The Disciplinary Committee of the Institute of Chartered Accountants of India (ICAI) has reprimanded CA. Himanshu for professional misconduct. The complaint was filed by Ms. V. Annapoorna, Deputy Registrar of Companies, Karnataka. The committee found that CA. Himanshu was negligent in his professional duties while incorporating two companies, M/s Asunto Technology Private limited and M/s Smackfree Technology Private Limited. During the hearing on January 20, 2025, the committee noted that the chartered accountant had not personally visited and verified the registered office of the companies, instead relying on another professional’s verification. He also failed to attach mandatory DIR-2 consent forms as per the Companies Act, 2013 and ICAI guidelines. Although he claimed to have attached them as optional documents, the committee found no evidence to support this and concluded that he had acted negligently. As a result, the committee ordered a reprimand against him under Section 21B(3)(a) of the Chartered Accountants Act, 1949.
THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA
(Set up by an Act of Parliament)
[DISCIPLINARY COMMITTEE [BENCH-IV (2024-2025)]
[Constituted under Section 21B of the Chartered Accountants Act, 1949]
ORDER UNDER SECTION 21B(3) OF THE CHARTERED ACCOUNTANTS ACT, 1949 READ WITH RULE 19(1) OF THE CHARTERED ACCOUNTANTS (PROCEDURE OF INVESTIGATIONS OF PROFESSIONAL AND OTHER MISCONDUCT AND CONDUCT OF CASES) RULES, 2007.
[PR/G/131/22-DD/119/2022/DC/1729/2023]
In the matter of:
Ms. V. Annapoorna,
Versus
CA. Himanshu
MEMBERS PRESENT:
1. CA. Ranjeet Kumar Agarwal, Presiding Officer (In person)
2. Shri Jiwesh Nandan, I.A.S (Retd.), Government Nominee (In person)
3. Dakshita Das, I.R.A.S. (Retd.), Government Nominee (Through VC)
4. CA. Mangesh P Kinare, Member (Through VC)
5. CA. Abhay Chhajed, Member (In person)
DATE OF HEARING : 20th January 2025
DATE OF ORDER : 04th February 2025
1. That vide Findings dated 10.10.2024 under Rule 18(17) of the Chartered Accountants (Procedure of Investigations of Professional and Other Misconduct and Conduct of Cases) Rules, 2007, the Disciplinary Committee was inter-alia of the opinion that CA. Himanshu (hereinafter referred to as the Respondent”) is GUILTY of Professional Misconduct falling within the meaning of Item (7) of Part (I) of the Second Schedule to the Chartered Accountants Act, 1949.
2. That pursuant to the said Findings, an action under Section 213(3) of the Chartered Accountants (Amendment) Act, 2006 was contemplated against the Respondent and a communication was addressed to him thereby granting an opportunity of being heard in person/ through video conferencing and to make representation before the Committee on 20th January 2025.
3. The Committee noted that on the date of hearing on 20th January 2025, the Respondent was present through video conferencing. Thereafter, the Committee asked the Respondent to make submissions in the matter. The Respondent stated that he had already submitted his written representation dated 13th November 2024 on the Findings of the Committee and has no further submissions. The Committee also noted the written representation of the Respondent dated 13th November 2024 on the Findings of the Committee, which, inter alia, are given as under:-
(a) Form DIR 2 was attached with the Spice+ Form INC-32 under the head ‘Optional attachment(s), (if any)’ in list of attachments.
(b) As the Company was registered under the second wave of Covid-19, it was not possible for the Respondent to physically visit the registered office.
(c) He relied upon CS Diksha Makhija who had verified the incorporation documents such as electricity bills and No objection certificates of both Companies.
4. The Committee considered the reasoning as contained in the Findings holding the Respondent ‘Guilty’ of Professional Misconduct vis-à-vis written and verbal representation of the Respondent.
5. Thus, keeping in view the facts and circumstances of the case, material on record including written/verbal representation of the Respondent on the Findings, the Committee noted that the Respondent had relied upon the verification done by the other professional and had certified the SPICe+ Form(s) INC-32 without personally visiting and verifying the registered office of the Company as admitted by him during the hearing before it. The Committee also noted that Form(s) DIR — 2 were not attached with SPICe+ Form INC -32 as per the requirements given in Technical Guide issued by ICAI and relevant provisions of the Companies act, 2013 and was of the view that Form(s) DIR-2, i.e., Consent to act as Director, in respect of both first Directors of both Companies i.e. M/s Asunto Technology Private limited and M/s Smackfree Technology Private Limited was required to be attached to Spice+ Form INC-32 as a mandatory attachment to the Form.
6. In written submissions dated 13/11/2024, the Respondent has submitted that Form(s) DIR — 2 were attached as optional attachments, however, the Committee was of the view that when there is specific column (at S. No. 03) i.e. declaration by first Subscribers and Directors, then same should have been given/referred in this column. Further, the Respondent has taken the plea of attaching the Form(s) DIR-2 as an optional attachment for the first time at the stage of Rule 19(1) of aforesaid Rules. Moreover, the Respondent did not bring on record any documentary evidence to show that the Forms DIR-2 were attached with Spice+ Form(s) INC-32. Thus, it indicates that the Respondent acted negligently while verifying the relevant documents, which were essential for incorporating the Company.
7. Hence, the Professional Misconduct on the part of the Respondent is clearly established as spelt out in the Committee’s Findings dated 10th October 2024 which is to be read in consonance with the instant Order being passed in the case.
8. Accordingly, the Committee was of the view that the ends of justice would be met if punishment is given to him in commensurate with his Professional Misconduct.
9. Thus, the Committee ordered that the Respondent i.e., CA. Himanshu be REPRIMANDED, under Section 21B(3)(a) of the Chartered Accountants Act,1949.
Sd/-
(CA. RANJEET KUMAR AGARWAL)
PRESIDING OFFICER
Sd/-
(SHRI JIWESH NAN DAN, I.A.S. {RETD.})
GOVERNMENT NOMINEE
Sd/-
(MS. DAKSHITA DAS, I.R.A.S.{RETD.})
GOVERNMENT NOMINEE
Sd/-
(CA. MANGESH P KINARE)
MEMBER
Sd/-
(CA. ABHAY CHHAJED)
MEMBER
