Todays Overview Overview of E-Voting 1 An Analysis of the 2 - - PowerPoint PPT Presentation

Presentation Title

7/9/2015 1

Your company name

Presentation by

• CS. B. Narasimhan

At WIRC on 16th May 2015

Today’s Overview

1 2

Overview of E-Voting

An Analysis of the Amendment & Its Implications

7/9/2015 2

AB TAK CHAPAN (1956)

• ABSE THERA (2013)
• LAWYERS DELIGHT???
• Previous year total confusion
• Different practices followed
• Different interpretations were

possible

• Clarification issued confounded the

confusion

2

7/9/2015 3

• Only e-voting and no voting at meeting.
• E-voting coupled with consent form sent

along with Notice (Interpretation of clause 35B)

• E-voting coupled with consent form sent

along with Notice (Interpretation of clause 35B) and voting through poll at meeting

• E-voting coupled with voting at meeting form

MGT 12.

• Multiple SR based on circumstances

3

CIRCULAR DATED 17TH JUNE 2014 ISSUED BY MCA

A CRITICAL ANALYSIS

7/9/2015 4

MCA CIRCULAR DATED 17TH JUNE

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 Corporate and stakeholders expressed

practical difficulties

 Need for clarity on matter like demand for

poll/postal ballot etc will take more time

 Hence not mandatory till 31st December 2014  THE MCA THEN PROCEEDS TO SAY THAT

WITH THE PURPOSE TO ENSURE UNIFORMITY ON E-VOTING PROCEEDURE AND THE NEED FOR CLARITY ON CERATIN ISSUES GIVES SOME GUIDANCE ???????

 7 ITEMS ARE COVERED BY MCA

MCA CIRCULAR DATED 17TH JUNE

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 Item no (i)….. Voting by show of hands

disallowed if there is e-voting followed by the Company

 Item no (ii)…. Shareholders who have voted

through e-voting means shall not be debarred to be physically present at the meeting but cannot vote in the meeting….Does this mean the MCA is visualizing voting at the meeting????

 Item no (iii) Clarified that rule 22(16) cannot be

considered along with items being considered under rule 20 in view of clear cut provisions under Sec 110(1)(a)

MCA CIRCULAR DATED 17TH JUNE

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 Item no (iv)….. Clarified that companies which

are covered under section 108 read with rule 20 the provisions relating to demand for a poll would not be relevant…. What would this mean???? No poll can be demanded by the shareholders u/s 109 !!!!!!! Not even suo motto by the Chairman !!!!!!

 Item no (v)….Where a shareholder is unable to

participate can he exercise votes physically ?? Permissibility of voting by postal ballot under rule 20 would not be available. Would this mean an assent/dissent form is not required ????

MCA CIRCULAR DATED 17TH JUNE

7/9/2015 8

 Item no (vi)….. Manner of voting by

shareholders present in the meeting….Clarified that e-voting is on the basis of “one-share one- vote” THE CHAIRPERSON SHALL REGULATE THE MEETING ACCORDINGLY

 This opens up the possibility of a poll and nothing

else…..

 While demand for a poll is said to be irrelevant

under (iv) the only recourse possibly could be for the Chairman to call for a poll suo motto

MCA CIRCULAR DATED 17TH JUNE

7/9/2015 9

 Item no (vii)….Clarified that rule 20(3) will

be aligned with rule 20(1) and the ambiguity that rule 20 is optional for companies not covered under rule 20(1) is not the case

 Clarified further that those companies who do

adopt this on a voluntary basis will have to comply in full

 Item no (i) to (vii)….WHERE DOES THIS

LEAD US ALL TO…..MORE CONFUSSION

VOTING THROUGH REMOTE VOTING & ELECTRONIC OR PHYSICAL VOTING AT THE VENUE ADVANTAGE Companies and PCS & other professionals

7/9/2015 10

ELECTRONIC VOTING APPLICABILITY AND DEFINITIONS

(RULE 20 REPLACED…. NEW RULE 20 to be read COMBINED WITH RULE 18 & 21 OF COMPANIES MANAGEMENT AND ADMINISTRATION RULES)

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Electronic Voting System- Applicability

Applicable for All Listed entities AND Companies having not less than 1000 shareholders Not applicable for SME & ITP Exchange (Chapter XB & XC) including > 1000????? For all general meetings, where Notices are issued after 19th March 2015

7/9/2015 12

Electronic Voting System- Applicability

AGM and EOGM AGENCY defined in Rules

(NSDL/CDSL/KCPL) Karvy Computershare the only RTA to get certified “cut-OFF date” means a date not earlier than seven days before the date of general meeting for determining the eligibility to vote by electronic means OR in the general meeting

7/9/2015 13

Electronic Voting System- Definitions

COD has to be within 7 days of Meeting Download Issues for Companies???? The need to vote at meetings indicated clearly Obviously there will be no show of hands Show of hands under section 107 only for election of Chairman

7/9/2015 14

Electronic Voting System- Definitions

“cyber security” protecting information “electronic voting system”.. Recording of ballots electronically “remote e-voting” use of a electronic voting system other than at the venue of the meeting

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Electronic Voting System- Definitions

“voting by electronic means” includes remote voting and voting at general meetings through electronic voting system which may be the same used for remote voting This recognizes voting at meetings both electronically and through physical means

7/9/2015 16

Electronic Voting System- Definitions

“ A secured System”…Computer hard and Software……… No unauthorized access and misuse Reliability and correct operation Suited for performing the intended functions Adhere to accepted security procedure

7/9/2015 17

ELECTRONIC VOTING NOTICE OF MEETING

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Electronic Voting System – Notice of Meeting

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Notices to be sent to Auditors and

Directors and Members BY

Registered or Speed post Electronic means …registered email id

• btained from Depository

Refer rule 18 (3) (i) to (viii)…………. Effort to be made every year Subject line in email

Electronic Voting System – Notice of Meeting

7/9/2015 20

If attachment non editable reference

to relevant software for downloading

System to produce confirmation Record of each recipient Failed transmissions and proof

resending

Company not responsible for failed

transmission

Electronic Voting System – Notice of Meeting

7/9/2015 21

Can be done through RTA or in-

house or 3rd Party

Through Uniform Resource

Locator URL

Through Courier service ( There has

been lot of complaints last year)

Notice on the website of Company and

the Agency appointed for this purpose of electronic voting

Electronic Voting System – Notice of Meeting

7/9/2015 22

Notice to mention that e-voting is

being provided

Voting by electronic means or

physical ballot should be provided at the venue

Only those members who had not

participated through remote e- voting can vote at the GM

However they can attend the

meeting

Electronic Voting System – Notice of Meeting

7/9/2015 23

NOTICE TO INDICATE Process and manner of electronic

voting

Detail time schedule and the period

available for remote e-voting (in the past 1 to 3 days even PB for 3 days??)

Provide Log in id and PW Process for generating or receiving

PW for casting the vote

Electronic Voting System – Notice of Meeting

7/9/2015 24

Basically to provide facility to

shareholders holding shares as on COD to vote

On completion of despatch Publish

Advertisement

21 days prior to meeting date In vernacular newspaper where RO

situated

 In English “having country-wide

circulation”

Electronic Voting System – Notice of Meeting

7/9/2015 25

Notice Published to specify the

following

Business to be transacted thro’ E-

voting

Date and time of commencement e-

voting

Date and time of end of remote e-

voting

Electronic Voting System – Notice of Meeting

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The “Cut-Off date” The manner of voting by

members who acquire shares after mailing Notice

How to obtain log in ID and PW

for subsequent shareholders

 HOW WOULD THE SERVICE PROVIDERS

MEET THIS CHALLENGE??????

 SP creates log in id and PW!!!!!

Electronic Voting System – Notice of Meeting

7/9/2015 27

Remote e-voting not allowed beyond

that said date & time minimum 3 days (maximum it could be 6 days)

Manner of members present at the

meeting to vote

Not allowed to vote if already remote e-

voted

Eligibility will be ROM as of COD Suggest cut-off date could be Friday to

coincide with benpos download

Electronic Voting System – Notice of Meeting

7/9/2015 28

Any other day (check regarding

charges)

In my view not applicable, since it is a

mandatory download there should be no charges????

Provide one day for upload to Agency Maximum remote voting could be 6

days!!!!!

RTA to provide data as of COD

Electronic Voting System – Notice of Meeting

7/9/2015 29

Does not talk of sending email for add

• n holders as of COD

Website address of the company Name, designation, email id, phone

no, of the contact person to address grievance relating to e-voting

 Notice to be placed on Companies

and Agency’s web site.

ELECTRONIC VOTING PROCESS FOR REMOTE VOTING AND VOTING AT MEETINGS

7/9/2015 30

Electronic Voting System

7/9/2015 31

Remote voting kept open for not less than 3

days

Option available to the company to

keep it open for a longer period of time (Not exceeding 6 days)

Voting to close at 5.00 PM prior to the date

• f meeting

Available for both physical and

electronic to vote during the remote e- voting period

Electronic Voting System

7/9/2015 32

The need for assent dissent form not

specified and hence not needed

Clarification issued in June 2014

expressly provides so

Clause 35B(ii) is exclusively for

Postal Ballot and not for others

Since lack of clarity forms sent in

the past

Electronic Voting System

7/9/2015 33

It is now remote e-voting and not e-

voting??

Confidentiality clause for votes cast. How to exclude from voting at

meeting if voting is done on physical form.

Votes once cast through remote e-

voting cannot be changed??

No download possible

Electronic Voting System

7/9/2015 34

No change once the vote is cast No voting at meeting if participated in e-

voting

Ballot paper distribution difficulties vs.

Electronic Voting at meeting

E-voting would be preferred mode Facility to declare results early Remote voting to be blocked forthwith on

closure

Electronic Voting System – at Meeting

7/9/2015 35

Company can opt to provide

electronic voting at the Meeting. Last year Karvy had “Instapoll” (officially recognized)

If so it will be available till all

the items are considered and

• nly to those if not already voted

earlier through remote e-voting

Electronic Voting System - Scrutinizer

7/9/2015 36

Board to appoint one or more

scrutinizer (PCS, CA, AICWA, Advocate or a person of repute not in employment of the company capable

• f doing in a fair and transparent

manner)

Assistance may be taken from a

person who is well versed with E- voting!!!!!!!!!!

Scrutinizer(s) consent required

Electronic Voting System Poll Process

7/9/2015 37

 Scrutinizer provided with ( Refer rule 21 (1)

(a) to (h) )

 Company to decide for electronic or physical?

Can both methods be allowed ?????

 The rules provides for (either or)  Clause 35B to be applicable only for postal

ballot if not there would have been amendment to Rule 20 notified by MCA

 In GM either remote voting or voting at

meeting….. Also refer clarification of June 2014 of MCA

Electronic Voting System Poll Process

7/9/2015 38

ROM, Signatures, Attendance and

Proxy Registers & Authorization

Distribution of Ballot / Polling

papers (form MGT 12) or electronic voting

Initial the Papers received Lock and seal empty Box To open Box in presence of 2

witnesses

Electronic Voting System Poll Process

7/9/2015 39

Decide validity of poll paper in

consultation with Chairman

Ignore vote cast by proxy if cast by

member

Ignore votes cast if already cast

through remote e-voting

Identification at the time of handing

poll papers ---- A Challenge?

 Manpower of RTA’s for AGM E-voting at meeting advantageous

Electronic Voting System Poll Process

7/9/2015 40

Scrutinizer to first count votes cast at

meeting

Unblock votes cast through remote

voting

Two witnesses required not to be

employees of the Company

Consolidated Report to be given to

Chairman or person so authorized in that behalf

Electronic Voting System Poll Process

7/9/2015 41

Report within 3 days of conclusion Chairman to countersign the

report

Declaration of Results – deemed to

be passed as of the GM date

Remote voting to remain secret not

available to anyone till votes cast in the meeting is counted

Electronic Voting System Poll Process

7/9/2015 42

Only information to be made available

name folio and number of shares held

• f those remote voted to prevent

voting again

Nothing else to be known Preparation of Register by Scrutinizer

(DVR)

Chairman approves signs minutes to

hand over papers to company

Electronic Voting System Poll Process

7/9/2015 43

Results on the website of Company &

Agency

Intimation to Stock Exchanges Stock Exchanges to place on their

website

No withdrawal of resolutions No use of words “with or without

modifications”

Several inconsistencies laid to rest

ELECTRONIC VOTING

ROLL OF AGENCY AND REGISTRARS AND COMPANY

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Electronic Voting Roll of Company

7/9/2015 45

Company to fix date of GM COD within 7 days of GM (Challenges) Minimum 3 days for voting period Close voting at 5 pm prior to meeting Prepare Notice of meeting with the

contents as notified

Release advertisements Responsible for compliance Form MGT 11 for Proxy wordings????

Electronic Voting Roll of Company

7/9/2015 46

Request RTA to seek download of

Beneficiary Position

For mailing Notice For determining eligibility for voting No fees be paid for COD download since it

is a mandatory requirement under the Companies Act

Decide on e-voting or physical voting at

meeting and prepare accordingly (both??)

Electronic Voting Roll of Agency

7/9/2015 47

Set up download of both Ben pos Generate log-in id and password for

emailing Notices if Agency doing the e-mailing

Obtain second download for purpose

• f remote voting and subsequent

voting at meeting

Lay down procedure for providing PW

for subsequent holders

Electronic Voting Roll of Agency

7/9/2015 48

• Encrypt the data to ensure

confidentiality and secrecy of voting

• Keep the voting open for the period

announced prior to meeting

• Ensure closure of remote voting at 5

PM prior to date of meeting

• Extract limited information like folio,

Ben and client id, Name and number of shares held for those voted and hand

• ver to Company

Electronic Voting Roll of Agency

7/9/2015 49

• Allow the unblocking by the Scrutinizer

after the counting of voting at meeting

• To prompt in case shares or not held as
• f COD at the time of remote voting
• If allowed can lead to complications
• To provide facility for electronic

voting at the venue if so required by the Company

Electronic Voting Roll of Agency

7/9/2015 50

• Allow access to POA, Certified copy of

Board authorization to the Scrutinizer

• Provide complete data of the votes

cast to the concerned RTA

• Provide any necessary help to

Company and Scrutinizer.

• To set up counters to facilitate

electronic voting if opted for by the Company

Electronic Voting Roll of RTA

7/9/2015 51

• To set up download of benpos for mailing

the Notices and for the COD

• Compile the data for electronic and

physical shares and provide the same to

• Company for mailing of Physical

Notices

• To Agency for emailing Notices
• To generate log-in and pw for physical

Notices to be sent and provide it to Agency

Electronic Voting Roll of RTA

7/9/2015 52

• To set up download of benpos for mailing
• To Agency for emailing Notices
• To generate log-in and pw for mailing

Notices of the meeting

• To generate fresh log-in and PW for

new acquisitions and to share it with Agency

• To set up a counter to handle

grievances

Electronic Voting Roll of RTA

7/9/2015 53

• To obtain limited details of holders for

the remote votes cast from the Agency

• To set up counters to facilitate electronic

voting by the Agency if opted for by the Company

• In case of Physical voting at meeting

prepare for facilitating poll process

• To assist the Scrutinizer in the poll

process

• Prepare final Registers (Voting under Cl 35)

ELECTRONIC VOTING SCRUTINIZER’S REPORT ITS CONTENTS

7/9/2015 54

Scrutinizers Report - Contents

7/9/2015 55

Compliance with every single

provision as stated in the Rule 18, 20 & 21 as covered in the amended clause

Poll report for voting at meeting in

form MGT 13

Name of agency Name of RTA Facility of remote voting

Scrutinizers Report - Contents

7/9/2015 56

Mailing of Notices including Qty. Contents of Notice Posting on website of Company &

Agency and their address

Cut- off date Manner of voting at meeting

adopted

Publication of Notice (reference to

the newspapers and date)

Scrutinizers Report - Contents

7/9/2015 57

Closure of remote voting Not voted again at meeting Rejections on account of above Period of remote voting Confirmation it was done in a fair

and transparent manner

Confidentiality of remote voting

process

Scrutinizers Report - Contents

7/9/2015 58

Counting of votes for vote at meeting Unblocking of remote voting Names of witnesses Consolidation of the votes cast The results of each item placed for

approval

 One consolidated report would do combining

MGT 13 and remote e-voting

 Voting reporting under clause 35??

Electronic Voting System- Show of hands

7/9/2015 59

Subject to sufficient votes resolution

deemed to be passed on the date of meeting…!!!!!!!!

 U/S 107 “AT ANY GENERAL

ERAL MEETIN ETING, G, A RESOLUTION SOLUTION PUT TO THE VOTE E OF THE MEETING ETING SHALL, ALL, UNLES ESS S A POLL LL IS DEMAND ANDED ED U/S 109 OR THE VOTIN ING G IS CARRIED RIED OUT ELECTRONI ECTRONICAL CALLY, LY, BE DECIDED ED BY SHOW OF HANDS”

Electronic Voting System- Show of hands

7/9/2015 60

 WOULD THIS MEAN THERE WILL BE NO SHOW OF

HANDS ON ANY MATTER ????

 WILL SHOW OF HANDS JUST BE

RESTRICTED TO ELECTION OF CHAIRMAN

• r may be any Resolution by Special

Notice?????????

 SHOW OF HANDS IS ONE VOTE BUT

EVOTING IS RECKONED ON THE NO OF SHARES HELD

 ALL DECISION BE RECKONED WITHOUT A

SHOW OF HANDS?????? YES

Electronic Voting System- Show of hands

7/9/2015 61

 MEMBERS WHO HAVE PARTICIPATED IN

EVOTING WHAT SHOULD THEY DO IN THE MEETING??????

 There will be DUPLICATE VOTING IF THEY

PARTICIPATE through Show of Hands????

 ON A POLL IDENTIFICATION MAY BE

POSSIBLE BUT NOT ON SHOW OF HANDS…….

 IS E-VOTING INDEPENDENT OF VOTING IN

THE GENERAL MEETINGS??????? YES

Electronic Voting System- Show of hands

7/9/2015 62

 DO WE NEED A PROPOSER AND

SECONDER FOR A RESOLUTION IN THE MEETING?????

 VOTING HENCEFORTH CAN NEVER BE

UNANIMOUS

 HOW DO WE RECORD THE MINUTES OF

ANY MEETING IF RESULTS ARE NOT DECLARED AT THE MEETING??

RECENT JUDGEMENT OF BOMBAY HIGHCOURT

IN THE MATTER OF COMPANIES ACT 1956 SECTION 391 394 RE: GODREJ INDUSTRIES

7/9/2015 73

In the matter of Godrej Industries…Bombay High Court….Hon'ble Justice G S Patel

• There is no question of matters at a

Court-convened meeting being decided by postal ballot “instead” of at a general meeting; the postal ballot and electronic voting may be permitted or may even be required in addition to but not in replacement of an actual general meeting.

7/9/2015 74

In the matter of Godrej Industries…Bombay High Court….Hon'ble Justice G S Patel

• Agenda items and proposals are frequently

amended with suggestions from the floor or even by the Board at the meeting. Often, Schemes of Arrangement or Compromise are amended at a meeting itself; …………….. In a postal ballot no such amendment is possible. If we were to restrict ourselves to a postal ballot, no shareholder or any director could ever suggest any amendment…..

7/9/2015 75

In the matter of Godrej Industries…Bombay High Court….Hon'ble Justice G S Patel

• “…………We must remember that at the heart of

corporate governance lies transparency and a well-established principle of indoor democracy that gives shareholders qualified, yet definite and vital rights in matters relating to the functioning

• f the company in which they hold equity.

Principal among these, to my mind, is not merely a right to vote on any particular item of business, so much as the right to use the vote as an expression of an informed decision.

7/9/2015 76

In the matter of Godrej Industries…Bombay High Court….Hon'ble Justice G S Patel

• To say, therefore, that no meeting is required

and that the shareholder must cast his vote

• nly on the basis of the information that has

been send to him by post or email seems to me to be completely contrary to the legislative intent and spirit to the express terms of the SEBI circular and amended Listing Agreement’s Clauses 35B and 49……..

7/9/2015 77

In the matter of Godrej Industries…Bombay High Court….Hon'ble Justice G S Patel

• Hence, the purpose of shareholder democracy

is not simply to exercise franchise but to meet, deliberate, persuade and be persuaded as a collective, which is possible, only when the facility of a meeting is provided, and not simply when each shareholder casts a ballot in isolation without interaction.”

7/9/2015 78

In the matter of Godrej Industries…Bombay High Court….Hon'ble Justice G S Patel

• Electronic voting is a method by which the votes

cast by a large number of shareholders could be more accurately ascertained. That does not mean that electronic voting cannot be permitted at the meeting itself……. ………………………………..It cannot be that at the meeting that there be no voting or poll, and that electronic votes or postal ballots cast earlier would be determinative.

7/9/2015 79

In the matter of Godrej Industries…Bombay High Court….Hon'ble Justice G S Patel

• ……..Nothing could be more detrimental to shareholders’ rights than

stripping them of the right to question, the right to debate, the right to seek clarification; and, above all, the right to choose, and to choose wisely. A vote is an expression of an opinion. That vote must reflect an informed decision. Dialogue and discourse are fundamental to the making of every such informed decision. [Counsel’s] submission seems to me to relegate shareholders, in the guise of greater inclusiveness, to a very distant second place in the scheme of corporate governance, seeing them merely as a necessary evil.

7/9/2015 80

In the matter of Godrej Industries…Bombay High Court….Hon'ble Justice G S Patel

• Nothing could be further from the mandate
• f corporate law and governance. We strive

today to greater transparency; that means that more should be given the opportunity to speak and to exercise their rights as

• shareholders. But that cannot come at the

price of their right to speak, to be heard, to persuade, even to cajole. What corporate governance demands is the government of the tongue, not the tyranny of a finger pressing a button.

7/9/2015 81

In the matter of Godrej Industries…Bombay High Court….Hon'ble Justice G S Patel

• The website of the Ministry of Corporate Affairs3 has, on its front page, a

link to a single scanned PDF file entitled “COMPANIES ACT 2013 - STATEMENT OF NOTIFICATION OF RULES”. They are all said to be effective 1st April 2014. Several of these are not yet gazetted; at least I have not been able to find any gazette. I do not see how any such rules can be made effective on this basis where a ministry simply puts up some scanned document under the signature of one of its officers but sans any publication in the official gazette. That publication is not an idle formality. It has a well-established legal purpose. That purpose is not and cannot be achieved in this ad-hoc manner. (This has since been done?????????)

7/9/2015 82

In the matter of Godrej Industries…Bombay High Court….Hon'ble Justice G S Patel

• On a prima-facie view that the elimination
• f all shareholder participation at an actual

meeting is anathema to some of the most vital of shareholders’ rights, it is strongly recommended that till this issue is fully heard and decided, no authority or any company should insist upon such a postal- ballot-only meeting to the exclusion of an actual meeting

7/9/2015 83

7/9/2015 84

FRAUDS UNDER THE COMPANIES ACT 2013

Duties of Secretarial auditor – Fraud Reporting [Sec 143(12)(14)]

• Reference to Fraud appears in 45 sections of the New Act(Section

7,8,34,35,36,38,46,56,66,73,74,75,130,134,140,143,144,149,177,195,199,206,2 10,211,212,213,216,218,219,221,223,224,225,226,229,245,251,266,271,336,33 9,430,442,447 & 448)

• If Company Secretary in Practice, during conduct of Secretarial

Audit, has sufficient reason to believe that an offence involving fraud is being committed or has been committed against the company by officers or employees of the company, he shall report the same to the Central Government immediately but not later than 60 days of his knowledge with a copy to the Board / Audit Committee seeking their reply within 45 days

85

Duties of Secretarial auditor – Fraud Reporting [Sec 143(12)(14)]

• Board / Audit Committee to reply in writing the steps taken to

address the fraud

• The Auditor to forward his report and reply of the Board / Audit

Committee with his Comments to the Central Government within 15 days of reply by Board / Audit Committee

• The Report shall be in Form ADT – 4
• Even omission, concealment of any fact would amount to a fraud by

the professional!!!!!.

• It is immaterial whether there is any wrongful gain or wrongful

loss!!!!!!

86

Punishment for fraud (Sec 447)

• Section 447 states that without prejudice to any liability

including for repayment of any debt under the Act or any other law for the time being in force, any person who is found guilty

• f fraud, shall be punishable with imprisonment for a term

which shall not be less than six months but which may extend to ten years and shall also be liable to fine which shall not be less than the amount involved in the fraud but which may extend to three times the amount involved in fraud

• The Section further states that where the fraud in question

involves public interest, the term of imprisonment shall not be less than three years.

87

Punishment for fraud (Sec 447)

Fraud in relation to affairs of a company or any body corporate, includes any act, omission, concealment of any fact or abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interests of, the company or its shareholders or its creditors or any other person, whether or not there is any wrongful gain or wrongful loss

88

Punishment for false statement (Sec 448)

Section 448 states that, save as otherwise provided in the Act, if in any return, certificate, financial statement, prospectus, statement or other document required by the Act or Rules made thereunder, any person makes a statement: (a) Which is false in any material particulars, knowing it to be false; or (b) Which omits any material fact, knowing it to be material, He shall be liable under Section 447

89

Punishment in case of repeated default (Sec 451)

Section 451 provides that if an offence punishable either with fine or imprisonment is repeated within a period of three years, the company and the officer shall be punishable with imprisonment as provided and twice the amount of fine for such default, for the second and subsequent occasions. REPEAT OFFENDERS TAKE CARE????

90

Security Market frauds since 1990

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Scams above Rs 5000 Crores Year Name of the Scam Amount in Crores 1992 Harshad Mehta 5400 1993 Vanishing Companies 25000 1995 Plantation companies Scam 50000 1995-98 Mutual Funds Scam 15000 2008 FX derivative scam 32000 2009 Satyam scam 12000 2012-13 Sahara ?????? 25000 2013 Saradha scam 20000 TOTAL 184400

What is bhakti

• When Bhakti enters food it becomes Prasad
• When it enters water it becomes Charanamrit
• When it enters travel it becomes Pilgrimage
• When it enters hunger it becomes Fast
• When it enters Music it becomes Kirtan
• When it enters Home it becomes Temple
• When it enters Action it becomes Service
• When it enters Work it becomes Karma
• When it enters Man it becomes Human
• Please therefore add Bhakti to everything and be blessed and

successful

• IN ORDER TO SUCCEED YOUR DESIRE FOR SUCCESS SHOULD BE FAR

GREATER THAN YOUR FEAR OF FAILURE………..Albert Einstein

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THANK YOU