TMI Blog2018 (12) TMI 672X X X X Extracts X X X X X X X X Extracts X X X X ..... under Section 131(1)(b) for revised report of the Board for the financial year 2015-16 in respect of the following disclosures stated to be not provided for in the Board Report for the financial year ending March, 2016 in respect of the following disclosures stated to be not provided for in the Board Report for the financial year ending March, 2016. Necessary further action be taken by the Company for filing certified copy of the order of the Tribunal with the Registrar of Companies within 30 days of the receipt of the certified copy and calling for General Meeting and further, filing with the Registrar of Companies as per Section 131 (1) of the Act read with Rule 77 of the Rules. - CP No.57/Chd/Hry/2018 - - - Dated:- 23-10-2018 - MR R.P.NAGRATH, MEMBER (JUDICIAL) AND MR. PRADEEP R.SETHI, MEMBER (TECHNICAL) For The Petitioner : Mr. Harrish Khurana, Practising Company Secretary For The Central Government : Dr. Afsar Ali, Assistant Registrar of Companies, Punjab and Chandigarh For The Income Tax Dept. : Mr.Yogesh Putney, Advocate JUDGMENT Per: Pradeep R.Sethi, Member (Technical) The present petition under Section 131 (1) (b) of the Compani ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /approved financial statement along with report of the Board of Directors and report of Auditors of the Company was filed on 19.12.2016 with the Registrar of Companies, vide SRN:G29899556. It is submitted that during the month of October, 2017, the Management of the Company, engaged a Practising Company Secretary to check the compliance level of the Company, required under the provisions of the Act and the Practising Company Secretary pointed out that the following disclosures were not provided in the Board Report for the financial year ending March, 2016: - * Section 134(3)(a) - extract of annual return is not proper, hence need to be revised. * Section 134(3)(m) - details of the technology absorption were not provided. * As per Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014- details in respect of adequacy of internal financial controls with reference to the financial statements, and * Disclosure about the constitution of Internal Complaint Committee (ICC) under the provisions of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 5. It is submitted that the duty/responsibility to prepare the report ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sions of Section 134 (3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. 10. By order dated 19.03.2018, notice of the petition to the respondents was directed to be issued. It may be added that as per the petition, Central Government through the Regional Director (NR) New Delhi, was respondent No.2 and vide Diary No.3031 dated 20.08.2018, amended memo of parties was filed, showing respondent No.2 as Central Government through the Secretary, Ministry of Corporate Affairs, New Delhi. Similarly, respondent No.3, as per the petition, was Assistant Commissioner of Income Tax, Circle 1(1) (1), Vadodara and was amended to Deputy Commissioner of Income Tax, Circle 1(1) (1), Gurugram by Diary No. 3031 dated 20.08.2018. The petitioner was also directed to file the date and particulars of the decision of the Company for constituting the Internal Complaint Committee (ICC) and also Annual Report for the year in question to explain the discrepancy, which the Company intends to rectify. In compliance of these directions, the petitioner filed documents at Annexure A-1 and A-2, vide Diary No.1510 dated 10.05.2018, which are the certified copies of Sexual Harassment Policy an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Haryana, which is the same, as already submitted earlier, vide Diary No.814 dated 14.06.2018. 13. The report of the Income Tax Department was filed by Shri Yogesh Putney, learned Senior Standing Counsel for the Income Tax Department during the course of hearing on 07.08.2018. The report dated 03.08.2018 is filed by Ms. Seema Dhankhar, Deputy Commissioner of Income Tax, Circle-1 (1) (1) Gurugram, stating that after consulting the record, it was found that the Company is assessed with ACIT Circle 1 (1) (1), Vadodara, Gujarat and as per the information, provided by ACIT Circle 1 (1) (1), Vadodara, Gujarat, the following are the details of outstanding demand of the Company: - S. No A.Y. Date of demand raised Outstanding demand 1. 2013-14 27.01.2017 88,56,480/- 2. 2014-15 09.10.2016 10,000 u/s 271 (1)(b) of the Income Tax Act, 1961 3. 2015-16 27.04.2017 1,91,380/- It has bee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall be filed with the Registrar: Provided that the Tribunal shall give notice to the Central Government and the Income-tax authorities and shall take into consideration the representations, if any, made by that Government or the authorities before passing any order under this section: Provided further that such revised financial statement or report shall not be prepared or filed more than once in a financial year: Provided also that the detailed reasons for revision of such financial statement or report shall also be disclosed in the Board's report in the relevant financial year in which such revision is being made. In the present case, the petition is filed under Section 131 (1) (b) of the Act in respect of disclosures not provided in the report of the Board of Directors for the financial year ending March, 2016. The details of the disclosures not provided are stated to be as follows: - * Section 134(3)(a) - extract of annual return is not proper, hence need to be revised. * Section 134(3)(m) - details of the technology absorption were not provided. * As per Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014- details in respect of adequacy of i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompliance has been submitted in Paragraph No.1 of affidavit dated 02.05.2018 of Shri Harrish Khurana, Authorized Representative of the Company (Diary No. 1509 dated 10.05.2018). It is stated therein that the Company has advertised notice on 06.04.2018 in copies of Business Standard newspapers (Hindi and English). Therefore, the advertisement was made at least 14 days before the date of hearing i.e. 23.05.2018. 20. Rule 77 (5) of the Rules requires issue of notice and hearing of the Auditor of the original financial statement, if the present auditor is different. In the instant case, Paragraphs No. 9 (j) and (k) of the petition state that with the proposed correction of the Board Report, there would be no corresponding change in the Financial Statement, Income Tax Return or Tax Audit Return, filed by the Company for the financial year ending 31.03.2016. Therefore, the provisions of Rule 77(5) of the Rules are not applicable in the present case. 21. As discussed above, notice of the petition was given to the Central Government through the Secretary, Ministry of Corporate Affairs and the Income Tax Department. As discussed above, the report of the Central Government through th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 14 to 2015-16 is envisaged by the proposed changes. 23. In view of the above discussion and after taking into consideration the reports of the Central Government and the Income Tax Authorities, approval is granted under Section 131 (1) (b) of the Act, for revised report of the Board for the financial year 2015-16 in respect of the following disclosures stated to be not provided for in the Board Report for the financial year ending March, 2016. * Section 134(3)(a) - extract of annual return is not proper, hence need to be revised. * Section 134(3)(m) - details of the technology absorption were not provided. * As per Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 - details in respect of adequacy of internal financial controls with reference to the financial statements, and * Disclosure about the constitution of Internal Complaint Committee (ICC) under the provisions of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Necessary further action be taken by the Company for filing certified copy of the order of the Tribunal with the Registrar of Companies within 30 days of the receipt of the certified c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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