information technology & company secretary

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  • 1.
    • Information Technology
  • &
  • Company Secretary

CS @ IT --------------------------------------------------- 2. DIGITAL SIGNATURE CERTIFICATE 3. [email_address]

  • Why IT
  • e-governance
  • Challenges for CS
  • e - transformation
  • Opportunities for CS

4. Digital Signature Certificate

  • About DSC
  • How to apply
  • Usages of DSC
  • Encreption & decreption
  • Future need of DSC
  • Protection of DSC

5. WHY IT 6.

          • IT Facilitate -GLOBALIZATION
  • Telecommunications Advancement

TransportationFacilities Information Technology & Knowledge Sharing Transparency& Good Governance 7. INTERNET 8. Which enables 9. ENABLESFREE TRADE & COMMERCEFREE COMPETITIONGLOBAL QUALITY BENCHMARKSSPEED OF SERVICEINCREASED TRANSPERANCY COST EFFICIENCYKNOWLEDGE AND RESOURCE SHARINGEXTENDED MARKET BASE 10. IT is Changing the Way Business is Done 11. E-Governance

  • Electronic Governance is the application of IT to the processes of Government functioning to bring about SMART Governance for better:
    • Speed/ efficiency
    • Measurement of Performance
    • Accessibility
    • Reliability (certainty)
    • Transparency
    • new ways to increase citizen participation in the democratic process.

12.

  • 500 implementation
  • agencies
  • 2 lakh sites
  • 70,000 man-years
  • of effort
  • 20 GOI Deptts
  • 35 States / UTs
  • 360 Deptts @ States

National e-Governance Projects Land Records Road Transport Police Land Regn Treasuries Comrl Taxes Agriculture GramPts Municipalities Employment Exchanges Civil Supplies Education Income Tax Passport Visa MCA21 Insurance Banking National ID Central Excise Pensions GIS e-Posts CommonService Centres Gateway e-Procure e-Office eBiz EDI e-Courts India Portal Core Policies 13. NEGP Mission Mode Projects (MMPs)

  • Integrated
  • e-BIZ
  • EDI
  • India Portal
  • Commondf
  • EG Gateway
  • E Courts
  • E-Office
  • E Procurement
  • State
  • Agriculture
  • Land Records
  • Transport
  • Treasuries
  • Commercial Taxes
  • Gram Panchayats
  • Municipalities
  • Registration
  • Police
  • Employment Exchange
  • Central
  • Income Tax
  • Central Excise
  • Passports/Visa &Immigration
  • MCA 21
  • National ID
  • Pensions
  • Industry Initiative
  • Banking
  • Insurance

14. IT for Company Secretaries 15. An Ordinary Company Secretary I Don't Have Time 80% 20% Notices Agenda Minutes Registers Returns Checklists Strategy Research Representation Problem Solving Management Coordination 16. TRANSFORMATION IN ROLE OF CS WITH THE AID OF IT TOOLS Now It Constitutesonly 20% of Profile CURRENT PROFILE 80% TRADITIONAL ROLES NOTICES AGENDAS REGISTERS RETURN CHECTLIST 17. IT requirement for CS

  • MCA-21,
  • EDIFAR,
  • MIS (Management Information System)
  • Software's Like CO-SECY/ERP
  • Online Secretarial Audit
  • e-INCORPORATION
  • e-SEARCH

18. BY CLICK OF A BUTTONYOU CAN OBTAIN WORLD FULL OF INFORMATION

  • Event Based Checklists
  • Fee & Tax Calculators
  • Draft Agenda, Notices & Minutes
  • Latest News & Updates
  • Circulars & Notifications
  • On Line Consultation
  • & Much More .
  • Case Laws & Judgments
  • Bare Acts & Commentaries

Virtual office of CS

  • Compliances Calendar

19. IT Enabled Company Secretary Give Me More Work IT is a Powerful Tool for Company Secretaries 20% 80% Notices Agenda Minutes Registers Returns Checklists Strategy Research Representation Problem Solving Management MIS 20.

  • Recording & Filing
  • Dividend
  • Audit
  • Governance
  • Library
  • Learning
  • Meetings Through Video Conferencing
  • Digital Signatures
  • IPO
  • Groups

And Much More . TRANSFORMATION OF TRADITIONAL MECHANISMS 21. Opportunities in IT

  • ONLINE CONSULTANCY
  • SYSTEM AUDITS
  • ONLINEVERIFICATION & SUBMISSION OF FORMS/RETURNS
  • ONLINE BACK OFFICE MAINTENANCE
  • LEGAL SOFTWARE'SDEVELOPMENT & MARKETING
  • MULTINATIONAL MEGA FIRMS
  • KNOWLEDGE PROCESS OUTSOURCING, (KPO)

22. KNOWLEDGE MANAGEMENT

  • WWW . SEC297 .COM
  • WWW. SEC372 . COM
  • WWW. SEC58A .COM
  • WWW. BUYBACK .COM
  • WWW. TAKEOVER .COM
  • WWW . IPOS .COM
  • WWW . TRADEMARKHELP .COM
  • WWW. USGAAP .COM

23. IT is a Powerful Tool for Company Secretaries Using IT is a Win Win Proposition

  • Conforming to the requirements
  • Dependable and reliable
  • Available when needed
  • Maintainable
  • Better working conditions
  • Increased job satisfaction
  • Improved health and safety
  • Improved morale
  • Improved stability of employment
  • Increased return on investment
  • Improved operational results
  • Increased market share
  • Increased profits
  • Stability
  • Growth
  • Partnership and mutual understanding
  • Taking Company Secretaries to the World
  • Increased confidence of people in profession
  • Enhanced reputation of fellow professionals
  • Fulfillment of legal requirements
  • Reduction in wastage of natural resources
  • Increased security

Customers Partners Profession Network Partners Employees Society 24. IT Can Help You IT is a Powerful Tool for Company Secretaries Save lot of time 25. IT Can Help You IT is a Powerful Tool for Company Secretaries Make Better Decisions 26. IT Can Help You IT is a Powerful Tool for Company Secretaries Coordinate diverse functions effectively 27. IT Can Help You IT is a Powerful Tool for Company Secretaries Be On Time, Everytime 28. IT is a Powerful Tool for Company Secretaries Its YOU Who Have to Use IT 29. So What is required 30.

  • Change in Attitude
  • Ability to adapt to changes
  • Innovation & Creativity
  • Desire to Learn

31. IT driven project

  • MCA-21
  • (A mammoth project of Ministry of Company affairs)
  • (A public private partnership project)

32. Paper Based Operations Paper Less Environment From To Paradigm Transformation In the operations of ROC 33. Assures 34. Speed ,TransparencyandEfficiencyindelivery of the servicesbyMinistry of Company Affairs (MCA) 35. 36.

  • Business : easy registration and compliances
  • Directors : convenience of signing and submission
  • Public : easy access to company records
  • Professionals : efficiency in services
  • Lenders : easy registration and search of charge
  • Government : proactive and effective compliance
  • MCA Employees: delivery of best services

Stakeholder interest 37. e-Incorporation e-Filings Online Registration and verification of charges Inspection of documents Timely redressal of investor grievanceMore time to MCA for qualitative analysis Benefits 38. Basic requirement under MCA-21

  • Registration with MCA portal
  • CIN-Company Identification No.
  • DIN-Director Identification No.
  • DSC- Digital Signature Certificate
  • Others
  • GLN-Global Location No.

39. What is CIN

  • CIN is a 21 digit number allotted to all the companies registered in India by the Registrar of Companies.

40. U 45201 DL 2006 PTC 012121 U45201DL2006PTC12121 This signifies whether co. is Listed (L) or Unlisted (U) This 5 code signifies the business activity of the company This signifies the state in which Co. situates DL for DELHI This signifies year of registration of companyThis signifies status of company, Pub/ Pvt - PTC for Private This is registration no. of Company 41. DIN

  • DIRECTORS IDENTIFICATION NUMBER

42. Legal Validity

  • The concept of a DIN has been introduced for the first time with theinsertion of Sec 266A to 266Gof Companies (Amendment) Act, 2006. As such, all the existing and intending Directors have to obtain DIN within the prescribed time-frame as notified.

43.

  • Sec 266 A Application for DIN
  • Sec 266 C Prohibition to obtain more than one DIN
  • Sec 266 D Obligation of Director to intimate company about DIN
  • Sec 266 E - Obligation of Company to intimate RoC about DIN
  • Sec 266 G Penalty for contravention

44. DIN DIFFERENT FORMSAndchange in DIN 1information DIN 4 Companies to inform ROC within7 days of the informationreceived DIN 3 Directors to inform Companieswithin a period of1 month of allotmentof the DIN.DIN 2 Application FormFor DIN with in 60 days DIN 1 45. FEES for DIN

  • DIN 1 Rs. 100 after 31 stDecember
  • DIN 2 No fee
  • DIN 3 As per schedule X of Companies Act after 31 stMarch 2007
  • DIN 4 No fee

46. Penalties for non compliance

  • Fine may extend to Rs.5000/-
  • And further fine may extend to500/- for every day .

47. DIGITAL SIGNATURE CERTIFICATE 48. Information Technology Act 2000

  • Creating Trust
  • in
  • Electronic Environment

49. Information Technology Act

  • IT Act 2000 : Basic legal framework for E-Commerce - promotes trust in electronic environment
  • IT Actcreates a conducive environment for promoting E-Commerce in the country.
    • Acceptance of electronic documents as evidence in a court of law.
    • Acceptance of electronic signatures at par with handwritten signatures.

50. Information Technology Act ...contd.

    • Acceptance of electronic documents by the government.
    • Defines digital signatures based on asymmetric public key cryptography
    • Provides for the creation of Certifying Authorities to issue public key certificates digital certificates for electronic authentication of users in electronic commerce.

51.

    • Provides for Controller under the IT Act to license the Certifying Authorities and to ensure that none of the provisions of the Act are violated.
    • Provides for dealing with offences in the cyber space in the form of hackers and other criminals trying to gain access into databases and other business sites.
    • Provides for the establishment of Cyber Appellate Tribunal to try cases under this Act for speedy adjudication of cases arising out of this Act.
    • Provides for appropriate changes in the Bankers Act and the Indian Evidence Act.

Information Technology Act ...contd. 52. 53. 54.

  • Why
  • Digital Signatures

55. Security of document requires

  • Authenticity
  • Confidentiality
  • Integrity
  • Non-repudiation

56. Solutions Offered Privacy & ConfidentialityIntegrityNon-Repudiation Authenticity Physical World Notaries, Physical Presence, Photo ID card Signatures, Barcodes, Watermarks, Sealed letter Notarized signature, Receipts &Confirmations Envelopes Electronic World Digital SignatureDigital Signature Digital Signature Encryption 57. Definition DIGITAL SIGNATURE CERTIFICATE (DSC) 58. An electronic signature duly issued by the certifying authority that shows the authenticity of the person who is signing thee- form. 59. What does DSC containandhow it looks like 60. 61. 62. DSC contains

  • Owner name, company and address
  • Owner public key
  • Owner certificate serial key
  • Owner validity dates
  • Certifying authority public key
  • Root certificate of controller of CA

63. Types of DSC Class 1 Class 2 Class 3 Validity of DSC 1 year 2 years 64. Issuing Authority for DSC 65. 66. Digital Signatures underMCA-21 67. Required for

  • Signing of e-forms
  • Secure login

68. Required to

  • Directors
  • Company Secretary
  • Manager
  • Authorised Signatory
  • Professionals
  • (CA/CS/CWA/Advocate)

69. DSC can be obtained

  • Personal capacity
    • Individual User
  • Representative capacity
    • Company User

70. Individual User It can be used for any purpose and in any designation DSC as Individual User Director of any company Manager of any company Authorized representative of any company CS of any company Auditor of any company 71. Company User

  • DSC can be used in single designation and
  • for a single organization only.

DSC in the name of Mr. X as a partner of ABC & Associates DSC can be used only by Mr. X as a partner of ABC & Associates e.g. 72. How to obtain your DSC 73. Follow following steps:

  • Register yourself
  • Online enrollment request
  • Physical application with annexure
  • Downloading of DSC

74. Register Your-self 75. 76. Online enrollment form 77. 78. 79.

  • Submission of physical application

80. 81. Processing of application by Certifying Authority 82. Mail - DSC has been approved 83. Down Load your DSC 84. Enter the Authentication PINreceived in the email notification. After clicking the Download button, a message shall appear on the screenthat the certificate can be downloaded on same machine on which the request was generated.Click OK on the message window to proceed if you are using the same machine. 85.

  • Your signature has been downloaded successfully

86. Check your DSC 87. 88. 89. 90. 91. How to Affix DSC on e-forms 92. 93. 94. 95. 96. Where to keep your DSC 97. Always keep your DSC on USB token 98. Pen Drive Vs. USB token Where as in USB Token,it is simply storing un-signed cheque book in your vault. When you carry Digital Certificate in a PenDrive,it is like keeping blank signedCheque in your wallet. In USB Token when you insert the USB Token, itautomatically copies the certificate to the browser and when you remove the USB Token it automatically The Digital Certificate has to bemanually copied and deletedfrom the browser each time you would have to sign. A virus cannot affect USB Token , and the digital certificate stored would always be secure.Pen Drive areprone to Virus Attack , as it is a normal hard disk, the certificates can always be destroyed / mutilated by Viruses.It is secure device, having inbuilt Cryptographic Service Provider (CSP) andCryptographic processor , used specifically to carry Digital Credentials of individuals and is primarily used for Two Factor authentication.It is a portable hard Disk, which isun-secureand could be used for copying and deleting any files.USB Token Pen Drive / CD 99. Loss of your DSCand Revocation of your DSC 100. 101. How does Digital Signature work Encryption/Decreption throughDSC 102. 103. 104. DSC is a combination of key pair 105. Secret Key Cryptography

  • Single key used to encrypt and decrypt.
  • Key must be known by both parties.
  • Assuming we live in a hostile environment (otherwise - why the need for cryptography?)
    • Private key used to digitally sign.
    • Public key used to verify.

106.

  • Private keys are used for decrypting.
  • Public keys are used for encrypting.
  • encryption
  • plaintext ciphertext
  • public key
  • decryption
  • ciphertext plaintext
  • private key

Using Keys 107. Digital Signature

  • With private key document can be digitally signed
  • signing
  • plaintext signed message
  • private key
  • verification
  • signed message plaintext
  • public key

108. ALICE BOB 109. Transmitting over an insecure channel.

  • Alice wants to send Bob a private message.
      • A public isAlices public key.
      • A private isAlicesprivate key.
      • B public isBobs public key.
      • B private isBobs private key.

110. Hello Bob, Wanna get together? Alice Bob encrypt usingB public decrypt usingB private 111. OK Alice, Your place or mine? Alice Bob decrypt usingA private encrypt usingA public 112. Bobs Dilemma

  • Nobody can read the message from Alice.
  • How does Bob know that the message was really sent from Alice?
  • Bob may be comforted to know that only Alice can read his reply.

113. Alice can sign her message!

  • Alice can create a digital signature and prove she sent the message (or someone with knowledge of her private key).
  • The signature can be a message digest encrypted with A private .

114. Signing with encryption 115. Alice Bob Sign withA private check signature usingA public encrypt usingB public decrypt usingB private Both signing with encryption 116. Implications

  • Suppose Alice denies she sent the message?
  • Bob can prove that only someone with Alices key could have produced the message.

117. Rs. Lets Take another example 118. Measures to avoid misuse of DSC 119. Exclusive Access Password ManagementAvoidance in DSC DelegationApply/affix DSC with proper careUSB Tokens in proper Lock n Key 120. Misuse of DSC may lead to 121.

  • Filing of form without the knowledge of owner
  • Change of Management of the company i.e. filing of form 32 and change of director
  • Dispute under sec.397/398
  • Section 628 cases for wrong information
  • Pre-certification of forms without the knowledge of professionals

122. Future Usages of DSC with Government 123.

  • 500 implementation
  • agencies
  • 2 lakh sites
  • 70,000 man-years
  • of effort
  • 26 GOI Deptts
  • 35 States / UTs
  • 360 Deptts @ States

Land Records Road Transport Police Land Regn Treasuries Comrl Taxes Agriculture GramPts Municipalities Employment Exchanges Civil Supplies Education Income Tax Passport Visa MCA21 Insurance Banking National ID Central Excise Pensions GIS e-Posts CommonService Centres Gateway e-Procure e-Office eBiz EDI e-Courts India Portal Core Policies 124.

  • Issuing forms and licences
  • Filing tax returns online
  • Online Government orders/treasury orders
  • Online file movement and approval system
  • Public information records
  • E-voting
  • Online money orders

125. Last but not the least E-transformationopenstremendous opportunitiesfor Professionals & Business Houses,But it require extensive care while its usage,as with negligence one can losehis own identity/ integritywhich may cause serious problems. 126. Thank you