THE REEBOK FRAUD CASE

(Project to the Term Paper towards the partial fulfilment of the assessment in the subject
Corporate Governance)

SUBMITTED BY: SUBMITTED TO:

Abha Mehta (1154) Mr Anand Kumar Singh

Sreelakshmi. S (1250) Faculty of Law.

U.G. VII, B.A.LLB. (Business Law Hons.)

NATIONAL LAW UNIVERSITY, JODHPUR

SUMMER SEMESTER

JULY 2017-NOVEMBER 2017

 ACKNOWLEDGMENT

On the completion of this project we find that there are many persons to whom we would like
to express our gratitude, since without their help and co-operation the success of this
educative endeavour would not have been possible.

We welcome this opportunity to express our sincere gratitude to our teacher and guide, Mr.
Anand Kumar Singh, who has been a constant source of encouragement and guidance
throughout the course of this work.

We are grateful to the IT Staff for providing all necessary facilities for carrying out this work.
Thanks are also due to all members of the Library staff for their help and assistance at all
times.

We are also grateful to all our friends and colleagues for being helpful in their differences and
for their constant support. We express our deepest gratitude to our parents, who have been the
real driving force for this work.

Sreelakshmi S.

Abha Mehta.
 INTRODUCTION

The regulatory framework for corporate governance in India has always fallen short of
extension to unlisted companies, as evident from the fact that the legislation prior to 2013
only found application in listed companies. Such a limited review and control over private
companies creates an atmosphere where governance guidelines are flaunted for lack of audit
and regulation. One of the instances that stand as testament to the need for private corporate
governance is the Reebok fraud which marks the biggest corporate governance scandal since
that of Satyam Computer Services in 2009. An unlisted company is defined as a privately
held company, the shares of which are held by a small group of persons or which are
restricted in transferability such that free trade in non-personal markets is prevented. Since
prior to the Companies Act of 2013, the market of unlisted corporate entities was left
unchecked and prone to mismanagement and practices antithetical to the ideals of corporate
governance, the extent of fraud involved in the Reebok case brought to the foray the need to
review restrictions for good corporate governance among private companies as well.

Good corporate governance is not inherently linked to government entities or companies with
public interest, as its purpose is not to protect the interests of the company, but to ensure that
each player involved in the company is treated fairly in the transactions of the company. The
prominent area of concern that was thrown up in discussions surrounding the Reebok India
fraud was the question of audit of unlisted companies, and the role and obligations of the
auditors to an unlisted company. Owing to the absence of the requirement for independent
auditors and directors in the case of unlisted companies, various scams and falsification of
documents go unnoticed for long durations, which if not for high profile transactions such as
the present one with Adidas India, would remain in the dark. The 2013 Act, in the wake of
the Reebok India fraud and other instances, extended its application to imposing the need for
an independent director on the board of selective unlisted companies as well, recognizing that
the need for good corporate governance is independent of public interest of the company.
 BACKGROUND OF THE COMPANY

Reebok was founded in 1958 by Joe and Jeff Foster, and is a multi-national corporate entity
engaged in the manufacture, engineering, promotion and design of fitness/ sports apparel.
The company utilizes and employs both its own outlets as well as other retailers of sports
apparel for the distribution of its products, with the distribution rights in the United States
resting with Paul Fireman since 1979, who later went on to become the chairman and CEO of
the company. The first public offering of Reebok shares was made in 1985, where each share
went at a selling price of US$17. The Reebok India Company was opened as the principle
subsidiary of the multinational company in India, where it began catering to various domestic
teams at the Indian Premier League, as well as creating its own brand felt among the
consumer demographic.1 In 2006, with a view of increasing mutual sales of both of their
products, Reebok was acquired by Adidas in a US$3.1 billion deal, which also helped boost
both companies’ standing alongside other sports giants such as Puma and Nike.

It was this merger between Reebok India and Adidas India, which led to the bringing out of
the dark the instances of fraud within the Reebok management in India, involving especially
the COO and the Managing Director of the company2. Mr. Subhinder Singh Prem and Mr.
Vishnu Bhagat, respectively the CEO and COO of Reebok India were first asked to resign
from office, and claims of fraudulent activities were made against them. The claim of both
office-holders seemed to be that the manipulation of accounts was at the request of Adidas,
purposed at ensuring the fall of Reebok India’s market value, which would benefit Adidas in
drawing a smaller amount to the Joint Venture partner exiting, which in this case was Focus
Energy, which held 6.85% of Reebok India at the time.

Both internal and external investigations by the Registrar of Companies under its power
within Section 234 of the Companies Act, 1956 brought to focus various anomalies and
inconsistencies in the books of accounts of Reebok India. Subsequent to this, the extent of
criminal conspiracy and fraud was confirmed by the investigation and reports by the Serious
Fraud Investigation Office (hereinafter referred to as the “SFIO”), projected at a loss of Rs.

1
Reference for Business, ‘Reebok International Ltd. - Company Profile, Information, Business Description,
History, Background Information on Reebok International Ltd.’, available at
www.referenceforbusiness.com/history2/87/Reebok-International-Ltd.html (last visited on 15 October, 2017).
2
Sanjay Yadav, ‘Reebok Ex-MD, COO Held In Rs 870 Crore Fraud Case’,
http://timesofindia.indiatimes.com/business/india-business/Reebok-ex-MD-COO-held-in-Rs-870-c
rore-fraud- case/articleshow/16469692.cms (last visited on 15 October, 2017).
870 crores to Reebok. Considering the scale of the scam and its effect on the shares of both
Reebok and the interests of the shareholders at Adidas, was regarded necessary to review
aspects and reach of corporate governance in private, unlisted companies.

APPROPRIATE REGULATION

The Companies Act, 1956 and the rules and regulations therein oversaw corporate
governance and instances of mismanagement within companies of all natures. At the time of
the Adidas-Reebok merger and resultant revelation of the scam within Reebok, there was no
statutory recognition under the Companies Act, 1956 for the SFIO, which therefore lacked
the power to act effectively upon its investigation reports. Being also limited in scale and
resources, the body could only even undertake investigations which satisfied the elements of
complexity, multi-disciplinary effects and the extent of international ramification.3 It was
only since the parent company in the Reebok fraud was a multinational company
headquartered elsewhere, that the SFIO initiated its investigation, after being forwarded the
same by the Department of Company Affairs.4 Though this disparity in linkage and
relationship between the three agencies – the Income Tax Department, the Economic Wing of
the Gurgaon Police Department and the SFIO – existed at the time, the prominent lacking of
regulation to be discussed was the gap present in all such regulating bodies and statutes
relating to corporate governance requirements for private unlisted companies.5 Private
companies are structurally different than listed companies. The private, unlisted companies
are usually sole-proprietorships, start-ups, joint ventures or subsidiary companies like Reebok
India, family businesses, or such.

FINDINGS AND ANALYSIS

Operations of Reebok India in the country as a subsidiary of Reebok began in 1991. As a

consequence of the various elements and intricate details involved in the acquisition of
Reebok India by Adidas India, it was that the higher management personnel of the former
was also integrated into the newly formed entity.6 Although certain glitches and errors in the
financial documents were raised during the audit prior to the acquisition, they were not

3
SFIO, ‘About Us’, available at www.sfio.nic.in/websitenew/aboutus.asp (last visited on 15 October, 2017).
4
Ibid.
5
Kumkum Sen, ‘Should corporate governance be applicable to private companies?’, available at www.business-
standard.com/article/economy-policy/kumkum-sen-should-corporate-governance-be-applicable-to-private-
companies-112061800023_1.html (last visited on 15 October, 2017).
6
Ibid.
considered seriously or at length, leading to no issue at this stage.7 It was only in 2012, when
Reebok claimed against certain persons of its own higher management, instances of cheating,
fraud, criminal conspiracy and criminal breach of trust that such aberrations were given due
consideration and the discomfort was made apparent.8 Serious irregularities and anomalies in
financial documents and evidence of transactions were brought to the limelight over the
course of the investigation under Section 234 of the 1956 Act. The allegations against such
top-level management, primarily the CEO and COO of the company, involved the theft of
company merchandise and products through secret warehouses not accounted for in any of
the company’s books and accounts.9 Subsequent to an initial enquiry by the Gurgaon Police,
the FIR was registered under Sections 406, 408 (Criminal Breach of Trust), 418 (Cheating
with Knowledge), 467 (Forgery of Valuable Security) and 477A (Falsifications of Accounts)
of the Indian Penal Code, 1860. Thereafter, the case was taken up by a Special Investigation
Team of the Economic Wing to conduct further investigation on the matter.

Adidas, consequently, in the Annual Report of 2012, stated that there were losses incurred to
the scale of 221 million Euros as part of the Indian operations, owing to financial scams and
fraud by the management involved therein.10 In addition to this, it was also claimed that the
company incurred a loss of 25 million Euros as part of goodwill during the irregular
transactions.11 Importantly, it was mentioned specifically in the Report that the commercial
anomalies and financial irregularity experienced with Reebok India proved a roadblock for
Adidas12, which had subsequently been managed proactively with resolution.13 Regardless of
the claims that its involvement was not as perpetrator but as victim of the scam committed,
the company was brought under the investigation of three separate agencies, which were
carried out simultaneously, despite the requests made by the management.14 Over the course

7
Ibid.
8
Nivedita Mookerji & SudiptoDey, ‘Adidas wants both fully owned stores, franchises in India’, available at,
www.business-standard.com/article/companies/adidas-wants-both-fully-owned-stores-franchises-in-india-
115071600055_1.html (last visited on 15 October, 2017).
9
Neha Sharma & Surya Prakash Rathi, ‘Corporate Governance: Conceptualization in Indian Context’, 3,
International Journal of Management and Social Sciences Research ,No. 5, May 2014.
10
Adidas Group, ‘Pushing Boundaries’, available at www.adidas-
group.com/media/filer_public/2013/07/31/gb_2012_en.pdf (last visited on 15 October, 2017).
11
India CSR, ‘Adidas Offers VRS to all 200 Reebok India Staff After Accounting Scandal’, available at
www.indiacsr.in/en/adidas-offers-vrs-to-all-200-reebok-india-staff-after-accounting-scandal/ (last visited on 15
October, 2017).
12
Adidas Group, supra at 10.
13
Ibid.
14
India CSR, supra at 11.
of the investigations, certain individuals involved in the management of Adidas India were
acquitted for their whistle-blowing which assisted with the investigations. Despite this, the
Ministry of Corporate Affairs held Adidas Group, the parent company, for lapses in
regulation and proper measures of internal control, and the overall non-implementation of
corporate governance best practices in Adidas India.15

As a result of the outcome of investigations, several intensive organizational restructuring

processes were introduced and initiated by Adidas in 2012, as part of its direction to
reinvigorate and reintroduce Reebok into the market in 2013. In further effort to restructure
and offer a fresh start, all of the employees at Reebok India were offered Voluntary
Retirement Schemes (VRS) by Adidas.16 Attempts were also made toward greater
transparency, both between various wings and subsidiaries as well as the authorities, through
integration of the various local sourcing functions and activities into the web of its global
operations, and offering direct links and reviews.17 Primarily, in consideration of liability
reach, it also made the shift in franchise operations from minimum guarantee-driven model to
a cash-&-carry model.18 In order to improve efficiency and transparency in all transactions,
and to remove intermediaries in the process, Adidas made a proposal of 100% FDI in 2015,
under single brand FDI policy, so that it may be able to operate fully owned Adidas stores.
There has been no development on the same front in the case of Reebok, which continues to
be a separate entity as having arisen out of the transaction between the two companies.

At the time of the Reebok fraud, and even persisting now to a certain extent, the requirements
of audit, disclosure, regulation and such of privately held companies are negligible compared
to that of listed companies, a flaw that resulted in this scam at a massive scale. The reasoning
used prior to the 2013 Act and other regulations being extended to private companies was
that private companies, by their very nature, involved less risk owing to the smaller number
of shareholders and the absence of any public interest in preserving such individual interests.
This legislative and regulatory liberal environment allowed for many such privately held

15
Ibid.
16
FirstPost, ‘Here's What Reebok's Restructuring Plan Looks Like’, available at
www.firstpost.com/business/heres-what-reeboks-restructuring-plan-looks-like-418322.html (last visited on 15
October, 2017).
17
Ibid.
18
Roland Gribben, ‘Adidas To Restructure Business Amid 'Irregularities' In Reebok Brand’, available at
www.telegraph.co.uk/finance/newsbysector/retailandconsumer/9236991/Adidas-to-restructure-business-amid-
irregularities-in-Reebok-brand.html (last visited on 15 October, 2017).
companies to feel comfortable in exercising their powers and rights consequential to their
positions irreverently, and aimed toward personal gain. Another lapse in the regulatory
framework was the absence of even consideration of stakeholders in private companies, as
such stakes can be held without the presence of a public purpose, owing to the activities of
shareholders, the employees and work force, as well as the consumer base of the products
themselves. A scam, like the one which occurred in Reebok, which is a leading sports apparel
company, as well as having international ramifications as a consequence of having
transnational parents, is likely to adversely impact all these stakeholders and public interest at
large.

The gaping need for inclusion of private, unlisted companies under the regulatory framework
for corporate governance was highlighted by the Reebok fraud case since there existed at the
time no provisional law in order to regularise best practices of corporate governance among
privately held companies. This was not a flaw exclusive to the Companies Act of 1956, or the
understanding of corporate governance at the time, as the same is perpetuated throughout
regulations stipulated by other bodies as well. This can be seen in the regulatory framework
introduced by the Securities and Exchange Board of India (hereinafter referred to as “SEBI”),
which marked a new age in protection of interests of investors and stakeholders, as well as
corporate governance best practices on the whole. These guidelines, though progressive in
terms of the detailed guidelines involved, failed to mention the applicability to privately held
companies, thereby negating its reach on them. Another important set of guidelines was
issued by the Kumaramangalam Birla report, in reference to the report submitted by the
Cadbury committee for prescribing requirements of governance in the corporate sector, which
also remained silent on the matter of unlisted companies. This trend is seen to be followed in
every regulatory framework for corporate governance, including the recommendations of the
Naresh Chandra Committee, the Company Law Advisory Committee and the Sachar
Committee. The root cause for such deficiencies in regulatory guidelines can be found in
Clause 49 of the Listing Agreement, which is perhaps the primary source of all such
regulations, and which is also restricted in application to listed companies. It is because of
this that the only forum for reliance in the matter of corporate governance deficiencies is the
SFIO, which pushed the investigation at the preliminary stages. The Reebok fraud therefore
revealed to the legislators the incompetency of the then legislations in dealing with
governance of private companies, and it was largely because of this reason that the
Companies Act of 2013 validates and offers recognition and powers to the SFIO under
Section 211.19 Section 19420 of the Act holds the directors and managerial personnel
responsible for engaging in forward transaction involving company securities, or those of its
subsidiaries. Further, Section 178 (1)21 of the same Act requires that all unlisted companies
with a turnover of at least Rs. 100 crores, or a paid up capital of at least Rs. 10 crores, or
loans, deposits or borrowings to the scale of Rs. 50 crores, constitute audit committees
consisting of a majority of independent and financially well-versed directors, where the
number cannot be less than 3. However, since the corporate governance regulations present
within the Act are concerned with profits after tax, paid up capital, number of shareholders,
etc. 22, there is still a long way to go for the legislation to be effective in the manner that
companies and players therein align with such measures for threat of prosecution. They
primarily consist of number of shareholders, debt security holders and deposit holders, profit
after tax, paid-up capital and net worth, and sales revenue.

RECOMMENDATIONS, IMPLEMENTATION AND EVALUATION

Despite the clearly more protective stance of the 2013 Act, the proceedings of the SFIO are
only initiated in the event of and subsequent to the corporate governance irregularity, and
there remains no procedure to ensure protection of interest prior to the happening of such
instance. Therefore, the need of the hour, now that the importance of corporate governance
best practices in unlisted companies has been recognized, is to establish a provision that
works ex-ante to any instance of failure or breach, and regulates all such activities of the
management in private companies in their regular functions.

The Reebok case also throws up issues regarding the specific players in the company that
corporate governance regulations should govern, as even the scope of regulation has been
myopic even with respect to governance of listed companies.23 The limited perspective of
corporate governance in covering only the boards and their activities with respect to the
company, most guidelines prescribed for best practices fails to address and govern the
auditors and other such agencies involved in overseeing the transactions of the company,

19
§§211 and 212, Companies Act, 2013.
20
§194, Companies Act, 2013.
21
§178(1), Companies Act, 2013.
22
N Balasubramaninan, ‘Strengthening Corporate Governance in India A Review of Legislative and Regulatory
Initiatives in 2013-14’, available at www.iimahd.ernet.in/assets/snippets/workingpaperpdf/15793330072014-06-
04.pdf (last visited on 16 October, 2017).
23
Huse, M., Boards of Directors in SMEs: A Review and Research Agenda, 12(4) Entrepreneurship And
Regional Development 271-290 (2000).
which is where failures can be detected appropriately. It is all the more important to look at
other key players, especially those involved in monitoring of the board of companies, when
discussing extension of corporate governance requirements to unlisted companies, where the
boards take a smaller role, or in some cases, are absent altogether.24 The Reebok India fraud
highlighted the importance of keeping an eye and utilizing the resources of the auditing and
monitoring players involved in private company transactions, as they are as prone to
manipulating their positions for the purposes of scam.25 Henceforth there is need for a broader
perspective to encompass the full scope of governance dimensions, which include, in addition
to boards and outside directors, the role of owners, and other governance mechanisms such as
executive remuneration, and financial reporting and auditing26 to draft out reasonable courses
to deal with the issue at hand.

The questions raised by the Reebok India fraud also point toward the inherent flaws in the
way statutes dealt with corporate governance regulations, especially with respect to the type
of players involved and covered under such checks and balances. This group includes not
only those monitoring functionaries such as auditors actively involved in the books and
accounts of the company, but also those persons directly or indirectly affected or associated
with the actions of the company. In drafting an effective revamped legislation regulating
corporate governance, one has to take into account the employees, credit and financial
houses, and consumers who are directly affected by any instances of malpractice and fraud
within the firm they are associated with. The effects of fraud and mismanagement and
investigations concerning the same can be witnessed from the fact that Adidas India had to
offer Voluntary Retirement Schemes to its employees, offering them an exit from the ship
under attack, and to reform the company as a whole. However, it is not just the individuals
whose livelihoods are affected by such scams, but also the owners of the parent companies
and its shareholders, as evidenced by the Reebok fraud, wherein the parent group of Adidas
reported a loss of 221 million Euros, as well as caused ripples among the shareholders who
suddenly came to realise the disparity between the reported and actual values of shares and
revenue. Hence, it is seen that despite being an unlisted company, the effects of bad corporate
governance make themselves known among a significant section of the commercial economy,
24
Cadbury, A., Report On The Committee Of The Financial Aspects Of Corporate Governance (Gee Publishing,
London 1992).
25
Hessels, S. J. A. and E. H. Hooge, Small Business Governance: An exploration of meaning and practice of
corporate governance in SMEs \ EIM Business & Policy / Avans Hogeschool Breda: Zoetermeer.
26
Keasey, K., S. Thompson & M. Wright, ‘Corporate Governance: Accountability, Enterprise and International
Comparisons’ (London, 2011).
threatening the stakeholders who cover a large section of the population and affecting
international operations of the parent companies. It is therefore as important to regulate and
penalise private companies and officials therein for engaging in malpractice and fraud, as it is
in the case of public listed companies, as stakes cannot be reduced to such simple terms.
Moreover, it is in the interest of such private companies themselves to establish a concrete
and explicit corporate governance control mechanism, which stands as assurance to the
external financial houses such as venture capitalists, banks and private equity, all of which
are necessary for the functioning of a large scale operation such as that undertaken by most
prominent private companies like Reebok. Good corporate governance can only stem from a
legal framework which offers protection to the interests of the company and those invested
therein, as the very nature of frauds and mismanagement is to manipulate positions of power
for self interests.27 Therefore, an effective framework of corporate governance ought to take
into consideration not only the needs of private companies, but also make intelligent
differences between the various players involved in finances, settle differences between
multiple stakeholders (as was the case between the management personnel of Adidas and
Reebok) and even make proactive steps in establishing trusting relationships between
financing houses and companies, allowing for mutual benefits and a cooperative market.

Any effective legislation aimed at corporate governance must also recognize and deal with
the distinct investment climate and trends of ownership structure so as to cater best to the
needs of the nation. The Indian unlisted corporate landscape can be seen to lie midway
between those of the United Kingdom and United States, where companies are primarily
owned by institutional shareholders and individual persons, and those of Germany and Japan,
where ownership still rests with a limited number of prominent shareholders. 28 An example
of an intelligent legislation for corporate governance can be seen in the Code Buysse, or the
Belgian Code for Corporate Governance, which has been suggested by most authors as the
most effective presently standing legislation recognizing private, unlisted companies.

27
La Porta, R., Lopez-de-Silanes, F., Shleifer, A., Vishny, R., (1999b). ‘Investor protection and corporate
valuation’, NBER Working Paper No. 7403. National Bureau of Economic Research, Cambridge, MA., 29
Small Business Economics 3 (October, 2007), pp. 225-241.
28
Sharma and Rathi, supra at 9.
 CONCLUSION

The effects of corporate mismanagement and bad governance can be felt by everyone
involved in the market economy. When Reebok India was subjected to fraud by its senior
managerial personnel, the effects were felt not just by the Indian subsidiary alone, but were
reflected in the interests and stakes of the parent company, the status of employees, credit
houses associated with the company and finally, consumers. While corporate governance
requirements were originally established with the limited perspective of companies with
public interest, which is not the state of commercial affairs in India any longer. With the
influx of foreign investments and increasing number of privately held companies blooming
and incurring massive profits in the market, it is all the more important that such guidelines
turn their eyes toward the effects of scam and fraud within such corporate houses, and the
dangers of letting them off without penalty.

Beyond affecting the interested parties and stakeholders, such a lax treatment and regulation
of unlisted companies stands as a hindrance to the expansion of the corporate sector in
cooperation with international entities and external financing houses. It should be the primary
prerogative of the government, amidst its several schemes to improve corporate climate and
invite external investment, to give teeth to the corporate governance mechanisms such as the
SFIO and put in place a more effective system which monitors the companies, its personnel
and the external auditors and such involved in the books and accounts of the companies.
Although it can be said that the Companies Act, 2013 undertook this challenge and addressed
several pressing issues up in light of the Reebok India fraud, it still seems insufficient to keep
pace with the changing corporate times.
 BIBLIOGRAPHY

 Articles and Journals

1. Cadbury, A., Report On The Committee Of The Financial Aspects Of Corporate

Governance (Gee Publishing, London 1992).
2. Hessels, S. J. A. and E. H. Hooge, Small Business Governance: An exploration of
meaning and practice of corporate governance in SMEs \ EIM Business & Policy /
Avans Hogeschool Breda: Zoetermeer.
3. Neha Sharma & Surya Prakash Rathi, ‘Corporate Governance: Conceptualization in
Indian Context’, 3, International Journal of Management and Social Sciences
Research No. 5, May 2014.
4. Reference for Business, ‘Reebok International Ltd. - Company Profile, Information,
Business Description, History, Background Information on Reebok International
Ltd.’, available at www.referenceforbusiness.com/history2/87/Reebok-International-
Ltd.html (last visited on 15 October, 2017).
5. N Balasubramanyan, ‘Strengthening Corporate Governance in India A Review of
Legislative and Regulatory Initiatives in 2013-14’, Working Paper No. 2014.06.04,
June 2014, IIM-A.
6. Keasey, K., S. Thompson & M. Wright, ‘Corporate Governance: Accountability,
Enterprise and International Comparisons’ (London, 2011).
7. Sahil Arora & Utkarsh Soni, ‘Investor Protection In The Aftermath Of The Reebok
Fraud Case: An Appraisal Of The Need For Corporate Governance In Non-Listed
Companies’, XI Capital Markets Conference (December 21 - 22, 2012), available at
http://ssrn.com/abstract=2263081 (last visited on 15 October, 2017).
8. La Porta, R., Lopez-de-Silanes, F., Shleifer, A., Vishny, R., (1999b). Investor
protection and corporate valuation, NBER Working Paper No. 7403. National Bureau
of Economic Research, Cambridge, MA., 29 Small Business Economics 3, October
2007.
9. Nivedita Mookerji & SudiptoDey, ‘Adidas wants both fully owned stores, franchises
in India’, available at www.business-standard.com/article/companies/adidas-wants-
both-fully-owned-stores-franchises-in-india-115071600055_1.html (last visited on 15
October, 2017).
10. Kumkum Sen, ‘Should corporate governance be applicable to private companies?’,
available at www.business-standard.com/article/economy-policy/kumkum-sen-
should-corporate-governance-be-applicable-to-private-companies-
112061800023_1.html (last visited on 15 October, 2017).
11. Shruthi Choudhary, ‘Reebok Fraud Case: SFIO, ICAI to Probe Auditor’s Role’, The
Economic Times, 31 May, 2012, available at
http://articles.economictimes.indiatimes.com/2012-05-31/news/31922052_1_auditors-
chartered-accountants-icai (last visited on 15 October, 2017).

 Books

1. Prachi Manekhar, Insights into the New Company Law (Lexis Nexis).
2. Lalit Kakkar, Commentary on companies Act, 2013, (Young Globals).