismatch with the exemption(s) as appearing in the
Attendance Sheet, it should immediately be brought to the notice of the
Superintendent of Examination Centre and the Directorate of Student Services of
the Institute in writing through our support portal http://support.icsi.edu for
necessary clarification and confirmation. However, exemption in any paper(s)
of Examination should not be assumed unless confirmed in writing by the
Institute. No communication in this regard will be entertained by the
Institute at a later stage after the Examination.
17. The paper-wise exemption in any paper(s) of the Examination, once sought
by the candidate and granted by the Institute remains valid and is printed
in his/her Admit Card (Roll No.) and taken on record for computation of
his/her results unless it is cancelled by the student by submitting a formal
request to the Institute at the online portal https://smash.icsi.edu after
logging into the individual account of the students. Exemption once
cancelled on student’s request shall not be revived subsequently under any
Examination
circumstances.
18. Candidates fulfilling the eligibility conditions under 60% marks criteria
have been granted exemption(s) in the respective papers and such
exemption(s) has/have been shown in the Admit Card as well as the
Attendance Sheet. The status of available exemptions is also available in the
individual account of the students at: https://smash.icsi.edu . Further, if
such candidates appear in any paper disregarding the exemption granted
as shown in the Admit Card, the exemption will be cancelled by the Institute
without notice and shall not be revived under any circumstances.
19. It is reiterated that the paper-wise exemptions granted to the students are
cancelled on submission of a formal request to the Institute at the online
portal https://smash.icsi.edu or in the event of reappearance in the
respective papers by the students despite an endorsement reflecting the
exemption granted in the Admit Card.
20. It may be noted that in some cases, the exemptions granted in more than
one paper in accordance with the various provisions contained under the
Regulations are inter-related with other exemptions granted and
cancellation (or appearance) in any one of the papers may result in
cancellation of exemptions in all the inter-related papers. For example, if a
candidate has been granted paper-wise exemptions in three papers on the
basis of scoring 64, 59, 57 & 10 marks respectively in the four papers
contained under Module - I of Executive Programme in previous session
and in case he/she appears or cancels the exemption in any one out of the
three exempted papers having scored 60% marks in aggregate, all the
three exemptions shall be cancelled since the exemption criteria in this
case is applicable only if all the three papers are taken together. Such
guidelines are equally applicable for the students of Professional
Programme also.
Candidates are, therefore, advised to be extremely careful while seeking
cancellation or while appearing in the exempted papers, as the final result
will be computed considering the actual marks scored on reappearance
and/or the deemed absence in the papers as the case may be. In other
words, candidates appearing in the exempted papers despite an
endorsement to the effect in the Admit Card shall be doing so at their own
risk and responsibility and the Institute may not be held responsible for
any eventuality which may arise at a later date. In case of any doubt
regarding the applicability of rules regarding the exemptions, students
should invariably seek prior clarifications from the Institute by writing
through our support portal http://support.icsi.edu before deciding on
their own to appear in the Examination of exempted subjects or seeking
cancellation of exemptions granted.
21. Candidates who have switched over from Professional Programme 2012 Syllabus
to Professional Programme 2017 Syllabus, have been granted paper-wise
exemptions as per the switchover scheme. The candidates are advised to
immediately verify the same and point out discrepancies, if any and write to
enroll@icsi.edu

Examination
22. The medium of writing the Examination for Executive Programme and
Professional Programme is English or Hindi as per the option exercised by the
candidate and as indicated in the Admit Card and Attendance Sheet. Candidates,
who write some of the papers/answers in Hindi medium and some in English
medium other than the opted one, will be treated as cancelled. In case of any
doubt or discrepancy in Hindi language in the question paper, the English version
of the questions shall prevail. Candidates should write the answer to the
questions in the medium, i.e., English or Hindi as opted by them while enrolling
for the Examination.
23. All Question Papers will be provided in English language except the following two
papers of Executive Programme of Module-II, which will be provided in English
with Hindi version to those candidates who have opted Hindi Medium for writing
their respective Examinations and such Hindi Medium candidates must darken
the circle against the column ‘Medium of Writing – HINDI’ on the cover page of
their main Answer Book No.1:
Executive Programme - Module II
1. Securities Laws and Capital Markets
2. Economic, Business and Commercial laws
Such candidates should ensure that they received the question paper printed in
Hindi language along with English version. In case the question paper of above
subject(s) in Hindi medium as opted by him/her is not received, the matter
should be immediately brought to the notice of invigilator/Centre
superintendent for immediate action. No representations shall be entertained
subsequently in this regard.
24. No candidate shall bring or carry with him/her any Book, Study Material,
Handwritten or Printed Notes, Pieces of Paper (chits), Mobile Phone, Scientific or
Programmable Calculator, Blue Tooth, Laptop, Palmtop, Smart Watch, Health
Band or any other electronic/ communication device or gadget in the
Examination Hall. The candidates are warned to remain prepared that in the
event of suspicious behaviour of any examinee in the Examination
Hall/Room/Premises, he/she would be searched/ frisked to demonstrate that
he/she does not possess any prohibited/objectionable item(s) with him/her.
25. Personal belongings including mobile phones are not allowed inside the
Examination room. Candidates are advised not to bring valuable personal
belongings to the Examination venue and the Institute or Examination
Centre shall not be responsible for arranging safe keeping of the item(s)
brought to the Examination Centre or in case they are lost, damaged or
stolen. No correspondence shall be entertained by the Institute in this
regard.

26. Candidates should refrain themselves from spreading rumours and hosting any
Examination
kind of material including Examination on social media websites like, WhatsApp,
Instagram, Facebook, YouTube, Twitter, etc. Any suspicious activity
observed/rumours being spread, should immediately be brought to the notice of
Joint Secretary (Examinations)/Centre Superintendent of nearby Examination
Centre. Rumor-mongers shall be liable for disciplinary action.
27. Candidates are required to write answers to Questions in their own hand writing
with blue colour ink pen/ball-point pen. Writing answers with red or green
ink or any other colour ink is prohibited. Accordingly, candidates are advised
to bring their own pen for their use. Borrowing/ lending/ exchanging of any item
with other candidate(s) during the Examination in the Examination Hall/Room
is prohibited.
28. Candidates are allowed to use their own battery operated noiseless and cordless
ordinary calculator with not more than 6 functions, 12 digits and 2 memories.
Use of programmable, scientific or printing model of calculators or calculators
not conforming to above specifications shall not be permitted. Borrowing or
exchanging of calculators or any other item/material shall not be permitted in
the Examination Hall.
29. Irrespective of the use of calculator in the Examination, candidates are advised
to invariably show all important steps and working notes relating to solutions of
practical problems along with their answers and rough work done marked as
“ROUGH WORK TO QUESTION NO……….” and scored off by drawing two parallel
lines across such rough work.
30. On receipt of Question Paper, first of all, every candidate must write his/her Roll
Number on the top of Question Paper at the specified space provided on the front
page. Further, every candidate is required to satisfy himself/herself that he/she
has received correct and complete Question Paper without any torn, mutilated
or damaged pages and also verify it with reference to the Question Paper Code,
Examination Time-Table as given in the Admit Card, and see that the total
number of questions and printed pages as mentioned on the front page of the
Question Paper are in order/complete in all respects.
31. In case any candidate has received a wrong question paper, i.e., question paper
of a different subject/ stage of the Examination, he/she should immediately bring
it to the notice of the invigilator/ Centre Superintendent and get it replaced with
the correct question paper. No extra time for writing such Examination be
granted and no subsequent representation about supply of wrong/ incomplete
Question papers shall be entertained by the Institute.
32. Candidates are warned not to write anything on the Question Paper (except their
Roll Number and tick mark [√] for the questions attempted), Admit Card, Student
Identity Card, etc. and not to take away anything(s)/paper(s) from the
Examination Room/ Hall other than copy of their own Question Paper, Admit
Card, Student Identity Card, Scale, Pen, Calculator, hand sanitizer, water bottle
etc. Writing of hints, bullet points, short answers, etc., on Question Paper is
strictly prohibited and tantamount to adoption of Unfair Means in the
Examination.

Examination
33. On receipt of Answer Book, Candidates should ensure that all the pages of the
Answer Book are intact and not mutilated / torn or damaged. In case of
discrepancy the same should be brought to the notice of the Invigilator on duty
or Supervisory Staff.
34. Candidates should correctly write their Roll Number in words and figures inside
the boxes and darken the corresponding OMR circles provided on the cover page
of the main Answer Book in blue or black ball point pen only and nowhere else
in the Answer Book including additional Answer Book(s). Any violation of this
instruction will tantamount to adoption of unfair means and will attract
punishment which may include debarring from appearing in the Examination.
35. The Attendance Sheets contain the perforated ‘Roll Number Barcode Stickers’ for
each day’s paper for each candidate against his/her name. Before signing the
Attendance Sheet on each day of Examination, the candidate should remove the
perforated ‘Roll Number Barcode Sticker’ of that particular paper from the
Attendance Sheet and affix the same at the appropriate space in the box provided
on the cover page of the main Answer Book. Since OMR machine will read the
Roll Number, candidates should check and ensure that the Roll Number written
in words, figures and circles darkened are correct. Roll numbers and other details
should be written in neat and clean manner and cutting/ overwriting thereon
shall be avoided. In case this information is filled wrongly, Institute will not take
any responsibility for rectifying the mistake.
36. While affixing the ‘Roll Number Barcode Sticker’ on the space provided on the
cover page of main Answer Book, it must be ensured by each candidate that the
Roll Number Barcode Sticker belongs to him/her and it is related to that
particular day’s paper only. It must also be ensured that candidates sign the
Attendance Sheet only after removal of the Roll Number Barcode Sticker and
affixing it on the cover page of the Answer Book as specified. This is to ensure
that the candidate’s signature on the Attendance Sheet does not cross over into
the sticker and deface it. Candidate should sign Attendance Sheet against his/ her
Roll number and date of Examination only.
37. Every candidate on each day of the Examination must sign the attendance sheet
in the appropriate column against his/her Roll No. and in no case shall leave the
Examination hall without signing the attendance sheet. Candidates are required
to carefully fill-up relevant particulars such as Roll Number, Date of Examination,
Stage of Examination, Name of Subject, Medium of Writing, No. of Answer Books
used, etc., at the appropriate space and put their signature(s) within the box
provided for the purpose on the cover page of main Answer Book. Candidates
should not write anything on the lower half space of the cover page of main
Answer Book meant for use of ICSI/ Examiners. Violation shall entail disciplinary
action.
38. Each candidate is required to maintain uniform pattern and style of his/her
handwriting on Answer Book(s) as well as signature(s) in all correspondence
with the Institute - particularly while signing his/her Attendance Sheet and on
cover page of main Answer Book in the Examination Hall/ Room with reference
to his/her specimen signature appended on the Admit Card, Student Identity
Examination
Card and Examination Enrolment Form.
39. Candidates should write answers on both sides of all pages of Answer Book(s)
and use all pages of the main Answer Book before asking for additional Answer
Book. In order to avoid wastage and possibility of misuse of Answer Book(s),
candidates will be issued additional Answer Book only on demand after they
have completely used the main Answer Book. Any attempt to tamper with the
Answer Book(s) or tearing page(s) from the Answer Book(s) for any reason
whatsoever, or taking them out of Examination Hall/ Room shall tantamount to
misconduct punishable under the Examination rules and regulations and shall
entail stern disciplinary action.
40. Candidates are strictly advised not to write any irrelevant/extraneous matter,
mention name, roll no, mobile no, make appeal to examiners for award of pass
marks, write name or put signature in the Examiner’s/checker’s column, use
different colours of pen (other than blue), write criticism of question paper, make
religious/special symbols/sketches of God or salutation or invocation to God, or
disclosure of own identity by any mean, etc., in the Answer Book(s). Candidates
should not put a tick mark (√) or cross mark (X) or write question numbers on
the front page table of the main Answer Book meant for the examiner. Violation
of this instruction shall tantamount to use of unfair means and may lead to the
cancellation of result as well as student registration.
41. No candidate should be allowed to leave the Examination Hall (i) within one hour
of the commencement of Examination; (ii) during last 15 minutes of the
Examination timing; (iii) without signing the Attendance Sheet; and (iv) without
properly handing over his/her Answer Book(s) to the Invigilator.
42. In case any candidate leaves the Examination hall/room after the expiry of
one hour but before two hours of commencement of Examination, he/she
should surrender his/ her question paper to invigilator and he/she shall
not be entitled to claim it subsequently.
43. Candidates must attempt questions in accordance with the directions as given on
each Question Paper. If the questions are attempted in excess of the prescribed
number, only the questions attempted first up to the required number will be
valued and awarded marks and the remaining answer(s) will be ignored.
44. Answer to each question must be started from a fresh page and all
parts/sub- question(s) of that question should be attempted consecutively
and that the candidate must clearly and prominently mention the respective
Question and sub-question No. at the start of each answer and draw parallel lines
underneath the question number on the left-hand side margin of the page e.g.,
“Ans. to Q. No. …”. Candidates are advised not to write anything outside the
margins of pages of Answer Books except Question No. /Sub-Question No. nor
should they leave any blank space(s)/page(s) in between the answers or Answer
Book(s).

Examination
45. Candidate must put a cross mark (X) against the respective Question No.(s)
attempted by him/her in the appropriate box provided on the cover page of the
Answer Book to indicate that cross (X) marked question(s) have been attempted
by him/her.
46. Candidates are expected to write to-the-point answers to the questions in neat
and legible handwriting quoting relevant provisions of the Acts/Rules, citing case
law, display of analytical ability drawing logical conclusion and lucid
presentation in support of the answers wherever applicable, and be conversant
with the amendments to the laws made up to six months preceding the date of
Examination.
47. Candidates shall not seek/ask for any clarification/ interpretation/ advice on any
question(s)/question paper from the Centre Superintendent/ Invigilators/
General Observers on duty during the currency of Examination. Such
Candidate(s) can make a separate representation to the Institute after
completion of Examination on the same day or within seven days after the
conclusion of Examinations in its entirety. Institute may not consider the
representations received after the specified period.
48. Candidates should write their answers in legible manner. Any Answer Book
containing bad and illegible handwriting is liable to be awarded “ZERO” marks
by the examiner.
49. The additional Answer Book(s) should be fastened to the main Answer Book
No.1, in such a manner that it lies flat when opened. The total number of Answer
Book(s)used (including main Answer Book) must be clearly indicated on the
cover page of the Answer Book No.1, e.g., 1 + 1 = 2 to denote use of one main
Answer Book plus one additional Answer Book. However, no. of additional
Answer Books used shall also be denoted by darkening the appropriate circle on
the cover page of Main Answer Book.
50. No candidate, without specific permission of the Superintendent/Invigilator,
shall leave his/her seat during the course of Examination. It shall be the personal
responsibility of the candidate concerned appearing in the Examination to
properly fill-up all relevant particulars in neat and correct manner on the cover
page of main Answer Book. On completion of Examination or expiry of the
prescribed Examination timing, the Answer Books, even if the same is blank,
must at once be handed over to the Invigilator on duty in his/her Room/Hall and
the Invigilator’s signature be obtained in the relevant column of
acknowledgement printed on the Admit Card in token of having handed over
his/her Answer Book(s). The Superintendents of Examination Centres have been
advised to issue acknowledgement in the aforesaid manner, through the
Invigilators, for submission of Answer Books by the candidates.
51. Any representation regarding omission to handover the written Answer Book(s)
and/or additional Answer Book(s) or not obtaining the acknowledgement from
the Invigilator for handing over his/her Answer Book(s), for any reason
whatsoever, shall not be entertained after the Examination in that paper is over.

52. Any candidate attempting to copy or found copying or referring to or found in
Examination
possession of any printed/handwritten material, notes, books, mobile phone or
any electronic device etc., or exchanging notes or answer scripts with any other
person or copying from the work of another candidate or writing answers in the
Answer Book of any other candidate or answers got written by other candidate
or person or allowing any other candidate to copy/refer to his/her work, helping
or asking help from any other person in any manner or communicating by means
of words, signs, gestures, codes, and other similar acts to exchange, impart or
acquire relevant information in the Examination hall/premises will be treated as
adoption of unfair means in the Examination. Similarly, any candidate found
consulting, talking, whispering with any person in the Examination Hall/ Room
or in the corridor/toilet within the premises of Examination Centre during the
course of Examinations shall be dealt with strictly and punished severely for
adoption of unfair means under the rules and regulations of the Institute.
53. The Superintendent of Examination has absolute power to expel a candidate
from the Examination Hall/ Room if in his/her opinion the candidate has adopted
/ attempted to adopt unfair means for the purpose of answering the questions in
Examination or behaved in a disorderly manner in and around the Examination
Hall/ Room or obstructed the Superintendent or invigilating staff in carrying out
his/her duties or attempted to offer illegal gratification or attempted to apply
undue influence or threat or blackmail any person connected with conduct of
Examination. A candidate so expelled, must before leaving the Examination Hall,
submit to the Institute his/her explanation in writing through the
Superintendent of Examination. Once a candidate is so expelled, he/she may not
be allowed to appear in the remaining paper(s) of the Examination. Over and
above, for any such misconduct of grave nature, the candidate shall be subject to
disciplinary action under the provisions of the Company Secretaries Regulations,
1982 and/or other appropriate legal action under the laws of the country and
particulars of such candidates or cases will be suitably notified in the Institute’s
official bulletin/on Institute’s website.
PART-B
SPECIAL INSTRUCTIONS DUE TO COVID -19 PANDEMIC
In view of the prevailing situation in the country due to COVID-19, candidates
appearing in the Examination are advised to follow the below given instructions
strictly (in addition to the general instructions given above), for their safety and to
prevent the spread of virus infection in and around the Examination halls/premises:
1. All candidates must ensure before reaching the Examination Centre that they
do not have any symptom or suffering from COVID-19.
2. Candidates should not come to the Examination Centre for writing the
Examination, if he /she is tested COVID-19 positive whether symptomatic or
asymptomatic or having any of the symptoms like fever, cough, sneezing,
breathing problem, headache, running nose, chest congestion, sore throat etc.,
during the last 10 days or under self-isolation or quarantine or returned from
any foreign country within the last 14 days of the Examination.

Examination
3. Self-Declaration by the candidates regarding health status is required to be

downloaded along with the Admit Card. Candidates have to take the print out
of the “Self-Declaration Form” and fill the same carefully. The signed copy of
the “Self-Declaration Form” shall be submitted by the candidates to the
Superintendent of Examination Centre on the first day of Examination.
4. Candidates should maintain proper social distancing from each other while
entering and leaving the Examination premises and in the Examination hall
during the conduct of Examination.
5. Candidates should mandatorily wear face mask covering the mouth and nose
throughout the course of Examination.
6. Candidates will be allowed to enter the Examination hall in a systematic
manner (one candidate at a time) 60 minutes before the commencement of the
Examination.
7. Candidates shall be allowed to enter the Examination premises only after
thermal screening.
8. Candidates should carry with them exam related documents (i.e., Admit Card,
Identity Card) and stationary items etc. as instructed. Candidates should not
carry any banned/ prohibited item with them into the Examination premises.
9. Candidates shall be provided with hand sanitizer to clean their hands before
entering the Examination premises/ hall and also while leaving the
Examination premises.
10. Besides wearing face mask, candidates can carry their own small transparent
bottle of drinking water and hand sanitizer in the Examination hall for
personal use during the Examination. Sharing of personal belongings shall not
be allowed.
11. Candidates shall remove the mask only at the time of their personal
identification and signing of the Attendance Register.
12. Seating arrangement of the candidates for each day of Examination shall be
displayed at the notice board near the entrance of the Examination Centre to
enable the candidates to locate their Examination room/hall easily.
13. Candidates shall ensure that they reach the Examination Centre well in time.
Candidates should not stand in groups outside and inside the Centre premises
either before or after the conclusion of Examination and follow social
distancing norms.
14. Candidates should maintain proper hygiene and not to spit anywhere in the
Examination premises.
15. Candidates after using the wash rooms should sanitize or wash their hands
with sanitizer/soap or liquid soap made available by the Centre inside the
washrooms.
16. Candidates should strictly follow the instructions given by the officials of the
Examination Centre to avoid any inconvenience/confusion/difficulty at the
Examination Centre.
17. In case any candidate feels unwell or any difficulty, he/she should immediately
Examination
report the same to the invigilator/ Centre superintendent.
18. On completion of the Examination, the candidates will be permitted to move
out in systematic manner i. e., one candidate at a time. Please wait for
instructions from invigilator and do not get up from your seat until advised.
19. All candidates are advised to co-operate with the Examination functionaries
for adherence to the COVID-19 and other guidelines during conduct of
Examination.
PART-C
INSTRUCTIONS FOR OMR BASED EXAMINATION FOR

EXAMINEES OF EXECUTIVE PROGRAMME
(These Instructions are in addition to and not in substitution of Instructions to
Examinees, Part-A and Part-B)
1. Examination of the following three subjects of the Executive Programme shall be

held in OMR mode:
Sr. No. Executive Programme Module
1. Corporate and Management Accounting II
2. Tax Laws I
3. Financial and Strategic Management II
Examination of the above three papers of Executive Programme will be held on 07th,
08th and 09th June, 2022 respectively.
2. The candidates will be provided Question Paper Booklet, 5 minutes prior to
commencement of Examination and OMR Answer Sheet, 15 minutes prior to
commencement of Examination for filling relevant columns thereon and appearing
in the OMR based Examination.
3. The candidate must write his/ her 6 digit Roll Number as allotted to him/her and
printed in the Admit Card on OMR Answer Sheet in boxes and darken appropriate
circles with Blue/Black Ball Point Pen. Similarly, write Question Paper Booklet
Number and also the Question Paper Booklet Code, viz. A or B or C or D as the case
may be, Subject Code and Exam Centre Code on OMR Answer Sheet. The candidate
should not write his/her name, Registration Number and also not to make any
noting/scribbling on the OMR Answer Sheet and Question Paper Booklet except in
the space provided for rough work. In case any candidate fills in the information
wrongly, the Institute will not take any responsibility of rectifying the mistake. The
Question Paper Booklet Code as darkened by the candidate will be final and the
result will be processed on the basis of the circle darkened by him/ her.

Examination
4. Candidates must correctly fill in the Question Paper Booklet Code (as mentioned on
the top of the Question Paper Booklet) in the OMR Answer Sheet, as the same will
be considered final for result computation. Candidates not filling the Question Paper
Booklet Code will not be awarded any marks.
5. Question paper booklets for the OMR based Examination in respect of the following
subjects/papers shall be provided in English language only:
Sr. No. Executive Programme Module
1. Corporate and Management Accounting II
2. Tax Laws I
3. Financial and Strategic Management II
OMR Answer Sheets for all the subjects would also be provided in English language
only.
6. Candidates should not open the seal of the Question Paper Booklet before the time
specified for the commencement of the Examination.
7. Every candidate is required to satisfy that the Question Paper Booklet given to
him/her contains the number of pages as printed on the cover page of the booklet.
In case of any discrepancy, he/she should ask for replacement of the Question Paper
Booklet immediately.
8. Candidates are required to sign on the OMR Answer Sheet and Attendance Sheet in
the same manner, style and pattern as they have signed in their application form
and Admit Card. Before signing the Attendance Sheet, candidate should remove the
“Roll No. Barcode Sticker” of that particular paper from the Attendance Sheet and
affix the same vertically in the space provided on the OMR Answer Sheet, re-affirm
that all information has been correctly filled and OMR darkened properly and there
is no mistake in filling any column including Roll number and Question Paper
Booklet code.
9. The OMR Answer Sheet contains the serial number of questions as given in the
Question Paper Booklet. Against each question number, there are four circles
marked as A, B, C, and D which correspond to the four answer options out of which
one is to be darkened as their answer to such Question on the OMR Answer Sheet
only. No marking should be done on the Question Paper Booklet.
10. The Question Paper Booklet will consist of 100 Multiple Choice Questions (MCQ’s).
Each question will be of one mark and for every question, four answer options
designated as A, B, C and D are given in the Question Paper Booklet. The candidate
is required to select one amongst the options corresponding to the question as
his/her correct answer and darken the circle i.e. A or B or C or D as the case may be,
to be the answer in the OMR Answer Sheet with Blue/ Black ball point pen
only. Use of pencil is prohibited for darkening the circle. Example:

Examination
11. Multiple darkened circles for a question will be treated as wrong answer. For
question(s) not answered i.e. blanks, no marks will be given or deducted.
12. Candidate has no option to change/alter/erase the answer once he/she has
answered the question by darkening the circle. Therefore, before darkening the
circle corresponding to the question number he/she is advised to ensure the
correctness /authenticity of the answer. Use of white/correction fluid, eraser, blade,
etc. is not allowed on the OMR Answer Sheet.
13. For each correct answer one mark will be awarded. There will be negative marking
for wrong answers. The negative marking will be applied in the ratio of 1: 4, i.e.
deduction of one (1) mark for every four (4) wrong answers or proportion
thereof, i.e., 0.25 mark for each wrong answer and total marks obtained by the
candidates would be rounded up to next whole number. Further, the negative marks
would be limited to the extent of marks secured for correct answers so that no
candidate shall secure less than zero mark in the subject concerned.
14. The candidate will be required to surrender the OMR Answer Sheet at the
conclusion of each session of Examination against acknowledgement by the
Invigilator on the Admit Card. Candidate should also surrender his/her Question
Paper Booklet if he/ she left the Examination before the expiry of two hours from
commencement of Examination, i.e. 10:00 AM to 11:00 A.M.).
15. Candidates may bring a cardboard or clipboard on which nothing has been written
so as to avoid any difficulty in darkening the circles in OMR Answer Sheet as the
tables/furniture provided in the Examination hall may or may not have even or
smooth surface.
NOTE: Infringement of any of these instructions shall render the candidates
liable for disciplinary action which could lead to cancellation of results of
the Examination and/or studentship registration under the Company
Secretaries Regulations, 1982 as in force.
SMOKING, CHEWING OF TOBACCO, BETEL, INTOXICANT, CARRYING OR
USE OF MOBILE PHONE/ ELECTRONIC DEVICE, ETC., IS TOTALLY
BANNED INSIDE THE EXAMINATION ROOM / HALL / CENTRE PREMISES.

Examination

INSTRUCTIONS TO CANDIDATES (CONTD…)
Examination
10. Candidate should write his/her Roll Number in words in the allotted space- Roll
Number should also be written in figures in the boxes and appropriate circles be
darkened.
11. Before signing the Attendance Sheet, candidate should remove the "Barcode Sticker"
of that particular paper from the Attendance Sheet and affix the same vertically in
the space provided on the OMR Answer Sheet.
12. Candidates are required to fill-up relevant particulars and / darken the relevant
circles such as Date of Examination, Subject, Question Paper Booklet No. and
Question Paper Booklet Code (A, B, C or D) as printed on the Question Paper Booklet,
Subject Code, Examination Centre Code and Medium of Examination at the
appropriate boxes/space on the OMR Answer Sheet. Candidates wrongly
darkening/not filling in or wrongly filling in any of the information as stated above,
their answer sheet shall be liable to be rejected.
13. Candidates shall use only blue or black ball point pen for writing the particulars and
darkening the circles. They should not use gel or ink pen.
14. Negative marking for wrong answers attempted by the Candidates will be applied in
the ratio of 1:4, i.e., deduction of one (1) mark for every four (4) wrong answers.
15. Candidates should not change, alter or erase their answers once darkened. Hence
before darkening the circles corresponding to the question number, they are advised
to ensure the correctness/authenticity of the answer.
16. Candidates must duly handover the OMR Answer Sheet to the Invigilator before
leaving the Examination Hall and the Invigilator’s signature be obtained in the Admit
Card as an acknowledgement of the same.
17. Carrying mobile phones, pagers, any kind of communication/ electronic device(s),
books, printed or handwritten materials, etc. are totally banned inside the
Examination Hall/Room/Premises.
18. Any candidate found in possession of any banned item(s) (as stated above) inside
the Examination Hall/Room/Premises will be deemed to have wilfully infringed the
"Instructions to Examines" amounting to misconduct and liable to be expelled.
19. Candidate's eligibility to appear in any paper(s) and / or examinations shall be
subject to the provisions of the Company Secretaries Regulations, 1982, as in force.

Examination
20. Subjects and their codes for OMR based examination are as under:
STAGE OF
SUBJECT SUBJECT CODE MODULE
EXAMINATION
Executive
i. Tax laws TL-424 I
Programme
ii. Corporate and Management Executive

CMA-425 II
Accounting Programme
iii. Financial and Strategic Executive

FSM-428 II
Management Programme

2. TIME-TABLE FOR JUNE, 2022 EXAMINATIONS
Examination
COMPANY SECRETARIES EXAMINATIONS, JUNE, 2022
Time-Table
Examination Timing : 09:00 AM to 12:00 Noon
Day Executive Programme Professional Programme
1.06.2022 Jurisprudence, Interpretation and

Governance, Risk Management, Compliances and
Wednesday General Laws (Module-I)
Ethics (Module – I)
2.06.2022 Securities Laws and Capital Markets

Secretarial Audit, Compliance Management and Due
Thursday (Module-II)
Diligence (Module – II)
3.06.2022 Company Law (Module-I) Corporate Funding and Listings in Stock Exchanges
Friday (Module – III)
4.06.2022 Economic, Business and Commercial

Saturday Laws (Module-II) Advanced Tax Laws (Module – I)
5.06.2022 NO EXAMINATION
Sunday NO EXAMINATION
6.06.2022 Setting up of Business Entities and Corporate Restructuring, Insolvency, Liquidation
Monday Closure (Module-I) and Winding – up (Module – II)
Corporate and Management
7.06.2022 Accounting (OMR Based) Multidisciplinary Case Studies
Tuesday (Module-II) [Open Book Exam.] (Module – III)
Tax Laws
8.06.2022
(OMR Based) (Module-I) Drafting, Pleadings and Appearances (Module – I)
Wednesday
Financial and Strategic Management

9.06.2022 Resolution of Corporate Disputes, Non–
(OMR Based) (Module-II)
Thursday Compliances and Remedies (Module – II)
Elective 1 out of below 5 subjects

[Open Book Exam.] (Module – III)
(i) Banking - Law and Practice
(ii) Insurance - Law and Practice
10.06.2022 Intellectual Property Rights – Laws
NO EXAMINATION (iii)
Friday and Practices
(iv)
Labour Laws and Practice
(v) Insolvency – Law and Practice
Note: The Institute reserves 11th, 12th, 13th and 14th June, 2022 to meet any exigency.

Examination
3. DUPLICATE RESULT-CUM-MARKS STATEMENT

4. APPLICATION FOR ISSUE OF DUPLICATE RESULT- CUM-MARKS STATEMENT
Examination
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***
120 APRIL 2022 | STUDENT COMPANY SECRETARY
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MAY

Assistant Director IV. MEMBERSHIP 118

© The Institute of Company Secretaries of India.

Case Digest for the Students and Members are available at

SUBJECTWISE MONTHLY GUIDELINE ANSWERS

Announcement for the Students

Selected Articles will be published in the June issue of

STUDENT COMPANY SECRETARY | MAY 2022 1

(CS Devendra V. Deshpande)

2 MAY 2022 | STUDENT COMPANY SECRETARY

1. The Student Company Secretary e-journal for Executive / Professional

STUDENT COMPANY SECRETARY | MAY 2022 3

4 MAY 2022 | STUDENT COMPANY SECRETARY

STUDENT COMPANY SECRETARY | MAY 2022 6

STUDENT COMPANY SECRETARY | MAY 2022 7

Company Secretary - A Preferred Professional*

8 MAY 2022 | STUDENT COMPANY SECRETARY

The Constitution of the Institute of Company Secretaries of India as a statutory body

STUDENT COMPANY SECRETARY | MAY 2022 9

A Company Secretary can engage himself in the areas such as:

STUDENT COMPANY SECRETARY | MAY 2022 11

Societies Act, Mergers and Amalgamations and Strategic Alliances, Foreign

The expectations from the Company Secretaries, as they

14 MAY 2022 | STUDENT COMPANY SECRETARY

Sub: Corrigendum: Study Material of Securities Laws & Capital Markets,

Joint Secretary (SG)

STUDENT COMPANY SECRETARY | MAY 2022 15

Practical Aspects on Real Estate Investment Trusts

* Mahesh Airan, Assistant Director, The ICSI

16 MAY 2022 | STUDENT COMPANY SECRETARY

STUDENT COMPANY SECRETARY | MAY 2022 17

18 MAY 2022 | STUDENT COMPANY SECRETARY

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Declaration Statement (To be given as below)

(Name of the applicant)

20 MAY 2022 | STUDENT COMPANY SECRETARY

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22 MAY 2022 | STUDENT COMPANY SECRETARY

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Applicable transaction charges and taxes will be displayed in a popup screen.

24 MAY 2022 | STUDENT COMPANY SECRETARY

STUDENT COMPANY SECRETARY | MAY 2022 25

1. The Companies (Management and Administration) Amendment Rules, 2022

26 MAY 2022| STUDENT COMPANY SECRETARY

STUDENT COMPANY SECRETARY | MAY 2022 27

28 MAY 2022| STUDENT COMPANY SECRETARY

STUDENT COMPANY SECRETARY | MAY 2022 29

SECURITIES LAWS AND CAPITAL MARKETS

1. Reduction of timelines for listing of units of Infrastructure Investment Trust

30 MAY 2022| STUDENT COMPANY SECRETARY

STUDENT COMPANY SECRETARY | MAY 2022 31

5. SEBI (Debenture Trustees) (Amendment) Regulations, 2022 (April 11,

32 MAY 2022| STUDENT COMPANY SECRETARY

STUDENT COMPANY SECRETARY | MAY 2022 33

34 MAY 2022| STUDENT COMPANY SECRETARY

STUDENT COMPANY SECRETARY | MAY 2022 35

PART IX-AA DISPUTE RESOLUTION COMMITTEE

36 MAY 2022| STUDENT COMPANY SECRETARY

STUDENT COMPANY SECRETARY | MAY 2022 37

8. Notification No. 30 [Dated April 11, 2022]

38 MAY 2022| STUDENT COMPANY SECRETARY

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40 MAY 2022| STUDENT COMPANY SECRETARY