For Circulation among Members & Students of ICSI only Year: 2017| eNews: 04 APRIL 2017
A Monthly e-News Letter published by ICSI- SIRC
Setting goals is the first step in turning the invisible into visible....
“ICSI- SIRC House”, No.9 Wheat Crofts Road, Nungambakkam, Chennai 600 034, Tel No.28279898; 28268685, 28222212, Email [email protected], Website www.icsi.edu SOUTHERN INDIA REGIONAL CONTENTS Page COUNCIL No.
Chairman From the Chairman 03 CS. Ganapathi G M
Articles 06
Vice Chairman & Treasurer CS. Ramakrishna Gupta R SIRC Activity Report 20
Secretary Chapter's Activity Report 24 CS. Mohan Kumar A Upcoming Events 30
Members CS. Dhanapal S Opportunities 34 CS. Nagendra D Rao CS. Shastry P S Disclaimer:
CS. Sivakumar P Views expressed by the authors or contents provided by the contributors to the e-
Ex-officio newsletter are their own and ICSI-SIRC does CS. Ahalada Rao V not own any responsibility. The Council is CS. GopalakrishnaHegde not in any way responsible for the result of CS. Ramasubramaniam C any action taken on the basis of the contents
published in this e-newsletter.
Co-opted Members ©All rights are reserved. S Krishnan, I.A.S For your kind attention S B Gautam, I.C.L.S Dear Members,
EDITORIAL TEAM: Please update your contact details with us to CS. Dhanapal S communicate you various programs organised by SIRO. Please send your details CS. S Kannan to [email protected] CS. Usha G Hegde If any of your CS Professional friend is not receiving our e-Newsletter please provide us their details, we will reach them.
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Dear Professional Colleagues and Students,
"Life is full of challenges, seen and unseen, so to look and feel great, you must hold your head up each day and project your inner confidence.” ― Cindy Ann Peterson
April is the month to "initiate" new economic activities for the new financial year. Vital financial changes, a variety of initiatives, most important economic policies announced in the Budget 2017 by the Union Government and State Governments would come into effect from April 1, 2017. It is also an opportunity for Company Secretaries to cater to the needs of corporate for their plans and programs during the new financial year. Hectic parleys are on at the Government of India to implement Goods & Services Tax (GST) with effect from July 1, 2017. Post Demonetization, various regulatory changes were brought out by the tax authorities/ Ministry of Corporate Affairs with regard to the disclosure in the financial statements of corporate pertaining to the financial year 2016-17. The new legislation, Insolvency & Bankruptcy Code 2016 would also establish itself in the current financial year. These two legislations have "Opened Up" immense opportunities for Company Secretaries. No doubt, every opportunity comes with a newer challenges, both seen and unseen. But we must grab those opportunities and overcome the challenges, hold our head high while facing the challenges, enhance our confidence and come out with flying colors.
Dear Friends, SIRC is committed to create a platform to enable you to enhance your capacity to the new challenges through Capacity Building Programs (CBP) scheduled throughout the year. I am very much thrilled with the overwhelming response from our fellow members in the recently concluded CBP on "Insolvency & Bankruptcy Code 2016". As you all aware, as per Regulation 5 of the Chapter III of the Insolvency and
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Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016, a Company Secretary having 10 years of experience and who has passed ‘Limited Insolvency Examination’ will be eligible to register as Insolvency Professional with the Insolvency and Bankruptcy Board of India. Hence, I appeal to all my fellow Company Secretaries in Southern Region who are eligible to appear for "Limited Insolvency Examination" may grab this opportunity and enroll themselves as "Insolvency Professional". In my view, we, the company secretaries’ fraternity must grab No.1 position among the professionals who enrolled with Insolvency and Bankruptcy Board. We need to "think big" by forming "big entities" to handle and manage the insolvency proceedings of mega entities under insolvency regime.
The success and the overwhelming response extended by our members for the recently concluded CBP on "Insolvency & Bankruptcy Code, 2016", has inspired us at SIRC to organize yet another CBP on "Goods & Services Tax (GST)" as a weekend program, on 13-14 May and 20-21 of May, 2017 at SIRO premises. Details of the program are available elsewhere in this e-news letter and SIRC Website. You are invited to enroll and enjoy the power of knowledge.
Focus of the Month
Dear Friends, presently we are working on the Library and reading room facilities for our students and members at Chapters in Southern Region as the focus of the Month. Lot of efforts is being put in this regard and I am sure you will see the difference in the facility in near future.
The month of May would be observed as "CS PLACEMENT MONTH". During this period, several initiatives would be taken including more impetus on CS employment in Corporate/ Government Companies by making representation to various State Governments/ Government Companies and Corporate in Southern Region. During this month, all the chapters in Southern Region are geared up to conduct "Placement Programs" for members and trainees. I request our esteemed members, especially those qualified in the past two years and searching for placement may please contact your nearest Chapter for further information on placement services.
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Webpage ICSI - SIRO
We are redesigning the SIRC Webpage with more and more information on the program conducted by SIRC and other useful information for the benefit of members and students. Please do visit our Webpage @ www.icsi.edu/sirc and offer your feedback and suggestions for sustained improvement of the ICSI-SIRO webpage.
I take this opportunity to wish you and your family members a happy vacation during summer holidays, enjoy the company of spouse and children. I also wish all the best to every child in the family of our CS fraternity who have written 10th or 12th (II PUC) examinations and wish each one of them all the very best in their examinations and pray that every one of them embrace success of passing examination with flying colors...!!
Warm Regards,
CS Ganapathi G.M. Chairman, ICSI- SIRC [email protected] 9845133860
“Don’t be so quick to judge me. You only see what I choose to show you..!! ”
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The provisions relating to Information Utilities are contained in Sections 209 – 216, Chapter V, Part IV of the Code read with Insolvency and Bankruptcy Board of India (Information Utilities) Regulations, 2017 (hereinafter referred to as Information Utilities Regulations), came into force with effect from 01st April, 2017.
PROVISION OF SERVICES BY INFORMATION UTILITY:
An information utility shall provide-
(a) core services;
(b) other specified services; in accordance with the Code.
It may also provide services incidental to the services mentioned above, with the permission of the Board. While providing services, it shall comply with the applicable Technical Standards.
Core services under section 3(9) of the Code mean the services rendered by an information utility for:
a. accepting electronic submission of financial information in such form and manner as may be specified; b. safe and accurate recording of financial information; c. authenticating and verifying the financial information submitted by a person; and d. providing access to information stored with the information utility to persons as may be specified;
TECHNICAL COMMITTEE FOR ESTABLISHMENT OF STANDARDS:
A technical committee consisting of at least 3 members who have special knowledge and experience in the field of law, finance, economics, information technology or data management shall be established for providing recommendations to the Board to lay down the Technical Standards for performance of the core services by information utilities. The Board may lay down Technical Standards for all or any of the following matters, namely:
a. the Application Programming Interface; b. standard terms of service; c. registration of users; d. unique identifier for each record and each user;
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e. submission of information; f. identification and verification of persons; g. authentication of information; h. verification of information; i. data integrity; j. consent framework for providing access to information to third parties; (k) security of the system; k. security of information; (m) risk management framework; (n) porting of information; l. exchange or transfer of information between information utilities; m. inter-operability among information utilities; n. Preservation of information; and purging of information. The Board may invite the Chief Executive Officers or managing directors of information utilities to attend the meetings of the Technical Committee.
SERVICES TO INSOLVENCY PROFESSIONALS
An insolvency professional may submit reports, registers and minutes in respect of any insolvency resolution, liquidation or bankruptcy proceedings to an information utility for storage. These reports, registers, minutes shall not be accessible to any person other than the concerned insolvency professional, the Board or the Adjudicating Authority.
I. ACCESSING INFORMATION OR SUBMISSION OF INFORMATION TO INFORMATION UTILITY:
A. Registration of users:
Any person who intends to submit financial information to the information utility or access the information from the information utility shall register itself with an information utility.
The information utility shall verify the identity of the person and grant registration and upon registration intimate to its unique identifier. Once registration is granted, the person registered or his authorised representative can access the information utility and submit information thereon.
A person registered once with an information utility shall not register with any information utility again. However, a registered user may submit information to any information utility.
Different parties to the same transaction may use different information utilities to submit, or access information in respect of the same transaction. Also, a user may access information stored with an information utility through any information utility.
B. Submission of information:
Information shall be submitted in Form C whereupon the information utility shall assign a unique identifier to the information, including records of debt. It shall acknowledge receipt
7 eNews letter | April 2017 of the information and notify the user of the unique identifier of the information; the terms and conditions of authentication and verification of information; and the manner in which the information may be accessed by other parties.
A user shall expeditiously update the information submitted by it to an information utility. It shall also expeditiously correct the information as soon as it finds it erroneous, stating the reasons, if any.
C. Storage of information and preservation policy: An information utility shall store all information in a facility located in India and shall be governed by the laws of India.
It shall have a Preservation Policy, consistent with the Technical Standards, if any, providing for the form, manner and duration of preservation of – (a) information stored with it; and (b) details of the transactions of the information utility with each user in respect of the information stored with it.
D. Access to information: An information utility shall allow the following persons to access information stored with it- (a) the user who has submitted the information; (b) all the parties to the debt and the host bank, if any, if the information is of the categories in section 3 (13) (a), (c) and (d); (c) the corporate person and its auditor, if the information is of the categories in section 3 (13) (b) and (e); (d) the insolvency professional, to the extent provided in the Code; (e) the Adjudicating Authority; (f) the Board; (g) any person authorised to access the information under any other law; and (h) any other person who the persons referred to in (a), (b) or (c) have consented to share the information with.
An information utility shall in all cases enable the user to view- (a) the date the information was last updated; (b) the status of authentication; and (c) the status of verification while providing access to the information.
It shall provide the user a functionality to mark information as erroneous and correct it and shall provide every user an annual statement of all information pertaining to the user, free of charge.
Information to the Adjudicating Authority and Board shall be provided free of charge.
“Either you run the day, or the day runs you”
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Accessing information stored with other information utilities An information utility shall provide a functionality to enable users to directly access information stored with any information utility, which they are entitled to access, while maintaining privacy and confidentiality of information.
E. Information of default: On receipt of information of default, an information utility shall expeditiously undertake the processes of authentication and verification of the information. On completion of the processes of authentication and verification, the information utility shall communicate the information of default, and the status of authentication to registered users who are creditors of the debtor who has defaulted; and / or parties and sureties, if any, to the debt in respect of which the information of default has been received.
II. DUTIES / OBLIGATIONS OF INFORMATION UTILITIES:
For the purposes of providing core services to any person, every information utility shall—
(a) create and store financial information in a universally accessible format;
(b) accept electronic submissions of financial information from persons who are under obligations to submit financial information under sub-section (1) of section 215;
(c) accept, electronic submissions of financial information from persons who intend to submit such information;
(d) meet minimum service quality standards specified by regulations;
(e) get the information received from various persons authenticated by all concerned parties before storing such information;
(f) provide access to the financial information stored by it to any person who intends to access such information;
(g) publish statistical information;
(h) have inter-operatability with other information utilities.
Other duties of Information Utility:
Care in provision An information utility shall provide services with due and of services reasonable care, skill and diligence and shall hold the information as a custodian. Non-discrimination It shall provide services without discrimination in any manner. Consent of users Services to the users shall be provided based on their explicit consent and their rights shall be protected.
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Any information submitted by a user and stored with the utility shall be transferred to another information utility only on the request of the user. Safe keeping of The information utility shall – information • establish adequate procedures and facilities to ensure that its records are protected against loss or destruction; • adopt secure systems for information flows; • protect its data processing systems against unauthorised access, alteration, destruction, disclosure or dissemination of information. Risk management An information utility shall establish an appropriate risk management framework in accordance with the Technical Standards, if any, which provides for matters, including- (a) reliable, recoverable and secure systems; (b) provision of core services during disasters and emergencies; and (c) business continuity plans which shall include disaster recovery sites. Restrictions on An information utility shall not- information utility (a) outsource the provision of core services to a third-party service provider; (b) use the information stored with it for any purpose other than providing services under these Regulations, without the prior approval of the Board; (c) seek data or details of users except as required for the provision of the services under these Regulations. Insurance An information utility shall make adequate arrangements, including insurance, for indemnifying the users for losses that may be caused to them by any wrongful act, negligence or default of the information utility, its employees or any other person whose services are used for the provision of services. Levy of fees The information utility shall- (a) charge uniform fee for providing the same service to different users; (b) disclose the fee structure for provision of services on its website; and (c) disclose any proposed increase in the fees for the provision of services on its website at least 3 months before the increase in fees is effected. The fee charged for – (a) providing services shall be a reasonable reflection of the service provided; and
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(b) providing access to information shall not exceed the fee charged for submission of information to the information utility. Audit of An information utility shall appoint an external auditor having information relevant qualifications to audit its information technology technology framework, interface and data processing systems every year. The framework auditor appointed shall submit a report to the Governing Board. The information utility shall submit the auditor’s report received, along with the comments of the Governing Board, if any, to the Board within 1 month from the receipt of the report from the external auditor.
Irrespective of the fact whether the insolvency resolution process is initiated by the creditors or the corporate debtor himself, either of the parties shall have access to the information available with the information utility which shall help to ascertain the existence of debt and default. The information available with the information utility shall be reliable so much so that it passes the test of conclusive evidence, so that the insolvency resolution process can be completed in a time bound manner.
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11 eNews letter | April 2017
The author begins by referring the provisions of section 248(1) of Companies Act, 2013 relating to Power of Registrar to remove name of the company from register of companies. The main thrust of the article, however, is upon the effects of ‘Show Cause Notices’ (here after read as “SCN”) issued by the Registrar of Companies (hereafter read as “ROC”) to the companies for violation u/s 248(1) (not carrying on any business or operation for a period of two immediately preceding financial years).
Introduction:
Thus Far, all ROCs have issued show cause notices to various Companies falling u/s 248(1) (c). As extracts are of the SCN is given below. As per notice ROC shall strike off the name of the Company if appropriate reply not filed within 30 days and ROC will take appropriate action against the Directors. Many professionals have been raising question on interpretation/ provisions relating to strike off through Show Cause Notice and liability of director thereafter.
Extract of Show Cause Notice:
Extract of the show cause notice to the extent relevant for our discussion, are stated as under (with necessary comments and modifications, wherever felt necessary).
• Notice is hereby given that as per available records the company is not carrying on any business or operation for a period of 2 immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company u/s 455.
• WHEREAS if the company fails to submit the reply along with copies of the relevant documents, if any within a period of 30 days from the date of the notice, shall be published in the Gazette of India within a view to striking the name of the Company from the Registry. “However the directors of the Company shall be liable for appropriate action under the act.”
• This dissolution is subject to the provisions that the liability of every director and members of the Company shall continue and may be enforced as if the company has not been dissolved.
“The speed of the boss is the speed of the team”
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Statutory Provisions Contained Under the Act:
Provisions of the Companies Act, 2013 to the extent relevant for our discussion, are stated as under (with necessary comments and modifications, wherever felt necessary).
248 (1) Where the Registrar has reasonable cause to believe that—
a) a company has failed to commence its business within one year of its incorporation or;
b) a company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455, he shall send a notice to the company and all the directors of the company, of his intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of the relevant documents, if any, within a period of thirty days from the date of the notice.
Questions occur by the Notice:
A. First Question: What should be the First step of the Company after receipt of Show Cause Notice?
Solution: As mentioned in the SCN Company have to reply within 30 days by pointing out the facts of non operational or non filing of ROC forms, intent of the Company either closure of the Company or continue the business of the Company. Otherwise name of company shall be struck off from the Register of Companies and appropriate action shall be taken against the directors of the Company.
While preparation of reply of the SCN one should be cautious as regards provisions of the Act and legal responsibility of the promoters/ directors after removal of name of the Company.
B. Second Question: What should be the next step, if Company wants to continue its business operation?
Solution: If Company wants to continue its business and revive itself then take the following steps:
i. File the suitable reply with the ROC by affirm the particulars for non filing of ROC forms for the period of (No. of years) years. ii. Get ready and file the pending ROC forms with additional fees. iii. Submit applications for the condonation of delay in filing of e-forms wherever mandatory.
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C. Third Question: What should be the step if Company wants to accept the SCN for Striking off ?
Solution: Many professionals have been raising question on Consequences’ of closure of Company u/s 248(1). If considering the provisions under the Companies Act, the consequences would be interpreted in the following manner:
i. Whether Director will be disqualified u/s 164 of Companies Act, 2013? ii. Whether office of director vacant u/s 167(1) of Companies Act, 2013? iii. Whether there is any penalty to be levied on directors of the Company u/s 166 of Companies Act, 2013 for non compliances under the said provisions? iv. What will be liabilities of members and directors as mentioned in the SCN? i. Whether Director will be disqualified u/s 164(2) of Companies Act, 2013?
Extract of relevant portion of section 164(2): No person (who is or has been a director of a company) shall be eligible to be re-appointed as a director of that company or appointed in other company for a period of five years from the date on which the said company fails to file its financial statements or annual returns for any continuous period of three financial years.
Yes, as per the language of section 164(2), fi the Company fails to file its financial statements or annual return for continue period of 3 years or more, then directors of that Company shall be disqualified for appointment in another company.
One can opine that, even if company strike off by SCN u/s 248(1) directors turn out to be disqualified for appointment in another company and appropriate action against the director can be taken.
ii. Whether office of director vacant u/s 167(1) (a) of CA, 2013?
Extract of relevant portion of section 167(1) (a): The office of a director shall become vacant in case he incurs any of the disqualifications specified in section 164.
As per the language of section 167(1) (a), if a director become disqualifies u/s 164 then his office as director in all the companies simultaneously become vacant.
Consequently, One can opine that, due to disqualification as per question ‘A’ discussed above the office of such director in other companies also shall be considered as vacant and he shall cease to be director in all other Companies.
15 eNews letter | April 2017 iii. Whether there is any penalty to be levied on directors of the Company u/s 166 of Companies Act, 2013 for non compliance under the said provisions?
Extract of relevant portion of section 166:(1) Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company. (2) A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
As it is the duty of directors of the company to act in the best interest of the Company, shareholders etc, it is the duty of directors to follow and comply with the provisions of Companies Act and other legal compliances.
Consequently, one can opine that, if a director fails to perform his duties then he is liable for penalty u/s 166(7) i.e. ‘fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.’
iv. What will be liabilities of members and directors as mention in the SCN?
As mentioned in the SCN that “This dissolution is subject to the provisions that the liability of every director and members of the Company shall continue and may be enforced as if the company has not been dissolved”
Liability of Member:
Extract of relevant portion of Section 2(22): “company limited by shares” means a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them;
Consequently, it is clear that liability of member is limited upto unpaid amount of share capital only. They can’t be liable for any amount above the paid up capital.
Liability of Director:
Liability of Director already discussed above in question “C”. However the liability of director is not limited to Section 166. As Director and an ‘Officer who is in default’ he is responsible for all the non compliances under the Companies Act, 2013.
Example: As per Section 129(2) ‘At every annual general meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year” if director contravene these provisions he is liable for the penalty under section 129(7). There are many more sections under the Act where specific penalties are given for the Directors.
“Education is the art of making man ethical”
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In case of Viavi Solutions India (P.) Ltd. v/s Registrar of Companies, NCT Delhi & Haryana, NCLT has imposed penalty on directors of the Company for non compliance u/s 137, Copy of financial statement to be filed with Registrar in e-form AOC-4 and u/s 92 - copy of annual return to be filed with Registrar in e-form MGT-7.
CONCLUSION:
The provisions of Section 248 and read with other relevant provisions of Companies Act,
2013 and Show Cause Notices issued u/s 248(1), in case of striking off the name of the
Company by ROC on Suo-moto through this Notice, then directors of the company shall
be legally responsible for the non compliances by the Company and any unpaid debts of
the Company etc.
RESULT OF PUZZLE MARCH 2017
CONGRATULATIONS TO WINNERS!!!
Ms. INDHU A, CS P. Mahadevan, FCS, CHENNAI Asst. Company Secretary, STUDENT REG NO: Sundaram Brake Linings 340061710/02/2014 Limited
Answer for the previous Puzzle:
Across: 1. Quorum, 2. Prospectus, 3. Loss, 4. Director, 5. Bonus, 6. Capital, 7. Credit, 8. Reserves Down: 1. Promoter, 2. KMP, 3. Liquidator, 4. Control, 5. Deposit
“NOTHING IS TO BE GAINED BY ARGUING WITH FOOLS. NOTHING CAN BE GAINED BY REASONING WITH IGNORANT PEOPLE”
17 eNews letter | April 2017
SOLVE THE PUZZLE - cs usha g hegde
1 2
3
4 5
5
Across: Down:
1. Critical examination of documents (7) 1. Private Equity (14) 2. Aggregate value of goods and services 2. Commonly followed accounting rules (4) produced in a year (3) 3. Group of people selected for jury duty (5) 3. An equal Value (3) 4. An essential requirement to a cause of 4. To become non-operative (4) action (7) 5. Form of theft (7) 5. A right or privilege (7)
Solve the puzzle before 10.05.2017 and win a hand book on GST. Email to [email protected]
18 eNews letter | April 2017
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. THE INAUGURAL SESSION OF THE 32ND MANAGEMENT SKILLS ORIENTATION PROGRAMME [MSOP]:
ICSI-SIRC has organized 32nd Management Skill Orientation Programme (MSOP) for a period of 15 days from 19th April 2017 to 05th May 2017.
Shri K Venkatesan, Chairman, Builders Association of India, TamilNadu was the chief guest for the inaugural function. Mrs. Sarah Arokiaswamy, Joint Secretary, ICSI-SIRO, welcomed the dignitaries and the participants. CS Ramasubramaniam C, Council Member, The ICSI addressed that the participants and spoke about various initiatives taken by ICSI. CS Dhanapal S, Member &Chairman classroom teaching committee ,ICSI-SIRC congratulated the participants on successful completion of the CS Course and introduced the chief guest to the participants. The Chief Guest in his inaugural address shared his own experience and indicated to the participants the need to update as to equip themselves with the knowledge of the all the other laws The Inaugural session concluded with the formal vote of thanks by CS Mohan Kumar A, Secretary , ICSI-SIRC.
. 3 DAYS E GOVERNANCE PROGRAMME:
Organized 4th batch of 3days E Governance Program from 17th to 19th April 2017 at ICSI- SIRC House, Chennai.
The first day of the 3 days E Governance program started with 1st session on the topic E-governance & electronic filing initiatives of GOI by CS SmitaChirimar, Practicing Company Secretary, 2nd session of the day is about uses of Digital Signature taken by CS Gopal Krishna Raju, Council member-SIRC of The ICAI, 3rd session topic was Sensitization and familiarization of Websites MCA, SEBI, RBI, BSE/NSE handled by CS Balasubramanian R, Practicing Company Secretary and 4th session on the topic E-voting –Provisions & Process taken by CS Mohan Kumar A, (Secretary, ICSI-SIRC),DGM, Legal & Company Secretary, All sec Technologies Limited. The Second day of the 3 days E Governance program started with1st session on Electronic maintenance of statutory register- practical approach to be adopted, by Priyanka I Misser, Company Secretary, Veritas Finance private Limited, 2nd session on the topic XBRL- Overview and filing by CS Sucharitha R, Practicing Company Secretary and the
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3rd session of the day was on the topic Advanced Google search and Utilization of various gadgets for professional services, Submitting online application for PAN by CS Shyamsundar L V, Practicing Company Secretary.
The third day of the3 days E Governance program started with1st session on the topic Exposure to MS Office & Advanced features of Power point presentation, Advanced MS Word, Advanced MS Excel and also Preparing your own website - issues related with domain registration, server, database, language consideration was taken by CS Pavankumar S P, Practising Company Secretary then 2nd session of the day was on ICSI website (all student related sections and Apps) handled by Smt Sarah Arokiaswamy, Joint Secretary, ICSI-SIRO and 3rd session of the day was on the topic IT Act 2000 (Overview), Licensed software Vs. Pirated software by CS Nrithya. M. Ganam, practicing Company Secretary and 4th session was about the legal aspects of E Commerce and its types handled by CS VidyaLaxmi R, Executive (Academics),ICSI-SIRO.
The program completion certificates of 3 days E Governance Programme were distributed to all the participants.
. CAPACITY BUILDING PROGRAMME (CBP) ON INSOLVENCY & BANKRUPTCY CODE, 2016 (IBC):
The ICSI-SIRC organized CBP ON IBC 2016 from 17th April 2017 to 21st April 2017at ICSI- SIRC House, Chennai. CS Ganapathi G M, Chairman, CS. Ramasubramaniam C., Council Member, CS Mohan Kumar A, Secretary, member and Mrs. Sarah Arokiaswamy, Joint Secretary, ICSI-SIRO were the dignitaries present during seven days program. Mr. Karthik Ranganathan, Advocate, Chennai, CS Ramamurthy G M, Advocate, Chennai, CS Eshwar S, PCS, Chennai, Shri Vekatavaradhan R, Senior Advocate, Chennai, CS Prakash R,DGM (Legal),Group of Company Secretary, HC Kothari Group, Chennai, CS ShyamSundar L V, PCS, Chennai, CS Rajesh R, Advocate, Chennai, CS Sridharan A M Advocate, Chennai were speakers for various technical sessions of the capacity building program.
Program Participation Certificate were distributed to participants.
. STUDY CIRCLE MEETING ON PREPARATION OF RESOLUTION PLAN UNDER IBC 2016:
Organized a study circle meeting on "PREPARATION OF RESOLUTION PLAN UNDER IBC 2016” on Thursday, the 27th April 2017 at ICSI-SIRC. CS. ShyamSundar L V, Practising Company Secretary, Chennai was the speaker. CS Ramasubramaniam C, Council Member, The ICSI was present on the occasion.
“Never stop doing your best just because
Someone doesn’t give you credit”
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. STUDENT STUDY CIRCLE MEETING:
Organized Student study circle meeting on "Listing Agreement and Insider Trading Overview” on Friday, the 21st April 2017 at ICSI-SIRC. CS Kavitha K, Practising Company Secretary, Chennai was the speaker. Ms. RajalakshmiNatrajan, student, Chennai introduced the speaker and the session ended with formal vote of thanks by Ms. PadmavathyChandrasekar, Student, Chennai.
. STUDENT STUDY CIRCLE MEETING:
Organized student study circle meeting on "secretarial audit" on Friday, the 7th of April 2017 at ICSI-SIRC House, Chennai. CS. Nrithya M Ganam "partner, B.Ravi & Associates, Chennai was the speaker. Ms. Anju Ashokan, student, Chennai introduced the speaker Ms. Durga V R student of ICSI proposed vote of thanks.
. STUDENT STUDY CIRCLE MEETING:
Organized student study circle meeting on "Overview of constitution of India" on Friday, the 28th of April 2017 at ICSI-SIRC House, Chennai. CS Nisha Vijay Patil, Practising Company Secretary, Chennai was the speaker. Mr. Palaniappan M, Student, Chennai introduced the speaker. The speaker spoke on various topics in the constitution of India such as fundamental rights, amenability of the Fundamental rights, Rights of Equality, Rights relating to freedom, Rights against exploitation, Right to freedom of religion, Directive principle of state policy, Fundamental Duties, Writ Jurisdiction. Mr. Arun, Student of ICSI-SIRC proposed vote of thanks.
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For further details please contact ICSI-SIRO044-28279898 / 28268685, [email protected]
22 eNews letter | April 2017
CHAPTER ACTIVITIES
BANGALORE CHAPTER:
Seminar on Risk Management & The Real Estate (Regulation and Development) Act, 2016 and Related rules:
The ICSI-Bengaluru Chapter organized a Seminar on Risk Management & The Real Estate (Regulation and Development) Act, 2016 and Related rules on 25th March 2017, at the Chapter Premises.
The Seminar was presided by CS Vasanth Kumar, Chairman, The ICSI-Bengaluru Chapter, CS Pradeep B Kulkarni, Secretary, The ICSI-Bengaluru Chapter, CS Hari Babu Thota, Immediate Past Chairman, The ICSI-Bengaluru Chapter. The Seminar was presided by Speakers CA Sandeep K Jhunjhunwala, Associate Director, BMR & Associates and Mr. Ram Mohan, Senior Advisor, GMR Group.
The first technical session during the seminar was taken by CA Sandeep K Jhunjhunwala on topic Real Estate regulation and development act, 2016 Related Rules. The speaker started his session by explaining the gathering on Real Estate Regulatory Authority, Impact on Developers, Real Estate Agents/ Channel Partners, Allottees – Rights and Obligations, Judicial Mechanism, Punitive Provisions, Teething Issues/ Prevailing Concerns, Pertinent points relating to some definitions, Impact on Pricing, Rules and deviations, Overall Analysis etc before concluding the session. The seminar was then followed with session by Mr. Ram Mohan R, Senior Advisor, GMR Group on Risk Management.
Seminar on Intellectual Property Rights – Practical Aspects:
The ICSI-Bengaluru Chapter organized a Full Day Seminar on Intellectual Property Rights – Practical Aspects on 26th March 2017, at the Chapter Premises.
The Seminar was presided by CS Vasanth Kumar, Chairman, The ICSI-Bengaluru Chapter and Speakers Mr. Vidya Bhaskar Singh, Senior Associate, Fox Mandal and Ms. Sripriya Padmanabhan, Associate, Fox Mandal.
The first session was taken by Mr. Vidya Bhaskar Singh on topic Patents and The Second Session was taken by Ms. Sripriya Padmanabhan on topic Trademarks. The third technical session was taken by both the on topic Trade Secrets, Copyrights & Industrial Designs, etc.,
24 eNews letter | April 2017
Special Induction Programme – 30th March 2017:
For the 1st time in the history The ICSI-Bengaluru Chapter organized a Special Induction Programme for newly registered students for foundation and executive programmes on 30th March 2017 at the Chapter Premises.
The programme was conducted by CS Vasanth Kumar, Chairman, The ICSI-Bengaluru Chapter, who interacted with the students and parents. He then gave a brief about the Company Secretary Course and the professional opportunities along with the details about coaching classes and the activities being conducted by Bengaluru Chapter for the Students.
CALICUT CHAPTER:
Half Day Professional Development Programme:
Calicut Chapter of SIRC of ICSI conducted a half day Professional Development Programme on topics-
“Income Tax- recent developments & practical issues” and “Migration from Service Tax to GST- What to expect” on Saturday, the 22nd day of April, 2017.
The Topic was handled by Sri. CA JAIKANTH MECHERY, Chartered Accountant from Kozhikode, who is well versed in this subject.
The day was marked by an excellent interactive session with 20 Members & 3 Students benefiting from the program.
COIMBATORE CHAPTER: Participation in Mega Events – SERIES OF EDUCATION FAIRS – 5 EDUCATION EXPOS – 13 DAYS – 3 DISTRICTS - Coimbatore, Erode &Tirupur during April 2017: Coimbatore Chapter of ICSI had participated in the following Education Expos during the month of April, 2017. Date Name of Organizers Place Education Fair 1st ,2nd& 3rd April Dinamalar Dinamalar News Coddissia Fair Ground 2017 Vazhikkatti Paper, Famous A/c, Avinashi Road, Education Expo Tamil daily Coimbatore 7th , 8th& 9th Dinakaran Dinakaran, (Sun Suguna A/c April 2017 Education Expo Group) News Paper, Auditorium, Avinashi Famous Tamil daily Road, Coimbatore 7th , 8th& 9th Higher Education TexValley, Texvalley, Near April 2017 Fair promoted by Erode Cochin-Bangalore Textile Mall Ltd., Highway, Chithode,
25 eNews letter | April 2017
(Scheme of Ministry Gangapuram, Erode of Textiles, Govt. of India and supported by the Govt. of Tamil Nadu) 8th& 9th April DinamalarVazhikka Dinamalar News Vidhya 2017 tti Education Expo Paper, Famous KarthikKalyanamanda Tamil daily pam, Tirupur Dinathanthi Dinathanthi, Suguna A/c 15th& 16th April Education Expo famous Tamil Daily. Auditorium, Avinashi 2017 Road, Coimbatore
Coimbatore Chapter had participated in Education Expos for 13 days in 3 districts organised by Dinakaran, Dinamalar& Daily Thanthi (leading news paper dailies in Tamilnadu) and also by TexValley, promoted by Erode Textile Mall Ltd., (Scheme of Ministry of Textiles, Govt. of India and supported by the Govt. of Tamil Nadu).
Education Fair organised by TEXVALLEY for the Higher Secondary Students in and around Erode on 7th, 8th& 9th April, 2017. After detailed discussion had with the organizers, they had arranged a stall for us at FREE OF COST instead of paying the actual participation cost of Rs. 15,000 plus Serv. Tax for a single stall.
Texvalley is being promoted by Erode Textile Mall Ltd., a Special Purpose Vehicle established under the Comprehensive Powerloom Cluster Development Scheme of the Ministry of Textiles, Govt. of India and supported by the Govt. of Tamil Nadu. Education Fair was organised in 1.5 Lakhs Sq ft Air Cooled area with spacious layout. Students from Erode, Tirupur, Namakkal, Salem&Karur had visited the expo.
All the above Education Expos gave good response due to the vacation of schools and colleges. It was an immense opportunity to disseminate the information about the profession of the Company Secretary. Moreover, the above said events had widely promoted by the organizers through ads in Dinamalar, Daily Thanthi&Dinakaran Dailies, Pre& post coverage in SUN news, hoardings in and around the city, Local TV Adds, Local FM announcements & advertisements in most of the reputed news papers in Tamilnadu. ICSI Banner, Hoardings, Mounted Posters & Brochures about the CS course were displayed at the stall.
Around 25,000 students visited the said 5 Education Expos in 13 days at 3 districts. There was a good turnout for the stall of the ICSI and around 3000 persons visited the ICSI stall. Around 1000 students have given their names and contact details at the Enquiry Register placed at the stall for getting more details about CS course.
26 eNews letter | April 2017
The organizers ‘Dinamalar’ and ‘Dinakaran’ dailies had published around 2 lakh copies of a special edition booklet about various courses and it’s important for distributing among the participants. Wherein, a write-up about CS and its importance are well explained in detail. The booklets were distributed by the organizers among the participants who had visited the Education Expos.
Major attractions of the ICSI Stall Attraction -1 The major attraction of the ICSI stall was the News Paper clippings of the Press Releases which were recently published in the major English, Tamil & Malayalam news papers dailies (Dinamalar, Dinamani, Mathrubhumi, The new Indian Express etc. published during last week of March 2017) and around 24 press clippings published during the year 2016 about the write-up of CS course and the last date of registration. Most of the news dailies had published a very good coverage about CS course. Most of the visitors had recollected the news coverage which was already read in the news papers.
Attraction -2 Another major attraction of the ICSI stall was the “Plus Two commerce book of Tamilnadu State syllabus”, wherein mentions about Company Secretaries, Role of ICSI (mandatory appointment of CS), Importance of CS, Function & Duties of CS, Statutory & General duties of CS are well explained in the 5th Chapter – “Joint Stock Companies”. This strategy gave very good impression to the parents and students and attracted towards our profession which lead to increase in their interest to listen our counseling session. The copies of the respective pages of plus two book were distributed to the participants with CS course pamphlets (CS course pamphlets also distributed in English and vernacular language).
Attraction -3 Special Career Awareness Session about CS including other professional courses was arranged by the organizer Dinamalar at the seminar hall which was located inside the expo venue during the event Dinamalar - Vazhikatti in Coimbatore and Tirupur districts. The said Career Awareness Session was attended by thousands of students and parents. On conclusion of the session the speaker announced the stall number of our institute and advised the participants to visit ICSI stall for getting more details. After the said announcement many students and parents had visited the ICSI stall for getting more details.
The students were counseled and motivated well by CS N.Singaravel, Secretary, ICSI- Coimbatore Chapter and the ICSI officials Mr. Sreejith.P, Asst. Director and Mr. S.Ashok, Senior Office Assistant. Specially designed posters received from ICSI - HQ about the ICSI - Education Fund Trust, Scholarships & Education loan for students pursuing CS course were displayed at the stall.
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The details about the CS course, admission procedure, importance of the role of Company Secretary, exposure in the CS career, KMP and the mandatory appointment of CS under New companies Act and attractive salary Packages in the industry were also explained to the students as well as their parents. Further, the oral coaching facilities like A/c class rooms, projector and the brief profiles of the faculties were also explained. The details of the availability of different schemes and fee concession for economically backward students and academically bright students, viz. ‘Education Student Fund Trust’ Scheme and fee concession for SC/ST students, scholarships, Education Loan were also highlighted.
The visitors at the ICSI stall were convinced about the CS course, making them fully contented, for the 13 days event. A large number of students, parents and youth have benefited from this Mega 13 days Event and it was the first experience in the history of ICSI - Coimbatore Chapter to participate in the series of Mega Events which had attracted thousands of students to CS course and also helped to increase the brand image of ICSI.
Special Soft skills Programmes for Oral Coaching Students- “Lakhshya”:
Coimbatore Chapter of ICSI organizing a series of Soft skills programme for students viz. “Lakhshya” for the overall development of students, which includes basic Communication, Business Writing, Self Motivation, Business & Office Etiquettes, IQ & EQ, Interview Skill etc. This special programme would be benefited by 190 students of Weekend and Regular oral coaching batches of Coimbatore Chapter. Trainers from Corporates would be handling the sessions. They are also focused on covering critical aspects on career developments, importance of information, innovation, knowledge to excel in any career, Self Motivation, how to prepare for the examinations etc. During the month of April, Chapter had organised 3 numbers of soft skills sessions on 01.04.2017, 05.04.2017 &22.04.2017. Students were very much impressed on this programme and thanked the speakers, the Managing Committee and the Officials of the chapter for providing such facility.
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take care that quotations, references and footnotes are accurate and complete. Submission may be made to ICSI –SIRO.
Publication of the Article will be the discretion of the editorial team. Article
should be maximum of 1000 words.
28 eNews letter | April 2017
Dear Professional Colleagues, The Passage for four GST bills by Lok Sabha on March 29, 2017 and Rajya Sabha on April 6, 2017, subsequent assent by honourable President of India on April 12, 2017, India witnessed one of the most important tax reforms post- independence and has become four enactments, The Central GST Act, 2017, The integrated GST Act, 2017, The GST (Compensation to States) Act, 2017 and The Union Territory GST Act, 2017. It is a tax trigger, which will lead to business transformation for all major industries. In short, GST means Goods and Service Tax which will subsume Central Excise, Service Tax, Value Added Tax (VAT) and other local levies to create a uniform market. It is described as one tax for one nation. The Government of India is planning to rollout GST with effect from July 1, 2017. This new legislations have widened the scope for company secretaries in many fold. In order to understand the Goods & Service Tax related legislations in a systematic way, ICSI- SIRC is planning to hold weekend Capacity Building Programme (CBP) on GST.
Program Details:
Four days spread over 16 Technical Sessions.
Duration, Timings & Venue: Saturday, 13th May, 2017 & Sunday, 14th May, 2017; Saturday, 20th May 2017 & Sunday, 21st May 2017 (Between 10.00 AM to 05.00 PM). All sessions will be held at SIRO premises @ ICSI-SIRC HOUSE, # 9, Wheat Crofts Road, Nungambakkam, Chennai - 600 034.
Exhaustive coverage of GST legislations.
Expert Faculties from CBEC, NACEN, Chennai and professionals will address each technical sessions.
PROGRAM PARTICIPATION CERTIFICATE will be issued to the participants of all sessions.
Maximum participants restricted to 100 (one hundred) only and will be taken on First-Come First-Serve basis.
No Spot Registration.
Participants eligible for 16 PROGRAM CREDIT HOURS, subject to attending all four days. PCH would be proportionately reduced in case of any absence.
Program Fee: For members Rs. 2500/- inclusive of service tax. For Members of ICSI-SIRC Corporate Membership Scheme 2017, Rs. 1500/- inclusive of service tax.
*Fee once paid will not be refunded either in full or part under CBP on GST 2017 any circumstances. 13-14 May 2017 Mode of Payment: & 20-21 May 2017 Cheque / Online transfer in favour “SIRC of the ICSI” PCH 16 HRS Bank details: HDFC Bank, A/C No: 04921110000013, IFSC: HDFC0000492
For registration, please send the duly filled registration form to ICSI-SIRO; Contact: ICSI- SIRO, PH; 044-28222212/28251454. Email: [email protected].
Please participate and build your career as GST Professional.
CRASH COURSE ON ADVANCED TAX LAWS AND PRACTICE
FOR PROFESSIONAL PROGRAMME STUDENTS FOR JUNE 2017 EXAMINATION
PARTICULARS DIRCT TAX LAWS INDIRCT TAX LAWS
Day and Dates Saturday, the 13th May, 2017 Sunday, the 14th May, 2017
Timings 10.00 A.M to 1.00 P.M and 10.00 A.M to 1.00 P.M and 2.00 P.M to 5.00 P.M 2.00 P.M to 5.00 P.M
Venue ICSI-SIRC Office, No.9 Wheat Crofts Road, Nungambakkam, Chennai 600 034.
MODEL EXAMINATION FOR JUNE 2017 EXAMINATION
The SIRC of the ICSI is organizing Model Examination for June 2017 examination for Foundation Programme, Executive Programme and Professional Programme from 8th May, 2017 to 15h May, 2017 at SIRC of the ICSI, 9, Wheat Crofts Road, Nungambakkam, Chennai – 600 034.
Class Room Teaching:
Stage Date of Commencement Fee
Executive Programme-Module-I Morning 01.05.2017 Rs.6100/- Batch for December 2017 examination Executive Programme-Module-II 01.05.2017 Rs.5600/- Evening Batch for December 2017 examination Foundation Programme Morning Batch 10.07.2017 Rs.5100/- for December 2017 examination Foundation Programme Evening Batch 10.07.2017 Rs.5100/- for December 2017 examination
30 eNews letter | April 2017
MEMOIR
th nd CBP ON IBC 2016 from 17 April 2017 to 22 April 201 7
31 eNews letter | April 2017
CBP ON IBC 2016 from 17th April 2017 to 22nd April 2017
“Either you run the day, or the day runs you”
32 eNews letter | April 2017
32ND MSOP INAUGURAL ON 19th April 2017
STUDY CIRCLE MEETING HELD ON 27TH APRIL 2017
Career Exhibitions organized at various centers
Career Awareness Programmes in Chennai
“Do what is right, not what is easy”
33 eNews letter | April 2017
FOR MEMBERS:
Sl. Name of the Requirement Experi- Name of Mail ID No Company ence the Contact Person 1 TamilnaduAdi Company 3 years -- -- dravidar Secretary, Housing and Chennai Development Corporation Ltd., 2 T. Abdul Company -- T. Ashfaq [email protected]; Wahid Secretary, Ahmed Tanneries (P) Chennai Whole time Ltd Director
FOR TRAINEES:
Sl. Name of the Require Name of the Mail ID No Practising ment Contact Person Company Secretary 1 A.K. Jain & Associates Trainees Mr.Pankaj Mehta [email protected];
2 R.Sridharan& Trainees Ms. A.Deepika [email protected]; Associates 3 V.Esaki& Associates Trainees Mr.V.Esaki [email protected];
“Forget all the reasons why it won’t work and Believe the one reason why it will..!!”
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LIST OF ICSI PUBLICATIONS AVAILABLE AT ICSI-SIRC, CHENNAI.
Price Titles (Rs.)*
CS regulation 1982 100.00 CS Act 1980 50.00 Every Drop Counts 150.00 Shareholder Activism 250.00 Guide to Companies Act 2013 - 2013 695.00 Guide to Companies Act 2013 ( Revised) - 2014 780.00 Insurance Handbook 200.00 Compliance hand book-general insurance 100.00 Challenging opportunities for pcs in labour laws 400.00 Corporate Social Responsibility 100.00 Gender Diversity in Board Rooms (Revised Edition) 100.00 Internal Audit 200.00 Related Party Transaction 250.00 Peer review manual (Revised) 200.00 Secretarial standard - I (Revised) 50.00 Secretarial standard - II (Revised) 50.00 Referencer on board's report 200.00 Amendment Rules Circulars Notifications and Orders under Companies Act,2013 300.00 The Companies Rules 2013 Wolters Kluwer 210.00 Incorporation of Companies 150.00 SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 200.00 SEBI (Prohibition of Insider Trading Reg.,2015)- A Hand Book 200.00 Company Secretary In Practice Areas of Recognitions 100.00 Handbook on arbitration conciliation and mediation 250.00 Independent directors a hand book(Revised Edition) 150.00
ICSI premier on company law (Vol-I) 2500.00
“We cannot always oblige; but we can always speak obligingly”
35 eNews letter | April 2017