Issue No: 10 SIRC eNewsletter October 2016 SOUTHERN INDIA REGIONAL COUNCIL
Chairman CS Sivakumar P Vice Chairman CS Ganapathi G M Secretary CS Ramakrishna Gupta R Treasurer CS Mohan Kumar A Members CS Dhanapal S CS Nagendra D Rao From the Chairman 1 CS Shastry P S Forthcoming Events 3 Ex-officio CS Ahalada Rao V Articles 5 CS Gopalakrishna Hegde SIRC Photographs & Activity 17 CS Ramasubramaniam C Chapter's Activity 26 Co-opted Members S Krishnan, I.A.S ICSI Publications 56 S B Gautam Opportunities for Members & Students 59 Announcement for Members 60 Announcement for Students 65 Dear Professional Colleagues, The 41st Southern India Regional Conference of Company Secretaries was successfully organized on 14th and 15th October 2016 at Ramada Cochin Resorts, Kochi on the theme – CS Rewarding Avenues – Reaping Benefits: Growing by Leaps and Bounds. Dr. K.N. Raghavan IRS, Commissioner of Customs, Kochi was the Chief Guest and inaugurated the Regional Conference. Hon'ble Justice Jayasankaran Nambiar A K, High Court of Kerala was the Chief Guest at the Valedictory Session. Dr.T.M.Thomas Isaac, Minister for Finance Government of Kerala delivered the Special Address at the Conference. As you are well aware Dr. T M Thomas Isaac is a member of the GST Council and his presence & speech at the Conference was a great encouragement to the professionals. The Conference was attended by nearly 400 delegates and invitees representing the southern part of the country and sister professional institutions. A galaxy of experts from the Regulatory, Industry, Professionals and Academics addressed at the Conference on the chosen topics such as Governance – The Invisible Reality, Hidden Treasurers in Companies Act 2013, Business Analytics – CS Competitive Advantage, CS – As Alternate Dispute Resolutions (ADR) Professionals, Personality Development /Soft Skills and Mock Session/Moot Court which was chaired by Shri. K K Balu, former Vice Chairman, Company Law Board.
The 41st Regional Conference was organized at kochi after a gap of 22 years. The Conference was attended by a record number of delegates and also the amount collected through Sponsorships/ Advertisements /Banners/Stalls was very encouraging. The Conference also attracted excellent media coverage in the local press.
I dedicate this success to all of you who have stood by me and have always been a source of strength and motivation to organize quality programmes both in terms of content and value. I also place on record my thanks to all the organizations who have extended their support magnanimously for the conference.
CS Sivadasan A who was the Chairman, ICSI-SIRC in the year 1994, was honoured at the Conference alongwith CS Nagendra D Rao the Immediate Past Chairman of ICSI-SIRC.
I also take this opportunity to thank the Team SIRC, Team Kochi Chapter led by CS Syam Kumar R, Officers and Staff of SIRO and Kochi Chapter.
I had the privilege of meeting Shri. Nitin Gadkari. Minister for Road Transport & Highways, Government of India alongwith CS Kala V, Company Secretary of Cochin Shippyard Ltd.
ICSI-SIRC eNewsletter / October 2016 1 It was a great privilege when CS Sahoo M S, Chairperson, The Insolvency and Bankruptcy Board of
India, New Delhi visited ICSI-SIRC and met select professionald on 25th October 2016. He heard the views & Suggestions of the Members on the draft rules & regulations pertaining to the Insolvency &
Bankruptcy Code 2016.
The power of belongingness and brotherhood is known to all of us. Many a times we tend to think that our success as a personal achievement and forget the contribution of the community we belong to – in our case, as professionals, the community of Company Secretaries. The CS Benevolent Fund is one of such collective effort towards extending the much needed financial support to the community of
Company Secretaries in times of distress. I appeal to Members who have not joined the Company
Secretaries Benevolent Fund to become its life members and extend the benevolence to your brothers in times of sorrow. The quantum of financial assistance to the dependents of life members of CSBF is increased form 5 Lakh to 7.5 Lakh w.e.f 1st January 2017 in the unfortunate event of the death of the life Member.
I humbly request the Members to give their inputs and suggestions towards the activities and program initiative of the ICSI-SIRC. I look forward to your valuable co-operation and support our future endeavors.
With regards,
Yours Sincerely,
CS Sivakumar P Chairman, ICSI-SIRC [email protected]
ICSI-SIRC eNewsletter / October 2016 2 “ I C S I - S I R C H o u s e ” , N o . 9 , W h e a t C r o f t s R o a d , N u n g a m b a k k a m , C h e n n a i - 6 0 0 0 3 4 Te l N o . 2 8 2 7 9 8 9 8 ; 2 8 2 6 8 6 8 5 , 2 8 2 2 2 2 1 2 , E m a i l : s i r o @ i c s i . e d u : W e b s i t e : w w w. i c s i . e d u for the month of November 2016 (held / to be held) Block your Diary!
Paid/ Date & Venue/ Event Speakers Free Timing PCH Paid 05.11.2016 ICSI-SIRC One Day Seminar CS Balasubramanian T House, on Latest Practising Company Chennai Updates in Secretary, Chennai Companies Act & Practical Issues Sowmya Parasuraman in XBRL Practising Company Secretary, Chennai
CS Sucharithra R Practising Company Secretary, Chennai
CS Pankaj Mehta Partner, A K Jain & Associates Chennai Paid 15.11.2016 ICSI-SIRC Half Day Seminar CS Sathyanarayanan S House, on All you want to Advocate Chennai know on Fraud - Chennai Provisions, Investigation, CS Achuthan R Reporting Sicagen India Limited Company Secretary & Compliance Officer, Chennai Free 15.11.2016 ICSI-SIRC Students House, Programe for Ms. R Vishaka 4.30– 5.45 EP Chennai Executive Programme Free ICSI-SIRC Students CS Srija 15.11.2016 House, Program " How to Chennai approach & CS Sowmiya 5.45 – 7.00 FP succeed in New syllabus" CS Snekha Paid ICSI-SIRC Research 25th & 26th, House, symposium on November Chennai The Companies To be announced 2016 Act, 2013 – Decoding unsolved Mysteries and impact of Amendment Bill 2016
ICSI-SIRC eNewsletter / October 2016 3 October 2016
My Nostalgia of CS Profession - 8 -CS Subbaraman TP
Compounding of Non-Filing of AOC-4/MGT- 7, Branch Auditor, Adjournment of Annual General Meeting & Filling of Unaudited Financial Statement -CS Divesh Goyal
Regulatory Updates during October 2016 - CS Achuthan R - CS Sanka Indrani
ICSI-SIRC eNewsletter / October 2016 4 CS Subbaraman TP Former Secretary, The ICSI
MY NOSTALGIA OF CS PROFESSION–8
Chartered Secretary. We gave birth to this journal on 31st July 1971, three months after my joining the infant Institute, along with the formation and constitution of four Regional Councils and a nucleus HQ library. We originally did not go for this title. When I approached the Registrar of Copyrights earlier, we suggested a few titles like “The Secretary” “Company Secretary”, and “Corporate Secretary”. But none of them was available for registration. In that year, with the merger of the Institute of Corporate Secretaries with the Institute of Chartered Secretaries and Administrators, London, the London body changed the title of its journal from “Chartered Secretary” to “Professional Administrator”. Thus we were provided the option of this title and we christened the journal as “Chartered Secretary”. The journal was published quarterly in the first year. With a stringent budget and my flair for economy, in retrospect, I have to admit that the first cover of the first issue was not good, although the contents were.
How its popularity attained. The popularity of the journal could not be created by a magic wand; we had to prepare ourselves to work hard. Fortunately, I had a good editorial team in Gopalan, J.K.Chawla and Anand Rao. While editorial assistance was provided by Gopalan and Anand Rao, I introduced Chawla initially to the concerned officials in Company Affairs, M.R.T.P.Commission, Ministry of Finance, Customs Revenue etc., and he was also in Rakesh Press for finalisation of the magazine until its posting every month. Everything was taken step by step, like approaching Government officials for providing notification immediately on its issue at the earliest, and including other sections most useful to members. Apart from ensuring regularity of Govt. notifications, CLB and MRTP cases, we arranged resource persons for providing HC and SC judgements, which could be of interest to our members and other readers. Until we could get good and eminent writers all over the country for providing articles, I myself along with AM Chakraborthy, V.Balu and a few other local members having a flair for writing, provided articles for the journal. All these were challenges in initial stage. Our publishing of most relevant notifications, e.g. Manufacturing and other Companies Auditors Report, CA firm to disclose the name of auditor as well, CLB order stating minor is eligible to hold share, Panorama Development case, etc. were published first in our journal. We got sponsors for prize awards for best articles in legal, accounts and management disciplines, used sensational cover titles like 'CBI Report inside' (Confederation of British Industry reports!), 'No More Shahs and no more Jacobs' and 'Turner Morrison turns the table' (Articles), got relevant advertisements to reduce the cost of journal, introduced special issues of journal on important subjects, provided previous references and footnotes in Govt. notifications, and ensured regular supply of papers for printing of journal at economical rates . .(imported paper supply was rationed at one time). We made the journal monthly from April 1972, and later changed its size in line with reputed and international magazines. We widened the scope of articles in line with our professional requirements, with management, finance, accountancy and taxation topics, in addition to core legal areas. We soon introduced publication of proceedings of Study Circle meetings, Secretarial Practice Recorder, Prize Quiz, Readers' Views, Book Review, Students Section and Corporate Miscellany. The annual volume itself was later changed from FY to Calendar year. ICSI-SIRC eNewsletter / October 2016 5 Balanced seriousness with diversion. We tried apt cartoons and jokes in lighter vein on current topics of interest to the profession. Till early seventies, in Industry, Society and even Government, the term 'company secretary' was not popular and generally it was mistaken with private secretaries working in a company. Lower officials in DCA forwarded us in early seventies a brochure received of an international conference of secretaries in Manila. In fact it was a conference for private secretaries working in international companies to improve their talents!! Our first all India conference in 1971 itself was, on the 'Role and Responsibility of a Company Secretary in Corporate Sector'. In that context, to remove the confusion, we even published an anecdote quoted by the then President in lighter vein, of a 36-24-26 secretary, as multinational companies generally had a lady secretary for senior executives. We titled our first seminar in Shimla, as 'Workshop on Restrictive Trade Practices' and a bystander then innocently asked me as to what we manufacture!! Later during P.R.Roy tenure, he mentioned in lighter vein of an advertisement of a company requiring for appointment 'one armed company secretary'. The previous company secretary was not providing clear-cut legal opinion for adherence and was always stating that on the one hand……. but on the other hand…… We published the anecdote with one armed chair for the cabin of a company secretary. After trial and error with other cartoonists, with the help of the then Times of India Secretary P.R.Krishnamoorthy I could persuade the legendary cartoonist R.K.Laxman to provide a cartoon for our professional journal every month. He generally provided political cartoons for Times of India. We later requested him to address one of our National Conventions held in Delhi before I retired.
Ed.Board strengthened. We formalised our Editorial Board inviting eminent persons and experts, like Justice J. L. Nain (Chairman, MRTP Commission), Rusi S. Gae (formerly Law Secretary), Sharu S. Rangnekar (Management expert), AM Chakraborthy, V.Balu and Manmohan (last three were IES and ACS as well). AMC and V. Balu were also later our Director of Research and Publications). A.M. Chakraborthy, I soon found, was not only proficient and prolific writer on legal and management discipline, but had very good knowledge in other disciplines like Homeopathy, Astrology, Tantric traditions, etc. He got the first prize award for his article on “The Joint Sector” from the then Law Minister H.R.Gokhale and was also a Council member for some time.
Readers' Opinion. Periodically we asked for readers' opinion of our journal, to ensure that every printed line was useful and relevant to our profession. Some Registrars and field officers used to tell us that they got Dept. notifications faster from Chartered Secretary than from their HQ. Once when a member complained that the journal was published only in month end, the President in lighter vein told in a meeting: what is your problem if April issue covered May notifications as well! On one occasion when I met a senior partner of CA firm Ferguson in Bombay, he told that Chartered Secretary was more useful than even their own journal, for their practice. Similarly the then ICWAI doyens N.K.Bose and V. Kalyanaraman not only appreciated our journal but deputed one of the ICWAI journal staff to consult us to improve their journal as well. D. Rangaswamy, President of ITAT, was another luminary who constantly appreciated our journal. We had occasions when people used to identify the Institute as the one which publishes Chartered Secretary. P.R.Roy, President in 1980-81, eulogised the journal and the editorial team in President's page, stating that he was gratified that the journal continued to enjoy a high degree of reputation as an extremely useful periodical by a large number of professional readers extending beyond those associated as our members and students. He then stated that the Ed.Board members and editorial staff deserved his hearty congratulations and appreciated the work culture and dedication of the staff I had. We will talk about other publications and expansion of other activities in the next issue.
ICSI-SIRC eNewsletter / October 2016 6 Compounding of Non-Filing of AOC-4/ MGT- 7, CS Divesh Goyal Branch Auditor, Adjournment of Annual General Meeting and Filling of Unaudited Practicing Company Secretary Financial Statement Goyal Divesh & Associates New Delhi
BACKGROUND:
As per Companies Act, 2013 every Company have to file e-form MGT-7 within 60 from the date of Annual General Meeting 'AGM' and AOC-4 required filing with ROC within 30 from the date of AGM. Below we will discuss the consequences of non filing or delay in filing of e-form MGT-7 (Annual Return) and e-form AOC-4 (Filing of Financial statement).
Situation: Many professional have raised question, what are the consequences if Company fail to file such forms AOC-4/ MGT-7 with in 30 or 60 days from the date of Annual General Meeting.
Whether Company will be liable for penalty or Prosecution for non-filing of AOC-4 & MGT-7 within 30/60 days from the date of Annual General Meeting or Company can file it with late fees.
Let's first discuss the questions: Whether Company will be liable for penalty or Prosecution for non-filing of AOC-4 & MGT-7 within 30/60 days from the date of Annual General Meeting or Company can file it with late fees? Some people have confusion in such situation that company can file with additional fees or prosecution will be initiated against the Company:-
Statutory Provisions Contained Under the Act: As per Section 92 Every company shall file with the Registrar a copy of the annual return (MGT-7), within 60 days from the date on which the annual general meeting is held
As per Section 137 A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed (AOC-4) with the Registrar within 30 days of the date of annual general meeting
As per Section 403 As we know as per section 403 of Companies Act, 2013: Any document, required to be submitted, filed, registered or recorded, or any fact or information required or authorized to be registered under this Act, shall be submitted, filed, registered or recorded within the time specified in the relevant provision on payment of such fee as may be prescribed:
Provided that any document, fact or information may be submitted, filed, registered or recorded, after the time specified in relevant provision for such submission, filing, registering or recording, within a period of two hundred and seventy days from the date by which it should have been submitted, filed, registered or recorded, as the case may be, on payment of such additional fee as may be prescribed:
ICSI-SIRC eNewsletter / October 2016 7 Interpretation Note:
If a Company is not complied with the above provision and has made delay of more than 300 days for filing of above mentioned forms. In such situation penalty or prosecution of section 92/137 will be levy on the Company.
Registrar of Companies has power to issue show cause notice to Companies, if Company fails to file the same within 300 days. By issue of notice to Company ROC can instruct the Company to file the forms and compound the offence u/s 92 and 137 through section 441 and ask to the Company why action should not been taken for prosecution under section 92 and 137 for contravention of section 92, and 137 of the Act respectively.
But there is a situation in which company can save itself from the prosecution u/s 92/137. I.e. compounding of the offence.
As per the decided case, In P P Varkey V. STO (1999) 114 STC 224 (Bom HC DB), it was held that once an offence is compounded, penalty or prosecution proceeding cannot be taken for same offence.
As per Section 441(1) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974), any offence punishable under this Act (whether committed by a company or any officer thereof) with fine only, may, either before or after the institution of any prosecution, be compounded by the Tribunal; or where the maximum amount of fine which may be imposed for such offence does not exceed five lakh rupees, by the Regional Director or any officer authorized by the Central Government
Let's discuss the situation: Many persons have been raising question that, e-form MGT-7 and AOC-4 are in STP (Straight through process) mode. If Company files it after 300 days MCA system accept the form without any error and because of STP mode form also get approved. Then whether Company should go for the compounding of the offence or approval status of the form itself means that no prosecution will be initiated against the Company.
Interpretation Note: As we discussed the statutory provisions above, if Company fails to file the form within time period provides under section 92/137 then company have time to file the same with additional fees u/s 403. But if Company fails to file the same within the additional period provide in 403 then as per section 403(2) be liable for the penalty or punishment provided under this Act for such failure or default i.e. section 92 and 137.
But Company have an option to save itself from the penalty and punishment by compounding of such offence. Compounding is essentially a compromise or arrangement between administrator of the enactment and person committing an offence. Compounding crime consists of receipt of some consideration (termed as compounding fees) in return for an agreement not to prosecute one who has committed an offence.
ICSI-SIRC eNewsletter / October 2016 8 A Company can apply for the compounding of offence only after making of default good. Therefore, before applying for the compounding Company have to file the both e- forms with ROC with additional fees as u/s 403. Once company will file the form, it will be compliance of provisions of section 92/137 and default will be stop on that date. Then Company have to go for the compounding of offence start from the 31/61 days from the date of AGM till date of filing of forms with ROC.
Further, In S Viswanathan V. State of Kerala (1993) 113 STC 182 (Ker HC DB), it was held that once the matter is compounded, neither department nor assessee can challenge the compounding order. Department cannot reopen the matter on the reason that actual suppression was much higher.
CONCLUSION:
Hence, considering the provisions of Section 403 and 441 one can opine that for non filing of MGT-7/ AOC-4 within 300 days from the date of Annual General Meeting, Company can go for compounding to save itself from the future prosecutions and penalties.
Thus, here one can opine that instead of MGT-7/AOC-4 are in STP mode company should go for the compounding of offence if fails to file such form within period of 300 days.
Any other opinion is also welcome for further clarity of the provision of the Companies Act. BRANCH AUDITOR
BACKGROUND: Many professionals have been raising question on interpretation/ procedure for appointment of branch auditor or audit of branch under Companies Act, 2013:- Situation:
As per Companies Act, Every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which gives a true and fair view of the state of the affairs of the company, including that of its branch office or office.
Branch Office: Section 2 (14) “branch office”, in relation to a company, means any establishment described as such by the company.
Statutory Provisions: As per Section 143(8): Where a company has a branch office, the accounts of that office shall be audited either by · The company's auditor; or · Any other person, qualified to be and appointed as an auditor as per the provisions of the Act to act as branch auditor under section 139.
where the branch office is situated in a country outside India, the accounts of the branch office shall be audited either by the company's auditor or by an accountant or by any other person duly qualified to act as an auditor of the accounts of the branch office in accordance with the laws of that country and the duties and powers of the company's auditor with reference to the audit of the branch and the branch auditor, if any, shall be such as may be prescribed.
ICSI-SIRC eNewsletter / October 2016 9 Question: i. If Statutory auditor itself doing audit of the Branch office then Whether there is need pass resolution separately for his appointment as auditor of Branch? ii. If statutory auditor is different from the branch auditor then what will be the process of appointment of branch auditor.
Let's first discuss the questions: If Statutory auditor itself doing audit of the Branch office then Whether there is need pass resolution separately for his appointment as auditor of Branch? Some people have confusion in such situation for passing of separate resolution and filing of separate from for appointment of branch auditor.
Statutory Provisions Contained Under the Act: As per provision of Companies Act, 2013 Section 143(1) every auditor of a company shall have a right of access at all times to the books of account and vouchers of the company, whether kept at the registered office of the company or at any other place and shall be entitled to require from the officers of the company such information and explanation as he may consider necessary for the performance of his duties as auditor.
As per section 143(3) The auditor's report shall also state— · whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit · whether, in his opinion, proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been received from branches
LITERAL RULE OF INTERPRETATION
Before we discuss this issue at length, it may be mentioned in this connection that the first and foremost principle of interpretation of a statute in every system of interpretation is the literal rule of interpretation. The other rules of interpretation e.g. the mischief rule, purposive interpretation etc. can only be resorted to when the plain words of a statute are ambiguous or lead to no intelligible results or if read literally would nullify the very object of the statute. Where the words of a statute are absolutely clear and unambiguous, recourse cannot be had to the principles of interpretation other than the literal rule.
The literal rule of interpretation is not only followed by Judges and lawyers, but it is also followed by the lay man in his ordinary life. To give an illustration, if a person says "this is a pencil", then he means that it is a pencil; and it is not that when he says that the object is a pencil, he means that it is a horse, donkey or an elephant. In other words, the literal rule of interpretation simply means that we mean what we say and we say what we mean. If we do not follow the literal rule of interpretation, social life will become impossible, and we will not understand each other. If we say that a certain object is a book, then we mean it is a book. If we say it is a book, but we mean it is a horse, table or an elephant, then we will not be able to
ICSI-SIRC eNewsletter / October 2016 10 communicate with each other. Life will become impossible. Hence, the meaning of the literal rule of interpretation is simply that we mean what we say and we say what we mean.
Interpretation Note: As per power/duties of auditor u/s 143, It can be interpreted that it is the general duty of the statutory auditor of the Company to access at all times to the books of account and vouchers of the company, records of the company whether kept at the registered office of the company or any other place including branch office. The auditor shall make a report to the members of the company on the accounts examined by him and on every financial statement. It is duty of the auditor to ensure to the stake holders that to the best of his information and knowledge, the said accounts, financial statements give a true and fair view of the state of the company's affairs.
Further he has to check the financial statements prepared by the management and have to prepare its report on the basis of such financials. Financial statement will definitely include the reporting of all the offices/ branches of the Company. Auditor have to audit financial statement of the Company and give his report on the basis of such report.
Conclusion Hence, considering the provisions of Section 143 one can opine that it is duty of the statutory auditor of the Company to do audit of the Branch office of the Company if there is no separate auditor is appointed by the company for branch office. It is part and parcel of the duty of the statutory auditor to include all the office of the company for its audit.
Any other opinion is also welcome for further clarity of the provision of the Companies Act.
Thus, here can opine that there is no need to pass separate resolution and to file any separate form to get audit of branch office of the company by the branch auditor. Let's discuss the questions: If statutory auditor is different from the branch auditor then what will be the process of appointment of branch auditor? Some people have confusion in such situation for appointment of Branch Auditor.
Statutory Provisions Contained Under the Act: As per provision of Companies Act, 2013 Section 143(8): Where a company has a branch office, the accounts of that office shall be audited either by · The company's auditor; or · Any other person, qualified to be and appointed as an auditor as per the provisions of the Act to act and appointed as such under section 139. The duties and powers of the company's auditor with reference to the audit of the branch and the branch auditor, if any, shall be as contained in sub-sections (1) to (4) of section 143 i.e. right of access to books of accounts, ensure about the mandatory books of accounts maintained, prepare auditors' report and state the reasons of qualification in report, if any etc
The provisions of sub-section (12) of section 143 read with rule 12 hereunder regarding reporting of fraud by the auditor shall also extend to such branch auditor to the extent it relates to the concerned branch. ICSI-SIRC eNewsletter / October 2016 11 Interpretation Note: If we gone through the provisions mentioned above, It is clearly mentioned that. If company appointed a separate auditor as branch auditor to audit the branch office of the Company then such appointment will be as per section 139 (Appointment of Auditor). Provisions of 139 applicable on the statutory auditor are same applicable on the branch auditor.
Conclusion
Hence, considering the provisions of Section 143(8) one can opine that all the provisions of section 139 relating to appointment of statutory auditor are applicable on Branch Auditor also.
Thus, here can opine that there is no separate process for appointment of branch auditor. Whatever process we follow for statutory auditor appointment will be applicable on the branch auditor
Any other opinion is also welcome for further clarity of the provision of the Companies Act.
ADJOURNMENT OF ANNUAL GENERAL MEETING
BACKGROUND: Many professionals have been raising question on interpretation/ provisions relating to adjourned meeting:-
ICSI-SIRC eNewsletter / October 2016 12 v Whether Adjournment of AGM after the prescribed period (eg. 30th September) is default of Section 96 of Companies Act, 2013 or not?
Let's first discuss the questions: Whether holding of adjourned AGM after expiry of period mentioned in section 96 is compliance of provisions of section 96 or not. Some people holds a view that holding of AGM with in time and then adjournment of meeting and holding of adjourned meeting after expiry of time as prescribed u/s 96 is compliance of section 96. One of the arguments put forth by the people supporting the first school of thought is that section states about holding of AGM within time not about conclusion of AGM within time.
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).
1. As stated in Section 196(1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.
Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year.
2. As stated in 103(2): If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company— (a) the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine.
3. As stated in clause 15.6 of Secretarial Standard 2 At an adjourned Meeting, only the unfinished business of the original Meeting shall be considered.
4. If any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lacs rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues.
Interpretation Note:
Therefore, as per the language of section 96 discuss about the time period of holding of AGM. This section doesn't states about provisions relating to adjournment of AGM.
It is possible for a company to adjourn the annual general meeting in case the accounts are not-ready, without complying with the requirements of section 137 of the Act. In this connection, it may be stated
ICSI-SIRC eNewsletter / October 2016 13 that it is mandatory on the part of the Board of Directors of the company to lay the accounts at every annual general meeting within the statutory. In case the annual general meeting is held in accordance with the provisions of section 96 of the Act, and the accounts are not placed thereat, the same not being ready, it is no doubt open to the company concerned to, adjourn the said annual general meeting to a subsequent date for laying the accounts to comply with the provisions of section 129(2).
In Bejoy Kumar case (supra) referred to in the Circular (Circular No. 4 of 1974, dated February 2, 1974) the Calcutta High Court did not accept the contention that an annual general meeting could be adjourned beyond the statutory period limits as laid down in sections 96 and 129 of the Act. As stated in section 137(1) {extract of provision given below} it obligatory for the companies to file with the Registrar annual accounts within the time-limit prescribed in section 137(1) even if the meeting is adjourned without adopting the annual accounts.
Extract of Section 137(1) A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting.
where the financial statements under sub-section (1) are not adopted at annual general meeting or adjourned annual general meeting, such Unadopted financial statements along with the required documents under sub-section (1) shall be filed with the Registrar within thirty days of the date of annual general meeting and the Registrar shall take them in his records as provisional till the financial statements are filed with him after their adoption in the adjourned annual general meeting for that purpose was amended by the Companies (Amendment) Act, 1988
CONCLUSION:
Hence, considering the provisions of Section 96, 137(1) one can opine that every company must file the annual accounts with the Registrar within thirty days of the annual general meeting irrespective of whether the annual general meeting is held or not or whether the annual accounts are adopted or not. Needless to state, consistent with the view taken by the Calcutta High Court, every annual general meeting, including its adjournment, if any, must be held within the period limits laid down in section 96(1). One can refer the following below mentioned cases:
Thus, here opine that the adjourned annual general meeting should be held within the maximum time- limit allowed by this section 96.
The adjourned annual general meeting must be held within the maximum time-limit allowed by this section. In Mundhra (M.D.) v. Asst. Registrar of Companies, (W.B.), (1990) 50 Com Cases 346 (Cat)(DB); Bejoy Kumar Karnani v. Asst. Registrar of Companies, (W.B.), (1985) 58 Com Cases 293 (Cal); Subal Dutta & Sons Pvt. Ltd. v. Asst. Registrar of Companies, W.B., (1986) 59 Com Cases 822 (Cal).
Any other opinion is also welcome for further clarity of the provision of the Companies Act.
ICSI-SIRC eNewsletter / October 2016 14 FAQ's: v Section 96(2) provides that every annual general meeting shall be called for a time during business hours 9 a.m. and 6 p.m. on any day that is not a National Holiday, and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate.
Is it necessary that notice of the adjourned general meeting is to be given to the members of a Company?
As per Section 103(2) If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company—
v the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine; or v in case of an adjourned meeting or of a change of day, time or place of v meeting under clause (a), the company shall give not less than three days notice to the members either individually or by publishing an advertisement in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated v Whether a Company can adjourn meeting by subsequent notice?
In Smith v. Paringa Mines Ltd., (1906) 2 Ch 193, it was held that once a notice of the meeting is given, it cannot be adjourned by a subsequent notice. The Board of Directors does not have this power. The proper course will be to hold a meeting and resolve the adjournment of it to any future convenient date.
FILLING OF UNAUDITED FINANCIAL STATEMENT
BACKGROUND: Many professionals have been raising question on filing of unaudited financial statement with ROC in case of adjourned meeting or non holding of AGM:-
Situation: The Companies Act, 2013 mandate on Companies to file duly adopted financial statement with ROC within 30 days of date of Annual General Meeting (“here after called as AGM”). But in some situation it is not possible for the Companies to adopt financial statement in AGM. Exp. Financial statements are not ready on the date of AGM therefore same may be approved at adjourned AGM. Now the question is; v Whether Companies require to file unaudited financial statement with ROC in case of audited financial statement are not ready on the date of AGM or not adopted in AGM?
Let's first discuss the questions: Whether Company required filing unaudited financial statement with the company as provisional financial statement. Some people hold a view that there is no need to file unaudited/ provisional financial statement with the Company. One of the arguments put forth by the people supporting the first school of thought is that if Company is adjourned the AGM due to non adoption of financial statement such financial statement will be file only after adoption of AGM.
ICSI-SIRC eNewsletter / October 2016 15 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).
1. As stated in Section 137(1) A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed within the time specified under section 403: [Form AOC-4].
2. Provided that where the financial statements under sub-section (1) are not adopted at annual general meeting or adjourned annual general meeting, such Unadopted financial statements along with the required documents under sub-section (1) shall be filed with the Registrar within thirty days of the date of annual general meeting and the Registrar shall take them in his records as provisional till the financial statements are filed with him after their adoption in the adjourned annual general meeting for that purpose:
3. Provided further that financial statements adopted in the adjourned annual general meeting shall be filed with the Registrar within thirty days of the date of such adjourned annual general meeting with such fees or such additional fees as may be prescribed within the time specified under section 403:
4. Interpretation Note: Therefore, as per the language of section 137 discuss about the filing of financial statement with ROC. Even section states about filing of unaudited financial statement also.
5. As per first proviso of Section 137(1) if financial statement not adopted in AGM or adjourned AGM due to any reason. Such Company meanwhile can file the un-audited financial statement as provisional statement within 30 days of date when AGM required being hold or held. Even as per second proviso company required to file audited/ adopted financial statement within 30 days, once such financial statement adopted by the AGM or adjourned AGM. Until Company doesn't file adopted financial statement company will registrar unaudited financial statement as provisional.
6. As per point 4(b)(i) of e-form AOC-4 Company has to select from the following options: 7. Provisional un-adopted financial statements 8. Adopted financial statements 9. Revised financial statements u/s 130 10. Revised financial statements u/s 131
CONCLUSION: Hence, considering the provisions of Section 137(1) one can opine that every company must file the annual accounts with the Registrar within thirty days of the annual general meeting irrespective of whether the annual general meeting is held or not or whether the annual accounts are adopted or not. U
Thus, here opine that the Company have to file un-audited/provisional financial statement within 30 days of AGM and have to file audited financial statement once such statement is approved by the shareholders in the adjourned AGM.
Any other opinion is also welcome for further clarity of the provision of the Companies Act.
ICSI-SIRC eNewsletter / October 2016 16 Regulatory Updates during October 2016 From Ministry of Corporate Affairs, Reserve Bank of India, Securities Exchange Board of India and Ministry of Labour and Employment
CS Achuthan R CS Sanka Indrani Company Secretary Company Secretary Rules
1. Companies (Incorporation) fourth Amendment Rules, 2016
The Central Government has amended the Companies (Incorporation) Rules, 2014 vide its notification dated October 1, 2016.
Applicability:
To all companies
Crux of the Rules:
Through these rules the Central Government has made the following amendments to the Companies (Incorporation) Rules 2014.
a. Replacing/ substituting the following current rules
Sr No Main Rule being Existing Replaced/ substituted with Rule replaced/ substituted
1 Rule Proviso of A copy of order of Subject to the provision of 33 (2) 3 (1) the competent sub-rule (1), for effecting authority approving the conversion of a public the alteration, shall company into aprivate be filed with the company, a copy of order of Registrar inForm No. the Tribunal approving the INC-27 with fee alteration, shall be filed with together with the the Registrar in Form printed copy of the No.INC-27 with fee alteredarticles within together with the printed fifteen days of the copy of altered articles receipt of the order within fifteendays from the from date of receipt of the order from the the Central Government Tribunal”
ICSI-SIRC eNewsletter / October 2016 17
a. Insertion of the following rules
2. Rule 38: Simplified Pro-forma for Incorporating Company Electronically (SPICE)-(WEF 02nd Oct 2016)
(1) The simplified integrated process for incorporation of a company in Form No. INC- 32 alongwith e-Memorandum of Association in Form No. INC-33 and e-Articles of Association in Form No. INC-34.
(2) The provisions of sub-rule (2) to sub-rule (13)of rule 36 shall apply mutatis mutandisfor incorporation under this rule.
Provided that for the purposes of references to form numbers INC-29, INC-30 and INC-31 in rule 36 with Form No.INC-32, Form no.INC-33 and Form No. INC-34 shall be substituted respectively.
3. Rule 39: Conversion of a company limited by guarantee into a company limited by shares - (WEF 01st Nov 2016)
(1) A company other than a company registered under section 25 of the Companies Act, 1956 or section 8 of the Companies Act, 2013 may convert itself into a company limited by shares.
(2) The company seeking conversion shall have a share capital equivalent to the guarantee amount.
(3) A special resolution is passed by its members authorising such a conversion omitting the guarantee clause in its Memorandum of Association and altering the Articles of Association to provide for the articles as are applicable for a company limited by shares.
(4) A copy of the special resolution shall be filedwith the Registrar of Companies in Form no. MGT-14 within thirty days from the date of passing of the same along with fee as prescribed in the Companies (Registration Offices and Fees) Rules, 2014.
(5) An application in Form No. INC-27 shall be filed with the Registrar of Companies within thirty days from date of the passing of the special resolution enclosing the altered Memorandum of Association and altered Articles of Association anda list of members with the number of shares held aggregating to a minimum paid up capital which is equivalent to the amount of guarantee hither to provided by its members.
(6) The Registrar of Companies shall take a decision on the application filed under these rules withinthirty days from the date of receipt of applicationcomplete in all
ICSI-SIRC eNewsletter / October 2016 18 4. Insertion and Revision of the existing forms:
Insertion and revision of new and existing forms INC 11B, INC 27, INC 32, INC 33, INC 34,
Source: http://mca.gov.in/Ministry/pdf/CompaniesIncorporationFourthAmendmentRules_01 102016.pdf
MCA Circular
1. Relaxation of additional fees and extension of last date of filing AOC- 4, AOC-4 (XBRL), AOC 4 (CFS) and MGT 7 e-forms under the Companies Act 2013 – regarding
2. MCA Circular
Circular No. 12/2016 dated October 27, 2016
The ministry has relaxed the additional fees for filing forms AOC 4, AOC 4(XBRL), AOC 4 (CFS) and MGT 7.
Crux of the Circular:
On receiving requests from various stakeholders the ministry has decided to further extend the last date for filing of financial statements and annual return without additional fee till November 29, 2016.
Source: http://mca.gov.in/Ministry/pdf/Generalcircular12_28102016.pdf
MCA Notification
4. National Advisory Committee on Accounting Standards
MCA Notification dated October 3, 2016
The constitution of national advisory committee on accounting standards.
ICSI-SIRC eNewsletter / October 2016 19 Crux of the Notification
Through this notification the central government constitutes a 13 member national advisory committee on accounting standards, to advice the central government on the formulation and laying down of accounting policies and standards for adoption by companies or class of companies under the said act/ companies act 2013.
Source: http://mca.gov.in/Ministry/pdf/Notification_03102016.pdf
5. Others MCA information
· Forms MGT-7 and GNL-4 are likely to be revised w.e.f 03rd Nov2016.
· The e-Form INC-29 (Integrated Incorporation Form) has beenwithdrawn. For the purpose of incorporation the form SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) are to be used respectively.
· The validation tool for filing the AOC 4(XBRL) has been revised
Source: http://mca.gov.in/MinistryV2/homepage.html
Reserve Bank of India and Foreign Exchange Management Act
Circular 6. External Commercial Borrowings (ECB) by Startups
RBI Circular:
Circular No.: RBI/2016-17/103, A.P. (DIR Series) Circular No. 13 dated October 27, 2016
Applicability:
All category I AD banks and Start Ups
Crux of the Circular:
The government through this notification hereby permits the AD Category I Banks to allow startups to raise ECB under the said framework.
ICSI-SIRC eNewsletter / October 2016 20 The Salient features of the framework are as follows:
a. Eligibility of the startups to raise ECBs
b. Minimum average maturity period of the ECBs
c. Recognized lender
d. The form of borrowing, the borrowing currency, borrowing limit
e. Conversion of borrowings into equity
f. Issuance of corporate and personal guarantee
g. Hedging
h. Currency conversion rate
Source: https://rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=10667
7. Foreign Exchange Management (Manner of receipt and payment) Regulations, 2016
RBI Circular:
Circular No.: RBI/2016-17/93, A.P. (DIR Series) Circular No. 11 [(1)/14(R)] dated October 20, 2016 Applicability:
All Category - I Authorised Dealer Banks and all those companies who are in receipt of / payment in foreign exchange
Crux of the Circular:
RBI drawing a reference to its Master Direction on Export of Goods and Services dated May 26, 2016, Import of Goods and Services dated October 20, 2016 and Foreign Exchange Management Act, 1999, clearly specifies:
- the manner of receipt in foreign exchange by way of remittance or by way of reimbursement from his branch or correspondent outside India against payment for exports from India or against any other said payment.
ICSI-SIRC eNewsletter / October 2016 21 - the manner of payment in foreign exchange by way of remittance or by way of reimbursement from India or by way of reimbursement to its branch or correspondent outside India against payment for import into India, or against any other said payment.
Source: https://rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=10653
8. Foreign investment in Other Financial Services
RBI Circular: Circular No.: RBI/2016-17/90, A.P. (DIR Series) Circular No. 8 dated October 20, 2016
Applicability: All Category - I Authorised Dealer Banks and foreign investors
Crux of the Circular: - RBI drawing an attention to its notification, Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 dated October 20, 2016, decides to permit 100% foreign investment under automatic route in other financial sectors
- And such foreign investment shall be subject to applicable conditionalities, including minimum capitalization norms, as specified by the concerned Regulator/ Government Agency.
- Foreign investment in financial services activities which are not regulated or partly regulated by any financial sector regulator or where there is lack of clarity regarding regulatory oversight, foreign investment will be allowed up to 100% under the Government approval route.
Source: https://rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=10650
9. Investment by a Foreign Venture Capital Investor (FVCI) registered under SEBI (FVCI) Regulations, 2000
RBI Circular: Circular No.: RBI/2016-17/89, A.P. (DIR Series) Circular No. 7 dated October 20, 2016
Applicability: All Category - I Authorised Dealer Banks and foreign venture capital investors
ICSI-SIRC eNewsletter / October 2016 22 Crux of the Circular:
- RBI drawing an attention to its notifications and amendments on Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, permits FVCIs which have registered under SEBI (FVCI) regulation 2000 to invest in equity or equity linked instrument or debt instrument of:
o certain unlisted companies without obtaining prior RBI approval
o in start up companies
o in Units of a Venture Capital Fund (VCF) or of a Category I Alternative Investment Fund (Cat-I AIF) (registered under the SEBI (AIF) Regulations, 2012) or units of a Scheme or of a fund set up by a VCF or by a Cat-I AIF.
- Salient features of the revised regulatory framework to be complied by Venture Capital Fund (VCF) or a Cat-I AIF:
o Opening of a foreign currency account and/or a rupee account with a designated branch of an Authorised Dealer for the purpose of making transactions only and exclusively under this Schedule.
o Payment of consideration for all investment by an FVCI shall be paid out of inward remittance from abroad through normal banking channels or out of sale / maturity proceeds of or income generated from investment already made
o There will be no restriction on transfer of any security/instrument held by the FVCI to any person resident in or outside India.
- Reporting by the entity in receipt of the investment
Source: https://rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=10649
1. Review of sectoral caps and simplification of Foreign Direct Investment (FDI) Policy
RBI Circular: Circular No.: RBI/2016-17/88, A.P. (DIR Series) Circular No. 6 dated October 20, 2016
Applicability: All Category - I Authorised Dealer Banks and foreign director investors 23 ICSI-SIRC eNewsletter / October 2016 Crux of the Circular: - RBI draws attention to its regulation, Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 amended from time to time.
- Some of the salient features of the amendments are as follows: o Limits /cap in investing in various sectors and industries through automatic route and approval route. o Compliances with the sectoral/statutory caps on foreign investment and attendant conditions
o Permitting an entity that has been engaged in single brand retail trading operating through brick and mortar stores, to undertake retail trading through e-commerce.
Source: https://rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=10648
Securities Exchange Board of India
11. Freezing of Promoter and Promoter group Demat accounts for Non - compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
SEBI Circular:
Circular No: SEBI/HO/CFD/CMD/CIR/P/2016/116 dated October 26, 2016
Applicability:
To all Listed Entities
Crux of the Circular:
- SEBI vide its circular no: CIR/ CFD/CMD/12/2015 dated Nov 30, 2015 had prescribed fine structure with regard to non compliance of certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Standard Operating Procedure for suspension and revocation of trading of specified securities.
24 ICSI-SIRC eNewsletter / October 2016 - However, it has been observed that the noncompliant listed entities had not paid their fines. Therefore, to ensure effective enforcement it has been decided to freeze the holdings of their promoters and promoter group entities.
- The depositories, shall furnish to the exchange upon receipt of request, all such information pertaining to holdings in the demat accounts of promoter and promoter group of such listed entities.
- Also, the circular no: CIR/ CFD/CMD/12/2015 dated Nov 30, 2015 shall continue to be applicable.
Source: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1477480389564.pdf 1. Disclosures in case of listed insurance companies
SEBI Circular:
Circular: CIR/CFD/DIL/115/2016 dated October 24, 2016
Applicability:
To all Listed Entities
Crux of the Circular:
- SEBI issued various circulars on publishing of financial results by listed companies. SEBI through its circular no: CIR/CFD/FAC/62/2016 dated July 5, 2016, had provided the formats for the listed entities to submit their unaudited/ audited quarterly financial results with the stock exchanges.
- However, banking companies and insurance companies were permitted to follow the formats as prescribed under the respective acts / regulations as specified by their regulations.
- Through this circular currently SEBI in consultation with the IRDAI has clarified that the listed insurance companies (life and non-life):
o for the quarter ending Sep 30, 2016 and Dec 31, 2016, shall submit the quarterly financial results, segment wise revenue report, results and capital employed reports in the specified formats. 25 ICSI-SIRC eNewsletter / October 2016 o The format for newspaper publishing (standalone/ consolidated), shall be the same format as specified under the aforesaid circulars issued by SEBI. Additional disclosures may also be made as prescribed by IRDAI and o Other requirements specified under the aforesaid circulars shall continue to apply to insurance companies
Source: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1477287349972.pdf
13. Disclosure of financial information in offer document/placement memorandum for InvITs SEBI Circular:
Circular: CIR/IMD/DF/114 /2016 dated October 20, 2016
Applicability:
To all Listed Entities
Crux of the Circular
With reference to regulation 15(3) read with schedule III and regulation 15(4) of SEBI (Infrastructure Investment Trusts) Regulations 2014 the detailed requirements for disclosure of financial information in offer document/ placement memorandum for InvITs are placed at ‘Annexure –A’ through this circular.
Source: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1476958899483.pdf
1. Facilitating transaction in Mutual Fund schemes through the Stock Exchange Infrastructure
SEBI Circular:
Circular: SEBI/HO/MRD/DSA/CIR/P/2016/113 dated October 19, 2016
Applicability:
To all Listed Entities
ICSI-SIRC eNewsletter / October 2016 26 Crux of the Circular
- SEBI earlier vide its circular no CIR/MRD/DSA/32/2013 dated October 4, 2013 had permitted mutual fund distributors to use the infrastructure of recognized stock exchanges to purchase and redeem mutual fund units directly from Mutual Fund/ Asset Management Companies.
- Now it has decided to permit SEBI Registered Investment Advisors (RIAs) to use the infrastructure of the recognized stock exchanges to purchase and redeem mutual fund units directly from Mutual Fund/ Assets Management Companies on behalf of their clients, including direct plans.
Source: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1476869905025.pdf
15. Bullion as collateral
SEBI Circular:
Circular: SEBI/HO/CDMRD/DRMP/CIR/P/2016/112 October 14, 2016
Applicability:
To all Listed Entities
Crux of the Circular
- SEBI earlier vide its circular no CIR/CDMRD/DRMP/01/2015 dated October 1, 2015 had put in place a comprehensive risk management framework and norms for acceptance of collaterals by exchanges from their members.
- SEBI through this circular modifies the extent / limit of acceptance of bullion as collateral as follows:
Earlier Currently
Total commodities collateral Total commodities collateral for for any clearing member shall not exceed 30% of the total liquid any clearing member shall not assets of the clearing member, out exceed 15% of the total liquid of which non-bullion collateral shall assets of the clearing member not exceed 15% of the total liquid assets of the clearing member
ICSI-SIRC eNewsletter / October 2016 27 - Further, the exchanges shall make the necessary arrangements to ensure timely liquidation of collaterals accepted by them.
- They shall also, stipulate the limits for collateral at member level/across all members as may be necessary based on their risk perception, capability to hold and arrangements for timely liquidation.
Source: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1476423384309.pdf
16.Exclusively listed companies of De-recognized/Non - operational/exited Stock Exchanges placed in the Dissemination Board (DB)
SEBI Circular:
Circular: SEBI/HO/MRD/DSA/CIR/P/2016/110 October 10, 2016
Applicability:
To all Listed Entities
Crux of the Circular
- SEBI earlier vide its circular dated May 30, 2013, May 22, 2014 and April 17, 2015 had issued guidelines on:
o De-recognized/ non-operational stock exchanges and exist to the shareholders of exclusive listed companies (ELCs) on allowing them to list on nationwide stock exchanges.
o Voluntary delisting
In the event of any failure of the above, they shall be moved to the dissemination board.
o Period of 18 months to comply with the listing requirements of the nationwide stock exchanges.
- SEBI on receiving representations on seeking clarifications for raising further capital and on the process of exit of ELCs has published this circular providing the following clarifications:
ICSI-SIRC eNewsletter / October 2016 28 Raising further capital
o ELCs to comply with the provisions of Issue of Capital and Disclosure Requirements Regulations 2009 while raising capital for meeting the listing requirements through preferential allotment. In this regard the ICDR and SEBI (Substantial Acquisition of Shares and Takeovers Regulations) 2011 shall be applicable to the said extent.
o ELCs that fail to list on the nationwide stock exchanges shall provide exit to its investors.
Exit to investors
o For the purpose of protecting the interest of the shareholders of ELCs an exit mechanism is provided and it shall be carried out by the designated stock exchanges.
- Within 3 months from the date of this circular ELCs to submit an action plan to the designated stock changes of their intention of complying with listing or to provide exit. Failing which the designated exchanges shall recommend action as deemed appropriate.
- Liability / action against the companies that has failed to demonstrate adequacy of efforts for providing exit to their shareholders in conformity with the exit mechanism.
Source: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1476076928746.pdf
Ministry of Labour and Employment
17. Priority to be given to settlement of death case claim settlements within 7 days – directions given by PM during Pragati review meeting held on Oct 26, 2016
Web Circular No. CSD-I/CPGRAMS/Pragati E-Samiksha/2016 dated October 28, 2016
Crux of the Circular:
- Through this circular the ministry hereby instructs to ensure that all the death case claims submitted by spouse/ nominee/ legal heir of EPF member be invariably settled within a period of 7 days from the date of submission of the claim form. ICSI-SIRC eNewsletter / October 2016 29 - Even in cases where Pension Payment Order (PPO) is to be issued from offices other than where the account of the deceased member is being maintained then the maximum period of time that can be taken for settlement of such claim cannot exceed 7 days.
- The Officers In Charge of both the concerned offices are jointly responsible for issuing PPO within 7 days.
- They shall be further responsible for scrutinizing the claim form received in respect of death cases and they shall also guide the claimants for submission of all the required documents in one attempt only.
- Death case claims must invariably be stamped as “DEATH CASE-TOP PRIORITY”.
Source:
http://www.epfindia.com/site_docs/PDFs/Circulars/Y2016-2017/CSD1_E- Samiksha_12866.pdf
ICSI-SIRC eNewsletter / October 2016 30 SIRC Activity Report & Photographs October 2016
ICSI-SIRC eNewsletter / October 2016 ICSI-SIRC eNewsletter 31 Half Day Seminar on “GST: Compliance & Opportunities and Latest updates on Managerial Remuneration” on 01.10.2016 at ICSI-SIRC House, Chennai.
Half Day Seminar on “Business Analytics: A New Opportunity for CS and All you want to know on Insolvency and Bankruptcy Code, 2016” on 22.10.2016 at ICSI-SIRC House, Chennai
CS Sivakumar P, Chairman, ICSI-SIRC with Shri. Nitin Gadkari, Hon’ble Minister, Road Transoport & Highways, Govt. of India
32 ICSI-SIRC eNewsletter / October 2016 Study Circle Meeting on “Stress Management & Work Life Balance” on 14.10.2016 at ICSI-SIRC House, Chennai.
41st Southern India Regional Conference of Company Secretaries on 14-15, October 2016 at Ramada Cochin Resorts, Kochi
ICSI-SIRC eNewsletter / October 2016 33 Rashtriya Ekta Diwas (National Unity Day) on 31st October, 2016
ICSI-SIRC eNewsletter / October 2016 34 SIRC Proceedings
HALF DAY SEMINAR ON "GST: COMPLIANCE AND OPPORTUNITIES & LATEST UPDATES ON MANAGERIAL REMUNERATION”.
The ICSI-SIRC organized Half Day seminar on " GST: Compliance and Opportunities & latest updates on Managerial Remuneration”” on Saturday, the 01st October 2016 at ICSI-SIRC House, Chennai.
TECHNICAL SESSION -I- GST: Compliance and Opportunities
CS Mohan Kumar A, Treasurer, ICSI-SIRC introduced the speaker of the session and CS Vijaya Raghavan, presented the memento to the speaker.
The first technical session was taken by CS Chiranjeevalu P, Advocate who spoke on GST: Compliance and Opportunities. CS Vidya Laxmi R, Executive (Academics) ICSI-SIRC proposed vote of thanks.
TECHNICAL SESSION -II- Latest updates on Managerial Remuneration
Mrs. Sarah Arokiaswamy, Joint Secretary, ICSI-SIRO introduced the speaker of the session.
The Second technical session was taken by CS Swetha Subramanian, Partner, Lakshmi Subramanian & Associates who spoke on the topic Latest Updates on Managerial Remuneration. CS Mahadevan P proposed vote of thanks.
STUDY CIRCLE MEETING ON STRESS MANAGEMENT & WORK LIFE BALANCE
ICSI-SIRC organized Meeting on “Stress Management & Work Life Balance” on 14.10.2016 at ICSI-SIRC House, Chennai. Shri T V Sivakumar, Corporate Trainer, Chennai was the speaker.
CS Ananth J, an Associate Member of ICSI welcomed and introduced the speaker. There was an active participation by the Members present and received lot of tips to manage the stress and for work life balance.
The meeting concluded with a vote of thanks by CS R.S. Shanmugam, a Senior Member of the Institute.
5 DAYS SKILL DEVELOPMENT PROGRAMME
ICSI –SIRC organized 2nd batch of 5 days Skill Development Program from 24th to 28th October 2016 at ICSI-SIRC House, Chennai.
In the 5 days skill development programme the number of students participated was 45.
The program completion certificates of 5 days Skill development program were distributed to all the participants.
ICSI-SIRC eNewsletter / October 2016 35 41st Southern India Regional Conference of Company Secretaries
The ICSI – SIRC organized the 41st Regional Conference of Company Secretaries on 14-15 October, 2016 at Hotel Ramada Cochin Resorts, Kochi.
The Chief Guest was Dr. K N Raghavan IRS, Commissioner of Customs, Kochi, Kerala inaugurated the 41st Regional Conferences of Company Secretaries on the theme “CS-Rewarding Avenues- Reaping benefits :Growing by Leaps and Bounds”.
CS Sivakumar P, Chairman, ICSI-SIRC while delivering the welcome address highlighted the rewarding avenues available to the Company secretaries.
CS Ahalada Rao V, Council Member, The ICSI, introduced the theme “CS-Rewarding Avenues- Reaping benefits: Growing by Leaps and Bounds”.
CS Shyam Kumar R, Chairman, ICSI-Kochi Chapter introduced the dignitaries of the inaugural session.
CS Gopal Krishna Hegde and CS Ramasubramaniam C, Central Council members, The ICSI addressed the participants at the inaugural session.
CS Nagendra D Rao, Immediate Chairman and also CS Sivadasan A, Past Chiarman, ICSI-SIRC were felicitated for their contribution to the profession.
Commemorating the 41st Regional Conference a souvenir was released by the Chief Guest. CS Ganapathi G M, Vice Chairman, ICSI-SIRC facilitated the release of the souvenir.
CS Ramakrishna Gupta R, Secretary, ICSI-SIRC, proposed vote of thanks.
The inaugural session concluded with the national anthem.
Day 1- Friday, the 14th October 2016
TECHNICAL SESSION -I-Governance –The Invisible Reality.
CS Jeevan Varghese, Chairman, ICSI, Thiruvanathapuram Chapter introduced the speaker of the session
shri. Sundharesan J, Practising Company Secretary, J Sundharesan & Associates, Bangalore was the speaker for the first technical session on Governance –The Invisible Reality.
CS Krishnan N N, Chairman, ICSI Palakkad Chapter proposed vote of thanks.
TECHNICAL SESSION -II-Hidden Treasurers in Companies Act 2013.
CS Sreevidya P M, Treasurer, ICSI Kochi Chapter, introduced the speaker of the session.
The Second technical session was taken by CS Makarand Rale Lele M, Council Member, The ICSI, Pune on Hidden Treasurers in Companies Act 2013.
CS Ramachandran T M, Past Chairman, ICSI Kochi Chapter, proposed vote of thanks. ICSI-SIRC eNewsletter / October 2016 36 TECHNICAL SESSION -III- Business Analytics- CS Competitive Advantage.
CS Arun K K, Vice Chairman, ICSI Kochi Chapter introduced the speaker of the session.
The Third technical session was addressed by CS Ravidran S, Skill Will Solutions P Ltd, Chennai, he spoke on Business Analytics- CS Competitive Advantage.
CS Mithun B Shenoy, Secretary, ICSI Kochi Chapter proposed vote of thanks.
TECHNICAL SESSION -IV- CS-As Alternate Dispute Resolutions (ADR) Professionals.
CS Anil Kumar G, Co-opted Member, ICSI Kochi Chapter introduced the speaker of the session.
The fourth technical session was taken by Shri Anant Merathia, Advocate, Chennai who spoke on CS-As Alternate Dispute Resolutions (ADR) Professionals.
CS Jayan K, Member, ICSI Kochi Chapter proposed vote of thanks.
Day 2- Saturday, the 15th October 2016
TECHNICAL SESSION –V-“MOCK NCLT SESSION”
Shri K.K. Balu (Former Vice Chairman), Company Law Board, Chennai was the judge for the Mock NCLT session.
CS Dr. K. S. Ravichandran, Managing Partner - KSR & Co., Company Secretaries argued for the petitioner and Shri Anil D Nair, Advocate, Kochi represented on behalf of the respondents.
TECHNICAL SESSION -VI- Personality Development/Soft Skills
Shri Vidhya Sagar Gurumoorthy Chairman, Hirdayavidya foundation, Calicut, addressed on the topic Personality Development/Soft Skills during the Sixth technical session.
CS Jinu Mathen Member, ICSI Kochi Chapter proposed vote of thanks.
Valedictory Session
Hon'ble Justice Jayasankaran Nambiar A K was the chief justice for the valedictory Session of the 41st Regional Conference of Company Secretaries.
Dr.T.M Thomas Isaac, Minister of Finance, Government of Kerala delivered the special address at the Regional Conference of Company Secretaries.CS Ramakrishna Gupta R, Secretary, ICSI-SIRC proposed the vote of thanks.
HALF DAY SEMINAR ON “BUSINESS ANALYTICS: A NEW OPPORTUNITY FOR CS AND ALL YOU WANT TO KNOW ON INSOLVENCY & BANKRUPTCY CODE, 2016
The ICSI-SIRC organized Half Day seminar on " Business Analytics: A New Opportunity for CS and All you want to know on Insolvency & Bankruptcy Code, 2016 on Saturday, the 22nd October 2016 at ICSI- SIRC House, Chennai.
CS Mohan Kumar A, Treasurer, ICSI-SIRC welcomed the delegates. CS Ramasubramaniam C, Council Member, The ICSI, also spoke on the occasion. ICSI-SIRC eNewsletter / October 2016 37 CS Pavithra R, Practising company secretary introduced the speaker of the First session.
CS Ravindran S, Director, Skill Will Solutions P Ltd, Chennai spoke on Business Analytics: A New Opportunity for CS.
CS Shyam Sundar L V, Practising Company Secretary introduced the speaker of the second session.
CS Sathyanarayanan S, Advocate, Chennai addressed the gatherings on All you want to know on Insolvency & Bankruptcy Code, 2016.
CS Mohan Kumar A, Treasurer, ICSI-SIRC, proposed vote of thanks.
Details of Career Awareness Programmes conducted during October 2016 No. of Name of School/College Resource Person[s] Date Students Ms. Chitra DRBCCC Hindu College, 208 Anantharaman, DD, 18.10.2016 Pattabiram, Chennai ICSI-SIRO Ms. Chitra Bharathidasan Govt. College for 194 Anantharaman, DD, 19.10.2016 Women, Muthialpet, Puducherry ICSI-SIRO Ms. Chitra Anantharaman, DD, 90 The Hindu Senior Secondary ICSI-SIRO & 20.10.2016 Plus Two School, Indira Nagar, Chennai CS Vasumathy V., PCS, Chennai Mrs.Chitra Anantharaman Sacred Heart H.S.S., Thevara, DD, ICSI-SIRO 21.10.2016 630 Kochi Mr.Sreekumar, Incharge, ICSI-Kochi Chapter GMBHSS, Chalakudy,Thrissur Mrs.Chitra Anantharaman GVHSS, Chalakudy DD, ICSI-SIRO 22.10.2016 102 Ms.Sowmya, Incharge, GHSS, Maranchery, Chalakudy ICSI-Thrissur Chapter Govt. HSS, Nandikkara Mrs.Chitra GHSS, Kodakara Anantharaman CJMHSS,Varantharappilly DD, ICSI-SIRO 22.10.2016 96 GHSS, Chembuchira Ms.Sowmya, Incharge, GHSS, Iranikulam ICSI-Thrissur Chapter St. Francis HSS, Mattom,Thrissur Mrs.Chitra Anantharaman Al-Azhar Central School DD,ICSI-SIRO 22.10.2016 80 Mala, Thrissur Ms.Sowmya, Incharge, ICSI-Thrissur Chapter Mrs.Chitra Anantharaman DD, ICSI-SIRO St.Berchmans College Ms. Geetha N., PCS, 24.10.2016 350 Changanassery, Kottayam Dist. Kottayam Ms.Reeba Varghese, PCS, Kottayam Mrs.Chitra Kristu Jyoti College of Anantharaman Management & Technology DD,ICSI-SIRO 24.10.2016 295 Changanassery Ms.Anna Mathew, PCS, Kottayam ICSI-SIRC eNewsletter / October 2016 38 Mrs.Chitra Anantharaman S.B. HSS, Changanassery DD, ICSI-SIRO St.Thomas HSS, Vazhappally Ms.Reeba Varghese, 24.10.2016 300 St. Peters HSS, PCS, Kottayam Kurumpanadam,Changanassery Ms.Anna Mathew, PCS, Kottayam Mrs.Chitra Anantharaman DD,ICSI-SIRO 130 Baselius College, Kottayam Ms.Reeba Varghese, 25.10.2016
PCS, Kottayam Ms.Anna Mathew, PCS, Kottayam Mrs.Chitra 204 Anantharaman SVR NSS College, Vazhoor, B.Com I DD,ICSI-SIRO 25.10.2016 Kottayam year Ms.Reeba Varghese,
PCS, Kottayam Mrs.Chitra Anantharaman Sree Narayana Arts & Science DD, ICSI-SIRO 105 26.10.2016 College, Kumarakom, Idukki Dist. Ms.Reeba Varghese, PCS, Kottayam Mrs.Chitra Anantharaman Deva Maha College, Kuruvilangad DD, ICSI-SIRO 26.10.2016 90 Ms.Reeba Varghese, PCS, Kottayam Mrs.Chitra Anantharaman 55 Newman College, Thodupuzha DD, ICSI-SIRO 27.10.2016
CS Joseph C.J., PCS , Kottayam Mrs.Chitra 65- Plus Anantharaman St.George HSS, Muthalakodam, two DD, ICSI-SIRO 27.10.2016 Thodupuzha students CS Joseph C.J., PCS ,
Kottayam Mrs.Chitra 130 - Anantharaman St.Thomas HSS, Pala, Kottayam Plus two DD, ICSI-SIRO 27.10.2016 Dist. students CS Joseph C.J., PCS ,
Kottayam Mrs.Chitra Anantharaman 60 - Plus DD, ICSI-SIRO two Catholicate HSS, Pathanamthitta 28.10.2016 Ms. Bibi, ICSI- students Counsellor, Pathanamthitta Govt. BHSS, Adoor Mrs.Chitra St.Mary’s GHSS, Adoor Anantharaman 95 - Plus NSS HSS, Churakkodi DD, ICSI-SIRO two GHSS, Thengamam 28.10.2016 Ms. Bibi, ICSI- students GHSS, Peringanad Counsellor, GHSS, Thottakkonam Pathanamthitta NSS HSS, Pandalam Mrs.Chitra Anantharaman 100 - KKM Govt. HSS, Elippikulam, DD, ICSI-SIRO 28.10.2016 Plus two Alappuzha Dist. Ms. Bibi, ICSI- students Counsellor, Pathanamthitta 39 ICSI-SIRC eNewsletter / October 2016 SIRC Chapters’ Activity Report October 2016 Bangalore Coimbatore Hyderabad Kochi Mysore Mangalore Palakkad Thiruvananthapuram Visakhapatnam
40 ICSI-SIRC eNewsletter / October 2016 ICSI-SIRC eNewsletter 6 Bengaluru Chapter Study Circle Meeting on Recent Significant Changes in FEMA and its Impact on Business
The ICSI-Bengaluru Chapter has organized a Study Circle Meeting on Recent Significant Changes in FEMA and its impact on Business on 7th September 2016 at the Chapter Premises.
The Programme was presided by CS Vasanth Kumar, Vice Chairman, The ICSI-Bengaluru Chapter and Speaker CS Ajay G Prasad, Senior Associate, Kocchar & Co.
CS Vasanth Kumar, Vice Chairman, welcomed the gathering and requested the speaker to take the session.
The Speaker started his session by explaining the gathering on Indian Economy – FDI inflow, FDI and the legal framework, Prohibition in certain sectors, sectoral changes, and many other important aspects before concluding the session
The Session ended with vote of thanks and presentation of memento to the Speaker.
Inauguration and Valedictory of 2 Days Induction Programme, 3 Days E Governance Programme and 5 Days Skill Development Programme
The ICSI-Bengaluru Chapter has organized 2 Days Induction Programme, 3 Days E Governance Programme and 5 Days Skill Development Programme from 20th September – 30th September 2016, at the Chapter Premises.
The Inauguration of the programme was presided by Chief Guest CS Ashalatha Bhat, Company Secretary, Senior Consultant, Ernst and Young, LLP, Bengaluru.
The Valedictory of the programme was presided by CS Hari Babu Thota, Chairman, The ICSI Bengaluru Chapter, who distributed Participation certificates to all the participants.
Inauguration and Valedictory of 22nd Executive Development Programme
The ICSI Bengaluru Chapter has organized 8 days Executive Development Programme from 7th September to 14th September 2016 at the Chapter Premises.
The Inaugural ceremony of the programme was presided by Chief Guest CS Chetan Yogesh, Company Secretary, Wipro Enterprises Limited, Bengaluru and CS Ashirwad, Company Secretary, Bengaluru.
CS Chetan Yogesh, addressing the gathering shared with the participants his experiences as a student of the profession and the importance of training in ICSI, CS Ashirwad, Company Secretary, speaking on the occasion informed that the curriculum of 8 days EDP covers both softskills and subjects which is a very good combination and can bring best out of the participants.
The programme ended with vote of thanks and presentation of memento to the Chief Guest.
ICSI-SIRC eNewsletter / October 2016 41 Inauguration of 28th& 29th Management Skills Orientation Programme (MSOP)
The ICSI Bengaluru Chapter has organized inauguration of 28th and 29th batches of Management Skills orientation Programme on 22nd Sept 2016 at the Chapter Premises.
The Programme was presided by Chief Guest CS Anil B Shenoy, CFO & Company Secretary, Infrastructure Development Corporation (Karnataka) Ltd, Bengaluru.
Ms. Noor Sumayya, AEO, The ICSI, welcomed the gathering and invited the Chief Guest for delivering his address.
CS Anil B Shenoy, during his address informed the gathering on how a Company Secretary should work in an organization, right from recording of Minutes to compliances, which was very well appreciated by the participants. He also shared with the participants the new developments and opportunities for Company Secretaries in avenues like NCLT, Insolvency and Bankruptcy, Mediation, Real Estate, GST, etc and informed the participants to be prepared for grabbing the opportunity as tomorrow belongs to the profession of CS.
The programme ended with vote of thanks and presentation of memento to the speaker.
Students Study Circle Meeting on Start Ups in India – Role of CS
The ICSI-Bengaluru Chapter has organized Students Study Circle Meeting on topic Start Ups in India – Role of CS on 4th September 2016, at the Chapter Premises.
The Study Circle Meeting was presided by speaker CS Neelam Bhojwani, Company Secretary, Bengaluru. The Speaker informed the gathering that the Start Up initiative aims at fostering entrepreneurship and promoting innovation by creating an ecosystem that is conducive for growth of Start-ups. The objective is that India must become a nation of job creators instead of being a nation of jobseekers. The Speaker also explained the gathering on Section 61 and the role of CS before concluding the session.
The Session ended with vote of thanks and presentation of memento to the speaker.
Students Study Circle Meeting on ESOP
The ICSI-Bengaluru Chapter has organized Students Study Circle Meeting on topic ESOP on 18th September 2016 at the Chapter Premises.
The Study Circle Meeting was presided by Speaker CS Pooja Kukreja, Company Secretary, Bengaluru. The Speaker started her session by informing the gathering that ESOP is an option, a right, a choice given to employees but not an obligation to buy the shares of the Company at a future date at apre- determined price. The Speaker then informed the routes of ESOP, Grant, vesting, acts and rules governing ESOP's, Compliances for listed and unlisted companies, FEMA Compliances, taxability, etc before concluding the session.
The Session ended with vote of thanks and presentation of memento to the speaker. ICSI-SIRC eNewsletter / October 2016 42 Career Awareness Programmes – September 2016
The ICSI Bengaluru Chapter has conducted the following Career Awareness Programmes during the month of September 2016.
Date Description Speaker Number of Students attended Career Awareness Ms. Noor Sumayya, 01.09.2016 Programme at AEO, The ICSI- SSMRV College Bengaluru Chapter 15 Career Awareness Programme on CS Prasanna Kumar 19.09.2016 "Career as a CS" at Bedi, Counsellor, The BVB College, Bidar ICSI 250 Career Awareness Programme on 19.09.2016 "Career as a CS" at CS Prasanna Kumar Akkamahadevi Bedi, Counsellor, The College, Bidar ICSI 60 Career Awareness Programme on CS Prasanna Kumar 20.09.2016 "Career as a CS" at Bedi, Counsellor, The CB College, Bhalki ICSI 200 Career Awareness Programme on 20.09.2016 "Career as a CS" at CS Prasanna Kumar Akkamahadevi Bedi, Counsellor, The college, Bhalki ICSI 200 21.09.2016 Career Awareness CS Prasanna Kumar 350 Programme on Bedi, Counsellor, The "Career as a CS" at ICSI Karnataka college, Bidar 21.09.2016 Career Awareness CS Prasanna Kumar 55 Programme on Bedi, Counsellor, The "Career as a CS" at ICSI Chanakya College, Bidar
ICSI-SIRC eNewsletter / October 2016 43
26.09.2016 Career Awareness Mr. VLNR Maitreya 200 Programme on Juluri, Assistant "Career as a CS" at Director & Ms. Noor KLE Society's Sumayya, Executive Degree College for (Academics), The ICSI all 3 years B.Com - Bengaluru Chapter Students 28.09.2016 Career Awareness CS Hari Babu Thota, 60 Programme on Chairman, Mr. JVLNR "Career as a CS" at Maitreya, Assistant Acharya Institute of Director and Ms. Noor Graduates Studies Sumayya, Executive (Academics), The ICSI – Bengaluru Chapter CoimabatoreCoimbatore Chapter Chapter
Ayuda Pooja Celebration
Coimbatore Chapter of SIRC of ICSI celebrated Ayuda Pooja at 9.00 am on 10.10.2016 at chapter premises. Students, Members, MC members, chapter officials were presented during the Pooja ceremony.
Professional Development Programme on “Recent update in Companies Act 2013”
Coimbatore Chapter of ICSI organised Professional Development Programme on “Recent update in Companies Act 2013” on 21.10.2016 at 06.00 P.M at ICSI-Coimbatore Chapter premises. CS M.R.Thiagarajan, Company Secretary in practice, Coimbatore was the speaker of the programme.
He highlighted the recent changes in Companies Act 2013 and the opportunities therein and the recent update in Companies Act on the areas Deposits, Incorporation Amendments, E-Forms, Consolidation of Financial Accounts etc. He briefed the important points from the notifications made since January 2016 and ease of filing forms for incorporation of Companies. He also explained how to go through the Sections, Rules and Notifications of the Companies Act.
The programme was very interactive and the queries raised by the participants were duly addressed by the speaker and the programme was actively attended by 51 participants included 16 CS Students & 35 CS members.
Series of Guidance Programme for CS students commenced
Coimbatore Chapter has scheduled around 10 Guidance Programme and around 120 oral coaching Executive Programme students (weekend and regular) would be the beneficiaries from this programme 44 ICSI-SIRC eNewsletter / October 2016 Chapter had also scheduled series of Guidance programme on each subject based on the observations of examiners on the Question Papers of June 2016 CS Examination sessions issued from ICSI- Head Quarters' and the first programme was conducted for Executive Programme students on 24.10.2016 at 06.00 P.M. Senior and expert faculties from Coimbatore handled the special programme.
Speakers explained the report on observation of Examiners in detail and guided the students about how to answer each questions in a better way with the support of power point presentation. Further, speakers elaborated the tips for necessary preparation of CS Examinations. The speakers highlighted the various changes in the new study materials according to the Companies Act 2013 including the new amendments, notifications etc. The programme was very useful for the students and around 120 Executive Programme weekend and regular batches had attended the programme and got benefitted.
Students were very much impressed on this programme and thanked the speakers & institute for providing them an opportunity to clarify their doubts which eventually help them in their studies and preparation for the forthcoming examination.
Model Examination from 25.10.2016 onwards for the Oral Coaching Students
Coimbatore Chapter of SIRC of ICSI had scheduled its Model Examination and its first examination was conducted on 25.10.2016 at chapter premises for Foundation programme oral coaching students. The model examination was very useful for the students for better preparation for the forthcoming December CS examination and around 218 nos. of Foundation and Executive programme oral coaching students at Coimbatore Chapter would be the beneficiaries from this model examination. Hyderabad Chapter National Training Program on “Emancipate Women Prodigy to Rule the Roost”
The Institute of Company Secretaries of India has organised “Emancipate Women Prodigy to Rule the Roost” hosted by the Hyderabad Chapter from 7-8 October 2016 at Ramoji Film City.
CS Mahdev Tirunagari, Chairman of the Chapter welcomed the gathering. He emphasized the Intellect role of female in the development of corporate sector and he further mentioned that the program designed was not to show the diversity between women & men but to impart training to the women to meet current day challenges in the corporate world.
CS Ahalada Rao V, Council Member ICSI spoke on Policy making by women, Entrepreneurial roles played by women, and also he emphasized on Importance of “Sakthi” and role of women in each and every facet.
ICSI-SIRC eNewsletter / October 2016 45 CS R. Ramakrishna Gupta, Secretary of SIRC addressed the gathering and introduced the President, The ICSI
CS Mamta Binani, President, ICSI spoke on Simplicity, and growth by quoting few role models, and referred few inspirational aspects of few women leaders and mentioned the Importance of Auto biography, to understand the growth of an individual.
She further emphasized that women can have their career growth if they do not break confidence of the family, and they should show willingness to grab the opportunities. She also mentioned not to break Commitment, Confidence & Truthfulness (CCT) to develop career, The Initial year's struggle is the strength of the Individual.
Mr. Vishal Kedia, Founder & Director, Complykaro spoke on authentic compliance Law & survey regarding sexual harassment. He gave following statistical information to the gathering.
Ø 12 1/2% women are preceding officer(not there) Ø 36% No external committee Ø 33% Single committee Ø 1.62% of the companies have complied with the law.
He requested the Dignitaries to release the Book on “Implementation of Prevention of Sexual Harassment at Workplace”. Chief Guest Ms. Daggubati. Purandeswari released the book along with Ms. Sailaja Kiran, Managing Director, Margadarshi Chit Funds Pvt Ltd, CS Mamta Binani, President, ICSI and other dignitaries.
Key-Note speaker Ms. Sailaja Kiran, Managing Director, Margadarshi Chit Funds Pvt Ltd. She spoke on Acknowledgement of Company secretaries in making the life easier, Responsibilities of company secretaries, Disclosure requirement, Effective board process, Advices of company secretaries, Acting in best interests of the company, Investors & queries, Increase transparency, Drafting annual report, Legal advises . She also dealt elaborately on Entrepreneurial growth in corporate consolidation, Decision making skills, Problem solving skills and Holistic approach towards current development etc.
Ms. Daggubati. Purandeswari, Former Minister of State Human Resources Development Govt. of India and Chief Guest Lighten the lamp along with other dignitaries. She dealt with the Shortage of company secretaries, she further said that “Women should be given responsible position in the board room for the development of Nation”. This will improveassured Transparency, Economic growth of the country completely, and also depends on the proper direction of company. by which India will become best place for the investments (FDI),
The Frist Technical session on 7 October 2016 was addressed by Ms. Meenakshi Datta Ghosh, Retired IAS officer and former secretary govt. of India. In her address she focused on lack of leadership skills because of family background, social pressure, customs, partiality which led to lack of women empowerment in the nation. 32 ICSI-SIRC eNewsletter / October 2016 46 In the second technical session on 7 October 2016 was addressed by Ms. Vanitha Datla, Managing Director, Elico Healthcare Services Limited emphasized on strengths of women which is being reflected in the economic sphere thereby increasing female force in the overall development. She also explained group management capability, group financial management capability, community and social action, future plans and visions with the capabilities of women through family, higher education and self interest, Income generation activities to be focused by women etc.
In the third technical session on 7 October 2016 which was addressed by Ms. Harini Balaji, General Manager, SEBI Mumbai. She spoke on Institutional and other investor protection perspectives in listing regulation on Directors. She also spoke on SEBI disclosure requirement regulations 2015 with two fold objectives on clauses of listing agreement and consolidation of conditions, Governance requirement to board of directors by material disclosures, Further she deliberated on various regulations and principles to have collective compliance for entire board and Related party transactions, along with obligations of listed entity for investor protection.
Fourth technical session on 8 October 2016 was addressed by CS. Dipti Mehta, Company Secretary. She dealt with Provisions relating to employee stock option scheme, employee stock purchase scheme. She explained about schemes and applicability process through administration of specific schemes, Power of relaxation in contra to strict enforcement of regulations through various directions by the board and action in case of default,
Fifth technical session on 8 October 2016 was addressed by Ms. Divya poojari & Ms. Khyati Vidwans, Manager NSE Mumbai & Deputy Manager NSE, Mumbai. They explained the regulations as per the amended regulations 2016, Focused on schedule IV part A clause B regarding expressed and modified opinions in respect of audited financial statements. They provided a glance on sub regulations and explained the provisions and various forms which are necessarily submitted to stock exchanges and also spoke on SEBI (listing obligations and disclosure requirements) regulations 2015 along with various schedule and sub regulations.
In the special session on 8 October 2016 which was addressed by DR. V. Narasimhan, Chief Regulatory Officer, NSE Mumbai. explained about NSE initiatives in developing the securities lending and borrowing market in India. He touched upon Glance on various regulatory aspects, market participants, and current market structure. He also Emphasized on link between cash and derivatives and NIFTY future premiums through comparative analysis of securities lending and borrowing market, Overview on the point of product side modifications through eligible securities like bonds, ETF's which help securities lending and borrowing market. He explained various countries development through exchange facility and automatic borrowing facility by central counter party, market volume and yields.
CS. Dinesh Chandra Arora, Secretary ICSI spoke on Interface of men in women empowerment and humanity perspective. He has emphasized on gender equality and development, Male gender expectations to realize the importance of involving men in initiatives for gender equality. He mentioned about the opportunities for women and various steps taken by men to enhance the scope of women in present day life,
ICSI-SIRC eNewsletter / October 2016 47 He focused on various actions to be avoided and constructive response for the actions to build gender equality. He handled interactive session from audience to explain about participatory role of women in corporate, cultural, community development and also presented Videos to explain the role and success of women in present day life.
In the valedictory session DR. V. Narasimhan, Chief Regulatory Officer, NSE Mumbai, CS. Dinesh Chandra Arora, Secretary ICSI, CS Ahalada Rao V, Council Member, The ICSI, CS Mahadev Tirunagari, Chairman of the Hyderabad Chapter, CS R. Ramakrishna Gupta, Secretary, SIRC and other dignitaries distributed the two day Training completion certificates to the participants.
CS S. Kavitha Rani, Secretary of the Chapter proposed a vote of thanks.
Study Circle Meeting on Insolvency and Bankruptcy Code 2016 & draft financial resolution and deposit insurance Bill 2016.
On 21 October 2016 Chapter has organised Study Circle Meeting on Insolvency and Bankruptcy Code 2016 & draft financial resolution and deposit insurance Bill 2016 at Chapter Premises. CS Mahadev Tirunagari, Chairman of the Chapter welcomed the gathering and spoke on Convergence of various Laws emerging to make our lives easy.
Dr. Rajkumar S. Adukia, Chartered Accountant was the speaker. He spoke on Government Committees on Bankruptcy, Evolution of insolvency & bankrutcy regime in india, Birth of The Insolvency and Bankruptcy Code, Preamble of The Code, Insolvency Vs. Bankruptcy, Why Insolvency Code?, UNCITRAL Legislative Guide on Insolvency: Ideal Code, Principles underlying the Code, Structure of the Code, Key Highlights of Code, Institutional Structure under New Code, Insolvency and Bankruptcy Board of India, Insolvency and Bankruptcy Board of India and also dealt with Time limits, Fast Track Corporate Insolvency, Liquidation Scenario, Powers and duties of liquidator, Insolvency of individuals and firms, Draft Financial Resolution and Deposit Insurance Bill 2016, Emerging Professional Opportunities, Recent Evolving Opportunities. Kochi Chapter
Study Circle Meeting on New IEPF RULES
The ICSI Kochi Chapter organised a Study Circle Meeting on the topic “New IEPF Rules” on Saturday, October 22, 2016 at Chapter premises at 5:00 P.M. CS. Jayan K, Managing Committee Member of the ICSI Kochi Chapter delivered the welcome address. The Study Circle discussion was moderated by CS. Nikhil George Pinto, Practising Company Secretary, Kochi. He compared the IEPF provisions as per 1956 Act and 2013 Act. He discussed on the various pros and cons of the New IEPF Rules. The session also further discussed about the procedural requirements which is to be initiated by the Companies immediately. The discussion was well attended by various CS members and students. The Study circle discussion was concluded at 6.45 P.M. with the vote of thanks by CS. Rajesh Warrier. 48 ICSI-SIRC eNewsletter / October 2016 3 Days eGovernance Programme
As part of the new training structure of the institute, ICSI Kochi chapter organized 3 days eGovernance Programme at Kochi from 26.10.16 to 28.10.16. The training programme was strictly followed by the guidelines of the institute. Experts from various subjects were invited for the sessions and 18 students participated. Mysore Chapter
STUDY CIRCLE MEETING ON COMPANIES ACT 2013
On 15.10.2016, Mysore Chapter arranged Study Circle meetings on Companies Act 2013 in Chapter Premises. The discussion was moderated by CS Sabareeshan C K, Past Chairman, Mysore Chapter. The session was well attended by Members & Students of Mysore Chapter. Mangalore Chapter
Career Awareness Programmes
ICSI Mangalore Chapter of SIRC Conducted a Career Awareness Programme on Month of October – 2016 in varies Colleges. The Mangalore Chapter office In Charge to Arrange the all the CAP Programmes, The CAP Programmes Conducted by With support of Counllors and Members of the Mangalore Chapter. In Charge Shankar B Also attended the programmes and monitoring the all the Consullors programmes. The speakers are explained in Details of CS Foundation program, CS Executive Programme and CS Professional Programme, syllabus Structure of the course, online registrations and the job opportunity after completed the CS Course both the employment and practice. And explain for the foundation & Executive course examination patron of on line/OMR and so on, after explanation, Chapter office in Charge Mr. Shankar B explained the how to Registration for online mode and how to making the payment of Registration fee for foundation and Executive and Professional,he has to explain to the Oral Coaching Class Conducted to the ICSI Chapter office at Mangalore for the June and December Examination, and also he had distributed the CS Course broachers for all the Students how are Attuned the Career Awareness Programm, after the Students Rise the queries, Explained the Each query to successfully.
Details of CAREER AWARENESS PROGRAMME Name of Resource Persons Date No. of College/Institute Students
Government 1st CS Ajay Madaiah 1st Oct 70 Grade College, Counsellor of coorg district Napoklu – 571214, Kodagu District. MES College , CS Ajay Madaiah 07th 60 Murnad, Kodagu Counsellor of coorg Oct District district
ICSI-SIRC eNewsletter / October 2016 49 Govt first Grade Chandrelekha 06- 115 college, Kurnad, Counsellor of Oct Bantwal TQ Dhakshina Kannada DT
Govt First Grade Nagesh shenoy P 25th 160 College, Mense Counsellor of Oct Chikmagulur Dist
Govt PU College, Nagesh shenoy P 25th 150 Balehonnur Counsellor of Oct Chikmagulur Dist
BGS PU College, Nagesh shenoy P 25th 100 Balehonnur Counsellor of Oct Chikmagulur Dist
Thiruvananthapuram Chapter Onam Celebration
Onam Celebration was conducted at Chapter premises. Athapookkalam competition, onasadhya, onam games. tug of war was conducted under the auspicies of Chapter chairman and committee members on September 10, 2016. Secretary Rakesh rajan/ CS Jayashree C.O/ CS AnilKumar lead the team building exercise and created bonding and enthusiasm of the festival in students.
Seminar on”National Company law Tridunal”
Seminar on”National Company law Tridunal” was conducted at Hotel Hilton garden Inn as a Half day Seminar. Adv.Sundaram .FCS (Senior Company Secretary & Advocate Delhi High Court) enlightened the crowd. Chapter Chairman CS Jeevan varghese welcomed the gathering and Secretray CS rakesh Rajan proposed vote of thanks.
Seminar on “Income Declaration Scheme”
Seminar on “Income Declaration Scheme was conducted at Hotel Hycinth. Ms.Aswathy V IRS (Asst Commissioner-Income Tax Department-TVM) updated the stakeholders about the scheme and Adv.Anil Kumar B(AKB Associates,Bangalore) detailed th eprovision sof Goods and Service Tax.Chapter Chairman CS Jeevan varghese welcomed the gathering and Secretray CS rakesh Rajan proposed vote of thanks.
Workshop on Companies Act- Just for Students
Workshop on Companies Act- Just for Students (Full Day programme) was a new initiative by the Chapter exclusivle for students to hear from outstation faculty Shri.CS AnshulJain (Mehta & Mehta- Mumbai). 50 ICSI-SIRC eNewsletter / October 2016 Date Topic/Details of the Programme Speaker[s] No. of persons attended 05.10.16 NSS College for Bibi Anohar 57 Womens,Kaimanam,TVM (Counselor) 07.10.16 Kendriya Vidyalaya,pattom,TVM Bibi Anohar 67 (Counselor) 01.09.16 Career Awareness Programme Er. Yohan. T. K 82 (St Gregorios College, (counselor) Kottarakkara )
18.07.16 Career Awareness Programme Bibi Anohar 55 (College of Arts) (Counselor) 25.07.16 Career Awareness Programme Bibi Anohar 55 (Govt.College for Women,TVM) (Counselor) 29.07.16 Career Awareness Programme Bibi Anohar 88 (Bishop Abraham memorial (Counselor) College,Pathanamthitta) 11.08.16 Career Awareness Programme Bibi Anohar 50 (Mar Ivanios College, TVM) (Counselor) 18.08.16 Career Awareness Programme Bibi Anohar 50 (M.G .College, TVM) (Counselor) 17.08.16 Career Awareness Er. Yohan. T. K 63 Programme(Govt. College, (counselor) Attingal)
19.08.16 Career Awareness Er. Yohan. T. K 64 Programme(Fatima Mata National (counselor College, Kollam)
23.08.16 Career Awareness Programme Er. Yohan. T. K Batch 1-64 (Milad. E. Sherief Memorial (counselor) Nos, Batch College, Kayamkkulam) 2-83 Nos. Total: 147 Nos
20.08.16 Career Awareness Programme Ms.Chitra Anantharaman 75 (Deputy Director, SIRC). ( Co-Operative Arts & Science Jayashree C O(MC college, TVM) Member,TVM, Chapter).
SVVinod Kumar(Office in-Charge,Tvm chapter) 20.08.16 Career Awareness Programme Ms.Chitra 100 Anantharaman(Deputy ( Arya Central School,Pattom Director,SIRC). TVM) CS Jayashree C O(MC Member,TVM chapter).
SVVinod Kumar(Office in-Charge,Tvm chapter) ICSI-SIRC eNewsletter / October 2016 51 Palakkad Chapter
STUDY CIRCLE MEETING ON INVESTOR EDUCATION & PROTECTION FUND RULES
On 16th October 2016 ICSI Palakkad Chapter organized Study Circle Meeting on Investor Education &
Protection Fund Rules at Chapter premises. The session was handled by CS Nikhil George Pinto,
Practicing Company Secretary from Kochi. The speaker appraised the participants about the recent
amendments in. Investor Education and Protection Fund Authority (Appointment of Chairperson and
Members, holding of meetings and provision for offices and officers) Rules, 2016. The session was well
attended by 25 participants.
CAREER AWARENESS PROGRAMMES
Palakkad Chapter of SIRC of the ICSI conducted 3 Career Awareness Programmes during the month of
August the details of the same is summarised as below.
Date Name of Speaker No of School/College students
25.10.2016 Govt Moyans CS Vineeth Chandran, CS 120 Model HSS Lakshmi Pradeep & Palakkad Ms. Roby Joseph Office in Charge 26.08.2016 Govt HSS,Big Adv Remya Nair & 90 Bazaar Ms. Roby Joseph Office Palakkad in Charge 27.08.2016 Nehru Law Ms. Roby Joseph Office 40 Academy, in Charge & Adv Remya Palakkad Nair
Course leaflets were distributed amongst the students and faculties and they were appraised about the
course, opportunities available after completion of the Company Secretaryship Course, mode of
registration, syllabus, course contents, fee structure, placement services etc. The various support
given by the Institute for pursuing CS course by way of Scholarships, ICSI Education Fund Trust etc.
was also explained to the participants.
52 ICSI-SIRC eNewsletter / October 2016 Visakhapatnam Chapter Members Programmes
ICSI Visakhapatnam Chapter organized Half Day seminar on Recent Changes on Companies Act 2013 and Interaction Session with ROC Hyderabad on 15.10.2016 at Chapter Premises
The ICSI Visakhapatnam Chapter Organized Half Day Seminar on 15.10.2016 at Chapter Premises. CS Subbarao DV Chairman welcomed to all the participants. CS SV Rao introduced Chief Guest Shri N. Krishnamoorthy Registrar of Companies, Hyderabad.
Shri. N. Krishnamoorthy started the seminar by explaining the dynamic nature of the society's requirement thereby leading to changes and amendments in the acts, laws and legislations. He mentioned that one such dynamic change is the recent advent of Companies Act, 2013
Further, he explained the predominant feature of the new Companies Act, 2013 i.e subordinate legislation\delegation of legislation which means that whenever there is a change or modification to be brought into force, we need not wait till it is completely amended by the Central Govt rather it can be done by the regular notifications, circulars, rules which are being circulated from time to time depending upon the changes and requirements of the stakeholders.
He also mentioned how globalization is in its peak stages and everything is being globalised thereby leading to the requirement of Uniformity of law. Companies act 2013 is a public international law and therefore it needs to be in line with the provisions of the other nations laws also. hence the Singapore, Australian and London corporate laws have been referred while formulating the provisions of Companies Act, 2013.
Thereafter, he explained about the role of NCLT which is majorly formulated for easy and speedy disposal of Liquidation cases. the roles of CLB, SICA, BIFR, etc, have been consolidated and brought under a single platform that is the NCLT which would be regulated by private liquidators and members comprising of professional groups of CA, CS or any person having relevant experience and knowledge. he also mentioned that mediation and conciliation is the best way to resolve issues.
Thereafter, he emphasized on the Governance aspect to be maintained by not only the corporate but also every individual. he also mentioned about each individuals responsibility towards the society and thereby explained the importance of the provision of Corporate Social Responsibility.
He mentioned how professional ethics, integrity and accountability are the utmost important aspects of every professional's conduct as it will lead every individual and in turn every company in which he is dealing to be transparent and a good governance company.
ICSI-SIRC eNewsletter / October 2016 53 To conclude the session he mentioned about few proposals that were being made by the Central Government like:
All forms to be STP Forms
Incorporations and Registrations\ name availability, etc to be taken care by central govt only and not the ROC of each state. a Business Enterprise or say a single unit having various CEOs and ROCs is formed for the purpose of Registration of Companies.
ROCs are expected to become complete Regulators in the near future. Penalty and adjudication of penalty sections to be notified very soon.
Finally, he wished all the success to all the members present in the seminar and concluded his session
CS SV Rao, Member of ICSI Visakhapatnam proposed vote of Thanks.
Student Programmes:
· Third Batch of 2 Days Induction Programme organized from 17.10.2016 to 18.10.2016.
· Second Batch of 3 Days e-Governance Programme organized from 19.10.2016 to 21.10.2016.
Special Programme:
A Seminar organized at Gurajada Educational Society, Gayatri Colleges for PG Course Srikakulam along with ICSI Srikakulam Study Centre on Companies Act 2013 and its importance for all PG faculties and PG Students on 22.10.2016.
Director Capt V. Mahesh introduced key speaker of the seminar CS B. Bhargava, Borra Bhargava & Associates, Srikakulam. The Speaker started with what is Company and difference between to Company and firms, partnerships. What is ACT? What are companies Act? about Companies Act 1956 and difference between Companies Act 1956 & 2013. What is the role and responsibilities in Companies as a Company Secretary? And also explained one person company, KMP, Transparency of financial documents, Related party Transactions, Board Reports, Director Reports and ended with penalties. Mr. PRV Sivaramakrishna Chapter Incharge explained about the Course Structure and how to register online and exemptions, examinations, fees, student aid fund, prize awards and Long term internship. Shri PVR Patnaik explained the timings of ICSI Srikakulam Study Centre and services to students and also explained Class Room Teaching.
Director Capt V Mahesh proposed Vote of Thanks.
ICSI-SIRC eNewsletter / October 2016 54 Career Awareness Programmes
The principal 85 Mr. PRV RSRK ranga rao college Sivaramakrishna 30TH SEP Bobbilli,vizianagaram(d) Chapter In Charge 2016 The principal 85 Mr. PRV 30TH SEP Gayatri degree college Sivaramakrishna 2016 Bobilli,vizianagaram(d) Chapter In Charge
The principal 90 Mr. PRV 18th oct 2016 Coordinator Sivaramakrishna Icsi study centre Chapter In Charge srikakulam The principal 120 Mr. PRV 18th oct 2016 New central school Sivaramakrishna srikakulam Chapter In Charge The principal 75 Mr. PRV 20th oct 2016 SDA govt degree Sivaramakrishna college Chapter In Charge yalamancheli The principal 120 Mr. PRV 21st oct 2016 Sri boddu Krishna Sivaramakrishna degree Chapter In Charge College,vizianagaram The Director 350 CS B. Bhargava 22.10.2016 Gayatri Shri PVR Patnaik Colleges of PG Course, Mr. PRV Srikakulam Sivaramakrishna Dr N Patnaik
ICSI-SIRC eNewsletter / October 2016 55 ICSI Publications 2016
ICSI-SIRC eNewsletter / October 2016 56 ICSI-SIRC eNewsletter / October 2016 57 ICSI-SIRC eNewsletter / October 2016 58 Opportunities for Members & Students
For Members
For Students
ICSI-SIRC eNewsletter / October 2016 59 Announcement for Members
ICSI-SIRC eNewsletter / October 2016 60 ICSI-SIRC eNewsletter Announcement for Members
Saathi Haath Badhana
CSBF/7.5/ 2016 14th October, 2016
Three months from now, you'll wish you had started
Subject: Increase from Rs. 5 lakh to Rs. 7.5 lakh – CSBF. Enrol now!
Dear Professional Colleagues
It has taken over three and half decades of consistent hard work, perseverance and dedication of one and
all to reach and see the day now when a Company Secretary is acknowledged by statute as a key
managerial person.
th th While the Institute celebrated its 48 Foundation Day on 4 October, 2016, it gives me immense pleasure
while informing your good self that the quantum of financial assistance to the dependent(s) of the life
st members of CSBF has been increased from Rs. 5 Lakh to Rs. 7.5 lakh w.e.f. 1 January, 2017 in the
unfortunate event of the death of the life member.
I take this opportunity to thank the Council of the Institute in leading the way forward to extend its helping
hand in making the Fund financially secure through its regular and generous contributions. I wish to thank
all the Regional Councils and Chapters who have contributed in this noble cause and earnestly wish that
CSBF will continue to have their patronage in the future too. I sincerely thank the Managing Committee of
CSBF and the Secretariat for their consistent efforts in this endeavour.
st On and from 1 January, 2017, the financial assistance to life members of CSBF will be as under: Sl. Particulars Existing To No. 1 Financial Assistance to Life Rs. 5 lakh Rs. 7.5 lakh Members (upto the age of 60 years) 2 Financial assistance to Life Rs.2 lakh Rs. 3 lakh to be given to the Members (above the age of 60 (in deserving cases) dependent spouse of the years) Deceased life member only. (in deserving cases)
ICSI-SIRC eNewsletter / October 2016 61 I would hence strongly urge you to become a life member of the CSBF by seizing this opportunity by making
a onetime online/offline payment of Rs. 7,500 before the subscription increases to Rs. 10,000 effective from
1st January, 2017.
By becoming a member of the CSBF, you are not only in a small way securing the future of your own family
but also your extended family, i.e. your professional brethren.
If you are already a life-member of CSBF, you can motivate your other colleagues to become a life member
of CSBF. Needless to say, that the subscription/ contribution to CSBF qualify for the deduction under Section
80G of the Income Tax Act, 1961.
For further information/ clarification, you may please write at email id: [email protected] or contact
on Telephone: 011-45341088.
I keenly look forward to getting your continued support. I am also sharing vide link
https://www.icsi.edu/Docs/Webmodules/CSBF_Brouchure.pdf the detailed brochure on CSBF.
Form 'A' for enrolment as a life member of CSBF at
http://www.icsi.edu/docs/webmodules/member/forms/form-A-CSBF.pdf
ICSI-SIRC eNewsletter / October 2016 62 1. On confirmation of the payment member can get the Payment Receipt for CAC registration. The registration is valid for One year from the date of booking. An email and SMS will be sent to the member on successfully completing the registration process. 2. Registered members can book their time slot depending upon their requirements and also depending upon the availability of the CAC office for the selected location by clicking on ‘Booking for CAC’ menu item. It will show the status of booking for the already registered location office(s). The available date can be checked from the check button. 3. Booking Receipt will get generated after the successful booking. Member can take the printout of the same to show his booking details to location office at the time of entering the premise. An email and SMS will be send to the Member and as well as the Location Office for the same. 4. Members can cancel their bookings by clicking on the menu item ‘Cancellation of CAC Booking’. All the valid booking details will appear for cancellation. A confirmation message will appear before final cancellation. Once a booking is cancelled for selected date, booking time will again be returned back to the member’s account. 5. The menu item ‘Receipt for CAC booking’ will be used for getting the receipts for the Payment and as well as the Booking data. Member can generate the receipts and take the printout of the receipts as and when required. 6. About Page is available for providing the guidelines about how to use the CAC application. 7. After certain time the member will be logged out automatically and redirected to the Login page of the application. 8. A report facility has also been generated for the admin user of the corresponding office to view the Booking status. 9. The registration fees and other charges are as follows: i. Annual Registration charge (for each location): INR 5000/- ii. Scanning Charges: INR 3.00 per page to be charged on actuals iii. Photo Copy Charges: INR 1.00 per page to be charged on actuals
I. GUIDELINES TO THE USERS The permissible use of CAC shall be maximum 06 (six) hours per month per member. The membership to CAC is non-transferable and only registered member can avail the facilities. If a member wants to use more than 6 hours in a month, no additional charges need to be collected for the same. However, the number of extra hours used in that month shall be deducted from the total hours allotted in a year. Further, if a member does not use 6 hours in that month, it will get lapsed in that month and any unutilized allocated hours will not be carried forward to the next month. Booking can be done in advance for maximum of two months from the current date.
63 ICSI-SIRC eNewsletter / October 2016
I. OBJECTIVES a. To promote and guide start-ups b. To promote innovations c. To help start ups in getting necessary capital to take-off d. To support and guide business acceleration
II. BENEFIT TO MEMBERS · Newly inducted members into practice can avail office facilities at a nominal cost on prior booking/ confirmation basis (in different slots during office hours). · CS Chamber will provide office facilities to PCS for dealing with their clients.
III. FACILITIES AVAILABLE AT CAC · The CAC Chambers is well equipped with all state-of-the Art facilities to resemble a corporate look having WiFi/internet, Telephone, Scanning & Printing, Reception Desk, Reference Library, and other basic amenities. Cafeteria facility can be provided (on cost basis). · Additional facility of Web Camera can be arranged on need basis
IV. ONLINE REGISTRATION PROCEDURE 1. An active member of ICSI is eligible for login to the CAC Application through the link https://www.icsi.in using his/her valid online user credentials. 2. After successful Log In, the Home page of the CAC application will appear. 3. From the Home page, a member can click on ‘Registration for CAC’ for registration. The list of available office location/s will appear on the screen. 4. Member can select the desired location from the list of office location for the registration. All available services on this location will appear along with their charges like Registration charge etc. 5. Registration for multiple locations can also be done simultaneously. The total accumulated charges will appear on the screen. 6. On clicking the ‘Proceed for Payment’ button system will redirect to the Payment Gateway screen.
ICSI-SIRC eNewsletter / October 2016 64 Announcement for Students
ICSI-SIRC eNewsletter / October 2016 65 Guidance Programme Guidance Programme of the Examiners' observations and comments on the performance of students for Executive Programme and Professional Programme in June 2016 session of Company Secretaryship Examination. The programme will be held on Friday, the 25th November, 2016 at “ICSI-SIRC House”, 9, Wheat Crofts Road, Nungambakkam, Chennai-600 034 at 2.30 p.m. Students interested to participate in the above programme shall confirm their participation through E-mail to [email protected] on or before 23rd November, 2016. 66 ICSI-SIRC eNewsletter / October 2016 Commencement of Class Room Teaching
SIRC of the ICSI commenced Class Room Teaching for Executive
Programme Module-I (Morning) and Module-II (Evening) for June
2017 examination on 3rd October, 2016 at “ICSI-SIRC House”,
Chenna-600034.
Class Room Teaching
Stage Date of Fee Commencement Foundation Programme 19.12.2016 Rs.5100/- Morning Batch for June 2017 examination Foundation Programme 19.12.2016 Rs.5100/- Morning Batch for June 2017 examination Executive Programme 19.12.2016 Rs.5600/- Module-II Morning Batch for June 2017 examination Executive Programme 19.12.2016 Rs.6100/- Module-I Evening Batch
for June 2017 examination
Model Examination for December 2016 Examination
The SIRC of the ICSI is organizing model examination for December 2016 examination for Foundation Programme, Executive Programme and Professional Programme from 26th November, 2016 to 3rd December,2016 at “ICSI-SIRC House”, Chennai – 600 034.
Crash Course
The SIRC of the ICSI is conducting Crash Course for Professional Programme Students for December 2016 examination at “ICSI-SIRC House”, Chennai – 600 034 as per details are given below:
Day and Dates: Particulars Fees
Saturday and Sunday, the Crash Course on Financial, Rs.1250 26th November, 2016 and Treasury and Forex 27th November, 2016 Management Saturday, the 3rd December, Crash Course on Advanced Rs.1250 2016 and Sunday, the 4th Tax Laws and Practice December, 2016
ICSI-SIRC eNewsletter / October 2016 67 DECEMBER, 2016 SESSION OF EXAMINATIONS
STUDENTS
Please note that the online facility for submission of change of Examination Centre /
Combination of Module(s)/ Medium for the students who have enrolled for December, 2016
Session has been activated effective from 11th October, 2016 and the requests should be
submitted as per the schedule given below :
Stage Last Date for submission of Requests through Online Mode Foundation Programme
(Computer18th November, 2016 upto 16:00 Hours Based) examination Executive & Professional
P r o g r a m m e 6 t h D e c e m b e r , 2 0 1 6 u p t o 1 6 : 0 0 H o u r s E x a m i n a t i o n
The prescribed fee is Rs.250/- per change and the same may be remitted through
Credit/Debit Cards/ Net Banking / Canara Bank Challan System. It may be noted that for
changing the examination centre to Dubai, apart from the prescribed fee of Rs.250/-, the
surcharge of US$100 (or equivalent amount in Indian Rupees) shall be applicable.
Students remitting fee through Canara Bank Challan System i.e. by way of Cash at the Canara
Bank branches are advised to ensure that the cash is deposited LATEST BY 18th November,
2016 (for Foundation Programme Students) and 6th December, 2016 (For Executive &
Professional Programme Students). It may be noted that in case the cash is deposited after
the said dates (even if the Challans are generated on a prior date), the requests will be
rejected without further notice.
Students are advised to take note for compliance.
68 ICSI-SIRC eNewsletter / October 2016 DECEMBER, 2016 SESSION OF EXAMINATIONS
STUDENTS LAST DATE FOR SUBMISSION OF REQUEST FO CANCELLATION OF EXEMPTION
FOR THE STUDENTS WHO HAVE ENROLLED FOR DECEMBER, 2016 SESSION AND THE REQUESTS SHOULD BE SUBMITTED AT [email protected] AS PER THE SCHEDULE GIVEN BELOW :STAGE LAST DATE FOR SUBMISSION FOUNDATION ( COMPUTER BASED) EXAMINATION CANCELLATION EXEMPTION REQUESTS
18TH NOVEMBER, 2016 UPTO 16:00 HOURS EXECUTIVE & PROFESSIONAL PROGRAMME EXAMINATION6TH DECEMEBR, 2016 UPTO 16:00 HOURS
GUIDELINES FOR CANCELLATION OF PAPER-WISE EXEMPTIONS
Paper-wise exemption in any paper(s) of the examination, once sought by the candidate and granted by the Institute remains valid and is printed in his/her Admit Card (Roll No.) and taken on record for computation of his/her results unless it is cancelled by the student by submitting a formal request to the Institute. Exemption once cancelled on student's request shall not be revived subsequently under any circumstances. Candidates fulfilling the eligibility conditions under 60% Marks Criteria have been granted exemption(s) in the respective papers and such exemption(s) has/have been shown in the Admit Card.
The details of such exemptions are available in the individual accounts of the students at www.icsi.edu under “Programme Information”. The exemptions so granted will also be shown in the Admit Card to be issued to the eligible students. Ifany candidate appears in the examination of any exempted paper disregarding the exemption granted and shown in the Admit Card, the exemption will be cancelled by the Institute without notice and shall not be revived under any circumstances.
Candidates desirous of cancelling the paper-wise exemptions granted to them are advised to send a formal request at E-Mail id [email protected] Such requests for cancellation should be sent latest by 18th November, 2016 (Upto 16:00 Hours) by Foundation Programme Students and by 6th December, 2016 (Upto 16:00 Hours) by Executive and Professional Programme Students.
It may be noted that in some cases, the exemptions granted in accordance with the various provisions contained under the regulations are inter-related with other exemptions granted and cancellation (or appearance) in any one of the papers may result in cancellation of exemptions in all the inter-related papers. For example, if a candidate has been granted paper-wise exemptions in three papers on the basis of scoring 60, 62, 58 & 10 Marks respectively in the four papers contained under Module-I of Executive Programme in previous session and in case he/she appears or cancels the exemption in any one out of the three exempted papers, all the three exemptions shall be cancelled since the exemption criteria in this case is applicable only if all the three papers are taken together.
Candidates are, therefore, advised to be extremely careful while seeking cancellation or while appearing in the exempted papers, as the final result will be computed considering the actual marks scored on reappearance and/ or the deemed absence in the papers as the case may be. In other words, candidates appearing in the exempted papers despite an endorsement to the effect in the Admit Card shall be doing so at their own risk and responsibility and the Institute may not be held responsible for any eventuality which may arise at a later date. In case of any doubt regarding the applicability of rules regarding the exemptions, it would be better if the candidates seek prior clarifications from the Institute by writing at [email protected] before appearing in the examination of exempted subjects or seeking cancellation of exemptions granted. 69 ICSI-SIRC eNewsletter / October 2016