GOVERNANCE IN UNDER THE NEW COMPANIES ACT, 2013 AT PREMIER CORPORATE GOVERNANCE CONFERENCE 2015 ON OCTOBER 28, 2015

VENUE: THE WANDERERS CLUB, JOHANNESBURG

CS ATUL H. MEHTA PRESIDENT -ICSI ABOUT ICSI

• CONSTITUTED UNDER AN I.E. THE COMPANY SECRETARIES ACT, 1980

• TO DEVELOP AND REGULATE THE PROFESSION OF COMPANY SECRETARIES IN INDIA

• AWARDS THE CERTIFICATE OF BESTOWING THE DESIGNATION OF COMPANY SECRETARY (CS) TO A CANDIDATE QUALIFYING FOR THE MEMBERSHIP OF THE INSTITUTE

• OVER 42,000 MEMBERS INCLUDING 7,300 MEMBERS HOLDING CERTIFICATE OF THE PRACTICE

• OVER 4,00,000 STUDENTS PAPER 1: COMPANY LAW

1. COMPANIES ACT, 2013 2. LLP ACT, 2008

PAPER 3: ECONOMIC AND COMMERCIAL LAWS

3. FEMA, 1999 4. FOREIGN CONTRIBUTION ( REGULATION )ACT, 2010 5. SPECIAL ECONOMIC ZONES ACT, 2005 6. COMPETITION ACT, 2002 7. CONSUMER PROTECTION ACT, 1986 8. THE PATENTS ACT, 1970 9. THE TRADE MARKS ACT, 1999 10. COPYRIGHTS ACT, 1957 11. GEOGRAPHICAL INDICATION OF GOODS (REGISTRATION AND PROTECTION) ACT, 199 12. DESIGN ACT, 2000 13. ARBITRATION AND CONCILIATION ACT, 1996 14. TRANSFER OF PROPERTY ACT 15. STAMPS ACT 16. CONTRACT ACT, 1872 17. PREVENTION OF MONEY LAUNDERING, ACT, 2005 18. ESSENTIAL COMMODITIES ACT, 1955 19. THE LEGAL METROLOGY ACT, 2009 20. SOCIETIES REGISTRATION ACT, 1860 21. THE INDIAN TRUSTS ACT, 1882 22. THE INDUSTRIES (DEVELOPMENT AND REGULATION) ACT, 1951 23. THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006 24. PUBLIC LIABILITY INSURANCE ACT, 1991 25. THE ENVIRONMENT (PROTECTION) ACT, 1986 26. THE NATIONAL GREEN TRIBUNAL ACT, 2010 27. AIR (PREVENTION AND CONTROL OF POLLUTION) ACT, 1981. 28. WATER (PREVENTION AND CONTROL OF POLLUTION) ACT, 1974 29. THE REGISTRATION ACT, 1908 • PAPER 4: TAX LAWS AND PRACTICE • WORKMEN’S COMPENSATION ACT, 1923

• CONTRACT LABOUR (REGULATION AND ABOLITION) ACT, 1970

• 30. INCOME TAX ACT , 1961 • MATERNITY BENEFIT ACT,1961

• 31. WEALTH TAX ACT, 1957 • THE CHILD LABOUR (PROHIBITION AND REGULATION) ACT, 1986

• 32. SERVICE TAX • INDUSTRIAL EMPLOYMENT (STANDING ORDERS) ACT, 1946

• 33. VALUE ADDED TAX • INDUSTRIAL DISPUTES ACT, 1947

• 34. CENTRAL SALES TAX • INDIAN TRADE UNION ACT, 1926

• PAPER 6: CAPITAL MARKET AND SECURITIES LAWS • THE LABOUR LAWS EXEMPTION FROM FURNISHING RETURNS AND MAINTAINING REGISTER BY CERTAIN ESTABLISHMENTS ACT, 1988 • SECURITIES CONTRACTS (REGULATION) ACT, 1956 • EMPLOYMENT EXCHANGES(COMPULSORY NOTIFICATION OF • SEBI ACT, 1992 VACANCIES) ACT, 1959

• , 1996 •

• PAPER 7: INDUSTRIAL, LABOUR AND GENERAL LAWS • SPECIFIC RELIEF ACT, 1963

• FACTORIES ACT, 1948 • LIMITATION ACT, 1963

• MINIMUM WAGES ACT, 1948 • , 1872

• PAYMENT OF WAGES ACT, 1936 • CODE OF CIVIL PROCEDURE

• EQUAL REMUNERATION ACT, 1976 •

• EMPLOYEES’ STATE INSURANCE ACT, 1948 • CRIMINAL PROCEDURE CODE

• EMPLOYEES’ PROVIDENT FUNDS AND MISCELLANEOUS PROVISIONS • RIGHT TO INFORMATION (RTI) ACT, 2005 ACT, 1952

• PAYMENT OF BONUS ACT, 1965

• PAYMENT OF GRATUITY ACT, 1972 PROFESSIONAL PROGRAMME LAWS COVERED UNDER NEW SYLLABUS PAPER 1: ADVANCE COMPANY LAW AND PRACTICE

COMPANIES ACT, 1956/2013 (ALREADY COVERED UNDER EXECUTIVE)

PAPER 3: CORPORATE RESTRUCTURING, VALUATION AND INSOLVENCY

COMPANIES ACT, 1956/2013 (ALREADY COVERED UNDER EXECUTIVE)

1. SECURITISATION AND RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002 2. RECOVERY OF DEBTS DUE TO BANKS AND FINANCIAL INSTITUTIONS ACT, 1993 3. SICA 1985

PAPER 4: INFORMATION TECHNOLOGY AND SYSTEMS AUDIT

4. INFORMATION TECHNOLOGY ACT, 2002

PAPER 7: ADVANCE TAX LAWS AND PRACTICE

5. INCOME TAX ACT , 1961 6. WEALTH TAX ACT, 1957 7. CENTRAL EXCISE LAWS 8. CUSTOMS LAWS

ELECTIVE PAPER 9.1: BANKING LAW AND PRACTICE 9. RBI ACT 1935 10. BANKING REGULATION ACT 1949 11. LENDER'S LIABILITY ACT

ELECTIVE PAPER 9.3: INSURANCE - LAW AND PRACTICE 12. INSURANCE ACT 13. INSURANCE REGULATORY AND DEVELOPMENT ACT 14. 15. MARINE INSURANCE ACT 16. EMPLOYEES STATE INSURANCE ACT VISION & MISSION

VISION

“TO BE A GLOBAL LEADER IN PROMOTING GOOD CORPORATE GOVERNANCE"

MISSION “TO DEVELOP HIGH CALIBRE PROFESSIONALS FACILITATING GOOD CORPORATE GOVERNANCE ”

INDIA IS UNIQUE

• 14,00,000 PLUS REGISTERED COMPANIES IN INDIA. • 7120 LISTED COMPANIES • 100 PLUS SME LISTED COMPANIES AND STILL GROWING • BSE – ASIA'S FIRST & FASTEST STOCK EXCHANGE WITH THE SPEED OF 200 MICRO SECONDS. • THE COMPANIES LISTED ON BSE COMMAND A TOTAL MARKET CAPITALIZATION OF USD 1.68 TRILLION AS OF MARCH 2015. • WORLD'S LEADING EXCHANGES (5TH LARGEST IN MARCH 2015) FOR INDEX OPTIONS TRADING

NEW CONCEPT IN CO. ACT 2013 • ONE-PERSON CO /PRIVATE TRIBUNAL (TRIBUNAL OR CO / SMALL CO NCLT) /DORMANT CO • SERIOUS FRAUD • KEY MANAGERIAL INVESTIGATION OFFICE PERSONNEL (SFIO) • PROMOTER • CORPORATE SOCIAL • INDEPENDENT DIRECTOR RESPONSIBILITY (CSR) • FINANCIAL YEAR – 31ST • CLASS ACTION SUITS. MARCH • WOMAN DIRECTORS/ • CONSOLIDATED FINANCIAL RESIDENT DIRECTOR STATEMENTS • OFFICER IN DEFAULT • MANDATORY AUDITOR • NEW LISTING REGULATIONS ROTATION • E VOTING / VIDEO • NATIONAL COMPANY LAW CONFERANCE Applicability

 CSR is applicable to every company having-

[Sec.135(1)]

Net worth of Turnover of Net profit of Rs. 500 Crore or more, Rs. 1000 Crore or more Rs. 5 Crore or more or or

Any Company which ceases to meet the above criteria for three consecutive financial years shall not be required to comply with CSR provisions.

[ Rule 3(2)] CLAUSE 49 OF LISTING AGREEMENTS

UNDER REVISED CLAUSE 49, A PERSON SHALL NOT SERVE AS AN INDEPENDENT DIRECTOR IN MORE THAN 7 LISTED COMPANIES.

FURTHER, ANY PERSON WHO IS SERVING AS A WHOLE TIME DIRECTOR IN ANY LISTED COMPANY, SHALL SERVE AS AN INDEPENDENT DIRECTOR IN NOT MORE THAN 3 LISTED COMPANIES. NEW CONCEPT IN CO. ACT 2013 ( TWO MAJOR CHANGES FOR CS PROFESSION )

• SECRETARIAL AUDIT FOR BIGGER COMPANIES

• COMPLIANCE OF ALL LAWS

• SECRETARIAL STANDARDS: THE 2013 ACT REQUIRES EVERY COMPANY TO OBSERVE SECRETARIAL STANDARDS SPECIFIED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA WITH RESPECT TO GENERAL AND BOARD MEETINGS [SECTION 118 (10) OF 2013 ACT], REGULATORS ARE ACTIVE FOR STAKEHOLDERS REGULATORS ARE ACTIVE FOR STAKEHOLDERS

• MINISTRY OF CORPORATE AFFAIRS (MCA) • SECURITIES BOARD OF INDIA (SEBI) • COMPETITION COMMISSION OF INDIA (CCI) CHANGING ROLE OF COMPANY SECRETARY • NO CORPORATE GOVERNANCE - NO CORPORATE GROWTH • NO CORPORATE GROWTH – NO ECONOMIC GROWTH • NO ECONOMIC GROWTH – NO COUNTRY GROWTH COMPANY SECRETARY

Ethics and Mutual Trust

Regulatory Compliances

Management Functions COMPANY SECRETARY navigates the Company CORPORATE GROWTH Policies with GOOD GOVERNANCE

24 COMPANY SECRETARY AS GOVERNANCE PROFESSIONAL-

 MOTIVATES, CULTIVATES AND NURTURES BEST GOVERNANCE PRACTICES IN A CORPORATE;

EXHIBITS, PROFESSES INTEGRATION OF COMPLIANCE FRAMEWORK TO SAFEGUARD THE CORPORATE FROM COMPLIANCE FAILURES;

PROVIDES CUSHION TO STAKEHOLDER INTEREST AND GUIDES MANAGEMENT AND BOARD ON RELATED ISSUES. EXPECTATIONS FROM COMPANY SECRETARY

• REPOSITORY OF KNOWLEDGE IN VARIOUS ASPECTS OF BUSINESS ADMINISTRATION, GOVERNANCE AND COMPLIANCES,

• PROVIDING VALUE ADDED SUPPORT TO BOARD IN POLICY FORMULATION AND DECISION MAKING PROCESS,

• HUB OF KNOWLEDGE IN ANY ORGANIZATION.

• CONSCIENCE KEEPER OF THE COMPANY AND

• GUARDIAN OF CORPORATE LEGITIMACY.

26 COMPANY POLICIES VARIOUS POLICIES & MANDATES UNDER EVOLVED REQUIREMENT TO MAINTAIN VARIOUS POLICIES & MANDATES UNDER THE NEW ACT.

• CSR POLICY • RISK MANAGEMENT POLICY • RPT POLICY • NRC POLICY • WHISTLE BLOWER POLICY – A VIGIL MECHANISM COMMITTEES UNDER CO ACT COMMITTEES UNDER CO ACT

• AUDIT COMMITTEE • NOMINATION AND REMMUNERATION COMMITTEE • STAKEHOLDERS RELATIONSHIP COMMITTEE • CORPORATE SOCIAL RESPONSIBILITY COMMITTEE INDIA IS CHANGING THANK YOU CS ATUL MEHTA PRESIDENT ICSI