TAMIL NADU

GOVERNMENT GAZETTE

PUBLISHED BY AUTHORITY

No. 26]

CHENNAI, WEDNESDAY, JUNE 27, 2018

Aani 13, Vilambi, Thiruvalluvar Aandu – 2049

Part IV—Section 4

CENTRAL ACTS AND ORDINANCES

CONTENTS

[97]

26-IV-4-1

[Regd. No. TN/CCN/467/2012-14.

GOVERNMENT OF TAMIL NADU

[R. Dis. No. 197/2009.

2018

[Price: Rs. 40.00 Paise.

Pages.

ACTS:

No. 32 of 2017 - The National Capital Territory of Delhi Laws (Special Provisions) Second

(Amendment) Act, 2017

98-100

No. 33 of 2017 - The Indian Institutes of Management Act, 2017

101-120

No. 1 of 2018 - The Companies (Amendment) Act, 2017 ..

121-148

No. 2 of 2018 - The Repealing and Amending Act, 2017 ..

149-154

No. 3 of 2018 - The Indian Institute of Petroleum and Energy Act, 2017

155-168

No. 4 of 2018 - The Repealing and Amending (Second) Act, 2017 ..

169-176

No. 5 of 2018 - The Indian Forest (Amendment) Act, 2017

177-178

No. 6 of 2018 - The Appropriation (No.5) Act, 2017

179-182

No. 7 of 2018 - The National Bank for Agriculture and Rural Development (Amendment)

Act, 2018

183-186

No. 8 of 2018 - The Insolvency and Bankruptcy Code (Amendment) Act, 2018

.. ..

187-190

No. 9 of 2018 - The Goods and Services Tax (Compensation to States) Amendment

Act, 2017

191-192

No. 10 of 2018 - The High Court and Supreme Court Judges (Salaries and Conditions of Service)

Amendment Act, 2018 ..

193-195

No. 11 of 2018 - The Appropriation Act, 2018

196

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

MINISTRY OF LAW AND JUSTICE

(Legislative Department)

New Delhi, the 31st December 2017.

The following Act of Parliament received the assent of the President on the

31st December 2017 and is hereby re-published for general information:—

THE NATIONAL CAPITAL TERRITORY OF DELHI LAWS

(SPECIAL PROVISIONS) SECOND (AMENDMENT) ACT, 2017

Act No. 32 of 2017

(b) for ninth paragraph and tenth paragraph, the following paragraph shall be

substituted, namely:—

“AND WHEREAS more time is required for the regularisation of unauthorised

colonies, village abadi area and their extensions and special areas;”;

31st day of December, 2017”, the words, figures and letters “for a period up to the

31st day of December, 2020” shall be substituted.

4. In the principal Act, in section 1, in sub-section (4), in the opening portion, for the

words, figures and letters “It shall cease to have effect on the 31st day of December, 2017”,

the words, figures and letters “It shall cease to have effect on the 31st day of

December, 2020” shall be substituted.

5. In the principal Act, in section 3,—

(a) in sub-section (1),—

(i) the words “hawkers and urban street vendors,” shall be omitted;

(ii) clause (b) shall be omitted;

(b) in sub-section (3), for the words, figures and letters “till the 31st day of

December, 2017”, the words, figures and letters “till the 31st day of December, 2020”

shall be substituted;

31st day of December, 2017”, the words, figures and letters “at any time before the

31st day of December, 2020” shall be substituted.

Amendment of

section 1.

Amendment of

section 3.

An Act further to amend the National Capital Territory of Delhi Laws

(Special Provisions) Second Act, 2011.

BE it enacted by Parliament in the Sixty-eighth Year of the Republic of India as

follows:—

1. This Act may be called the National Capital Territory of Delhi Laws (Special

Provisions) Second (Amendment) Act, 2017.

2. In the National Capital Territory of Delhi Laws (Special Provisions) Second

Act, 2011 (hereinafter referred to as the principal Act), in the long title, for the words,

figures and letters “for a further period up to the 31st day of December, 2017”, the words,

figures and letters “for a further period up to the 31st day of December, 2020” shall be

substituted.

3. In the principal Act, in the Preamble,—

(a) fourth paragraph shall be omitted;

Short title.

Amendment of

long title.

Amendment of

Preamble.

20 of 2011.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

102

3. In this Act, unless the context otherwise requires,—

(a) ''Academic Council" means the Academic Council referred to in section 15;

(b) "Board", in relation to any Institute, means the Board of Governors referred

to in sub-section (1) of section 10;

Institutes appointed under clause (a) of sub-section (2) of section 10;

(d) "Coordination Forum" means the Coordination Forum established under

section 29;

(e) "corresponding Institute", in relation to an Institute mentioned in

column (3) of the Schedule, means an Institute as specified against the said Institute

in column (5);

(f) "Director", means the Director of the Institute appointed under

sub-section (2) of section 16;

(g) "existing Institute" means any Institute mentioned in column (3) of the

Schedule;

(h) "Institute" means any Institute mentioned in column (5) of the Schedule;

(i) "notification" means a notification published in the Official Gazette and the

expression "notify" with its cognate meanings and grammatical variation shall be

construed accordingly;

(j) "Ordinances" means Ordinances made by the Academic Council under this Act;

(k) "prescribed" means prescribed by rules made under this Act;

(l) "regulations" means regulations made by the Board;

(m) "Schedule" means the Schedule annexed to this Act;

(n) "society" means any of the societies registered under the Societies

Registration Act, 1860 or the Mysore Societies' Registration Act, 1960 or the Madhya

Pradesh Societies Registration Act, 1973 or the Tamil Nadu Societies Registration Act,

1975 or the Jammu and Kashmir Societies Registration Act, 1998 mentioned in

column (3) of the Schedule.

CHAPTER II

THE INSTITUTES

4. (1) On and from the commencement of this Act, every existing Institute shall be a

body corporate by the same name as mentioned in column (5) of the Schedule.

(2) Every Institute referred to in column (5) of the Schedule shall have perpetual

succession and a common seal, with power, subject to the provisions of this Act, to acquire,

hold and dispose of property, both movable and immovable, and to contract and shall, by

the said name, sue or be sued.

5. On and from the commencement of this Act,—

(a) any reference to an existing Institute in any contract or other instrument shall

be deemed as a reference to the corresponding Institute;

(b) all properties, movable and immovable, of or belonging to every existing

Institute shall vest in the corresponding Institute;

transferred to, and be the rights and liabilities of, the corresponding Institute;

Definitions.

21 of 1860.

17 of 1960.

44 of 1973.

27 of 1975.

VI of 1998.

Incorporation

of Institutes.

Effect of

incorporation

of Institutes.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

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(d) every person employed by every existing Institute immediately before such

commencement shall hold his office or service in the corresponding Institute, with the

same tenure, at the same remuneration and upon the same terms and conditions and

with the same rights and privileges as to pension, leave, gratuity, provident fund and

other matters as he would have held had this Act not been enacted and shall continue

to do so unless and until his employment is terminated or until such tenure,

remuneration and terms and conditions are duly altered by regulations:

Provided that if the alteration so made is not acceptable to such employee, his

employment may be terminated by the Institute in accordance with the terms of the contract

with the employee, or, if no provision is made therein in this behalf, on payment, to him by the

Institute, of a compensation equivalent to three months' remuneration in case of permanent

employee and one months' remuneration in the case of other employee:

Provided further that any reference, by whatever form of words, to the Director, and

other officers of an existing Institute under any law for the time being in force, or in any

instrument or other document, shall be construed as a reference to the Director, and other

officers of the corresponding Institutes;

(e) every person pursuing, before commencement of this Act, any academic or

research course in every existing Institute, shall be deemed to have migrated and

registered with the corresponding Institute, on such commencement at the same level

of course in the Institute from which such person migrated;

(f) all suits and other legal proceedings instituted or which could have been

instituted by or against an existing Institute, immediately before the commencement of

this Act, shall be continued or instituted by or against the corresponding Institute.

6. Each Institute shall have the following objects, namely:—

(a) to educate and support leaders who can contribute as professional managers,

entrepreneurs, and stewards of existing and emerging enterprises in the private, public,

and social sectors;

(b) to carry out research, publication, consultancy and advisory work to advance

new knowledge and innovation and to provide global leadership in management

theory and practice:

Provided that research so conducted shall also be directed towards such areas

of study which shall enhance inclusive, equitable and sustainable national development

goals as enshrined in the objects of the Act;

areas of knowledge as well as interdisciplinary studies;

(d) to sensitise management education to the vision of inclusive, equitable and

sustainable national development goals in order to contribute holistically to Society;

(e) to support and develop programmes promoting social and gender equity;

(f) to develop educational programmes and faculties that advance the cause of

education, teaching and learning, across disciplines;

(g) to set-up centres for management studies and allied areas;

(h) to support and collaborate with management institutions and other

educational institutions in India;

(i) to co-operate and collaborate with educational or management institutions

in other countries to extend the interests of management education and research.

7. Subject to the provisions of this Act, every Institute shall exercise the

following powers and perform the following functions, namely:—

(a) to carry out the administration and management of the Institutes;

(b) to provide by regulations for the admission of candidates to the various

courses of study in conformity with the laws for the time being in force;

Objects of

Institutes.

Powers and

functions of

Institute.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

104

and allied subjects and document, and disseminate knowledge thereof;

(d) to evolve innovative management education pedagogy aligned to dynamic

global management practices;

(e) to conduct examinations and to establish processes for evaluation and

performance assessment through a fair and transparent system;

(f) to grant degrees, diplomas and other academic distinctions or titles and to

institute and award fellowships, scholarships, prizes and medals, honorary awards

and other distinctions;

(g) to lower the cost of education and to enhance the reach of the education by

use of information and communication technology and other innovative methods;

(h) to establish and maintain such infrastructure as may be necessary;

(i) to determine, specify and receive payment of, fees and other charges as the

Institute may deem fit, from students and any other person, institution or body

corporate for instruction and other services, including training, consultancy and

advisory services, provided by the Institute;

(j) to acquire, hold and deal with the property belonging to or vested in the

Institute, with the approval of the Board, and in case of immovable property, under

prior intimation to the Central Government, for advancing the objects of the Institute

subject to the condition that such property is not obtained wholly or partly from the

State Government or the Central Government funds:

Provided that where the land for the Institute has been provided free of cost by a State

Government or the Central Government such land may be disposed of only with the prior

approval of the Central Government;

(k) to create academic, administrative, technical, ministerial and other posts

under the Institute other than the post of Director of the Institute and to make

appointments thereto;

(l) to appoint committees for the disposal of any business of the Institute or for

tendering advice in any matter pertaining to the Institute;

(m) to receive grants, gifts and contributions and to have custody of the funds

including internally generated funds of the Institute to meet the expenses, including

capital expenditure of the Institute including expenses incurred in the exercise of its

powers and discharge of its functions;

(n) to create partnership, affiliation and other classes of professional or honorary

or technical membership or office as the Institute may consider necessary;

(o) to perform such other functions as may be necessary for carrying out the

objects of the Institutes;

(p) to do all such things and activities, incidental to the attainment of all or any

of the objects of the Institute.

8. (1) Every Institute shall be open to all persons irrespective of sex, race, creed, caste

or class, and no test or condition shall be imposed as to religious belief or profession in

admitting or appointing members, students, teachers or workers or in any other connection

whatsoever.

(2) No bequest, donation or transfer of any property shall be accepted by any Institute

which in the opinion of the Board involves conditions or obligations opposed to the spirit

and object of this section.

Institutes to

be open to all

irrespective

of sex, race,

creed, caste or

class.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

105

(3) The admission to every academic course or programme of study in each Institute

shall be based on merit assessed through transparent and reasonable criteria disclosed through

its prospectus, prior to the commencement of the process of admission by such Institute:

Provided that nothing in this section shall be deemed to prevent the Institute from

making special provisions for the employment or admission of women, persons with disabilities

or for persons belonging to any socially and educationally backward classes of citizens and,

in particular, for the Scheduled Castes and the Scheduled Tribes:

Provided further that every such Institute shall be a Central Educational Institution for

the purposes of the Central Educational Institutions (Reservation in Admission) Act, 2006.

9. (1) Every Institute shall be a not-for-profit legal entity and no part of the surplus, if

any, in revenue of such Institute, after meeting all expenditure in regard to its operations

under this Act, shall be invested for any purpose other than for the growth and development

of such Institute or for conducting research therein.

(2) Every Institute shall strive to raise funds for self-sufficiency and sustainability.

CHAPTER III

THE AUTHORITIES OF INSTITUTES

10. (1) The Board of Governors of each Institute shall be the principal executive body

of that Institute.

(2) The Board of each Institute shall consist of the following members, namely:—

(a) a Chairperson, from amongst eminent persons distinguished in the field of

industry or education or science or technology or management or public administration

or such other field, to be appointed by the Board;

(b) one nominee of the Central Government having charge of the management

education or his representative;

nominees, within whose territorial jurisdiction the Institute is located;

(d) four eminent persons, of which at least one shall be a woman, distinguished

in the field of education, industry, commerce, social service or public administration, to

be nominated by the Board, having such experience and in such manner as may be

specified by regulations;

(e) two members from the faculty of respective Institutes to be nominated by the

Chairperson, in the manner to be laid down by the Board by regulations;

(f) one person from the Scheduled Castes or Scheduled Tribes to be nominated

by the Board from amongst the members referred to in clauses (d), (e) and (g);

(g) up to five persons to be co-opted by the Board from the alumni or the

members of society of the existing Institute who have distinguished themselves in the

field of management:

Provided that out of such five persons, not more than one member shall be from the

Society;

(h) three women members to be nominated by the Board from amongst the

members referred to in clauses (d), (e) and (g);

(i) Director of the Institute, ex officio member.

(3) The Board may nominate a person to fill up any temporary vacancy, of a member

referred to in clauses (d) and (g) of sub-section (2), for a period which may extend to three months.

(4) The Board shall designate an officer of the Institute to act as Secretary of the

Board.

Institute to be

not-for-profit

legal entity.

5 of 2007.

Board of

Governors.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

106

(5) The Chairperson shall have the power to invite any number of experts, not being

members of the Board, to attend meetings of the Board, but such invitees shall not be entitled

to vote at the meeting.

11. (1) Subject to the provisions of this Act, the Board of every Institute shall be

responsible for the general superintendence, direction and control of the affairs of the

Institute and shall have the power to frame or amend or modify or rescind the regulations

governing the affairs of the Institute to achieve the objects of the Institute specified in

section 6.

(2) Without prejudice to the provisions of sub-section (1), the Board shall have the

following powers, namely:—

(a) to take decisions on questions of policy relating to the administration and

working of the Institute;

(b) to examine and approve the annual budget estimates of the Institute;

identify sources of finance for implementation of the plan;

(d) to establish departments, faculties or schools of studies and initiate

programmes or courses of study at the Institute;

(e) to set-up centres of management studies and allied areas within the country

under intimation to the Central Government;

(f) to grant degrees, diplomas and other academic distinctions or titles, and to

institute and award fellowships, scholarships, prizes and medals;

(g) to confer honorary degrees in such manner as may be specified by the

regulations;

(h) to grant honorary awards and other distinctions;

(i) to create academic, administrative, technical and other posts and to make

appointments thereto:

Provided that the cadre, the pay scales, allowances and term of employment of such

posts shall be such as may be determined by the Central Government;

(j) to determine, by regulations, the number and emoluments of such posts and

to define the duties and conditions of services of the academic, administrative,

technical and other staff;

(k) to set-up centres of management studies and allied areas outside India in

accordance with guidelines laid down by the Central Government from time to time

and in accordance with the provisions of the laws for the time being in force in such

foreign country;

(l) to pay, variable pay to the Director of the Institute on the basis of

performance objectives as may be specified by the regulations;

(m) to specify by regulations, the fees to be charged for courses of study and

examinations in the Institute;

(n) to specify by regulations the manner of formation of department of teaching;

(o) to specify by regulations the institution of fellowships, scholarships,

exhibitions, medals and prizes;

(p) to specify by regulations the qualifications, classification, terms of office

and method of appointment of the academic, administrative, technical and other staff

of the Institute;

(q) to specify by regulations the constitution of pension, insurance and provident

funds for the benefit of the academic, administrative, technical and other staff;

Powers and

functions of

Board.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

107

(r) to specify by regulations, the establishment and maintenance of buildings;

(s) to specify by regulations, the conditions of residence of students of the

Institute and levying of fees for residence in the halls and hostels and of other charges;

(t) to specify by regulations, the manner of authentication of the orders and

decisions of the Board;

(u) to specify by regulations, the quorum for meetings of the Board, the

Academic Council or any Committee, and the procedures to be followed in the conduct

of their business;

(v) to specify by regulations, the financial accountability of the Institute; and

(w) to exercise such other powers and perform such other duties as may be

conferred or imposed upon it by this Act or the rules made thereunder.

(3) Subject to the provisions of this Act, the Board may by regulations, delegate such

powers and functions of the Board to the Director as it may deem fit.

(4) The Board shall conduct an annual review of the performance of the Director, in the

context of the achievements of objects of the Institute:

Provided that such review shall include performance reviews of faculty members of the

Institute on such parameters, periodicity and terms of reference as may be determined by the Board.

(5) The Board shall, through an independent agency or group of experts, within a

period of three years from the date of incorporation of the Institute, and thereafter at least

once every three years, evaluate and review the performance of the Institutes, including its

faculty, on the parameters of long term strategy and rolling plans of the Institutes and such

other parameters as the Board may decide and the report of such review shall be placed in

public domain.

(6) The qualifications, experience and the manner of selection of the independent

agency or group of experts, referred to in sub-section (5), shall be such as may be specified

by regulations.

(7) The report of the evaluation and review under sub-section (5) shall be submitted

by the Board to the Central Government along with an action taken report thereon.

(8) Where in the opinion of the Chairperson or the Director the situation is so emergent

that an immediate decision need to be taken in the interest of the Institute, the Chairperson,

in consultation with the Director may issue such orders as may be necessary, recording the

grounds for his opinion:

Provided that such orders shall be submitted for ratification by the Board in the next

meeting.

(9) The Board shall in the exercise of its power and discharge of its functions under

this Act, be accountable to the Central Government.

12. (1) Save as otherwise provided in this section, the term of office of the Chairperson

or any other member of the Board, other than an ex officio member, shall be four years from

the date of his appointment or nomination:

Provided that the term of office of a member nominated under clause (e) of

sub-section (2) of section 11 shall be two years from the date of his nomination:

Provided further that the Chairperson, or any other member of the Board, other than an

ex officio member, may be appointed or nominated for a second term:

Provided also that the Chairperson or any other member of the Board, other than an

ex officio member, shall not be appointed or nominated for more than two consecutive terms.

(2) The term of office of an ex officio member shall continue so long as he holds the

office by virtue of which he is a member of the Board.

Term of

office of,

vacancies

among, and

allowances

payable to

members of

Board.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

108

(3) A member of the Board, other than a nominee of the Central Government or the State

Government, who fails to attend three consecutive meetings of the Board without permission

of the Chairperson, shall cease to be a member of the Board.

(4) A casual vacancy of a member shall be filled up in accordance with the provisions

of section 10.

(5) The term of office of a member nominated to fill a casual vacancy shall continue

for the remainder of the term of the member in whose place he has been so nominated.

(6) Members of the Board shall be entitled to such allowances, as may be specified

in the regulations, for attending meetings of the Board.

(7) The Board shall meet at least once in every three months.

13. The Chairperson may, by notice in writing under his hand addressed to the Board,

resign from his office.

14. (1) The Academic Council shall be the principal academic body of every Institute,

consisting of the following persons, namely:—

(a) Director of the Institute, who shall be the Chairperson of the Academic

Council;

(b) Deans in charge of academics, research, student affairs and such other

functions of the Institute;

or Centres or Departments, of the Institute;

(d) all full time Faculty at the level of Professors and such number of other full

time Faculty of the Institute as may be determined by the Board;

(e) such members, by invitation of the Board on the recommendation of the

Director, who are eminent in the fields of industry, finance, management, public

administration and academics.

(2) The term of office of an ex officio member shall continue so long as he holds the

office by virtue of which he is a member.

(3) The term of office of a member nominated under clause (d) of sub-section (1) shall

be two years from the date of his nomination.

15. (1) The Academic Council shall perform the following functions, namely:—

(a) to specify the criteria and process for admission to courses or programmes of

study offered by the Institute;

(b) to specify the academic content of programmes and courses of study and

undertake modifications therein;

recommend grant of degrees, diplomas and other academic distinctions or titles.

(2) The Academic Council shall exercise such other powers and perform such other

functions as may be conferred upon it, by this Act or the regulations or by the Board.

16. (1) The Director shall be the Chief Executive Officer of the Institute and shall

provide leadership to the Institute and be responsible for implementation of the decisions of

the Board.

(2) The Director shall be appointed by the Board, on such terms and conditions of

service as may be prescribed.

(3) The Director shall be appointed out of the panel of names recommended by a

search-cum-selection committee to be constituted by the Board, consisting of:—

Resignation of

Chairperson.

Academic

Council.

Power and

functions of

Academic

Council.

Director.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

109

(a) the Chairperson of the Board, who shall be the Chairperson of the search-

cum-selection committee;

(b) three members chosen from amongst eminent administrators, industrialists,

educationists, scientists, technocrats and management specialists:

Provided that where the Board is not satisfied with the recommendations of the

search-cum-selection committee, it may ask the search-cum-selection committee to

make fresh recommendations.

(4) The Director shall exercise the powers and perform the duties as may be assigned

to him under this Act or the regulations or as may be delegated to him by the Board:

Provided that the Board may lay down the criteria to be followed by the Director while

exercising powers and performing his duties, which shall be evaluated by the Board annually,

and if the Board is of the opinion that such criteria has not been followed, then, the Board

may, after giving an opportunity of being heard to the Director, initiate action for removal of

such Director under sub-section (7).

(5) The Director shall, except on account of resignation or removal, hold office for a

term of five years, from the date on which he enters upon his office.

(6) The Director may, by notice in writing under his hand addressed to the Board,

through the Chairperson, resign his office at any time.

(7) The Board may remove from office the Director, who—

(a) has been adjudged as an insolvent; or

(b) has been convicted of an offence which, in the opinion of the Board, involves

moral turpitude; or

(d) has acquired such financial or other interest as is likely to affect prejudicially

his functions as a Director; or

(e) has so abused his position or so conducted himself as to render his

continuance in office prejudicial to the public interest:

Provided that the Director shall not be removed from office except by an order made by

the Board, after an enquiry instituted by it in which the Director has been informed of the

charges against him and given a reasonable opportunity of being heard in respect of those

charges.

(8) Where the post of Director is likely to fall vacant on account of completion of

tenure, the Board shall initiate the process of appointment nine months prior to the occurrence

of such vacancy.

(9) Where the post of Director falls vacant on account of any reason, the Board may

appoint the senior-most faculty in the institution as the Director in charge till a regular

Director is appointed:

Provided that if the senior-most faculty is not willing to hold the post of Director in

charge, then the next senior-most willing faculty may be appointed as Director in charge.

17. (1) The Board may initiate an inquiry as deemed proper against the Institute which

has not been functioning in accordance with the provisions and the objectives of the Act:

Provided that such an inquiry shall be conducted by a retired High Court Judge.

(2) The Board may, based on the findings of such an inquiry, remove the Director or

take any other action deemed fit, and the Insitute shall be bound to comply with such

directions within reasonable time.

Initiation of

inquiry.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

110

18. The Board may designate any officer or officers of the Institute as the custodian of

records, common seal, funds of the Institute and any other property of the Institute.

19. The members of the societies referred to at serial numbers 2 and 3 under

column (3) of the Schedule, may be engaged by the respective Boards of corresponding

Institutes, for advisory assistance to it, by passing a resolution in that behalf.

20. (1) The Board may, constitute such committees and other authorities of the Institute

and specify the duties and functions of each such committees and authorities by regulations.

(2) The Board may constitute such ad hoc committees as it may deem fit, for proper

management of affairs of the Institute.

CHAPTER IV

ACCOUNTS AND AUDIT

21. For the purpose of enabling the Institutes to discharge their functions efficiently

under this Act, the Central Government may, after due appropriation made by Parliament by

law in this behalf, pay to every Institute such sums of money in such manner as it may think

fit.

22. (1) Every Institute shall maintain a Fund to which shall be credited—

(a) all moneys provided by the Central Government;

(b) all fees and other charges received by the Institute;

benefactions, bequests or transfers;

(d) all moneys received by the Institute from utilisation of intellectual property

arising from research conducted or rendering advisory or consultancy services

by it; and

(e) all moneys received by the Institute in any other manner or from any other

source.

(2) All moneys credited to the Fund of every Institute shall be deposited in such banks

or invested in such manner as may be laid down by the Board by regulations.

(3) Each Institute shall create a corpus fund for long term sustainability of the Institute,

to which shall be credited such per cent. of the net income of the Institute and donations

made specifically towards such corpus fund as the Central Government may in accordance

with the provisions of the Income tax Act, 1961, notify:

Provided that the Board may also create endowment funds for specific purposes to

which donations may be specifically made.

(4) The fund of any Institute shall be applied in such manner and for such purposes as

may be specified by the regulations.

23. (1) Every Institute shall maintain proper accounts including income and expenditure

statements, internal audit report and statement audited by internal auditor specifying

investments and other relevant records and prepare annual statement of accounts including

the balance sheet in such form and as per such accounting standard as may be specified by

notification by the Central Government in consultation with the Comptroller and Auditor-

General of India.

(2) Where the statement of income and expenditure and the balance sheet of the

Institute do not comply with the accounting standards, the Institute shall disclose in its

statement of income and expenditure and balance sheet, the following, namely:—

(a) the deviation from the accounting standards;

(b) the reasons for such deviation; and

Grants by

Central

Government.

Fund of

Institute.

Accounts and

audit.

43 of 1961.

Committees

and other

authorities.

Role of

members of

Society.

Custodian of

records, etc.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

111

(3) The accounts of every Institute shall be audited by the Comptroller and Auditor-

General of India and any expenditure incurred by audit team in connection with such audit

shall be payable by the Institute to the Comptroller and Auditor-General of India.

(4) The Comptroller and Auditor-General of India and any person appointed by him in

connection with the audit of the accounts of the Institute shall have the same rights, privileges

and authority in connection with such audit as the Comptroller and Auditor-General of India

has in connection with the audit of the Government accounts and, in particular, shall have

the right to demand the production of books, accounts, connected vouchers and other

documents and papers and to inspect the offices of the Institute.

(5) The accounts of every Institute as certified by the Comptroller and Auditor-General

of India or any other person appointed by him in this behalf together with the audit report

thereon shall be forwarded annually to the Central Government and that Government shall

cause the same to be laid before each House of Parliament in accordance with such procedure

as may be laid down by the Central Government.

24. Every Institute shall keep proper updated books of account with respect to—

(a) all sums of money received and expended by it and the matters in respect of

which receipt and expenditure takes place;

(b) the assets and liabilities of the Institute;

(c ) the properties, movable and immovable of the Institute.

Explanation.—For the purposes of this section, if books of account give a true and

fair view of the state of affairs of the Institute and its transactions, it shall be deemed as

proper books of account with respect to the matters specified therein.

25. (1) The Board of every Institute shall, prior to the end of every financial year, and

without prejudice to the provisions contained in the Comptroller and Auditor-General's

(Duties, Powers and Conditions of Service) Act, 1971 or any other law for the time being in

force containing provisions for audit of accounts by the Institutes, appoint such auditors

including the internal auditor, on such remuneration as it thinks appropriate, to scrutinise the

balance sheet and the statement of income and expenditure of such Institute:

Provided that the Board shall change the auditors after every four years.

(2) The Board of every Institute shall constitute an Audit Committee to provide an

expert advice on effectiveness of internal control system, risk management and audit report

to the Board.

(3) The auditor appointed under sub-section (1) or any person employed by him shall

not have any direct or indirect interest, whether pecuniary or otherwise, in any matter

concerning or related to the administration or functions of the Institute.

26. (1) There shall be attached to every statement of accounts laid before the Board of

each Institute under section 27, a report, by its Director, with respect to—

(a) the state of affairs of such Institute;

(b) the amounts, if any, which it proposes to carry to any surplus reserves in its

balance sheet;

over expenditure or any shortfall of expenditure over income has been indicated in the

auditor's report and the reasons for such understatement or overstatement;

(d) the productivity of research projects undertaken by the Institute measured in

accordance with such norms as may be specified by the Board;

(e) appointments of the officers and faculty members of the Institute;

(f) performance indicators and internal standards set by the Institute, including

the nature of innovations in teaching, research and application of knowledge.

Books of

account to be

maintained

by Institute.

56 of 1971.

Annual report

of Director.

Appointment

of auditors.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

112

(2) The report of the Director shall also include a statement showing the names of the five

officers including faculty members and other employees of the Institute who received the highest

remuneration (including allowances and other payments made to such employees) during the

financial year and the contributions made by such employee during the financial year.

(3) The statement referred to in sub-section (2) shall indicate whether any such employee

is a relative of any member of the Board or Academic Council of the Institute and if so, the

name of such member; and such other particulars as may be determined by the Board.

(4) The Director shall also be bound to give the complete information and

explanations in the report referred to in sub-section (1) on every reservation, qualification

or adverse remark contained in the auditors' report.

27. (1) The statement of accounts, including the balance sheet and the statement of income

and expenditure, the auditor's report, the report of the Director and other documents required to be

annexed or attached with such statement, shall be brought before the Board of concerned Institute

in its meeting not later than three months, from the conclusion of the financial year.

(2) A copy of every statement of accounts referred to in sub-section (1) shall be sent

to every member of the Board not less than twenty-one days before the date of the meeting.

(3) The statement of accounts referred to in sub-section (1) shall on its approval by

the Board, be published on the website of the Institute.

28. (1) The annual report of every Institute shall be prepared under the directions of

the Board, which shall include, among other matters, steps taken by the Institute towards the

fulfilment of its objects and an outcome based assessment of the research being undertaken

in such Institute.

Explanation.—For the purposes of this sub-section, the expression "outcome based

assessment of research" shall mean an elaboration and analysis of the research conducted

and the qualitative and quantitative outcomes of such research along with its impact factor

and social outcomes.

(2) The annual report prepared under sub-section (1) shall be submitted to the Board

on or before such date as may be specified by the Board who shall consider the report in its

meeting.

(3) The annual report on its approval by the Board shall be published on the website

of the Institute.

(4) The annual report of each Institute shall be submitted to the Central Government

who shall, as soon as may be, cause the same to be laid before both Houses of Parliament.

CHAPTER V

COORDINATION FORUM

29. (1) With effect from such date as the Central Government may, by notification,

specify in this behalf, there shall be established a Coordination Forum for all the Institutes.

(2) The Coordination Forum shall consist of the following members, namely:—

(a) an eminent person to be seleted by a Search-cum-Selection Committee as

may be constituted by the Coordination Forum, as chairperson:

Provided that the Coordination Forum may select one of its members to act as

the chairperson till the chairperson is appointed;

(b) the Secretary to the Government of India, in charge of the Ministry or

Department of the Central Government having administrative control of management

education, member—ex officio;

which the Institutes are located, by rotation, each year, member—ex officio;

Board to

consider

statement of

accounts.

Annual report

of Institute.

Establishment

Coordination

Forum.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

113

(d) four Chairpersons of Institutes, to be nominated by the Chairperson of the

Coordination Forum, by rotation for two years;

(e) the Director of each Institute, member—ex officio;

(f) five persons of eminence, of which at least one shall be a woman, in academia

or public service, to be selected by a sub-committee constituted by the Coordination

Forum.

(3) The term of office of a member referred to in clause (f) of sub-section (2) shall be

three years from the date of his nomination.

(4) The non-official members of the Coordination Forum shall be entitled to such

travelling and other allowances, as may be prescribed.

(5) The Director of the host Institute where the meeting of the Coordination Forum

takes place shall be the Member Secretary of the Coordination Forum and shall continue to

be the Member-Secratary till a new host Institute is selected.

30. (1) The Coordination Forum shall facilitate the sharing of experiences, ideas and

concerns with a view to enhancing the performance of all Institutes.

(2) Without prejudice to the provisions of sub-section (1), the Coordination Forum

shall perform the following functions, namely:—

(a) recommend to the Central Government, the institution of scholarships

including for research and for the benefit of students belonging to the Scheduled

Castes, the Scheduled Tribes and other socially and educationally backward classes

of citizens;

(b) deliberate on such matters of common interest to Institutes as may be referred

to it by any Institute;

Institutes;

(d) review the achievement of policy objectives; and

(e) perform such other functions as may be referred to it by the Central

Government.

(3) The Coordination Forum may constitute such committees as it may consider

necessary for carrying out its functions under this section.

(4) The Chairperson of the Coordination Forum shall ordinarily preside at the meetings

of the Coordination Forum and in his absence, any other member chosen by the members

present amongst themselves at the meeting, shall preside at the meeting.

(5) The Coordination Forum shall submit a report on its functions under sub-section (2)

to the Central Government.

(6) The Coordination Forum shall meet at least once in a calendar year.

(7) At each meeting of the Coordination Forum, the host institute, which would host

the next meeting, shall be selected:

Provided that no Institute shall host the meeting for more than two consecutive years.

CHAPTER VI

MISCELLANEOUS

31. No act of any Institute or the Board or the Academic Council or any other body

set-up under this Act or the regulations, shall be invalid merely by reason of—

(a) any vacancy or defect in the constitution thereof; or

(b) any irregularity in its procedure not affecting the merits of the case; or

a member thereof.

Functions of

Coordination

Forum.

Acts and

proceedings

not to be

invalidated by

vacancies,

etc.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

114

32. Every Institute shall furnish to the Central Government such returns or other

information with respect to its policies or activities as the Central Government may, for the

purpose of reporting to the Parliament or for the making of policy, from time to time,

require.

33. (1) The provisions of the Right to Information Act, 2005 shall apply to each Institute,

including Institutes established in public-private partnership, as if it were a public authority

established by notification issued or order made under clause (h) of section 2 of the Right to

Information Act, 2005.

(2) A copy of every notification proposed to be issued or order to be made under the Act

referred to in sub-section (1), shall be laid in draft before each House of Parliament, while it is in

session, for a total period of thirty days which may be comprised in one session or in two or

more successive sessions, and if, before the expiry of the session immediately following the

session or the successive sessions aforesaid, both Houses agree in disapproving the issue of

the notification or order or both Houses agree in making any modification in the notification or

order, the notification or order shall not be issued or made, as the case may be, shall be issued

or made only in such modified form as may be agreed upon by both the Houses.

34. (1) The Central Government may, by notification, make rules, for carrying out the

provisions of this Act.

(2) In particular, and without prejudice to the generality of the foregoing power, such

rules may provide for all or any of the following matters, namely:—

(a) such other powers and duties of the Board under clause (w) of sub-section (2)

of section 11;

(b) the term and conditions of service of the Director under sub-section (2) of

section 16;

Forum for attending its meetings or its Committees under sub-section (4) of section 29;

(d) any other matter which is to be or may be, prescribed or in respect of which

provision is to be made by the Central Government by rules.

35. (1) The Board may, by notification, make regulations not inconsistent with this Act

and the rules made thereunder to carry out the provisions of this Act.

(2) In particular and without prejudice to the generality of the foregoing power, such

regulations may provide for all or any of the following matters, namely:—

(a) tenure, remuneration and terms and conditions of employees of existing

Institute under clause (d) of section 5;

(b) admission of candidates to the various courses of study under clause (b) of

section 7;

under clause (e) of sub-section (2) of section 10;

(d) the conferment of honorary degrees under clause (g) of sub-section (2) of

section 11;

(e) the number of posts, emoluments and the duties and conditions of service of

the academic, administrative, technical and other staff under clause (j) of sub-section (2)

of section 11;

(f) determine performance objectives on the basis of which variable pay may be

paid to the Director under clause (i) of sub-section (2) of section 11;

(g) to specify by regulations, the fees to be charged for course of study and

examinations in the Institute under clause (m) of sub-section (2) of section 11;

Returns and

information

to be provided

to Central

Government.

Institute to be

public

authority

under Right to

Information

Act.

Power of

Central

Government

to make rules.

Power to

make

regulations.

22 of 2005.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

115

(h) the manner of formation of Departments of teaching under clause (n) of

sub-section (2) of section 11;

(i) the institution of fellowships, scholarships, exhibitions, medals and prizes

under clause (o) of sub-section (2) of section 11;

(j) the qualifications, classification, terms of office and method of appointment

of the academic, administrative, technical and other staff of the Institute under

clause (p) of sub-section (2) of section 11;

(k) the constitution of pension, insurance and provident funds for the benefit of the

academic, administrative, technical and other staff under clause (q ) of sub-section (2) of

section 11;

(l) the establishment and maintenance of buildings under clause (r) of

sub-section (2) of section 11;

(m) the conditions of residence of students of the Institute and levying of fees

for residence in the halls and hostels and of other charges under clause (s) of

sub-section (2) of section 11;

(n) the manner of authentication of the orders and decisions of the Board under

clause (t) of sub-section (2) of section 11;

(o) the meetings of the Board, the Academic Council or any Committee, the

quorum at such meetings and the procedure to be followed in the conduct of their

business under clause (u) of sub-section (2) of section 11;

(p) the financial accountability of the Institute under clause (v) of sub-section (2)

of section 11;

(q) delegate such powers and functions of the Board to the Director under

sub-section (3) of section 11;

(r) the qualifications, experience and the manner of selection of the independent

agency or group of experts under sub-section (5) of section 11;

(s) allowances of the members of the Board for attending meetings under

sub-section (6) of section 12;

(t) such other powers and functions of the Academic Council under sub-section (2)

of section 15;

(u) the powers and duties of the Director under sub-section (4) of section 16;

(v) constitution of such committees and other authorities of the Institute and

their duties and functions under sub-section (1) of section 20;

(w) the manner of depositing or investing the moneys credited to the Fund of

every Institute under sub-section (2) of section 21;

(x) the manner of application of the Fund of the Institute under sub-section (4)

of section 21; and

(y) any other matter which is to be or may be, specified by regulations.

36. (1) Save as otherwise provided in this section, Ordinance shall be made by the

Academic Council.

(2) Subject to the provisions of this Act and the rules and regulations made thereunder,

the Ordinances of every Institute may provide for all or any of the following matters, namely:—

(a) the admission of students to the Institute;

Ordinances

how made.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

116

(b) the courses of study to be laid down for all degrees and diplomas of the

Institute;

diploma courses and to the examinations of the Institute, and shall be eligible for

degrees and diplomas;

(d) the conditions of award of the fellowships, scholarships, exhibitions, medals

and prizes;

(e) the conditions and model of appointment and duties of examining bodies,

examiners and moderators;

(f) the conduct of examinations;

(g) the maintenance of discipline among the students of the Institute; and

(h) any other matter which is to be or may be provided for by the Ordinances.

(3) All Ordinances made by the Academic Council shall have effect from such date as

it may direct, but every Ordinance so made shall be submitted, as soon as may be, to the

Board and shall be considered by the Board at its next meeting.

(4) The Board shall have power by resolution to modify or cancel any such Ordinance

and such Ordinance shall from the date of such resolution stand modified accordingly or

cancelled, as the case may be.

37. Every rule made by the Central Government and the first regulation made by the

Board under this Act shall be laid, as soon as may be after it is made, before each House of

Parliament, while it is in session, for a total period of thirty days which may be comprised in

one session or in two or more successive sessions, and if, before the expiry of the session

immediately following the session or the successive sessions aforesaid, both Houses agree

in making any modification in the rule or regulation or both Houses agree that the rule or

regulation shall not be made, the rule or regulation shall thereafter have effect only in such

modified form or be of no effect, as the case may be; so, however, that any such modification

or annulment shall be without prejudice to the validity of anything previously done under

that rule or regulation.

38. (1) If any difficulty arises in giving effect to the provisions of this Act, the Central

Government may, by order published in the Official Gazette, make such provisions not

inconsistent with the provisions of this Act, as may appear to it to be necessary or expedient

for removing the difficulty:

Provided that no such order shall be made under this section after the expiry of the

period of three years from the date of commencement of this Act.

(2) Every order made under this section shall, as soon as may be after it is made, be laid

before each House of Parliament.

39. (1) Notwithstanding anything contained in this Act:—

(a) the Board of every Institute functioning as such immediately before the

commencement of this Act shall continue to so function until a new Board is constituted

for that Institute under this Act, but on the constitution of a new Board under this Act,

the members of the Board holding office before such constitution shall cease to hold

office;

(b) every Academic Council or Faculty Council, as the case may be, constituted

in relation to every Institute before the commencement of this Act shall be deemed to

be the Academic Council constituted under this Act until an Academic Council is

constituted under this Act for that Institute, but on the constitution of the new Academic

Council under this Act, the members of the Academic Council or Faculty Council, as

the case may be, holding office before such constitution shall cease to hold office;

Rules and

regulations to

be laid before

Parliament.

Power to

remove

difficulties.

Transitional

provisions.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

118

THE SCHEDULE

[See section 4(1)]

Sl.

Name of

Name of the existing Institute

Location

Name of Institute

No. the State

incorporated under

this Act

(1)

(2)

( 3 )

(4)

(5)

West Bengal

Indian Institute of Management

Kolkata

Indian Institute of

Calcutta, a Society registered under

Management, Calcutta.

the Societies Registration Act, 1860

(21 of 1860).

Gujarat

Indian Institute of Management

Ahmedabad

Indian Institute of

Ahmedabad, a Society registered

Management,

under the Societies Registration

Ahmedabad.

Act, 1860 (21 of 1860).

Karnataka

Indian Institute of Management

Bengaluru

Indian Institute of

Bangalore, a Society registered

Management, Bangalore.

under the Mysore Societies'

Registration Act, 1960

(17 of 1960).

Uttar Pradesh

Indian Institute of Management

Lucknow

Indian Institute of

Lucknow, a Society registered under

Management, Lucknow.

the Societies Registration Act, 1860

(21 of 1860).

Madhya Pradesh

Indian Institute of Management

Indore

Indian Institute of

Indore, a Society registered under

Management, Indore.

the Madhya Pradesh Societies

Registration Act, 1973

(44 of 1973).

Kerala

Indian Institute of Management

Kozhikode

Indian Institute of

Kozhikode, a Society registered under

Management,

the Societies Registration Act, 1860

Kozhikode.

(21 of 1860).

Meghalaya

Rajiv Gandhi Indian Institute of

Shillong

Indian Institute of

Management Shillong, a Society

Management, Shillong.

registered under the Societies

Registration Act, 1860 (21 of 1860).

Haryana

Indian Institute of Management

Rohtak

Indian Institute of

Rohtak, a Society registered under

Management, Rohtak.

the Societies Registration Act, 1860

(21 of 1860).

Jharkhand

Indian Institute of Management

Ranchi

Indian Institute of

Ranchi, a Society registered under

Management, Ranchi.

the Societies Registration Act, 1860

(21 of 1860).

10.

Chhattisgarh

Indian Institute of Management

Raipur

Indian Institute of

Raipur, a Society registered under

Management, Raipur.

the Societies Registration Act, 1860

(21 of 1860).

11.

Tamil Nadu

Indian Institute of Management

Tiruchirappalli Indian Institute of

Tiruchirappalli, a Society registered

Management,

under the Tamil Nadu Societies Registration

Tiruchirappalli.

Act, 1975.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

119

12.

Uttarakhand

Indian Institute of Management

Kashipur

Indian Institute of

Kashipur, a Society registered under

Management, Kashipur.

the Societies Registration Act, 1860

(21 of 1860).

13.

Rajasthan

Indian Institute of Management

Udaipur

Indian Institute of

Udaipur, a Society registered under

Management, Udaipur.

the Societies Registration Act, 1860

(21 of 1860).

14.

Punjab

Indian Institute of Mangement

Amritsar

Indian Institute of

Amritsar, a Society resigtered under the

Management,

Societies Registration Act, 1860

Amritsar.

(21 of 1860).

15.

Himachal

Indian Institute of Management Sirmaur,

Sirmaur

Indian Institute of

Pradesh

a Society registered under the Societies

Management,

H.P.

Registration Act, 1860 (21 of 1860).

Sirmaur.

16.

Odisha

Indian Institute of Management

Sambalpur

Indian Institute of

Sambalpur, a Society registered under

Management,

the Societies Registration Act, 1860

Sambalpur.

(21 of 1860).

17.

Andhra

Indian Institute of Management

Visakhapatnam

Indian Institute of

Pradesh

Visakhapatnam, a Society registered

Management,

under the Societies Registration Act,

Visakhapatnam.

1860 (21 of 1860).

18.

Maharashtra

Indian Institute of Management Nagpur,

Nagpur

Indian Institute of

a Society Registered under the Societies

Management,

Registration Act, 1860 (21 of 1860).

Nagpur.

19.

Bihar

Indian Institute of Management Bodh-

Bodhgaya

Indian Institute of

Gaya, a Society registered under the

Management,

Societies Registration Act, 1860

Bodhgaya.

(21 of 1860).

20.

Jammu and

Indian Institute of Management Jammu,

Jammu

Indian Institute of

Kashmir

a Society registered under the Jammu and

Management, Jammu.

Kashmir Societies Registration Act, 1998

(VI of 1998.)

(1)

(2)

( 3 )

(4)

(5)

Dක. G. Nඉකඉඡඉඖඉ Rඉඒඝ,

Secretary to the Government of India.

(Re-published by Order of the Governor)

K. RAVIKUMAR,

Additional Secretary to Government,

Law Department.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

122

(ii) for clause (28), the following clause shall be substituted, namely:—

'(28) "Cost Accountant" means a cost accountant as defined in clause (b)

of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 and

who holds a valid certificate of practice under sub-section (1) of section 6 of that

Act;';

(iii) in clause (30), the following proviso shall be inserted, namely:—

"Provided that—

(a) the instruments referred to in Chapter III-D of the Reserve Bank

of India Act, 1934; and

(b) such other instrument, as may be prescribed by the Central

Government in consultation with the Reserve Bank of India, issued by a

company,

shall not be treated as debenture;";

(iv) in clause (41), in the first proviso, after the word "subsidiary", the words "or

associate company" shall be inserted;

(v) in clause (46), the following Explanation shall be inserted, namely:—

'Explanation.—For the purposes of this clause, the expression "company"

includes any body corporate;';

(vi) clause (49) shall be omitted;

(vii) in clause (51),—

(a) in sub-clause (iv), the word "and" shall be omitted;

(b) for sub-clause (v), the following sub-clauses shall be substituted,

namely:—

"(v) such other officer, not more than one level below the directors

who is in whole-time employment, designated as key managerial personnel

by the Board; and

(vi) such other officer as may be prescribed;";

(viii) in clause (57), for the words "and securities premium account", the words

", securities premium account and debit or credit balance of profit and loss account,"

shall be substituted;

(ix) in clause (71), in sub-clause (a), after the word "company;", the word "and"

shall be inserted;

(x) in clause (72), in the proviso, in clause (A), after the words “State Act”, the

words “other than this Act or the previous company law” shall be inserted;

(xi) in clause (76), for sub-clause (viii), the following sub-clause shall be

substituted, namely:—

"(viii) any body corporate which is—

(A) a holding, subsidiary or an associate company of such company;

(B) a subsidiary of a holding company to which it is also a subsidiary;

Explanation.—For the purpose of this clause, “the investing company or

the venturer of a company” means a body corporate whose investment in the

company would result in the company becoming an associate company of the

body corporate.

2 of 1934.

23 of 1959.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

123

(xii) in clause (85),—

(a) in sub-clause (i), for the words "five crore rupees", the words "ten

crore rupees" shall be substituted;

(b) in sub-clause (ii),—

(A) for the words "as per its last profit and loss account", the words

"as per profit and loss account for the immediately preceding financial

year" shall be substituted;

(B) for the words "twenty crore rupees", the words "one hundred

crore rupees" shall be substituted;

(xiii) in clause (87), in sub-clause (ii), for the words “total share capital”, the

words “total voting power” shall be substituted;

(xiv) for clause (91), the following clause shall be substituted, namely:—

'(91) "turnover" means the gross amount of revenue recognised in the

profit and loss account from the sale, supply, or distribution of goods or on

account of services rendered, or both, by a company during a financial year;'.

3. After section 3 of the principal Act, the following section shall be inserted,

namely:—

"3A. If at any time the number of members of a company is reduced, in the case

of a public company, below seven, in the case of a private company, below two, and the

company carries on business for more than six months while the number of members is

so reduced, every person who is a member of the company during the time that it so

carries on business after those six months and is cognisant of the fact that it is carrying

on business with less than seven members or two members, as the case may be, shall

be severally liable for the payment of the whole debts of the company contracted

during that time, and may be severally sued therefor.".

4. In section 4 of the principal Act, in sub-section (5), for clause (i), the following shall

be substituted, namely:—

"(i) Upon receipt of an application under sub-section (4), the Registrar may, on

the basis of information and documents furnished along with the application, reserve

the name for a period of twenty days from the date of approval or such other period as

may be prescribed:

Provided that in case of an application for reservation of name or for change of

its name by an existing company, the Registrar may reserve the name for a period of

sixty days from the date of approval.".

5. In section 7 of the principal Act, in sub-section (1), in item (c), for the words "an

affidavit", the words "a declaration" shall be substituted.

6. In section 12 of the principal Act,—

(i) in sub-section (1), for the words "on and from the fifteenth day of its

incorporation", the words "within thirty days of its incorporation" shall be substituted;

(ii) in sub-section (4), for the words "within fifteen days", the words "within

thirty days" shall be substituted.

7. In section 21 of the principal Act, for the words "an officer of the company", the

words "an officer or employee of the company" shall be substituted.

8. In section 26 of the principal Act, in sub-section (1),—

(i) after the words "signed and shall", the following shall be inserted, namely:—

"state such information and set out such reports on financial information as may

be specified by the Securities and Exchange Board in consultation with the

Central Government:

Insertion of

new section

3A.

Members

severally liable

in certain

cases.

Amendment

of section 4.

Amendment of

section 7.

Amendment of

section 12.

Amendment of

section 21.

Amendment of

section 26.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

124

Provided that until the Securities and Exchange Board specifies the

information and reports on financial information under this sub-section, the

regulations made by the Securities and Exchange Board under the Securities and

Exchange Board of India Act, 1992, in respect of such financial information or

reports on financial information shall apply.";

(ii) clauses (a), (b) and (d) shall be omitted.

9. In section 35 of the principal Act, in sub-section (2), after clause (b), the following

clause shall be inserted, namely:—

"(c) that, as regards every misleading statement purported to be made by an

expert or contained in what purports to be a copy of or an extract from a report or

valuation of an expert, it was a correct and fair representation of the statement, or a

correct copy of, or a correct and fair extract from, the report or valuation; and he had

reasonable ground to believe and did up to the time of the issue of the prospectus

believe, that the person making the statement was competent to make it and that the

said person had given the consent required by sub-section (5) of section 26 to the

issue of the prospectus and had not withdrawn that consent before delivery of a copy

of the prospectus for registration or, to the defendant's knowledge, before allotment

thereunder.".

10. For section 42 of the principal Act, the following section shall be substituted,

namely:—

'42. (1) A company may, subject to the provisions of this section, make a private

placement of securities.

(2) A private placement shall be made only to a select group of persons who

have been identified by the Board (herein referred to as "identified persons"), whose

number shall not exceed fifty or such higher number as may be prescribed [excluding

the qualified institutional buyers and employees of the company being offered securities

under a scheme of employees stock option in terms of provisions of clause (b) of

sub-section (1) of section 62], in a financial year subject to such conditions as may be

prescribed.

(3) A company making private placement shall issue private placement offer

and application in such form and manner as may be prescribed to identified persons,

whose names and addresses are recorded by the company in such manner as may be

prescribed:

Provided that the private placement offer and application shall not carry any

right of renunciation.

Explanation I.—"private placement" means any offer or invitation to subscribe

or issue of securities to a select group of persons by a company (other than by way of

public offer) through private placement offer-cum-application, which satisfies the

conditions specified in this section.

Explanation II.—"qualified institutional buyer" means the qualified institutional

buyer as defined in the Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009, as amended from time to time, made

under the Securities and Exchange Board of India Act, 1992.

Explanation III.—If a company, listed or unlisted, makes an offer to allot or

invites subscription, or allots, or enters into an agreement to allot, securities to more

than the prescribed number of persons, whether the payment for the securities has

been received or not or whether the company intends to list its securities or not on any

recognised stock exchange in or outside India, the same shall be deemed to be an offer

to the public and shall accordingly be governed by the provisions of Part I of this

Chapter.

15 of 1992.

Amendment of

section 35.

Substitution of

new section for

section 42.

Issue of shares

on private

placement

basis.

15 of 1992.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

125

(4) Every identified person willing to subscribe to the private placement issue

shall apply in the private placement and application issued to such person alongwith

subscription money paid either by cheque or demand draft or other banking channel

and not by cash:

Provided that a company shall not utilise monies raised through private placement

unless allotment is made and the return of allotment is filed with the Registrar in

accordance with sub-section (8).

(5) No fresh offer or invitation under this section shall be made unless the

allotments with respect to any offer or invitation made earlier have been completed or

that offer or invitation has been withdrawn or abandoned by the company:

Provided that, subject to the maximum number of identified persons under

sub-section (2), a company may, at any time, make more than one issue of securities to

such class of identified persons as may be prescribed.

(6) A company making an offer or invitation under this section shall allot its

securities within sixty days from the date of receipt of the application money for such

securities and if the company is not able to allot the securities within that period, it

shall repay the application money to the subscribers within fifteen days from the

expiry of sixty days and if the company fails to repay the application money within the

aforesaid period, it shall be liable to repay that money with interest at the rate of

twelve per cent. per annum from the expiry of the sixtieth day:

Provided that monies received on application under this section shall be kept in

a separate bank account in a scheduled bank and shall not be utilised for any purpose

other than—

(a) for adjustment against allotment of securities; or

(b) for the repayment of monies where the company is unable to allot

securities.

(7) No company issuing securities under this section shall release any public

advertisements or utilise any media, marketing or distribution channels or agents to

inform the public at large about such an issue.

(8) A company making any allotment of securities under this section, shall file

with the Registrar a return of allotment within fifteen days from the date of the allotment

in such manner as may be prescribed, including a complete list of all allottees, with

their full names, addresses, number of securities allotted and such other relevant

information as may be prescribed.

(9) If a company defaults in filing the return of allotment within the period

prescribed under sub-section (8), the company, its promoters and directors shall be

liable to a penalty for each default of one thousand rupees for each day during which

such default continues but not exceeding twenty-five lakh rupees.

(10) Subject to sub-section (11), if a company makes an offer or accepts monies

in contravention of this section, the company, its promoters and directors shall be

liable for a penalty which may extend to the amount raised through the private place-

ment or two crore rupees, whichever is lower, and the company shall also refund all

monies with interest as specified in sub-section (6) to subscribers within a period of

thirty days of the order imposing the penalty.

(11) Notwithstanding anything contained in sub-section (9) and sub-section (10),

any private placement issue not made in compliance of the provisions of

sub-section (2) shall be deemed to be a public offer and all the provisions of this Act

and the Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange

Board of India Act, 1992 shall be applicable.’.

42 of 1956.

15 of 1992.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

126

11. In section 47, in sub-section (1), for the words, figures and brackets "provisions of

section 43 and sub-section (2) of section 50", the words, figures and brackets "provisions of

section 43, sub-section (2) of section 50 and sub-section (1) of section 188" shall be

substituted.

12. In section 53 of the principal Act,—

(i) in sub-section (2), for the words "discounted price", the word "discount"

shall be substituted;

(ii) after sub-section (2), the following sub-section shall be inserted, namely:—

"(2A) Notwithstanding anything contained in sub-sections (1) and (2), a

company may issue shares at a discount to its creditors when its debt is converted

into shares in pursuance of any statutory resolution plan or debt restructuring

scheme in accordance with any guidelines or directions or regulations specified

by the Reserve Bank of India under the Reserve Bank of India Act, 1934 or the

Banking (Regulation) Act, 1949.".

13. In section 54, in sub-section (1), clause (c) shall be omitted.

14. In section 62 of the principal Act,—

(i) in sub-section (1), in clause (c), for the words "of a registered valuer subject

to such conditions as may be prescribed", the words and figures "of a registered

valuer, subject to the compliance with the applicable provisions of Chapter III and any

other conditions as may be prescribed" shall be substituted;

(ii) for sub-section (2), the following sub-section shall be substituted, namely:—

"(2) The notice referred to in sub-clause (i) of clause (a) of sub-section (1)

shall be dispatched through registered post or speed post or through electronic

mode or courier or any other mode having proof of delivery to all the existing

shareholders at least three days before the opening of the issue.".

15. In section 73 of the principal Act, in sub-section (2),—

(i) for clause (c), the following clause shall be substituted, namely:—

"(c) depositing, on or before the thirtieth day of April each year, such sum

which shall not be less than twenty per cent. of the amount of its deposits

maturing during the following financial year and kept in a scheduled bank in a

separate bank account to be called deposit repayment reserve account;";

(ii) clause (d) shall be omitted;

(iii) in clause (e), for the words "such deposits;", the following shall be

substituted, namely:—

"such deposits and where a default had occurred, the company made good the default

and a period of five years had lapsed since the date of making good the default;".

16. In section 74, in sub-section (1), for clause (b), the following clause shall be

substituted, namely:—

"(b) repay within three years from such commencement or on or before expiry of

the period for which the deposits were accepted, whichever is earlier:

Provided that renewal of any such deposits shall be done in accordance with the

provisions of Chapter V and the rules made thereunder.".

17. In section 76A of the principal Act,—

(a) in clause (a), for the words, “one crore rupees”, the words “one crore rupees

or twice the amount of deposit accepted by the company, whichever is lower” shall be

substituted;

Amendment of

section 47.

Amendment of

section 53.

2 of 1934.

10 of 1949.

A m e n d m e n t

of section 54.

Amendment of

section 62.

Amendment of

section 73.

Amendment of

section 74.

Amendment of

section 76A.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

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(b) in clause (b),—

(i) for the words "seven years or with fine", the words "seven years and

with fine" shall be substituted;

(ii) the words "or with both" shall be omitted.

18. In section 77 of the principal Act, in sub-section (1), after the third proviso, the

following proviso shall be inserted, namely:—

"Provided also that this section shall not apply to such charges as may be

prescribed in consultation with the Reserve Bank of India.".

19. In section 78 of the principal Act, for the words and figures "register the charge

within the period specified in section 77", the words, brackets and figures "register the

charge within the period of thirty days referred to in sub-section (1) of section 77" shall be

substituted.

20. In section 82 of the principal Act, in sub-section (1),—

(i) the words, brackets and figures "and the provisions of sub-section (1) of

section 77 shall, as far as may be, apply to an intimation given under this section" shall

be omitted;

(ii) the following proviso shall be inserted, namely:—

"Provided that the Registrar may, on an application by the company or the

charge holder, allow such intimation of payment or satisfaction to be made

within a period of three hundred days of such payment or satisfaction on payment

of such additional fees as may be prescribed.".

21. In section 89 of the principal Act,—

(i) in sub-section (6), the words and figures, "within the time specified under

section 403" shall be omitted;

(ii) in sub-section (7), for the words and figures, "under the first proviso to

sub-section (1) of section 403", the word "therein", shall be substituted;

(iii) after sub-section (9), the following sub-section shall be inserted, namely:—

"(10) For the purposes of this section and section 90, beneficial interest in

a share includes, directly or indirectly, through any contract, arrangement or

otherwise, the right or entitlement of a person alone or together with any other

person to—

(i) exercise or cause to be exercised any or all of the rights attached

to such share; or

(ii) receive or participate in any dividend or other distribution in

respect of such share.".

22. For section 90 of the principal Act, the following section shall be substituted,

namely:—

'90. (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

(herein referred to as "significant beneficial owner"), shall make a declaration to the

company, specifying the nature of his interest and other particulars, in such manner

Amendment of

section 77.

Amendment of

section 78.

Amendment of

section 82.

Amendment of

section 89.

Substitution of

new section for

section 90.

significant

beneficial

owners in a

company.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

128

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.

(5) A company shall give notice, in the prescribed manner, to any person (whether

or not a member of the company) whom the company knows or has reasonable cause

to believe—

(a) to be a significant beneficial owner of the company;

(b) to be having knowledge of the identity of a significant beneficial

owner or another person likely to have such knowledge; or

during the three years immediately preceding the date on which the notice is

issued,

and who is not registered as a significant beneficial owner with the company as required

under this section.

(6) The information required by the notice under sub-section (5) shall be given

by the concerned person within a period not exceeding thirty days of the date of the

notice.

(7) The company shall,—

(a) where that person fails to give the company the information required

by the notice within the time specified therein; or

(b) where the information given is not satisfactory,

apply to the Tribunal within a period of fifteen days of the expiry of the period

specified in the notice, for an order directing that the shares in question be subject to

restrictions with regard to transfer of interest, suspension of all rights attached to the

shares and such other matters as may be prescribed.

(8) On any application made under sub-section (7), the Tribunal may, after

giving an opportunity of being heard to the parties concerned, make such order

restricting the rights attached with the shares within a period of sixty days of receipt of

application or such other period as may be prescribed.

(9) The company or the person aggrieved by the order of the Tribunal may make

an application to the Tribunal for relaxation or lifting of the restrictions placed under

sub-section (8).

(10) If any person fails to make a declaration as required under sub-section (1),

he shall be punishable with fine which shall not be less than one lakh rupees but which

may extend to ten lakh rupees and where the failure is a continuing one, with a further

fine which may extend to one thousand rupees for every day after the first during

which the failure continues.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

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(11) If a company, required to maintain register under sub-section (2) and file the

information under sub-section (4), fails to do so or denies inspection as provided

therein, the company and every officer of the company who is in default shall be

punishable with fine which shall not be less than ten lakh rupees but which may extend

to fifty lakh rupees and where the failure is a continuing one, with a further fine which

may extend to one thousand rupees for every day after the first during which the

failure continues.

(12) If any person wilfully furnishes any false or incorrect information or

suppresses any material information of which he is aware in the declaration made

under this section, he shall be liable to action under section 447.'.

23. In section 92 of the principal Act,—

(i) in sub-section (1),—

(a) clause (c) shall be omitted;

(b) in clause (j), the words "indicating their names, addresses, countries of

incorporation, registration and percentage of shareholding held by them" shall

be omitted;

'Provided further that the Central Government may prescribe abridged

form of annual return for "One Person Company, small company and such

other class or classes of companies as may be prescribed".'.

(ii) for sub-section (3), the following sub-section shall be substituted, namely:—

"(3) Every company shall place a copy of the annual return on the website

of the company, if any, and the web-link of such annual return shall be disclosed

in the Board's report.".

(iii) in sub-section (4), the words and figures, "within the time as specified,

under section 403" shall be omitted;

(iv) in sub-section (5), for the words and figures, "under section 403 with

additional fees" the word "therein" shall be substituted.

24. Section 93 of the principal Act shall be omitted.

25. In section 94 of the principal Act,—

(i) in sub-section (1), in the first proviso, the words "and the Registrar has been

given a copy of the proposed special resolution in advance" shall be omitted;

(ii) in sub-section (3), the following proviso shall be inserted, namely:—

"Provided that such particulars of the register or index or return as may be

prescribed shall not be available for inspection under sub-section (2) or for

taking extracts or copies under this sub-section.".

26. In section 96 of the principal Act, in sub-section (2), in the proviso, for the words

"Provided that", the following shall be substituted, namely:—

"Provided that annual general meeting of an unlisted company may be held at

any place in India if consent is given in writing or by electronic mode by all the

members in advance:

Provided further that".

Amendment of

section 92.

Omission

section 93.

Amendment of

section 94.

Amendment of

section 96.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

130

27. In section 100 of the principal Act, in sub-section (1), the following proviso shall be

inserted, namely:—

"Provided that an extraordinary general meeting of the company, other than of

the wholly owned subsidiary of a company incorporated outside India, shall be held at

a place within India.".

28. In section 101 of the principal Act, in sub-section (1), for the proviso, the

following proviso shall be substituted, namely:—

"Provided that a general meeting may be called after giving shorter notice than

that specified in this sub-section if consent, in writing or by electronic mode, is accorded

thereto—

(i) in the case of an annual general meeting, by not less than ninty-five

per cent. of the members entitled to vote thereat; and

(ii) in the case of any other general meeting, by members of the company—

(a) holding, if the company has a share capital, majority in number

of members entitled to vote and who represent not less than ninety-five

per cent. of such part of the paid-up share capital of the company as gives

a right to vote at the meeting; or

(b) having, if the company has no share capital, not less than

ninty-five per cent. of the total voting power exercisable at that meeting:

Provided further that where any member of a company is entitled to vote only on

some resolution or resolutions to be moved at a meeting and not on the others, those

members shall be taken into account for the purposes of this sub-section in respect of

the former resolution or resolutions and not in respect of the latter.".

29. In section 110 of the principal Act, in sub-section (1), the following proviso shall be

inserted, namely:—

"Provided that any item of business required to be transacted by means of

postal ballot under clause (a), may be transacted at a general meeting by a company

which is required to provide the facility to members to vote by electronic means under

section 108, in the manner provided in that section.".

30. In section 117 of the principal Act,—

(i) in sub-section (1), the words and figures “within the time specified under

section 403” shall be omitted;

(ii) in sub-section (2),—

(a) for the words and figures “under section 403 with additional fees”, the

word “therein” shall be substituted;

(b) for the words "not be less than five lakh rupees", the words "not be

less than one lakh rupees" shall be substituted;

shall be substituted;

(iii) in sub-section (3),—

(a) clause (e) shall be omitted;

(b) in clause (g), in the proviso, the word “and” shall be omitted and the

following proviso shall be inserted, namely:—

"Provided further that nothing contained in this clause shall apply

to a banking company in respect of a resolution passed to grant loans, or

Amendment of

section 100.

Amendment of

section 101.

Amendment of

section 110.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

131

give guarantee or provide security in respect of loans under clause (f) of

sub-section (3) of section 179 in the ordinary course of its business;

and.".

31. In section 121 of the principal Act,—

(i) in sub-section (2), the words and figures “within the time as specified, under

section 403” shall be omitted;

(ii) in sub-section (3), for the words and figures “under section 403 with additional

fees”, the word “therein” shall be substituted.

32. In section 123 of the principal Act,—

(a) in sub-section (1),—

(i) in clause (a),—

(A) for the words "both; or", the word "both:" shall be substituted;

(B) the following proviso shall be inserted, namely:—

"Provided that in computing profits any amount representing

unrealised gains, notional gains or revaluation of assets and any

change in carrying amount of an asset or of a liability on measurement

of the asset or the liability at fair value shall be excluded; or";

(ii) in the second proviso, for the words "transferred by the company to

the reserves", the words "transferred by the company to the free reserves" shall

be sustituted;

(b) for sub-section (3), the following sub-section shall be substituted, namely:—

"(3) The Board of Directors of a company may declare interim dividend during

any financial year or at any time during the period from closure of financial year till

holding of the annual general meeting out of the surplus in the profit and loss account

or out of profits of the financial year for which such interim dividend is sought to be

declared or out of profits generated in the financial year till the quarter preceding the

date of declaration of the interim dividend:

Provided that in case the company has incurred loss during the current financial

year up to the end of the quarter immediately preceding the date of declaration of

interim dividend, such interim dividend shall not be declared at a rate higher than the

average dividends declared by the company during immediately preceding three

financial years.".

33. In section 129 of the principal Act, for sub-section (3), the following sub-section

shall be substituted, namely:—

"(3) Where a company has one or more subsidiaries or associate companies, it

shall, in addition to financial statements provided under sub-section (2), prepare a

consolidated financial statement of the company and of all the subsidiaries and associate

companies in the same form and manner as that of its own and in accordance with

applicable accounting standards, which shall also be laid before the annual general

meeting of the company along with the laying of its financial statement under

sub-section (2):

Provided that the company shall also attach along with its financial statement, a

separate statement containing the salient features of the financial statement of its

subsidiary or subsidiaries and associate company or companies in such form as may

be prescribed:

A m e n d m e n t

of section 123.

A m e n d m e n t

of section 121.

A m e n d m e n t

of section 129.

TAMIL NADU GOVERNMENT GAZETTE

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132

Provided further that the Central Government may provide for the consolidation

of accounts of companies in such manner as may be prescribed.".

34. In section 130 of the principal Act,—

(i) in sub-section (1), in the proviso,—

(a) after the words "regulatory body or authorities concerned", the words

"or any other person concerned" shall be inserted;

(b) after the words "the body or authority concerned", the words "or the

other person concerned" shall be inserted;

(ii) after sub-section (2), the following sub-section shall be inserted, namely:—

"(3) No order shall be made under sub-section (1) in respect of re-opening

of books of account relating to a period earlier than eight financial years

immediately preceding the current financial year:

Provided that where a direction has been issued by the Central Government

under the proviso to sub-section (5) of section 128 for keeping of books of

account for a period longer than eight years, the books of account may be

ordered to be re-opened within such longer period.".

35. In section 132 of the principal Act,—

(i) in sub-section (4), in clause (c), in sub-clause (A), in item (II), for the words

"ten lakh rupees", the words "five lakh rupees" shall be substituted;

(ii) in sub-section (5), for the words, brackets and figure "the Appellate Authority

constituted under sub-section (6) in such manner as may be prescribed", the words

"the Appellate Tribunal in such manner and on payment of such fee as may be

prescribed" shall be substituted;

(iii) sub-sections (6), (7), (8) and (9) shall be omitted.

36. In section 134 of the principal Act,—

(a) for sub-section (1), the following sub-section shall be substituted, namely:—

"(1) The financial statement, including consolidated financial statement, if

any, shall be approved by the Board of Directors before they are signed on

behalf of the Board by the chairperson of the company where he is authorised

by the Board or by two directors out of which one shall be managing director, if

any, and the Chief Executive Officer, the Chief Financial Officer and the company

secretary of the company, wherever they are appointed, or in the case of One

Person Company, only by one director, for submission to the auditor for his

report thereon.";

(b) in sub-section (3),—

(i) for clause (a), the following clause shall be substituted, namely:—

"(a) the web address, if any, where annual return referred to in

sub-section (3) of section 92 has been placed;";

(ii) in clause (p), for the words "annual evaluation has been made by the

Board of its own performance and that of its committees and individual directors",

the words "annual evaluation of the performance of the Board, its Committees

and of individual directors has been made" shall be substituted;

(iii) after clause (q), the following provisos shall be inserted, namely:—

"Provided that where disclosures referred to in this sub-section

have been included in the financial statements, such disclosures shall be

referred to instead of being repeated in the Board's report:

Amendment of

section 130.

Amendment of

section 132.

Amendment of

section 134.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

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Provided further that where the policy referred to in clause (e) or

clause (o) is made available on company's website, if any, it shall be

sufficient compliance of the requirements under such clauses if the salient

features of the policy and any change therein are specified in brief in the

Board's report and the web-address is indicated therein at which the

complete policy is available.";

"(3A) The Central Government may prescribe an abridged Board's report,

for the purpose of compliance with this section by One Person Company or

small company.".

37. In section 135 of the principal Act,—

(i) in sub-section (1),—

(a) for the words "any financial year", the words "the immediately preceding

financial year" shall be substituted;

(b) the following proviso shall be inserted, namely:—

"Provided that where a company is not required to appoint an

independent director under sub-section (4) of section 149, it shall have in

its Corporate Social Responsibility Committee two or more directors.";

(ii) in sub-section (3), in clause (a), for the words and figures "as specified in

Schedule VII", the words and figures "in areas or subject, specified in Schedule VII"

shall be substituted;

(iii) in sub-section (5), for the Explanation, the following Explanation shall be

substituted, namely:—

'Explanation.—For the purposes of this section "net profit" shall not

include such sums as may be prescribed, and shall be calculated in accordance

with the provisions of section 198.'.

38. In section 136 of the principal Act,—

(i) in sub-section (1),—

(a) the words and figures "Without prejudice to the provisions of section

101," shall be omitted;

(b) in the first proviso, for the words "Provided that", the following shall

be substituted, namely:—

"Provided that if the copies of the documents are sent less than

twenty-one days before the date of the meeting, they shall, notwithstanding

that fact, be deemed to have been duly sent if it is so agreed by members—

(a) holding, if the company has a share capital, majority in number

entitled to vote and who represent not less than ninety-five per cent. of

such part of the paid-up share capital of the company as gives a right to

vote at the meeting; or

(b) having, if the company has no share capital, not less than ninety-

five per cent. of the total voting power exercisable at the meeting:

Provided further that";

"Provided also" shall be substituted;

Amendment of

section 135.

Amendment of

section 136.

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(d) for the fourth proviso, the following provisos shall be substituted,

namely:—

'Provided also that every listed company having a subsidiary or

subsidiaries shall place separate audited accounts in respect of each of

subsidiary on its website, if any:

Provided also that a listed company which has a subsidiary

incorporated outside India (herein referred to as "foreign subsidiary")—

(a) where such foreign subsidiary is statutorily required to

prepare consolidated financial statement under any law of the country

of its incorporation, the requirement of this proviso shall be met if

consolidated financial statement of such foreign subsidiary is placed

on the website of the listed company;

(b) where such foreign subsidiary is not required to get its

financial statement audited under any law of the country of its

incorporation and which does not get such financial statement

audited, the holding Indian listed company may place such unaudited

financial statement on its website and where such financial statement

is in a language other than English, a translated copy of the financial

statement in English shall also be placed on the website.’;

(ii) in sub-section (2), the following proviso shall be inserted, namely:—

"Provided that every company having a subsidiary or subsidiaries shall

provide a copy of separate audited or unaudited financial statements, as the

case may be, as prepared in respect of each of its subsidiary to any member of

the company who asks for it.".

39. In section 137 of the principal Act,—

(i) in sub-section (1),—

(a) the words and figures "within the time specified under section 403"

shall be omitted;

(b) in the second proviso, the words and figures "within the time specified

under section 403" shall be omitted;

namely:—

'Provided also that in the case of a subsidiary which has been

incorporated outside India (herein referred to as "foreign subsidiary"),

which is not required to get its financial statement audited under any law

of the country of its incorporation and which does not get such financial

statement audited, the requirements of the fourth proviso shall be met if

the holding Indian company files such unaudited financial statement along

with a declaration to this effect and where such financial statement is in a

language other than English, along with a translated copy of the financial

statement in English.'.

(ii) in sub-section (2), the words and figures “within the time specified, under

section 403” shall be omitted;

(iii) in sub-section (3), for the words and figures “in section 403”, the word

“therein” shall be substituted.

40. In section 139 of the principal Act, in sub-section (1), the first proviso shall be

omitted.

Amendment of

section 137.

Amendment of

section 139.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

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41. In section 140 of the principal Act, in sub-section (3), for the words "fifty thousand

rupees", the words "fifty thousand rupees or the remuneration of the auditor, whichever is

less," shall be substituted.

42. In section 141 of the principal Act, in sub-section (3), for clause (i), the following

clause shall be substituted, namely:—

‘(i) a person who, directly or indirectly, renders any service referred to in section

144 to the company or its holding company or its subsidiary company.

Explanation.—For the purposes of this clause, the term "directly or indirectly"

shall have the meaning assigned to it in the Explanation to section 144.’.

43. In section 143 of the principal Act,—

(i) in sub-section (1), in the proviso, for the words "its subsidiaries", at both

the places, the words "its subsidiaries and associate companies" shall be substituted;

(ii) in sub-section (3), in clause (i), for the words "internal financial controls

system", the words "internal financial controls with reference to financial statements"

shall be substituted;

(iii) in sub-section (14), in clause (a), for the words "cost accountant in practice",

the words "cost accountant" shall be substituted.

44. In section 147 of the principal Act,—

(i) in sub-section (2),—

(a) after the words "five lakh rupees", the words "or four times the

remuneration of the auditor, whichever is less" shall be inserted;

(b) in the proviso, for the words "and with fine which shall not be less than

one lakh rupees but which may extend to twenty-five lakh rupees", the words

"and with fine which shall not be less than fifty thousand rupees but which may

extend to twenty-five lakh rupees or eight times the remuneration of the auditor,

whichever is less" shall be substituted;

(ii) in sub-section (3), in clause (ii), for the words "or to any other persons", the

words "or to members or creditors of the company" shall be substituted;

(iii) in sub-section (5), the following proviso shall be inserted, namely:—

"Provided that in case of criminal liability of an audit firm, in respect of

liability other than fine, the concerned partner or partners, who acted in a

fraudulent manner or abetted or, as the case may be, colluded in any fraud shall

only be liable.".

45. In section 148 of the principal Act,—

(i) in sub-section (3),—

(a) for the words "Cost Accountant in practice", the words "cost

accountant" shall be substituted;

(b) in the Explanation, for the words "Institute of Cost and Works

Accountants of India", the words "Institute of Cost Accountants of India" shall

be substituted;

(ii) in sub-section (5), in the proviso, for the words "cost accountant in practice",

the words "cost accountant" shall be substituted.

46. In section 149 of the principal Act,—

(i) for sub-section (3), the following sub-section shall be substituted, namely:—

Amendment of

section 140.

Amendment of

section 141.

Amendment of

section 143.

Amendment of

section 147.

Amendment of

section 148.

Amendment of

section 149.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

136

"(3) Every company shall have at least one director who stays in India

for a total period of not less than one hundred and eighty-two days during the

financial year:

Provided that in case of a newly incorporated company the requirement

under this sub-section shall apply proportionately at the end of the financial

year in which it is incorporated.";

(ii) in sub-section (6),—

(a) in clause (c), for the words "pecuniary relationship", the words

"pecuniary relationship, other than remuneration as such director or having

transaction not exceeding ten per cent. of his total income or such amount as

may be prescribed," shall be substituted;

(b) for clause (d), the following clause shall be substituted, namely:—

"(d) none of whose relatives—

(i) is holding any security of or interest in the company, its

holding, subsidiary or associate company during the two immediately

preceding financial years or during the current financial year:

Provided that the relative may hold security or interest in the

company of face value not exceeding fifty lakh rupees or two per

cent. of the paid-up capital of the company, its holding, subsidiary

or associate company or such higher sum as may be prescribed;

(ii) is indebted to the company, its holding, subsidiary or

associate company or their promoters, or directors, in excess of

such amount as may be prescribed during the two immediately

preceding financial years or during the current financial year;

(iii) has given a guarantee or provided any security in

connection with the indebtedness of any third person to the

company, its holding, subsidiary or associate company or their

promoters, or directors of such holding company, for such amount

as may be prescribed during the two immediately preceding financial

years or during the current financial year; or

(iv) has any other pecuniary transaction or relationship with

the company, or its subsidiary, or its holding or associate company

amounting to two per cent. or more of its gross turnover or total

income singly or in combination with the transactions referred to in

sub-clause (i), (ii) or (iii);";

namely:—

"Provided that in case of a relative who is an employee, the restriction

under this clause shall not apply for his employment during preceding

three financial years.".

47. In section 152 of the principal Act,—

(a) in sub-section (3), after the word and figures "section 154", the words and

figures "or any other number as may be prescribed under section 153" shall be inserted;

(b) in sub-section (4), after the word "Number", the words and figures "or such

other number as may be prescribed under section 153" shall be inserted.

48. In section 153 of the principal Act, the following proviso shall be inserted,

namely:—

"Provided that the Central Government may prescribe any identification number

which shall be treated as Director Identification Number for the purposes of this Act

Amendment of

section 152.

Amendment of

section 153.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

137

and in case any individual holds or acquires such identification number, the requirement

of this section shall not apply or apply in such manner as may be prescribed.".

49. In section 157 of the principal Act,—

(i) in sub-section (1), the words and figures, “within the time specified under

section 403” shall be omitted;

(ii) in sub-section (2), the words and figures, “before the expiry of the period

specified under section 403 with additional fee”, shall be omitted.

50. In section 160 of the principal Act, in sub-section (1), the following proviso shall

be inserted, namely:—

‘‘Provided that requirements of deposit of amount shall not apply in case of

appointment of an independent director or a director recommended by the Nomination

and Remuneration Committee, if any, constituted under sub-section (1) of section 178

or a director recommended by the Board of Directors of the Company, in the case of

a company not required to constitute Nomination and Remuneration Committee.”.

51. In section 161 of the principal Act,—

(i) in sub-section (2), after the words "alternate directorship for any other director

in the company", the words "or holding directorship in the same company" shall be

inserted;

(ii) in sub-section (4),—

(a) the words "In the case of a public company," shall be omitted;

(b) after the words "meeting of the Board", the words "which shall be

subsequently approved by members in the immediate next general meeting"

shall be inserted.

52. In section 164 of the principal Act,—

(i) in sub-section (2), the following proviso shall be inserted, namely:—

"Provided that where a person is appointed as a director of a company

which is in default of clause (a) or clause (b), he shall not incur the disqualification

for a period of six months from the date of his appointment.";

(ii) in sub-section (3), for the proviso, the following proviso shall be substituted,

namely:—

"Provided that the disqualifications referred to in clauses (d), (e) and (g) of

sub-section (1) shall continue to apply even if the appeal or petition has been

filed against the order of conviction or disqualification.".

53. In section 165 of the principal Act, in sub-section (1), the Explanation shall be

renumbered as Explanation I and after Explanation I as so numbered, the following

Explanation shall be inserted, namely:—

"Explanation II.—For reckoning the limit of directorships of twenty companies,

the directorship in a dormant company shall not be included.".

54. In section 167 of the principal Act, in sub-section (1),—

(i) in clause (a), the following proviso shall be inserted, namely:—

"Provided that where he incurs disqualification under sub-section (2) of

section 164, the office of the director shall become vacant in all the companies,

other than the company which is in default under that sub-section.";

Amendment of

section 157.

Amendment of

section 160.

Amendment of

section 161.

Amendment of

section 164.

Amendment of

section 165.

Amendment of

section 167.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

138

(ii) in clause (f), for the proviso the following proviso shall be substituted,

namely,—

"Provided that the office shall not be vacated by the director in case of

orders referred to in clauses (e) and (f)—

(i) for thirty days from the date of conviction or order of

disqualification;

(ii) where an appeal or petition is preferred within thirty days as

aforesaid against the conviction resulting in sentence or order, until expiry

of seven days from the date on which such appeal or petition is disposed

of; or

(iii) where any further appeal or petition is preferred against order or

sentence within seven days, until such further appeal or petition is disposed

of.".

55. In section 168 of the principal Act, in sub-section (1), in the proviso, for the words,

"director shall also forward", the words "director may also forward" shall be substituted.

56. In section 173 of the principal Act, in sub-section (2), after the first proviso, the

following proviso shall be inserted, namely:—

"Provided further that where there is quorum in a meeting through physical

presence of directors, any other director may participate through video conferencing

or other audio visual means in such meeting on any matter specified under the first

proviso.".

57. In section 177 of the principal Act,—

(i) in sub-section (1), for the words "every listed company", the words "every

listed public company" shall be substituted;

(ii) in sub-section (4), in clause (iv), after the proviso, the following provisos

shall be inserted, namely:—

"Provided further that in case of transaction, other than transactions referred

to in section 188, and where Audit Committee does not approve the transaction,

it shall make its recommendations to the Board:

Provided also that in case any transaction involving any amount not

exceeding one crore rupees is entered into by a director or officer of the company

without obtaining the approval of the Audit Committee and it is not ratified by

the Audit Committee within three months from the date of the transaction, such

transaction shall be voidable at the option of the Audit Committee and if the

transaction is with the related party to any director or is authorised by any other

director, the director concerned shall indemnify the company against any loss

incurred by it:

Provided also that the provisions of this clause shall not apply to a

transaction, other than a transaction referred to in section 188, between a holding

company and its wholly owned subsidiary company.".

58. In section 178 of the principal Act,—

(i) in sub-section (1), for the words "every listed company", the words "every

listed public company" shall be substituted;

(ii) in sub-section (2), for the words "shall carry out evaluation of every director's

performance", the words "shall specify the manner for effective evaluation of

performance of Board, its committees and individual directors to be carried out either

by the Board, by the Nomination and Remuneration Committee or by an independent

external agency and review its implementation and compliance" shall be substituted;

Amendment of

section 168.

Amendment of

section 173.

Amendment of

section 177.

Amendment of

section 178.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

139

(iii) in sub-section (4), in clause (c), for the proviso, the following proviso shall

be substituted, namely:—

"Provided that such policy shall be placed on the website of the company,

if any, and the salient features of the policy and changes therein, if any, along

with the web address of the policy, if any, shall be disclosed in the Board's

report.";

(iv) in sub-section (8), in the proviso, for the words "non-consideration of

resolution of any grievance", the words "inability to resolve or consider any grievance"

shall be substituted.

59. In section 180 of the principal Act, in sub-section (1), in clause (c), for the words

"paid-up share capital and free reserves", the words "paid-up share capital, free reserves and

securities premium" shall be substituted.

60. In section 184 of the principal Act,—

(i) in sub-section (4), the words "shall not be less than fifty thousand rupees but

which" shall be omitted;

(ii) in sub-section (5), for clause (b), the following clause shall be substituted,

namely:—

"(b) shall apply to any contract or arrangement entered into or to be

entered into between two companies or between one or more companies and

one or more bodies corporate where any of the directors of the one company or

body corporate or two or more of them together holds or hold not more than two

per cent. of the paid-up share capital in the other company or the body corporate.".

61. For section 185 of the principal Act, the following section shall be substituted,

namely:—

'185. (1) No company shall, directly or indirectly, advance any loan, including

any loan represented by a book debt to, or give any guarantee or provide any security

in connection with any loan taken by,—

(a) any director of company, or of a company which is its holding company

or any partner or relative of any such director; or

(b) any firm in which any such director or relative is a partner.

(2) A company may advance any loan including any loan represented by a book

debt, or give any guarantee or provide any security in connection with any loan taken

by any person in whom any of the director of the company is interested, subject to the

condition that—

(a) a special resolution is passed by the company in general meeting:

Provided that the explanatory statement to the notice for the relevant

general meeting shall disclose the full particulars of the loans given, or guarantee

given or security provided and the purpose for which the loan or guarantee or

security is proposed to be utilised by the recipient of the loan or guarantee or

security and any other relevant fact; and

(b) the loans are utilised by the borrowing company for its principal

business activities.

Explanation.—For the purposes of this sub-section, the expression "any person in

whom any of the director of the company is interested" means—

(a) any private company of which any such director is a director or member;

Amendment of

section 180.

Amendment of

section 184.

Substitution of

new section for

section 185.

Loans to

directors, etc.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

140

(b) any body corporate at a general meeting of which not less than twenty-five

per cent. of the total voting power may be exercised or controlled by any such director,

or by two or more such directors, together; or

whereof is accustomed to act in accordance with the directions or instructions of the

Board, or of any director or directors, of the lending company.

(3) Nothing contained in sub-sections (1) and (2) shall apply to—

(a) the giving of any loan to a managing or whole-time director—

(i) as a part of the conditions of service extended by the company to

all its employees; or

(ii) pursuant to any scheme approved by the members by a special

resolution; or

(b) a company which in the ordinary course of its business provides loans

or gives guarantees or securities for the due repayment of any loan and in

respect of such loans an interest is charged at a rate not less than the rate of

prevailing yield of one year, three years, five years or ten years Government

security closest to the tenor of the loan; or

company or any guarantee given or security provided by a holding company in

respect of any loan made to its wholly owned subsidiary company; or

(d) any guarantee given or security provided by a holding company in

respect of loan made by any bank or financial institution to its subsidiary

company:

Provided that the loans made under clauses (c) and (d) are utilised by the

subsidiary company for its principal business activities.

(4) If any loan is advanced or a guarantee or security is given or provided or

utilised in contravention of the provisions of this section,—

(i) the company shall be punishable with fine which shall not be less than

five lakh rupees but which may extend to twenty-five lakh rupees;

(ii) every officer of the company who is in default shall be punishable

with imprisonment for a term which may extend to six months or with fine which

shall not be less than five lakh rupees but which may extend to twenty-five lakh

rupees; and

(iii) the director or the other person to whom any loan is advanced or

guarantee or security is given or provided in connection with any loan taken by

him or the other person, shall be punishable with imprisonment which may

extend to six months or with fine which shall not be less than five lakh rupees but

which may extend to twenty-five lakh rupees, or with both.’.

62. In section 186 of the principal Act,—

(i) in sub-section (2), the following Explanation shall be inserted, namely:—

'Explanation.—For the purposes of this sub-section, the word "person"

does not include any individual who is in the employment of the company.';

(ii) for sub-section (3), the following sub-section shall be substituted, namely:—

'(3) Where the aggregate of the loans and investment so far made, the

amount for which guarantee or security so far provided to or in all other bodies

corporate along with the investment, loan, guarantee or security proposed to be

Amendment of

section 186.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

141

made or given by the Board, exceed the limits specified under sub-section (2), no

investment or loan shall be made or guarantee shall be given or security shall be

provided unless previously authorised by a special resolution passed in a general

meeting:

Provided that where a loan or guarantee is given or where a security has

been provided by a company to its wholly owned subsidiary company or a joint

venture company, or acquisition is made by a holding company, by way of

subscription, purchase or otherwise of, the securities of its wholly owned

subsidiary company, the requirement of this sub-section shall not apply:

Provided further that the company shall disclose the details of such loans

or guarantee or security or acquisition in the financial statement as provided

under sub-section (4).”.

(iii) for sub-section (11), the following sub-section shall be substituted,

namely:—

"(11) Nothing contained in this section, except sub-section (1), shall

apply—

(a) to any loan made, any guarantee given or any security

provided or any investment made by a banking company, or an

insurance company, or a housing finance company in the ordinary

course of its business, or a company established with the object of

and engaged in the business of financing industrial enterprises, or

of providing infrastructural facilities;

(b) to any investment—

(i) made by an investment company;

(ii) made in shares allotted in pursuance of clause (a) of

sub-section (1) of section 62 or in shares allotted in pursuance

of rights issues made by a body corporate;

(iii) made, in respect of investment or lending activities,

by a non-banking financial company registered under Chapter

III-B of the Reserve Bank of India Act, 1934 and whose principal

business is acquisition of securities.";

(iv) in the Explanation, in clause (a), after the words "other securities" the

following shall be inserted, namely:—

"and a company will be deemed to be principally engaged in the

business of acquisition of shares, debentures or other securities, if its

assets in the form of investment in shares, debentures or other securities

constitute not less than fifty per cent. of its total assets, or if its income

derived from investment business constitutes not less than fifty per cent.

as a proportion of its gross income.".

63. In section 188 of the principal Act,—

(i) in sub-section (1), after the second proviso, the following proviso shall be

inserted, namely:—

"Provided also that nothing contained in the second proviso shall apply

to a company in which ninety per cent. or more members, in number, are relatives

of promoters or are related parties:";

(ii) in sub-section (3), for the words "shall be voidable at the option of the

Board", the words "shall be voidable at the option of the Board or, as the case may be,

of the shareholders" shall be substituted.

64. Section 194 of the principal Act shall be omitted.

2 of 1934.

Amendment of

section 188.

Omission of

section 194.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

142

65. Section 195 of the principal Act shall be omitted.

66. In section 196 of the principal Act,—

(a) in sub-section (3), in clause (a), after the proviso, the following proviso shall

be inserted, namely:—

“Provided further that where no such special resolution is passed but

votes cast in favour of the motion exceed the votes, if any, cast against the

motion and the Central Government is satisfied, on an application made by the

Board, that such appointment is most beneficial to the company, the appointment

of the person who has attained the age of seventy years may be made.”;

(b) in sub-section (4), for the words “specified in that Schedule”, the words

“specified in Part I of that Schedule” shall be substituted.

67. In section 197 of the principal Act,—

(a) in sub-section (1),—

(i) in the first proviso, the words "with the approval of the Central

Government," shall be omitted;

(ii) in the second proviso, after the words "general meeting,", the words

"by a special resolution," shall be inserted;

(iii) after the second proviso, the following proviso shall be inserted,

namely:—

"Provided also that, where the company has defaulted in payment

of dues to any bank or public financial institution or non-convertible

debenture holders or any other secured creditor, the prior approval of the

bank or public financial institution concerned or the non-convertible

debenture holders or other secured creditor, as the case may be, shall be

obtained by the company before obtaining the approval in the general

meeting.";

(b) in sub-section (3), the words "and if it is not able to comply with such

provisions, with the previous approval of the Central Government" shall be omitted;

"(9) If any director draws or receives, directly or indirectly, by way of

remuneration any such sums in excess of the limit prescribed by this section or

without approval required under this section, he shall refund such sums to the

company, within two years or such lesser period as may be allowed by the

company, and until such sum is refunded, hold it in trust for the company.";

(d) in sub-section (10),—

(i) for the words "permitted by the Central Government", the words

"approved by the company by special resolution within two years from the date

the sum becomes refundable" shall be substituted;

(ii) the following proviso shall be inserted, namely:—

"Provided that where the company has defaulted in payment of

dues to any bank or public financial institution or non-convertible

debenture holders or any other secured creditor, the prior approval of the

bank or public financial institution concerned or the non-convertible

debenture holders or other secured creditor, as the case may be, shall be

obtained by the company before obtaining approval of such waiver.";

Omission

section 195.

Amendment of

section 196.

Amendment of

section 197.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

143

(e) in sub-section (11), the words "and if such conditions are not being complied,

the approval of the Central Government had been obtained" shall be omitted;

(f) after sub-section (15), the following sub-sections shall be inserted, namely:—

"(16) The auditor of the company shall, in his report under section 143,

make a statement as to whether the remuneration paid by the company to its

directors is in accordance with the provisions of this section, whether

remuneration paid to any director is in excess of the limit laid down under this

section and give such other details as may be prescribed.

(17) On and from the commencement of the Companies (Amendment) Act,

2017, any application made to the Central Government under the provisions of

this section [as it stood before such commencement], which is pending with that

Government shall abate, and the company shall, within one year of such

commencement, obtain the approval in accordance with the provisions of this

section, as so amended.".

68. In section 198 of the principal Act,—

(i) in sub-section (3),—

(a) in clause (a), after the words “sold by the company”, the words, letter,

brackets and figures “unless the company is an investment company as referred

to in clause (a) of the Explanation to section 186” shall be inserted;

(b) after clause (e), the following clause shall be inserted, namely:—

“(f) any amount representing unrealised gains, notional gains or

revaluation of assets.”;

(ii) in sub-section (4), in clause (l), the words "which begins at or after the

commencement of this Act" shall be omitted.

69. In section 200 of the principal Act, the words "the Central Government or" appearing

at both the places shall be omitted.

70. In section 201 of the principal Act,—

(a) in sub-section (1), for the words "this Chapter", the word and figures "section

196" shall be substituted;

(b) in sub-section (2), in clause (a), for the words "any of the sections aforesaid",

the word and figures "section 196" shall be substituted.

71. In section 216 of the principal Act, in sub-section (1),—

(i) in clause (b), for the word "company", the words "company; or" shall be

substituted;

(ii) after clause (b), the following clause shall be inserted, namely:—

"(c) who have or had beneficial interest in shares of a company or who are

or have been beneficial owners or significant beneficial owner of a company.".

72. In section 223 of the principal Act, in sub-section (3), after the words "may be

obtained", the words "by members, creditors or any other person whose interest is likely to

be affected" shall be inserted.

73. In section 236 of the principal Act, in sub-sections (4), (5) and (6), for the words,

"transferor company", wherever they occur, the words "company whose shares are being

transferred" shall be substituted.

74. In section 247 of the principal Act, in sub-section (2), in clause (d), for the words

"during or after the valuation of assets", the words "during a period of three years prior to

Amendment of

section 198.

Amendment of

section 200.

Amendment of

section 201.

Amendment of

section 216.

Amendment of

section 223.

Amendment of

section 236.

Amendment of

section 247.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

144

his appointment as valuer or three years after the valuation of assets was conducted by him"

shall be substituted.

75. In section 366 of the principal Act, in sub-section (2),—

(i) for the words "seven or more members", the words "two or more members"

shall be substituted;

(ii) in the proviso, after clause (vi), the following clause shall be inserted,

namely:—

"(vii) a company with less than seven members shall register as a private

company.".

76. In section 374 of the principal Act, after clause (d), the following proviso shall be

inserted, namely:—

“Provided that upon registration as a company under this Part a limited liability

partnership incorporated under the Limited Liability Partnership Act, 2008 shall be

deemed to have been dissolved under that Act without any further act or deed.”.

77. Section 379 of the principal Act shall be renumbered as sub-section (2) thereof

and before sub-section (2) as so renumbered, the following sub-section shall be inserted,

namely:—

"(1) Sections 380 to 386 (both inclusive) and sections 392 and 393 shall apply to

all foreign companies:

Provided that the Central Government may, by Order published in the Official

Gazette, exempt any class of foreign companies, specified in the Order, from any of the

provisions of sections 380 to 386 and sections 392 and 393 and a copy of every such

Order shall, as soon as may be after it is made, be laid before both Houses of Parliament.".

78. In section 384 of the principal Act, in sub-section (2), after the word and figures

"section 92", the words and figures "and section 135" shall be inserted.

79. In section 391 of the principal Act, for sub-section (2), the following sub-section

shall be substituted, namely:—

“(2) Subject to the provisions of section 376, the provisions of Chapter XX shall

apply mutatis mutandis for closure of the place of business of a foreign company in

India as if it were a company incorporated in India in case such foreign company has

raised monies through offer or issue of securities under this Chapter which have not

been repaid or redeemed.”.

80. In section 403 of the principal Act,—

(i) in sub-section (1), for the first and second provisos, the following provisos

shall be substituted, namely:—

“Provided that where any document, fact or information required to be

submitted, filed, registered or recorded, as the case may be, under section 92 or

137 is not submited, filed, registered or recorded, as the case may be, within the

period provided in those sections, without prejudice to any other legal action or

liability under this Act, it may be submitted, filed, registered or recorded, as the

case may be, after expiry of the period so provided in those sections, on payment

of such additional fee as may be prescribed, which shall not be less than one

hundred rupees per day and different amounts may be prescribed for different

classes of companies:

Provided further that where the document, fact or information, as the case

may be, in cases other than referred to in the first proviso, is not submitted, filed,

registered or recorded, as the case may be, within the period provided in the

Amendment of

section 366.

Amendment of

section 374.

Amendment of

section 379.

Amendment of

section 384.

Amendment of

section 391.

Amendment of

section 403.

6 of 2009.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

145

relevant section, it may, without prejudice to any other legal action or liability

under this Act, be submitted, filed, registered or recorded as the case may be, on

payment of such additional fee as may be prescribed and different fees may be

prescribed for different classes of companies:

Provided also that where there is default on two or more occasions in

submitting, filing, registering or recording of the document, fact or information,

it may, without prejudice to any other legal action or liability under this Act, be

submitted, filed, registered or recorded, as the case may be, on payment of a

higher additional fee, as may be prescribed and which shall not be lesser than

twice the additional fee provided under the first or the second proviso as

applicable.”;

(ii) for sub-section (2), the following sub-section shall be substituted, namely:—

“(2) Where a company fails or commits any default to submit, file, register

or record any document, fact or information under sub-section (1) before the

expiry of the period specified in the relevant section, the company and the

officers of the company who are in default, shall, without prejudice to the liability

for the payment of fee and additional fee, be liable for the penalty or punishment

provided under this Act for such failure or default.”.

81. For section 406 of the principal Act, the following section shall be substituted,

namely:—

'406. (1) In this section, "Nidhi" or "Mutual Benefit Society" means a company

which the Central Government may, by notification in the Official Gazette, declare to be

a Nidhi or Mutual Benefit Society, as the case may be.

(2) The Central Government may, by notification in the Official Gazette, direct

that any of the provisions of this Act specified in the notification—

(a) shall not apply to any Nidhi or Mutual Benefit Society; or

(b) shall apply to any Nidhi or Mutual Benefit Society with such exceptions,

modifications and adaptations as may be specified in the notification.

(3) A copy of every notification proposed to be issued under sub-section (2),

shall be laid in draft before each House of Parliament, while it is in session, for a total

period of thirty days, and if, both Houses agree in disapproving the issue of notification

or both Houses agree in making any modification in the notification, the notification

shall not be issued or, as the case may be, shall be issued only in such modified form

as may be agreed upon by both the Houses.

(4) In reckoning any such period of thirty days as is referred to in sub-section (3),

no account shall be taken of any period during which the House referred to in

sub-section (3) is prorogued or adjourned for more than four consecutive days.

(5) The copies of every notification issued under this section shall, as soon as

may be after it has been issued, be laid before each House of Parliament.'.

82. In section 409 of the principal Act, in sub-section (3),—

(i) in clause (a), for the words "out of which at least three years shall be in the

pay scale of Joint Secretary to the Government of India or equivalent or above in that

service", the words "and has been holding the rank of Secretary or Additional Secretary

to the Government of India" shall be substituted;

(ii) for clause (e), the following clause shall be substituted, namely:—

"(e) is a person of proven ability, integrity and standing having special knowledge

and professional experience of not less than fifteen years in industrial finance, industrial

management, industrial reconstruction, investment and accountancy.".

Substitution of

new section for

section 406.

Provision

relating to

Nidhis and its

application,

etc.

Amendment of

section 409.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

146

83. In section 410 of the principal Act, for the words “orders of the Tribunal”, the

words “orders of the Tribunal or of the National Financial Reporting Authority” shall be

substituted.

84. In section 411 of the principal Act, for sub-section (3), the following sub-section

shall be substituted, namely:—

"(3) A technical member shall be a person of proven ability, integrity and standing

having special knowledge and professional experience of not less than twenty-five

years in industrial finance, industrial management, industrial reconstruction, investment

and accountancy.".

85. In section 412 of the principal Act, for sub-section (2), the following sub-sections

shall be substituted, namely:—

"(2) The Members of the Tribunal and the Technical Members of the Appellate

Tribunal shall be appointed on the recommendation of a Selection Committee consisting

of—

(a) Chief Justice of India or his nominee—Chairperson;

(b) a senior Judge of the Supreme Court or Chief Justice of High Court—

Member;

(d) Secretary in the Ministry of Law and Justice—Member.

(2A) Where in a meeting of the Selection Committee, there is equality of votes on

any matter, the Chairperson shall have a casting vote.".

86. For section 435 of the principal Act, the following shall be substituted,

namely:—

"435. (1) The Central Government may, for the purpose of providing speedy trial

of offences under this Act, by notification, establish or designate as many Special

Courts as may be necessary.

(2) A Special Court shall consist of—

(a) a single judge holding office as Session Judge or Additional Session

Judge, in case of offences punishable under this Act with imprisonment of two

years or more; and

(b) a Metropolitan Magistrate or a Judicial Magistrate of the First Class, in

the case of other offences,

who shall be appointed by the Central Government with the concurrence of the Chief

Justice of the High Court within whose jurisdiction the judge to be appointed is

working.".

87. In section 438 of the principal Act, for the words "deemed to be a Court of Session",

the words "deemed to be a Court of Session or the court of Metropolitan Magistrate or a

Judicial Magistrate of the First Class, as the case may be," shall be substituted.

88. In section 439 of the principal Act, in sub-section (2), after the words "a

shareholder", the words "or a member" shall be inserted.

89. In section 440 of the principal Act, for the words "Court of Session", at both the

places, the words "Court of Session or the Court of Metropolitan Magistrate or a Judicial

Magistrate of the First Class, as the case may be" shall be substituted.

90. In section 441 of the principal Act, in sub-section (1), for the words "with fine

only", the words "not being an offence punishable with imprisonment only, or punishable

with imprisonment and also with fine" shall be substituted.

Amendment of

section 410.

Amendment of

section 411.

Amendment of

section 412.

Amendment of

section 435.

Establishment

of Special

Courts.

Amendment of

section 438.

Amendment of

section 439.

Amendment of

section 440.

Amendment of

section 441.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

147

91. After section 446 of the principal Act, the following sections shall be inserted,

namely:—

"446A. The court or the Special Court, while deciding the amount of fine or

imprisonment under this Act, shall have due regard to the following factors, namely:—

(a) size of the company;

(b) nature of business carried on by the company;

(d) nature of the default; and

(e) repetition of the default.

446B. Notwithstanding anything contained in this Act, if a One Person Company

or a small company fails to comply with the provisions of sub-section (5) of section 92,

sub-section (2) of section 117 or sub-section (3) of section 137, such company and

officer in default of such company shall be punishable with fine or imprisonment or

fine and imprisonment, as the case may be, which shall not be more than one-half of the

fine or imprisonment or fine and imprisonment, as the case may be, of the minimum or

maximum fine or imprisonment or fine and imprisonment, as the case may be, specified

in such sections.".

92. In section 447 of the principal Act,—

(i) after the words "guilty of fraud", the words "involving an amount of at least

ten lakh rupees or one per cent. of the turnover of the company, whichever is lower"

shall be inserted;

(ii) after the proviso, the following proviso shall be inserted, namely:—

"Provided further that where the fraud involves an amount less than ten

lakh rupees or one per cent. of the turnover of the company, whichever is lower,

and does not involve public interest, any person guilty of such fraud shall be

punishable with imprisonment for a term which may extend to five years or with

fine which may extend to twenty lakh rupees or with both.".

93. In section 458 of the principal Act, in sub-section (1), the proviso shall be omitted.

Insertion of

new section

446A.

Factors for

determining

level of

punishment.

Lesser

penalties for

One Person

Companies or

small

companies.

Amendment of

section 447.

Amendment of

section 458.

Dක. G. Nඉකඉඡඉඖඉ Rඉඒඝ,

Secretary to the Government of India.

(Re-published by Order of the Governor)

K. RAVIKUMAR,

Additional Secretary to Government,

Law Department.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

151

THE FIRST SCHEDULE

(See section 2)

REPEALS

Year

No.

Short title

Extent of repeal

1850

XXXVII

The Public Servants (Inquiries) Act, 1850

The whole.

1852

VIII

The Sheriffs' Fees Act, 1852

The whole.

1866

XXI

The Converts' Marriage Dissolution Act, 1866

The whole.

1867

The Ganges Tolls Act, 1867

The whole.

1892

The Marriages' Validation Act, 1892

The whole.

1897

The Public Servants (Inquiries) Amendment Act, 1897

The whole.

1897

The Repealing and Amending Act, 1897

The whole.

1897

XIV

The Indian Short Titles Act, 1897

The whole.

1899

XXIII

The Church of Scotland Kirk Sessions Act, 1899

The whole.

1901

The Amending Act, 1901

The whole.

1903

The Amending Act, 1903

The whole.

1928

XII

The Hindu Inheritance (Removal of Disabilities) Act, 1928

The whole.

1929

XXI

The Transfer of Property (Amendment) Supplementary Act, 1929

So much as is not

repealed.

1934

XXVII

The Assam Criminal Law Amendment (Supplementary) Act, 1934

The whole.

1935

XIII

The Jubbulpore and Chhattisgarh Divisions (Divorce Proceedings Validation) Act, 1935

The whole.

1936

The Decrees and Orders Validating Act, 1936

The whole.

1936

XVI

The Bangalore Marriages Validating Act, 1936

The whole.

1938

The Hindu Women's Right to Property (Amendment) Act, 1938

The whole.

1939

XXIX

The Indian Tariff (Fourth Amendment) Act, 1939

The whole.

1946

XXII

The Mica Mines Labour Welfare Fund Act, 1946

The whole.

1948

The Indian Matrimonial Causes (War Marriages) Act, 1948

The whole.

1948

The Imperial Library (Change of Name) Act, 1948

The whole.

1950

XXXIII

The Opium and Revenue Laws (Extension of Application) Act, 1950

The whole.

1951

The Code of Criminal Procedure (Amendment) Act, 1951

So much as is not

repealed.

1951

The Code of Civil Procedure (Amendment) Act, 1951

So much as is not

repealed.

1953

The Administration of Evacuee Property (Amendment) Act, 1953

The whole.

1954

The Ancient and Historical Monuments and Archaeological Sites and Remains

(Declaration of National Importance) Amendment Act, 1953

The whole.

1954

The Administration of Evacuee Property (Amendment) Act, 1954

The whole.

1955

The Code of Criminal Procedure (Amendment) Act, 1955

So much as is not

repealed.

1956

The Sales-Tax Laws Validation Act, 1956

The whole.

1956

The Representation of the People (Second Amendment) Act, 1956

The whole.

1956

The Code of Civil Procedure (Amendment) Act, 1956

So much as is not

repealed.

1956

The Ancient and Historical Monuments and Archaeological Sites and Remains

The whole.

(Declaration of National Importance) Amendment Act, 1956

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

152

1956

The Administration of Evacuee Property (Amendment) Act, 1956

The whole.

1956

The Young Persons (Harmful Publications) Act, 1956

The whole.

1956

100

The Motor Vehicles (Amendment) Act, 1956

The whole.

1959

The Central Excises and Salt (Amendment) Act, 1959

So much as is not

repealed.

1959

The Criminal Law (Amendment) Act, 1959

So much as is not

repealed.

1959

The Miscellaneous Personal Laws (Extension) Act, 1959

The whole.

1959

The Mineral Oils (Additional Duties of Excise and Customs) Amendment Act, 1959

So much as is not

repealed.

1959

The Married Women's Property (Extension) Act, 1959

The whole.

1960

The Displaced Persons (Compensation and Rehabilitation) Amendment Act, 1960

So much as is not

repealed.

1960

The Motor Vehicles (Amendment) Act, 1960

So much as is not

repealed.

1960

The Hindu Marriages (Validation of Proceedings) Act, 1960

The whole.

1960

The Central Excises (Conversion to Metric Units) Act, 1960

So much as is not

repealed.

1960

The Customs Duties and Cesses (Conversion to Metric Units) Act, 1960

So much as is not

repealed.

1960

The British Statutes (Application to India) Repeal Act, 1960

The whole.

1966

The Representation of the People (Amendment) Act, 1966

So much as is not

repealed.

1969

The Punjab Legislative Council (Abolition) Act, 1969

The whole.

1971

The Bengal Finance (Sales Tax) (Delhi Validation of Appointments and

The whole.

Proceedings) Act, 1971

1971

The Coal Bearing Areas (Acquisition and Development) Amendment and

The whole.

Validation Act, 1971

1972

The Limestone and Dolomite Mines Labour Welfare Fund Act, 1972

The whole.

1976

The Delhi Sales Tax (Amendment and Validation) Act, 1976

The whole.

1980

The Code of Criminal Procedure (Amendment) Act, 1980

So much as is not

repealed.

1981

The Cine-workers Welfare Cess Act, 1981

The whole.

1983

The Delegated Legislation Provisions (Amendment) Act, 1983

The whole.

1984

The Government of Union Territories (Amendment) Act, 1984

So much as is not

repealed.

1985

The Tea Companies (Acquisition and Transfer of Sick Tea Units) Act, 1985

The whole.

1985

The Banking Laws (Amendment) Act, 1985

So much as is not

repealed.

1986

The Additional Duties of Excise (Textiles and Textile Articles) Amendment Act, 1985

The whole.

1986

The Additional Duties of Excise (Goods of Special Importance) Second Amendment

The whole.

Act, 1985

1986

The Customs Tariff (Amendment) Act, 1985

The whole.

1986

The Administrative Tribunals (Amendment) Act, 1986

So much as is not

repealed.

1986

The Taxation Laws (Amendment and Miscellaneous Provisions) Act, 1986

The whole.

1999

The Contingency Fund of India (Amendment) Act, 1999

The whole.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

153

1999

The Securities Laws (Amendment) Act, 1999

The whole.

1999

The Securities Laws (Second Amendment) Act, 1999

The whole.

1999

The Vice-President's Pension (Amendment) Act, 1999

The whole.

2000

The President's Emoluments and Pension (Amendment) Act, 2000

The whole.

2000

The Protection of Human Rights (Amendment) Act, 2000

The whole.

2001

The Colonial Prisoners Removal (Repeal) Act, 2001

The whole.

2001

The Industrial Disputes (Banking Companies) Decision (Repeal) Act, 2001

The whole.

2001

The Judicial Administration Laws (Repeal) Act, 2001

The whole.

2001

The Indian Railway Companies (Repeal) Act, 2001

The whole.

2001

The Railway Companies (Substitution of Parties in Civil Proceedings) Repeal Act, 2001

The whole.

2001

The Hyderabad Export Duties (Validation) Repeal Act, 2001

The whole.

2001

The Code of Criminal Procedure (Amendment) Act, 2001

The whole.

2002

The St. John Ambulance Association (India) Transfer of Funds (Repeal) Act, 2002

The whole.

2002

The Code of Civil Procedure (Amendment) Act, 2002

The whole.

2002

The Vice-President's Pension (Amendment) Act, 2002

The whole.

2002

The National Institute of Pharmaceutical Education and Research (Amendment) Act, 2002

The whole.

2002

The Securities and Exchange Board of India (Amendment) Act, 2002

The whole.

2002

The North-Eastern Council (Amendment) Act, 2002

The whole.

2003

The Customs Tariff (Amendment) Act, 2003

The whole.

2003

The Prevention of Insults to National Honour (Amendment) Act, 2003

The whole.

2004

The Uttar Pradesh Reorganisation (Amendment) Act, 2003

The whole.

2004

The Special Tribunals (Supplementary Provisions) Repeal Act, 2004

The whole.

2004

The Unlawful Activities (Prevention) Amendment Act, 2004

The whole.

2005

The Securities Laws (Amendment) Act, 2004

The whole.

2005

The Central Excise Tariff (Amendment) Act, 2004

The whole.

2005

The Hire-purchase (Repeal) Act, 2005

The whole.

2005

The Prevention of Insults to National Honour (Amendment) Act, 2005

The whole.

2006

The Khadi and Village Industries Commission (Amendment) Act, 2006

The whole.

2006

The Delhi Special Police Establishment (Amendment) Act, 2006

The whole.

2006

The Union Duties of Excise (Electricity) Distribution Repeal Act, 2006

The whole.

2006

The Protection of Human Rights (Amendment) Act, 2006

The whole.

2006

The Jallianwala Bagh National Memorial (Amendment) Act, 2006

The whole.

2007

The Administrative Tribunals (Amendment) Act, 2007

The whole.

2007

The Taxation Laws (Amendment) Act, 2007

Sections 9 to 11.

2007

The National Institute of Pharmaceutical Education and Research (Amendment) Act, 2007

The whole.

2007

The Securities Contracts (Regulation) Amendment Act, 2007

The whole.

2008

The President's Emoluments and Pension (Amendment) Act, 2008

The whole.

2008

The Vice-President's Pension (Amendment) Act, 2008

The whole.

2008

The Unlawful Activities (Prevention) Amendment Act, 2008

The whole.

2009

The Governors (Emoluments, Allowances and Privileges) Amendment Act, 2008

The whole.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

156

3. In this Act, unless the context otherwise requires,—

(a) "appointed day" means the date appointed under sub-section (2) of section 1

for coming into force of this Act;

(b) "Board" means the Board of Governors of the Institute constituted under

sub-section (1) of section 5;

(d) "Director" means the Director of the Institute appointed under section 20;

(e) "fund" means the fund of the Institute to be maintained under section 24;

(f) "General Council" means the General Council constituted under sub-section (1)

of section 15;

(g) "Institute" means the Indian Institute of Petroleum and Energy incorporated

under section 4;

(h) "President" means the President of the Board appointed under clause (a) of

sub-section (1) of section 5;

(i) "Registrar" means the Registrar of the Institute referred to in section 21;

(j) "Senate" means the Senate of the Institute referred to in section 17;

(k) "Society" means the Indian Institute of Petroleum and Energy Society,

Vishakhapatnam, Andhra Pradesh registered under the Andhra Pradesh Societies

Registration Act, 2001; and

(l) "Statutes" and "Ordinances" mean, respectively, the Statutes and the

Ordinances of the Institute made under this Act.

4. The Indian Institute of Petroleum and Energy, Vishakhapatnam, Andhra Pradesh,

an institution registered under the Andhra Pradesh Societies Registration Act, 2001, shall be

a body corporate having perpetual succession and a common seal with power, subject to the

provisions of this Act, to acquire, hold and dispose of property and to contract, and shall, by

that name, sue and be sued.

5. (1) With effect from such date as the Central Government may, by notification in the

Official Gazette, appoint, there shall be constituted by the Central Government for the purposes

of this Act, a Board to be known as the Board of Governors consisting of the following

members, namely:—

(a) the President to be appointed by the Central Government in such manner as

may be provided by the Statutes:

Provided that the first President shall be appointed by the Central Government on

such terms and conditions as it deems fit, for a period not exceeding six months from the date

the first Statutes comes into force;

(b) the Director of the Institute, ex officio;

nominated by the Central Government.

Explanation.—For the purposes of this clause, promoting companies mean

those companies contributing to the endowment fund referred to in section 25;

(d) one Professor of the Indian Institute of Science, Bangalore to be nominated

by the Director of that Institute;

(e) five eminent experts in the field of petroleum technology, renewable and

non-renewable energy covering the entire hydrocarbon value chain having specialised

knowledge or operational experience in respect of education, research, engineering

Definitions.

Andhra

Pradesh Act

35 of 2001.

Incorporation

of Institute.

Constitution

of Board of

Governors.

Andhra

Pradesh Act

35 of 2001.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

157

and technology to be nominated by the General Council, in consultation with the

Director of the Institute;

( f ) two Professors of the Institute to be nominated by the Senate of the

Institute; and

(g) one representative of the graduates of the Institute to be nominated by the

Executive Committee of the Alumni Association.

(2) The Registrar of the Institute shall act as the Secretary of the Board.

(3) The Board shall ordinarily meet four times during a calendar year.

6. (1) Save as otherwise provided in this section, the term of office of the President or

any other member of the Board, other than ex officio members, shall be three years from the

date of his appointment or nomination thereto.

(2) An ex officio member shall cease to be a member of the Board as soon as he vacates

the office by virtue of which he is a member of the Board.

(3) The term of a member nominated to fill a casual vacancy shall continue for the

remainder of the term of the member in whose place he has been nominated.

(4) Notwithstanding anything contained in this section, an outgoing member shall,

unless the Central Government otherwise directs, continue in office until another person is

nominated as a member in his place.

(5) The members of the Board shall be entitled to such allowances, if any, from the

Institute, as may be provided for in the Statutes, but no member other than the member

referred to in clause (f) of section 5 shall be entitled to any salary.

7. On and from the appointed day and subject to the other provisions of this Act, all

properties which had vested in the Society immediately before that day, shall, on and from

that day, vest in the Institute.

8. On and from the appointed day,—

(a) any reference to the Society in any contract or other instrument shall be

deemed as a reference to the Institute;

(b) all the rights and liabilities of the Society shall be transferred to, and be the

rights and liabilities of, the Institute.

9. The Institute shall perform the following functions, namely:—

(i) nurture and promote quality and excellence in education and research in the

area of petroleum and hydrocarbons and energy;

(ii) provide for programmes and courses of instruction and research leading to

the award of the Bachelors, Masters and Doctoral degrees in engineering and

technology, management, sciences and arts in the area of petroleum and hydrocarbons

and energy;

(iii) grant, subject to such conditions as the Institute may determine, degrees,

diplomas, certificates or other academic distinctions or titles at various academic levels

to candidates who have attained the prescribed standard of proficiency as judged on

the basis of examination or on any other basis of testing and evaluation and to withdraw

any such degrees, diplomas, certificates or other academic distinctions or titles for

good and sufficient reasons;

(iv) confer honorary degrees or other distinctions and to institute and award

fellowships, scholarships, exhibitions, prizes and medals;

(v) lay down standards of admission to the Institute through an examination or

any other method of testing and evaluation;

Term of

office of,

vacancies

among, and

allowances

payable to,

members of

Board.

Vesting of

properties.

Effect of

incorporation

of Institute.

Functions of

Institute.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

158

(vi) manage the content, quality, design and continuous evaluation of its academic

and research programmes in a manner that earns accreditation of an international

stature;

(vii) promote research and development for the benefit of oil, gas and

petrochemical industry and the energy sector through the integration of teaching and

research;

(viii) foster close educational and research interaction through networking with

national, regional and international players in the oil, gas and petrochemical industry

and the energy sector;

(ix) co-operate with educational and research institutions in any part of the

world having objects wholly or partly similar to those of the Institute by exchange of

teachers and scholars, conduct of joint research, undertaking sponsored research and

consultancy projects, etc;

(x) organise national and international symposia, seminars and conferences in

the area of petroleum and hydrocarbons and energy;

(xi) establish, maintain and manage halls, residences and hostels for students

and to lay down conditions for residing in the halls and hostels;

(xii) supervise, control and regulate the discipline of all categories of employees

of the Institute and to make arrangements for promoting their health and general

welfare;

(xiii) supervise and regulate the discipline of students and to make arrangements

for promoting their health, general welfare and cultural and corporate life;

(xiv) frame Statutes and to alter, modify or rescind the same;

(xv) deal with any property belonging to or vested in the Institute in such

manner as the Institute may deem fit for advancing its objects;

(xvi) receive gifts, grants, donations or benefactions from the Central Government

and the State Governments and to receive bequests, donations, grants and transfers

of movable or immovable properties from testators, donors, transferors, alumni, industry

or any other person;

(xvii) borrow money for the purposes of the Institute with or without security

of the property of the Institute;

(xviii) integrate new technology in the classroom to encourage student-centric

learning strategies and the development of an attitude for learning;

(xix) develop and maintain an information resource centre of print and non-print

knowledge resources in the field of petroleum sector covering the entire hydrocarbon

value chain as well as other related areas of energy, science and technology;

(xx) provide for further education to the working professionals and other

employees of the Institute in the advanced areas of technology relating to oil, gas,

complete hydrocarbon value chain and energy;

(xxi) offering customised programmes that serve the current and ongoing needs

of working professionals for continuing education at the cutting-edge of petroleum

and energy sector at the campus of the Institute or at company site;

(xxii) encouraging industry to sponsor their staff to join the Institute for higher

degrees and work on problems that interest the sponsoring industry thus helping

develop deeper interactions and a research environment in the industry;

(xxiii) fostering the creation of new basic knowledge and applied technology

and its active transmission to companies for the benefit of the nation and for this

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

159

purpose establishing an Intellectual Property Rights cell to patent the new

developments made at the Institute and to license them nationally and internationally;

(xxiv) being proactive in supporting the skill development programmes of the

Government of India by training people in various related areas by way of certificate

and diploma courses at the campus of the Institute or at other locations and involving

industry in design and conduct of curricula;

(xxv) giving broad focus to the functioning of the Institute in the area of petroleum

and petroleum related technologies under the wide umbrella of energy; and

(xxvi) doing all such things, not specifically covered above, as may be necessary,

incidental or conducive to the attainment of all or any of the objects of the Institute.

10. (1) Subject to the provisions of this Act, the Board shall be responsible for the

general superintendence, direction and control of the affairs of the Institute and shall

exercise all the powers not otherwise provided for by this Act, the Statutes and the Ordinances,

and shall have the power to review the acts of the Senate.

(2) Without prejudice to the provisions of sub-section (1), the Board shall—

(a) take decisions on questions of policy relating to the administration and

working of the Institute;

(b) lay down policy regarding the duration of the courses, nomenclature of the

degrees and other distinctions to be conferred by the Institute;

other academic distinctions in respect of the courses offered by the Institute;

(d) lay down policy regarding the cadre structure, qualification, the method of

recruitment and conditions of service of the teaching and research faculty as well as

other employees of the Institute;

(e) guide resource mobilisation of the Institute and to lay down policies for

investment;

(f) consider and approve proposals for taking loans for purposes of the Institute

with or without security of the property of the Institute;

(g) frame Statutes and to alter, modify or rescind the same;

(h) consider and pass resolutions on the annual report, the annual accounts and

the budget estimates of the Institute for the next financial year as it thinks fit together

with a statement of its development plans;

(i) create academic, administrative, technical and other posts and to make

appointments thereto and to provide avenues for their growth and development;

(j) examine and approve the development plans of the Institute and the financial

implications of such plans;

(k) examine and approve the annual operation and capital budget estimates of

Institute for the next financial year and to sanction expenditure within the limits of the

approved budget;

(l) receive gifts, grants, bequests, donations or benefactions and transfer of

movable or immovable properties from the Central Government and the State

Governments and from testators, donors, or transferors, as the case may be, and to

have custody of the funds of the Institute;

(m) fix, demand and receive fees and other charges;

(n) to sue and defend all legal proceedings on behalf of the Institute; and

Powers of

Board.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

160

(o) do all such things as may be necessary, incidental or conducive to the

attainment of all or any of the aforesaid powers.

(3) The Board shall have the power to appoint such committees as it considers necessary

for the exercise of its powers and the performance of its duties under this Act.

(4) The Board shall have the power to establish campus and academic centres at any

place within or outside India:

Provided that no campus or academic centre shall be established outside India without

the prior approval of the Central Government.

(5) Notwithstanding anything contained in section 4, the Board shall not dispose of in

any manner, any immovable property of the Institute without prior approval of the Central

Government.

(6)The Board may, through a specific resolution to this effect, delegate any of its

powers and duties to the President, Director, any officer or any authority of the Institute

subject to reserving the right to review the action that may be taken under such delegated

authority.

11. (1) The Institute shall be open to persons of either sex and of whatever race, creed,

caste or class, and no test or condition shall be imposed as to religious belief or profession

in admitting students, appointing teachers or employees or in any other connection

whatsoever.

(2) No bequest, donation or transfer of any property shall be accepted by the Institute

which in the opinion of the Board involves conditions or obligations opposed to the spirit

and object of this section.

12. All teaching and other academic activities at the Institute shall be conducted by

or in the name of the Institute in accordance with the Statutes and the Ordinances made in

this behalf.

13. (1) The President of India shall be the Visitor of the Institute.

(2) The Visitor may appoint one or more persons to review the work and progress of

the Institute and to hold inquiries into the affairs thereof and to report thereon in such

manner as the Visitor may direct.

(3) Upon receipt of any such report, the Visitor may take such action and issue such

directions as he considers necessary in respect of any of the matters dealt with in the report

and the Institute shall be bound to comply with such directions.

14. The following shall be the authorities of the Institute, namely:—

(a) the General Council;

(b) the Board of Governors;

(c ) the Senate; and

(d) such other authorities as may be declared by the Statutes to be the authorities

of the Institute.

15. (1) With effect from such date as the Central Government may, by notification in

the Official Gazette, appoint, there shall be constituted, for the purposes of this Act, a body

to be known as the General Council.

(2) The General Council shall consist of the following members, namely:—

(a) the Secretary, Ministry of Petroleum and Natural Gas in the Central

Government, ex officio, who shall be the Chairperson;

(b) the Chairman, Indian Oil Corporation Limited, ex officio;

Institute to be

open to all

races, creeds

and classes.

Teaching at

the Institute.

Visitor.

Authorities of

Institute.

Constitution

of General

Council.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

161

Limited, ex officio;

(d) the Chairman and Managing Director, Oil and Natural Gas Corporation,

ex officio;

(e) the Chairman and Managing Director, Gas Authority of India Limited,

ex officio;

(f) the Director General of Hydrocarbons, ex officio;

(g) the Principal Advisor (Energy), NITI Aayog, ex officio;

(h) the Executive Director, Oil Industry Safety Directorate, ex officio;

(i) the Director, Indian Institute of Science, Bangalore, ex officio;

(j) the Director, Indian Institute of Chemical Technology, Hyderabad, ex officio;

(k) the Secretary, Oil Industry Development Board, ex officio;

(l) the President of the Board, ex officio;

(m) the Director of the Institute , ex officio; and

(n) persons, not less than two but not exceeding four, representing the private

entities in the field of petroleum sector operating in the country, to be nominated by

the Chairperson.

(3) The Registrar of the Institute shall be the ex officio Secretary of the General

Council.

(4) The Chairperson shall have the power to invite any person who is not a member of

the General Council to attend its meeting but such invitee shall not be entitled to vote.

16. Subject to the provisions of this Act, the General Council shall have the following

powers and functions, namely:—

(a) review from time to time the broad policies and programmes of the Institute

and to suggest measures for the improvement, development and expansion of the

Institute thereof;

(b) consider the annual statement of accounts including a balance-sheet together

with the audit report thereto and the observations of the Board of Governors thereon

and to suggest improvements in fiscal management of the Institute;

advise measures for improvement of performance and for confidence-building between

the Institute and its stakeholders;

(d) provide credibility, aura, connectivity and contacts for the Institute especially

with regard to student placement and resource mobilisation;

(e) advise the Institute and its Board in respect to new cutting edge areas of

technology in the domain of energy and hydrocarbon development including oil, gas,

renewable and non-renewable energy, etc., that the Institute needs to pursue, as well

as in respect of any other matter referred to it by the Board for advice; and

(f) advise the Institute and its Board in respect of the advanced areas of

technology in the field of petroleum sector covering the entire hydrocarbon value

chain as well as in respect of any other matter that may be referred to it for advice by

the Board.

17. The Senate of the Institute shall be the principal academic body and its composition

shall be such as may be provided by the Statutes.

Powers and

functions of

General

Council.

Senate.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

162

18. Subject to the provisions of this Act, the Statutes and the Ordinances, the Senate

shall have the control and general regulation, and be responsible for the maintenance of

standards of instruction, education and examination in the Institute and shall exercise such

other powers and perform such other duties as may be conferred or imposed upon it by the

Statutes.

19. (1) The President shall ordinarily preside at the meetings of the Board and at the

Convocations of the Institute.

(2) It shall be the duty of the President to ensure that the decisions taken by the Board

are implemented.

(3) The President shall exercise such other powers and perform such other duties as

may be assigned to him by this Act or the Statutes.

20. (1) The Director of the Institute shall be appointed by the Central Government in

such manner and on such terms and conditions as may be provided by the Statutes:

Provided that the first Director shall be appointed by the Central Government on such

terms and conditions as it deems fit, for a period not exceeding one year from the date the first

Statutes come into force.

(2) The Director shall be the principal academic and executive officer of the Institute

and shall be responsible for the proper administration and academic performance of the

Institute and for imparting of instruction and maintenance of discipline therein.

(3) The Director shall submit annual reports and accounts to the Board.

(4) The Director shall exercise such other powers and perform such other duties as

may be assigned to him by this Act, the Statutes or the Ordinances.

21. (1) The Registrar of the Institute shall be appointed in such manner and on such

terms and conditions as may be provided by the Statutes and shall be the custodian of

records, the common seal, the funds of the Institute and such other property of the Institute

as the Board shall commit to his charge.

(2) The Registrar shall act as the Secretary of the General Council, the Board, the

Senate and such committees as may be provided by the Statutes.

(3) The Registrar shall be responsible to the Director for the proper discharge of his

functions.

(4) The Registrar shall exercise such other powers and perform such other duties as

may be assigned to him by this Act, the Statutes or by the Director.

22. The powers and duties of authorities and officers, other than those hereinbefore

mentioned, shall be determined by the Statutes.

23. For the purpose of enabling the Institute to discharge its functions efficiently

under this Act, the Central Government may, after due appropriation made by Parliament by

law in this behalf, pay to the Institute such sums of money and in such manner as it may

think fit.

24. (1) The Institute shall maintain a fund to which shall be credited—

(a) all moneys provided by the Central Government;

(b) all fees and other charges;

benefactions, bequests or transfers; and

Functions of

Senate.

President of

Board.

Director.

Registrar.

Powers and

duties of

other

authorities

and officers.

Grants by

Central

Government.

Fund of

Institute.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

163

(d) all moneys received by the Institute in any other manner or from any other

source.

(2) All moneys credited to the fund shall be deposited in such banks or invested in

such manner as may be decided by the Board.

(3) The fund shall be applied towards meeting the expenses of the Institute including

expenses incurred in the exercise of its powers and discharge of its duties under this Act.

25. Notwithstanding anything contained in section 24, the Institute may,—

(a) set-up an endowment fund and any other fund for a specified purpose; and

(b) transfer money from its fund to the endowment fund or any other fund.

26. The Institute shall prepare, in such form and at such time every year, a budget in

respect of the financial year next ensuing, showing the estimated receipts and expenditure of

the Institute and shall forward to the Central Government such number of copies thereof as

may be provided by the Statutes.

27. (1) The Institute shall maintain proper accounts and other relevant records and

prepare an annual statement of accounts, including the balance-sheet, in such form as may

be prescribed by the Central Government in consultation with the Comptroller and

Auditor-General of India.

(2) The accounts of the Institute shall be audited by the Comptroller and Auditor-General

of India and any expenditure incurred by him in connection with such audit shall be payable

by the Institute to the Comptroller and Auditor-General of India.

(3) The Comptroller and Auditor-General of India and any person appointed by him in

connection with the audit of the accounts of the Institute shall have the same rights,

privileges and authority in connection with such audit as the Comptroller and Auditor-General

of India has in connection with the audit of the Government accounts, and, in particular, shall

have the right to demand the production of books, accounts, connected vouchers and other

documents and papers and to inspect the offices of the Institute.

(4)The accounts of the Institute as certified by the Comptroller and Auditor-General

of India or any other person appointed by him in this behalf together with the audit report

thereon shall be forwarded annually to the Central Government and that Government shall

cause the same to be laid before each House of Parliament.

28. The Institute shall prepare for every year a report of its activities during that year

and submit the report to the Central Government in such form and on or before such date as

may be provided by the Statutes and a copy of this report shall be laid before both Houses

of Parliament within one month of its receipt.

29. (1) The Institute shall constitute for the benefit of its employees, including the

Director, such pension, insurance and provident fund scheme as it deems fit, in such manner

and subject to such conditions as may be provided by the Statutes.

(2) Where any such provident fund has been so constituted, the Central Government

may declare that the provisions of the Provident Funds Act, 1925 shall apply to such fund as

if it were a Government provident fund.

30. All orders and decisions of the Institute shall be authenticated by the Director or

any other member authorised by the Institute in this behalf and all other instruments shall be

authenticated by the signature of the Director or such officers as may be authorised by the

Institute.

31. All appointments of the staff of the Institute, except that of the Director shall be

made in accordance with the procedure laid down in the Statutes,—

(a) by the Board, if the appointment is made on the academic staff in the post of

Assistant Professor or above or if the appointment is made on the non-academic staff

Setting-up of

endowment

fund.

Budget of

Institute.

Accounts and

audit.

Annual

report.

Pension,

provident

fund, etc.

Authentication

of orders and

instruments of

Institute.

Appointments.

19 of 1925.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

164

in any cadre, the maximum of the pay scale for which is the same or higher than that of

Assistant Professor; and

(b) by the Director, in any other case.

32. Subject to the provisions of this Act, the Statutes may provide for all or any of the

following matters, namely:—

(a) the formation of departments of teaching and other academic units;

(b) the institution of fellowships, scholarships, exhibitions, medals and prizes;

duties and other terms and conditions of service of the officers of the Institute including

the President, the Director, the Registrar, and such other officers as may be declared as

officers of the Institute by the Statutes;

(d) the classification, the method of appointment and the determination of the

terms and conditions of service of officers, teachers and other staff of the Institute;

(e) the reservation of posts for the Scheduled Castes, the Scheduled Tribes and

other categories of persons as may be determined by the Central Government;

(f) the form in which and the time at which the budget and reports shall be

prepared by the Institute;

(g) the form of annual report;

(h) the constitution of pension, insurance and provident funds for the benefit of

the officers, teachers and other staff of the Institute;

(i) the constitution, powers and duties of the other authorities of the Institute

referred to in clause (d) of section 14;

(j) the delegation of powers;

(k) the code of conduct, disciplinary actions thereto for misconduct including

removal from service of employees on account of misconduct and the procedure for

appeal against the actions of an officer or authority of the Institute;

(l) the conferment of honorary degrees;

(m) the establishment and maintenance of halls, residences and hostels;

(n) the authentication of the orders and decisions of the Board; and

(o) any other matter which by this Act is to be, or may be, provided by the

Statutes.

33. (1) The first Statutes of the Institute shall be framed by the Central Government

and a copy of the same shall be laid, as soon as may be after it is made, before each House of

Parliament.

(2)The Board may, from time to time, make new or additional Statutes or may amend or

repeal the Statutes in the manner hereafter in this section provided.

(3) A new Statute or addition to the Statutes or any amendment or repeal of a Statute

shall require the previous approval of the General Council who may assent thereto or withhold

assent or remit it to the Board for consideration.

(4) A new Statute or a Statute amending or repealing an existing Statute shall have no

validity unless it has been assented to by the General Council.

34. Subject to the provisions of this Act and the Statutes, the Ordinances may provide

for all or any of the following matters, namely:—

(a) the admission of the students to the Institute;

Statutes.

Statutes how

made.

Ordinances.

June 27, 2018]

TAMIL NADU GOVERNMENT GAZETTE

165

(b) the reservation for the Scheduled Castes, the Scheduled Tribes and other

categories of persons;

of the Institute;

(d) the conditions under which students shall be admitted to the degree, diploma

and certificate courses and to the examinations of the Institute and the eligibility

conditions for awarding the same;

(e) the conditions of award of the fellowships, scholarships, exhibitions, medals

and prizes;

(f) the conditions and manner of appointment and duties of examining bodies,

examiners and moderators;

(g) the conduct of examinations;

(h) the maintenance of discipline among the students of the Institute;

(i) the fees to be charged for courses of study at the Institute and for admission

to the examinations;

(j) the conditions of residence of students of the Institute and the levying of the

fees for residence in the halls and hostels and of other charges; and

(k) any other matter which by this Act or the Statutes is to be, or may be,

provided for by the Ordinances.

35. (1) The First Ordinance of the Institute shall be framed by the Central Government.

(2) Save as otherwise provided in this section, Ordinances shall be made by the

Senate.

(3) All Ordinances made by the Senate shall have effect from such date as it may direct,

but every Ordinance so made shall be submitted, as soon as may be, to the Board and shall

be considered by the Board at its next succeeding meeting.

(4) The Board shall have power by resolution to modify or cancel any such Ordinance

and such Ordinance shall from the date of such resolution stand modified accordingly or

cancelled, as the case may be.

36. The authorities of the Institute may have their own rules of procedure, consistent

with the provisions of this Act, the Statutes and the Ordinances for the conduct of their own

business and that of the committees, if any, appointed by them and not provided for by this

Act, the Statutes or the Ordinances.

37. (1) Any dispute arising out of a contract between the Institute and any of its

employees shall, at the request of the employee concerned or at the instance of the Institute,

be referred to a Tribunal of Arbitration consisting of one member appointed by the Institute,

one member nominated by the employee, and an umpire appointed by the Visitor.

(2) The decision of the Tribunal of Arbitration shall be final.

(3) No suit or proceeding shall lie in any court in respect of any matter which is

required by sub-section (1) to be referred to the Tribunal of Arbitration.

(4) The Tribunal of Arbitration shall have power to regulate its own procedure.

(5) Nothing in any law for the time being in force relating to arbitration shall apply to

arbitrations under this section.

Ordinances

how made.

Conduct of

business by

authorities of

Institute.

Tribunal of

Arbitration.

TAMIL NADU GOVERNMENT GAZETTE

[Part IV—Sec. 4

166

38. No act of the Institute or the General Council or Board or Senate or any other body

set-up under this Act or the Statutes, shall be invalid merely by reasons of—

(a) any vacancy in, or defect in the constitution thereof, or

(b) any defect in the election, nomination or appointment of a person acting as a

member thereof, or

39. Notwithstanding anything in the University Grants Commission Act, 1956 or in

any other law for the time being in force, the Institute shall have power to grant degrees and

other academic distinctions and titles under this Act.

40. Notwithstanding anything in this Act, whenever the Institute receives funds from

any Government, the University Grants Commission or any other agency including industry

sponsoring a research scheme, a consultancy assignment, a teaching programme or a chaired

professorship or a scholarship, to be executed or endowed at the Institute,—

(a) the amount received shall be kept by the Institute separately from the fund

of the Institute and utilised only for the purpose of the scheme; and

(b) the staff required to execute the same shall be recruited in accordance with

the terms and conditions stipulated by the sponsoring organisation:

Provided that any money remaining unutilised under clause (a) shall be transferred to

the endowment fund created under section 25.

41. The Institute shall carry out such directions as may be issued to it from time to time

by the Central Government for the efficient administration of this Act.

42. If in, or in connection with, the exercise of its powers and discharge of its

functions by the Institute under this Act, any dispute or difference arises between the

Institute and the Central Government, the decision of the Central Government thereon shall

be final.

43. (1) If any difficulty arises in giving effect to the provisions of this Act, the Central

Government may, by order, published in the Official Gazette, make such provisions or give

such directions not inconsistent with the provisions of this Act, as appears to it to be

necessary or expedient for removing the difficulty:

Provided that no such order shall be made after the expiry of two years from the

appointed day.

(2) Every order made under this section shall be laid, as soon as may be after it is made,

before each House of Parliament.

44. Notwithstanding anything contained in this Act,—

(a) the Board of Governors of the Society functioning as such immediately

before the commencement of this Act shall continue to so function until a new Board

is constituted for the Institute under this Act, but on the constitution of a new Board

under this Act, the members of the Board holding office before such constitution shall

cease to hold office; and

(b) until the first Statutes and the Ordinances are made under this Act, the

Statutes and the Ordinances of the Indian Institute of Petroleum and Energy Society,

as in force, immediately before the commencement of this Act, shall continue to

apply to the Institute insofar as they are not inconsistent with the provisions of

this Act.

Acts and

proceedings

not to be

invalidated by

vacancies.

Grant of

degrees, etc.,

by Institute.