1
Issue No.8
31st August, 2014
SIRC eNewsletter
From The Chairman
Dear Professional Colleagues & Students,
Chairman
Dr.Baiju Ramachandran
Vice-Chairman
Nagendra D Rao
Secretary
C.Ramasubramaniam
Treasurer
A.Visweswara Rao
Members
Dwarakanath C.
Gopalakrishna Hegde
[Ex-Officio]
K. Ramasamy
Dr. B. Ravi
Marthi S.S.
R. Sridharan
[Ex-Officio]
C.Sudhir Babu
[Ex-Officio]
Ashok Thakkar
[Co-opted]
B.K. Bansal
[Co-opted]
ICSI-SIRC HOUSE
No.9, Wheat Crofts Road
Nungambakkam
Chennai - 600034
www.icsi.edu/siro
Newsletter Committee
Chairman
C Dwarakanath
​ fter the success of the 9th Southern India Regional
A
Conference of Practising Company Secretaries held
on 9th & 8th August 2014 at Hyderabad which has
also seeded thought in us to use Information Technology for Secretarial Audit and other compliance related works. As all are aware, Integrated workflows, best
practices to eliminate redundancies have become the
order of the day to give great experience to employers and clients, for which every Company Secretaries
should have created systems of their workflows. Whatever enables us to achieve today’s success, is no longer
sufficient to sustain future success. The future workplace of CS requires these capabilities: experience, mobility, intelligence, interoperability, cloud and collaboration. So a complete shift in compliance paradigm
is happening. The Companies Act has fuelled up the
same. The new Companies Act 2013 is a contemporary
and modern law and has permitted all possible use of
IT in every related process allowing legally to maintain
electronic documentations, file e-returns and make online payments, thus a bigger part of manual work shifted to IT. With opportunities comes responsibilities- responsibility to perform duties smartly and efficiently
considering in numerous risks involved. Technologically, we can achieve 100% goal with 20% manual efforts,
increasing our efficiency to many-folds.
So use technology to beat technology…
With warm regards,
Yours Sincerely,
CS Dr. Baiju Ramachandran
Chairman.sirc@icsi.edu
baijuramachandran@gmail.com
ICSI - SIRC eNewsletter August 2014 Issue
2
INDEX
Chairman’s Page 1
Index2
Forthcoming Events: Sept & Oct 2014 3
Photo Gallery 4
SIRC Activity Report 9
Chapters’ Activity Report 17
Service Tax Update44
Articles
45
Announcement for Members 63
Announcement for Students 64
ICSI - SIRC eNewsletter August 2014 Issue
3
Forthcoming Programmes
TENTATIVE PROGRAMME SCHEDULE*
of SIRC of the ICSI
for the months - Sept & Oct 2014
No
1
2
Date &
Time
04.09.2014
(5.45pm)
05.09.2014
(5.45pm)
Program
(Paid/Free)
Topic/ theme &
Chief Guest/Speakers
Study Circle Meeting
(Free)
Multi-Disciplinary Practice through
Limited Liability Partnership
Speaker:
CS. Gopala Krishna Raju
Member, SIRC of the ICAI
Teachers Day Special
Programme
(Free)
06.09.2014
(9am)
One Day Seminar
(Paid)
4
19 & 20
Sept
2014
Residential
Programme
(Paid)
5
20.09.2014
(10am)
3
6
7
8
23.09.2014
(5.45pm)
01.10.2014
04.10.2014
(5.45pm)
Joint Programme
(Paid)
Role & Duties of Professionals
as GURU
Speaker: Shri.V.Sreeraman
Chartered Accountant, Salem
The Companies Act, 2013 – Raising
Corporate Governance Standards
Chief Guest:
Shri. M J Joseph
Addl. Secretary, MCA
Theme: CS Profession - Enablers of
Economic Growth
Speakers: Under Finalisation
Topic & Speakers
Under finalisation
Meet the Regulator
Programme
(Free)
Interaction with Official(s) of
Inspector General of Registrations,
Govt of Tamilnadu
Topic: Professional Opportunities in
Registration Partnership Deed,
Societies, Trust etc
Voluntary Blood
Donation Day
Special Programme
Programme
Under finalisation
Study Circle Meeting
(Free)
Topic & Speaker
Under finalisation
Venue &
PCH
ICSI-SIRC
Chennai
PCH – 1
ICSI-SIRC
Chennai
PCH – 1
Abu Sarovar
Chennai
PCH-4
Velankanni
PCH-8
Under
Finalisation
PCH-2
ICSI-SIRC
Chennai
PCH – 1
ICSI-SIRC
Chennai
ICSI-SIRC
Chennai
PCH – 1
9
12.10.2014
(9.30pm)
10
15.10.2014
(5.45pm)
Joint Programme
(Paid)
Topic & Speakers
Under finalisation
Meet the Regulator
Programme (Free)
Under finalisation
25 & 26
Two Day Workshop
Topic & Speaker
Oct
(Paid)
Under finalisation
2014
*It is only tentative; separate email will be sent before each programme
11
ICSI - SIRC eNewsletter August 2014 Issue
Under
Finalisation
PCH-2
ICSI-SIRC
Chennai
PCH – 1
ICSI-SIRC
Chennai
PCH – 6
Photo Gallery
34th Annual General Meeting of SIRC of the ICSI
Foundation Day Programme [Dr.Rajdeep Manwani addressing]
33rd Students Induction Programme Inaugural Address
Study Circle Meeting on Anti-Money Laundering
[Speaker CA.M R Venkatesh receiving memento]
Refresher course for Commerce Teachers of
Government and Government aided schools
Investor Awareness Programme oraganised by SIRC
in association with Tamilnadu Investors Assosiation
ICSI - SIRC eNewsletter August 2014 Issue
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5
Photo Gallery
9th Southern India PCS Conference
Chief Guest Shri K Taraka Rama Rao, Hon’ble Minister for
Panchayat Raj & IT, Telangana inaugurating
President, The ICSI CS.R.Sridharan addressing
Key note speaker Shri A Dinakar Babu IAS receiving memento
from CS.Dr.Jagan Mohan Rao, Past President, The ICSI
A cross section of audiance
CS.G P Madaan addressing on Secretarial Audit
Brahma Kumari Anjali Behen delivering valedictory address
ICSI - SIRC eNewsletter August 2014 Issue
Photo Gallery
Independent Directors Repositary Poartal soft launch
[President, The ICSI CS. R Sridharan addressing]
Chairman, SIRC explaining about CS Course in Gurushree
Shantivijai Jain College, Chennai
Independent Directors Repositary Poartal soft launch
[President, The ICAI CMA.A S Durga Prasad addressing]
Participants of Independent Directors Repositary Poartal
soft launch function held in Chennai
68th Independence Day Celebration held at ICSI-SIRC:
RoC-Tamilnadu hoisting the National Flag at SIRC Premises
ICSI - SIRC eNewsletter August 2014 Issue
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Photo Gallery
Chairman-SIRC CS.Dr.Baiju Ramachandran hositing ICSI
Flag in the Independence Day Programme
Indian Bank Executive Director Mr.B.Rajkumar inaugurating Independence Day Special Programme
Dr.Ushy Mohandas addressing on the topic
“Leverage Your Energy to Transform Yourselves”
Group photo of participants with Dr.Ushy Mohandas,
Motivational Speaker from Bangalore
Interactive session with CS.R Sridharan, President, ICSI
during the PCS Conference held at Hyderabad
Meet the Regulator Programme with EPF Commissioner
(Mr.M Mathiazhagan) & ESIC Director (Mr.P B Mani)
ICSI - SIRC eNewsletter August 2014 Issue
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Photo Gallery
President, The ICSI CS.R.Sridharan inaugurating
Murugappa Group Study Circle
Seminar on EPF & ESI: Regional Director (SIRC) introducing the Resource Person, Adv. Anil Narayanan
Investor Awareness Programme held at Perambalur [Cheif
Guest - Dr. Darez Ahamed IAS, Perambalur District Collector]
Participants of Investor Awareness Programme organised by the SIRC at Perambalur
Inauguration of New Building of Bangalore
Chapter of SIRC of the ICSI
CS.Gopalakrishna Hegde acknowledging Bangalore Chapter
Team in the inauguration of new Chapter premises
ICSI - SIRC eNewsletter August 2014 Issue
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9
SIRC Activity Report
Report
1] Annual General Meeting of ICSI – SIRC
On 31st July 2014, the Annual General Meeting of the ICSI – SIRC was held at ICSI – SIRC House.
CS Dr. Baiju Ramachandran, Chairman, ICSI – SIRC chaired the meeting. CS Ramasubramaniam
C, Secretary, ICSI – SIRC, CS Dr. B Ravi, Member, ICSI – SIRC and CS K Ramasamy, Member, ICSI –
SIRC were also present at the AGM. The members actively participated and raised questions,
which were aptly replied by the council members.
2] Foundation Day Lecture of ICSI – SIRC
On 31st July 2014, the ICSI – SIRC organized the ‘Foundation Day Lecture’ at ICSI – SIRC House,
Chennai. Dr. Rajdeep Manwani, Motivational Speaker & Coordinator, Department of
Commerce, Jain University, Bangalore delivered the foundation day lecture. CS Sridharan R,
President, The ICSI delivered the presidential address. Earlier CS Dr. Baiju Ramachandran,
Chairman, ICSI – SIRC welcomed the dignitaries. In his address, he narrated the history of SIRC
and the achievements made so far. CS Dr. B Ravi, Member, ICSI – SIRC introduced speaker to
the members.
In his presidential address, CS Sridharan R, President, The ICSI remembered the notable
contributions made by the previous Chairmen of SIRC and the Presidents from SIRC. The
President, ICSI pointed out the various opportunities available to the CS under the Companies
Act 2013 and requested the members to cope up with the changes happening. The President
also advised the members should follow the code of conduct and ethics in the professionals.
In the Foundation Day Lecture, Dr. Rajdeep Manwani, enthralled the members with his speech.
He showed no sign of himself being a visually challenged person and told, ‘nature has taken
away the spark from my eyes, not from my heart’. Dr. Rajdeep emphasized that, as
professionals, CS should always be continuous learners and be updated with latest happenings
in their profession related laws. He also stressed upon the members to explore the new areas in
the profession and excel. While explaining the above, he quoted that in the womb of challenges
only, greater opportunities are born. Dr. Rajdeep also observed that every challenge has
imaginary finishing line and if one crosses that, he will find glorious light ahead and bounties
waiting.
All the members present at the lecture gave a standing ovation to Dr. Rajdeep Manwani. The
foundation day lecture concluded with the formal vote of thanks by CS Ramasubramaniam C,
Secretary, ICSI – SIRC.
3] Inaugural Session of 33rd Student Induction Programme [SIP]
On 01st August 2014, CS Dr. Baiju Ramachandran, Chairman, ICSI – SIRC inaugurated the 33rd
Student Induction Programme of the ICSI – SIRC at ICSI – SIRC House. Earlier, Dr.V.Balaji,
Assistant Education Officer, ICSI – SIRO, welcomed the Chairman and students. He introduced
Chairman to the students.
In his inaugural address, the chairman congratulated the students for taking up this course as
their profession. He also explained the scope of CS, both in employment and practice. The
Chairman also gave valuable tips for preparing for CS exams. The students enjoyed the address
ICSI - SIRC eNewsletter August 2014 Issue
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by Chairman and interacted with him regarding new training structure, online exams, etc. The
inaugural session concluded with the formal vote of thanks by Assistant Education Officer, ICSI
– SIRO.
4] Study Circle Meeting on ‘Anti-Money Laundering – What Corporates must know’:
On 01st August 2014, the ICSI – SIRC organized a study circle meeting at ICSI – SIRC House, in
which CA M R Venkatesh, Practising Chartered Accountant, Chennai addressed members on the
topic ‘Anti-Money Laundering – What Corporate must know’. Earlier CS Dr. Baiju
Ramachandran, Chairman, ICSI – SIRC welcomed the speaker and members and introduced the
speaker.
Shri Venkatesh explained in detail about the money laundering and the various provisions of
the Anti-Money Laundering Act. Shri Venkatesh advised the members to be vigil regarding the
implications that professionals have to face, if they indulge in anti-money laundering or
assisting some others in anti-money laundering activities. Shri Venkatesh highlighted the
members on the huge amount being transferred from India to foreign countries in an illicit
manner. The study circle meeting concluded with the formal vote of thanks by CS
Ramasubramaniam C, Secretary, ICSI – SIRC.
5] Refresher Course for Commerce / Accounts Teachers of Government & Government
Aided Schools of South Chennai
On 07th August 2014, the Government of Tamilnadu organized a refresher course for Commerce
and Accounts teachers of Government and Government aided schools at Holy Angels Senior
Secondary School, Chennai. The ICSI – SIRC participated and addressed the teachers in this
refresher course.
The programme was presided over by Shri T Rajendaran, Chief Education Officer, Chennai
District, Government of Tamilnadu. Dr. V Balaji, Assistant Education Officer, ICSI – SIRC
addressed the teachers about the Companies Act 2013 and scope of CS and the course of CS. A
request was also made to all the teachers to invite us to conduct career awareness programmes
in their schools. Shri Kirubakaran, Convenor of the programme and Principal, Anjuham Higher
Secondary School, Chennai thanked ICSI – SIRC for addressing the teachers.
6] Investor Awareness Programme with Tamilnadu Investors’ Association
On 08th August 2014, ICSI – SIRC in association with the Tamilnadu Investors Association,
Chennai organized an Investor Awareness Programme at ICSI – SIRC House, This programme
was sponsored by the Investor Education & Protection Fund of Ministry of Corporate Affairs,
Government of India.
The programme was inaugurated by Dr. M Manuneethi Cholan, Registrar of Companies,
Tamilnadu, Andaman & Nicobar Islands. In his inaugural address, the ROC explained about the
objectives of Investor Education & Protection Fund of Ministry of Corporate Affairs. He told the
various steps taken by the Ministry to protect the investors. The programme was addressed by
CS Srikanth S, Management Consultant & Secretary, Tamilnadu Investors Association, Chennai.
CS Srikanth explained the various points that has to be taken looked into by an investor before
investing in a company. He also highlighted the functions of the Tamilnadu Investors
Association relating to the investors’ protection.
ICSI - SIRC eNewsletter August 2014 Issue
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The programme was well attended by investors. The investors actively interacted with the
Registrar of Companies and CS Srikanth regarding various issues pertaining to investors
protection, which were aptly replied by both of them. The Investor Awareness Programme
concluded with the formal vote of thanks by CS Dr. Baiju Ramachandran, Chairman, ICSI – SIRC.
7] 9th Southern India Regional Conference of Practising Company Secretaries
On 9th and 10th August 2014, the ICSI – SIRC organized its 9th Southern India Regional
Conference of Practising Company Secretaries at Hotel Lemon Tree, Hyderabad. The conference
was inaugurated by Shri K Taraka Rama Rao, Hon’ble Minister for Panchayat Raj & IT, Telangana
State on 9th August 2014.
Earlier, CS Marthi S S, Chairman, Practising Company Secretaries Committee, ICSI – SIRC invited
the Chief Guest, Dignitaries, members and students. CS Dr. Baiju Ramachandran, Chairman, ICSI
– SIRC welcomed all. CS Gopalakrishna Hegde, Council Member, The ICSI introduced the theme
of the conference to the delegates. CS Vasudeva Rao Devaki, Chairman, ICSI – Hyderabad
Chapter introduced Shri K Taraka Rama Rao, Chief Guest and Shri A Dinakar Babu, IAS,
Managing Director, A P State Cooperative Marketing Federation Limited, Hyderabad, the key
note speaker. CS Sudhir Babu C, Council Member, The ICSI also spoke on the occasion.
CS Sridharan R, President, The ICSI, in his presidential address, said it cannot be definable with
specific set of attributes, rather it is a habit, which needs to be evolved in the professional
content. It is in pursuit towards ideal and a quest for habituation. Characteristics of excellence
are not prescribed but suggested, which are to be sensitively applied. Global CS (Company
Secretary) Brand could be built only on the edifice of professional excellence. It is also equally
important that continuous validation is critical, so as to keep the bar of professional excellence
higher and higher, through specific capacity building programmes, he observed.
Shri A Dinakar Babu, IAS, Managing Director, A P State Cooperative Marketing Federation
Limited, Hyderabad, in his address spoke on the important role played by Company Secretaries
both in an organization as well as in practice. He complemented that the CS being a link
between regulators, shareholders and management, can aptly be termed as Governance
Professionals.
In his inaugural address, Shri Taraka Rama Rao said that the professional excellence is very
important in any profession and hence the theme of the conference is very apt. He also
complemented that ICSI is the organization dedicated to develop high caliber professionals
facilitating good corporate governance. Speaking further, he observed that to be a global leader
in promoting good corporate governance, these kind of programs and continuous learnings are
important. The inaugural session concluded with the formal vote of thanks by CS Marthi S S,
Chairman, Practicing Company Secretaries Committee, ICSI – SIRC.
1st Technical Session: ‘Ethics and Governance’
The first technical session of the conference was the theme ‘Ethics and Governance’, addressed
by Shri Pashupathi Kumar V, Director, Business Risk, Deloitte & Touche Assurance and
Enterprise Risk Services India Private Limited, Hyderabad. CS Nagendra Rao, Vice Chairman, ICSI
– SIRC introduced him to the delegates. Shri Pashupathi Kumar explained that the Corporate
Governance as the system and set of rules, practices and processes by which a corporate is
directed and managed. He opined that the corporate governance essentially involves balancing
the interests of its stake holders. He observed that primary purpose of corporate leadership is
ICSI - SIRC eNewsletter August 2014 Issue
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to create wealth legally and ethically. The role of CS as Corporate Governance professionals is
very vital in any organization, he added.
2nd Technical Session: Panel discussion on ‘Certification under Companies Act 2013 –
Opportunities and Challenges’
CS Visweswara Rao A, Treasurer, ICSI – SIRC led the panel discussion on ‘Certification under
Companies Act 2013’. CS Rajesh Jain, CS K Manoj Kumar, Dr. Y Ratan Kumar were the panelists.
The various e-forms filed by companies, other than one person companies and small companies
that has to be pre – certified by the professionals were discussed in detail in the panel
discussion. The opportunities available to the CS in practice under the Companies Act 2013
were also discussed in detail. The delegates actively participated in the discussion.
3rd Technical Session: ‘Communication and Leadership & Art of Advocacy and Drafting’
Shri Manish Agarwal, Director, Edu Nirvana Private Limited, Hyderabad addressed on
‘Communication and Leadership’ and Shri Jasmeet Wadhera, General Counsel, India Region,
International Paper, India spoke on ‘Art of Advocacy and Drafting’ at the third technical session
of the conference. Earlier, CS Shujath Bin Ali, Member, ICSI – Hyderabad Chapter introduced
them to the delegates.
Shri Manish Agarwal explained that communication is not ability to speak good English, but is
the ability to say right thing at the right time in the right way. He observed that, as
professionals, CS should develop commanding communication skills. On leadership, he
observed that it is not about leading others but about leading oneself through thought and
leadership is never conferred, but is a byproduct of an intense aspiration which creates a center
of gravity around ideas.
Shri Jasmeet Wadhera explained that the CS can be empanelled by tribunal to assist in
proceedings and he must file memorandum of appearance with tribunal along with pleadings.
Shri Jasmeet explained precisely how a draft should be prepared. He advised that a structure
should be developed first, subject has to be introduced, give background and facts, analysis of
law, application of law, grounds for the case and request for relief. He also opined that facts
and documents should be carefully studied and should not miss any important aspect as the
first chance is usually the last chance. On art of advocacy, he suggested that while appearing
before any tribunal / court, one should make a clear brief on law and evidence. The arguer
should also avoid frequent interruptions or objections and wait for chance. He also suggested
that the arguer should cooperate with the opposite counsel.
10th August 2014:
4th Technical Session: ‘Secretarial Audit’
CS G P Madaan, Founder & CEO, Corporate Knowledge Foundation, Co-Chairman, National
Council for Merger & Acquisition of ASSOCHAM, New Delhi addressed the delegates on
‘Secretarial Audit’ at the 4th technical session. CS Isaac Raj P G, Vice Chairman, ICSI – Hyderabad
Chapter introduced him to the delegates. CS Madaan commenced his speech with a note that
the compliance is not merely a legal compliance, but it is a necessity now. He explained that
under section 204[1], every listed company and a company belonging to other class of
companies as may be prescribed shall annex with its Board’s Report, a Secretarial Audit Report
given by a CS in practice, in such form as may be prescribed. He also explained the power,
duties and liabilities of Secretarial Auditor. CS Madaan explained the members on preparing for
implementing compliance management system in an organization.
ICSI - SIRC eNewsletter August 2014 Issue
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5th Technical Session: Role of PCS in Insurance
Shri Suresh Mathur, Senior Joint Director, Insurance Regulatory and Development Authority,
Hyderabad spoke on the ‘Role of PCS in Insurance’ and Shri G Raghu Babu, Co – founder, R & A
Associates, Hyderabad spoke on ‘PCS as an Entrepreneur. CS Sakhamuri Kavitha Rani, Secretary
& Treasurer, ICSI – Hyderabad Chapter introduced the speakers to the delegates.
Shri Mathur observed that the CS have a pivotal role to play in the insurance section. He
explained that CS can be employed as a compliance officer in an Insurance Company and play
an importance role in ensuring compliance relating to the complicated legal, regulatory and
supervisory issues. He also complemented the ICSI for introducing Insurance as one of the
specialized subjects in the curriculum. Shri G Raghu Babu informed that the Companies Act
2013 has opened the corporate door for the individuals who have all the entrepreneurial
expertise and always wanted to have own company by the new concept of ‘One Person
Company’. He explained the members in detail about the formation of OPC with status of
separate legal entity. He concluded by saying that the concept of OPC is good for entrepreneurs
with new ideas and new ventures try to explore the corporate world with minimum
compliances and maximum benefits as exemptions.
Valedictory Session:
Brahma Kumari Anjali Behen, Brahma Kumaris, Himayat Nagar Branch, Hyderabad delivered the
valedictory address of the 9th PCS Conference. Earlier CS Dr. Baiju Ramachandran, Chairman,
ICSI – SIRC welcomed and introduced her to the delegates.
Anjali Behen, in her address, said that each one of us is an eternal spirit or soul and like actors
taking on a costume, we express ourselves on the ‘stage’ of the world through our physical
bodies. Anjali Behen explained that as souls, our original nature is filled with the highest
qualities of peace, purity, love, joy and power, and in due course we forgot this spiritual truth,
we have lost ourselves in an addictive search for temporary happiness through physical and
material means. This has brought us into a state of worry, fear and conflict. She concluded by
appealing to the delegates to live a good life. She opined that the good life is nothing but
following neat practices both in profession and personal life and also spend few time for
spiritualism. The two day conference concluded with the summing up of the two day
programme and formal vote of thanks by CS Marthi S S, Chairman, Practising Company
Secretaries Committee, ICSI – SIRC.
8] Independent Directors Repository Portal operational at ICSI – SIRC, Chennai
The ‘Independent Directors Repository Portal’ was made operational by CS Sridharan R,
President, The Institute of Company Secretaries of India and CMA Dr. A S Durga Prasad,
President, The Institute of Cost Accountants of India on 11 th August 2014 at ICSI – SIRC House,
Chennai. Earlier CS Dr. Baiju Ramachandran, Chairman, ICSI – SIRC welcomed the dignitaries
and the members. CA K Raghu, President, The Institute of Chartered Accountants of India
congratulated the ICSI and ICAI-CMA and the members through teleconference.
Dr. A S Durga Prasad, in his address complemented the ICSI for bringing all the three
professional bodies together for a common cause. He added that the professionals should
completely know the responsibilities vested on the Independent Directors under the
Companies Act 2013, before taking up as Independent Directors.
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In his address, CS Sridharan R, President, The ICSI thanked the other two professional bodies for
joining hands with ICSI for the initiative. CS Sridharan explained that this is one of the many
initiatives proposed by the ICSI. The President also spoke on the Key Managerial Personnel and
Secretarial Audit.
CS Sridharan explained about the Independent Directors and observed that women
professionals can play a dual role of both women director and independent director. He also
advised the professionals not to look at the remuneration, but concentrate more on what they
can contribute as Independent Director, as they will be heading the important committees on
CSR committee, stake holders’ committee, etc. He requested the professionals to make use of
the portal effectively. CS Sridharan concluded by quoting the words of Henry Ford, ‘Working
together is success’.
Ms. Sarah Arokiaswamy, Regional Director, ICSI – SIRO made a presentation on how to register
with the portal. The meeting concluded with the formal vote of thanks by CS Dr. Baiju
Ramachandran, Chairman, ICSI – SIRC.
9] Independence Day Celebrations
On 15th August 2014, the ICSI – SIRC celebrated the nation’s 68th Independence Day at ICSI –
SIRC House. Dr. M Manuneethi Cholan, Registrar of Companies, Tamilnadu, Andaman & Nicobar
Islands hoisted the national flag of India. CS Dr. Baiju Ramachandran, Chairman, ICSI – SIRC
hoisted the flag of the ICSI. Shri B Raj Kumar, Executive Director, Indian Bank, Chennai and CS
Dr. B Ravi, Member, ICSI – SIRC were also present on the occasion. Earlier, CS Dr. Baiju
Ramachandran, Chairman, ICSI – SIRC welcomed the dignitaries, members and students and
introduced the chief guest to them.
In his address, Dr. M Manuneethi Cholan traced the history of independence movement. He
recalled the sacrifices made by the freedom fighters in getting the freedom for our nation. Dr.
Manuneethi Cholan asked the members and students to be proud of being the citizens of
world’s largest democratic nation. He raised concern over the problems that are disturbing the
nations’ growth. He appealed the members and students to be honest and dedicated so as to
take the profession to new heights. Shri B Raj Kumar, Executive Director, Indian Bank
congratulated the members and students on the eve of Independence Day. The Independence
Day Celebrations concluded with the formal vote of thanks CS Dr. B Ravi, Member, ICSI – SIRC.
10] Half Day Special Programme on 'Leverage your Energy to Transform Yourselves'
On 15th August 2014, the ICSI – SIRC organized a Half – Day Special Programme on ‘Leverage
Your Energy to Transform Yourselves’ at ICSI – SIRC house. The programme was inauguration by
Shri B Raj Kumar, Executive Director, Indian Bank, Chennai. Prof. Dr. Ushy Mohandas,
Motivational Speaker, Bangalore was the speaker for the programme. Dr. M Manuneethi
Cholan, Registrar of Companies, Tamilnadu, Andaman & Nicobar Islands was also present for
the inaugural session. Earlier CS Dr. Baiju Ramachandran, Chairman, ICSI – SIRC welcomed the
dignitaries and introduced them to the members and students.
Shri Raj Kumar, in his inaugural address, complemented the ICSI – SIRC for organizing these
type of programmes as it will ignite the fuel in them to perform more and maintain a good work
life balance. He observed that motivation is the commitment which is lagging among most of
the people. Shri Raj Kumar also advised the participants to make best use of the programme
and be interactive.
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The speaker for the programme, Dr. Ushy Mohandas kept the session lively for the entire three
hours. Dr. Ushy’s explained that most of us use only the left part of brain. She emphasized to
use the right part of the brain, so as to bring out our hidden qualities. Dr. Ushy demonstrated
few work – outs through which the right part of brain can be activated. Dr. Ushy kept the
session alive by showing videos of various kinds. She proclaimed that ‘Life is a wonderful gift
from god, love to live it’ and advised the delegates to allot some time to relax themselves from
their work.
The programme received an excellent feedback from the delegates. The programme concluded
with the formal vote of thanks by CS Dr. Baiju Ramachandran, Chairman, ICSI – SIRC.
10] Inauguration of Murugappa Group Study Circle of SIRC
The inauguration of the first Corporate Study Circle in India, Murugappa Group Study Circle of
SIRC held on 26th August 2014 at “Dare House”, No.2, N.S.C. Bose Road, Parrys, Chennai.
CS.R.Sridharan, President, The ICSI was the Chief Guest of the Inaugural Programme.
The programme commenced with the welcome address by Mrs. Rekha S, Company Secretary,
Carborundum Universal Ltd., followed by address by CS. C.Ramasubramoniam, Secretary, SIRC.
Then Chiraman, SIRC CS.Dr.Baiju Ramachandran gave a special address. In his address, he
observed that the year 2014 is a historical year for the Instititute, SIRC and Murugappa Study
Circle. In the inaugural address, CS.R.Sridharan, President, The ICSI informed that the Institute
has come out with several initiatives which inter-alia include issuance of “e-CS Nitor” for the
benefit of members to access technical papers, circulated, especially in major programmes and
in organizing several professional programs. He added that the Study Circle should deliberate
on various legislations including the impact on the Companies Act, 2013. Vote of thanks for the
inaugural session was proposed by Mrs. J. Meenakshi, Deputy Convener.
After the inaugural, Mr. Varadan, Chief Operating Officer, Aparajitha Corporate Services
Limited, Chennai took a session on ‘Latest amendments in Labour Law’ and Mr. Muthukrishnan,
Manager -Secretarial,EID Parry (India) Ltd took a session on ‘Amendments to Clause 49 of the
listing agreement”. The programme is well attended by 38 number of participants.
11] Career Awareness Programmes
No.
Name of the School /
College / Institution /
University
1. Department of CS [Day
College]
Government Arts College
for Men [Autonomous],
Nandanam, Chennai
2. Department of CS [Shift II]
Gurunanak College
Velachery, Chennai
List of the institute officials /
members, conducted the
Career Awareness
Programme
Dr.V.Balaji
AEO, ICSI – SIRO
CS A Mohan Kumar,
AGM, Legal & Company
Secretary, Allsec Technologies
Limited, Chennai & Dr.V.Balaji
AEO, ICSI – SIRO
Date
05th August 2014
05th August 2014
ICSI - SIRC eNewsletter August 2014 Issue
16
3.
4.
5.
6.
7.
8.
Department of Commerce
Bharathiyar Arts & Science
College for Women,
Deviyakurichi, Attur
Department of Commerce
Gem Gates Arts & Science
College for Women, Attur
Dr.V.Balaji
AEO, ICSI – SIRO
13th August 2014
Dr.V.Balaji
AEO, ICSI – SIRO
13th August 2014
Department of Commerce
A.A. Government Arts
College, Attur
Department of Business
Administration
Arignar Anna Government
Arts College, Attur
Department of Commerce
A E T College of Arts &
Science for Women
Narasingapuram, Attur
Department of Economics
Government Arts College
[Autonomous]
Kumbakonam
Dr.V.Balaji
AEO, ICSI – SIRO
14th August 2014
Dr.V.Balaji
AEO, ICSI – SIRO
14th August 2014
Dr.V.Balaji
AEO, ICSI – SIRO
14th August 2014
Dr.V.Balaji
AEO, ICSI – SIRO
20th August 2014
12] Investor Awareness Programmes:
The ICSI – SIRC organized 6 Investor
the month of August 2014:
S.No.
Name of the College /
Institution / University
1. Government Arts College
[Men], Autonomous,
Nandanam, Chennai.
2. ICSI – SIRC & Tamilnadu
Investors Association,
Chennai
3. Government Arts College
[Men], Autonomous,
Kumbakonam.
4. Annai College of Arts &
Science, Kumbakonam
5.
6.
Bharathidasan University
Constituent College,
Perambalur
Bharathidasan University
Constituent College,
Perambalur
Awareness Programmes in the following colleges during
Name of the Resource
Person
Shri S Srikanth, Secretary,
Tamilnadu Investors’
Association, Chennai
Shri S Srikanth, Secretary,
Tamilnadu Investors’
Association, Chennai
Shri A R Vasudevan,
Regional Manager,
CDSL, Chennai
Shri A R Vasudevan,
Regional Manager,
CDSL, Chennai
Dr. T K Sridhar,
Practising Cost Accountant,
Trichy
Dr. T K Sridhar,
Practising Cost Accountant,
Trichy
Date
5th August 2014
8th August 2014
20th August 2014
20th August 2014
27th August 2014
27th August 2014
ICSI - SIRC eNewsletter August 2014 Issue
Chapters’ Activity Report
BANGALORE CHAPTER
1] Master Class-3 on CA2013
The Bangalore Chapter of the ICSI organized the 3rd Master Class on “Companies Act, 2014 and
Rules & Forms” on 5th July 2014 at Goldfinch Hotel.
CS S.C. Sharada, Chairman, Bangalore Chapter welcomed the participants and introduced the
speaker for the 1st Technical Session CA Amithraj A.N, PWC, Mergers & Acquisitions – Tax,
Bangalore on the topic “Raising of Capital & Related Issues”.
First Technical Session : CA Amithraj A.N speaker for the 1st Technical Session on “Raising of
Capital & Related Issues”, during his presentation explained different types of shares issues,
starting from “Rights Issue to Public Issue” covering allotment of equity and preferential shares
applicable to public and private companies. He explained “Preferential Issue” covering allotment
of Equity Shares, Convertible Preference Shares and Convertible Debentures. He also explained the
participants on modes of allotment of shares to new shareholders and covered Bonus Shares. He
took his session forward by explaining the participants on “Sweat Equity Shares” which covers
“Permanent Employees working from past 1 year, Director, including WTD, Employee or director of
subsidiary or holding company, in India or outside India. He further explained that the Cap on
Sweat Equity Shares is 5% of Equity Capital per year or INR 5 core (per year) and 25% of Equity
Capital in aggregate at any point in time. He then went through a detailed presentation on ESOPs,
Issue of Debentures, Deposits, and Loans to related parties where in he highlighted the key points
applicable to private company as well, absolute prohibition on non-qualifying loans, Loan to
subsidiary company restricted – Guarantee permitted and Central Government approval. He
further explained on Dividends, Buy back of Securities, Capital reduction, Utilization of securities
premium, Registered Valuer before concluding the session
Second Technical Session : Topic for the second Technical Session was “Share Holder Rights” by
Mr. Arjun K. Perikal, Partner, J.Sagar Associates- Advocates & Solicitors, Bangalore. He started his
presentation with Forward Contracts by explaining Section 194 that precedes Section 195 of the
Companies Act which deals with insider trading. He then explained the participants on “Rights to
Share Holders” on voting rights, Quorum, Right to elect directors, Interim Dividends, Transfer of
Reserves, Oppression and Mismanagement – Section 245 - where he explained the said clause
empowers the shareholders or depositors or any class of them to file an application before NCLT if
they are of the opinion that that the management or conduct of the affairs of the company are
being conducted in a manner prejudicial to the interests of the company or its members or
depositors and he mentioned that the clause also provides the number of such members or
depositors required to file such suit.
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Chapters’ Activity Report
He also explained on enforcement of shareholders agreements, transferability of shares, Issue of
Shares to investors, Buy back of shares, Resignation of Directors, Private Placement, Nominee
Director before concluding the 2ns technical session.
Third Technical Session : Mr. S. Vijay Gopal, Vice President & Mr. S. Giridhar, Systems Manager,
Integrated Enterprises (India) Ltd, Bangalore deliberated on the Third technical Session on
“Dematerialization of Shares of Unlisted Companies and Allied Activities”.
In the presentation the speakers started by sharing “Common Issues with Entrepreneurs / Startups / Small and Mid-size Corporates” highlighting that the most common issues pertain to
Knowledge on the Various Statutes ,Technocrats not aware of any implications, Non availability of
adequate skills and resources ,High cost of maintaining a complete Accounting & Secretarial team,
Coordination with multiple service providers. They explained that the basic requirement a small
corporate entity needs is to Maintaining Register of Members (shareholders) (where in they
explained that non maintenance of registers would attract a penalty of Rs 50,000/- where every
officer is liable to be punished), Promoters and other shareholders, Filing of Annual Returns &
Accounts, Filing of eTDS return.
They also explained on registry services in private and public companies before explaining the
simplified process of filing ISIN activation forms. They also explained the participants on the fee
structures for depositors and other charges applicable for activation of ISIN forms.
Fourth Technical Session : CS C.P. Sounderarajan, Chief Secretarial officer, GMR Group, Bangalore
took the session on “General Meetings, SSs, VC Board meetings”. He started his session by
presenting “Authority to Convene Meeting” wherein he explained that the board has the authority
to call for meeting on its own, The Board shall call an extra ordinary general meeting on receipt of
requisition from not less than one-tenth of the members carrying voting rights, he also explained
that AGM and EGM can be called by the Tribunal. He then explained the participants on the
frequency of meetings. He then explained that AGM shall be called during business hours, i.e.,
between 9 a.m. to 6 p.m. on any day, but not a National Holiday. He informed that an
extraordinary general meeting can be conducted on business of urgent nature before transacting
the next Annual General Meeting. He then explained on the quorum, chairman for the meeting,
voting and proxies before concluding his session. He shared the checklists for VC meetings, his
own experience and insights into conducting VC meetings, what precautions to take particularly by
a Company Secretary.
Fifth Technical Session : Dr. K.S. Ravichandran, Managing Partner, KSR & Co, Company Secretaries
LLP, Coimbatore, was the speaker for this technical session on “Related Party transactions”. In his
presentation the speaker informed that no company shall enter into any contract or agreement
with related party wrt Sale, purchase, selling, leasing, appointment of agent, underwriting provided
that no contact or agreement, in case of a company having Paid –up share capital of not less than
such amount or transactions not exceeding such sums as prescribed, shall be entered except with
the prior approval of the company by special resolution. He further explained that every contract
entered in subsection (1) shall be referred in boards report to shareholders.
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Chapters’ Activity Report
2] Debate on Union Budget 2014
The Bangalore Chapter of the ICSI in association with Accolet Advisors Pvt. Ltd., Bangalore
organized a Debate on Union budget 2014 on 11th July 2014 at Hotel Royal Orchid, Bangalore.
CS S.C. Sharada, Chairman, Bangalore Chapter of the ICSI welcomed all and invited all the
dignitaries to the dias. Thereafter, she invited CS Gopalakrishna Hedge, Central Council Member,
ICSI for delivering the key note address. CS Gopalakrishna Hedge in his key note address told the
participants that the budget plays a very important role in the life of common man, honest tax
payers feel it important as they look for substantial relief. Terming it a directional budget he said
that there are many new initiatives announced by the government. He compared the growth rates
of the previous years and said that the target is to achieve 5.4 to 5.9 the average 5.6 percent
during the current financial year, which is an ambitious target by the government. He referred to
the proposal for development of 100 smart cities in the country, initiatives in the departments of
healthcare, sanitation, education, infrastructure etc.
Dr. Subramanya, IAS (retd) Former Finance Secretary, Govt of Karnataka, welcomed the
participants, and deliberated on government’s performance, by its members and said that many
foreign investors are looking to invest in the country. He said that the constraints before the
government are the fiscal deficit, inflation, increase in oil prices, growing international terrorism,
adverse geo critical economy.
Mr. P.V.Srinivasan, Sr.Vice President, Corporate Tax, Wipro Limited took the session on “Proposals
on Corporate Tax”. He informed that the expenditure incurred by an assessee on CSR activities
referred to in the Companies Act 2013 shall be deemed to not have been incurred for the purpose
of business and hence will not be allowed deduction under section 37 of the IT Act. He said that
however CSR expenditure of the nature described in the sections 30-36 of the act shall be allowed
as a deduction under those sections subject to fulfillment of conditions specified.
Mr. Chiradeep Acharya, Practice In-charge, Direct tax, Accolet Advisors Pvt Ltd took the session on
“Proposals on personal income tax”. He said that there is an increase in the basic income tax
exemption limit by Rs 50,000 for general category of individuals below 60 years and senior citizens
below 80 years. He said that any money received as advances in the course of negotiations for
transfer of capital asset is chargeable to tax as “income from other sources’. He also explained the
audience on various other proposals of personal income tax before concluding his session.
Mr. Deepak Kumar Jain B, Founder Director, Accolet Advisors Pvt Ltd, took the session on
“Proposals on Indirect Tax”. He said that there is no change in ordinary excise duty rates. He said
that retrospective exemption has been provided on the supply of LPG, non domestic exempted
category customers such as hospitals, government etc to bring them on par with domestic
customers.
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Chapters’ Activity Report
Mr. Raghavendra T, Head Finance and accounts and taxation Novell Software Development Pvt Ltd,
spoke on “Impact in Service Industry” and Mr. Swapnesh Maru, General Manager – Accounting
Division Toyota Kirloskar, Motor Limited spoke on “ Impact on Manufacturing Industry”.
The Panel Discussion was moderated by Mr. P.V.Srinivasan, and addressed by Mr. Deepak Kumar
Jain, Mr. Raghavendra T, Mr. Swapnesh Maru, Chiradeep Acharya and Dr. S.Subramanya IAS (retd).
The Debate on Union Budget 2014 ended with vote of thanks by Ms. Pavana Rao, Partner, Accolet
Advisors Pvt. Ltd.
3] Master Class-4 on CA2013
On 12th July 2014, Bangalore Chapter of the ICSI organized a 4th Master Class on “Companies Act,
2014 and Rules & Forms” CS S.C. Sharada, Chairman, Bangalore Chapter welcomed all present and
introduced the speaker for the 1st Technical Session Mr. Ravi Raman, COO, InfraHedge Ltd,
Bangalore.
First Technical Session : Mr. Ravi Raman, Speaker for the 1st Technical Session on “Corporate
Governance – Board Diversity and Vigil Mechanism”, during his presentation explained the role of
Directors informing that the directors should act in the interest of members and as per the AOA
and MOA. He also explained the Directors and Officers liability stating that they are responsible to
take action against mis-conduct, financial compensations, establishing integrity. He explained the
participants on the compliance program showing the compliance frame work - Communication,
Self Assessment, Internal Audit and External Assessment, Reporting. .
He further explained the participants that women on corporate boards will increase profitability
and sustainability. He also emphasized on professional ethics, morality by highlighting the Stake
Holder Interest, Professionalism, Independence, Compliance, Conduct before concluding his
session.
Second Technical Session : Topic for the second Technical Session was “Accounts and Audit” by CA
Mahendra Jain, Partner, SR Batliboi & Associates LLP, Bangalore.
He started his presentation with over view of key developments passed by the Lok Sabha on 18
December 2012, Passed by the Rajya Sabha on 8 August 2013, MCA released draft Rules etc. He
stated that majority of the rules in companies act 2013 are applicable from 1st of April 2014.
He informed that Companies need to follow uniform financial year, i.e., 1 April to 31 March – Sec
2(41), Limited exemption, Holding/ subsidiary of company incorporated outside India. He also
informed the key impacts of re-opening and revision of accounts, along with depreciation, board’s
report, Internal Audit (Section 138). He explained the participants on the appointment of Internal
Auditors (Sec 139), stating that the Auditor’s should be appointed for a term of 5 years and
ratification is required at every AGM. He also explained that rotation of auditors is required after
the stipulated period. He further explained the participants on the eligibilities and qualification of
auditors, removal and disqualification of auditors, penalty on auditors before concluding his
session. His presentation on Depreciation was very informative.
ICSI - SIRC eNewsletter August 2014 Issue
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Chapters’ Activity Report
Third Technical Session : CS A. Sekar, Practicing Company Secretary from Mumbai deliberated on
the Third Technical Session on “Secretarial Audit”.
In the presentation the speaker started by sharing “Annual return” the forms for filing annual
return. He then explained about Secretarial Audit and its purpose and process stating that
appointment of secretarial auditor should be in a Board Meeting and a communication should be
sent to previous incumbent. He focused on Finalisation of Audit Plan, Checklist & Briefing the Staff
etc before submission of Secretarial Audit Report. He then explained the provisions in Companies
Act 2013 along with the powers and duties of auditors and restrictions. He further took the
participants on the Director’s Report (section 134 with Rule 8 and 9 of Companies (Accounts)
Rules, 2014 before concluding his session.
Fourth Technical Session : CS A. Sehar Ponraj, Dy Registrar of Companies, Karnataka deliberated on
the topic “ Punishment & adjudication of penalties under CA 2013”
He started his session by presenting adjudication of penalties under section 454, stating the central
Government may appoint adjudicating officers not below the rank of ROC by notification specifying
their jurisdiction. He stated that Penalty can be imposed by the adjudicating officer or the Regional
Director and should be paid within 90 days from the date of receipt of order failing which the
company shall be punishable with fine not less than Rs.25000 which may extend to Rs.5 lakhs. The
officer shall be penalized with imprisonment upto 6 months or with fine not less than Rs.25000
which may extend to Rs.5 lakhs or with both.
He then informed the participants the different sections and the penalties imposed thereunder.
Taking his session further the speaker explained Rule3: Adjudication of penalties wherein he
covered appointment, issue of notices, hearing, order with date. He also explained the powers of
adjudicating officer, quantum of penalty, appeal against the order of adjudicating officer. He also
explained Rule no 5, registration of appeal in RD offices, disposal of appeal and order before
concluding his session.
4] Investor Awareness Programme
Bangalore Chapter of the ICSI organised an Investor Awareness Programme under Investor
Education and Protection Fund, Ministry of Corporate Affairs on 19 th July 2014 at Mukambika R S
Shetty Auditorium, Dr. D G Shetty Educational Society, Jnana Degula, Dharwad at 3.00 PM. 60
persons attended the Programme.
Dr. D G Shetty, President of Dr. D G Shetty Educational Society welcomed the participants and the
speakers for the Investor Awareness Programme. He thanked the Bangalore Chapter of ICSI for
having chosen Dharwad for the programme and specifically his college. He opined that this
program will go a long way to educate young minds on the necessity of savings and good
investment. He requested Mr. S Kannan,Past Chairman & Member of Managing Committee of the
Bangalore Chapter to conduct the meeting.
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Chapters’ Activity Report
Mr. S Kannan, representing the Bangalore Chapter of the ICSI welcomed the gathering and briefly
explained about the Investor Awareness Programme, the purpose of organizing such programs
which is largely in the interest of small investors and to educate them about the various
investment options available and the precautions to be taken while investing in stock market.
Mr. Kannan introduced the speakers Mr. Sehar A Ponraj, Deputy Registrar of Companies, Karnataka
and Mr. K G Krupal, Author, Broker, Columnist for the programme and welcomed Mr. Krupal to
address the audience.
Mr. Krupal, while talking on the topic "Investment Risks and Rewards" explained the audience
about the stock market, various types of investment options available, how to choose a good
investment, the basic features of a good investor. He also explained when one should invest in the
stock market and when exit from it. His talk was filled with updated statistics on the stock market
and full of information to the audience. His speech was well received by the audience which was
also evident from the various questions and doubts raised by the audience.
Mr. Sehar A Ponraj spoke on the various steps taken by the Ministry of Corporate Affairs and the
Office of the Registrar of Companies, Karnataka to help, assist the small and retail investors in
making their investment safe. He advised the people to visit the websites of Ministry of Corporate
Affairs, Investors Education and Protection Fund for information about the companies, promoters
and others involved in the stock market activities. He said that if there is any complaint against any
company, the investor can visit the MCA website and upload his complaint without any fees or
charges which will be taken up by the respective Registrar of Companies for proper and
appropriate disposal.
Thereafter, both the speakers answered several questions asked by the 60 persons present at the
Programme. The programme concluded with a vote of thanks by Dr. S.M. Salimath.
5] “Indoor Games” and “Outdoor Games”
The Bangalore Chapter of the ICSI, to commemorate its Annual Day celebrations organized various
programmes for the Members and the Students.
In this regard, on Sunday, the 27th July, 2014, the Chapter organized the various competitions
namely Chess & Carom at Chapter Premises from 9.00 AM to 12.30 PM and Table Tennis & Shuttle
were conducted from 1.00 PM to 5.00 PM at Karnataka Badminton Association. Around 30
members and students participated in the competitions.
On Tuesday, the 29th July, 2014, the Chapter organized the Cricket match at Railways Grounds,
Bangalore from 9.00 AM to 5.00 PM for students and members. Around 75 members and students
were present for the match.
ICSI - SIRC eNewsletter August 2014 Issue
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Chapters’ Activity Report
CALICUT CHAPTER
1] Career Counseling Programme
Career Counseling for CS programmes was conducted on 30th July 2014 for B.Com students of
Deyapuram Arts & Science College for Women, Calicut District by Rtd. Prof. Shri. U Sreekumaran
who is Calicut Chapter’s Oral coaching faulty who has given a brief section on CS & its employment
opportunities to the students(40nos.). Calicut Chapter has received many enquiries from the
students who have attended the section.
2] Oral Coaching
Oral Coaching for Foundation Programme was started on 04th August 2014 at Calicut Chapter
premises at 10am to 12pm from Monday to Friday for nearly 10 students. Executive programme
was stated on 07th July 2014. Total nearly 25 Students are attending the Oral coaching
programmes.
3] Career Counseling
Career Counseling for CS programmes was given for M.Com students of SNES, Calicut District on 7th
August 2014 by Rtd. Prof. Shri. U Sreekumaran who is Calicut Chapter’s Oral coaching faulty who
has given a brief section on CS & its employment opportunities to the students(20nos.). Calicut
Chapter has received many enquiries from the students who have attended the section.
4] Essay Writing Competition
Calicut Chapter Students Forum had conducted a meeting on 9th August 2014 at Calicut Chapter
on “Students Essay Writing Competition – 2014”. Nearly 15 numbers of students have attended
the meeting. Forum Secretary has reported nearly 15 numbers of students have sent the Essays to
WIRC within the cut-off date.
5] Group discussion
On Sunday (10/08/2014) from 8:00 am to 1:00 pm, the CS students had a group discussion on the
“Customs Law” based on the “Tax Law” Paper of the professional program. Nearly 15 students had
participated in this discussion. This forum had given a chance for each student to take away few
important & useful points, which will be useful for them for their coming December 2014
examination.
6] Independence Day Celebration
Independence Day was celebrated on 15th August 2014 at Calicut Chapter Premises by Flag hoisting
by Calicut Chapter, Chairman followed by National Anthem sung collectively by Members &
Students. The sweet “Semiya Payasam” was served to each member & students who were present
on this occasion. Nearly 50 numbers of people including CS members & Students have participated
for the Independence Day Celebration. Post the ceremony, Calicut Chapter student forum reconstituted their bearers.
ICSI - SIRC eNewsletter August 2014 Issue
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Chapters’ Activity Report
7] Investor Awareness Programme
Investor Awareness Programme on the topic “Indian Financial Market & Investment Opportunities”
was conducted on 16th August 2014 at Calicut Chapter premises at 9.30am to 12.30pm. Shri. K. G.
Joseph Jackson, ROC, Kerala & Lakshadweep was the Chief Guest & Shri. Pradeep Menon, Sr.
Manager. DB& FS Ltd., Kochi was the speaker . Shri. Ashique A M, Chairman, Calicut Chapter of
SIRC of ICSI welcomed both Chief Guest & the Speaker in his welcome speech. Shri. K. G. Joseph
Jackson inaugurated the seminar by giving a brief speech on the new “Company Act 2013” &
“Investor Awareness Programme”.
Immediately following the same Shri. Pradeep Menon has taken more than 2 hours section on the
topic “Indian Financial Market & Investment Opportunities”. In his speech he has given an
overview of Indian Stock Market & current market scenario. The main topic covered are 1.
Understanding the Market Fundamentals 2.Trading & its concepts 3.Major Factor Influencing the
Market 4.Investment & its importance 5.Various Asset Classes & Asset Allocation 6.Equity as an
Asset Class 7.Model Portfolio & diversification 8.Derivatives as a hedging mechanism 9Index
Performance & Highlights of Companies 10.How to be a smart investor? 11. Systematic Investment
Schemes for long term 12.Value of Research & Advisory Services 13.Liquid Fund as an alternative
to Savings Bank Account. Above 50 people including CS members, CS students & other members
have participated in this programme.
COIMBATORE CHAPTER
1] Chapter Level Company Law Quiz Competition
On 25.07.2014, ICSI-Coimbatore Chapter organized Chapter Level Company Law Quiz Competition
at 03.00 pm at ICSI-Coimbatore Chapter premises. CS G Vasudevan, Past Chairman, ICSICoimbatore Chapter &Practising Company Secretary, Coimbatore was the judge for the
programme. The announcement of the programme was disseminated in and Coimbatore and
nearby districts via bulk email and SMS. The competition was actively participated by five teams
consisting of two students. The teams consist of Ms.S.Abinaya Sundari, bearing Reg. No.
340059244/02/2014,Ms.R.MothiPournikha, bearing Reg. No. 340055701/02/2014 declared as
winner team of the competition.
2] Career Awareness Programme
On 23.07.2014, Coimbatore Chapter conducted a Career Awareness Programme at 10.30 AM at
Kaamadenu College of Arts and Science College, Sathyamangalam, Erode, Tamilnadu. CS R
Dhanasekaran, Chairman, ICSI-Coimbatore Chapter was the chief guest and speaker. CS R
Dhanasekaran, explained the CS course in detail and also elaborated the mode ofregistration,
syllabus, structure of the course andthe opportunities available after completion of the Company
Secretaryship Course both in employment and in practice. He highlighted the OMR mode of
examination pattern and further informed the importance of CS course in the new economic
scenario. The speaker also explained Career prospects of the profession, placement services,
coursecontents, fee structure and oral coaching facilities being provided to the students. Nearly
400 students from Dept of Commerce attended the Career Awareness Programme. The queries
raised by students were aptly replied by the speaker.
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Chapters’ Activity Report
3] Independence Day Celebration
Coimbatore Chapter celebrated 68th Independence Day on 15.08.2014 at its premises.
4] Professional Development Programme – “Lecture on RTI Act”
20.08.2014, Coimbatore Chapter of SIRC of ICSI organized a Professional Development Programme,
“Lecture on RTI Act” at 06.00 P.M.at its premises. Shri. M Ravi Sundar, Advisor- Media and Process,
5th Pillar, Coimbatore Chapter explained the need for use of Right to Information Act. He also
explained the procedures for seeking information under the Act, such as forms to be used, the
authority to whom the application to be submitted, time limit for getting the information, appeal
procedures etc. The Programme concluded with a vote of thanks delivered by CS R Dhanasekaran,
Chairman, ICSI-Coimbatore Chapter.
The session was very informative and appreciated by the gathering at large. The queries raised by
the participants were well addressed by the Speaker. The programme was well attended by 32
participants.
5] Career Awareness Programme
On 21.08..2014, Coimbatore Chapter conducted a Career Awareness Programme at 10.30 AM at
Government Arts College, Race Course Road, Gopalapuram, Coimbatore. Mr. Sreejith.P, Executive
Officer, ICSI-Coimbatore Chapter was the speaker. He elaborated about the CS profession and its
wide opportunities in various sectors. He highlighted the compulsory appointment of company
secretary and Key managerial personnel as per new companies act 2013. Further he explained the
CS course in detail and also elaborated the mode ofregistration, syllabus, structure of the course
and the opportunities available after completion of the Company Secretaryship Course both in
employment and in practice. He also highlighted the OMR mode of examination pattern and
further informed the importance of CS course in the new economic scenario. The speaker also
explained Career prospects of the profession, placement services, course contents, fee structure
and oral coaching facilities being provided to the students. Nearly 80 students from M.com [Dept
of Commerce] attended the Career Awareness Programme. The queries raised by students were
aptly replied by the speaker.
6] Career Awareness Programme
On 21.08.2014, Coimbatore Chapter conducted a Career Awareness Programme at 02.00 pm at
Bishop Ambrose College, Sungam Bye- Pass, Ramanathapuram, Coimbatore. Mr. Sreejith.P,
Executive Officer, ICSI-Coimbatore chapter was the speaker. The speaker explained the course in
detail and also highlighted the importance of CS course in the new economic scenario. The
students were appraised about the mode of registration, syllabus and structure of the course and
also the avenues available after completion of the Company Secretaryship Course both in
employment and in practice. The speaker also explained Career prospects of the profession,
placement services, course contents, fee structure and oral coaching facilities being provided to
the students.
He then highlighted the opportunities available to those who complete the Company Secretaryship
Course. Further he enumerated the emerging areas of practice and the changing role of Company
ICSI - SIRC eNewsletter August 2014 Issue
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Chapters’ Activity Report
Secretary. Nearly 200 students from Dept of Commerce and Dept of Corporate Secretaryship
attended the Career Awareness Programme. The programme was concluded with a question and
answer session.
HYDERABAD CHAPTER
1] Valedictory Function of the 33rd Student Induction Programme
On 1st July, 2014 Chapter has organized the Valedictory Function of the 33 rd Student Induction
Programme at the Chapter Premises. CS Vasudeva Rao Devaki, Chairman of the Chapter spoke on
the importance of training in the life of a professional and advised them to attend the programmes
organized by the Institute. He emphasized that training was the first step into the corporate
world. It imparts the basic qualities required to be a perfect professional. Training makes a
professional a true professional.
Chief Guest, Prof. Y.F. Jaya Kumar, Dean Faculty of Law, was the Chief Guest for the valedictory
session. He congratulated the participants for choosing the Company Secretaryship Course. He
emphasized the importance of making success a habit. He further enlightened the participants with
his views on continuous and timely preparation for professional examinations and the importance
of being focused on one’s own aims and to pursue to achieve it. Certificates for the successful
completion of the programme were also handed over on the occasion by the Chief Guest. A few
students also shared their experiences about the session. CS Kavitha Rani Sakhamuri, Secretary of
the Chapter proposed a vote of thanks.
2] Master Classes on Companies Act, 2013
On 4th July, 2014 Chapter has organised Half-a-day seminar on Master Classes on Companies Act,
2013. CS Vasudeva Rao Devaki, Chairman of the Chapter welcomed the gathering and briefed
about the importance of the Declaration and payment of Dividend and Corporate Social
Responsibility and he introduced the speakers to the audience. CA B.V.S. Prakash, CEO of Nhance
India Solution was the speaker. He highlighted corporate social obligations and furtherance of
inclusive growth. Awareness is being created among the members about openness, Corporate
Governance, Corporate Social Responsibility and the Ministry’s initiatives for redressal of
grievances, inclusive Growth in the Corporate Sector and One Person Company. He suggested that
the role of corporates in CSR contribution is a win win situation in creating their brand image. It is
the Corporates’ social responsibility to ensure that these fruits are properly distributed and also
the kind of environment we have inherited shall be safely passed on to our next generations.
He deliberated on the need for Corporate Social Responsibility [CSR] and role of ICSI in CSR,
activities undertaken and also said that all the members of our society should involve in charity
which is nothing but giving back to Profession. He also spoke on Corporate Citizenship, its
implications etc. and Corporate Social responsibility being essentially a concept whereby
companies decide voluntarily to contribute to a better society.
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CS Rajesh Jain, Company Secretary, HIL Ltd. was the next speaker. He spoke about the provisions
of the Companies Act, 2013 with regard to Declaration and Payment of Dividend specifically
highlighting the changes brought in by the new Companies Act, 2013. He explained to the
members Section 123 i.e. Declaration of Dividend and also about the inadequacy of absence of
profits. He further explained about the free reserves, depreciation, Interim Dividend, Deposit of
Dividend and Payment of Dividend. He further explained about the defaults in deposits. He also
spoke on Section 124 i.e. Unpaid Dividend Account and Section 125 i.e. Investor Education and
Protection Fund. The speaker also explained Section 126 i.e. Right to Dividend, rights shares and
bonus shares to be held in abeyance pending registration of transfer of shares. The speaker further
explained about the punishment for failure to distribute dividends and concluded by mentioning
about the sections where rules are yet to be prescribed. It was quite an interactive session with
active participation from various participants. Chairman, CS Vasudeva Rao Devaki proposed vote of
thanks.
3] Master Classes on Companies Act, 2013
On 5th July, 2014 Chapter has organized Half-a-day seminar on Master Classes on Companies Act,
2013. CS Vasudeva Rao Devaki, Chairman of the Chapter welcomed the gathering and briefed
about the importance of the Inspection, Investigation and Inquiry and also about Adjudication of
Penalties. He also introduced the speaker CS Rishikesh Gagan Vyas, Corporate Law Consultancy,
Mumbai to the participants. CS Rishikesh Vyas spoke on Chapter 29 of the Companies Act, 2013
which covered Punishment, Adjudication of Penalties, Dormant Company, Powers of Central
Government, Repeal of Certain Enactments and Savings and dissolution of CSB.
He also dealt in detail the topics punishment, fraud, quantum of penalty, wrongful gain and
wrongful loss. He further spoke on punishment for false statements, punishment for false
evidence, punishment for wrongful withholding of property and improper use of Limited or Pvt.
Ltd. Company. He further spoke in detail on Adjudication of Penalties, Dormant Companies,
exemption to Dormant Companies, condonation of delay, Power of Central Government to grant
exemption, Restriction on AOP/Partnership and Repeal of Certain Enactments and Savings. He
concluded by explaining the Power of Central Government to make rules ( Section 469) and the
Power of removing difficulties (Section 470). In the interactive session the doubts of the members
were clarified by the speaker.
The next speaker Shri Pola Raghunath Asst. Director (SER) MCA, spoke on chapter XIV of The
Companies Act, 2013 i.e., Inspection, Inquiry and Investigation. He spoke on the legal provisions,
Inspection or Investigation, Detecting non compliances, Types of non compliances, fraud and
punishment for frauds, how why and who commit frauds and Types of frauds.
He further explained the power of registration, Inquiry on Investigation of Fraud or unlawful state
of affairs, Power of Central Government to order Inspection, Penal Provisions- Disobedience of
Inquiry Orders, Conduct of Inspection and Inquiry, Penal Provisions- Disobedience of Inspections,
Report on Inspection, Search and Seizure, Investigation by SFIO, Investigations in other cases,
Investigation of Ownership of Company (Sec-216) and Imposition of restrictions upon securities
(Sec-222).
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He further spoke on Non-Disclosure of Information in certain cases, nature of Non-Compliances,
Non-Compliances verses Frauds, Punishment for Fraud, Cognizable offences, Role of Auditors and
effects of Financial Statement Fraud. He concluded by speaking on perspectives on Fraud,
Prosecution, Regulators and Lawyers. In the Interactive session the members raised certain queries
which were answered by the speaker. Ms. Kavitha Rani S., Secretary & Treasurer of chapter
proposed vote of thanks.
4] Analysis of the Union Budget 2014
On 12th July 2014, ICSI-Hyderabad Chapter in association with The Andhra Pradesh Tax Bar
Association, Hyderabad and The Institute of Cost Accountants of India organized analysis of the
Union Budget, 2014 at FAPCCI. CS Vasudeva Rao Devaki, Chairman addressed the gathering and
spoke on the Importance of the topic. In the first technical session CS CA V S Sudheer spoke on
Indirect Taxes. He further highlighted changes in Service Tax, Central Excise and Customs. He also
briefed about the amendments in Service tax, exemptions for educational institutions.
In the second technical session CA P V S S Prasad spoke on the impact on Direct Taxes. He further
explained the tax slabs for Individual, HUF, AOP, BOI and AJP. He spoke on Unlisted securities and
units of debt oriented mutual funds and the existing provisions of sub-clause (iiiab) and (iiiac) of
section 10(23C). He also mentioned about the various clauses like Corporate Social Responsibility,
Charitable Trusts, Institutions, Losses in speculation business, Rationalization of the Definition of
International Transaction, Tax on long-term capital gains on units and capital gains exemption etc.
A lively interaction between the speakers and the audience took place. Some of the members
raised doubts which were clarified by the speakers.
5] Half-day Seminar on Trends and hot topics in Cross-border investment and Debt financing
On 22nd July 2014, ICSI-Hyderabad Chapter organized Half-day seminar on Trends and hot topics in
Cross-border investment and Debt financing at FAPCCI, Hyderabad. CS Vasudeva Rao Devaki spoke
on the importance of the topic and introduced the speakers to the audience. Mr Mark Poulton,
Head of London Corporate Practice and leader of Clifford, USA and Mr Ranbir Hunjan, Head of
Clifford Chance Finance focus, USA, Mr. Neeraj Budhwani, M&A Partner, Clifford Chance, Honk
Kong and Shripal Lakdwala, Senior Director, Deloitte. The Speakers from Clifford Chance spoke on
general regulatory framework and were touching upon the Cross Border M&A, Tax implications
and synergies. They highlighted issues and opportunities as well as challenges in implementing the
same. They also dealt with issues covering debt. They explained various avenues which are
available under external barrowings. Mr. Shripal Lakdwala outlined how to go for either equities
or debt and what are the precautions that investees must take and what investors look for. CS
Kavita Rani S. Secretary & Treasurer proposed vote of thanks.
6] ICSI-HYDERABAD CHAPTER 40th FOUNDATION DAY CELEBRATIONS
04th August 2014- A Blood Donation Camp was organised in the Chapter premises with the help of
NIMS, Hyderabad
05th August 2014- An Interactive Session on “Latest Developments - SEBI, RBI, Mutual Funds &
Company Secretary" by CS Rakesh Santhalia, Chief Finance Officer & Company Secretary, Karvy
Computershare Pvt.Ltd. at Chapter Premises
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As part of the 40th foundation day celebrations, the Hyderabad Chapter of ICSI organised an
Interactive Session on “Latest Developments - SEBI, RBI, Mutual Funds & Company Secretary”. CS
Rakesh Santhalia, Director & CEO of Karvy Computershare Pvt Ltd. was the speaker for the day. CS
Kavitha Rani S, Secretary & Treasurer of Hyderabad chapter welcomed the gathering and
introduced the speaker to the audience. CS Vasudeva Rao Devaki, Chairman Hyderabad Chapter of
ICSI extended his warm welcome to the gathering and he congratulated the efforts of Dr. P. V. S.
Jagan Mohan Rao for arranging the speaker for the session and he also thanked CS Rakesh
Santhalia, speaker of the day for attending the session in spite of his busy schedule.
CS Rakesh Santhalia the speaker for the day started his session by extending his thanks to Dr. P. V.
S. Jagan Mohan Rao and CS Vasudeva Rao Deavki for inviting him for the session. Later he spoke
about the growing importance of CSR activities from the point of Income Tax Act limitations. The
speaker also discussed about Income Tax accounting standards by Ministry of Finance. CS Rakesh
Santhalia mentioned the growing importance of E-voting. He explained to the audience all the
practical problems on E-voting process in his 18 years of work experience. The speaker also
mentioned about the difference between the provisions of New Companies Act, 2013 and the SEBI
guidelines and he also explained about the upcoming Government policy regarding common KYC
between SEBI, RBI, IRDA and PFRDA. CS Kavitha Rani S., Secretary & Treasurer of the Chapter
proposed vote of thanks.
06th August 2014- An Interactive Session with HR Professionals – “Understanding emerging role of
Company Secretary in the Corporate World” at Chapter Premises
In line with the objective to create a Branding for Profession, an Interaction session with HR
professionals “Understanding emerging role of Company Secretary in Corporate world” was
organized by Chapter office. It was well attended by many HR professionals. From the Institute side
CS A V Rao, Treasurer SIRC gave a broad prospective about Company Secretaryship vis-a-vis
Industry and the role that is played by Company secretary, either as a Practitioner or as an
employee. Mr Sujath Bin Ali gave the presentation on exposure and detailed information on
Company Secretary who can be placed at various levels of an organization beyond the size of
company and gave description about various skills of the key profession. Ms Tanuja Abburi, Senior
Director, NTT Data, Guest of Honor spoke about HR professionals and highlighted the general
experience from the Industry. Finally Chief Guest Shri Ch. Mohan Rao, Head (HR), ECIL, spoke at
length about the synergy behind Company Secretary and HR. He has also recalled his valuable
experience about the placements as well as profession of Company Secretary.
07th August 2014- Career Awareness Programmes conducted across 45 Educational Institutions at
Hyderabad – Glimpses
ICSI-Hyderabad Chapter organized 45 Career Awareness Programmes in a single day i.e. 07th
August 2014 during the 40th Foundation Day Celebrations in various colleges & schools located in
Hyderabad and surrounding areas. Chairman and many of the Managing Committee members and
other members addressed in these Career Awareness Programmes. The students were apprised
about the mode of registration in the course, syllabus structure of the course and also the avenues
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available after completion of the Company Secretaryship Course both in employment and in
practice.
08th August 2014- Professional Development Programme– “Understanding Right to Information
Act, 2005” at Chapter Premises Shri Srinivas Madhav, Judicial Officer, AP Information Commission
addressed the participants. He spoke on the various aspects of Right to Information Act, 2005 in
detailed way.
He informed that Article 19 of the Universal Declaration of Human Rights a United Nations General
Assembly Resolution 217 (III) of 1948 recognizes freedom of expression including Freedom of
Information and Free Press a fundamental human right.
He further informed that freedom of expression includes the right to seek, receive and impart
information and right to access information held by public authorities. CS Vasudeva Rao Devaki,
Chairman also addressed the participants and spoke of the importance of the topic. CS Kavitha
Rani S. Secretary & Treasurer, Hyderabad Chapter proposed a vote of thanks.
10th August 2014- Foundation Day Celebrations at Hotel Lemon Tree, Hyderabad –
ICSI – Hyderabad Chapter organized its 40th Foundation Day Celebrations at Hotel Lemon Tree,
Hyderabad. Shri Etela Rajender, Hon’ble Minister for Finance, Government of Telangana was the
Chief Guest on the occasion. Shri Pradeep Chandra, IAS, Special Chief Secretary to Government of
Telangana was the Guest of Honor on the occasion. The programme was inaugurated by the Chief
Guest. CS Vasudeva Rao Devaki, Chairman of Hyderabad Chapter while delivering his welcome
address informed the minister about the establishment of the Chapter, its members and students.
He also spoke of the valuable contributions and untiring efforts made by his predecessors in
bringing the chapter to this stature. He briefed about the various programmes organized during
the Foundation Day Week. He further informed the audience that for the proposed Center for
Excellence at Uppal, the construction will commence during this month. Also ICSI Hyderabad
Chapter will have its new building at Anandnagar Colony in the city. The construction of the same
will also commence very soon he said. The Hyderabad Chapter is the most vibrant Chapters among
Chapters of ICSI situated all across India he said.
Further, he added that the Chapter has been the best Chapter for the past 12 years. Two of its
members went on to become President of this prestigious organization ICSI, which is a matter of
great pride he informed.
Central Council Member of the ICSI Shri C. Sudhir Babu and Shri A.V. Rao, Treasurer of the
Hyderabad Chapter who spoke urged the Minister to seek services of Company Secretaries for the
State owned Corporations. The New Companies Act 2013 which was enacted this year also
suggests this. Karnataka State Government seeks services of the Company Secretaries. Most of
these bodies are making profit there, they informed.
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Guest of Honor, Shri Pradeep Chandra, Special Chief Secretary to Government also graced the
occasion. He said, more women must get into corporate and trade bodies. He mentioned that
lesser women are seen there. He further mention that the women will be given more role in the
New Industrial Policy of Telangana State the draft for which was currently being made.
Shri Etela Rajender, Hon’ble Minister for Finance speaking about the theme “Role of Company
Secretaries in Corporate Growth and Economic Development of the State”. said that it was apt and
extremely topical. The timing is so apt and just right with the new enactment of Companies Act
2013 and more so the formation of new state. Company Secretaries are key managerial personnel
as per the new Companies Act 2013 and an emerging leader in the corporate world, he said.
He further mentioned that Company Secretaries can play a significant role of garnering
investments being a vital link to stakeholders i.e promoters, venture capital firms, private equity
firms, Angel Investors, Government Agencies and can add value to the development and growth of
industry and economy of the state and country. The Minister said that company secretaries as
corporate professionals are having continued interface with various Regulators and stakeholders
who expect performance from the corporate sector. Company Secretaries are governance
professionals, he said. He also said that Company Secretaries are the guardians of the interests of
various stakeholders. Speaking further he said business without ethics is not a business. Ethics are
most important in business. Similarly we must have tension free working life, he said. That is the
best environment Telangana Government is looking forward to offer to the state, Hon’ble Minister
said. He also gave away awards to the meritorious students and mementos to past chairmen,
Secretaries of the ICSI-Hyderabad Chapter. CS Kavitha Rani S. Secretary & Treasurer proposed a
vote of thanks.
KOCHI CHAPTER
1] Union Budget 2014
The Institute of Company Secretaries of India, Kochi chapter in association with the Institute of
Cost Accountants of India, Cochin chapter conducted a professional development programme on
Union Budget, 2014 on 31st July, 2014 at CMA Bhavan, Judges Avenue, Kaloor.
CA V.
Sreeraman addressed the gathering. He revealed an unexplored angle of viewing the budget. He
explained the pedagogy of ‘budget’, that it arouse from Germany. A brief session was on BIS (Bank
of International Settlement). It was highly enlightening to know how the reforms brought about in
the year 1991 to promote Indian Capital Market only paved way to Universal Banking solutions in
the year 2000. He also spoke on Intergenerational Equity, Reinsurance Companies, CAT bonds etc.
It was informative to learn about Economic Survey Report by RB, on Union Budget, where they
clearly showed the slowed down economic growth rate.
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2] Essay Competition
An essay competition was conducted on 10th of August, 2014 at chapter premises. Topic for the
competition was Corporate Social Responsibility- Words vs. Action. Students attending oral
coaching at the chapter actively participated in the competition making it a grand success.
3] ‘Leadership in Turbulent times’
Kochi chapter has organized a Joint Professional Development Programme on the topic
“Leadership in turbulent times” on 12th August, 2014 in association with the Cochin chapter of ICAI
at Silver Jubilee Hall, CMA Bhavan, Kaloor. Shri Shyam Srinivasan MD & CEO, Federal Bank, was the
speaker for this session. While describing the qualities of a leader especially in the corporate arena
he opined the importance to 3cs, Calm, Communication and Creativity. In the interactive session
he shared his experience at Federal bank, how he was handled such situations in federal bank and
led it to a success model.
4] Independence Day Celebrations
The Kochi Chapter organized Independence Day celebrations on 15th August 2014, at Chapter
premises at 8.30 a.m. The function was well attended by members and students. Smt. Gracy
Joseph, Councillor, Kochi corporation has unfurled the flag. The celebrations started with
vanthematharam and followed by welcome address by Mr. Abhijith, Students’ Representative.
After this, pledge was taken by everyone who took part in the celebration. CS Jayan K immediate
past Chairman, gave the Independence Day message. Members and students actively participated
in the function and many of the members were invited to share their thoughts on Independence
Day. The Celebrations ended at 11 am with National Anthem.
5] Investor Awareness Programme
The Kochi Chapter of SIRC of ICSI Jointly with ICAI Cochin Chapter has organized an Investor
Awareness Programme on the topic : “STOCK MARKET – MYTH & REALITY” at Friday Day Club,
Judges Avenue, Kaloor The programme was held on Saturday the 16th of August 2014 at 11 am.
Sponsored by the Ministry of Corporate Affairs, Govt. of India under the scheme of Investor
Education and Protection Fund, the programme was inaugurated by Shri VE Josekutty, Dy.Roc,
Kerala. CS Sivakumar p, Chairman, has delivered the welcome speech. Shri. K. Manojkumar,
Manager DBFS has led the session. The students of both ICSI and ICAI were attended the
programme. Ms. Amrutha Vijoy Arora proposed the vote of thanks.
MADURAI CHAPTER
1] Career Awareness programme
On 07.08.2014 Madurai Chapter organized the career counselling programme at V.V.V College for
women, Virdunagar. The Program started with the Prayer. Prof.Banumathi, Head of the
Department of Commerce welcomed the gathering and introduced the Chief Guest. Special
Address was given by Mr. Kumararajan, (Former Chief Manager, Indian Bank). In their speech the
CS course new syllabus, pattern of examination and new training structure for the CS course and
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employment opportunities for the students. Shri.T.Raja, Chapter office in charge, explained the
Course structure and facilities available in the chapter office, on- line admission procedures.
Around 300 students participated from B.com, B.B.A courses.
2] Investor Awareness Programme
An Investor awareness programme was held on 9.8.2014 at Sivakasi Chartered Accountant
Association hall which was organised by Madurai chapter of ICSI. The Programme was sponsored
By Investor Education and protection fund , Ministry of Corporate Affairs, New Delhi The welcome
address was given by Shri.S.Kumararajan Programme committee, Chairman of Madurai chapter of
ICSI .The programme was inaugurated byShri.J.Rajkumar, Branch Manager, Canara Bank, Sivakasi.
Mr.M.Jeyapraksh a Financial advisor from Knowledge management service, Chennai, he spoke
about techniques to be adopted for by the Fresh Investors and by the seasoned investors; He also
spoke about the associated risks and opportunities in capital market, and explained about the
advantages of other capital market products for the benefit of investor community as a whole. It
was attended by around 100 persons including a mix student community, and members.
Shri.T.Raja Chapter office in charge & programme co-ordinator made well arrangements
MANGALORE CHAPTER
1] Investor Awareness Programme : “Right and obligation of Small Investors”
The government of India, Ministry of Corporate Affairs, Register of Companies, Karnataka in
Association with the Institute of Company Secretaries of India, Mangalore Chapter organized an
Investor Awareness Programme On 26th of July 2014 held at J.B. Pinto Memorial Hall, Bejai
Mangalore between 4:00pm to 7pm. Sri Sushil Kumar, Assistant Registar of Companies Karnataka,
Deputed to attend the Investor Awareness Programm by ROC office Karnataka was honoured as
the chief guest and Mr. Norbet M Shenoy Financial Consultant & Wealth manager Arunjiali
Securities Mangalore was invited as the gust speaker to present on the topic “Right and obligation
of Small Investors” along with the presence o f office bearers of the Mangalore Chapter of the ICSI,
CS Ullas Kumar Melinamogaru Chairman, CS Y V Balachandra, Vice Chairman and CS P V Rai,
Secretary.
The programme commenced at 4.pm with the chairman and secretary of the the Mangalore
chapter of the ICSI escorting the chief guest and the guest speaker to the dais which was followed
by the lighting of the lamp by the dignitaries. CS Ullas Kumar M appreciated the efforts of the
Government of India, Ministry of Corporate Affairs, Registrar of Companies, and Karnataka for
presenting with such an opportunity and proceeded by welcoming the Chief Guest, Guest Speaker
and the audience in his welcome address. Afterwards the Guest Speaker was introduced and asked
to address the audience.
After words he started his presentation by introducing the audience to the three fold basic steps
that each investor need to develop in order to survive profitably for a long term in the market and
ultimately achieve the goals set by the respective Investment mechanism prevailing in the funds to
invests to have a brief knowledge regarding the Investment mechanism prevailing in the economy
and finally be able to take a decision on whether or not a financial advisor is required or not, Next
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he discussed the various avenues. He gave a brief placement of different sectors in the obligations
associated with each avenue. He has a brief placement of different sectors in the economy and
their contribution towards GDP. The maximum being contributed by Tertiary Sector and minimum
being contributed by Agricultural sector. The presentation also showed the points to look forward
in an ideal Financial Advisor.
The presentation gave a brief description regarding the Financial Assets available of investing
namely Fixed Income securities, Gold/Commodities Real Estate Insurance Equates & Mutual Funds
Arts Antiques and Club Membership also laying down some fixed income securities like Bank
deposits, Government Bonds Debt funds and Money Market Instruments. He gave insight to the
audience regarding the various funds under Debt that can serve solutions to their respective
problems. He also compared the performance of gold over the few years making it an ideal
investment for the investors. The presentation also highlighted the advantages of investing in Real
estate and various consumer protection rights available to the consumers. A brief discussion was
also made regarding the various insurance products available to the consumers. A brief discussion
was also made regarding the various insurance products available in the market and the benefit
that can be drawn from it. He also emphasized the need to have a retirement plan and the benefit
that can be derived form annuity planning and finally the presentation was concluded with a brief
that can be derived form annuity planning and finally the presentation was concluded with a brief
discussion on the instruments available under equities and an ratio to be established in order to
achieve their objectives.
There was an active interaction with the audience who asked many queries and their queries were
satisfactorily answered by the guest speaker. CS P.V. Rai, Secretary of the Mangalore for
Mangalore Chapter of the ICSI proposed a vote of thanks.
MYSORE CHAPTER
1] Chapter Level Quiz Competition
Mysore Chapter of SIRC of ICSI has conducted first round of Quiz Competition at chapter level
among 10 CS students on 20.07.2014 & two students Mr. Ashwin Bhat & Mr. Eshwar Shetty were
adjudged as Winner & Runner-Up respectively based on the marks obtained. Both of them will be
representing for Mysore Chapter of SIRC of ICSI at Regional level at SIRC of ICSI, Chennai on 30th
July, 2014 for Regional Level completion round.
2] Career Awareness Programme Held at JSS College for Women
On 25.07.2014 Mysore Chapter of the ICSI organised a Career Counselling Programme at JSS
College for Women, Saraswathipuram, Mysore. Around 100 students from various streams
attended the programme. CS Ajay Madaiah B B, Chairman of the Mysore Chapter explained in
detail the course offered by the Institute and the criteria for eligibility for the course, examination,
requirements of training etc. Brochures containing brief details of the Company Secretaryship
Course were distributed to the participants.
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3] Career Awareness Programme Held at Vijaya Vittala Composite PU College
On 28.07.2014 Mysore Chapter of the ICSI organised a Career Counselling Programme at Vijaya
Vitthala PU College, Mysore. Around 120 students from various streams attended the programme.
CS Sabareeshan C K, Member of the Mysore Chapter explained in detail the course offered by the
Institute and the criteria for eligibility for the course, examination, requirements of training etc. He
also highlighted the importance of making the right career choice so as to be successful in life. He
then spoke about the role of a Company Secretary and importance of the profession of Company
Secretary in the changing economic scenario. Brochures containing brief details of the Company
Secretaryship Course were distributed to the participants. CS Sabareeshan C K also clarified the
various doubts and issues that were raised by the participants and thanked the management for
providing the Institute this opportunity.
4] Investor Awareness Programme
On 29.07.2014, Mysore Chapter of ICSI in association with Mysore Chamber of Commerce &
Industry organized Investor Awareness Programme in the Topic “Financial Planning – a
Perspective” at 10.30 am at S.P. Bhat Hall, Institute of Engineers, Mysore. Shri Keerthi Thej, Asst.
Registrar of Companies, Bangalore was Guest of Honour, Mr.Sudhakar Shetty, Chairman, Dist. Coordination Committee, FKCCI, Bangalore was the Chief Guest & Mr. Venkitesh Iyer, Former
Regional Manager - UTI was the resource person of the Programme. CS Ajay Madaiah B B,
Chairman, Mysore Chapter of ICSI was preside over the function. A large number of public,
students & members were participated in the event. The programme was very interactive and the
queries raised by the participants were duly addressed by the speakers.
5] Career Awareness Programme Held at Vidya Vikas PU College
On 14.08.2014 Mysore Chapter of the ICSI organised a Career Counselling Programme at Vidya
Vikas PU College, Mysore. Around 95 students from various streams attended the programme. CS
Pracheta M, Management Committee Member of the Mysore Chapter explained in detail the
course offered by the Institute and the criteria for eligibility for the course, examination,
requirements of training etc. She also highlighted the importance of making the right career choice
so as to be successful in life. She then spoke about the role of a Company Secretary and
importance of the profession of Company Secretary in the changing economic scenario. Brochures
containing brief details of the Company Secretaryship Course were distributed to the participants.
CS Pracheta M also clarified the various doubts and issues that were raised by the participants and
thanked the management for providing the Institute this opportunity.
6] Independence Day Celebration
On 15.08.2014 Mysore Chapter of ICSI celebrated 68th Independence day in Chapter Premises.
CS.Ajay Madaiah B B, Chairman, Mysore Chapter of ICSI hoisted the National Flag and delivered the
Independence Day speech to the students. CS Bhagya M G, Treasurer, Mysore Chapter of ICSI, CS
Sunil Kumar B G, Past Chairman of Mysore Chapter & students were participated in the event.
7] Study Circle Meeting
Students study circle meeting was conducted in Mysore Chapter of ICSI on 15 th August 2014 in the
topic “Comparision between Companies Act 1956 & 2013. Executive & Professional students were
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participated in the meeting discussed the key issues. Mysore Chapter Chairman CS Ajay Madaiah B
B clarified the doubts raised by the students.
8] Career Awareness Programme Held at Mallamma Marimallappa Science & Business
Management College
On 18.08.2014 Mysore Chapter of the ICSI organised a Career Counselling Programme at
Mallamma Marimallappa Science & Business Management College, Mysore. Around 75 students
from various streams attended the programme. CS Sabareeshan C K, Past Chairman of the Mysore
Chapter explained in detail the course offered by the Institute and the criteria for eligibility for the
course, examination, requirements of training etc.
He also highlighted the importance of making the right career choice so as to be successful in life.
He then spoke about the role of a Company Secretary and importance of the profession of
Company Secretary in the changing economic scenario. Institute’s video on the CS course and
opportunities was played during the session. Brochures containing brief details of the Company
Secretaryship Course were distributed to the participants. CS Sabareeshan C K also clarified the
various doubts and issues that were raised by the participants and thanked the management for
providing the Institute this opportunity.
9] Career Awareness Programme Held at Vidya Vardhaka First Grade College
On 19.08.2014 Mysore Chapter of the ICSI organised a Career Counselling Programme at Vidya
Vardhaka First Grade College, Mysore. Around 150 students from various streams attended the
programme. Mr. N. Dhanabal, Incharge, Mysore Chapter explained in detail the course offered by
the Institute and the criteria for eligibility for the course, examination, requirements of training
etc. He also highlighted the importance of making the right career choice so as to be successful in
life. Brochures containing brief details of the Company Secretaryship Course were distributed to
the participants.
PALAKKAD CHAPTER
1] Career Awareness Week
As part of the Career Awareness Week I, Career Awareness Programme on Company Secretary
Course & its opportunities were convened on 19th July 2014 for Plus –one & Plus-two Commerce
students at Bharathamatha Higher Secondary School, Chandranagar, Palakkad. The awareness
programme was lead by CS Sabari Girish H., CS Vidhya K.V. & Members of Students Forum,
Palakkad. Almost 98 students attended the programme.
The students were explained briefly about the functioning of the Institute & Chapters, levels of the
Company Secretaryship course, duration, fee details, employment opportunities and the scope of
the Company Secretary in Practice.
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2] Investor Awareness Programme
An Investor Awareness Programme on “Indian Stock Market” was organized at Hotel Sayoojyam
Residency held on 26th July 2014. The programme was sponsored by Investor Education &
Protection Fund, Ministry of Corporate Affairs, Government of India. About 47 investors
participated in the Programme. The programme started with a silent prayer followed by a welcome
speech by CS. CS Sandeep Kumar S, Member, Palakkad Chapter of ICSI. He welcomed the gathering
and introduced the theme of the Programme. Shri CS N.N. Krishnan, Chairman, Palakkad Chapter
presided over the function.
Shri. CS V.S. Subash, JAMCS Associates, Coimbatore lead the class. The speaker recalled the history
& development of the Indian Stock Market. The key role of the investors, the capital market
instruments and the type of security and returns they offer were the topics highlighted during the
speech. He also highlighted the online trading, derivatives trading, Gold EFT, Mutual Fund, Investor
grievances etc for the education of the investors gathered. The presentation was informative.
There was a good and lively interaction from the participants and Shri. CS V.S. Subash clarified their
doubts. The programme was concluded with a vote of thanks by CS Vineeth Chandran, Member,
Palakkad Chapter of ICSI
3] Quiz Programme on Company Law
On 20th August 2014, a Quiz Programme on Company Law was organized for CS Students under
Palakkad jurisdiction. 5 teams took part in the programme. Two teams got eliminated in the Rapid
Fire round. The rest of the session consisted of 5 rounds which consisted of Know your Act, True or
false ,Choose the best, Know your limit & Buzzer round. CS Sabari Girish H. was the quiz master.
The quiz programme was managed by CS R Nagandi & CS Sreejith S. Warrier. Ms. Surekha MR &
Ms. Remya Sujith were declared as the winning team. The programme was found to be very
educative & informative for the students.
SALEM CHAPTER
1] Study Circle Meeting for Members on the Companies Act, 2013
On 18.7.2014, Chapter organized a study circle meet on Appointment & Qualification of Directors
and Declaration & Payment of Dividend under the Companies Act, 2013 between 6.30 p.m. to 8.30
p.m. During this meet, the member shared their views and brief discussion was held about the
Minimum & Maximum number of Directors in a company, Number of Directorship, Women
Director, Appointment of Director, Punishments, General provisions regarding DIN, Surrender &
Cancellation of DIN, Dividend under the Companies Act, 2013, Procedure & Declaration of the
Dividend, Interim Dividend and unclaimed Dividend which is useful to all the participants.
2] Students Meeting on the Companies Act, 2013
On 19.7.2014, the Chapter organised a Students Meeting on the above topic at its premises. Mr. L.
Vinoth Kumar, Trainer in e – Returns was the speaker who in his address explained the concept,
recent developments regarding the matter of e – form filing. He also urged the student trainees to
ICSI - SIRC eNewsletter August 2014 Issue
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Chapters’ Activity Report
update themselves about the circulars and notifications issued by the Ministry of Corporate Affairs
to gather the knowledge. The session was highly informative and practical oriented. Question and
Answer session was also conducted before conclusion of the programme.
3] Study Circle Meeting for Students on the Companies Act, 2013
i). On 2.8.2014, the Chapter organised a Study Circle Meeting for students from 6.30 pm to 8.00
pm at its premises. CS Students of Salem discussed about provisions relating to One Person
Company, Independent Directors and Interested Directors. The session was highly informative.
Queries were clarified before conclusion of the programme
ii). On 6.8.2014, Study Circle Meeting was organised for students from 6.30 pm to 8.00 pm at its
premises. CS Students of Salem discussed about provisions relating to Associate Company, Private
Company, Public Company, and Memorandum of Association under the Companies Act, 2013.
iii). On 9.8.2014, Study Circle Meeting was organised for students from 6.30 pm to 8.00 pm at its
premises. Students of Salem discussed about provisions relating to Alteration of Memorandum
and Articles of Association under the Companies Act, 2013.
iv). On 13.8.2014, Study Circle Meeting was organised for students from 6.00 pm to 8.00 pm at the
Chapter premises. CS Students under Salem Chapter discussed about provisions relating to
Acceptance of Deposits by Companies (Eligible Companies, Applicability, Prohibition & Procedures)
under the Companies Act, 2013.
v). On 14.8.2014, Study Circle Meeting was organised for CS students from 6.30 pm to 8.00 pm at
the Chapter premises. Students of Salem discussed about the Provisions relating to Registration of
Charges. This includes definitions, Applicability, Procedures of ROC filing and Penal Provisions
under the Companies Act, 2013.
vi). On 15.8.2014, Study Circle Meeting was organised for CS students from 6.30 pm to 8.30 pm at
the Chapter premises. Students of Salem Chapter discussed about the Provisions relating to
Debentures which includes Definition, Debenture Trust Deed, Debenture Trustees and Issue
Procedure and also discussed Rule relating to Debentures under the Companies Act, 2013.
4] Career Awareness Programmes
i). On 21.7.2014, the Chapter organised a Career Awareness programme at AVS Arts & Science
College, Attur Main Road, Ramalingapuram, Salem for III B. Com (General) Students. CS
Soliayappan S, Chairman of the Chapter gave a presentation about the CS Course, duration,
eligibility, fees structure, employment opportunities, scope of the Company Secretary in Practice
and the Campus Interviews conducted by the Regional Offices and the Head Quarters. Sundar
Swamy S, Chapter In – Charge explained about the various online process like registration, exam
enrolments, e-learning, Journals & Bulletin facilities available at the Institute’s website, training
structure of the course and also Oral Coaching facility at the Chapter. CS Course informative
pamphlets were issued to 150 students participated and the queries raised were clarified.
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Chapters’ Activity Report
ii). On 31.7.2014, the Salem Chapter of the ICSI organised a Career Awareness programme at Sri
Vidya Mandir Senior Secondary School, Ramalingapuram, Salem for Higher Secondary Students.
CS Santhanam N, Secretary of the Chapter gave a brief presentation about structure of the Course,
enrolment criteria, scope of the Company Secretary in employment & practice and also the other
allied issues of the Profession. Sundar Swamy S, Chapter In – Charge issued CS course information
pamphlets to the students and explained about the various online process like registration, exam
enrolments, e-learning facilities available at the Institute’s website and also Oral Coaching facility
at the Chapter. Around 60 students participated and their queries were clarified. Earlier, Dr.
Ramesh, Principal of the School gave introduction with welcome address and advice the students
to be professionals by choosing this type of professional courses instead of being graduates by any
degree.
iii). On 8.8.2014, the Salem Chapter of the ICSI organised a Career Awareness programme at
Vivekanandha College of Arts and Sciences for Women for 1st B.Com & B.Com (CA) Students.
CS Solaiyappan S, Chairman of the Chapter gave a brief Introduction the Institute, Regional Offices
and Chapter and its functioning. He also explained about the structure of Course, enrolment
criteria, scope of the Company Secretary in employment & practice. Sundar Swamy S, Chapter In –
Charge explains about the various online process like registration, exam enrolments, facilities
available at the Chapter and the e – mode facilities available at the Institute’s website. Around 415
students and 10 faculty members participated and their queries were clarified.
5] Special Address by CS Dr. Baiju Ramachandran, Chairman, SIRC of the ICSI
i). SAIL – Salem Steel Plant on the Companies Act, 2013
On 26.7.2014, at 11.00 am, CS Dr. Baiju Ramachandran addressed the Finance Executives of SAIL,
Salem Steel Plant and appraised them about the activities of the Institute and highlighted the
salient features of the Companies Act 2013 and stressed upon their role as the professional in filing
various forms, maintenance of registers, advising the management, etc. About 35 finance
executives and staff participated in this programme. CA N Tamilarasan, General Manager (Finance
& Accounts), Salem Steel Plant welcomed him and CA N Varadarajan, Asst General Manager (F&A)
made all arrangements for his visit. Salem Chapter coordinated the programme arrangements.
ii). SIRC Chairman’s visit to Salem Chapter
On 26.7.2014, at 1.00 pm, CS Dr. Baiju Ramachandran visited the Salem Chapter and interacted
with members and students on various aspects.
6] Investor Awareness Programme on Recent Developments in Capital Markets
On 8.8.2014, an Investor Awareness Programme on Recent Developments in Capital Markets was
organized by the Salem Chapter of the ICSI at Commerce & Management Seminar Hall,
Vivekanandha College of Arts and Sciences for Women, Elayampalayam, Tiruchengode. About 460
persons participated in this Programme. Shri. V.P. Sivadasan, Registrar of Companies (I/C),
Coimbatore was participated as Guest of Honour for the Programme and Shri. S. Sivaraman,
Assistant Manager, National Stock Exchange of India Limited, Chennai gave the key note address.
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Chapters’ Activity Report
In his inaugural address, Shri. Sivadasan explains about the purpose of awareness programmes
organized for the Investors by the Ministry. He listed so many scams taken place and explains
about the right investment options by deep analysis of the company before investing. In his key
note address, Shri. Sivaraman explained the role and functions of the National Stock Exchange
of India Limited. He also highlighted the NSE CPSE Index, derivatives trading, Currency trading,
ETF, Gold ETF, Mutual Fund, Balancing Fund, etc. to the gathering. The capital market
instruments, the type of security and returns they offer, the online trading introduced first
time in India and how the NSE played a key role in the securities market in enhancing the
speed and accurate delivery of instruments and cash and how helped the buyers and sellers of
instruments through the stock exchange portal. He also explains about the role of SEBI in the
present market. The presentation was more informative to the participants. There was a good
and lively interaction from the participants and their doubts were clarified.
Earlier Dr. V. Senthil Kumar, Asst. Professor in Commerce welcomed the gathering, CS
Solaiyappan S, Chairman of the Salem Chapter introduced the dignitaries to the audience.
Felicitation was given by Dr. M. Thanikaivel, Professor & Head of the Commerce Department.
Shri. J. Kannan, Asst. Professor in Commerce gave a vote of thanks.
7] Cricket Match for CS Students
On 10.8.2014, a Cricket Match was conducted for the students pursing the Company Secretary
Course under Salem Chapter at the ground of Kongu Matriculation Higher Secondary School,
Omalur Main Road, Salem. The Students were divided into two teams’ viz., Golden Parachute
and Fire Ball. The match was inaugurated by CS Solaiyappan S, Chairman of the Chapter. CS
Santhanam N, Secretary of the Chapter tossed the coin. The Fire Ball team won the toss and
decided to bat first. The Golden Parachute team won the match.
After the game, Mr. T. Thulasi Raman, Mr. K.G. Thanapparaj and Mr. S. Krishna Kumar,
Professional Programme Students were presented with the Best Batsman, Best Bowler and All
Rounder awards by the Managing Committee Members of the Chapter. All the team players
were awarded by the Winner & Runner Medals. The 3rd Rolling Cup was given to the Golden
Parachute team Captain Mr. T. Thulasi Raman by CS Solaiyappan S & CS Boopalan P.
THIRUVANANTHAPURAM CHAPTER
[After 16.07..2014, no activities were
reported from the Chapter for publishing in the newsletter]
ICSI - SIRC eNewsletter August 2014 Issue
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Chapters’ Activity Report
THRISSUR CHAPTER
1] 14th All India Company Law Quiz Competition – Chapter Level
On 22/07/2014, 14th All India Company Law Quiz Competition – Chapter Level was held at
Chapter premises at 3.30 p.m. There were a total of four groups comprising two students in
each group. The quiz master CS Ramachandran T welcomed the participants and announced
that there will be three rounds and the winners will be participating in the upcoming regional
level competition at SIRC. The winners of the programme were B group that included Mr.
Disola Jose Koodally, a CS Professional student and Mr. Nandikesh P, an executive student of
ICSI.
2] Faculty Meet
On 08/08/2014 at 8: 00 a.m., Thrissur Chapter of SIRC of the ICSI organized a Faculty meet at
Chapter Office. CS Vasudevan M, chairman took the chair and he welcomed the management
committee members and Executive oral coaching faculties. They discussed about the
innovative measures that need to be introduced to betterment the oral coaching services
offered at Chapter.
3] Interaction with Students Attending Oral Coaching at Chapter
On 08/08/2014 at 9:00 a.m, Thrissur Chapter of ICSI organized an interactive session with the
oral coaching faculties and the students. The management committee also considered the
suggestions put forward by the students. The students stated that the classes offered to them
are of high standard and purely CS exam – oriented one. However, the only grievance they
placed before the members is the intermittent power failure during the class hours. The
chairman assured them that this issue will be considered and resolved at the earliest.
4] Half-day Professional Development Programme
On 17/08/2014 at 8:30 a.m, Thrissur Chapter of ICSI organized a half day professional
development programme on the Topic, “EXPLORING COMPANIES ACT 2013” at chapter
seminar hall. CS M Vasudevan, chapter chairman warmly welcomed the speaker, CS Joffy
George, Company Secretary at TELK, Angamaly. He clearly explained the entire structure of the
Act that incorporated the schedule and the important sections. He concentrated more on
Chapter XII, Meetings of Board and its Powers. He stated that “Every company shall have a
board of directors consisting of individuals as directors and shall have (a) a minimum number
of 3 directors in the case of public company, 2 directors in the case of private company and
1 director in the case of an OPC and (b) a maximum of 15 directors. CS Ramachandran T,
management committee member of Thrissur Chapter offered the vote of thanks to the speaker
for an informative session. The session witnessed an active participation and interaction from
the audience.
ICSI - SIRC eNewsletter August 2014 Issue
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Chapters’ Activity Report
VISAKHAPATNAM CHAPTER
1] Half Day Seminar on “Incorporation of Companies and Matters Incidental Thereto”
The Visakhapatnam Chapter of the ICSI organized a half day Seminar on “Incorporation of
Companies and Matters Incidental Thereto” on 26th July 2014 at 5.30PM at the Chapter Premises.
CS Vithal Kumar P Practicing Company Secretary, Visakhapatnam was the Speaker. CS
D.V.Subbarao, Chairman of the Chapter welcomed all present and introduced the speaker. CS
Vithal Kumar P started with Promoters, formation of company, one person company and briefly
discussed about Procedural Aspects with regard to Incorporation and ended with Conversion of
Companies already registered. The session was lively, interactive and well received by the
members present. CS C.Suman, Secretary, Visakhapatnam Chapter of the ICSI proposed the vote of
thanks.
2] Annual General Meeting
The Visakhapatnam Chapter of the ICSI conducted Annual General Meeting on 26th July 2014
at 5.00 pm at the Chapter premises. The meeting commenced with a welcome address by
CS D.V.Subbarao, Chairman of the Chapter, who also highlighted the activities of the Chapter for
the year and encouraged to members for participation in programmes for making success. CS
D.V.Subbarao, Chairman of the Chapter read out the Notice and the Auditor’s Report. Thereafter,
Chairman presented the Managing Committee Report and Audited Accounts to the members and
invited their comments and suggestions on the accounts. Since, there were no comments and
suggestions, the meeting ended with vote of thanks by CS C.Suman, Secretary of the Chapter.
3] 4th Niryat Bandhu Interactive meeting on 30.07.2014 organised by Office of the Joint
Director General Foreign Trade, Ministry of Commerce, Government of India, Visakhapatnam
at Hotel Dasapalla, Suryabagh, Visakhapatnam.
The Visakhapatnam Chapter was one of the associations with other organization for organizing 4 th
Niryat Bandhu Interactive meeting on 30.07.2014 for students. Mr.PK Ghosh ITS, Joint Director
General of Foreign Trade welcomed all the present and introduced Chief Guest Mrs. Deepa
Dasgupta IRS, Chief Commissioner of Customs & Central Excise and Special Chief Guest Prof. Dr.
V.L.Rao, Chair Prof. of International Trade & Fin. GISIB, Gitam University.
Mr.J.M.Kishore Asst Comm. Of Customs & Central Excise, Mr.Nirdosh Chopra Regional Dy General
Manager, ECGC, Mr.H.S.Kamath General Manager, IDBI, Visakhapatnam, Mr.Lakshman Rao,
General Manager, District Indus Centre, Vizag are speakers and briefly explained amendments in
foreign trade policies and procedures. The session was lively, interactive and well received by the
students/members present. Sri Aditya Sabharwal, Vizag Industrial Scan proposed the vote of
thanks.
4] 68th Independence Day & 2nd CSBF Awareness Week
68th Independence Day & 2nd CSBF Awareness Week organized half day seminar on “Be Proud to be
Indian, Best Career steps, Love at work on 15th Aug 2014 at Chapter Premises. Shri P.Suresh IRAS,
Senior Divisional Finance Manager Eco Railways, Waltair Division, Visakhapatnam was the Chief
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Chapters’ Activity Report
Guest cum Speaker. Ms. P. Anchalia student of ICSI welcomed all present and introduced the
speaker. The Speaker started with 67 years back what is the governance and compared with
present governance and explained present education system how to develop a career and how to
choose a career. What is an interpersonal skill? knowledge management system, activation of
mind ended with growth is life concepts. The session was lively, interactive and well received by
the members present. CS C.Suman, Secretary, Visakhapatnam Chapter of the ICSI explained about
CSBF registration and online payment and also encouraged to members those not CSBF members.
Mr. K.G. Yashwanth CS student proposed the vote of thanks.
5] List of Career Awareness Programmes organized by Visakhapatnam Chapter
S.No
Name of the college /
Institution
List of the officials /
members, conducted the
Career Awareness
Programme
Date
1
Principal
Visakha Govt Degree College [W]
Visakhapatnam -20
06.08.2014
2
Principal
Visakha Govt Junior College [W]
Visakhapatnam -20
3
Principal
Pydah College
Rednam Gardens
Visakhapatnam – 2
Head
Department of Management
Studies
Dr.L.Bullayya PG College
New Resupuvanipalem
Visakhapatnam -530013
Vice Principal & HOD Commerce
Lt CDR K.Ravi Kumar
Dr. VSK Govt Degree & PG College
Visakhapatnam -530 003
Mr. PRV.Sivaramakrishna
Chapter In-Charge,
Visakhapatnam & Mr. PVG RaoCasual Employee
Mr. PRV.Sivaramakrishna
Chapter In-Charge,
Visakhapatnam & Mr. PVG RaoCasual Employee
Mr. PRV.Sivaramakrishna
Chapter In-Charge,
Visakhapatnam & Mr. PVG RaoCasual Employee
Mr. PRV.Sivaramakrishna
Chapter In-Charge,
Visakhapatnam & Mr. PVG RaoCasual Employee
Mr. PRV.Sivaramakrishna
Chapter In-Charge,
Visakhapatnam & Mr. PVG RaoCasual Employee
21.08.2014
4
5
ICSI - SIRC eNewsletter August 2014 Issue
11.08.2014
19.08.2014
20.08.2014
Service Tax Updates
Service Tax Updates
CS K.K. Rao
K.K. Rao & Associates
Hyderabad
 Government has fixed 1st October 2014 for bringing into operation of the
provisions contained in Parts A,B and C of the Finance Act 2014, vide notification
no. 18 dt. 25th August 2014.
 Determination of rate of exchange.– The rate of exchange for determination of
value of taxable service shall be the applicable rate of exchange as per the
generally accepted accounting principles is on the date when point of taxation
arises in terms of the Point of Taxation Rules, 2011, vide notification no. 19 dated
25th August 2014
 Effective from 1st September 2014, there is change in the section 4(1) Cenvat
credit rules, 2004 which stipulates that the manufacturer or service provider shall
not take cenvat credit after six months from the date of issue of any of the
documents specified in sub-rule (1) of Rule 9. This is a very important change
which stipulates the maximum period of time within which the assessee can take
cenvat credit. Where the invoices are issued within maximum period of SIX
months only the assessee can avail the credit subject to the other conditions
specified therein. (Refer to notification no. 21/2014(C.E) (N.T) dt. 11.7.2014.
*******
ICSI - SIRC eNewsletter August 2014 Issue
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45
Articles
ACTION POINTS COMMON FOR ALL COMPANIES:
CS. A.Mohan Kumar
AGM Legal & Company Secretary
Allsec Technologies Limited
Chennai l needamohan@gmail.com
1. CSR : Every Company, having
a) Net worth of 500 Crore or more (or) b) Turnover of 1000 Crore or more (or)
c) Net profit of 5 Crore or more should undertake corporate social responsibility.
Constitute CSR Committee
(3 Directors – Min -1 Independent Director – Appointment of I.D. Exempt for Pvt Co
only). Contribute 2 % of Avg net profits in last 3 years.
2. To add CIN No, Telephone, Fax, E Mail, Website address in all letterheads &
Correspondence.
3. No Company can make directly or indirectly any loan to any of its Directors or to any
other person in whom the Director is interested.
4. Length of Board meeting notice – shall be sent not less than 7 days in advance to every
Director at his registered address with the Company. Electronic mode is permissible.
5. Physical presence of Director – Every Director to attend a minimum of 1 meeting per
year physically i.e., Not through Video Conferencing or audio visual means.
6. Articles shall be in respective Forms as specified in Table F, G, H, I & J. We need to
amend articles to be in alignment with current provisions later. Not mandatory,
recommendatory only.
7. Any Company where 20 % capital is held, it will be considered as Associate Company & its
financials need to be consolidated.
8. Voluntary revision of accounts is possible (Upto last 3 yrs) Can be done once in financial
year
9. Financial year – To align with 31st March.
10. Board meeting can be conducted through Video Conferencing (Except annual a/c
approval)
11. Between 2 consecutive Board meeting, gap should not be more than 120 days.
12. Certain Board resolutions required to be filed with ROC MGT -14 (Similar to earlier
Form 23)
ICSI - SIRC eNewsletter August 2014 Issue
46
13. Disclosure of interest to be obtained in new Forms; Resolution to be filed with ROC.
14. Consent to act as Director to be obtained and filed with ROC for all Companies.
15. Maintenance of Statutory books in electronic Form.
16. Apart from the Company, Director need to inform his resignation directly to ROC by a
Form and hence all Directors will require Digital signature
17. Consolidation of accounts is mandatory when there are subsidiaries.
ADDITIONAL ACTION POINTS FOR LISTED COMPANIES:
1. E Voting mandatory from current AGM. Need to include E Voting from the current AGM.
To be included in the AGM notice & approved by Board.
2. Company shall devise & introduce a Whistle Blower policy before 1st October, 2014.
3. Needs to have a Women Director in the Board before 1st October, 2014
4. An independent director shall hold office for a term up to 5 consecutive years on the
Board & shall be eligible for reappointment for another term of up to five consecutive
years. Need to check the tenure of I.D & better to appoint for 5 years in the current AGM.
5. The company shall issue a formal letter of appointment to the independent directors in
the manner as provided in Cos Act, 2013. This letter & his profile shall be disclosed on the
websites of the company & Exchanges within one working day from the date of such
appointment.
6. The company shall formulate a policy on materiality of related party transactions and
also on dealing with Related Party Transactions. Need to check if the current Related party
transactions with subsidiaries will fall under this criteria; if so, need to place before
Shareholders.
7. To rename earlier Compensation committee as Nomination & Remuneration committee.
8. Need to appoint a new auditor in 3 years if the existing auditor has completed 10 years
already.
9. Every listed Company shall name who are the KMP in the first quarter Board meeting &
shall file the relevant Form with the ROC
10. Company to file a return with ROC the change (Increase or decrease of 2%) in number
of shares held by promoters & top 10 shareholders of such company, within fifteen days of
such change.
ICSI - SIRC eNewsletter August 2014 Issue
47
11. Report on AGM to be filed with ROC (Similar to what is being filed with Exchange
already)
12. Secretarial audit report become applicable from FY 2014-15. Need to appoint.
13. Every listed company shall disclose in the Board’s report, the ratio of the remuneration
of each director to the median employee’s remuneration and such other details as may be
prescribed. (Applicable from next year)
14. Listed companies with more than 5000 shareholders need to ensure that they have 30
members for complying with Quorum in General meetings.
ADDITIONAL ACTION POINTS FOR PUBLIC COMPANIES:
1. Auditor rotation provision ( 5 years for individual, 10 years for firm) will be applicable if
the Co’s paid up capital is more than 10 crores.
2. Women Director must if Paid up cap is more than 100 crore or turnover exceeds 300
crore
3. Independent Director & Nomination and Remuneration committee & related provisions
applicable if Paid up cap is more than 10 crore or turnover exceeds 100 crore or
outstanding loans exceed 50 crore
4. KMP appointment mandatory if capital exceeds 10 crore & CS if the capital exceeds 5
crore.
5. Internal audit committee – appointment & other provisions applicable if Paid up cap is
more than 50 crore or outstanding loans exceed 100 crore or deposits 25 crore
LIMITS UNDER COMPANIES ACT 2013
S. No Particulars
1
Annual return. Sec. 92
Certification by PCS:
2
3
Provision
Listed company or
a company having paid-up share capital of 10 crore or
more
or turnover of 50 crore or more, shall be certified by a
PCS
1.Every Listed Company
2. Every public limited company having
I. Paid up share capital of 100 crore
ii. Turnover of 300 Crore or more
Women
Directors
–
Existing companies to
comply within 1 year from
commencement of the Act.
(Listed – 1st Oct)
Independent Directors –
Min. 2 Ind. Director for all Public companies having
Sec. 149 (4)
i) paid up share capital of 10 crore rupees
or more
ii) turnover of 100 crore rupees or more
iii) outstanding loans, debentures, deposits ,
exceeding 50 crores.
ICSI - SIRC eNewsletter August 2014 Issue
48
4
Vigil MechanismSec 177(9)
5 & 6 OPC to convert itself into
a private co/ Small
Company
7
Companies to have KMPSec. 203
8
Secretarial audit report
Sec. 204
9
Annual
performance
evaluation of Board must
10
Audit
Committee
&
Nomination
and
Remuneration Committee
must
11
CSR applicability
Sec. 135
12
Companies required to
appoint internal auditor
(Sec.138)
Existing Companies to
comply within 6 months
from 1.4.2014
a)
Listed Company
b)
Companies which accept deposits from
the public
c)
Companies which have borrowed money
from banks and public financial institutions in
excess of 50 crore rupees
Where paid up share capital of OPC exceeds 50 lakh or
average annual turnover during the relevant period
exceeds 2 crore.
(Same limit for Small co definition also- “ Not to exceed
these limits”
1.Every Listed Company
2. Every company having Paid up share capital of 5 crore
or more
Public company having paid-up share capital of 50
crore or more or
Public company having a turnover of 250 crore or more
1.Every Listed Company
2. Every public limited company having Paid up capital
of 25 crore
i) All listed Companies
ii) All public companies with a paid up capital of 10
crore or more;
iii) All public companies having turnover of 100 crore or
more;
iv) All public companies, having in aggregate,
outstanding loans or borrowings or debentures or
deposits exceeding 50 crore
Every Company, having
i) Networth of 500 crore or more or
ii) Turnover of 1000 crore or more or
iii) Net profit of 5 crore or more
(a) every listed company;
(b) every unlisted Public company having(i) paid up share capital of 50 crore or more
(ii) turnover of 200 crore or more
iii) outstanding loans /borrowings exceeding
100 crore or more
iv) outstanding deposits of 25 crore or more
(c) every private company having(i) turnover of 200 crore rupees or more or
(ii) outstanding loans /borrowings exceeding 100 crore
or more
*********
ICSI - SIRC eNewsletter August 2014 Issue
49
ALL ABOUT “NIDHI COMPANIES”
CS. P.Sriram
Practising Company Secretary
Chennai l sriram@prowiscorporate.com
This Article covers the concept “Nidhi Companies” in comparison with Companies Act 1956
(Act 1956) read with Notification Vs Companies Act 2013 (Act 2013) read with Nidhi Rules
2014.
The Article deals with Regulatory framework, Formation, Management and other matters
related thereto. Though Act 1956 and Notification made thereof provides specific
exemption of certain provision due to impracticability of compliance or to ease the
compliance level, Act 2013 and the Rules does not provides for such exemption specifically
which are discussed by way of comment in the respective paras. Apart from this there are
certain provisions relating to Electronic Voting, Postal Ballots etc., which is not practically
possible for Nidhi Companies to Comply for which a notification/clarification can be
expected from Ministry of Corporate Affairs.
This Article is divided into the following Parts:
I)
Regulatory Framework
II)
Object
III)
Applicability of Nidhi Rules
IV)
Important Definitions
V)
Incorporation of Nidhi Companies
VI)
Requirements to be a Nidhi Company
VII)
Restrictions & Prohibitions
VIII)
Share Capital and Allotment.
IX)
Acceptance Of Deposits By Nidhis
X)
Loans to Members by Nidhi & Security for Loans
XI)
Directors
XII)
Dividends
XIII)
Auditors
XIV)
Prudential Norms
XV)
Opening & Closing of Branches
XVI)
Returns & Filings
XVII)
Power to enforce Compliance
XVIII)
Penalty for Non Compliance
XIX)
Gist of exemptions under Companies Act 1956
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I. REGULATORY FRAMEWORK:
Under Companies Act 1956 Nidhi’s are companies are governed by section 620A and
various notification made thereunder from time to time. Under Companies Act 2013 Nidhi’s
are companies are governed by section 406 read with Nidhi Rules 2014 (“Rule or Rules)
Nidhi companies are regulated by Ministry of Corporate Affairs (MCA). Even though Nidhis
are regulated by the provisions of the Companies Act, they are exempted from certain
provisions of the Act, as applicable to other companies, due to their limited operations
within members.
Nidhis are also included in the definition of Non- Banking Financial companies or (NBFCs)
which operate mainly in the unorganized money market. However, since 1997, NBFCs have
been brought increasingly under the regulatory ambit of the Reserve Bank of India (RBI).
Non-banking financial entities partially or wholly regulated by the RBI include:
NBFCs comprising equipment leasing (EL), hire purchase finance (HP), Loan Company (LC),
investment Company (IC) and residuary non-banking (RNBC) companies; mutual benefit
financial company (MBFC), i.e. nidhi company; Mutual benefit company (MBC), i.e.
Potential Nidhi company & miscellaneous non-banking company (MNBC), i.e. chit fund
company.
(Explanation: “A potential Nidhi Company means a company which is working on the lines
of a Nidhi company but has not yet been so declared by the Central Government; as Nidhi
company and has not contravened directions/ regulations of RBI/MCA.”)
Since Nidhis come under one class of NBFCs, RBI is empowered to issue directions to Nidhis
in matters relating to their deposit acceptance activities. However, in recognition of the fact
that these Nidhis deal with their shareholder-members only, RBI has exempted the notified
Nidhis from the core provisions of the RBI Act and other directions applicable to NBFCs.
Nidhi companies are exempt from Section 45 IA (Requirements of registrations & net
owned funds), 45 IB (Maintenance of Liquid Assets) & 45 IC (Creation of Reserve Fund) of
RBI Act – RBI circular No:DNBS.PD.CC. NO.101/03.02.04/2007-08 DATED 2.7.2007
II. OBJECT OF NIDHI:
Section 406(1) Corresponds to Section 620 A of the 1956 Act
“Nidhi means a company which has been incorporated as A Nidhi with the object of
cultivating the habit of thrift, savings amongst its members receiving deposits only from
individuals enrolled as members and by lending only to individuals, also enrolled as
members, for their mutual benefit and which complies with such rules as are prescribed by
Central Government for regulation of such Nidhi companies
Comparison of Section 620 A of 1956 Act & Section 406 of Act 2013
Section 620 A of 1956 Act, merely defines Nidhi as company which the Central Government
may, by notification in the Official Gazette, declare to be a Nidhi without specifying
anything about activities of a Nidhi.
Section 406 of 2013 Act, SPECIFIES the activity; of a Nidhi and the need for Central
Government to notify companies as Nidhi.
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“NIDHI COMPANIES WILL BE DEFINED BY THEIR ACTIVITY AND COMPLIANCE WITH RULES”
– NOT BY REGISTRATION AND NOTIFICATION BY CENTRAL GOVERNMENT.
III.
APPLICABILITY OF THE NIDHI RULES (RULE 2)
(a) Companies declared as a Nidhi or Mutual Benefit Society under sub-section (1) of
section 620A of the Companies Act, 1956;
(b) every company functioning on the lines of a Nidhi company or Mutual Benefit Society
but has either not applied for or has applied for and is awaiting notification to be a Nidhi
or Mutual Benefit Society under sub-section (1) of section 620A of the Companies Act,
1956; and
(c) Every company incorporated as a Nidhi pursuant to the provisions of section 406 of the
Act.
Comment: As per Rule 2 (b) it is clear even a company functioning in lines of Nidhi, which
is not registered shall also fall within the ambit of this section thereby all compliances
under the Act 2013/Rules shall apply.
IV.
IMPORTANT DEFINITIONS TO UNDERSTAND:
Before going through the provisions let us understand certain important definitions:
“Doubtful Asset” means a borrowal account which has remained a nonperforming asset for
more than two years but less than three years;
“Loss Asset” means a borrowal account which has remained a non-performing asset for
more than three years or where in the opinion of the Board, a shortfall in the recovery of
the loan account is expected because the documents executed may become invalid if
subjected to legal process or for any other reason;
“Net Owned Funds” means the aggregate of paid up equity share capital and free reserves
as reduced by accumulated losses and intangible assets appearing in the last audited
balance sheet:
Provided that the amount representing the proceeds of issue of preference shares shall not
be included for calculating Net Owned Funds.
“Non-Performing Asset” means a borrowal account in respect of which interest income or
instalment of loan towards repayment of principal amount has remained unrealised for
twelve months;
“Standard Asset” means the asset in respect of which no default in repayment of principal
or payment of interest has occurred or is perceived and which has neither shown signs of
any problem relating to repayment of principal sum or interest nor does it carry more than
normal risk attached to the business;
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“Sub-Standard Asset” means a borrowal account which is a non performing asset:
Provided that reschedulement or renegotiation or rephasement of the loan instalment or
interest payment shall not change the classification of an asset unless the borrowal account
has satisfactorily performed for at least twelve months after such reschedulement or
renegotiation or rephasement.
V.




INCORPORATION MATTERS:
Nidhi Company shall be a Public Company
Except as otherwise provided, no Nidhi shall have any object in its Memorandum of
Association other than the object of cultivating the habit of thrift and savings etc., as
defined
Nidhis which have adhered to all the provisions of these rules & may provide locker
facilities on rent to its members subject to the rental income from such facilities not
exceeding 25% of the gross income.
A Nidhi shall not admit a body corporate or trust as a member.
VI
REQUIREMENTS TO BE A NIDHI COMPANY:
Every *Nidhi shall, within a period of one year from the commencement of these rules,
ensure that it has:
(a) Not less than Two hundred members;
(b) Net Owned Funds of Ten lakh rupees or more;
(c) Unencumbered term deposits of not less than 10% of the outstanding deposits
as specified in Rule 14; AND
(d) Ratio of Net Owned Funds to deposits of not more than 1:20.
*(Whether an existing Company notified Nidhi or not but carrying on activities of a
Nidhi Company as defined)
VII
RESTRICTIONS OR PROHIBITIONS## :
No Nidhi shall(a) Carry on the business of chit fund, hire purchase finance, leasing finance, insurance or
acquisition of securities issued by anybody corporate;
(b) Issue preference shares, debentures or any other debt instrument by any name or in any
form whatsoever;
(c) Open any current account with its members;
(d) Acquire another company by purchase of securities or control the composition of the
Board of Directors of any other company or enter into any arrangement for the change of
its management, unless it has passed a special resolution in its general meeting and also
obtained the previous approval of the Regional Director
(e) Pledge any of the assets lodged by its members as security;
(f) Take deposits from or lend money to anybody corporate;
(g) Issue or cause to be issued any advertisement in any form for soliciting deposit:
(h) Pay any brokerage or incentive for mobilising deposits /granting loans.
##
(Comment: The above is similar to Notification GSR.555(E) Dt:26-7-2001)
ICSI - SIRC eNewsletter August 2014 Issue
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OTHER INCIDENTAL MATTERS:
 No Nidhi shall issue preference shares.
 In case of Existing Companies with preference shares the same shall be redeemed in
accordance with the terms of issue.
 Every Company incorporated as a “Nidhi” shall have the last words ‘Nidhi Limited’ as
part of its name.
 To ensure that the membership is not reduced to less than 200 members at any
time.
 Application for acceptance of deposit shall contain certain mandatory particulars as
prescribed under Rule 12 which interalia provides for financial position, terms and
conditions of deposit, right of depositors to approach Consumer Disputes Redressal
forums, proof of identity/address etc.,
##
(Comment: The above is similar to Notification GSR.555(E) Dt:26-7-2001)
VIII. SHARE CAPITAL AND ALLOTMENT.
Except the Declared Nidhi under 620 A & Every company functioning on the lines of a Nidhi
Company or Mutual Benefit Society [MBS] (either not applied for or has applied for and is
awaiting for notification to be a Nidhi or MBS), shall issue equity shares of the nominal
value of not less than ten rupees each:
Every Nidhi shall allot to each deposit holder at least a minimum of ten equity shares or
shares equivalent to one hundred rupees. Savings account holder and a recurring deposit
account holder shall hold at least one equity share of rupees ten.
Comments: As per Notification Provisions of Section 81 of Act 1956 shall not apply to a
Nidhi Company. However there is no explicit exemption provided under Act 2013 & Nidhi
Rules 2014 and thereby inviting a question on applicability of Section 42 & Section 62 of
Act 2013 in case of allotment of shares.
IX
ACCEPTANCE OF DEPOSITS BY NIDHIS
a) Maximum Limit:
A Nidhi shall not accept deposits exceeding TWENTY (20) times of its Net Owned Funds
(NOF) as per its last audited financial statements.
In case of existing Companies (before 26th July, 2001) and which have accepted deposits in
excess of the aforesaid limits, the same shall be restored to the prescribed limit by
increasing the Net Owned Funds position or alternatively by reducing the deposit based on
the ratio of net owned funds as given under Rule 11(2) and such companies shall not accept
fresh deposits or renew existing deposits if such acceptance or renewal leads to violation of
the prescribed ratio.
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b) Terms of Deposits:
i.
ii.
iii.
iv.
Minimum period of six months (except Recurring deposits which shall be for a
minimum period of 12 Months) and a maximum period of sixty months.
The maximum balance in a savings deposit account at any given time qualifying for
interest shall not exceed Rs.1,00,000 at any point of time and the rate of interest
shall not exceed 2% above the rate of interest payable on savings bank account by
nationalised banks.
A Nidhi may offer interest on fixed and recurring deposits at a rate not exceeding
the maximum rate of interest prescribed by the Reserve Bank of India which the
Non-Banking Financial Companies can pay on their public deposits.
A fixed deposit account or a recurring deposit account shall be foreclosed by the
depositor subject to certain conditions prescribed under Rule 13(6)
c) Un-encumbered term deposits
Nidhi Company shall invest in unencumbered term deposits with a scheduled commercial
bank (other than a co-operative bank or a regional rural bank), or post office deposits an
amount which shall not be less than 10% of the deposits outstanding at the close of
business on the last working day of the second preceding month: Temporary withdrawal
subject to prior approval of the Regional Director
X.
a
b
c
d
LOANS TO MEMBERS & SECURITY FOR LOANS:
I)
LOANS: Nidhi shall provide loans only to its members and shall be subject to
the following limits:
Total Deposits accepted from Members*
Maximum Loan amount
to A MEMBER
Less than Rs.2.00 Crore
Rs.2,00,000
More than Rs.2.00 Crore but Less than Rs.20.00 Rs.7,50,000
Crore
More than Rs.20.00 Crore but Less than Rs.50.00 Rs.12,00,000
Crore
More than Rs.50.00 Crore
Rs.15,00,000
*The amount of deposits shall be calculated on the basis of the last audited annual
financial statements.
Where a Nidhi has not made profits continuously in the three preceding financial years, it
shall not make any fresh loans exceeding 50% of the maximum amounts of loans specified
in clauses (a), (b), (c) or (d).
A member who has defaulted in repayment of loan shall not be eligible for further loan
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II.
SECURITY FOR LOAN:
(A) GOLD, SILVER AND JEWELLERY: Repayment period not exceeding 1 Year.
(B) IMMOVABLE PROPERTY:
Total loans against immovable property [excluding mortgage loans granted on
the security of property by registered mortgage, being a registered mortgage
under section 69 of the Transfer of Property Act, 1882 (IV of 1882)] shall not
exceed 50% of the overall loan outstanding on the date of approval by the
board.
Individual loan shall not exceed 50% of the value of property offered as security
and the period of repayment of such loan shall not exceed seven years.
(C) FIXED DEPOSIT RECEIPTS, NATIONAL SAVINGS CERTIFICATES, OTHER
GOVERNMENT SECURITIES AND INSURANCE POLICIES:
Such securities duly discharged shall be pledged & maturity date of such
securities shall not fall beyond the loan period or one year whichever is earlier:
Provided further that in the case of loan against fixed deposits, the period of
loan shall not exceed the unexpired period of the fixed deposits.
I.
INTEREST ON LOAN:
The rate of interest shall not exceed 7.5% above the highest rate of interest
offered on deposits by such Nidhi and shall be calculated on reducing balance
method. Nidhi shall charge the same rate of interest on the borrowers in respect
of the same class of loans
COMMENTS: As per Notification Provisions of Section 295 of Act 1956 shall apply to a Nidhi
Company only where the loan is (a) Rs.2500 or more or (b) more than 25% of the value of
Security. However there is no explicit exemption provided under Act 2013 & Nidhi Rules
2014 and thereby inviting a question on applicability of Section 185 of Act 2013 in case of
Loans to Directors/Related Parties.
XI
DIRECTORS OF NIDHI:
(Subject to compliance of Section 152 (4) & not disqualified U/s.164 of the Act 2013)
(1) The Director shall be a member of Nidhi.
(2) The Director of a Nidhi shall hold office for a term up to 10 consecutive years
(3) The Director shall be eligible for re-appointment only after the expiration of two years
of ceasing to be a Director.
(4) Where the tenure of any Director in any case had already been extended by the Central
Government, it shall terminate on expiry of such extended tenure.
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XII.
DIVIDEND:
A Nidhi shall not declare dividend exceeding twenty five per cent. or such higher amount as
may be specifically approved by the Regional Director for reasons to be recorded in writing
and further subject to the following conditions, namely:(a) an equal amount is transferred to General Reserve;
(b) there has been no default in repayment of matured deposits and interest; and
(c) it has complied with all the rules as applicable to Nidhis.
XIII. AUDITOR
(1) No Nidhi shall appoint or re-appoint an individual as auditor for more than one term of
five consecutive years.
(2) No Nidhi shall appoint or re-appoint an audit firm as auditor for more than two terms of
five consecutive years;
Provided that an auditor (whether an individual or an audit firm) shall be eligible for
subsequent appointment after the expiration of two years from the completion of his or its
term.
Explanation: For the purposes of this proviso:
(i) in case of an auditor (whether an individual or audit firm), the period for which he or it
has been holding office as auditor prior to the commencement of these rules shall be taken
into account in calculating the period of five consecutive years or ten consecutive years, as
the case may be;
(ii) appointment includes re-appointment.
Comment: Under Rule 5 of Cos. (Audit & Auditors) Rules, 2014 rotation of auditors applies
to certain companies based on paid up share capital whereas the same is applicable to
Nidhi companies irrespective such paid up share capital criteria.
Moreover a time limit of three years is provided under Proviso to Section 139 (2) of Act
2013 for the existing companies to comply whereas the same is not available under Rule
19.
XIV PRUDENTIAL NORMS
(1) Every Nidhi shall adhere to the prudential norms for revenue recognition and
classification of assets in respect of mortgage loans or jewel loans as contained in Rule 20
which inter alia provides for classification of assets and provisioning, income reversal and
non-performing assets, disclosure in financial statement etc.,.
XV
OPENING & CLOSING OF BRANCHES:
A Nidhi may open branches, only if it has earned net profits after tax continuously during
the preceding three financial years. A Nidhi may open up to three branches within the
district & if desires to open more than Three branches within or outside the district prior
permission of the Regional Director and an intimation is to be given to the Registrar about
opening of every branch within thirty days of such opening.
No Nidhi shall open branches or collection centres or offices or deposit centres, or by
whatever name called outside the State where its registered office is situated.
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No Nidhi shall open branches or collection centres or offices or deposit centres, or by
whatever name called unless financial statement and annual return (up to date) are filed
with the Registrar.
Closing of branches shall be in accordance with Rule 10(6) which inter alia provides for
advertisement of closure, information to Registrar of companies etc.,
XVI RETURNS & FILINGS:
A) Within ninety days from the close of the first financial year after its incorporation and
where applicable, the second financial year, Nidhi shall file a return of statutory
compliances in Form NDH-1
B) If a Nidhi is not complying with clauses (a) or (d) of Requirements of Nidhi as above, it
shall within thirty days from the close of the first financial year, apply to the Regional
Director in Form NDH-2 for extension of time
C) Every Nidhi company shall file half yearly return with the Registrar in Form NDH-3 within
thirty days from the conclusion of each half year duly certified by a CS/CA/CWA in practice.
D) The Auditor of the company shall furnish a certificate every year to the effect that the
company has complied with all the provisions contained in the rules and such certificate
shall be annexed to the audit report and in case of non-compliance, he shall specifically
state the rules which have not been complied with.
XVII POWER TO ENFORCE COMPLIANCE
Registrar of companies may call for such information or returns from Nidhi as he deems
necessary and may engage the services of CA/CS/CWA in practice for assistance
Regional Director may appoint a Special Officer to take over the management of Nidhi and
such Special Officer shall function as per the guidelines given by such Regional Director in
case of Nidhi which has violated the Rules or MOA/AOA subject to opportunity of being
heard
XVIII PENALTY FOR NON-COMPLIANCE
The company and every officer of the company who is in default shall be punishable with
fine which may extend to Rs.5000, and where the contravention is a continuing one, with a
further fine which may extend to Rs.500 for every day after the first during which the
contravention continues.
EXEMPTIONS PROVIDED UNDER VARIOUS SECTIONS OF COMPANIES ACT UNDER SECTION
620 A READWITH NOTIFICATION GSR 978:
There are many sections of Companies Act, 1956 which were not applicable by virtue of
Notifications GSR 978 on various dates by which the following major provisions of the Act
1956 were made not applicable (to certain extent as mentioned in the notification),
however there is no such exemption provided under Act 2013 & Nidhi Rules 2014 leaving
the Nidhi Companies in confusion on compliances:
ICSI - SIRC eNewsletter August 2014 Issue
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Provisions of the Act 1956 & extent
to which it shall not apply to Nidhi
Companies
Section 53(1)
Section 81
Section 87(1) (b)
Section 159(1)
Section 205 (5)(b), 205A & 205B, 207
Section 219
Section 295
Section 309(4)
Description
Service of Notice on the members of the
company
Further Issue of Capital
Voting Rights
Annual Return to be made by company
having a share capital
Dividend, Unpaid dividends, Transfer to
IEPF, Distribution of Dividend
Rights of Member to copies of balance
sheet and auditors report
Loans to Directors etc.,
Remuneration to Directors
Conclusion:
In the absence of the clarity on the various exemptions and privileges availed by such Nidhi
companies under Act 1956 so far and additional draconian compliances as enforced and
thrust under Companies Act 2013 to all companies including Nidhi companies, be it a
electronic voting or postal ballot or service of notices on members and various other
compliances, shall invariably bother Nidhi Companies at large.
Hope to receive a clarification or notification or removal of difficulties order or
amendment to the Act to solve these perennial issues.
**********
ICSI - SIRC eNewsletter August 2014 Issue
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ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING
RIGHTS UNDER THE NEW REGIME
CS Dhanapal S
Sr. Partner, S. Dhanapal & Associates
Practising Company Secretaries, Chennai
Email: csdhanapal@gmail.com
As per Section 43 of the Companies Act, 2013, Share Capital in case of company limited by
shares can be of following types:
Kinds of
Share
Capital
Equity
Shares
With Voting
Rights
Preference
Shares
With
differential
voting rights
Participating
with respect
to dividend
Participating
with respect to
Capital
1. Equity Share Capital - equity share capital, with reference to any company limited by
shares, means all share capital which is not preference share capital.
Equity Share Capital can be further sub-divided into
 Equity Shares with Voting Rights, and
 Equity Shares with Differential Voting Rights as to dividend, voting or otherwise.
2. Preference Share Capital - preference share capital, with reference to any company
limited by shares, means that part of the issued share capital of the company which carries
a preferential right with respect to payment of dividend and repayment of capital.
Preference Share Capital may also have following rights:
 In respect of dividends, in addition to the preferential rights to dividend, a right to
participate, whether fully or to a limited extent, with capital not entitled to the
preferential right to dividend.
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 In respect of capital, in addition to the preferential right to the repayment of capital
on winding up, a right to participate, whether fully or to a limited extent, with capital
not entitled to that preferential right in any surplus which may remain after the
entire capital has been repaid.
Section 43 permits issue of equity shares with differential voting rights in accordance with
the Rules made thereunder. The rules specify that no company limited by shares shall issue
equity shares with differential rights as to dividend, voting or otherwise, unless it complies
with the following conditions:
1. Conditions to be complied for issue of equity shares with differential voting rights  The articles of association of the company authorizes the issue of shares with
differential rights
 The issue of shares is authorized by an Ordinary resolution passed at a general
meeting of the shareholders.
 In case of listed companies, the issue of such shares shall be approved by the
shareholders through postal ballot.
 The shares with differential rights shall not exceed 26% of the total post-issue paid
up equity share capital including equity shares with differential rights issued at any
point of time.
 The company has consistent track record of distributable profits for the last three
years;
 The company has not defaulted in filing financial statements and annual returns for
3 financial years immediately preceding the financial year in which it is decided to
issue such shares.
 The company has no subsisting default in the payment of a declared dividend to its
shareholders or repayment of its matured deposits or redemption of its preference
shares or debentures that have become due for redemption or payment of interest
on such deposits or debentures or payment of dividend;
 The company has not defaulted in payment of the dividend on preference shares or
repayment of any term loan from a public financial institution or State level financial
institution or scheduled Bank that has become repayable or interest payable
thereon or dues with respect to statutory payments relating to its employees to any
authority or default in crediting the amount in Investor Education and Protection
Fund to the Central Government;
 The company has not been penalized by Court or Tribunal during the last three years
of any offence under the Reserve Bank of India Act, 1934, the Securities and
Exchange Board of India Act, 1992, the Securities Contracts Regulation Act, 1956, the
Foreign Exchange Management Act, 1999 or any other special Act, under which such
companies being regulated by sectoral regulators.
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2. Explanatory statement to be annexed to notice of general meeting or of a postal
ballot must contain the following details:
 total number of shares to be issued with differential rights
 details of the differential rights
 the percentage of the shares with differential rights to the total post issue paid up
equity share capital including equity shares with differential rights issued at any
point of time;
 the reasons/justification for the issue
 price at which such shares are proposed to be issued either at par or at premium
 basis on which the price has been arrived at
 in case of private placement or preferential issue - details of total number of shares
proposed to be allotted to promoters, directors and key managerial personnel and
details of total number of shares proposed to be allotted to persons other than
promoters, directors and key managerial personnel and their relationship, if any,
with any promoter, director or key managerial personnel
 in case of public issue - reservation, if any, for different classes of applicants
including promoters, directors or key managerial personnel
 percentage of voting right which the equity share capital with differential voting
right shall carry to the total voting right of the aggregate equity share capital
scale or proportion in which the voting rights of such class or type of shares will vary
 change in control, if any, in the company that may occur consequent to the issue of
equity shares with differential voting rights
 diluted Earning Per Share pursuant to the issue of such shares, calculated in
accordance with the applicable accounting standards
 the pre and post issue shareholding pattern along with voting rights as per clause 35
of the listing agreement issued by Security Exchange Board of India from time to
time.
3. The company shall not convert its existing equity share capital with voting rights into
equity share capital carrying differential voting rights and vice–versa.
4. The Board of Directors shall, inter alia, disclose in the Board’s Report for the financial
year in which the issue of equity shares with differential rights was completed, the
following details  total number of shares allotted with differential rights and the price at which such
shares have been issued;
 details of the differential rights relating to voting rights and dividends.
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 the percentage of the shares with differential rights to the total post issue equity
share capital with differential rights issued at any point of time and percentage of
voting rights which the equity share capital with differential voting right shall carry
to the total voting right of the aggregate equity share capital;
 particulars of promoters, directors or key managerial personnel to whom such
shares are issued.
 change in control, if any, in the company consequent to the issue of equity shares
with differential voting rights.
 diluted Earnings Per Share pursuant to the issue of such shares, calculated in
accordance with the applicable accounting standards.
 pre and post issue shareholding pattern along with voting rights as per clause 35 of
the listing agreement issued by Security Exchange Board of India from time to time.
5. The holders of the equity shares with differential rights shall enjoy all other rights such
as bonus shares, rights shares etc., which the holders of equity shares are entitled to,
subject to the differential rights with which such shares have been issued.
6. Where a company issues equity shares with differential rights, the Register of Members
maintained under section 88 shall contain all the relevant particulars of the shares so
issued along-with details of the shareholders.
7. The differential rights attached to such shares issued by any company under the
provisions of Companies Act, 1956, shall continue till such rights are converted with the
differential rights in accordance with the provisions of the Companies Act, 2013.
Thus, issuing equity shares with differential voting rights is by no means going to be a
simple exercise anymore. The Act and the rules have put forth stringent conditions and
extensive disclosure requirements in this regard. As of now the Section is applicable both to
Private and Public Companies. A proposal to exempt these requirements in case of a private
company has already been placed before the Parliament. The final outcome remains to be
notified.
********
ICSI - SIRC eNewsletter August 2014 Issue
Announcement for Members
INVITATION TO MEMBERS TO ENROL AS FACULTY
The ICSI -SIRC is conducting Oral Coaching Classes, Management Skills Orientation
Programme [MSOP], Student Induction Programmes [SIP], Professional Development
Programme [PDP] and Executive Development Programme [EDP]. The members are
requested to enroll themselves as FACULTY for oral coaching programmes and other
training programmes conducted by the ICSI – SIRC, thus sharing their knowledge with the
budding company secretaries. For further details please contact ICSI-SIRO, Chennai.
ICSI – SIRC LIBRARY
The library is having a wide range of facilities including internet access. Quite a number of
new books have been added. The refurbished library is having separate enclosures for the
members and students in order to enable them to pursue their academic pursuits in calm
atmosphere. Yearly Library Subscription: Rs.500/- for Members and Rs.200 for Students per
financial year. [April to March]. For further details please contact ICSI-SIRO, Chennai.
SPARING THE FACILITIES AT ICSI-SIRC HOUSE
The ICSI-SIRC House is having two halls – Dr A C Muthiah Conference Hall and LV B Hall.
These halls are being let out to conduct in-house meetings of the companies; arbitration
meetings; board meetings; EGM and other similar types of programmes. These halls are
having adequate facilities like mike facilities, lift, fully backed power supply, ample parking
space. The ICSI-SIRC is centrally located. For further details, please contact, ICSI-SIRO.
PMQ COURSES OFFERED BY THE ICSI
The Institute, as a part of building capacity of its members, offers Post Membership
Qualification (PMQ) courses on new and emerging areas with the aim to provide application
oriented knowledge to the members to enable them to render quality services in diversified
areas. A brief description of these PMQ Courses offered by the Institute is as under:
1. PMQ COURSE IN CORPORATE GOVERNANCE
The brochure of the course is available at:
https://www.icsi.edu/portals/0/Brochure_PMQ_CG_16042014.pdf
2. PMQ COURSE IN CORPORATE RESTRUCTURING AND INSOLVENCY
The brochure of the course is available at:
http://www.icsi.edu/WebModules/AboutUs/Courses/PMQ_CRI.pdf
ICSI - SIRC eNewsletter August 2014 Issue
63
Announcement for Members
ELECTION MATTER
Sub: Determination of Regional Constituencies under Rule 5 of the Company Secretaries
(Election to the Council) Rules, 2006
The duration of the 11th Council and the Regional Councils shall expire on 18th January, 2015.
The election for constitution of a new Council and Regional Councils are tentatively scheduled
on 12th December, 2014 at all places except Delhi and Mumbai. The elections at Delhi and
Mumbai are tentatively scheduled on two days, i.e., on 12 th and 13th December, 2014.
2. Rule 5 of the Company Secretaries (Election to the Council) Rules, 2006 provides that a
member, whose name is borne on the Register of Members on 1st day of April, 2014 shall be
eligible to vote in 2014 elections from the regional constituencies within whose territorial
jurisdiction his/ her professional address falls on the said date provided that his/her name has
not been removed from the Register on the date of publication of the list of voters. If the
professional address is not borne on the Register on the relevant date, the residential address
borne on the register shall determine his/her regional constituency.
3. In the case of members having their professional addresses outside India and eligible to vote,
their regional constituencies shall be determined according to their professional addresses in
India registered immediately before they went abroad or the residential addresses in India
borne on the Register of Members on the relevant date, whichever is later.
4. The professional addresses of the members whose names are borne on the register as on
date are available on the website of the Institute at:
http://www.icsi.edu/Facilities/MembersDirectory/tabid/1575/Default.aspx. The members are
advised to check their professional addresses and intimate at email Id:
vikash.srivastava@icsi.edu by 21st August, 2014, if any correction in the same is required.
5. A CD carrying the list of members as on 1st April, 2014 is available to a member on payment
of Rs.250 (Rupees two hundred and fifty only). A member interested in having a copy of the CD
may remit Rs.250 by way of cheque at par or demand draft payable at New Delhi favouring
“The Institute of Company Secretaries of India”, to the Membership Directorate of the Institute
at `ICSI House', 22, Institutional Area, Lodi Road, New Delhi 110 003.
6. The annual membership fee for the year 2014-15 became due on 1st April, 2014. The last
date for payment of fee has been extended up to 31 st August, 2014. The 31st August, 2014,
being a Sunday, the last date will be 1st September, 2014. The names of members, who do not
pay annual membership fee for 2014-15 by 1st September, 2014, shall stand removed from the
Register of Members w.e.f. 2nd September, 2014 and such members will not be eligible to vote
or stand for elections even though their names appeared on the Register of Members as on 1 st
April, 2014. In order to exercise their franchise, the members are advised to pay the annual
membership fee for 2014-15, if not already paid, by 1st September, 2014.
7. A member who has not yet obtained Identity Card may apply for the same by sending a
scanned image of his/ her latest photograph in .jpeg format indicating his/her name and
membership number at email Id: meena.bisht@icsi.edu
8. This Notice has been hosted on the website of the Institute at www.icsi.edu. This is being
published in August, 2014 issue of ‘Chartered Secretary’ and the forthcoming issues of
Newsletters of the Regional Councils.
30th July, 2014
( CS M.S. Sahoo )
Returning Officer, 2014 Elections
ICSI - SIRC eNewsletter August 2014 Issue
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65
Announcement for Students
Oral Coaching Classes
Stage
Date of
Commencement
Professsional Programme
Module-I and Module-III
Morning
for December 2014
Examination
Professsional Programme
Module-II Evening
for December 2014
Examination
Timings
Fee
08.09.2014
6.30 a.m. to
8.30 a.m.
Rs.5600/per Module
08.09.2014
6.00 p.m. to
8.00 p.m.
Rs.5600/-
Last date
for receipt
of
application
06.09.2014
06.09.2014
1st Residential Management Skills Orientation Programme
[R-MSOP]
The ICSI-SIRC is conducting its 1st Residential Management Skills Orientation Programme
[MSOP] from 10th September 2014 to 26th September 2014 at Saveetha School of Management,
Saveetha University, Velapanchavady, Chennai. The last date for registering to the program is
08th September 2014.
Batch No.
Date
1st Batch of
Residential MSOP
10th September 2014
to
th
26 September 2014
Venue of Programme
Saveetha School of Management
Saveetha University
162, Poonamallee High Road
Velapanchavadi
Chennai – 600 077
The participation fee for the R-MSOP is Rs.20,000/- [Rupees Twenty Thousand only].
For Further Details, Please Contact:
SIRC of The ICSI
ICSI-SIRC House, No.9 Wheat Crofts Road
Nungambakkam, Chennai 600 034
Tel No.28279898;28268685, 28222212
Email: siro@icsi.edu, v.balaji@icsi.edu
ICSI - SIRC eNewsletter August 2014 Issue
66
COMPANY SECRETARIES BENEVOLENT FUND
The Company Secretaries Benevolent Fund (CSBF) provides safety net to company
secretaries who are members of the Fund and their family members in distress.
CSBF
 Registered under the Societies Registration Act, 1860
 Recognised under Section 12A of the Income Tax Act, 1961
 Subscription / Contribution to Fund qualifies for the deduction under section 80G
of the Income Tax Act, 1961
 Has a membership of about 10,000
Eligibility
A member of the Institute of Company Secretaries of India is eligible for the
membership of the CSBF.
How to join
 By making an application in Form A (available at www.icsi.edu/csbf) along with
one time subscription of Rs.7,500/-.
 One can submit Form A and also the subscription amount of Rs.7500 ONLINE
through Institute’s web portal: www.icsi.in. Alternatively, he can submit Form A,
along with a Demand Draft or Cheque for Rs.7500 drawn in favour of ‘Company
Secretaries Benevolent Fund’, at any of the Offices of the Institute/ Regional
Offices/Chapters.
Benefits
 Rs.5,00,000 in the event of death of a member under the age of 60 years
 Rs.2,00,000 in the event of death of a member above the age of 60 years
 Rs.20,000 per child (upto two children) for education of minor children of a
deceased member
 Rs.60,000 for medical expenses
 Limited benefits for company secretaries who are not members of the CSBF
Contact
For further information/ clarification, please write at email id csbf@icsi.edu or contact
Ms. Anita Mehra, Desk Officer on telephone no. 011-45341049.
For more details please visit www.icsi.edu/csbf
ICSI - SIRC eNewsletter August 2014 Issue