presentation on the companies ( share capital and

Presentation on The Companies ( Share Capital and Debentures ) Amendment

Rules, 2019, IEPF amendment Rules, 2019,

Annual Filing, Penal Provisions , E-Adjudication u/s 454 and

UDIN and e-CSIN By

Amita DesaiAmita Desai & Company

Company Secretaries Mumbai

- Amita Desi & Co. 27 Sept, 2019

Free to CopyThe presentation is free for sharing as it is created forknowledge sharing. Any part of it can be used .

However use without changes and if possible, humblerequest to give credit to motivate us to share more.

- Amita Desi & Co. 27 Sept, 2019

The Companies (Share Capital and Debentures)

Amendment Rules, 2019[Welcoming move for Promoters & Start-Ups!]

- Amita Desai & Co.

Raising finance & issue of DVR shares

- Amita Desi & Co. 27 Sept, 2019 4

Concerns for start –ups

1. Track record of distributable profits requirement

2. Only 26% of post paid up share capital is allowed

3. Shares of one type cannot be converted into shares ofother type

- Amita Desai & Co. 5

Why DVRsDual-class share structures and DVRs are common in the US and China.

Facebook’s Mark Zuckerberg, Alibaba Group’s Jack Ma have adopted DVRstructures.

Allows start-up founders to maintain control while having a shareholding inthe single to low double-digit range. It’s a need of current time in India

Economic benefits and control are separated

It encourage the country’s most valuable Start -ups to list locally rather thanoverseas on the Nasdaq and the New York Stock Exchange.

It will also bring the country’s start-up ecosystem in line with that in Chinaand US.

Avoid hostile takeover bid


MCA on DVR

The move of Ministry of Corporate Affairs came on 16th August 2019 after

the capital markets regulator, Securities and Exchange Board of India (SEBI)

approved a new DVR framework and notified SEBI (ICDR)

(3rd Amendment) Regulations 2019 on 29th July 2019 and allowed public

offering of ordinary shares of technology companies even if it has shares

with superior voting rights (SR shares), if it meets the conditions.


SEBI ( ICDR) Regulation 6 (2)

Conditions are as follow

1. The Company shall be intensive in the use of technology, informationtechnology, intellectual property, data analytics, bio-technology ornano-technology to provide products, services or business platformswith substantial value addition.

2. SR shareholder shall not be part of the promoter group whosecollective net worth is more than Rs.500 crores

3. SR shares were issued only to the promoters/ founders who hold anexecutive position in the company


SEBI ( ICDR) Regulation 6 (2)4.SR equity shares were issued with approval of members with

special resolution5.SR equity shares have been held for a period of atleast 6 months

prior to the filing of the red herring prospectus6.SR equity shares shall have voting rights in the ratio of a

minimum of 2:1 upto a maximum of 10:1 compared to ordinaryshares and such ratio shall be in whole numbers only;

7.SR equity shares shall have the same face value as the ordinaryshares;

8. The Company to have one class of SR equity shares;9. SR equity shares shall be equivalent to ordinary equity shares in

all respects, except for having superior voting rights- Amita Desai & Co. 9

SEBI ICDRSR shares will be subject to a five-year lock-in after the IPO, until they are

converted into ordinary shares.

Transfer, pledging or lien of SR shares among promoters is also notpermitted.

SR shares will be treated as ordinary equity shares in terms of voting rightson all key matters, including the appointment or removal of independentdirectors and auditors, or voluntarily winding up the company.

The sunset clause specifies how many years differential voting rights willprevail after a listing. SR shares can be converted into ordinary shares after5 years of listing which can be further extended by another 5 years by aresolution for which SR shareholders cannot vote


The Companies (Share Capital and Debentures) Amendment Rules, 2019

On 16th August 2019 ,the Ministry of Corporate

Affairs (MCA) has notified the Companies (Share

Capital & Debentures) Amendment Rules, 2019

which has amended Rule 4, 5, 12 and 18 of Original

Rules of 2014 as follow



Amendments brought in by such notified Rules to boost start up

RULE 4:

DVR

RULE 5:

Certificate of Shares

RULE 12:

ESOP

RULE 18:

DRR

- Amita Desai & Co.

Conditions for issuing DVRs by company section 43 and Rule 4

Authority in the Articles of Association;

Members to approve by Ordinary Resolution and for Equity

Listed company by postal ballot

No default in filing of past 3 years BS and AR

No subsisting default in the payment of

declared dividend and interest or

repayment of its matured deposits and interest or

redemption of its preference shares or debentures and

interest or;

- Amita Desai & Co.

No default in payment of Dividend on preference shares & interest payable there on or Repayment of any term loan from PFI or State level financial institution or

scheduled bank or interest payable thereon; Dues with respect to statutory payments relating to its employees to any

authority or default in crediting the amount in IEPF;

(DVR can be issued after 5 years of completion of FY in which the defaultwas made good)

Not been penalized by Court or Tribunal during the last 3 years of anyoffence under RBI Act, 1934, SEBI Act, 1992, SCRA, 1956, FEMA, 1999 orany other special Act.

- Amita Desai & Co.

Conditions for issuing DVRs by company section 43 and Rule 4

Rule 4: Equity Shares with differential rights


Before Amendment Rules After Amendment Rules

the shares with differential rights

shall not exceed 26% of the total

post issue paid up share capital

(including equity shares with

differential rights);

Consistent track record of

distributable profit for the last three

(3) years.

Voting power in respect of shares

with differential rights shall

not exceed 74% of total voting power

(including equity shares with

differential rights);

No track record of distributable

profit is required

- Amita Desai & Co.

- Amita Desai & Co.

Example

Pre-issued Share Capital

1000 Equity Shares of Rs.10 each Rs.10,000 (50%)

1000 Preference Shares of Rs.10 each ( past 2 years no dividend) Rs.10,000 (50%)

2000 total shares Rs. 20,000 (100%)

Calculation of DVR

DVR to Promoter with 76% Voting Rights [2000 Shares * 76% =1520] 1520 Shares

DVR with 0% Voting Rights but with same Dividend Rights 500,000 Shares

DVR with Right to Information/ Right to appoint Director 10,00,000 Shares

Post Issued Capital 15,01,520 Shares

Issues still remain to address for conducive environment for DVR

1. Conversion of one type of share in another- no rational forsuch restriction

2. Separate ISIN for each class

3. Provisions in AoA to be mandated as there can be multipleDVRs

4. Deter potential investor as difficult to change the promoters

5. Angel investors/FII/QIB/fund houses invest only if they getvoting rights

6. There can be issue of Fractional Right (FR) or InferiorRights with overseeing the management

Rule 5: Certificate of shares (Where shares are not in demat form)


Before Amendment Rules After Amendment Rules

• The Share Certificate of OPC was required to

be signed by DIRECTOR AND CS OR ANY

OTHER PERSON

• The Share Certificate of any companyother than OPC , was signed by TWO

DIRECTORS OR ONE DIRECTOR AND CS

• The Share Certificate of OPC can now be signed by

DIRECTOR OR CS OR Any other person

• any company

• The Share Certificate of any company other

OPC , can now be signed by TWO DIRECTOR

OR ONE DIRECTOR OR CS

Thus, CS shall be personally responsible for

permitting the affixation of his signature on share

certificate

- Amita Desai & Co.

Rule 12: Issue of employee stock options

The Amendment Rules have also substituted the definition of ‘Startup Company’ withthe new Notification issued by the Department of Industrial Policy and Promotion,Ministry of Commerce.

Change in the definition of ‘Startup’

Definition was as per Notification No. GSR 180(E)

dated 17th February, 2016

Now, Definition is as per

Notification No. G.S.R. 127(E)

dated

19th February, 2019 - Amita Desai & Co.

Definition of ‘Startup’ issued by the Ministry of Commerce and Industry

As per Notification No. GSR 180(E)

Date: 17th February, 2016

As per Notification No.GSR 127(E)

Date: 19th February, 2019

An Entity shall be considered as a ‘Startup’;

1. It is not formed earlier than 5 years ;

2. Its turnover has not exceeded Rs.25 Crore; and

3. It is working towards innovation, development,

deployment or commercialization of new products,

processes or services driven by technology or

intellectual property;

Provided that an entity formed by splitting up or

reconstruction of an existing business shall not be

considered a ‘start-up’.

An Entity shall be considered as a ‘Startup’;

1. It is not formed earlier than 10 years.

2. Its turnover has not exceeded Rs.100 Crore.

3. It is working towards innovation, development

or improvement of products or processes or services,

or if it is a scalable business model with a high

potential of employment generation or wealth

creation.

Provided that an entity formed by splitting up or

reconstruction of an existing business shall not be

considered a ‘Startup’.

- Amita Desai & Co.

Rule 12: Issue of ESOP

Start-up companies were allowed to give ESOP(earlier upto 5 years, now increased to 10 Years) to itsemployees who are :

(i) Promoters or persons belonging to the promoter group

or

(ii) A director who either himself or through his relativesor through any body corporate, directly or indirectly holdsmore than 10% of the outstanding equity shares of theCompany

- Amita Desai & Co.

Under the erstwhile framework, the following classes of Companies were

required to comply with the provisions relating to DRR;

NBFCs registered with RBI under section 45-IA of RBI Act, 1934 issuing

debentures through public issue;

Other listed companies coming up with public issue or private placement;

Unlisted companies issuing debentures on private placement basis.

As per the Amendment Rules, the requirement of creating Debenture

Redemption Reserve (DRR) by certain Companies has been done away

with.

Rule 18: Debentures

- Amita Desai & Co.

The synopsis and comparison of the amended rules with respect

to the DRR Provisions

Sr.

No.

Class of Companies As per the Earlier Rules As per the Amended

Rules

1. All India Financial

Institutions regulated by

Reserve Bank of India (RBI)

and Banking Companies

Listed debentures: No DRR

required

Privately placed debentures :

No DRR required

Listed debentures: No

DRR required

Privately placed

debentures : No DRR

required

No change

2. Other Financial

Institutions as per Section

2(72) of the Companies Act,

2013

DRR provisions will be

applicable as applicable to

NBFCs registered with RBI.

DRR Provisions are the same

as provided in the earlier

Rules.

No change

- Amita Desai & Co.

- Amita Desai & Co.

For listed companies other than All India Financial Institutions and

Banking Companies

1. All listed NBFCs and

listed Housing

Finance Companies

(HFC)

Public Issue:

DRR is 25% of the value of the outstanding

debentures issued through public issue.

Private Issue:

No DRR required

Public Issue:

No DRR required

Private Issue:

No DRR required

2. Other listed

companies

Public Issue:

DRR was 25% of the value of the

outstanding debentures issued.

Private Issue:



Public Issue:

No DRR required

Private Issue:

No DRR required

- Amita Desai & Co.

For unlisted companies other than All India Financial Institutions and Banking

Companies

1. All unlisted NBFCs

and unlisted Housing

Finance Companies

(HFC)

Public Issue as per SEBI (Issue and

Listing of Debt Securities) Regulations,

2008:



Private Issue:

No DRR required

Private Issue:

No DRR required

2. Other Unlisted Co. Public Issue as per SEBI (Issue and

Listing of Debt Securities) Regulations,

2008:



Private Issue:



DRR shall be 10% of the value

of the outstanding debentures

issued.

As per revised Rules only following types of companies are required to invest or deposit asper Rule 7 (b) (vi) , a sum not less than 15% of the amount of its debenture maturingduring the year on 31st March of the next year

All listed NBFCs registered with Reserve Bank of India;

All listed Housing Finance Companies (HFCs) registered with National HousingBoard;

All other listed companies (other than All India Financial Institutions, BankingCompanies and Other Financial Institutions); and

All unlisted companies which are not NBFCs and HFCs.

- Amita Desai & Co.

Investor Education and Protection Fund (IEPF)

--Amita Desai & Co.Company SECRETARY

INDEX1. Background

2. Objectives of IEPF

3. Amount forming part of IEPF

4. Due Date to Transfer to IEPF

5. Refund from IEPF

6. Recent Amendments [Investor Education and Protection Fund Authority(Accounting, Audit, Transfer & Refund) Rules, 2016]

7. Documentation to Register Transmission of Securities held in Physical Mode

8. Documentation to Register Transmission of Securities held in DEMAT Mode

9. Documents to be submitted to MCA for Loss of Securities held in PhysicalMode

10. Procedure for Disposing Claims under IEPF

-Amita Desai & Co.

Background

Investor Education and Protection Fund (IEPF) has been

established under Section 205C of the Companies Act, 1956 by

way of Companies (Amendment) Act, 1999 for promotion of

Investors’Awareness and Protection of their interests.

It was also provided in the Amendment Act that no claims shall

lie against the Fund or the Company in respect of individual

amounts which were unclaimed and unpaid for a period of

7 years from the dates that they first became due for payments

and no payment shall be made in respect of any such claims.

-Amita Desai & Co.

Section 125 of Companies Act 2013Section 125 empowers Central Government to establish a Fundto be called the Investor Education and Protection Fund (IEPF).

In phased manner section 125 was notified

On 13 Jan 2016 Sub - Sections (5), (6), & (7) have been notified

On 05 September,2016 Sub-Sections (8), (9), (10) & (11) havebeen notified and made effective from 07 September ,2016 and

On 05 September 2016 Sub-sections (1) to (4), (6) [with respectto the manner of administration of IEPF] have been notified andare effective from 07/09/2016.

- Amita Desai & Co.

Amendment on 14 August 2019

MCA has notified on 14th August 2019 amendments in the InvestorsEducation and Protection Fund Authority ( Accounting, Audit, Transferand Refund) Rules, 2016 (Principle Rule, 2016) and the new Rules willbe called the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules,2019.

This Rules brought in Digitization in process for deposit and claim.

Sub Rule 2, 3, 5, 6, 7 and 8 and Schedules are amended

The changes are in Definition, Fund, Statement to be furnished to theFund, Manner of transfer of Shares, Refund to Claimant from the Fund,Power to direct for payment of Fund and Schedules are amended fordocuments and procedures

- Amita Desai & Co.

Digitization in IEPF deposit and claim Under Rule 2 ,now in definition of Company , transferee company in

covered in respect of the assets and liabilities of transferor company which itmay have to transfer to IEPF;

Under Rule 3 in Fund all money to be transferred except shares received under disgorgement of securities pursuant to section 38 (4) of the Act and CG can also give grant to IEPF.

Under Rule 5, major changes as a new Form IEPF-1 to be filed by theCompanies and remit the funds online in 30 days from the date it is due .Companies are required to file Form IEPF-1A along with excel sheet for thesubmissions made earlier in 60 days that is by 13 Oct 2019. The Companiesare also required to file Form IEPF-2 in 60 days ( earlier it was 90 days) withstatement of unclaimed and unpaid amount as on Financial year ( not as onAGM)

- Amita Desai & Co.

Digitization in IEPF deposit and claim Under Rule 6, for manner of transfer of shares in DEMAT account of

IEPF.

the shares for which the beneficial owner has encashed dividendwarrants or any dividend amount in the bank account of the ownerduring last 7 years shall not be required to be transferred.

The Companies are also required to transfer shares in DEMAT account ofIEPF in respect of which dividend has been transferred to IEPFon or before the 7th September 2016, shall also be transferred by thecompany in the name of Investor Education and Protection Fund.

The Companies are now required to file Form IEPF-4 in 30 days of itsCorporate Action for transfer of all benefits ( except Rights) on suchshares which are transferred to IEPF.

- Amita Desai & Co.

Digitization in IEPF deposit and claim

Under Rule 7 Refund to Claimants from the Fund,

Now after filing Form IEPF-5 the Claimant has to submit documents asmentioned in the Rule to the company for verification,

Nodal Officer to be either Director, of CFO or CS and even there isDeputy Nodal Officer, the Nodal Officer is liable for all actions. If noNodal Officer is appointed by the Company, all Directors will be treatedas Nodal Officer. Details of Nodal Officer is required to be given to IEPF inForm IEPF-2 in 15 days that is by 29 August 2019 and any change in 7 days

The Legal Heir can be direct Claimant with IEPFand he is not requiredto complete transmission process with the Company

Other sub rules are modified for verification process

- Amita Desai & Co.

Digitization in IEPF deposit and claim

Under Rule 8 Form IEPF-6 is deleted and theCompany is required to file Form IEPF-2 as per Rule 5(8) with the details required as on closure of forwhich AGM is called .

Schedules are added for documentation andprocess for deposit and claims by electronically ,online payment and e-verification is standardizedwith time line

- Amita Desai & Co.

Amount forming part of IEPF –Section 125a. Unpaid dividend;

b. Share Application money due for refund;

c. Matured deposits;

d. Matured debentures;

e. Interest accrued on the above amounts;

f. Grants and Donations received

g. Under Section 38 (4) disgorgement or disposal ofsecurities

-Amita Desai & Co.36

Due Date of amount to be transfer to IEPFAny money transferred to the Unpaid Dividend

Account of a company in pursuance to section

124(5) which remains unpaid or unclaimed for

a period of Seven years from the date of such

transfer shall be transferred by the company

along with interest accrued, if any, thereon to

IEPF.


Due Date of amount to be transfer to IEPF


Refund from IEPFClaimant to fill Form IEPF 5 on the website of IEPF along

with the fees and send it to the company along with required

documents for the verification of claim.

Company to send the Verification report of claim to the IEPF

in the pre-decided format along with all the documents within

15 days of receiving the claim.

For a Monetary refund, IEPF shall initiates e-Payment in the

Claimant’s Bank Account.

If Shares are reclaimed, the shares will be credited to the

Claimant's Demat account by IEPF.-Amita Desai & Co.39

Recent Amendments in IEPF Authority (Accounting Audit

Transfer & Refund) Rules, 2016

Transferee Company shall transfer unpaid/unclaimed amount in

respect of Assets and Liabilities of Transferor Company.

Company shall remit any amount under Section 125 Online along

with Form IEPF-1 within 30 days of becoming due.

Any company has not filed statement or filed in any other form

than Excel shall submit details in Form IEPF-1A along with Excel

Template within 60 days of notification.

Within 60 days of AGM and thereafter till completion of 7 years

identify unclaimed amount as on closure of FY for which the

AGM is called and furnish on its website and on website of MCA.-Amita Desai & Co.40

Recent Amendments in IEPF Authority (Accounting Audit

Transfer & Refund) Rules, 2016Company required to credit amounts or shares to the fund or has

already deposited the amount or transferred the shares to IEPF

shall nominate a Nodal Officer, who shall either be a Director

or CFO or CS of the company, for the purposes of verification

of claims and coordination with IEPF Authority.

Within 30 days from the date of receipt of claim the Company

shall send an online verification report to MCA in

Form IEPF-5 along with Documents submitted by Claimant.


Documents to be submitted to MCA to Register

Transmission of Securities held in Physical Mode

Shares held Singly with Nomination:

Transmission request Form

Death Certificate

Copy of PAN Card

Original Share Certificate

Any Government ID Proof




Shares held Singly Without Nomination:

Documentary requirement for Nomination

+

Affidavit from all Legal Heirs on a Non-Judicial

Stamp Paper


Documents to be submitted to MCA to Register Transmission of

Securities held in Physical Mode

For Value of Securities upto Rs. 200,000

• Succession Certificate or Probate of Will or Letter ofAdministration

OR

• NOC from all Legal Heir or Copy of Family Settlement Deal &Indemnity Bond indemnifying the STA or Issuer Company

For Value of Securities more than Rs. 200,000

• Succession Certificate or Probate of Will or Letter ofAdministration




Shares held Jointly with Nomination

Transmission request Form

Copy of Death Certificate

Copy of PAN Card

Original Share Certificate





Shares held Jointly without Nomination


+

Affidavit from all Legal Heirs on a Non-Judicial

Stamp Paper




For value of Securities upto Rs. 200,000

• Succession Certificate or Probate of Will or Letter ofAdministration or Court Decree

OR

• NOC from all Legal Heir(s) or Copy of Family Settlement Deed &Indemnity Bond indemnifying the STA or Issuer Company



-Amita Desai & Co.


Transmission of Securities held in DEMAT Mode

Shares held Singly with Nomination

Transmission Request Form

Death Certificate

Copy of PAN Card

Copy of Transaction Statement duly Certified by DP





Shares are held Singly without Nomination


+

Affidavit from all Legal Heir(s) on a Non-Judicial

Stamp Paper




For Value of Securities upto Rs. 200,000


OR




-Amita Desai & Co.



Shares are held Jointly with Nomination

Transmission Request Form

Copy of Death Certificate

Copy of PAN Card

Copy of Transaction Statement duly Certified by DP





Shares are held Jointly without Nomination


+

Affidavit from all Legal Heir(s) on a Non-Judicial

Stamp Paper




If Value of Securities upto Rs. 200,000

• Succession Certificate or Probate of Will or Letter of Administrationor Court Decree

OR


If Value of Securities more than Rs. 200,000

• Succession Certificate or Probate of Will or Letter of Administrationor Court Decree

-Amita Desai & Co.

Documents to be submitted to MCA for Loss of

Securities held in Physical Mode

Notarized Copy of FIR/ Police Complaint

Surety Affidavit Equal to Market Value of Shares along

with Proof of Identity attested by Notary

Indemnity Bond by Surety duly attested by Notary

Copy of Advertisement issued in One English Newspaper

having Nationwide Circulation & in One Regional

Newspaper, if the Market Value of Shares is Greater than

Rs. 10,000


Procedure for Disposing Claims under IEPF

Company shall be responsible for Verifying the genuineness

and entitlement of the Claimant

Company shall verify and retain all the Original documents

submitted by the Claimant

Company shall be responsible to verify the Amount & Shares

involved in Claims according to E-filing made by it to IEPF

Company shall submit E-verification report to IEPF


Procedure for Disposing Claims under IEPFIEPF shall follow the following procedure while Disposing Claims:

Verify Completeness of all information provided in Form IEPF-5

Matching of Information with Scanned Documents attached with

Claims

Affidavit & Other Supporting documents for Change or Variation

in Name

-Amita Desai & Co.

Affidavit & Other Supporting documents for Change or Variation

in Address

Indemnity on Stamp paper in name of Claimant

Verification of PAN details of Claimant with Client Master List

(CML)

In case of claims related to Physical Securities, authentication of

Scanned Copy of Certificate shall be attached with Form IEPF-5

-Amita Desai & Co.

Verification & Matching of DEMAT Account No., Name of Claimant,

PAN, Address from CML

Matching of Client Master List (CML) of Unclaimed Suspense

Account, if any Shares are Transferred from Unclaimed Suspense

Account

Verification of Transaction Statement of Unclaimed Suspense Account

Verification of Amount due to Claimant from E-form IEPF-1 or INV-1

or IEPF-1A


Forms Revised

FORM NO.IEPF-1A– Statement of amounts credited to IEPF-in 30dayson such amount becoming due to be credited in IEPF as per Rule 5 (1)

FORM NO.IEPF-1A– Statement of amounts credited to IEPF-Section 205C of CA 1956, one time in 60 days as per Rule 5 (4A) fromthis notification of 14.08.2019 that is by 13.10.2019

FORM NO. IEPF-2

(i) Statement of unclaimed and unpaid amounts as per Rule 5 (8)on the date of closure of FY for which AGM is held(ii) Details of Nodal Officer and changes as per Rule 7(2B)

FORM NO. IEPF-4 – Statement of shares transferred to IEPF afterCorporate Action

FORM NO. IEPF-5 – Application to IEPF for claiming unpaid amountsand shares out of IEPF

Hope that shareholders will be benefited with such Digitization in IEPF for Deposit and Claim

for refund

- Amita Desai & Co.

Annual Filing

By Companies

Section 92: Annual Return

(w.e.f. 1st April, 2014)

Section 137: Copy of Financial

Statement to be filed with Registrar

(w.e.f. 1st April, 2014)

- Amita Desai & Co.

Section 92: Annual Return

Annual Return

Company’s Financial Position

Company’s Activities

Boards s Composition

- Amita Desai & Co.

Annual Return in Form MGT - 7 which shall contain the following particulars as on

the close of the Financial Year

its promoters, directors, key managerial personnel along with changes therein since the close of the

previous financial year

meetings of members or a class thereof, board and its various committees along with attendance details

remuneration of directors and key managerial personnel and for private companies aggregate amount of

remuneration drawn by directors

penalty or punishment imposed on the company, its directors or officers and details of compounding of

offences and appeals made against such penalty or punishment

its registered office, principal business activities, particulars of its holding, subsidiary and associate

companies

- Amita Desai & Co.

matters relating to certification of compliances, disclosures as may be prescribed

its shares, debentures and other securities & shareholding pattern and its indebtedness

Details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating

their names, addresses, countries of incorporation, registration and percentage of shareholding held by them

such other matters as may be prescribed

its members and debenture-holders along with changes therein since the close of the previous financial

year

- Amita Desai & Co.

Summary of Section 92 –Annual Return

Every Company shall prepare its Annual Return in Form MGT-7 stating certain details as on close of the

Financial Year

An extract of Annual Return in Form MGT-9 shall be attached with the Director’s Report.

(Same is exempted for Specified IFSC Public Co. & Private Co.)

Signing of Annual Return

Other Co.

OPC/ Small/

Startup Private

Co.

Director & CS

(OR)

Where there is

no CS, by a

PCS

CS

(OR)

Where there is

no CS, by a

PCS

Certification of Annual Return

The Annual Return filed by;

Listed Co.

(OR)

Co. having paid-up share

capital of Rs.10 Cr. or more

(OR)

Turnover of Rs.50 Cr. or more

Shall be certified by

PCS. The

Certificate shall be

in Form MGT-8

- Amita Desai & Co.

Filing of Annual Return Inspection of Annual Return

If AGM heldIf AGM not

held

Within 60

days of AGM

Within 60 days

from the date on

which AGM

should have been

held

By any Member, Debenture Holder, Other

Security Holder or Beneficial Owner;

During business hours for reasonable time

of not less than 2 hours on any working

day;

On payment of fees as may be specified in

AOA but not exceeding Rs.50/-

Copies of Annual Return shall be furnished to any Member, Debenture Holder, other Security Holder or Beneficial

Owner on payment of such fees as may be specified in AOA but not exceeding Rs.10/- per page.

Annual Return by Foreign Company shall be prepared & filed within a period of 60 days from the

last day of its financial year in Form FC-4

- Amita Desai & Co.

Penalty for Non-Compliance with

Section 92

Company Officers in Default PCS

Penalty of Rs.50,000

&

In case of continuing

failure, penalty of

Rs.100 per day

maximum of

Rs.5,00,000

Fine not less than

Rs.50,000 which may

extend to Rs.5,00,000

Fine not less than

Rs.50,000 which may

extend to Rs.5,00,000

- Amita Desai & Co.

Section 137: Copy of Financial Statement to be filed with

Registrar

Copy of the Financial Statement including consolidated Financial Statement, if any, duly

adopted at the Annual General Meeting shall be filed with the Registrar of Companies (ROC)

E-form AOC-4 to be filed

within 30 days of the date of

the Annual General Meeting

E-form AOC-4 - XBRL to be

filed within 30 days of the

date of the Annual General

Meeting

E-form AOC-4 - CFS to be

filed within 30 days of the

date of the Annual General

Meeting

One Person Company (OPC) shall file the financial statements duly adopted by its

member within 180 days from the closure of the Financial Year.

- Amita Desai & Co.

Penalty for Non-Compliance with Section 137

Company Officers in Default

Penalty of Rs.100

per day during the

failure continues

not exceeding

Rs.10,00,000

MD or CFO or

Authorised Director:

Penalty of

Rs.100,000 and in

continuing failure

penalty of Rs.100 per

day not exceeding

Rs.500,000

- Amita Desai & Co.

Penal Provisions

- Amita Desai & Co.

Fine v/s Penalty

Fine Penalty

As per the definition provided in Oxford Dictionary:

Fine is “a sum of money exacted as a penalty by a

court of law or other authority.”

In other words, Fine is the amount of the money that

a court can order to pay for an offence after a

successful prosecution in a matter.

Fine imposed when any application/ petition filed

with any judicial body.

Example: fine include exceeding the speed limit or

driving under the influence of alcohol.

As per the definition provided in Oxford Dictionary:

Penalty is “a punishment imposed for breaking a

law, rule, or contract.”

In general language, a penalty is imposed by an

appropriate authority when a person have not

complied with the law but have not committed any

offence.

Penalties do not require court proceedings and are

imposed on failing to comply with a provision of an

Act.

Example: payment of an additional charge in the

event a party fails to perform a condition in the

contract.

- Amita Desai & Co.

Re-categorization of offences under the Companies Act, 2013

Section Nature of Default Punishment

Section 53(3):

Prohibition of issue of

shares at a discount

Prohibition of

issue of

Shares at a

discount

Non-compliance with sub-section (3) of Section 53 shall

result in the company and any officer in default being

liable to a penalty, instead of being punishable with fine

or imprisonment or with both._______________________________________________

Company & Officer in default:

Amount equal to the

amount raised through

the issue of shares at discount

OR

Rs.5,00,000

AND

Company:

shall also be liable to refund all monies received with 12%

p.a. interest from the date of issue of such shares to the

persons to whom such shares have been issued

Whichever

is less

- Amita Desai & Co.

Section 64(2):

Notice to be given to

Registrar for alteration of

share capital

Failure/delay in filing

notice for alteration

of share capital

Non-compliance with sub-section (1) of Section 64 shall result

in the company and any officer in default being liable to a

penalty, instead of being punishable with fine.____________________________________________


Penalty of Rs.1000 for each day during which such default

continues OR Rs.5,00,000 whichever is less

Section 92(5):

Annual return

Failure/delay in filing

annual return

Non-compliance with sub-section (4) of Section 92 shall result

in:

(i) the company being liable to a penalty, instead of being

punishable with fine; and

(ii) every officer in default being liable to a penalty, instead

of being punishable with fine or imprisonment or with

both.


Penalty of Rs.50,000 and in case of continuing failure, further

penalty of Rs.100 for each day during which such failure

continues up to maximum of Rs.5,00,000

Company Secretary in Practice:

Punishable with fine of Rs.50,000 to Rs.5,00,000

- Amita Desai & Co.

Section 102(5):

Statement to be annexed to

notice

Attachment of a

statement of special

business in a notice

calling for general

meeting

Non-compliance with Section 102 shall result in every

promoter, director, manager or other key managerial

personnel who is in default being liable to a penalty, instead

of being punishable with fine.___________________________________________

Promoter, Director, Manager or other KMP who is in

default:

Penalty of Rs.50,000 OR 5 times the amount of benefit

accruing to the promoter, Director or KMP or any of his

relatives, whichever is higher

Section 105(3):

Proxies

Default in providing a

declaration regarding

appointment of proxy in

a notice calling for

general meeting


result in every officer in default being liable to a penalty,

instead of being punishable with fine._________________________________________

Every officer in default:

Shall be liable to a penalty of Rs.5,000/-

- Amita Desai & Co.

Section 117(2):

Resolutions and

Agreements to be filed

Failure/Delay in

filing Certain

resolutions


result in the company and every officer in default including

liquidator of a company, if any, being liable to a penalty,

instead of being punishable with fine.______________________________________

Company:

Penalty of Rs.1,00,000 and in case of continuing failure

penalty of Rs.500 each day subject to maximum of

Rs.25,00,000

Officer in default:

Penalty of Rs.50,000 and in case of continuing failure

penalty of Rs.500 each day subject to maximum Rs.5,00,000

- Amita Desai & Co.

Section 121(3):

Report on annual general

meeting

Failure/ Delay in

filing Report on

AGM by public listed

company


result in the company and every officer in default being

liable to a penalty, instead of being punishable with fine.

_________________________________

Company:

Penalty of Rs.1,00,000 and in case of continuing failure

penalty of Rs.500 each day subject to maximum of

Rs.5,00,000

Officer in default:

Penalty of not less than Rs.25,000 and in case of continuing

failure penalty of Rs.500 each day subject to maximum of

Rs.1,00,000

- Amita Desai & Co.

Section 137(3):

Copy of financial statement

to be

Failure/ Delay

in filing

financial

statement

Non-compliance with sub-section (1) or (2) of Section 137

shall result in:

(i) the company being liable to a penalty, instead of being

punishable with fine; AND

(ii) the Managing Director and the Chief Financial Officer,

if any, and, in the absence of the managing director and the

Chief Financial Officer, any other director who is charged

by the board of directors with the responsibility of

complying with the provisions of Section 137, and, in the

absence of any such director, all the directors of the

company, being liable to a penalty, instead of being

punishable with fine or imprisonment or with both.

_______________________________

Company:

Penalty of Rs.100 for each day during the failure continues not

exceeding Rs.10,00,000

Officer in default:

Shall be liable to a penalty of Rs.1,00,000 and in case of

continuing failure, penalty of Rs.100 each day maximum upto

Rs.5,00,000

- Amita Desai & Co.

Section 140(3):

Removal, resignation of

auditor and giving of

special notice

Failure/ Delay in filing

statement by auditor after

resignation


result in the auditor being liable to a penalty, instead of being

punishable with fine.______________________________________________

Company:

Minimum fine of Rs.25,000 and up to a maximum fine of

Rs.5,00,000

Officer in default:

Minimum fine of Rs.10,000 and up to a maximum fine of

Rs.1,00,000

Section 157(2):

Company to inform

Director Identification

Number to Registrar

Failure/ Delay by company in

informing DIN of director


result in the company and every officer in default being

liable to a penalty, instead of being punishable with fine.

Company:

Shall be liable to a penalty of Rs.25,000 and in case of

continuing failure, penalty of Rs.100 each day subject to

maximum of Rs.1,00,000

Officer in default:

Shall be liable for penalty of Rs.25,000 and in case of

continuing failure, penalty of Rs.100 each day subject to

maximum of Rs.1,00,000

- Amita Desai & Co.

Section 159:

Punishment for

Contravention – in respect

of DIN

Contraventions

related to DIN

Penalty for default in certain provisions:

Non-compliance with Section 152 (Appointment of

directors), Section 155 (Prohibition to obtain more than

one Director Identification Number) and Section 156

(Director to intimate Director Identification Number) shall

result in any individual or director of a company in default

being liable to a penalty, instead of being punishable with

fine or imprisonment.___________________________________

Officer in default:

Shall be liable to a penalty up to Rs.50,000 and in case of

continuing one penalty up to Rs.5,000

- Amita Desai & Co.

Section 165(6):

Number of Directorships

Accepting directorships

beyond specified limits

If a person accepts appointment as a director in contravention

of sub-section (1) of Section 165 such person shall be liable to

a penalty, instead of being punishable with fine.

_______________________

Person accepts an appointment as a director shall be liable to a

penalty of Rs.5,000 for each day

Section 191(5):

Payment to Director for

Loss of Office, etc., in

connection with transfer of

undertaking, property or

shares

Payment to director not

to be made on loss of

office

Non-compliance with Section 191 shall result in the director of

the company being liable to a penalty, instead of being

punishable with fine.

_________________________

Officer in default:

Shall be liable to a penalty of Rs.1,00,000

Section 197(15):

Overall maximum

managerial remuneration

and managerial

remuneration in case of

absence or inadequacy of

profits

Managerial

remuneration

Under sub-section (15) Non-compliance with Section 197 shall

result in any person in default being liable to a penalty, instead

of being punishable with fine. ____________________________________________

Officer in default:

Shall be liable for a penalty of Rs.1,00,000

Company:

Shall be liable for a penalty of Rs.5,00,000

- Amita Desai & Co.

Section 203(5):

Appointment of Key

Managerial Personnel

Appointment of

KMPs in certain

class of companies

Non-compliance with Section 203 shall result in the

company, every director and key managerial personnel of the

company who is in default being liable to a penalty, instead

of being punishable with fine.

___________________________

Company:

Penalty of Rs.5,00,000

Officer in default:

Penalty of Rs.50,000 and in case of continuing one penalty

of Rs.1000 each day subject to maximum Rs.5,00,000

Section 238(3):

Registration of the offer of

scheme involving transfer

of shares

Registration of the

offer of scheme

involving transfer

of shares

Non-compliance with clause (c) of sub-section (1) of Section

238 shall result in the director being liable to a penalty,

instead of being punishable with fine.

___________________________

Officer in default:

Shall be liable to penalty of Rs.1,00,000

- Amita Desai & Co.

Adjudication of Penalties

The Companies (Amendment) Ordinance, 2018 hadsubstituted Section 454 (3) in the Companies Act, 2013(effective from 2nd Nov 2018)

The Ministry of Corporate Affairs had substituted Rule 3in the Companies (Adjudication of Penalties) AmendmentRules, 2019 vide its Notification (Dated 19th February,2019)

Section 454 Adjudication of Penalties and Rule 3 of Companies

(Adjudication of Penalties) Rules, 2014

Section 454(1)

The Central Government (CG) may, by an order published in the

Official Gazette, appoint as many officers of the Central Government,

not below the rank of Registrar, as adjudicating officers for adjudging

penalty under the provisions of this Act in the manner as per the

Companies (Adjudication of Penalties) Rules, 2014.

Section 452 (2)

The CG shall specify the jurisdiction of appointed adjudicating officers

in the order.

Imposing Penalty for Non Compliance

Section 454 (3) – Substituted 02.11.2018

If there is any non-compliance or default under the relevant

provisions of the Companies Act, 2013 then adjudicating officer

may, by an order –

a) Impose penalty on the Company, the officer who is in

default, or any other person, as the case may be; and

b) direct such company, or officer who is in default, or any

other person, as the case may be, to rectify the default,

wherever he considers fit.

Section 454 (4) Opportunity of Being heard and Companies

(Adjudication of Penalties) Rules, 2014

Section 454 (4)

The adjudicating officer before imposing any penalty shall give a

reasonable opportunity of being heard and issue a written notice in the

specified manner to such Company and the officer who is in default

• Rule 3 (2) reads that

The adjudicating officer shall issue a written notice in the specified

manner to the Company and the officer in default or any other person,

as the case may be, to show cause, within such period as may be

specified in the notice (which is not <15 days and >30 days ) why the

penalty should not be imposed on it or him.

Rule 3 (3)

The notice issued shall clearly specify the nature of

non-compliance or default have been committed or

made by such Company and the officer who is in

default or any other person, as the case may be and

also draw attention to the relevant penal provisions

of the act and the maximum penalty which can be

imposed on it and him.

Rule 3 (4)

The Company and the officer who is in default or any other person has to

reply to such notice shall be filed in electronic mode only within time

specified in notice.

However adjudicating officer may grant extension of further period not

exceeding 15 days if Company and the officer who is in default or any

other person satisfies that

a) it or he has sufficient cause for not responding to the notice within the

stipulated period or

b) the adjudicating officer has reason to believe that the company or the

officer or the person has received a shorter notice and did not have

reasonable time to give reply.

Rule 3( 5)

• If in the opinion of Adjudicating officer physical appearance is

required, he may issue notice within a period of 10 days from

the date of reply and fix a date for appearance.

• Provided that if any person, to whom a notice is issued under

sub-rule (2), desires to make an oral representation, whether

personally or through his authorised representative and has

indicated the same while submitting his reply in electronic

mode, the adjudicating officer shall allow such person to make

such representation after fixing a date of appearance.

Rule 3 (6)

• On the date fixed for hearing and after giving a

reasonable opportunity of being heard, the adjudicating

officer may pass any order in writing as he thinks fit

including an order of adjournment.

• Provided that after hearing Adjudicating Officer may

require the concerned person to submit his reply in

writing on certain other issues related to the notice

relevant for determination of the default.

Rule 3 (7)

Adjudicating officer may pass an order:-

In case physical appearance not required – within 30 days

after the expiry of the period given for reply

(15 to 30 days or such extended period)

In case physical appearance required – within 90 days from

the date of issue of appearance

If due to some reason there is delay in order passed then such

order shall not considered to be invalid.

Rule 3 (8)

Every order given by Adjudicating officer shall be duly dated and signed

by him and shall clearly state the reason for requiring the physical

appearance

Rule 3 (9)

Copy of the order by Adjudicating officer shall be sent to

a) the concerned Company, Officer who is in default or any other

person or all of them;

b) Central Government ; and

c) Copy of the Order shall be uploaded on website.

Powers of Adjudicating Officer under

Rule 3 (10)

to summon and enforce the attendance of any

person acquainted with the facts and

circumstances of the case after recording reasons in

writing;

to order for evidence or to produce any

document, which in his opinion may be relevant

to the subject matter.

Rule 3 (11)

Adjudicating Officer may pass an orderof imposing penalty if any person failsto reply or neglects or refuses to appearbefore him

Rule 3 (12) – Factors to be considered for adjudicating quantum of penalty

a) Size of the Company;

b) Nature of business carried on by the company;

c) injury to public interest;

d) nature of the default;

e) repetition of the default;

f) the amount of disproportionate gain or unfair advantage, wherever quantifiable,made as a result of the default; and

g) the amount of loss caused to an investor or group of investors or creditors as a resultof the default.

Provided that, in no case, the penalty imposed shall be less than the

minimum penalty prescribed, if any, under the relevant section ofthe Act.

Rule 3 (13)

In case a fixed sum of penalty is provided for default of a provision, theAdjudicating Officer shall impose that fixed sum, in case of any defaulttherein.

Rule 3 (14)

Penalty shall be paid through Ministry of Corporate Affairs portal only.

Rule 3 (15)

All sums realised by way of penalties under the Act shall be credited to theConsolidated Fund of India.

Explanation 1

For the purposes of this rule, the term “specified manner” shall mean serviceof documents as specified under section 20 of the Act and rules madethereunder and details in respect of address (including electronic mail ID)provided in the KYC documents filed in the registry shall be used forcommunication under this rule.

Explanation 2

For the purposes of this rule, it is hereby clarified that the requirement ofsubmission of replies in electronic mode shall become mandatory after thecreation of the e-adjudication platform

Any person aggrieved by an order made by Adjudication Officer may prefer an Appeal

Within 60 days from the date of order received by

the aggrieved person

Section 454(5) &(6) Rule 4 of the Companies (Adjudicating Penalties) Rules, 2014

To Regional Director (RD) in From ADJ

Rule 5 Registration of Appeal

On receipt of Appeal RD shall endorse the date on such Appeal and

sign such endorsement and if appeal found in order shall be duly

registered and serially numbered.

Provided that appeal found to be defective, RD may allow not less than

14 days time to appellant to rectify the defects.

Provided further that RD may grant extension of further period of 14 days

if appellant satisfies sufficient cause for not rectifying the defect within 14

days

And

If appellant fails to rectify the defect within 14 days, then RD may refuse to

register such appeal within 7 days by order in writing after completion of

period of 14 days.

Rule 6 Disposal of appeal by RD

Sub rule (1) Serve copy of Appeal

RD shall serve copy of appeal to Adjudicating Officer (AO)

against whose order the Appeal is sought along with notice

requiring such AO to file his reply thereto within a period of 21

days. Provided that RD may extend the further period of 21

days if AO satisfies sufficient cause to not file within period of

21 days.


Sub rule (2) Serve copy of reply

A copy of reply, application and written representation filed by

AO before RD and shall serve same copy to the Appellant.


Sub rule (3) date of hearing

RD shall notify the parties date of hearing before 30 daysfrom the date of hearing of the Appeal


Sub rule (4) Adjournment

On the date fixed for hearing RD may, subject to the reason to be recorded in writing, pass any order as he thinks fit

including order of adjournment of hearing to a future date


Sub rule (5) Order of Ex-parte

In case the Appellant or AO does not appear on the date fix for

hearing RD may dispose off the Appeal “Ex-parte”

However RD may set aside the ex-parte order and restore Appeal

if Appellant appears afterwards and satisfies the RD that there

was sufficient cause for his non-appearance.

Order of Regional Director

Regional Director may after giving the

parties to the Appeal an opportunity of

being heard, pass such order as he thinks

fit, confirming, modifying or setting

aside the order appealed against.

As per Section 454(7) of CA 2013


As per sub rule (6) the Order passed shall be dated and

signed by RD

As per sub rule (7) Certified copy of every order shall be

send to

Adjudicating

Officer(AO) Appellant CG

Penalty

Company Fine not < Rs. 25000 but may extend to Rs. 5 Lac

Officer of the Company in

default

Imprisonment extend to 6 months

Fine not < Rs. 25000 but may extend to Rs.1

Lac

Or with Both

Penalty u/s 454 (8)

UDIN & eCSIN

INITIATIVE TO PURSUE GOOD GOVERNANCE

The Institute of Company Secretaries of India (ICSI) has taken an initiative by

issuing Guidelines on

Unique Document Identification Number (UDIN) &

Employee Company Secretary Identification Number (eCSIN)

in an attempt to pursue heightened sense of self-governance and ready

availability of information about the documents signed by the PCS and also

about the Company Secretaries employed in a particular company.

This initiative leads to bring greater transparency and to pursue the better

governance.

-Amita Desai & Co.

ORIGIN

-Amita Desai & Co.

Council members have the powers which is conferred under

Schedule II, Part II & clause(1) of the Company Secretaries

Act, 1980 in its 261st (special) meeting held on 27th June,

2019 issued Unique Document Identification Number

(UDIN) Guidelines, 2019 that every Company Secretary in

Practice shall be required to generate UDIN for certain

professional services.


Applicability

PCS

Recommendatory

w.e.f. 05th July,

2019w.e.f. 1st Oct,

2019

Mandatory

OBJECTIVE OF ISSUING THESE GUIDELINES

1.• To verify the authenticity of various documents

certified by PCS

2.• To prevent counterfeiting of various attestations &

certifications

3.• To provide ease of maintaining the Register of Attestation

/Certification services rendered by practicing members

4.

• To ensure compliance of the Guidelines issued by the Institute w.r.t ceilings on the number of the various certification/attestation

5.

• To auto-prefill details of Certification/Attestationservices rendered by practicing members in of theform for renewal of Certificate of Practice.

OBJECTIVE OF ISSUING THESE GUIDELINES…Cont.

TRIGGERING EVENTS FOR UDIN GENERATION

Only PCS to register UDIN & its mandatory for PCS to generate UDIN for followingReports and Certifications:

1. Annual Return – MGT 8;

2. Secretarial Audit – Sec 204 of Companies Act, 2013;

3. Secretarial Audit of Material Unlisted Companies Reg. 24A of SEBI (LODR) Regulations, 2015;

4. Annual Secretarial Compliance Report – Reg. 24A of SEBI (LODR), 2015

5. Share Transfer Certification – Reg. 40(9) of SEBI (LODR), 2015;

6. Director Disqualification Certificate;

7. Reconciliation of Share Capital Audit;

8. Foreign Investment (As per notification under FEMA);

A. REPORTS

TRIGGERING EVENTS FOR UDIN GENERATION…Cont.

1. Internal Audit of DP and Stock Brokers;

2. Third Party Certification of Labour Law;

3. Diligence Report for Banks

1. for any other e Form and document(s) which is not listed above and not

mandatory as per these guidelines on voluntary basis.

B. Certificates

C. Others

How to Generate UDIN

The PCS shall go to the designated website namely udin.icsi.edu and create a

login ID and password by entering the Membership No., CoP No., Phone No.,

Email ID , Aadhar and Income Tax PAN.

(i) The login id would be verified through a computer application.

(ii) The UDIN shall be a system generated random alphanumeric number.

(iii) No document shall be required to be uploaded.

Modalities• The modalities for operationalizing these Guidelines are as under:

i. Only PCS can register

ii. Only the member certifying the document may generate UDIN

iii. Regulatory bodies and other stakeholders may verify the authenticity ofdocument s certified by PCS by visiting the designated website

iv. No fee for registration/generation of UDIN

v. UDIN shall be shared on registered Email ID of the Members or through anyother electronic mode

vi. Name of recipient of the professional service, CIN /LLPIN / PAN No. of client(as the case may be) shall be disclosed at the time of generation of UDIN

vii.UDIN once generated but not utilized may be surrendered/ cancelled by thePCS within 7 days of such generation.

Quoting UDIN

UDIN shall be generated at the time of signing the

Certificate/ Report and mandatorily be mentioned in the

Certificate, Report and documents along with the Certificate

of Practice number.

Consequences of violation

Any non-compliance with these Guidelines shall

render the members liable for action under the

Company Secretaries Act, 1980 read with First

Schedule and Second Schedule to the Company

Secretaries Act, 1980.

Confidentiality

The data uploaded by the members at the time

of generating UDIN shall remain confidential

and not be construed as “information” under the

Right to Information Act, 2005.

ORIGIN

-Amita Desai & Co.

Council members have the powers which is conferred

under ScheduleII, Part II & clause(1) of the Company

Secretaries Act, 1980 in its 261st (special) meeting held on

27th June, 2019 issued Employee CompanySecretary Identification Number (eCSIN) , 2019

that every Company Secretary in Practice shall be required

to generate UDIN for certain professional services.

OBJECTIVE OF ISSUING THESE GUIDELINES

1.

• To monitor the appointment and cessation of CompanySecretaries in Employment as CS in Whole-time Employment

2.• to bring more transparency by creating a platform to identify the

Company Secretaries employed in a particular company.

3.

• To provide an opportunity to the members to update theirprofessional address simultaneously in the Institute’s Register ofMembers


Applicability

CS

At the time of

Employment

At the time of

demitting office

Whether by way of

Resignation Removal Retirement Disqualification

TRIGGERING EVENTS FOR eCSIN GENERATION

Quoting eCSIN on the consent letters which is to be

attached with the e-form DIR12 shall be mandatory for

members entering into employment as Company Secretary

w.e.f. 1st October, 2019 and till that time the same shall

remain recommendatory.

Members already holding employment all mandatorily be

required to generate eCSIN not later than 31stDecember,

2019.

How to Generate eCSIN

The member of the Institute shall visit the designated websitenamely ecsin.icsi.edu, create a login id and password byentering the Membership No., Phone No., Email ID, Aadhar,PAN, and such other particulars as may be mandated.

The login ID would be verified through an electronicapplication.

The eCSIN shall be a system generated random alphanumericnumber.

No document is required to be uploaded.

How to Generate eCSIN..Cont

eCSIN shall be shared only on registered Email id of the

Members or through electronic mode.

Member Name, ICSI Membership No., CIN & Name of the

Company, Income Tax PAN No. of member, Date of

Appointment / cessation, Date of Board Resolution, (as the case

may be) shall be disclosed at the time of generation of eCSIN.

No fee for registration/generation of eCSIN.

Quoting eCSIN

eCSIN is to be generated at the time of filing of

e-Form DIR-12

eCSIN is mandatorily required to be quoted on the

consent letter and resignation letter to be attached with

the e-Form DIR-12.

(i) Only Members with an active membership shall register.

(ii) One member can have only one active eCSIN at any given

point of time.

(iii) Regulatory bodies and other stakeholders may verify the

authenticity of eCSIN by visiting the designated website.

Monitoring

Consequences of

violation

Any non-compliance with these Guidelines shall

render the members liable for action under the

Company Secretaries Act, 1980 read with First

Schedule and Second Schedule to the Company

Secretaries Act, 1980.

Confidentiality

The data uploaded by the members at the time of

generation of eCSIN shall remain confidential and not

be construed as “information” under the Right to

Information Act, 2005.

Amita Desai & Co.Company Secretaries

1005, 10th Floor. Solaris Hubtown,N.S. Phadke Marg, Andheri Flyover,

Andheri (E), Mumbai – 400 069

E-mail: [email protected] & [email protected].: 022-26845919/20/21/23