Friday, February 6, 2015

BS :Arun Jaitley, not Arvind Kejriwal, has to answer on bogus address firms

It has become a kind of a ritual for reporters to go into slums and other nondescript places looking for registered offices of dubious entities. To their delight, they encounter people and sights that makes for great television and copy. 

Like in umpteen instances before, one of which was the Purti episode of Nitin Gadkari in 2012, some companies without proper addresses are at the centre of allegations against the Aam Aadmi Party. Gadkari was then in line for a second term as the BJP President and was a prime ministerial hopeful.

As reporters found one room homes of poor people and sundry shops as the registered offices of some shareholders, it made for great stories and Gadkari was soon out of the BJP PM race. He called for investigations, was issued notices and even given clean chit. Today, he is an important member of the cabinet. Arguably, he could have been more important, but for the Purti episode.

Soon after the Purti episode broke out, several commentators including this one had pointed out the role and possible lapses on the part of Registrar of Companies in the entire episode (Read: The joke is on you). While even a roadside cyber cafĂ© in the capital asks for separate Identity proofs and address proofs, why can’t the registrar exercise proper verification of the addresses claimed by companies as their registered offices, I had argued.

Following this, In December 2012, the ministry of corporate affairs (MCA) issued an advertisement announcing tightening of rules regarding address proofs of registered offices. The advertisements asked corporates and professionals to provide details of registered offices, whether it is owned or leased and proof of registered office address has been made mandatory. The ministry gave 180 days to rectify mistakes and cautioned corporates and professionals to be more vigilant and careful in certification and verification while providing the details in the forms to avoid penal action. 

Accordingly, a new form 18 came into effect from December 25, 2012 that required verification by a practicing chartered accountant/ company secretary / cost accountant.  

Now, if there was an egg shop in the place where the registered office of Goldmine Buildcon PVt Ltd was supposed to be there, Who is responsible? Was that December 2012 advertisement just an eye wash?

Goldmine, one of the four companies that donated Rs 50 lakh to Aam Aadmi Party and is alleged of money laundering, was incorporated in 2005. In April 2013, it decided to change its registered office from “T358, Gali no.9, Gautampuri, Delhi 110053 “ to  “D-8, Gokalpuri, New Delhi, East Delhi, Delhi 110094.” The company in its form 18 described the new premises as “owned by any other entity/ person (not taken on lease by company)”. 

Did Goldmine submit the address proof? MCA filings show that Goldmine submitted BSES Yamuna Power’s  Electricity Bill dated 30-11-2012. It was in the name of one “Ram Sukh”.  The company has upfront stated that “the premises neither belonged to the company, its directors or was it leased from one of the directors”. It was owned by an unrelated person and was not leased by the company, according to the submission. I am still figuring out if it is none of the above then what kind of relationship Ram Sukh and Goldmine have. Did the bell not ring in the minds of officials at the Registry?

What kind of due diligence did the Ministry of Corporate Affairs do on these submissions? If they did due diligence, why did they not find that there was a egg shop and no registered office in one of the addresses? 

Even when it put out its December 2012 advertisements, MCA probably realised that it can’t go and check addresses of thousands of companies. It passed the buck. 

Therefore, Form 18 requires a certification from a professional. Goldmine’s Form 18 was signed by a chartered accountant by name Sudhanshu Bansal, who has the membership number 500616. “I further certify that I have personally visited the new address, verified it and I am of the opinion that the premises are indeed at the disposal of the applicant company,” his certification for goldmine’s new address says. 

Now, it is open for this professional to argue that on the date of certification there was an office. If it was wrapped up subsequently or wiped off the face of the earth, how can she be held responsible? Fair point. Does that absolve the Ministry of its responsibility to keep its turf clean and prevent it from becoming a money laundering paradise? 

Vide rules notified in 2014, MCA has brought in a new form INC 22, the requirements of this form are even more elaborate. It won’t take utility bills older than two months for address proof, it requires an authorization from the owner of premises to use it as the registered office. 

1) the registered document of the title of the premises of the registered office in the name of the company; or

2) the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

3) the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

4) the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

You can ask for endless lists of documents, but if there are no cross verifications or  punishment for lapses, how will things get better?

If the MCA cannot spare time and manpower on ground checks, why is it even asking for the documents? People can fudge, forge or even submit blank papers as attachments and get away. Goldmine is an irrefutable evidence that the life of crooks has not changed one bit despite all the so-called process improvements by MCA. 

Ironically, the end result of all these measures is that while the life of crooks continues to remain easy, genuine entrepreneurs continue to get harassed more and more. A friend who incorporated recently spent loads of precious time and energy and is a living example of this duplicity in law enforcement. 

Who is supposed to look into such shoddy affairs of the Ministry of Corporate Affairs? the minister.   

Who is the Union minister of Corporate Affairs? 

Is it Arvind Kejriwal or  Arun Jaitley?

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