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1

Issue No.2 March 2015

SIRC eNewsletter

Dear Professional Colleagues,

SOUTHERN INDIA REGIONAL COUNCIL

ChairmanCS Nagendra D Rao

CS Shastry P S

CS Sivakumar P

CS Dhanapal S

Vice Chairman

Secretary

Treasurer

Members

ICSI-SIRC HOUSE

No.9, Wheat Crofts Road

Nungambakkam

Chennai - 600034

www.icsi.edu

[email protected]

Mr. Bansal B K (Co-opted)

CS Ahalada Rao V(Ex-officio)

CS Ganapathi G M

CS Mohan Kumar A

CS Ramakrishna Gupta R

CS Gopalakrishna Hegde (Ex-officio)

FROM THE CHAIRMAN

CS Ramasubramaniam C(Ex-officio)

ICSI - SIRC eNewsletter, January 2015 IssueICSI - SIRC eNewsletter, ICSI - SIRC eNewsletter, February 2015 Issue ICSI-SIRC eNewsletter - February 2015 Issue ICSI-SIRC eNewsletter - February 2015 Issue ICSI-SIRC eNewsletter - March 2015 Issue ICSI-SIRC eNewsletter -

The President, The ICSI, CS Atul H Mehta alongwith CS Sutanu

Sinha, Chief Executive & Officiating Secretary, The ICSI visited th thChennai on 28 & 29 March 2015 to participate in various

programme organized by SIRC. The President, The ICSI

inaugurated the One Day Seminar on Updates on Company Law &

Secretarial Audit. The Seminar evoked good response from the

Members and I thank all the delegates who have attended and

enriched through the deliberations. I thank the Team - SIRO for their

support in making all the programmes a grand sucess.

The Chairmen of all the Chapters in the Southern Region had a thmeeting with President, The ICSI and Chairman, SIRC on 29

March 2015. I am greatly impressed by the interest and enthusiasm

displayed by each one of the Chapter Chairman in realizing the

goals set for the year 2015. During the deliberations the President

ICSI assured the Chapters to strengthen the infrastructure facilities

in order to provide best services to members and students.

Secretarial Audit is now in place for certain class of companies. A

number of workshops and programmes are being organized

throughout the country to build the capacity of the members to take

up the Secretarial Audit.

It is not adequate for Company Secretaries to have expertise only in

Companies Act, 2013 but also under other laws applicable to a

Company. Towards this direction the SIRC is proposing to organize

continuous education programme with a leading Law Firm on the

important laws other than Companies Act.


The details are being finalized and same will be communicated separately. I request all the members to

make use of the programmme, to enhance their knowledge.

The Corporate Membership Scheme of SIRC for year 2015-2016 has been announced. I request all the

Members to enroll and reap the benefits of the Scheme. The scheme will be very useful to the members for

updating of knowledge as well to earn the mandatory Programme Credit Hours.

stThe Annual Membership fee for the year 2015-16 is due from 1 April 2014 and the fee will be collected by the

Regional Office. Members may also use the facility of online payment. The last date payment of membership thfee is 30 June 2014.

I invite the members who have a flair for teaching to offer their service to SIRC to take up Class Room

Teaching.

Members who have a passion for writing articles may contribute to eNewsletter of SIRC.

I request all the members to kindly share their suggestions, views on the programmes to be organized and

any other matter of professional interest and the same may be send to [email protected].

With Warm Regards,

Yours Sincerely

CS Nagendra D Rao

Chairman, ICSI-SIRC

[email protected]

Issue No.2 March 2015

Tentative Programme Schedule 4

SIRC Activity Report 5

Chapter’s Activity Report 12

Article 38

Announcement for Members 48

Announcement for Students 53

INDEX


TENTATIVE PROGRAMME SCHEDULEof SIRC of the ICSI

For the Month of April 2015

Sl.No

Paid/Free Date Venue/PCH Event Speakers

1 Free 04.04.2015 ICSI – SIRC House

PCH-1

Study Circle Meeting on “Anatomy of Financial Statement Fraud”

CS Guruprasad V Management Consultant, Bangalore

2 Paid 11.04.2015 ICSI – SIRC House

PDP-4

Half Day Seminar on “Understanding and Excelling in Tally Programme” for Students

Mr. N.S. Sriram, Tax and Insurance Consultant, Chennai

3 Paid 18.04.2015 ICSI – SIRC House PCH-2

Half Day Seminar on “ LLP and Inspection & Investigation”

Confirmation from Speakers awaited

4 Free 20.04.2015 ICSI - SIRC House

PCH-1

Video Discussion on“Dealing with Diversity”


5 Paid 25.04.2015 ICSI – SIRC House

PCH-2

Half Day Seminar on “Secretarial Audit with special reference to Non-Banking Finance Companies”


6 Paid 24.04.2015,25.04.2015 & 26.04.2015

ICSI – SIRC House

PDP-24

Three Day Workshop on “Secretarial Practice, Accounts & Finance, FEMA, SEBI and RBI Act” for Students


The ICSI – SIRC will be organizing continuous programmes on various applicable laws relating to Secretarial Audit. The details will be announced separately.

Date

* It is only tentative, separate email be sent before each programme


SIRC Activity Report SIRC Activity Report SIRC Activity Report SIRC Activity Report Joint Half Day Programme on Post Budget Analysis 2015

Colloquium on Union Budget 2015

Half Day Seminar on “Enhancing Productivity through MS Excel - Hands on Training”

ndInaugural Session of 22 Batch of Management Skills Orientation Programme

The ICSI – SIRC jointly with FICCI – Tamil Nadu State Council and Ernst & Young nd

organized the Post budget Analysis 2015 on 2 March 2015 at Hotel Hyatt Regency, Chennai. Mr. J. Chandramouli, Convenor, Finance & Taxation, FICCI Tamil Nadu State Council gave the welcome address. CS A. Mohan Kumar, Member, ICSI – SIRC introduced the Theme and also gave a brief presentation on the salient features of the Union Budget 2015. Mr. R. Anand, Partner, Ernst & Young was the key note speaker. He spoke in detail on the Direct Tax implication of the Budget and also analyzed the impact of the proposals on Trade & industry. Mr.

T. Jayasankar, CCIT – I (CCA) & Director General of income Tax (Investigation), Chennai was the Guest of Honour. The Inaugural Session ended with formal vote of thanks by Mr. Ruban Hobday, Head, FCCI.

Mr. N. Muralidharan, Partner – Direct Tax, E&Y spoke on Direct Tax proposals of the Budget and Mr. Sriram, Partner – Indirect Tax, EY spoke from Indirect Tax point of view. Panel Discussion on Budget was very lively and the same was moderated by Mr. R. Anand, Partner, E&Y.

The ICSI - SIRC organized the Colloquium on “Union Budget 2015” on 02.03.2015. CA Gopal Krishna Raju, (Member, SIRC of ICAI), Partner - Taxation & Assurance, K.Gopal Rao & Co., Chartered Accountants, CA V. P. Manavalan, Chartered Accountant, Chennai were the speakers. CS A. Mohan Kumar, Member, ICSI – SIRC welcomed the speakers & the Members and introduced the speakers.

CA Gopal Krishna Raju dealt on the Union Budget 2015 from the Direct Tax point of view and explained the tax rates for individuals and Corporates. He also listed out the proposals of Union Budget 2015. CA V P Manavalan, analyzed the Union Budget 2015 from Indirect Taxation point of view. He highlighted the impact of Indirect Taxes and also the amendments made in Finance Act. He listed out the mega exemption and negative list. CS A. Mohan Kumar, Member, ICSI-SIRC proposed the formal vote of thanks.

The ICSI - SIRC organized a Half Day Seminar on Enhancing Productivity through thMS Excel - Hands on Training” on 7 March 2015 at ICSI–SIRC House. CA Gopal

Krishna Raju, (Member, SIRC of ICAI), Partner - Taxation & Assurance, K.Gopal Rao & Co., Chartered Accountants, Chennai were the speaker. CS Nagendra D Rao, Chairman of SIRC welcomed the speaker and introduced the speaker.

CA Gopal Krishna Raju demonstrated with live examples in Excel. Hand on training where experienced by the delegates. Calculation of Income Tax in excel and other accounting related aspects where also demonstrated by CA Gopal Krishna Raju. CS A. Mohan Kumar, Member, ICSI-SIRC proposed the formal vote of thanks.

ndThe ICSI - SIRC organized the 22 Management Skills Orientation Programme th

[MSOP] from 11 March 2015 to 27th March 2015 at ICSI – SIRC, Chennai. Dr. CS B. Ravi, (Past Chairman, ICSI-SIRC), Practising Company Secretary Chennai was the Chief Guest.

Ms. Sarah Arokiaswamy, Regional Director, ICSI–SIRC welcomed the dignitaries and the participants. CS Nagendra D Rao, Chairman of SIRC introduced the Chief Guest to the participants and spoke on the salient features of the Companies Act. 2013.

Dr. CS B. Ravi in his address congratulated the participants for successfully completing the CS Course. He advised the participants to excel in the professional field, be a good listener, interact with faculty members and build network among the other participants. He also pointed out that the Companies Act, 2013 has given ample opportunities for CS and enlarge the scope from Company Law and venture into other areas like Arbitration, Corporate Laws, Labour Laws, etc. The Inaugural session ended with the formal vote of thanks by CS A. Mohan Kumar, Member, ICSI-SIRC.


SIRC Activity Report SIRC Activity Report SIRC Activity Report SIRC Activity Report

Video Discussion

Study Circle Meeting on Trade Mark Registration & Recent Developments

Half Day Seminar on Preparation of Annual Return & Board's Report

Joint Seminar on The Companies Act, 2013 with Sir Theagaraya College

The ICSI - SIRC in association with Madras Management Association organized a Video Discussion on the topic " Teamwork In Crisis: The Miracle

thof Flight 232” on 11 March 2015 at 6.30 pm. Mr Varadharajan, Corporate Trainer, Chennai was the facilitator.

CS Nagendra D Rao, Chairman, ICSI - SIRC welcomed the facilitator and all present. CS A. Mohan Kumar, Member, ICSI-SIRC introduced Mr Varadharajan.

Mr. Varadharajan, explained how the video discussion would enable the members to understand and appreciates the true meaning of teamwork in life and will also help in their professional pursuit . Then an edited version of the movie 'The Miracle of Flight 232' was played on the screen. Thereafter the participants discussed and interacted with the facilitator on the film to bring forth the struggles and efforts taken as team. The Video Discussion ended with formal vote of thanks by CS A. Mohan Kumar, Member, ICSI-SIRC.

The ICSI - SIRC organized a Study Circle Meeting on “Trade Mark Registration & thRecent Developments” on 13 March 2015. Mr. R. Sathishkumar, Advocate, Chennai

was the speaker. CS A. Mohan Kumar, Member, ICSI – SIRC welcomed the speaker and introduced him to the members.

Mr. Sathishkumar, briefly traced the history of IP Law and Trademarks in India. He explained the importance of Trademarks. He then elaborated the procedural aspects of

Trademarks registration. He also highlighted the recent developments in Trademarks and listed out the advantages of Trademarks registration. The Meeting ended with formal vote of thanks by CS A. Mohan Kumar, Member, ICSI-SIRC.

The ICSI - SIRC organized a Half Day Seminar on “Preparation of Annual Return & thBoard's Report” on 14 March 2015 at ICSI – SIRC House Chennai. CS S. Eshwar,

and CS P. Sriram, Practising Company Secretaries, Chennai were the speakers. CS A. Mohan Kumar, Member, ICSI-SIRC welcomed the speakers and introduced the speakers to the delegates.

CS Eshwar in his lucid presentation covered the importance of Annual Return, applicability, wider content of Annual Report and filing. CS Sriram dealt on preparation of Board's Report. In his presentation he compared the Directors' Report under the Companies Act, 2013 vis-a-vis Companies Act,1956. Then he elaborated the Board Report Disclosure requirements, structuring and the signatories. He also highlighted the penalty for non-compliance under Companies Act, 2013 & under Listing Agreement. The seminar ended with formal vote of thanks by CS A Mohan Kumar, Members of SIRC.

With the novel idea of updating the Faculty Members of Colleges on Companies Act, 2013 and with the object of enrolling the students of various colleges to our Company Secretaryship Course, the Southern India Regional Council of Institute of Company Secretaries of India and Department of Commerce, Sir Theagaraya College, Chennai jointly organized a One Day Workshop on 'The Companies Act 2013' at ICSI – SIRC House, Nungambakkam, Chennai.


SIRC Activity Report SIRC Activity Report SIRC Activity Report SIRC Activity Report The workshop was inaugurated by CS Nagendra D. Rao, Chairman, ICSI – SIRC. The inaugural session was presided over by Dr. G. Ravichandra Babu, Principal, Sir Theagaraya College, Chennai. Ms. Sarah Arokiaswamy, Regional Director, ICSI – SIRO, who is instrumental in organizing the workshop, welcomed the dignitaries. Dr. G. Ravichandra Babu, in his presidential address thanked the ICSI – SIRC for partnering with his college in organizing the workshop. He requested the Chairman, ICSI – SIRC to continuously partner with his college in conducting various programmes. CS A. Mohan Kumar, Member, ICSI – SIRC also spoke on the occasion.

In his inaugural address, CS Nagendra D. Rao, thanked Sir Theagaraya College, Chennai for partnering with ICSI – SIRC and thanked the faculty members for participating in large numbers. He explained in brief the important provisions in the Companies Act, 2013. He also requested the faculty members to create awareness about the Company Secretaryship Course and requested the faculties to enroll their students to our Company Secretaryship Course.

The inaugural session concluded with the formal vote of thanks by Dr. K. Vasuki, Head, Department of Commerce, Sir Theagaraya College, Chennai.

The workshop was divided into four sessions and handled by experts. The details are given below:

In the first session, CS R. Prakash, Deputy General Manager, Legal and Group Company Secretary, HC Kothari Group of Companies, Chennai made a presentation on an overall view of the Companies Act 2013. He presented in a lucid manner, which were well received by the faculty members.

CS K. Ramesh, Corporate Lawyer, Chennai was the speaker for the second session. He addressed the faculty members on 'Applicability of the Companies Act 2013 to Small and Medium Companies'.

The third session was addressed by CS Pradeep Ramakrishnan, Assistant General Manager, Southern Regional Office, Securities Exchange Board of India, Chennai. The topic was 'Corporate Governance, CIS Regulations & Insider Trading'.

CS Gopal Krishna Raju, Practising Chartered Accountant, Chennai [Member, SIRC of ICAI] spoke on 'Accounts and Audit under the Companies Act 2013' in the fourth session.

Around 110 faculty members from various colleges in Chennai and outstation participated in the workshop. The faculty members thanked the ICSI – SIRC and Sir Theagaraya College, Chennai for organizing this workshop of high importance. The workshop concluded with the summing up of the proceedings of the whole day programme and vote of thanks by Ms. Sarah

Arokiaswamy, Regional Director, ICSI – SIRO.

Dr. K. Vasuki thanked the Management, Principal and staff of her department for their support in successfully organizing the programme.

Session – I

Session – II

Session – III

Session – IV


SIRC Activity Report SIRC Activity Report SIRC Activity Report SIRC Activity Report Study Circle Meeting on Recent Updates on Service Tax

ndValedictory Session of the 22 Batch of Management Skills Orientation Programme

One Day Seminar on Updates on Company Law & Secretarial Audit

The ICSI - SIRC organized a Study Circle Meeting on “Recent Updates on Service thTax” on 20 March 2015 at ICSI-SIRC House. CA N. K. Bharath Kumar, Partner,

Sanjiv Shah & Associates, Chartered Accountants, Chennai was the speaker. CS A. Mohan Kumar, Member, ICSI – SIRC welcomed the speaker and introduced him to the members.

CA Bharath Kumar in his address highlighted the new Notifications and Forms including New Rate of Service Tax and Cess on Services, exemptions introduced

and CENVAT Credit Rules. He then spoke on how to prepare Service tax return step by step and the impact of Service tax changes on Manpower Supply & Security Services The Study Circle Meeting ended with the formal vote of thanks by CS A. Mohan Kumar, Member of SIRC.

Nagendra D Rao, Chairman, ICSI - SIRC was the Chief Guest for the Valedictory nd

Session of the 22 batch of MSOP of ICSI – SIRC. CS P.S. Shastry, Vice-Chairman, CS A. Mohan Kumar, Member and Ms. Sarah Arokiaswamy, Regional Director, ICSI – SIRO were also present. The Valedictory programme was co-ordinated and conducted by the participants themselves.

CS Nagendra D Rao in his valedictory address spoke on the opportunities for Company Secretaries under Companies Act, 2013. He also spoke CS has a big role to

play and he requested the MSOP participants to follow and adhere Good Governance. CS Nagendra D Rao wished them the best for future endeavours. CS P.S. Shastry spoke on ethics and advised them to update in order to climb the profession ladder. Mr. Mohan Kumar stressed on goal setting, family values to be a successful profession.

The participation certificates were distributed by the Chief Guest and dignitaries.

Ms. Sarah Arokiaswamy, Regional Director, ICSI – SIRO congratulated the participants and invited them to contribute articles for eNewsletter, attend the professional development programmes of the Institute, and thereby earn the required credit hours apart from being updated. She also stressed the need to become members of CSBF and express solidarity to the members in times of distress.

The ICSI - SIRC organized a One Day Seminar on “Updates on Company Law and thSecretarial Audit” on 28 March 2015 at Hotel The RainTree, Chennai. CS Atul H Mehta,

President, The ICSI was the Chief Guest.

Chief Guest CS Atul Mehta, President of ICSI, spoke on the recent developments on

Secretarial Audit, concern & expectation from members. He then highlighted the

initiatives of the Institute and he also informed that capacity building programmes were

being organized by the ICSI to equip the members on

Secretarial Audit.

Earlier CS Satwinder Singh and CS Ramasubramaniam C., Council Members, The

ICSI also spoke on the occasion. The Inaugural Session ended with a formal vote of

thanks by CS P.S. Shastry, Vice-Chairman, ICSI – SIRC.

.

CS

Inaugural Session

CS Nagendra D Rao, Chairman, ICSI – SIRC welcomed the dignitaries and delegates and introduced the Chief Guest to the august gathering.


SIRC Activity Report SIRC Activity Report SIRC Activity Report SIRC Activity Report First Technical Session - Contentious issues in Companies Act, 2013

Second Technical Session - Secretarial Audit

Third Technical Session – Restructuring under Companies Act, 2013

Members Interaction Meet

CS. A. Mohan Kumar, Member, ICSI – SIRC welcomed and introduced the speaker CS Satwinder Singh, (Council Member, The ICSI), Partner, Vaish Associates, New Delhi. In his address he elaborately spoke on the contentious issues in Companies act, 2013 starting from issuance of share capital, Right issue, ESOP, Private Placement, issue of Bonus Shares, Kinds of Share Capital, Voting Rights and Buy-back or giving of loan for purchase of its own shares. He then gave a brief update on the Recent Notifications and the practical issues faced by the corporates on Related Party Transactions.

CS Keyoor Bakshi, (Past President, The ICSI), BNP Associates, Company Secretaries, Mumbai was the speaker. CS Ganapathi G.M., Member, ICSI – SIRC welcomed and introduced the speaker. CS Keyoor Bakshi spoke on the applicability of Secretarial Audit to certain class of companies. He then elaborated on the practical issues involved while doing Secretarial Audit with the help of examples. He also covered in his presentation the Audit process, benefits, contents, scope and methodology of Secretarial Audit.

Mr. P. H. Arvindh Pandian, Senior Advocates & Additional Advocate General, Govt. of Tamilnadu was the speaker. CS P.S. Shastry, Vice-Chairman, ICSI –SIRC welcomed and introduced the speaker. Mr. Arvind Pandian, started with meaning of Restructuring and then he listed out the types of Restructuring. He explained in detail Capital Restructuring through Increase of Capital, Reduction of Capital, Buy Back and Conversion. He also widely covered Restructuring through Mergers and Amalgamations

The ICSI - SIRC organized a Members Interaction Meeting with CS Atul H Mehta, President and CS Sutanu Sinha, Chief Executive & Officiating Secretary, The ICSI

thon 28 March 2015 at Hotel The RainTree, Chennai. CS Nagendra D Rao, Chairman, ICSI – SIRC welcomed the dignitaries & Members and introduced the President to the Members.

CS Sutanu Sinha in his speech highlighted the Major initiatives of the Institute and also advised the members to

conduct Secretarial Audit in a true and fair manner and ensure the auditing of the compliances of the corporates. He requested the members to keep in touch with the institute and share their views and comments periodically. He also requested members to share their email address with Institute to receive better service.

CS Atul Mehta, President of ICSI spoke in details on the efforts, initiatives taken by the Council for the benefit of the profession. He gave an updates on the various measures taken to build the capacity of Members through Workshops, Seminars, Interactive Meeting on various topics including Secretarial Audit. Then he invited members for interaction. The queries raised the members were alley clarified by CS Atul H Mehta, President, and CS Sutanu Sinha, Chief Executive & Officiating Secretary, The ICSI and also the valuable

views/suggestions were taken note for consideration. There a was lively interaction by member present and meeting ended with a formal vote of thanks by CS P.S. Shastry, Vice-Chairman, ICSI - SIRC


SIRC Activity Report SIRC Activity Report SIRC Activity Report SIRC Activity Report Report on Press Meet with President, The ICSI

Report on Meeting of Head of the Department of Colleges with President, The ICSI

CS Atul H. Mehta, President, The ICSI addressed the press meet. In his address,

Shri Atul H. Mehta explained about various initiatives taken by the Institute.

Student Education Loan in collaboration with Canara Bank, establishment of ICSI

Call Centre, Grievance Solutions Cell were the major initiatives taken by the

Institute, he observed. The President also detailed about launching of CS

TOUCH: Mobile APP for students and members for Android enabled mobiles. He

also explained about introduction of full time integrated CS course. He spoke on

the significant role played by the Company Secretaries as Key Managerial Personnel along with the Chief

Executive Officer, Managing Director, Chief Financial Officer under the Companies Act, 2013.

CS Atul H. Mehta, President, The ICSI addressed the teaching faculty of the various

Colleges and apprised them of the Institute and CS course. He also highlighted the

role and recognition of Company Secretary in the light of Companies Act, 2013. The

President requested the faculty members to organize career awareness programme

in their respective colleges and guide the students to register for the CS course. The

employment opportunities available both in employment and in practice was well

explained by him.

CS Sutanu Sinha, Chief Executive and Officiating Secretary, The ICSI also addressed to faculty members. CS

Nagendra D Rao, Chairman, ICSI-SIRC, CS Ramasubramaniam C, Council

Member and CS A. Mohan Kumar, Member, ICSI-SIRC were also present at the

meeting.

Earlier, CS Nagendra D Rao, Chairman, ICSI-SIRC welcomed the faculty

members.

Report on Students Meet with President, The ICSI

CS Atul H. Mehta, President, The ICSI addressed the students who have gathered at

the meeting. He talked about “Initiatives of ICSI for the development of Students”.

CS Nagendra D Rao, Chairman, ICSI-SIRC, CS Sutanu Sinha, Chief Executive and

Officiating Secretary, The ICSI, CS Ramasubramaniam C, Council Member and

CS A.Mohan Kumar, Member, ICSI-SIRC were also present at the meeting.

The President explained in details about various steps being taken by the

Institute for the benefit of the students. He urged them, being professional

students, apart from studying Institute's study material, advised them to go

through previous years question papers, read Chartered Secretary Journal,

Newspapers Daily (Business Newspapers), visiting the Institute's website for

academic purpose regularly. The interaction by the President with the students

made the meeting lively and obtained greater importance. CS Nagendra D Rao,

Chairman, ICSI-SIRC proposed formal vote of thanks.


SIRC Activity Report SIRC Activity Report SIRC Activity Report SIRC Activity Report


Report on the 'Investor Awareness Programme' organized by SIRC during March 2015. In order to create awareness among the stakeholders about the investment in stock market, as per the

instruction from MCA, SIRC organized 5 such programmes at various colleges in Chennai and Thiruchirapilly.

Dr. TK Sridhar, Practising Cost Accountant, Trichy, Shri. AR Vasudevan, Manager, CDSL and Shri.S.Srikanth,

Practising chartered account were the speakers for the programmes.

Details of the programme given below.

Sl.no College/Institutions Date

1 Gurunanak college, Chennai 09.3.15

2 Sir Thyegaraya college, Chennai 13.3.15

3 Srimad Andavan Arts &Science college, Trichy 16.3.15

4 Dr.MGR (Educational & Research) University,

Chennai

18.3.15

5 Roever Institute of Management, Peranbalur,

Trichy

18.3.15

6 Shivani Institute of Management, Trichy 24.3.15

7 DB Jain Arts & Science college, Chennai 25.3.15

8 Natesan Institute of cooperative

Management, Chennai

30.3.15

BANGALORE CHAPTER

TWO DAY PROGRAM ON SECRETARIAL AUDIT

st1 Technical Session:-

th thBangalore chapter organized a 2 day program on secretarial audit on 6 & 7 February 2015 at Bangalore

chapter premises.

The Program was presided by Chief Guest Mr. T.R.Srinivas, Managing Director, o3 Capital Global Advisory Pvt

Ltd who inaugurated the program in the presence of CS Gopalakrishna Hegde, Central Council Member, The

ICSI and CS Nagendra D Rao, Chairman, SIRC of ICSI, CS Ganapathi Bhat, regional Council member, SIRC

of ICSI, CS Dattatri H.M, Chairman, Bangalore Chapter and CS Vasanth Kumar, Secretary, Bangalore

Chapter.

CS Dattatri H.M, Chairman, Bangalore Chapter welcomed the gathering and informed them that this is the first

program being organized by the new managing committee of Bangalore chapter after assuming the office on th

24 January 2015.

CS Gopalakrishna Hegde, central Council Member, The ICSI, during his address thanked all the members for

electing him to the council and said that the new managing committee of Bangalore Chapter has the youngest

members who are enthusiastic and willing to dedicate their time for the betterment of Chapter, Members and

Students. He requested the Members to focus on the areas which the members need clarity in the Secretarial

Audit Report.

CS Nagendra D Rao, Chairman, SIRC of ICSI welcomed the gathering and said that Bangalore Chapter will be

given the first preference in all the new initiatives being taken by SIRC.

Mr. T.R.Srinivas, Chief Guest, congratulated Bangalore Chapter for organizing the program on Secretarial

Audit, and thanked the chairman and MC of Bangalore Chapter for inviting him as chief guest.

The first technical session during the program was taken by CS V Sreedharan, Past Council Member, The ICSI

on Policy Framework, Nuances & Intricacies of Secretarial Audit. The speaker explained that in April, 2011, the

Council of Corporate Secretaries (CSIA) passed a resolution recommending to the WTO the creation of a

specific heading in the Services Sectoral Classification List titled “corporate governance, compliance and

secretarial advisory services.” The sub-category includes “Secretarial Audit and compliance audit services.”

While explaining the evolution of secretarial audit he said Until 2000 it is only Securities related Audit (Clause

47C), and in February 2000 it was – Corporate Governance (Clause 49), and it was Companies (Compliance

Certificate) Rules, 2001 (Section 383A) which said it is for Unlisted companies with paid-up capital of Rs 10

lakh or more and also required even if company had a Company Secretary in employment (applicable from

December 31, 2002) and Secretarial Audit Report for reconciliation of total admitted capital with depositories

and total issued and listed capital (CA or CS), and then to Annual Return Certification and Due Diligence

certificates / reports for IPO, open offer, bonus issue, GDR issue, etc. and MCA Voluntary Guidelines, 2009,

and to Secretarial Audit and Annual Return certification (Companies Act 2013).

Chapters’ Activity Report


The Speaker said that the beneficiaries of Secretarial Audit would be Assurance of Compliances to:

Companies, Directors, Management, Shareholders, Creditors / Trustees, Credit Rating Agencies, Regulatory

Authorities, Other Stakeholders

The Speaker also explained the appointment and eligibility of secretarial auditor, removal and resignation of

secretarial auditor, documents and methodology required for audit, apart from explaining form no MR 3 etc, and

duties of secretarial auditor before concluding his session.

The Second technical session was taken by Dr. K.S.Ravichandran, Managing Partner, KSR & Co, Company

Secretaries, LLP, Coimbatore, on How to prepare for a Secretarial Audit: Systems, documentations, self

training and training for staff, Communications with the clients, setting up the scope.

Dr Ravichandran started his presentation by explaining the gathering on the objectives and scope of secretarial

audit and stated that the Scope varies from company to company; industry to industry; depends upon types of

company; depends upon applicable laws, rules and regulations; depends upon client stipulated outer limits;

depends upon scope defined by law. The Speaker said that the secretarial audit methodology has three phases

which are as below:-

Introductory Phase –input collection and initial basic analysis; understanding of applicable law; study of level of

compliance; preparing check lists;

Operational Phase – Applying check lists and test tools; raising issues and seeking clarifications; studying

relevant articles, opinions, case law and formation of opinions;

Delivery Phase – Discussion with KMPs and Preparing, signing and delivering the Secretarial Audit Report.

The Speaker also explained the three aspects of secretarial audit would be to:

1) Study the nature of Business of the Company and Understand the Segments and Understand

applicability of Special Regulations,

2) Understand its size and level and geographical boundaries ,

3) Study its associates, joint ventures, subsidiaries – different types of subsidiaries.

The Speaker also explained the three important inputs:

1) Information in the Public, Audit Observations, Rejections by Regulators such as ROC / RBI / SEBI /

STOCK EXCHANGES / CCI

2) Show cause Notices, Inspections, Investigations, Notices of Enquiry, Raids,

3) Litigations, Legal Proceedings, Disputes, Prosecutions and Penalties, Oppression and

Mismanagement cases, Class action suits, tortious liabilities.

nd2 Technical Session:



While explaining the audit requirements he said Sufficient and complete access to books and records of the

Company or other related entities concerned so as to carry out our audit in an appropriate manner.

Association with a single point of contact who shall be an authorized person representing the company with

respect to compliance aspects.

Seek information / require interaction with designated officers, agents or authorized representatives of the

Company.

The Speaker also explained illustrative cases pertaining to the topic before concluding his session.

The third technical session during the program was taken by CS J.Sundharesan, Past chairman, Bangalore

Chapter of ICSI on Concepts and conventions of Audit - as applicable to Secretarial Audit, Concept of

Materiality, Risk Perspectives, verification of governance systems in the client organization, Objectively

Obtaining and Evaluating Evidence, standards in communication between a PCS and client.

The Speaker explained the concept of audit and stated Auditing is a systematic process of objectively obtaining

and evaluating evidence regarding assertions about economic actions and events to ascertain the degree of

correspondence between those assertions and established criteria and communicating the results to

interested users.

He also explained the gathering on the conventions of audit, the risk perspectives, governance systems and

their verification systems, standards in communication etc before concluding his session.

The 2 day program also had sessions by CS Rajesh Narang, Vice President – Legal & Company Secretary,

Mindtree Limited on Regulations and Guidelines under SEBI Act: Preparations and Important compliances to

be looked into in the context of Secretarial Audit, CS S kailasam , Financial Controller-cum-Company

Secretary,Unisys India Private Limited, on Economic laws, particularly FEMA: Preparations and Important

compliances to be looked into in the context of Secretarial Audit. Panel Discussion on Industrial Perspectives

and Expectations from Secretarial Audit by CS C.P. Sounderarajan, Chief Secretarial Officer, GMR Group , CS

V.Ramachandran, Company Secretary, Wipro Limited, CS A.M. Sridharan, Company Secretary in Practice,

Chennai, CS S.Kannan, Past Chairman, Bangalore Chapter of ICSI.

CS G.V. Srinivasa Murthy, Past Chairman, Bangalore Chapter, took session on Secretarial Audit Report:

Format, Contents, coverage and other presentation standards & Protection from the financial liability - Audit

Risks, Insurance and Disclosures and Management Representations.

3rd Technical Session:-



The Speaker Explained Important Sections to be kept in mind Under the Companies Act 2013 and informed

Scope of the Secretarial Audit , formats, Disclosures and Management Representations(DMR) . The Speaker

explained the Preparation and conducting of Secretarial Audit by explaining the process from obtain

engagement letter from the company, meeting the top management and give a brief about the scope and the

methodology proposed for carrying out the secretarial audit, getting a note on the internal processes followed

by the company, studying the business activity of the company, listing out the acts both central and state as may

be applicable to the company, listing out the rules both central and state as may be applicable to the company,

preparing checklist with specific queries and hand it over to company for producing the registers, records, files,

return, challans etc., for verification, taking assistance of experts in the respective legal domain where

necessary, fixing the dates for carrying out the audit and request for all the records to be kept ready, giving a

good briefing to the audit team, guiding the audit team to carry out the audit diligently, efficiently and effectively.

He Explained that the auditor must conduct the audit by leading the team and ask the team to keep all the audit

notes in files, preserve working papers and documents collected from the company , prepare a draft of the

Secretarial Audit Report based on verification of documents and audit papers maintained by the audit team with

necessary observations and qualifications wherever considered necessary, make a presentation to the MD and

top management (company's secretarial, legal and HR head) on key points of the draft Secretarial Audit Report

,submit detailed draft secretarial audit report to the Director Finance, company's secretarial , legal and HR

head for perusal and comments, carry out corrections wherever necessary based on the facts / clarifications /

documents provided, prepare the final Secretarial Audit Report in at least 5 sets and hand over 4 sets to

company after affixing the signatures

keep one copy of the signed Secretarial Audit Report for records.

The Session concluded with vote of thanks to the speakers by CS Vasanth Kumar, Secretary, Bangalore

Chapter.

th st ndThe ICSI Bangalore Chapter had organized 11 CS Students' State Level conference on 21 & 22 February

2015 at the Chapter Premises, Bangalore.

More than 350 students from different parts of the southern India attended the conference.

:

CS Dattatri H M, Chairman, Bangalore Chapter of SIRC of the ICSI during the Inaugural Session welcomed all

the students and informed that this conference is the first of its kind, as it is the first conference in the new

Chapter premises, first conference which is being witnessed by The President of ICSI, first conference where

The ICSI HQ has deputed a Joint Director for addressing the Students, first conference where Chairman, SIRC

of ICSI, Central Council Member of the ICSI and President of ICSI are participating.

th11 CS Students' State Level Conference

Inaugural Session



The Chairman, Bangalore Chapter then introduced the Chief Guest CS Milind D Kulabkar, Associate Director,

Legal & Company Secretary, Cognizant Global Services Pvt. Ltd, and the dignitaries inaugurated the

programme by lighting of lamp.

CS Milind Kulabkar in his Inaugural address to the participants emphasized that it's the beginning of new day,

new thoughts, new actions and new learnings. Highlighting the developments taking place in the New

Companies Act he appraised the challenges and opportunities created in the act. He advised participants to

convert every challenge into an opportunity which gives way to enhanced recognition to CS. He urged the

students to always do SWOT analysis, and told them that they should visualize that they are already CS. He

urged that everyone should focus in the area of their interest and become expert in it. He then asked the

participants to be happy in whatever they do by saying “Hakuna Matata” be happy always.

After inaugural session, the Students were divided in to three groups to attend the split sessions conducted in 3

different places in the same premises at the same time This was the new experiment by the Bangalore Chapter

to have close focus on each the students attending the seminar and that was a success much appreciated by

the students.

Ms. Srividya Nagaraju, Learning facilitator, conducted Management games for the students including different

activities related to networking, Ice breaking, confidence building, and communication.

There were sessions on FEMA and Interview Skills by CS Anup Kulkarni, Technical session on FEMA by CS

Madhwesh, Technical Session on the Listing Agreement by CS Kannan, during the day.

The conference also provided the platform to the students to learn and share their knowledge and improve their

soft skills by organizing debate, group discussion, presentation by teams on Corporate Laws and quiz contest.

stCultural program was organized at the end of 1 day of the conference.

On the second day Mr. A.K.Srivastava, Joint Director, training, The ICSI, who informed all the students about the

Institute, the latest developments, new training structure, examinations, switch over from old syllabus to new

syllabus, merit scholarships, exemption criteria from subjects etc. He clarified all the queries raised by the

students during the session. The participants were very much impressed by the way the session was taken by

Mr. A.K. Srivastava.

Ms. Geetha, CEO, Career Confidence, took session on topic “Represent yourself” where in the speaker

informed the students to understand how to train one's mind to get adapted to the techniques of thorough

concentration which is the essence of successful living. The Speaker then advised the participants to indulge

oneself in effective communication and keep hesitation away, and advised to read and hear good things put

efforts in achieving their desires and ultimately to believe in oneself

Parallel Sessions



Valedictory Session:

The Valedictory session of CS Students Conference was presided by Chief Guest CS Atul H Mehta, President,

The ICSI along with other dignitaries CS Gopalakrishna Hegde, Central Council Member, The ICSI, CS

Nagendra D Rao, Chairman, SIRC of The ICSI, CS Dattatri H M, Chairman, Bangalore Chapter, CS Vasanth

Kumar, Secretary, Bangalore Chapter.

CS Dattatri H M, Chairman, Bangalore Chapter during his address welcomed the dignitaries. He then

congratulated all the participants and volunteers for making the program a grand success. He then thanked Dr.

D. G. Shetty, for bringing his students from Dharwad to the conference and thanked him for his continuous

support extended to Bangalore Chapter. He also wished all success to the student for the upcoming results to thbe declared on 25 February 2015.

CS Nagendra D Rao, Chairman, SIRC of ICSI, during his address welcomed CS Atul H Mehta, The President,

ICSI , and congratulated Bangalore Chapter for organizing such a grand event. During his address he assured

the students that 100% support from SIRC of ICSI, Bangalore Chapter and ICSI. Chairman, SIRC also urged

the students to use the facilities provided by Bangalore Chapter to the maximum extent and wished them all

the success in future. Chairman, SIRC also wished all the very best to the students for the results to be th

declared on 25 February 2015.

CS Gopalakrishna Hegde, Central Council Member of ICSI congratulated all the students for attending the

conference, He informed that he has attended all the 11 student conferences conducted by Bangalore

Chapter. He assured the president all the support from all the Members of Bangalore Chapter, Students, Staff

throughout the year. He advised students that they have to prove themselves to be the leaders in all the

activities they do and wished them all the very best for the results.

CS Atul H Mehta, President of ICSI, during his address welcomed all the participants and informed the

gathering that as of now there are 39,000 members registered with The ICSI, and informed that by the next 4

years he is expecting the number to cross 60,000 mark. He shared the latest initiatives taken by the Institute in

the areas of training, examinations, syllabus etc and informed that he initiated the process of deputing the

Directors of ICSI to all the Chapters for addressing the students and their queries. The president also

explained the participants on the developments in the areas of Secretarial Audit and also explained the

students as what is Secretarial Audit. The President then wished all success to the students for the results to thbe declared on 25 February 2015 and congratulated Bangalore Chapter for organizing such a grand event.

CS Vasanth Kumar, Secretary, Bangalore Chapter thanked all the dignitaries being present at the valedictory

session during his concluding remarks.



Joint Programme on “Practical Issues on Taxation

Career Awarenesss Programme

th17 Residential Programme

A Joint Programme “Practical Issues on Taxation”, organised by ICAI [CMA]- Coimbatore Chapter & ICSI-th

Coimbatore Chapter on 29 January 2015, Thursday at 6.00 P.M. at ICAI, CMA Bhawan at Coimbatore”.

CA R. Muralidharan, Practising Chartered Accountant. Erode was the Speaker.

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 CS members and 22

CS Students.

On 13.2.2015, Career Awareness Programme was conducted at Bishop Ambrose College, Coimbatore. CS R

Venkateswaran , Chairman , Coimbatore Chapter of SIRC of ICSI explained about the opportunities and

responsibilities of the Company Secretaries. He also narrated about our Institute, and the importance of the

Company Secretaryship course and procedures of taking the course. CS G Vasudevan, Past Chairman of

Coimbatore Chapter of SIRC of ICSI addressed about the sailent features of the Companies Act 2013. The

Career Awareness Programme was attended by 110 students and faculty members of the College.

thAs in the past, the Coimbatore Chapter of SIRC of ICSI, conducted its 17 Residential Programme on the theme

3 th st nd “Company Secretaries - Attitude, Approach & Achievement – A ” on 20 , 21 and 22 February, 2015, at Hotel

Highland, Ooty, Tamil Nadu.

The three days programme was well attended by about 139 participants, including students, spouse and

children.

thOn 20 February, 2015, the programme was inaugurated by the Chief Guest Mr. N Ramanathan Registrar of

Companies, Tamilnadu, Coimbatore with lighting of the Lamp. Programme Commenced with prayer and the

Welcome address by CS.R.Venkateswaran, Chairman, Coimbatore Chapter of SIRC of ICSI, Introduction of the

theme by CS A R Ramasubramania Raja, Vice Chairman, Coimbatore Chapter of SIRC of ICSI,

Key note address was delivered by CS P S Shastry, Vice Chairman of SIRC of ICSI.

The Inaugural session concluded with a Vote of Thanks by CS P.Ramya, Secretary, Coimbatore Chapter of

SIRC of ICSI.

stOn 21 February, 2015, Mr K.S.Ravichandran, Partner KSR & Co, LLP, has addressed the Technical session 1

and explained about Secretarial Audit and the applicable Secretarial Standards and related forms.

COIMBATORE CHAPTER



He gave a detailed analysis of the subject. The session was very much informative for the members

The second technical session was handled by Shri. D.N.Panda Hon'ble member, Customs, Excise and Service

Tax Appellate Tribunal (CESTAT),Chennai and he addressed under the topic Role of Company Secretaries in

Service tax, Custom and Central Excise Acts. The session was well admired by the participants.

Third & Fourth Technical sessions were handled by, Mr K.S.Ravichandran, Partner KSR & Co, LLP, He

addressed about Independent Directors, Related party transactions with applicable Secretarial Standards and

SEBI guidelines.

The sessions were very useful and beneficial to the participants.

ndOn 22 February, 2015, CS V Guruprasad , ACA, ACMA, ACS, in the fifth Technical Session addressed the

subject of Role of Company Secretaries in relation to FEMA, FDI and DGFT.

This session was interactive and the participants raised questions and the same were answered.

In the last Technical Session, a delightful talk by Dr M. Rangarajan, Associate Professor in Corporate Secretary

ship, PSG College of arts and science Coimbatore, for motivating the professionals with the presentation of

video clippings. The session was lively, enjoyable and interesting for the members.

The valedictory session was addressed by CS R Venkateswaran, Chairman, Coimbatore Chapter of SIRC of

ICSI. CS A R Ramasubramania Raja Vice Chairman, Coimbatore Chapter of SIRC of ICSI has consolidated the

events of the programme. CS P S Shastry, Vice Chairman, SIRC of ICSI in his valedictory speech has thcongratulated Coimbatore Chapter for the success of 17 Residential programme and for conducting

Residential programme continuously. He expressed about the requirements of compliance of law as per new

Companies Act. Some of the participants have expressed their appreciation for the programme.

Apart from various technical sessions, the events like sightseeing, Games, etc conducted for the participants

and everyone were happy and enjoyed the sessions and fun games.

The chapter has received enthusiastic appreciation and complimentary notes from participants of the

programme.

On 02.03.2015, a Joint Programme on "Union Budget 2014” organised by Coimbatore Chapter of SIRC of ICSI,

Coimbatore Chapter of the Institute of Cost Accountants of India, and The Auditor's Associations of Southern

India held at 05.30 P.M. at Gujarathi Samaj Building, Coimbatore.

First Session on Union Budget 2015 was handled by Shri. K.Badri Narayanan,FCA, ACS, Practicing Chartered

Accountant, Coimbatore. He briefed an overview on Budget.

Joint Programme on Union Budget 2015



Shri. K.Badri Narayanan highlighted the points on how budget is affected on Indian Economy, Indian GDP,

annual growth, Sectoral Share in GDP, FDI, Indian Foreign Exchange Trade, Administrative Reforms, Sector

Impact, Banking & Financial Service etc.

Second Session on Union Budget 2014 was handled by Shri K Raghu, Chartered Accountant in Practice,

Coimbatore. He elaborated the proposals on Direct Tax and the Financial Bill 2015 - Provisions relating Direct

Taxes.

Third Session on Union Budget 2014 was handled by Shri. L Sayee Mohan,ACS,Consultant in Delitte. He

explained Proposals on Indirect Taxes on Union Budget 2015 and also explained Central Excise, Service Tax

and Customs on Budget proposals.

The programme was very interactive and the queries raised by the participants were duly addressed by all

the speakers in their respective sessions, and the programme was actively attended by 93 participants

which was included 31 CS members

Professional Development Programme on “Companies Act 2013 – Appointment of Directors, Managerial

Personnel and Deposits” jointly organised by ICSI-Coimbatore Chapter & ICAI [CMA]- Coimbatore Chapter on rd

23 March 2015, Monday at 6.30 P.M. at ICAI, CMA Bhawan at Coimbatore”.

CS C.V. Madhusudhanan, Partner, KSR & Co., Coimbatore was the Speaker.

The session was very informative and appreciated by the gathering at large. The programme was attended by

total 70 participants including 24 CS members and 26 CS Students.

Two mnutes silence at 11.00 hrs on 30th January, 2015 at Calicut Chapter of SIRC of ICSI premises by the

Shri. CS Utham Kumar U K, Chairman, Shri. CS Gautam R Mallaya, Secretary and Calicut Chapter - In-

Charge, along with the Students of the Oral Coaching Class was observed in the memory of those who gave

their lives in the struggle for India's freedom was observed as a mark of respect who laid down their lives in the

struggle for India's freedom.

Professional Development Programme on “Companies Act 2013

Observance of Silence – 30.01.2015

Free Dental & Eye Test - 21.02.2015

Student Forum of Calicut Chapter of SIRC of ICSI had taken the Initiative and had organized a free Eye and free

Dental medical camp at the Calicut Chapter Premises and made it a grand success. Around 120 people

including Members, Students & the local residents who reside in & around 1km radius of the Calicut Chapter

have visited the camp & received the free check-ups.

CALICUT CHAPTER



Shri. CS Utham Kumar U K, Chairman & Shri. CS Gautam R Mallaya, Secretary who had visited the camp &

had congratulated the Students Forum of Calicut Chapter of SIRC of ICSI for their bold initiative & social

participation post their free check-ups.

thThe Eleventh Residential Program of Calicut Chapter of SIRC of ICSI was conducted from 27 February, 2015 stto 1 March, 2015 at Windflower Resort and SPA Vythiri, Wayanad, Kerala on the theme- “Strive, Succeed and

Savour - CS is the Game Changer.”

Day 1- 27.02.2015: The First day was marked by a memorable Inaugural Session with 32 Members along with

their family member's participation. Shri. CS Ahalada Rao (Council member, The ICSI) was the guest of Honor.

Lighting the Lamp Ceremony was followed by Welcome speech of Shri. Utham Kumar U K, Chairman of

Calicut Chapter.

Shri. CS Ahalada Rao (Council member, The ICSI) and Shri. CS Sivakumar. P (Secretary, SIRC) were

felicitated on this occasion.

The Pre- Launch edition of e-Journal of Calicut Chapter "CS Insight" was released jointly by Shri. CS Ahalada

Rao (Council member, The ICSI) and Shri. CS Sivakumar. P (Secretary, SIRC) and The Official Facebook

page of Calicut Chapter at the following link:

; was launched by CS Ahalada Rao.

Shri. CS Ahalada Rao and Shri. CS Sivakumar. P gave speech on roles and responsibilities of Company

Secretaries.

Day 2 - 28 /02/2015: The second day saw three technical sessions handled by Dr. K S Ravichandran M Com,

LLB, FCS, Ph D (on Topic- Secretarial Audit and Secretarial Standards), Mr. Prasanth Mohan, CA, CS (on

Topic- Drive in to FDI Policy) and CS Ahalada Rao FCS (LLP- a Tool to Mitigate Risk and Increase). This day

was provided as Full day program for the Students, with 20 students benefitting from it. Day concluded with

various Cultural programs organized at the venue.

Day 3- 01/03/2015: There were two technical sessions on this day; one was handled by Mr. Ram Ganesh, CS

on Loan, Deposit & Investments- An Insight and second by Adv. Bhagesh on Trade Mark and related aspects.

Total 50 delegates including Member & Students have attended this programme. The program was concluded

by Vote of Thanks and National Anthem.

thOn 6 January 2015, The Hyderabad Chapter organized Manage Your Body & Manage Your Mind ---Self

Health Management at Chapter Premises. CS Vasudeva Rao Devaki, Chairman of Hyderabad Chapter

welcomed the speakers Dr. Mangadhara Rao Madineedi,-MD, MSA & CS KVS Subramanyam, Director, B5

Corporation Private Limited.

th11 Residential Programme

Manage Your Body & Manage Your Mind--- Self Health Management

https://www.facebook.com/pages/ICSI-Calicut-Chapter-

Official/510981032373371

HYDERABAD CHAPTER



https://www.facebook.com/pages/ICSI-Calicut-Chapter-Official/510981032373371

Dr. Mangadhara Rao Madineedi, MD, MSA who is an Assistant Professor of Medicine Harvard Medical

School, Adjunct Assistant Professor of Medicine Boston University School of Medicine, Clinical Director,

Geriatric Services VA Boston Healthcare System, Boston, USA spoke on various aspects which are making

us to lose good health and he also spoke on how to overcome this problem and spoke on how mind controls

our body, importance of sleep, importance of exercise and diet. He also spoke on how Alcohol and Smoking

can affect our body.

CS KVS Subramanyam, Director, B5 Corporation Private Limited spoke on what does health means to

professionals and discussed on important factors to keep us healthy like smart eating, good sleep, stress

management, physical activities, etc. He has also given many useful tips to Maintain Good Health.

CS Vasudeva Rao Devaki proposed a vote of thanks.

thOn 10 January 2015, The Hyderabad Chapter organized Half Day Seminar on Foreign Exchange

Management Act (FEMA), 1999 at Hotel Justa. CS Vasudeva Rao Devaki, Chairman of Hyderabad Chapter

welcomed the Chief Guest Hon'ble Sri Justice Challa Kondanda Ram Judge of High Court of Judicature at

Hyderabad and introduced him to the participants. The Chairman also introduced the speaker for the session

CA P V R Rajendra Prasad, CEO, PnP Consulting Pvt. Ltd., to the participants. Central Council member CS C

Sudhir Babu spoke on the occasion and addressed the participants on the importance of FEMA, 1999. The

Chief Guest addressed the participants on the topic and also congratulated Hyderabad Chapter for

organizing such programmes. The Speaker CA P V R Rajendra Prasad spoke on various aspects of FEMA

and explained in detail about the various laws and other issues pertaining to FEMA.

CS Vasudeva Rao Devaki proposed a vote of thanks.

stOn 21 January 2015, The Hyderabad Chapter organized Half Day Seminar on SEBI Reforms in the Capital

Market at FTAPCCI. CS V Ahalada Rao, Central Council Member of ICSI welcomed the participants and also

introduced the Speakers CS G Akila, CS Prashant Kumar Jain Shri S Ganapathy Subramanian and CS

Ramakrishna Gupta R. CS Ahalada Rao welcomed the Chief Guest Shri S. Raman, Whole Time Member,

SEBI and introduced him to the audience. The Chief Guest spoke on various aspects of SEBI Reforms and

upgraded the knowledge of the participants. He also spoke on the various laws applicable in India and abroad.

In the question answer session the members posed various questions to the chief guest which were suitably

answered. The Speakers CS G Akila, CS Prashant Kumar Jain, Shri S Ganapathy Subramanian and CS

Ramakrishna Gupta R spoke on various aspects of SEBI and answered the questions of the participants. It

was a very lively session and the participants were enriched with knowledge they gained.

CS V Ahalada Rao proposed a vote of thanks.

Half Day Seminar on Foreign Exchange Management Act (FEMA), 1999

Half Day Seminar on SEBI Reforms in the Capital Market



Republic Day Celebrations

Annual Fellowship Meet -2015

Joint National Conference on Indian Companies Act 2013

thOn 26 January 2015 the Hyderabad Chapter celebrated the 66th Republic Day at Chapter Premises. The National Flag was hoisted by our Central Council Member CS V. Ahalada Rao which was followed by National Anthem and saluting the national Flag. CS V Ahalada Rao spoke on the importance of the Republic Day. CS Issac Raj P G, Chairman of the Chapter, CS R Venkata Ramana, Secretary of the Chapter and other Managing Committee Members also spoke on the occasion. The programme concluded by singing of Patriotic songs by students.

Hyderabad Chapter of ICSI has organized programme Annual Fellowship Meet 2015 at ni-msme at Yousufguda, Hyderabad on 31 January 2015. Mr. Mani Sharma, Music Director was invited to this programme as a Special Guest.

CS R Venkata Ramana, Secretary of Hyderabad Chapter has given introduction of the programme and handed over to the students and children of the members to showcase their talent. Students and children of the Members have presented various performances in the programme. Mr. Mani Sharma was invited on to the dais by Chairman CS Issac Raj P G and the Special Guest then presented mementos to all the past Chairmen, Secretaries, etc. The Management Committee of Hyderabad Chapter along with past Chairmen and Secretaries have felicitated Mr. Mani Sharma. Later the members of the New Managing Committee were introduced and the Cake cutting was organized. Further the programme was followed by cultural activities like Fire Show, Magic Show, Mimicry, Muppetry show etc. Central council Member CS Ahalada Rao V, Vice Chairman of SIRC CS P S Shastry, CS R. Ramakrishna Gupta, Member of ICSI-SIRC also participated in the Annual Fellowship Meet..

thOn 7 February, 2015 FTAPCCI jointly with Faculty of Commerce, Osmania University and The Institute of Company Secretaries of India, (ICSI) Hyderabad Chapter organized a “National Conference on Indian Companies Act 2013" at Federation House, Hyderabad.

Sri Ravindra Modi, Vice President, FTAPCCI stated there is a marked increase in the compliance requirements mandated for private companies under the Indian Companies Act 2013. While some of these will go a long way in increasing the accountability of private companies, there are also concerns as to the need for increasing the complexities in private companies in which the public at large is not interested.

Sri Akbar Ali Khan, Professor & Dean, Faculty of Commerce, Osmania University, stated that the Industry, Academy & Professional Institutions need to have such kind of programmes for overall growth and economic development of the country.

Sri V.S. Raju, Advisor, Corporate Laws, Legal and IPR, FTAPCCI stated that The Companies Act 2013 has given the impetus that any law introduced requires equal and active participation of business entities and professionals to deliberate and arrive at amicably workable conditions keeping in view the stringent requirements of law. He called for in-depth deliberations on the important provisions having longer input on the corporate sector.

CS V. Ahalada Rao, Central Council Member, ICSI stated that the new act introduces significant changes in the provisions related to Company Governance, E-Management, Compliance and Enforcement, Disclosure Norms, Mergers And Acquisitions & Loan in the Act. He also stated that the new act demonstrates the systemic move towards greater regulation of corporate transactions in India with a view to facilitate increased Accountability.



Earlier CS Issac Raj P G, Chairman of the Chapter welcomed the participants to the programme.

A book was released named as “DIRECTORS” written by CS. Henry Richard, former Regional Director of SER, Ministry of Corporate Affairs, Government of India.

Prof. R.K. Mishra, Director of Institute of Public Enterprise said that the Indian Companies Act, 2013 introduced a new form of entity 'one-person company' and incorporates certain new provisions in respect of memorandum and articles of association.

Sri Hari Govind Prasad, Managing Committee member, FTAPCCI proposed Vote of ThanksThe technical session were held on various aspects of the Indian Companies Act 2013 in which CS Venkataramana, Secretary of the Chapter and CS Kavitha Rani Sakhamuri also participated. Most of the Managing Committee members and around 160 members and students also participated in the Seminar.

thOn 14 February 2015, The Hyderabad Chapter organized Half Day Seminar on Opportunities in Changing

Economic Environment & Analysis on Managerial Remuneration at Chapter Premises. CS R Venkata Ramana,

Secretary of Hyderabad Chapter welcomed the speakers, Mr. Anirudha Deshpande and CS D.V.M. Gopal and

introduced them to the participants.

CS Mahadev Tirunagari, Vice Chairman of Hyderabad Chapter gave his opening remarks. Subsequently Prof.

Aniruddha Bhalchandra Deshpande, Former Principal, Brihan Maharashtra College of Commerce, Pune

addressed the gathering and has given his insights on Economic Conditions. The Second Speaker CS D. V. M.

Gopal, a Practising Company Secretary has explained to the participants the Provisions in relation to

Managerial Remuneration in detail.

CS R. Venkata Ramana, Secretary of the Chapter proposed a vote of thanks.

thOn 4 March 2015, President's Meet with Members was organized at the Marriott Hotel, Hyderabad at 5 pm. The

President, CS Atul H. Mehta discussed about the Secretarial Audit and their relevant Certification courses for

quality performances. He further mentioned that the proposal of dispute regulation mechanism in the budget is

the major area for the profession. He also spoke about the importance of professional appearance in front of the

tribunal regarding appeals, disputes etc.

The President further mentioned that there should not only be drifting of focus from Corporate Laws but we

should go beyond like having workshops for various other laws. He also mentioned about his discussion in

person with Shri U. K. Sinha, the Chairman of SEBI regarding the regulatorship for Secretarial Audit.

The Members raised questions regarding membership fees, infrastructure to conduct any type of audit, two way

communications for queries rather than one way. In addition to these generalized queries, “The Governance

relating to Compliances to act as a Leader” was also discussed by the President in detail.

Further, the interactions included submission of reports of standards on Board meetings and Shareholders

meetings as well as introduction of different apps for notifications, updates, alerts etc for providing quick

information. The discussions on E-voting, Mobile voting in the future were also part of the interactions.

Half Day Seminar on Opportunities in Changing Economic Environment & Analysis on Managerial Remuneration

President's meet with members at Hyderabad



PRESIDENT'S MEET WITH STUDENTS OF HYDERABAD CHAPTER

NATIONAL SEMINAR ON SECRETARIAL AUDIT

thPresident's meet with the students was held on 4 March, 2015 at Chapter premises. CS R Venkata Ramana,

Secretary of the Managing Committee of the Chapter welcomed all the Students. CS Atul H Mehta, President of

the Institute, CS Ahahalada Rao, Central Council Member, CS Nagendra D Rao, Chairman of Southern Region,

CS Isaac Raj P.G., Chairman and CS R Venkata Ramana, Secretary of the Chapter chaired the dias.

CS Issac Raj P.G., Chairman of the Hyderabad Chapter informed the students that they should make the best

use of the President's Visit and can clarify their doubts.

Chairman of the SIRC, CS Nagendra D Rao has emphasised to the students to update their knowledge and

suggested that they should improve their presentation and communication skills. He also emphasized the

importance of Group Discussions. He further advised the students to attend various programmes conducted by

the Institute and strengthen their knowledge.

The President, CS Atul H Mehta, speaking on the occasion, advised the students to involve themselves in Group

Discussion on various subjects and in debates. He also advised the students to work with dedication and

sincerity. He also emphasised to the students to keep themselves updated in all the Amendments of all Acts.

The President also mentioned that a CS is a Corporate Lawyer.

Students raised queries on Budget, Recognition of Company Secretaries in India, reduction of training period

and the job opportunities abroad.

The President answered all the queries of the students quite impressively. The opportunities to the Company

Secretaries are manifold. The President emphasized that learning is a continuous process. The President has

also assured that the Institute is planning for one more Chapter in Andhra Pradesh.

CS V Ahalada Rao, Council Member informed the students that the Institute has already started project work for

the upcoming Centre of Excellence at IP – Uppal in Hyderabad.

CS R Venkata Ramana proposed a Vote of Thanks.

thOn 4 March 2015 ICSI-Hyderabad Chapter has organized a National Seminar on Secretarial Audit at Marriott

Hotel, Hyderabad. CS Atul H Mehta, President of the Institute graced the occasion as Chief Guest. Shri B N

Harish, Regional Director [SER], MCA was a special guest and CS Ahalada Rao V, Council Member was the

Programme Director and CS Issac Raj P.G, Chairman ICSI-Hyderabad Chapter was the Programme

coordinator. CS Nagendra D Rao, Chairman, SIRC of the ICSI has also graced the occasion.

CS Issac P.G., welcomed the president and other dignitaries on to the dais and gave a introduction about the

programme.



The programme was inaugurated by lighting of the lamp by the President and other dignitaries.

CS Ahalada Rao V, Council Members in his welcome address said that the first National conference on

Secretarial Audit is being conducted by the ICSI-Hyderabad Chapter. He asked the members to make the best

of the opportunities recognized by the statute. He further added that the motto must be mainly for service to

stakeholders and industry and not merely for revenue generation. He also emphasized the need for everyone to

improve their knowledge as the scope of secretarial audit will be huge in future.

CS Nagendra D Rao, Chairman of ICSI-SIRC, speaking on the occasion stressed the importance of the

mechanism of Secretarial Audit which benefits the management, regulators, investors and stakeholders. He

also spoke on the applicability of various laws to the industry. He also spoke on the non-financial aspects of

business with an independent objective of improving compliances. He further highlighted that SIRC has taken

initiatives regarding secretarial audit through various workshops and programmes with dedicated efforts of

professionals and said that they can deliver the best Secretarial Audit.

Shri B N Harish, Regional Director[SER], MCA, Special Guest for the occasion mentioned that the regulators

have faith on Company Secretaries and requested the participants to display the professionalism and meet the

challenges of New Companies Act, 2013. He further dealt with rules regarding frauds mainly covering

management disputes and certification of annual return according to Companies Act 2013. He laid emphasis on

Section 185 – loans to directors, 186 – loan and investment by company and 188 – related party transactions.

He also spoke about insider trading and amendments in Companies Act 2013.

CS Atul H Mehta, President of the Institute speaking on the occasion mentioned that he has visited MCA on

number of occasions focussing on Secretarial Audit. The President has also given a presentation on Secretarial

Audit from the Institute's Perspective. The President emphasized on Functions and Duties of a company

secretary and Dealt with provisions regarding Clause 49 of listing agreement of corporate governance. The

President further explained Directors responsibility statement section 134 (5), description on applicability and

scope of Secretarial Audit and presented the format of Secretarial audit report.

Further he touched upon many aspects of the secretarial audit and emphasized the consequences of non

compliance. The participants were highly impressed by the presentation of the President.

CS R Venkata Ramana, Secretary of ICSI-Hyderabad Chapter proposed a vote of thanks.

The first technical session was taken up by CS Vikas Y Khare, immediate past Vice-President of the ICSI. The

topic of the session was “Genesis and Concept of Secretarial Audit, Requirement of Section 204 of Companies

Act 2013 and Rules there on, Manner of Appointment and Role & Responsibility”. CS P S Shastry, Vice

Chairman of ICSI-SIRC acted as the Moderator for the session. CS Mahadev Tirunagari,Vice-Chairman of the

ICSI-Hyderabad Chapter was the Co-moderator.

First Technical Session



CS Vikash Y Khare spoke at length on the Statutory Framework of Secretarial Audit, Evolution of concept of

secretarial audit, Functions of company secretary relating to compliances of provisions under companies Act

2013 (Section 205) and provisions relating to appointment of Secretarial Auditor. He further explained how

Secretarial Auditor needs to check the compliances of the company relating to the laws which are applicable to

that establishment and on the topic of Process of conducting secretarial audit.

The Second Speaker who spoke on the occasion was Mr. Henry Richard, Ex Regional Director of MCA (SER).

The Topic was “Diligence Techniques and Methodology, Reporting on Fraud”. Mr. Richard spoke on Fraud

detection through secretarial audit and also dealt with activities to be done in secretarial audit like certification

of E-forms, search reports, compliance certificates, ETC. He further laid emphasis on areas of Fraud including

insider trading, bribery, corruption, asset misappropriation, etc. He has also given broad description for

preparing Form Mr3.

The Third Speaker CS Suresh Viswanathan, a Practising Company Secretary spoke on the topic ”Scope,

Regulatory Compliances and Sectorwise Analysis (Pharma, Information Technology, Infra and Finance),

Whistle Blower and Vigil Mechanism, Adequacy of System and Process”. He had given a broad description on

the evolution of secretarial audit and a detailed description on various objectives on provisions, rules and

regulations of Secretarial Audit. He dealt with the scope of applicability of various laws on compliances for

business/industries. He also elaborated on discovery of different applicable laws and on the process of

preparation of Secretarial Audit. He further emphasized on fraud reporting and Secretarial Audit periodicity. He

further enumerated the benefits of Secretarial Audit and discussed various topics of passive compliance, active

compliance and vigil mechanism and whistle blower policies

.

CS P.S. Shastry, Vice-Chairman, SIRC of the ICSI had given his concluding remarks and CS Mahadev

Tirunagari has given vote of thanks for the first technical session.

Second Technical Session

In the Second Technical Session, CS B Ravichandran spoke on the topic “Audit Practices & Analysis of

Financial Statements and Identification of Violation of Corporate Laws”. CS R Ramakrishna Gupta, Member of

ICSI-SIRC was the moderator for the Second Technical session and CS Ravi Kumar Mandavilli, Treasurer of

ICSI Hyderabad Chapter was the Co-moderator.



KOCHI CHAPTER

CS B Ravichandran explained to the audience about analysis of financial statements and violations of

corporate laws and Secretarial audit as an audit to check compliance of various legislations. He further

explained the provisions regarding secretarial audit and how only a practicing company secretary can do

secretarial audit. He also covered the topics regarding investment permissibility.

CS R Ramakrishna Gupta has given his concluding remarks and CS Ravi Kumar Mandavilli has given his

vote of thanks for the technical session.

In the Third Technical session, CS L. Jayaraman spoke on the topic “Loans and Related-Party Transaction

and Audit Approach”. CS Kavitha Rani Sakhamuri was the Moderator and CS Rahul Jain was the Co-

moderator for the Third Technical Session. CS L. Jayaraman dealt with Sections 185 and 188 of Companies

Act 2013 i.e., Loans to Directors and Related-Party Transaction. He further made a comparative study of

both the sections of Companies Act 1956 and 2013. He further explained to the participants regarding

change in the definition of 'Relative'. He also explained about the Supply of Goods to Director on credit and

acquisition of Securities of a body corporate. He further dealt with board meetings and postal ballot and

gave a broad description about transactions, approvals and exemptions under Section 188.

CS Kavitha Rani Sakhamuri has given her concluding remarks and CS Rahul Jain has given vote of thanks

for the complete seminar.

Third Technical Session

Joint Professional Development Programme on Union Budget 2015-16

The Institute of Company Secretaries of India, Kochi Chapter (ICSI) ) in association with The Cochin

Chamber of Commerce and Industry (CCCI) and The Institute of Cost Accountants of India, Cochin Chapter

(ICoAI) organised a session on Post Budget Analysis on 4th March 2015 at Center Hotel, Panampilly Nagar,

Cochin.

Dr. S. Narayan IAS (Rtd.), Former Economic Adviser to the Prime Minister of India was the Guest Speaker.

The Welcome Address was given by Mr.C.S.Kartha, President, CCCI followed by Speaker Introduction by

CS S. P. Kamath Chairman ICSI, Kochi Chapter.




Dr. Naryan commenced the session by terming the Union Budget 2015/16 as a 100% Political Budget which

clearly states the intent of the Government at the Centre. He said that the Budget presented by the Finance

Minister has adopted a new approach and the Budget had taken on a different structure from what it has been

over the years. Even then, he was of the view that the Indian approach to the Budget is 10-15 years old when

compared with what happens in Budgets in the US, the UK and other countries.

Dr.Narayan, evaluated that the fund allocation in the union budget seemed to be inadequate for the

implementation of the announced programmes. He said the mismatch could affect the performance and

delivery of the budget promises, including the proposed 'Make in India' campaign.

He opined that the Government must focus on the revenues and they need to work towards a balance in the

tax-GDP ratio. The budget had spelt out a good design for projects related to infrastructure, agriculture and

social welfare. The success of the budget would depend on its effective implementation, he said.

The programme was well attended by the members of ICSI, ICAI & CCCI. The programme ended up with a

Vote of Thanks by CMA A. Selvam, Vice Chairman, ICoAI Cochin Chapter.

thOn 4 March 2015 Kochi Chapter of Institute of Company Secretaries India (ICSI) in association with the

Securities and Exchange Board of India (SEBI) organized a Special Session on 'Financial Markets” at SEBI

Office, Kaloor Kochi. The targeted audience of this was Students and the session was handled by CA Salman

Assistant General Manager of SEBI Kochi.

The speaker efficiently briefed the overview on financial markets. The session also covered the evolution,

history, regulators and legislation jurisdiction of SEBI.The programme was well attended by 40 students of

executive and professional level. The session ended up with an open interaction between the speaker and the

members.

Kochi Chapter of the Institute of Company Secretaries of India (ICSI) in association with the Cochin Chapter of

Institute of Cost Accountant of India (ICAI-CMA) has organized a PDP on Saturday, March 7, 2015, on the

topic, 'Enterprise Risk Management (ERM)' at Silver Jubilee Hall, CMA Bhavan, Judges Avenue Road, Kaloor,

Cochin.

The Session was started at 2.30 pm. CMA C.S. Padmanabhan, Chairman, Cochin Chapter of ICAI-CMA

delivered the Welcome address. CS S. P. Kamath, Chairman, Kochi Chapter of ICSI has given an introduction

about the Resource Speaker, CMA. D. Sundaram, Managing Director of M/s TVS Capital Funds Ltd. and also

Ex-CFO of Hindustan Unilever Limited. CMA. Sundaram described about the different types of risks prevailing

in the corporate world.

Special Session on Financial Markets at SEBI

Joint Professional Development Programme on 'Enterprise Risk Management'



He also explained about the building blocks of ERM, how to identify risks and what all things should be kept in

mind while preparing the risk mitigation templates in day to day corporate affairs. He also shared the various

formats of risk matrices which would help in calculating the probability of a prospective risk and its level of

impact in the business entity.

He finally explained the various risk mitigation techniques so as to prevent, eliminate or reduce the risk, as the

case may be. It was elucidated that risk management is never a dampener of any business, but a vital part of the

business management process.

The Session concluded with vote of thanks by CMA. A Selvam, Vice Chairman, Cochin Chapter of ICAI.

The Mangalore chapter of Institute of Company Secretary of India, has obliged the wishes and commands of

the headquarters and conducted the cleanliness drive to make Swachh Bharth and Swachh ICSI on the birth

anniversary of Swami Vivekandada on Monday, 12 January, 2015 by cleaning the surrounding areas of chapter

office form 3pm to 4pm. CS Ullas kumar M Presiding Chairman of Mangalore Chapter of ICSI along with

Chapter office In charge Mr. Shankar Rao Badi and Registered Students of ICSI participated In the Programme.

CS Narasimha Pai, the newly elected Chairman of the Mangalore Chapter also graced the occasion.

The Cleanliness Drive was carried out with great zeal and enthusiasm by the members and Students, imbibing

and emitting the ardor towards the “Swachh Bharat” a mass movement. A Peripheral area around the chapter

was covered and sweeping mobs was picked by all form the Chairman to the Students of ICSI and everyone

contributed in making the drive a successful one.

The Mangalore Chapter expresses its privilege and honor to participate in Swachh ICSI and forever believes in

the motto: Be the change you want to see in the world” as laid down by our Farther of the Nation, thus

contributing towards the dream of a Clean India.

Mangalore Chapter of ICSI Organized inaugural session of Oral Choaching Classes for Madule-I of Executive

Programme and Foundation Programme for the June 2015 Session at Chapter office premises on dated 16-01-

2016. CS Narasihma Pai Chairman Welcomed the Students and he explained the importance of CS

Profession. He advised the participated Students about the various method of preparation for facing the CS

Examination, around 30 Students attainted the programme, the Regular Class started on 16-01-2016.

OBSERVANCE OF THE CLEANLINESS DRIVE TO PROPOGATE SWACHH BHARAT AND SWACHH

ICSI

INAUGURATION OF ORAL COACHING CLASSES FOR MADULE-I OF EXECUTIVE PROGRAMME AND

FOUNDATION PRORGAMME FOR THE JUNE 2015 SESSION:

MANGALORE CHAPTER



STUDY CIRCLE MEETING ON 28-02-2015

Felicitation Program for Foundation Passed Students

.

The Mangalore Chapter of the Institute of Company Secretaries of India Organized a Study Circle Programme thon the theme “Companies Act 2013 on Saturday, 20 February, 2015 held at Mangalore Chapter office

premises between 3pm to 5pm CS Chethan Nayak K graced the programme as the guest speakers for the laid

down sessions.

The programme commenced at 2.45pm once registration formatlities have been complied with a silent payer

followed by the lighting of the lamp by the office Bearers of the Mangalore Chapter and the Guest Speaker CS

Chethan Nayak K and CS Ullas Kumar M inaugurated the programme. After the Chairman of the Mangalore

Chapter CS Narasimha Pai gave his welcome address to the Audience where he welcomed all the dignitaries

and delegates present there and also enlightened all the audience with topics that were up for discussion

during the programme, he finally concluded by thanking ever one present.The formal programme began by Ms

Tellis introducing the speaker to the audience and stage was given to the speaker.Speaker began deliberation

on the topic procuring funds through various methods under Companies Act 2013, compliances to be followed,

filing of various forms and fines and penalties under the new act. The question raised by the audience, were

handled expertly.

The programme was bought to a close by pacing the vote of thanks being proposed by CS Narasimha Pai

Chairman Mangalore Chapter, Managing Committee of Mangalore Chapter.

MYSORE CHAPTER

In order to motivate the students, a felicitation program was arranged by Mysore Chapter on 04.02.2015, in

chapter premises for the Foundation Examination (December 2014) passed students. Senior Member of

Mysore Chapter CS Ramarao G D was the Chief Guest for the program. Mysore Chapter Chairman CS

Badrinarayanan S welcomed the students, parents & members.

In his chief guest address CS Rama Rao G D shared his experience with the students and explained the

developments in CS Profession from initial stage to present stage. He also mentioned the increasing

responsibilities of CS in day-to-day corporate activities. CS Rama Rao G D also presents the mementos to the

passed students.

In her thanking address, CS Pracheta M, Secretary, Mysore Chapter of ICSI, congratulates the Foundation

Passed students and explained the need for continuous effort to clear the CS course. In the session

Foundation students with parents, Oral Coaching students & Members of Mysore Chapter were participated.



Session on Goods & Service Tax

Study Circle Meeting

Career Awareness Programme Held at Vidya Vikas Degree College

Mysore Chapter of ICSI in association with CII, Mysore organized a session on Goods & Service Tax in Mysore

Chapter Premises on 09.02.2015. The session mainly focused on the features, implementation and impact of

the proposed GST system. The welcome address was delivered by Mr S Badrinarayanan, Chairman, Mysore

Chapter of ICSI. Mr S Ramkumar, Convenor, Finance Panel, CII Mysore & CFO & CS, Automotive Axles briefly

spoke about the changes which GST regime will bring in and how it will be affecting various stakeholders.

Mr. R C Jagadesh, Chairman, CII Mysore & Director, Klueber Lubrication (I) Pvt Ltd stressed how the country is

still in the woods from the economy front and elaborated upon the critical role to be played by the budget in

reducing the risk factors. He also remarked positively about India currently being one of the favoured

destinations for investment which would ultimately add on to our economic growth. He appreciated the effort

made by CII Mysore & ICSI Chapter, Mysore for organizing a training program on GST which would benefit the

stakeholders at large and industry people in particular.

Mr Bhaskar, Director - Indirect Tax, Deloitte Touche Tohmatsu (I) Pvt Ltd spoke about the proposed unified GST

regime and how it would be impacting the existing system. As per the proposal from April 2016 GST will be

implemented in the form of dual GST system which is similar to Canada model. He also highlighted the features

of the proposed structure and further added that alcohol, petroleum inter alia wouldn't come under GST at least

in the next few years and he opined that there will be lot of scope for IT & infrastructure sector to work on and

explained how it will be a difficult task for professionals to handle. Revisiting the features of GST, he elaborated

upon the tax on supply of goods or services or both, destination based consumption tax, shift of focus from

manufacture/sale/service to supply, integration of Central levies - state levels and local levels. He also unfolded

the requirement of Constitutional Amendments to implement GST. All in all it was an educative session.

The Question and Answer Session was very productive and various issues like dual GST, CGST and SGST,

impact on export tax among other things were discussed profoundly. The seminar was attended by over 100

participants from industry comprising Head of Finance, CFOs & CEOs.

A Study Circle Meeting was arranged in Mysore Chapter on 15.02.2015. A large number of students were

participated in the meeting. CS Ajay Madaiah B B clarified the doubts raised by the students in general topics of

Company Law.

On 19.02.2015 Mysore Chapter of ICSI organised a Career Counselling Programme at Vidya Vikas Degree

College, Bannur Road, Mysore. More than 100 students from Commerce & Management stream attended the

programme. CS Manjunath S, Member of the Mysore Chapter Management Committee conducts the session

and explained the course offered by the Institute and the eligibility for the course, examination, requirements of

training etc.



He highlighted the importance of making the right career choice so as to be successful in life. He also 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. Mr. Basheer, Principal, Vidya Vikas Degree College delivered the welcome address

A Career Awareness Programme was arranged for the Government First Grade College, T Narsipura students

in Mysore Chapter premises on 27.02.2015. Around 90 students from Commerce & Management stream

attended the programme. CS Manjunath S, Member of the Mysore Chapter Management Committee

conducted the session and explained the course offered by the Institute and the eligibility for the course,

examination, requirements of training etc.

He highlighted the importance of making the right career choice so as to be successful in life. He also spoke



to the participants. Prof Niranjan Babu Reddy, Lecturer, Govt. First Grade College, T Narsipura delivered the

thanking address.

On 18.03.2015 Mysore Chapter of ICSI organised a Career Counselling Programme at De Paul Degree

College, Belagola, Mysore. More than 50 students from Commerce & Management stream attended the

programme. CS Pracheta M, Secretary of the Mysore Chapter Management Committee conducts the session

and explained the course offered by the Institute and the eligibility for the course, examination, requirements of

training etc.

She highlighted the importance of making the right career choice so as to be successful in life. She also spoke



to the participants.

On 20.2.2015, Salem Chapter organized a study circle meet for the Students and Members on the Chapter III,

Prospectus and Allotment of Securities under the Companies Act, 2013 between 6.00 p.m. to 8.00 p.m. During

this meet, Students & Members discussed briefly how the Companies Act, 1956 differs with the Companies Act,

2013 in this chapter and also discussed about prospectus, public offer of securities, the procedures. CS

Solaiyappan. S, Chairman and CS Santhanam. N, Secretary of the Chapter leads the session.

Career Awareness Programme Held at Mysore Chapter Premises

Career Awareness Programme Held at De Paul Degree College

Study Circle Meet on the Companies Act, 2013

SALEM CHAPTER



On 6.3.2015, Salem Chapter organized a study circle meet for the Students and Members on the Independent

Directors and Small Shareholders Directors under the Companies Act, 2013 between 6.00 p.m. to 8.00 p.m.

During this meet, Students & Members discussed briefly about the qualification, appointment and

disqualifications of the Independent Directors. Further the session continued with eligibility of Small

Shareholder Director, procedures followed by rules thereunder. CS Solaiyappan. S, Chairman of the Chapter

leads the session.

The Department of Commerce and Management of Vivekanandha College of Arts and Sciences for Women

and Vivekanandha College for Women, Tiruchengode in association with the Salem Chapter of the Institute of thCompany Secretaries of India have conducted 4 International Conference on the theme “Innovative Practices

thin the Contemporary Business Scenario on 26 February, 2015.

Professor CA V. Sreeraman in his inaugural address emphasised that in the ever changing world, innovation is

the only key which can sustain long run growth of the country and more and more firms are realising the

importance of innovation to gain competitive advantage and also in the modern era of globalisation, the

business has witnessed development in all disciplines.

Dr. Moges Tadesse, Professor of Ambo University, Ethiopia, East Africa in his key note address specified that

new innovative ideas and ventures are coming day-to-day in the business scenario and business is evolving at

a fast pace due to changes in technology, consumer preference and taste etc. and further the challenges for

corporate sectors never ends and have to continuously innovate, but one should take care of the green peace

movement.

Dr. S. Seethalakshmi and Dr. V. Kumaravel spoke on the theme. Earlier Dr. M. Thanikaivel, Professor

welcomed the gathering and while CS S. Solaiyappan, Chairman, Salem Chapter of the Institute of Company

Secretaries of India gave vote of thanks. The conference was attend by around 1000 students and research

scholars.

The Department of Corporate Secretaryship, Alagappa University, Karaikudi in association with Salem Chapter thof SIRC of the ICSI has conducted National Seminar on Companies Act, 2013 on 28 February 2015 in the

Convocation Seminar Hall, Alagappa University, Karaikudi.

Dr. V. Balachandran, FCS, Professor & Head, Department of Corporate Secretaryship, Alagappa University,

Karaikudi in his welcome address, pointed out the close linkage of Department of Corporate Secretaryship,

Alagappa University with ICSI, New Delhi way back from 1987 onwards. He spelt out the contribution of senior

members of ICSI for the enriched curriculum of MBA (Corporate Secretaryship) being offered by Alagappa

University. Further, he appreciated CS S. Solaiyappan, Chairman of Salem Chapter for having considered this

joint program with Alagappa University, Karaikudi.

International Conference at Vivekanandha College of Arts and Sciences for Women

National Seminar on Companies Act, 2013 at Alagappa University, Karaikudi



having considered this joint program with Alagappa University, Karaikudi.

Shri. R. Rajagopalan, DGM & Head – Legal, The Karur Vysya Bank Ltd., Karur in his inaugural address

enumerated the evolution of Companies Act, Key amendments and the new concepts introduced in the

Companies Act, 2013.

Dr. M. Selvam, Chairperson, School of Management, Professor & Head, Department of International Business

& Commerce explained the significance of Companies Act, 2013, in the present liberalization or globalized

scenario.

Dr. T.R. Gurumoorthy, Director, Distance Education, Alagappa University and Dr. G. Jayabal, Professor & Head,

Department of Bank Management, Alagappa University offered felicitations in the programme. Dr. C.

Vethirajan, Professor of Corporate Secretaryship proposed vote of thanks.

In the first technical session, CS S. Solaiyappan, explained the distinct features of Companies Act, 2013 and

brought out clearly the provisions of new companies Act comparing with erstwhile Companies Act, 1956, while

CS N. Santhanam, Company Secretary and formerly Senior Manager (Finance & Accounts), Salem Steel Plant

(SAIL), Salem spoke about the role of Key Managerial Personnel (KMP) under the Companies Act, 2013 in the

second technical session.

In the third technical session, Dr. M. Selvam, Chairperson, School of Management, Professor & Head,

Department of International Business & Commerce explained about the significance of corporate governance

the need to provide transparency and disclosure in annual reports under companies Act, 2013 while CS T.

Balasubramanian, Practising Company Secretary from Chennai discussed the practical aspects of Companies

Meetings in his fourth technical session.

CA S. Muralidaran, Chartered Accountant, Karaikudi in his valedictory address explained the rationale behind

the introduction of Companies Act,2013, Investor protection, Acceptance of deposits by companies,

composition of Board and evaluation of board of directors, increased role of professionals namely, Chartered

Accountants, Company Secretaries under the Companies Act, 2013. Dr. K. Alamelu, Professor, Department of

Bank Management offered her felicitations. About 125 post graduate students of Corporate

Secretaryship/Commerce/Business Administration from Karaikudi, Chennai, Coimbatore, Madurai,

Puducherry and Bangalore and faculty members participated in the seminar. The participants thanked the

organisers for the successful conduct of the seminar and after participants' observation, the valedictory function

came to an end. Dr. A. Morarji, Associate Professor, Department of Corporate Secretaryship, Alagappa

University, Karaikudi proposed vote of thanks.

thOn 9 March 2015, Thiruvananthapuram Chapter of SIRC of ICSI and Institute of Cost Accountants of India

jointly organized a Half Day “Seminar on Union Budget 2015 Analysis” at Hotel Classic Avenue,

Thiruvananthapuram. Speakers of the seminar are Mr.Sriram Ramaswamy-Partner, PwC Bangalore and

Mr.Siddharth Garg –Senior Manager PwC Bangalore.

Seminar on Union Budget 2015- Analysis

THIRUVANANTHAPURAM CHAPTER



Chapter Chairperson Jayashree C.O welcomed all and the Inaugration Speech given by CMA Louis Joseph

(Chairman, ICAI Thiruvananthapuram Chapter).Technical Sessions handled by the speaker's sessions were

interactive and informative to the participants and at the end of the seminar oath of thanks was given by CS

Jeevan Varghese secretary Thiruvanthapuram chapter and high tea has been arranged.

thOn 15 March 2015, Thiruvananthapuram Chapter has organized as “CS Get Together” programme in the

Shankumugham Beach thiruvananthapuram at 07.00 a.m in the morning.This programme was lead by CS

Jeevan Varghese secretary Thiruvanthapuram chapter.

Trivandrum Chapter of ICSI and Trivandrum Chapter of ICAI jointly organized a Professional Development

Programme on Sunday, the 22nd of March 2015 from 10.30 am to 01.30 pm. The subject for discussion was

“Goods and Service Tax”. The Guest speaker was Dr. N Ramalingam, Associate Professor from Gulathi

Institute of Finance and Taxation, Government of Kerala.

In his Presidential address CMA Joseph Louis, Chairman of the ICAI Chapter emphasized the relevance of the

subject since the proposal of Government of India is to implement 'GST' from 01..04..2016 onwards as a part of

internationalization of taxation on goods and services. C.S Jayasree C O, Chairperson of Trivandrum Chapter

of ICSI , stated that more and more joint programmes on interested subjects will be organised for the benefits

of members and students of both the professions. The Guest speaker spoke elaborately about different types of

Taxation like Central Excise, Service Tax, Entry Tax, State VAT etc and how it will merge into one Tax in the form

of GST and explained the requirement of introduction of GST in the atmosphere of liberalization and

globalization of Indian economy for attracting foreign investments. The possible impediments expected to be

faced on implementation of 'GST' were also discussed. The session was very lively due to active interaction of

participants. The programme concluded by 1.30 pm with vote of thanks by CMA Veerapudran S., Secretary

Trivandrum Chapter of ICAI and C S Jeevan Varghese, Secretary Trivandrum Chapter of ICSI.

thStudent Programme on Demo Oral Classes for Executive programme on 26 Jan 2015 at chapter premises

organized by Visakhapatnam chapter at 4 Pm . CS Radha D was the speaker. Mr.PRV Sivaramakrishna

Chapter In Charge welcomed to all present and introduced the speaker. The speaker started the importance of

Oral Coaching Classes and its useful in examinations and started with Company Law with different case laws

attempts, Tax law & Practice how to prepare the objective type questions. The session was lively interactive and

well received by the participants. Mr. PRV Sivaramakrishna in charge of chapter proposed the vote of thanks.

thSecretarial Audit an overview” on 19 Feb 2015 Organized by Visakhapatnam Chapter of SIRC of the ICSI at

Chapter Premises @ 5Pm. CS J Sundharesan PCS- Bangalore was the speaker. CS Anandarao R Chairman

of the Visakhapatnam Chapter welcomed all present and introduced the Speaker. The Speaker started with

Concept & Convention of Audit, mandatory laws, recommended laws, IT Services, Risk perspectives,

Get Together Programme

Seminar on Goods and Service Tax

Student Programme on DEMO Oral Classes for Executive Programme

VISAKHAPATNAM CHAPTER



Evaluating evidence and ended with standards in Communication. The session was lively interactive and well

received by the Members present and their doubts were clarified. CS Anuja Mishra treasurer of Visakhapatnam

Chapter of SIRC of the ICSI proposed the vote of thanks. Memento presented by CS Mohanrao, General

Manager of Vizag Steel Plant [RINL].

rdStudent Programme on Meetings of Board and Its Powers for Executive programme on 23 Feb 2015 at

chapter premises organized by Visakhapatnam chapter at 5 Pm . CS Hemachand – PCS Vijayawada was the

speaker. Mr.PRV Sivaramakrishna Chapter In Charge welcomed to all present and introduced the speaker. The

speaker started with Sec 173 meetings of board, Sec174 Quorum for meetings of board, Sec175 resolution by

Circulation, Sec 177 Audit committee, Vigil mechanism, Nomination and remuneration committee Sec178,

Powers of the board Sec179 and ended with Restrictions on power of board sec180 The session was lively

interactive and well received by the participants. Mr. PRV Sivaramakrishna in charge of chapter proposed the

vote of thanks.

thStudent Programme on Company Law Overview for Executive programme on 11 & 12th Mar 2015 at chapter

premises organized by Visakhapatnam chapter at 5 Pm . CS Vithal Kumar P – Co-Opted Member & PCS

Visakhapatnam was the speaker. Mr.PRV Sivaramakrishna Chapter in Charge welcomed to all present and

introduced the speaker. The speaker started Company, types of company, in corporation, MOA/AOA, Liability

Clauses, Directors, Loans to Directors, Meetings, Resolutions, KMP, CSR and ended with comparison between

1956 Act and 2013 Act, Liquidation, Windingup. The session was lively interactive and well received by the

Students. Mr. PRV Sivaramakrishna in charge of chapter proposed the vote of thanks.

thHalf Day Seminar on “GST- Recent Changes, Service Tax – Recent Changes “ on 15 Mar 2015 organized st

by Visakhapatnam Chapter of SIRC of the ICSI at Chapter Premises @ 3.30Pm. 1 Session GST- Recent

Changes Dr. KV Mohanarao Superintendent of Central excise-Visakhapatnam was the speaker. CS Radha D

Member of the Managing Committee of Visakhapatnam Chapter welcomed all present and introduced the

Speaker. The Speaker started with what is VAT & GST, How to know about GST, forms and substance, Why we

need GST? And ended what are the issues to be resolved. The session was lively interactive and well received

by the Members present and their doubts were clarified. CS Radha D of Visakhapatnam Chapter of SIRC of the

ICSI proposed the vote of thanks. Memento presented by CS Vithal Kumar P, Co-Opted Member & PCS-Vizag.

nd2 Session Service Tax – Recent Changes CA CS Chalapathy Rao M was the speaker. CS Anuja Mishra

Treasurer of Visakhapatnam Chapter welcomed all present and introduced the Speaker. The Speaker started

with Recent Budget Amendments with increase of service tax, review of negative list, review of exemptions,

new exemptions, section 76 reduced penalty, section 78 penalty for cases involving fraud and ended with

abatement of conditions modified. The session was lively interactive and well received by the Members present

and their doubts were clarified. CS Anuja Mishra Treasurer of Visakhapatnam Chapter of SIRC of the ICSI

proposed the vote of thanks. Memento presented by CS Anandarao R, Chairman of Visakhapatnam Chapter.

Further ICSI Visakhapatnam Chapter organized 79 Programmes in Financial Year 2014-2015

Student Prog on Meetings of Board and Its Powers

Student Programme on Company Law Overview

Half Day seminar on GST- Recent Changes, Service Tax – Recent Changes



CS S Dhanapal

Practising Company Secretary Chennai

PROVISIONS AND PROCEDURE RELATING TO SHIFTING OF REGISTERED OFFICE UNDER THE COMPANIES ACT, 2013

Provisions regarding registered office of a company are primarily contained in Section 12 of

the Companies Act, 2013. As per Section 12, every company is required on and from the

15th day of its incorporation and at all times thereafter to have a registered office which is capable of receiving

and acknowledging all communications and notices as may be addressed to it. Companies are also required to

furnish a verification of their registered office to the Registrar of Companies (ROC) within 30 days of the

incorporation in the manner contained in the Rule 25 of Companies (Incorporation) Rules, 2014.

After incorporation, whenever there is a change in the registered office of the company then, a notice of the

change of the registered office along with a verification of the registered office in the manner contained in Rule

27 of Companies (Incorporation) Rules, 2014, needs to be filed with the ROC within 15 days of each change.

For the purpose of understanding the provisions relating to shifting of Registered Office, the types of shifting

can be bifurcated as

Provisions and procedures relating to Shifting of Registered Office

For Example – Shifting of Registered office from Nungambakkam in Chennai to Anna Nagar in Chennai.

Whenever there is a change in the registered office of the company then, a notice of the change of the

registered office along with a verification of the registered office needs to be filed with the ROC within 15 days

of each change.

Section and Rule Applicable

Section 12 read with Rule 27 of Companies (Incorporation) Rules, 2014

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I. SHIFTING OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS OF THE CITY, TOWN OR

VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED


Nature of Approval Required:

Board of Directors

E-form to be filed

INC 22

Supporting Documents Required

There shall be attached to e-Form, any of the following documents, namely:-

· the registered document of the title of the premises of the registered office in the name of the company; or

· the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

· the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

· the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

Time limit within which the form has to be filed

Within 15 days of the change

Mode of Filing and payment

Form has to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

Filing fees

As per The Companies (Registration offices and fees) Rules, 2014

In case of company have share capital

Nominal Share Capital Fee applicable Less than 1,00,000 Rupees 200

1,00,000 to 4,99,999 Rupees 300 5,00,000 to 24,99,999 Rupees 400

25,00,000 to 99,99,999 Rupees 500 1,00,00,000 or more Rupees 600

In case of company not having share capital – Rs. 200/-

Additional fees

Period of delay Rate of Additional Fees Up to 30 days 2 times of normal fees

More than 30 days and up to 60 days 4 times of normal fees More than 60 days and up to 90 days 6 times of normal fees

More than 90 days and up to 180 days 10 times of normal fees More than 180 days 12 times of normal fees

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Certification requirements

Form has to be certified by a Practising Chartered Accountant or Company Secretary or Cost Accountant.

For Example – Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Madurai, Tamilnadu (ROC, Chennai)




Member's approval by means of special resolutionE-form to be filed

II. SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED AND WITHIN THE JURISDICTION OF SAME ROC

INC 22 For shifting of Registered Office

MGT 14 For special resolution

Supporting Documents Required

There shall be attached to e-Form, any of the following documents, namely:-

· the registered document of the title of the premises of the registered office in the name of the company; or

· the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

· the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

· the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.



Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

INC 22 Within 15 days of the change

MGT 14 Within 30 days of passing of special

resolution

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ArticlesArticlesFiling fees (for both the forms)







Additional fees





Forms have to be certified by a Practising Chartered Accountant or Company Secretary or Cost Accountant.

For Example – Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Coimbatore, Tamilnadu (ROC, Coimbatore)




Member's approval by means of special resolution and Regional Director's approval

E-form to be filed

III.

SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED AND FROM THE JURISDICTION OF ONE ROC TO ANOTHER


GNL 1 For filing copy of application to ROC

INC 23 For seeking approval of Regional Director


INC 28 For filing copy of RD order with ROC

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Procedure to be followed

· Pass Special Resolution seeking members' approval for shifting of registered office. Form MGT-14 to be filed within 30 days.

· At least one month before filing application with Regional Director -

o publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated and

o serve individual notice on each debenture holder, depositor and creditor of the company The newspaper advertisement/notice to creditors should state that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice.

· Draw up the application and file form INC 23, supported by following documentso Copy of minutes of meeting in which special resolution has been passedo Copy of Memorandum of Associationo Notice convening the general meeting along with explanatory statemento Extract of special resolution passed by members approving the change of registered office o Copies of advertisement publishedo Copies of notice sent to creditors, debenture holder, depositor along with dispatch proofo Particulars of objections received;o Any attachment to support the details of prosecution filed against the company and its officers in

default, if any

· File a copy of the application to ROC in form GNL 1

· Once the order is passed by the RD, approving shifting of the registered office, File copy of RD order with ROC in form INC 28.

· After filing form INC-28, file form INC 22 with both the ROCs, supported by the following documents:o the registered document of the title of the premises of the registered office in the name of the

company; or o the notarized copy of lease or rent agreement in the name of the company along with a copy of

rent paid receipt not older than one month; o the authorization from the owner or authorized occupant of the premises along with proof of

ownership or occupancy authorization, to use the premises by the company as its registered office; and

o the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

o Copy of order passed by RD.


MGT 14 Within 30 days of passing special

resolution

GNL 1 Simultaneously with filing of form INC 23

INC 23 At least 1 month after serving notice to

creditors and publication of newspaper

advertisement

INC 28 Within 30 days of order passed by RD


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Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

Filing fees (For forms INC 22, INC 28 and MGT 14)







Additional fees Period of delay Rate of Additional Fees Up to 30 days 2 times of normal fees



Filing fees (For form GNL 1 and INC 23)

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Application made

Other than OPC & Small company

OPC & Small company

(i) By a company having an authorized share capital of: a) Up to Rupees 25,00,000 b) Above Rupees 25,00,000 but up to Rupees 50,00,000 c) Above Rupees 50,00,000 but up to Rupees 5,00,00,000 d) Above Rupees 5,00,00,000 but up to Rupees 10 crore or more e) Above Rupees 10 crore

2000 5000

10000

15000

20000

1000 1500

N/A

N/A

N/A

(ii) By a company limited by guarantee but not having a share capital

2000 N/A

(iii) By a company having a valid license issued under section 8 of the Act (Section 8 Company)

2000 N/A



Forms have to be certified by a Practising Chartered Accountant or Company Secretary or Cost Accountant.

For Example – Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Bangalore, Karnataka (ROC, Bangalore)




Member's approval by means of special resolution and Regional Director's approval

E-form to be filed

IV. SHIFTING OF REGISTERED OFFICE FROM ONE STATE OR UNION TERRITORY TO ANOTHER STATE


GNL 1 For filing copy of application to ROC

INC 23 For seeking approval of Regional Director

INC 28 For filing copy of RD order with ROC


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Procedure to be followed

· Pass Special Resolution seeking members' approval for shifting of registered office. Form MGT-14 to

be filed within 30 days.

· Draw up the application supported by following annexures:

o a copy of the memorandum and articles of association; o a copy of the notice convening the general meeting along with relevant Explanatory Statement; o a copy of the special resolution sanctioning the alteration by the members of the company; o a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution; o an affidavit verifying the application; o the list of creditors and debenture holders entitled to object to the application; o an affidavit verifying the list of creditors; o the document relating to payment of application fee; o a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.


o a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details, namely:-

· the names and address of every creditor and debenture holder of the company; · the nature and respective amounts due to them in respect of debts, claims or liabilities

o an affidavit, signed by the Company Secretary of the company, if any and not less than two directors of the company, one of whom shall be a managing director, where there is one, to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge.

o an affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state

· File an application to the Chief Secretary of the concerned State Government or the Union territory for giving notice of the proposed shifting of registered office.

· Keep a duly authenticated copy of the list of creditors at the registered office of the company so that any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.

· File a copy of the application along with all annexures to ROC in form GNL 1.

· File form INC 23 to Regional Director supported by the application and all annexure as stated above and a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar (challan of form GNL 1) and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.

· At least 14 days before the date of hearing given by Regional Director -

o advertise the application in the Form No.INC.26 in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district;

o serve, by registered post with acknowledgement due, individual notice(s), on each debenture-holder and creditor of the company; and

o serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.

The newspaper advertisement/notice to creditors should state that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice.

· Once the order is passed by the RD, approving shifting of the registered office, file form INC 22 with both the ROCs, supported by the following documents:

o the registered document of the title of the premises of the registered office in the name of the company; or

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o the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

o the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

o the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

o Copy of order passed by RD.

· File copy of RD order with ROC in form INC 28.

Time limit within which the form has to be filedot

MGT 14 Within 30 days of passing special

resolution

GNL 1 Simultaneously with filing of form INC 23

INC 23 At least 1 month after serving notice to

creditors and publication of newspaper

advertisement




Forms have to be filed electronically on the MCA website under the digital signature of

any one Director of Company Secretary of the Company and the filing fees also needs to

be paid electronically at the time of filing itself.

Filing fees (For forms INC 22, INC 28 and MGT 14)






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Additional fees




Filing fees (For form GNL 1 and INC 23)


Forms have to be certified by a Practising Chartered Accountant or Company Secretary

or Cost Accountant.

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Application made

Other than OPC & Small company

OPC & Smallcompany

(i) By a company having anauthorized share capital of: a) Up to Rupees 25,00,000 b) Above Rupees 25,00,000 but up to Rupees 50,00,000 c) Above Rupees 50,00,000 but up to Rupees 5,00,00,000 d) Above Rupees 5,00,00,000 but up to Rupees 10 crore or more e) Above Rupees 10 crore

2000 5000

10000

15000

20000

1000 1500

N/A

N/A

N/A

(ii) By a company limited by guarantee but not having a share capital

2000 N/A

(iii) By a company having a valid license issued under section 8 of the Act (Section 8 Company)

2000 N/A


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

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.40,000 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 [email protected] or contact Ms. Anita Mehra, Desk Officer on telephone no. 011-45341049.

For more details please visit www.icsi.edu/csbf




The annual membership fee and certificate of practice fee for the year 2015-16 became due for payment st th

w.e.f. 1 April, 2015. The last date for payment of fee is 30 June, 2015.

The membership and certificate of practice fee payable is as follows:

1. Annual Associate Membership fee Rs.1125/- (*)

2. Annual Fellow Membership fee Rs.1500/- (*)

3. Annual Certificate of Practice fee Rs.1000/- (**)

· * A member who is of the age of sixty years or above and is not in any gainful employment or practice can claim 50% concession in the payment of Associate/Fellow Annual Membership fee and a member who is of the age of seventy years or above and is not in any gainful employment or practice can claim 75% concession in the payment of Associate/Fellow Annual Membership fee subject to the furnishing of declaration to that effect.

· **The certificate of practice fee must be accompanied by a declaration in form D duly completed in all respects and signed. The requisite form 'D' is available on the website of Institute www.icsi.edu.

The fee can be remitted by way of:

(i) Online (through payment gateway of the Institute's website (www.icsi.edu)(ii) Cash/Cheque at par/Demand draft/Pay order payable at New Delhi (indicating on the reverse name

and membership number) drawn in favour of 'The Institute of Company Secretaries of India' at the Institute's Headquarter or Regional/Chapter offices.

For queries, if any, the members may please write to Mr. Saurabh Bansal, Asst. Education Officer at email id [email protected].

a. Login to portal

b. Click Online services on the right top corner and then click Login

c. Fill the User name: Enter your membership no. (e.g. A1234) as per the sample given on the page

d. Password. Fill the password. In case you do not have a password, you may retrieve the password in case your email is correctly registered in the Institute's record. Alternatively, you may send an email request for password with your ACS/FCS membership no. to

e. After login, go to Members Option (from top menu) then click on 'My Account’

f. Click on Payment Requests

g. Click on Membership fee request

h. Make the payment and press submit button

MODE OF REMITTANCE OF FEE

Steps for online payment:

www.icsi.edu

[email protected]

Payment of Annual Membership and Certificate of Practice Fee for the Year 2015-16


http://www.icsi.edu

mailto:[email protected]

Announcement for StudentsONLY SOFT COPY OF DOCUMENTS ARE TO BE ACCEPTED BY TRAINING SECTION OF ICSI

Students are required to submit various documents at Training Section of the Institute of Company Secretaries of India (ICSI) at various stages of their training (viz. applications for issuing of sponsorship letter for undergoing various types of training, Quarterly Reports, Project Reports, NOC, Training Completion Certificate etc.). Further, companies and PCS are also sending their application for registration for imparting training to CS students along with all enclosures, copy of annual report etc.

stIn view of the above, all students are hereby informed that w.e.f. 1 January 2015, only soft copy (i.e. scanned copy of original documents) shall be accepted at Training section of the ICSI. It may be sent at [email protected] mentioning necessary details of the case for reference in the text of the e-mail.

All the soft copies submitted by the students or by the trainer should be duly signed, certified as true copy. The affidavits and other documents in original be supplied by the students/ trainers as deemed necessary by the Training head or the Chief Executive / Secretary of the Institute.

All concerned students / stakeholders are advised to take a note of it.

For any further clarification, please send e-mail at [email protected] call to institute's helpline No:011-33132333

(Monday – Friday: from 7 AM to 11 PM & Saturday: 9.00 AM to 9.00 PM)

Class Room Teaching:

Stage Date of Commenc

ement

Timings Fee Last date for receipt of application

Executive Programme Module –I (Morning) for December 2015 Examination

20.04.2015 6.30 a.m. to 8.30 a.m.

Rs.6100/- 13.04.2015

Executive Programme Module–II (Evening) for December 2015 Examination

20.04.2015 6.00 p.m. to 8.00 p.m.

Rs.5600/- 13.04.2015

Foundation Programme Morning Batch for December 2015 Examination

13.07.2015 9.00 a.m. to 1.00 p.m.

Rs.5100/- 06.07.2015

Foundation Programme Evening Batch for December 2015 Examination

13.07.2015 9.00 a.m. to 1.00 p.m.

Rs.5100/- 06.07.2015

Schedule Fee Venue of Programme Contact

17th June 2015 to 3rd July 2015 (excluding Sundays)

Rs. 5000/- (Non-Residential)

ICSI–SIRC House, 9, Wheat Crofts Road, Nungambakkam, Chennai – 34.

The Regional Director, The Institute of Company Secretaries of India, Southern India Regional Office, 9, Wheat Crofts Road, Nungambakkam, Chennai – 600 034. Phones: 044-28279898 / 28268685 Email : [email protected]

SCHEDULE OF NEXT BATCH OF MANAGEMENT SKILLS ORIENTATION PROGRAMME [MSOP]
