ARE THE ROLE OF COMPANY SECRETARY IS CHANGING? JD SPECIFIES FEMALE/SINGLE CANDIDATES AND COMBINES A COMPANY SECRETARY ROLE WITH THE PERSONAL SECREATARY DUTIES

 ARE THE ROLE OF COMPANY SECRETARY IS CHANGING?

JD SPECIFIES FEMALE/SINGLE CANDIDATES AND COMBINES A COMPANY SECRETARY ROLE WITH THE PERSONAL SECREATARY DUTIES

It’s disappointing to see how some organizations still misunderstand the role of a Company Secretary (CS).

A recent job post for “Company Secretary Cum Personal Secretary” mixed statutory CS responsibilities with personal assistance duties, including supporting the MD and traveling with him — which clearly aligns more with a Personal/Executive Assistant role.

Even more concerning was the preference for a “SINGLE FEMALE CANDIDATE,” raising serious concerns about professionalism and equal opportunity.

A Company Secretary is a Key Managerial Personnel (KMP), not a Personal Secretary.

It’s time organizations respect the distinction and define roles correctly.

Within 23 hours , about 84 candidates have applied for the position.

JD is a red flag. Gender biased and misrepresents the role of a Company Secretary. Is the POSH Act is in existence in the company?

3–4 PERSONAL PICTURES

One female CS  also received a mail from them. When she called on the given number, I was asked to send 3–4 personal pictures, which was quite inappropriate and disappointing. It’s really sad to see how our profession is being treated these days. A Company Secretary is a qualified professional and KMP, not someone to be approached in this manner. Organizations need to understand and respect the dignity of this role.

DECLINING STANDARDS

I am surprised to observe the declining standards in the industry, where, despite such unreasonable and concerning requirements, as many as 84 professionals have still applied, reflecting the challenging circumstances many are facing by the members of the Institute of Company Secretaries of India.

SPELLING OF 'SECRETARY'

The spelling of 'Secretary' itself shows HR's IQ level..Imagine how much he would be aware of CS profession...Poor HR team as usual always unaware of CS career ..

MCA & ICSI

Will the MCA and ICSI will come forward to address this kind of issues?

# YOUR COMPLIANCE PARTNER R V SECKAR, FCS, LLB 79047 19295,

THREE SEASONS EXIM WAS FINED BY ROC ₹3.5 lakh FOR NOT SENDING NOTICE OF EGM TO ONE DIRECTOR OF THE COMPANY

 THREE SEASONS EXIM WAS FINED BY ROC ₹3.5 lakh  FOR NOT SENDING NOTICE OF EGM TO ONE DIRECTOR OF THE COMPANY

ROC,VIJAYAWADA VS THREE SEASONS EXIM LIMITED

ISSUE

Extraordinary General Meeting (EGM) held on 12th December 2016

Violation: One director (Mr. Upendranath Nimmagadda) did not receive the mandatory EGM notice.

LEGAL BASIS FOR PENALTY

• Section 101 of the Companies Act, 2013: Requires that notice of every general meeting be sent to all directors, members, auditors, and other prescribed persons.

• Secretarial Standard-2 (SS-2): Reinforces the requirement that notices must reach every director and relevant stakeholders.

As per the rules, notice of a meeting is required to be sent to all Members, Directors, Auditors, the Practising Company Secretary who has issued the Compliance Certificate, Debenture Trustees, if any, and such other specified recipients as may be applicable or required.

• Section 454 of the Companies Act, 2013: Empowers ROC to adjudicate penalties for non-compliance.

PENALTY IMPOSED

• Total Fine: ₹3.5 lakh

• Responsibility: Both the company and its directors were held liable.

• Reasoning: Even though only one director missed the notice, the ROC treated it as a serious lapse in compliance.

KEY LESSONS LEARNED

1. Notices must be served to all directors and stakeholders — even a single omission can trigger heavy penalties.

2. Maintain proof of delivery (registered post, email acknowledgment, courier receipts) to safeguard against disputes.

# YOUR COMPLIANCE PARTNER R V SECKAR, FCS, LLB 79047 19295,

CAN A LOSS-MAKING COMPANY RETURN CAPITAL TO ITS SHAREHOLDERS UNDER SECTION 66 OF THE COMPANIES ACT, 2013? YES, SAYS NCLT CHENNAI

 CAN A LOSS-MAKING COMPANY RETURN CAPITAL TO ITS SHAREHOLDERS UNDER SECTION 66 OF THE COMPANIES ACT, 2013? YES, SAYS NCLT CHENNAI

NCLT,CHENNAI Vs ABTRAN INDIA PRIVATE LIMITED

REDUCTION OF CAPITAL

Abtran India filed petition to NCLT Chennai for reducing its capital from Rs 3.04 crore to Rs 26.82 lakh. This involved cancelling a substantial portion of equity shares and paying Rs 4.97 per share to its shareholder from available cash reserves.

FINANCIAL RESTRUCTURING

The scheme also earmarked a portion of the reduction amount to write off accumulated losses. The company placed on record that its financial restructuring aimed to present a more accurate balance sheet and improve its ability to raise funds in the future.

STATUTORY POSITION – SECTION 66

Section 66 expressly allows a company to reduce its share capital “in any manner”, including:

Cancelling capital lost or not represented by assets

Paying off excess paid-up capital to shareholders

This provision is not restricted only to profit-making companies.

NCLT FINDING

The Tribunal noted that the scheme was duly approved by shareholders through a special resolution. It also recorded that the company had no creditors and no pending investigations. Financial disclosures showed sufficient liquidity to undertake the payout without affecting operations.

NO BAR IN LAW

The Tribunal held that accumulated losses do not bar a company from paying shareholders during capital reduction. It observed, "there are no serious allegations as regards the bona fides of the proposed scheme. It has been settled that there is no bar in law, for a loss making company to pay off shareholders, while undergoing a reduction in the share capital of the company”

A LOSS-MAKING COMPANY CAN RETURN CAPITAL IF:

✔ It has surplus capital despite losses (e.g., over-capitalization)

✔ The reduction is bona fide and not a regulatory bypass

✔ Creditors are fully protected

✔ NCLT is satisfied on fairness and solvency

CREDITORS’ INTERESTS ARE PROTECTED

·      No compromise or prejudice to creditors

·      Tribunal ensures solvency post-reduction

NCLT FINAL VERDICT

After reviewing financial statements, including recent profitability trends and cash balances, the Bench held that the scheme was viable. It found no procedural irregularities or legal prohibitions.

Accordingly, the Tribunal approved the reduction and confirmed the revised capital structure.

# YOUR COMPLIANCE PARTNER R V SECKAR, FCS, LLB 79047 19295,

Comments

Add a comment…

No comments, yet.

Be the first to comment.

Whether uploading an incorrect Excel file in financial statements constitutes a revision under Section 131 of the Companies Act 2013?

 Whether uploading an incorrect Excel file in financial statements constitutes a revision under Section 131 of the Companies Act 2013?

WRONG EXCEL UPLOADED IS AN ADMINISTRATIVE, NOT SUBSTANTIVE REVISION UNDER SECTION 131 COMPANIES ACT: NCLT DELHI

NCLT vs P & R INFRA PROJECTS LIMITED

P & R INFRA PROJECTS FILED GNL‑2 WITH THE ROC SEEKING CANCELLATION OF THE EARLIER FILING OF AOC-4  AND, WHEN NO ACTION FOLLOWED, APPROACHED THE NCLT UNDER SECTION 131 FOR PERMISSION TO REVISE THE FINANCIAL  STATEMENTS.

KEY ISSUE:

Whether uploading an incorrect Excel file in financial statements constitutes a revision under Section 131 of the Companies Act 2013?

FACTS OF THE CASE

P & R Infraprojects, a public limited company engaged in real estate development, had filed its audited financial statements for FY 2021‑22 with the Registrar of Companies (RoC), Delhi, on 19 December 2022.

INCORRECT EXCEL FILE

Subsequently, the company discovered that an incorrect Excel file had been converted into XBRL format and uploaded with the AOC‑4 e‑form instead of the audited statements approved by shareholders at the AGM.

FORM GNL‑2

The error caused discrepancies in key figures, including reserves, borrowings, liabilities, turnover, expenses, and profit. The company filed Form GNL‑2 with the RoC seeking cancellation of the earlier filing and, when no action followed, approached the NCLT under Section 131 for permission to revise the statements.

“FAIR AND TRUE VIEW”

The company argued the mistake prevented its financial statements from presenting a “fair and true view” as required under Section 129 and asserted that the error was bona fide.

THE REGIONAL DIRECTOR

The Regional Director acknowledged the discrepancies and suggested the NCLT could approve the petition if the company provided a certificate from its statutory auditor. The company subsequently filed the auditor's certificate confirming the correct figures.

SECTION 131 ALLOWS VOLUNTARY REVISION OF FINANCIAL STATEMENTS

Section 131, which applies only to:

·      Errors in financial statements or Board’s report that are material in nature

·      Requiring Tribunal approval for revision

The Bench clarified that Section 131 allows voluntary revision of financial statements or board reports only when they do not comply with Sections 129 or 134, and only once per financial year. It emphasized that the provision is intended for substantive revisions, not for correcting clerical errors in electronic filings:

SECTION 131 CANNOT BE INVOKED

“The present case is not one where the company intends to revise its financial statements or report. It is a case of wrongly/inadvertently uploaded AOC‑4 XBRL. In fact, the company by mistake has uploaded a wrong Excel sheet and we are of the view that for correcting the same, Section 131 cannot be invoked.”

ROC FOR RECTIFICATION

Because the mistake was deemed an administrative issue rather than a statutory revision of the financial records, the NCLT concluded that invoking Section 131 was the wrong legal mechanism.

Accordingly, the NCLT directed the company to approach the RoC for rectification, noting the matter is administrative, and disposed of the petition.

# YOUR COMPLIANCE PARTNER R V SECKAR, FCS, LLB 79047 19295,