july 2012 issue no 7 - icsiissue no 7 july 2012 chairman marthi s.s. vice-chairman c dwarakanath...

Issue No

7July 2012

Chairman Marthi S.S.

Vice-Chairman

C Dwarakanath

Secretary Dr.Baiju Ramachandran

Treasurer Nagendra D Rao

MembersGopalakrishna Hegde [Ex-Officio]

K. Ramasamy C. Ramasubramaniam

Dr. B. RaviR. Sridharan [Ex-Officio]

C.Sudhir Babu [Ex-Officio]A.Visweswara Rao

[Co-opted]E.SelvarajAshok Thakkar [Co-opted]

Chairman cum EditorDr. Baiju Ramachandran

MembersM.Alagar

Malathi Mohan (Ms.)Marthi S.S.

THE INSTITUTE OF Company Secretaries of IndiaIN PURSUIT OF PROFESSIONAL EXCELLENCE

Statutory body under an Act of Parliament

SOUTHERN INDIA REGIONAL COUNCIL

Chairman

’s Message

ROC’s Column

Service Tax Updates

Article

SIRC Activity Report

Chapter s’ Activity Report

Anno uncements for Members

Announcements for Students

NEWSLETTER COMMITTEE

NO.9,Wheat Crofts Road

Nungambakkam

Chennai - 600034

Ph: 044-28279898;28268685

Email: [email protected]

ICSI-SIRC HOUSE

2

4

6

7

23

25

37

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“To become courageous Leader, you must realize that accepting responsibility is not optional – it is Mandatory”

business in India. I invite all of you to attend

the progarmmes being organized in the

Southern Region and make the Corporate th

I am delighted to inform you that the 37Governance Week a grand success.

Southern India Regional Conference of I wish to emphasise that the Company

Practising Company Secretaries is scheduled Secretaries Benevolent Fund was constituted

to be held at Kerala on Friday & Saturday, the to extend the support to our Fellow nd rd

2 & 3 November 2012. We are deliberating professionals in times of hardship, distress and

on the theme and sub-themes of the unfortunate happenings. This is a collective

Conference and I request you to give your effort of the Company Secretaries fraternity,

inputs for the same.but the size of the Membership of the Fund is

not encouraging to extend the support to the ndThe '2 ICSI Corporate Governance Week' is

Members. I wish to emphasize that larger the being held from 27 – 31 August 2012, During

Membership of the Benevolent Fund, the more this time, it is proposed to organize

will be the financial assistance to the Members. programmes on emerging topics in the area of

Towards this objective, the SIRC is proposing corporate governance, sustainability &

to organize the CSBF Cultural Evening sustainability reporting, integrated reporting,

towards spreading the awareness among the responsible investment, genderdiversity,

Members about the CSBF and also to increase waste management, whistle blowing, risk

the Corpus, so that the level of support to the management & governance, and Good

needy families can be remarkably enhanced. Corporate Citizenship as well as furthering “Go

To propagate the message of Benevolence Green” initiatives throughout the length and

amongst the fraternity of Company breadth of the country by the Regional

Secretaries, I appeal to each and every one of Councils and Chapters. In the Southern

you in the Southern Region to extend your region, the mega event is being launched at

fullest support and co-operation in making this thBangalore on 27 August 2011 on the theme

effort a fruitful one. I request you to come “Good Governance and Sustainability”. It is

forward with any contacts with film being followed by another progarmme at

personalities and renowned musicians and Hyderabad on 28.8.2012.

singers to help us in organizing this

programme. I eagerly look forward to this

support, so that the umbrella of benevolence In Chennai, the programme is being organized th can be extended to the less fortunate brethren on 30 August 2012 and the details are

in times of distress.appearing in this newsletter.

The Regional Council is organizing a series of

programmes during the month of August 2012. As all of us are aware that the Vision and

Mission of the Institute is to promote Good

Corporate Governance practices among

FROM THE CHAIRMAN

www.icsi.edu/siro

SIRC e-NEWSLETTER July 20122/40

The Independence Day Celebrations were held Membership and Certificate of Practice fee was th th ston 15 August 2012 and I am happy to share 30 June 2012 which wasextended up-to 31

with you that CS K Chandrasekharan August, 2012 and in case you have not yet paid

(popularly known as KC) who had played a key the fee, kindly do so immediately to avoid any

role in SIRC having its present wonderful inconvenience and displeasure.. The details of

premises hoisted the National Flag. the same are appearing elsewhere in this

eNewsletter

The Seminar on “Revised Schedule VI & XBRL

Concepts , Termino logy & Prac t i ca l Consequent to the appeal of the President for

demonstration on preparation of Instance conduct of career awareness programmes, thDocument” is being held on 18 August 2012 at some of the members have responded to

ICSI-SIRC House, Chennai and other extend their services in this regard. I would like

programmes are being lined up and shall be to, through these columns, convey my thanks to

informed as soon as they are finalized. I them and I once again remind you to extend

request each one of you to enroll as delegates your valuable support in creating awareness

since the sessions are planned with a practical and enhancing the brand equity of the

approach on the subject.. profession.

I had the pleasure of participating in the Bhoomi I am one who strongly believes that unless each Pooja of the new building project of ICSI- one of you extend your whole hearted support Coimbatore Chapter on 02nd July 2012. The no activity undertaken by us would achieve the Foundation stone was laid by the Hon'ble Union purpose and objective. I therefore once again Minister Dr.M.Veerappa Moily, Ministry of r e q u e s t y o u t o g i v e y o u r Corporate Affairs in the presence of CS Nesar feedback/suggestions/inputs, etc. Ahmad, President, The ICSI; CS.

Ananthasubramanian S.N. Vice-President and Last but not the least let us all give a big hand to CS N.K.Jain Secretary & CEO, The ICSI; CS R all those who have made the country proud at Sridharan and CS Gopalakrishna Hegde, the London Olympics and pray that we will Counc i l Members , The ICSI ; Shr i . achieve a record haul of medals at RIO in 2016.G.Ramasamy, Past President, ICAI;

Shri. M.Gopalakrishnan, President, ICAI; Shri. With warm regardsMahesh Kuvadia, Regional Director, Chennai;

Shri. Manuneethi Cholan, ROC, Coimbatore. Yours Sincerely

I look forward that all the chapters in the CS [email protected] region should look to own a premises [email protected]

of their own so that the activities could be

carried out with more fervor and enrichment.

The last date for payment of Annual


SIRC e-NEWSLETTER July 2012

One of the significant aspect of MCA-21 is GREEN INITIATIVE of the Ministry of Corporate Affairs with primary focus on paperless state of functioning not only in the Ministry of Corporate Affairs but also in the corporate sector as a whole. MCA-21, by itself is a huge leap forward in making the Office of Registrar of Companies paperless barring a few areas of activity like the Legal Department which continues to function with physical files as the Courts have not yet recognized or implemented the GREEN INITIATIVE. The Ministry has taken forward this Initiative to cover the Corporate

Sector by issuing series of Circulars, notably, Circular Nos. 17/2011, 18/2011, 21/2011, 27/2011, 29/2011, 35/2011 and 72/2011. All these circulars attempt to inculcate the Green Initiative at the heart of Corporate Sector giving legal recognition to electronic based transactions.

In Circular No. 17/2011 and 18/2011, Ministry has clarified that the requirements of Sections 53 and 219 will be deemed properly complied if the notices for the General Meeting and copies of the Annual Report containing Balance Sheet, P&L Account, etc., are sent to email address of the Member of the company and the company should fully display these documents in their website and issue suitable advertisement in newspapers both in vernacular language and English. In case the email id of the shareholder/member is not available, these documents will be sent through Post as contemplated in Section 53 of the Companies Act, 1956. It is learnt that the effect of these two circulars would be saving of several tons of papers and consequently several crores of Rupees which are normally spent by companies for printing Annual Reports and sending through posts. In Circular No.21/11, Ministry emphasized the need for electronic voting which will be in compliance with Section 192A of the Companies Act, 1956 read with the Companies (Passing of Resolution by Postal Ballots) Rules 2001. For this purpose, the Ministry has recognized NSDL and CDSL subject to the certification from Standardization Testing & Quality Certificate (STQC) Directorate, Department of Information & Technology. In circular No. 27/2011 and 35/2011, the Ministry has laid down detailed guidelines for conducting meetings through Video Conferencing. If the Board Meeting and General Meeting are conducted in compliance with the conditions stipulated in the said circulars, it would be deemed proper compliance of the relevant sections under which these meetings are held. However, the Ministry has clarified that conducting of such meetings through Video Conferencing is not mandatory but the companies are free to utilize Video Conference facility for Board Meeting and General Meeting which will have legal validity if the conditions specified in Circular are complied with.

In Circular No. 29/2011, Ministry made it mandatory for ROC to issue E-Certificates. In other words, the erstwhile practice of making physical certificates like Certificate of Incorporation, Commencement of Business Certificates, etc. and sending through posts has been discontinued subsequent to the issue of said circular. These digitally signed certificates are sent through email and print out of the same can be taken by the stakeholder /company.

However, many stakeholders / Companies are not aware that such digitally signed certificates sent through email should be validated before presenting them to Banks or any other Authority.

Registrar of Companies,Chennai, TamilnaduShri. Henry Richard

ROC’s Column


ROC’s Column

The Validation Process involves “9 STEPS” which are detailed below:-

C l ick o n th e “ IN V A L ID S IG N A T U R E

(2 )

O p e n t h e d o cu m e n t in

“ A D O BE R E A D E R

( 1 )

N o w C l o s e a ll t h e ot h e r

w i nd o w s b y c l i ck i ng “ O K

( 8 )

A d ia log Bo x w ill

O p en , C lic k “S IG N AT UR E PR O P ER T IES

(3 )

A W indo w w ill op en , C lic k on

“ S HO W C E RT IF IC A TE

op tion loc a te d in t he Top R ig ht

(4 ) Cl ick on T RU ST t ab

th en A DD t o T RUS TED

ID EN TI TIES

(5 )

Ig n or e th e W ar n ing an d C lic k

“ OK ” ( 6)

C lic k on “C E R T IF IE D

D O C U M E N T S C h e c k bo x a nd th e f o llo w ing 3

c h e c k bo x e s a nd C lic k O K

( 7 )

Now Cli ck on t he VER IF Y S IG NATU RE O PTI ON (9 )

Once validation process is completed, Right TICK Symbol will appear on the Digitally signature of ROC. It means that the validation process is completed and only such Validated Digital Certificates should be presented to the Banks etc. In case, if any Stakeholder/company require further guidance in this regard, they can contact Manager – Registrar's Front Office at No.79, GN Chetty Road, T.Nagar, Chennai-600017.

The Green Initiative of the MCA not only enhances the ease of functioning of the office of ROC, but also the offices of Professionals/Stakeholders/Companies. These initiatives have also resulted in substantial saving of money in terms of less paper work which ultimately leave a green footprint and earn carbon credit for the nation as a whole.

The stakeholders/professionals/companies must make full use of these Green Initiatives taken up by the Ministry and avoid paper work. Even the Investors who have any grievance with the company should utilize the mode of filing E-complaints instead of sending physical complaints to the Registrar. Thus the stakeholders /investors/companies/professionals ought to jointly endeavor to accomplish the goal of MCA in Green Initiatives launched by the Ministry.


CS.K.K.RaoK.K.Rao & Associates

Hyderabad

Service Tax Updates

The department had clarified about the changes in the Point of Taxation Rules 2011 according to

which there is no effect in the following two cases viz.

(i)works contracts which were outside the scope of taxation (and not merely exempted) but have

become now taxable e.g. construction of residential complex comprising of 2 to 12 residential units,

construction of buildings meant for use by NGOs etc. (Rule 5 of the Point of Taxation Rules, 2011

shall apply to such services)

(ii) works contracts earlier paying service tax @ 4.8% under Works Contract (Composition Scheme

for Payment of Service Tax) Rules, 2007 and now required to pay service tax @12% on 40% of the

total amount charged, keeping the effective rate again at 4.8% (as only the manner of expression has

been altered).

The provisions of partial reverse charge would also be applicable in respect of such services where

point of taxation is on or after 01.07.2012 under the applicable rule in respect of the service provider.

If the invoice had been issued or payment received in respect of services on or before 31.03.2012,

the point of taxation would stand determined under rule 6 accordingly and shall not alter due to the

subsequent changes in the Point of Taxation Rules, 2011 that became effective only from 1.4.2012.

The department clarified that where the amount of foreign remittance comprises money, the activity

does not comprise a 'service' and thus not subjected to service tax. Wherever any fee is charged that

fee also is not subjected to service tax.

SIRC e-NEWSLETTER July 2012 6/40

CS.M.Alagar Director

Genicon Business Solutions Pvt LtdMylapore, Chennai

FEMA - Recent changes in policy and procedure

S u r r e n d e r o f b a l a n c e h e l d i n E E F C A c c o u n t , D i a m o n d D o l l a r A c c o u n t ( D D A )& Resident Foreign Currency (RFC) Account

External Commercial Borrowings (ECB) – Repayment of Rupee loans

Please find below write up on recent changes in foreign exchange laws – policy and procedures for your ready reference;

With an objective to provide flexibility to exchange earners and in order to meet their financial obligation in foreign currency, as per existing provisions all foreign exchange earners were permitted to retain 100% of their foreign exchange earnings in foreign

currency account such as EEFC, etc. with any AD in India.

Keeping in mind the currency movement against dollar, vide AP DIR Circular No.124 dated May 10, 2012, it was stipulated that in respect of all future foreign exchange earnings, an exchange earner will be eligible to retain only 50% of her/his export earnings in EEFC accounts and the balance 50% shall be surrendered for conversion to rupee balances. This provision was made applicable to Diamond Dollar Account and Resident Foreign Currency (RFC) Account as well.

Further, in terms of AP DIR Circular No.8 dated July 18, 2012, the RFC accounts were subsequently taken out of the purview of the provisions of the aforesaid Circular dated May 10, 2012.

Vide AP DIR Circular No.12 dated July 31, 2012, it has been decided to restore the erstwhile stipulation of allowing credit of 100% foreign exchange earnings to the EEFC account subject to the

condition that the sum total of the accruals in the account during a calendar month should be converted into Rupees on or before the last day of the succeeding calendar month after adjusting for utilization of the balances for approved purposes or forward commitments.

As many of you may be aware that vide AP DIR Circular No.25 dated September 23, 2011 and No.111 dated April 20, 2012, the Companies in Infrastructure and Power sector were permitted to avail ECB for repaying domestic rupee loans subject to certain terms and conditions as stipulated in the said circulars. This facility is still available to those Companies.

Keeping in mind the macro economic situation and rupee movement, RBI vide its APDIR circular No.134 dated June 25, 2012, it has been decided to allow only Indian companies in the manufacturing and infrastructure sector to avail ECBs for repayment of Rupee loan(s) availed from the domestic banking system and / or for fresh Rupee capital expenditure, under the approval route, subject to the terms and conditions as stipulated below;

i. Companies shall be a consistent foreign exchange earner during the past three financial years.

ii. Companies are not in the default list/caution list of the Reserve Bank of India.

iii. Such ECBs shall only be utilized for repayment of the Rupee loan(s) availed of for 'capital expenditure' incurred earlier and are still outstanding in the books of the domestic banking system and / or for fresh Rupee capital expenditure.

iv. The overall ceiling for such ECBs (ECB as in clause iii above) shall be USD 10 (ten) billion.

v. The maximum permissible ECB that can be availed of by an individual Company will be limited to 50 per cent of the average annual export earnings realised during the past three financial years.

vi. The ECBs will be allowed to Companies based on the foreign exchange earnings and its ability to service the ECB.

vii. The Companies should draw down the entire facility within a month after taking the Loan Registration Number (LRN) from the Reserve Bank.

Companies desirous of availing such ECBs may submit their applications in Form ECB through their designated Authorised Dealer bank with certification from the Statutory Auditor regarding the utilization of Rupee loan(s) with respect to 'capital expenditure' incurred earlier. Statutory Auditor shall also certify that the company is a consistent foreign exchange earner during the past three financial years. The outstanding Rupee loan(s) shall be duly certified by the domestic lending bank(s) concerned and the designated Authorised Dealer bank. Authorised Dealer should ensure that the foreign exchange for repayment of ECB is not accessed from Indian markets and the liability arising out of ECB is extinguished only out of the foreign exchange earnings of the borrowing company.

The concerned bank shall monitor the end-use of funds and bank(s) in India will not be permitted to provide any form of guarantee(s).

All other conditions of ECB, such as recognized lender, all-in-cost, average maturity, prepayment, refinancing of existing ECB and reporting arrangements shall remain unchanged and shall be complied with.

This facility will come into with immediate effect and is subject to review at an appropriate time depending upon evolving macroeconomic conditions and other relevant factors.

Article


S.NO. REFERENCE NO DATE DESCRIPTION

1 General Circular No.

19/2012

27.07.2012

Imposing fees on certain e-forms filed with ROC,

RD or MCA(HQ) under MCA-21 where at present

no fee is prescribed


18/2012

26.07.2012

Filing of Cost Audit Report and Compliance

Report in the eXtensible Business Reporting

Language (XBRL) mode.

3 G.S.R. (E) 26.07.2012

Companies (Central Government's) General Rules

and Forms (Fifth Amendment) Rules, 2012 - (Form

21 & 23)


17/2012

23.07.2012

The Investor Education and Protection

Fund(uploading of information regarding unpaid

and unclaimed amounts lying with companies)

Rules 2012.

5 G.S.R. (E) 10.07.2012

Companies (Central Government's) General Rules

and Forms), 2012 - New Form 24AAA

6 G.S.R. (E) 10.07.2012

Limited Liability Partnership (Winding up and

Dissolution) Rules, 2012

7 G.S.R. (E) 10.07.2012

Company Law Board (Fees on Application and

Petitions) (Amendment) Rules, 2012

8 S.O. (E) 10.07.2012

Notifying certain sections of Companies (Second

Amendment) Act, 2012

9 S.O. (E) 10.07.2012

Delegation of Powers of Central Government to

Regional Director

10 S.O. (E) 10.07.2012

Delegation of powers of Central Government to

Registrar of Companies

MCA UPDATES IN JULY 2012

CS Dhanapal S Sr. Partner

S. Dhanapal & Associates Chennai

Article


General Circular No. 19/2012 - Imposing fees on certain e-forms filed with

ROC, RD or MCA(HQ) under MCA-21 where at present no fee is prescribed

Form 23B needs to be filed within 30 days of appointment under digital signature of the auditor, supported by appointment letter issued by the

company.

Fees will be calculated “As per Schedule X to the Act” i.e. based on authorised capital of the company and late fees will be charged as per slab below:

PERIOD OF DELAY FIXED RATE OF ADDITIONAL FEE

Upto 30 days Two times of normal fee More than 30 days and upto 60 days Four times of normal fee More than 60 days and upto 90 days Six times of normal filing fee

More than 90 days Nine times of normal filing fees

Ministry vide General

Circular 14/2012 dated

21st June 2012 had

imposed fees on certain

e-forms which are filed

free of cost at present.

One such form is form

23B – filing of information

by Auditor to Registrar.

As per circular number

14, fees will be levied

w.e.f 22nd July 2012. Vide

the current Circular no. 19

dated 27.07.2012, the last

date for filing form 23B

without fees has been

extended till 4th

August

2012.

A GLIMPSE AT THE UPDATES

Article


ArticleG en era l Ci rcula r N o. 1 8/2 01 2 - Fil ing of Co st Au dit R epo rt a nd Com pl ianc e

Re port in the eX te ns ible Bus in es s Re porting La ngua ge ( XB R L) m ode

M CA vid e Circu lar N o. 8/2012 da te d 10t h

M ay ,

2012 [a s A m e n de d o n 29t h

June , 2012] ha d

m a n date d th at a ll cos t au ditor s an d the

con ce rne d co m p anie s s hall f ile the ir Co s t Au dit

Re p o rts and Co m p lian ce Re p o rts for th e y e ar

2011-12 on w ar ds [in c lud in g th e o ve r due r ep ort s

re la ting t o an y p re vio u s y e ar (s )] o nly in t he X BR L

m o d e .

T he las t da te fo r f ilin g has n o w b ee n e xt e nde d till

31st

D E CE M BE R 2012, w itho ut an y p en alty .

Th e ap p lic ab le ta xo n o m y,

b u sin e ss ru le s, va l id at io n

to o ls, etc . an d also th e

“ P ro d uc t G rou p ”

c lass ifica tio n req u ired fo r

p re p arin g th e co s t au d it

re p o rts a n d c o m p lia n c e

re p o rts as p e r th e n o tif ied

C o st A cc o u n tin g Re c o rd s

Ru les , 20 11 an d C o s t A u d it

Rep o r t Ru le s, 20 11 a re u n d e r

p re p ara tio n an d w o u ld so o n

b e m ad e ava ilab le b y th e

M in istr y. Th e ac tu al d a te f o r

en a b ling X BRL f i lin g w ill b e

in t im ated s ep ar ately.

Notification No. G.S.R. (E) - Filing of Cost Audit Report and Compliance Report

in the eXtensible Business Reporting Language (XBRL) mode

MCA vide notification dated 10.07.2012 has announced that w.e.f. 12.08.2012, filing

of petitions under section 17, 141 and 188 will have to be made online in e-form

24AAA. Vide the current notification, amendment in forms 21 and 23 have been

notified to make provision for inclusion of SRN of form 24AAA in forms 21 and 23. The new forms 21 and 23 will be effective from 12th August 2012.

General Circular No. 17/2012 - The Investor Education and Protection Fund(uploading of information regarding unpaid and unclaimed amounts lying

with companies) Rules 2012.

Ministry vide notification G.S.R. 352(E) dated 10th May 2012 had notified the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012.

As per the said rules, every company shall file each year the details of unclaimed and unpaid amounts in respect of dividends, debentures, deposits, etc. to the ROC in FORM 5INV. This needs to be done till the seventh year after which the amount has to be transferred to IEPF Account and Form 1INV has to be filed.


ffForm 5INV needs to be filed within 90 days of the AGM and details to be given up to the date of AGM. st

For the FY 2010-2011, the last date will be 31 July 2012 or 90 days from AGM whichever is later.

PROCEDURE OF FILING

Article


Notificatio n No. G.S.R. (E) - Com panies ( Central G overnm en t's) General Rules

and Fo rm s), 2012 - New Form 24AAA

Ministry vide the cu rrent circular ha s annou nced a new e- form 24A AA for

filing of the following petitions:

The E-form 24AAA – Form for Filing petitions to Central Government (Regional Director) will be applicable w.e.f. 12th AUGUST 2012. The said form is to be filed pursuant to Section 17, 18, 19, 141 and 188.

At present, petitions under these sections are filed in physical copy to the Company Law Board within whose jurisdiction the Registered Office of the Company is situated with a copy to ROC (in e-form 61).

Format of petition, Memorandum of Appearance and list of documents to be attached with the petition is given in the said notification. Complete text of the notification is available on

http://www.mca.gov.in/Ministry/pdf/G.S.R(E)_011_10_07_2012.pdf

Article


G.S.R. (E)Notification No. - Limited Liability Partnership (Winding up and Dissolution) Rules, 2012

Ministry has notified the new Limited Liability Partnership (Winding up and Dissolution)

Rules, 2012 which will be effective from

The Following modes of winding up have been notified:

10th July 2012.

circumstances for winding up

Þ Resolution with approval of th

3/4 majority of partners

Þ Approval of secured / unsecured creditors

VOLUNTARY WINDING UP WINDING UP BY TRIBUNAL

Inability to pay debts, i.e. to acreditor exceeding one lakhrupees / Execution in favour of Creditor returned unsatisfied / Tribunalis satisfied that LLP is unable to pay debts.

Complete text of the notification is available on

http://www.mca.gov.in/Ministry/pdf/G.S.R(E)_001_10_07_2012.pdf

G.S.R. (E)Notification No. - Company Law Board (Fees on Application and Petitions) (Amendment) Rules, 2012

Ministry has notified the new Company Law Board (Fees on Application and Petitions)

(Amendment) Rules, 2012 which will be effective from 12th August 2012.

In Company Law Board (Fees on Application and Petitions) Rules, 1991, in the Schedule,

following entries shall be omitted:

Article


The above omission has been done in connection with announcement of

new e-form 24AAA for filing of petitions u/s 17, 18, 19, 141 and 188.

Ministry has notified 12 th

August 2012 as the

date on which the provisions of sections 7, 8

(in relation to section 18 & 19 of the

Companies Act, 1956), 20 and 25 (in re lation

to section 188 of the Companies Act, 1956) of

the said Act shall come into force

Notification No:

Vide the current notification; powers of Central Government under the following sections have been

delegated to the Regional Directors at Mumbai, Kolkata, Chennai, Noida, Ahmedabad and

Hyderabad:

S.O (E). - Delegation of Powers of Central Government to Regional Director

(a) section 17, 18, 19

(b) section 22,

(c) sub-section (3),(4),(7) and clause (a) of sub-section (8) of section 224,

(d) section 141,

(e) section 188,

(f) section 297(1) proviso,

(g) section 394-A,

(h) section 400,

Article


(i) second proviso to sub-section (5) of section 439 and sub section (6) of the said section.

(j) clause (a) of sub section (1) of section 496,

(k) clause (a) of sub section (1) of section 508,

(l) sub-section (1) of section 551,

(m) clause (b) of sub- section (7) of section 555 and the proviso to clause (a) of sub section (9) of the said section,

(n) proviso to subsection (1) of section 610, and (o) section 627(o) section 627

Vide the current notification; powers of Central Government under the following sections have

been delegated to the Registrar of Companies:

· Section 21

· Section 25

· Proviso to sub-section (1) of section 31

· Sub-section (1D) of Section 108

· Section 572

The powers and functions under sub-section (1D) of section 108 shall be exercised and

performed either by the Registrar of Companies of the State in which the registered office of the

Company is situated, or by the Registrar of Companies of the State in which the applicant

ordinarily resides.

thThis notification shall come into force with effect from 12 August, 2012.

This notification shall come into force with effect from 12th August, 2012.

S.O (E)Notification No. - Delegation of powers of Central Government to Registrar of Companies

Article


CONSENT ORDER – MEANING

REASONS FOR PROMULGATION OF THE CONCEPT

KIND OF OFFENCE

Consent order means “an order settling administrative or civil proceedings between the regulator and a person (party) who may prima facie be found to have violated securities laws.”

In simple terms, consent order in relation to SEBI, it is an out-of-court settlement order between regulator and a company which has violated the prescribed rules as mentioned in SEBI Act. Consent is an alternative enforcement mechanism at SEBI'S disposal and allows companies to pay charges without having to admit

guilt.

Three major reasons can be ascribed to Consent Orders scheme being promulgated:

(1) Prolonged and costly court litigations can be avoided.

(2) If one loses in trials, one has to suffer the costs and efforts go waste, as well as incur penalty, which is likely to be stricter than what you one has to pay in consent orders.

(3) There is no stigma in cooperating and confessing for a securities laws violation as these laws are so much complex that inadvertent violation do happenIt's generally based on the thought- Even if one commits a wrong knowingly, why aggravate it further?

Generally an offence relating to settling administrative or civil proceedings comes under consent order. Administrative/civil actions by SEBI includes issuing directions such as remedial orders, suspension or cancellation of certificate of registration and imposition of monetary penalty under the respective statutes and action pursued or defended in a court of law/ tribunal.

Apart from the above SEBI has been authorized to pass Consent orders in respect of all types of enforcement or remedial actions which are as follows:

1. Proceedings under Sections 11 relating to functions of the board in matters regarding protection of interest of the investor.

2. Proceedings under Section 11A(1)(b) relating to prohibition by any company from

(i) issuing prospectus, any offer document, or advertisement soliciting money from the public for the issue of securities; or

(ii) specify the conditions subject to which the prospectus, such offer document advertisement, if not prohibited, may be issued

CS SRIRAM P

P.Sriram & Associates

Company Secretaries

Chennai

Article


3. Proceedings under Section 11B according to which the Board if satisfied may approach if it is necessary

(i) in the interest of investors, or orderly development of securities market; or

(ii) to prevent the affairs of any intermediary or other persons referred to in section 12 being conducted in a manner detrimental to the interest of investors or securities market; or

(iii) to secure the proper management of any such intermediary or person, it may issue such directions,-

4. Proceedings under Section 11D relating to Cease and desist proceedings which are entirely based on any violations of provisions of the act done by any person upon a inquiry made by the board.

5. Cases that are pending under the Enquiry Proceedings Regulations

6. Adjudication Rules or equivalent proceedings under the Securities Contracts (Regulation) Act (1956), Depositories Act (1996)

7. Other civil matters pending before SAT/ courts.

It may settle all issues or reserve an issue or claim, but it must precisely state what issues or claims are being reserved. A Consent Order may or may not include a determination that a violation has occurred.

Any person who is notified that a proceeding may/will be initiated/instituted against him/her, or any party to a proceeding already initiated/instituted, may, at any time, propose in writing for settlement.

A consent decree (also referred to as a consent order) is a judicial decree expressing a voluntary agreement between parties to a suit, especially an agreement by a defendant to cease activities alleged by the government to be illegal in return for an end to the charges. Consent decrees are used most commonly in criminal law and family law and sometimes in United States antitrust law.

It had been made clear that Consent orders cannot be construed as waiver of statutory powers by the Board. The Board always has the right to proceed for appropriate action if it cannot achieve its objectives through a consent order.A consent decree can be either interlocutory or final. The former is given on some plea or issue arising in the cause which does not decide the main question; the latter settles the matter in dispute, and a final decree has the same effect as a judgment at law.

Once entered, a consent decree is binding on the consenting parties and cannot be reviewed except on a showing that the consent was obtained by fraud or that the decree was based on mutual error or a failure of consent.

Consent Order can be passed either

Admitting the guilt Without admitting or denying guilt

A cause of action can arise at any stage of the violation of the Securities Laws; hence defaulters can make an application for Consent Order. Consent orders may be passed at any stage after probable cause of violation has been found. Where SEBI is of the view that there is a serious and intentional violation; the process shall not be completed till the fact finding process is completed after proper investigation or otherwise.

PERSON ELIGIBLE TO SEEK CONSENT ORDER

CONSENT ORDER- A JOURNEY IN DEPTH

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Consent orders are passed by the Competent Authority or SAT or court where proceedings are pending, subject to the party taking remedial action and consent terms. As discussed above consent orders can be passed by admitting guilt or without admitting or denying guilt. If an order is passed without admitting or denying guilt, such a person should never represent subsequently that he is not guilty. If such a representation is made, the enforcement process may be reopened. Similar appropriate terms will be sought by SEBI from the court where the prosecution is pending.

The HPAC (High Powered Advisory Committee) which will vet the applications will consist of a Chairman who will be a retired judge of a High Court and three other external experts. In the case of rejection of the consent application, no subsequent application with respect to the same default will be considered by the SEBI at any stage thereafter. SEBI will dispose of the consent application expeditiously preferably within a period of six months from the date of registration of the consent application, it said.

St ep 7 : T he con se nt ord er w ill b e p ub lis h ed th rou gh p re ss rel eas e an d w oul d b e p u t up

on S E B I w eb s ite .

WAIVERS

The party seeking consent order has to furnish as a condition precedent a written waiver from taking any legal proceedings against SEBI concerning any of the issues covered by the consent order. The party shall waive all hearings pursuant to the statutory provisions under which the proceeding has been instituted; the filing of proposed findings of fact and conclusions of law; proceedings before the Board or any officer; all post-hearing procedures; and appeal/review before/by SAT/ courts. Further the party shall waive such provisions of the Regulations or other requirements of law which may be construed to prevent any officer of SEBI from participating in the preparation of, or advising the Competent Authority as to, any order, opinion, finding of fact, or conclusion of law to be entered pursuant to the offer; and any right to claim bias or prejudgment by SEBI based on the consideration of or discussions concerning settlement of all or any part of the internal proceedings. In addition, the party will undertake to waive a plea of limitation for reopening the case, if the party violates the consent order subsequently.

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CONSEQUENCE OF NON-ACCEPTANCE

CHANGES TO CONSENT ORDER - A WALK THROUGH

A.CERTAIN SERIOUS VIOLATIONS CAN NO LONGER BE CONSENTED

SEBI shall not settle the defaults listed below

(i) In case the proposal is not acceptable to the Committee it rejects the proposal and inform the party and the offer of settlement shall be deemed to be withdrawn.

(ii) The rejected offer shall not constitute a part of the record in any proceeding against the person making the offer, provided, however, that rejection of an offer of settlement does not affect the continued validity of waivers.

(iii) SEBI and the Party will be free to resort to legal recourse as may be available to them under law and neither SEBI nor the Party would be entitled to use any information relating to the settlement process in such proceedings.

(iv) Any proceeding which had been kept in abeyance pending the consent process will begin from the stage at which it was kept in abeyance.

With Respect to the Consent Order, SEBI has issued a Circular bearing number CIR/EFD/1/2012 dated 25th May,2012. The new system links the penalty under consent proportionate to the loss to the investors, the gain to the violators and the repetitiveness of violations, Under the consent order system, first introduced in 2007, charges against companies accused of regulatory violations are dropped once a settlement charge is paid, without admitting or denying guilt.

The new system could also introduce the minimum consent amount. Besides, all violation cases of a corporate group or one person will be taken into account, prior to passing a consent order rather than discussing these on individual basis. The changes can be described into 5 heads as under:

i. Insider trading i.e. violation of Regulation 3 and 4 of the SEBI (Prohibition of Insider Trading)Regulations, 1992;

ii. Serious fraudulent and unfair trade practices which, in the opinion of the Board, cause substantial losses to investors and/or affects their rights, especially retail investors and small shareholders or have or may have market wide impact, except those defaults where the entity makes good the losses due to the investors;

iii. Failure to make the open offer (except where the entity agrees to make the open offer or if in the opinion of the Board, the open offer is not beneficial to the shareholders and / or the case is referred for adjudication);

iv. Front-running; for the purpose of this circular, front running means usage of non public information to directly or indirectly, buy or sell securities or enter into options or futures contracts, in advance of a substantial order, on an impending transaction, in the same or related securities or futures or options contracts, in anticipation that when the information becomes public; the price of such securities or contracts may change;

v. Defaults relating to manipulation of net asset value or other mutual funds defaults where the actions of the asset management company (AMC)/ mutual fund (MF)/sponsor, result in substantial losses to the unit holders, except cases where the entity has made good the losses of the unit holders to the satisfaction of the Board;

Article


vi. Failure to redress investor grievances (except cases where the issue involved is only of delayed redressal)

vii. Failure to make such disclosures under the ICDR and Debt Securities Regulations, which in the opinion of the Board, materially affect the right of the investors;

viii. Non-compliance of summons issued by SEBI;

ix. Non compliance of an order passed by the Adjudicating Officer (AO), Designated Member (DM) or Whole Time Member (WTM);

x. Any other default by an applicant who continues to be non-compliant with any order passed by the (AO) or (DM) or (WTM).

B. NO CONSENT APPLICATION UNDER VARIOUS CIRCUMSTANCES

i. No consent application shall be considered-

ii. Before the completion of any investigation / inspection or contemplated in respect of the alleged default;

iii. If an alleged default is committed within a period of two years from the date of any consent order except where the default is minor in nature;

iv. If the applicant has already obtained more than two consent orders, for a period of three years, from the date of the last consent order;

v. Where more than one proceeding arising out of the same cause of action is pending, unless it is for all the proceedings.

vi. if filed, after 60 days from the date of-

(a) service of the notice to show cause, including supplementary notices, if any issued by the Designated Authority (DA)/AO, DM and WTM, whichever is later.

(b) this circular, if the proceedings before the DA/AO, DM and WTM are pending as on that date.;

Provided that the Competent Authority may condone the delay, if the delay is beyond the control of the applicant. Provided further that the said condition shall not apply in respect of cases pending before the Tribunal/Courts. Where multiple proceedings have been initiated for the same cause of action, a consent application filed within the limitation period specified above, for any one proceeding, shall be deemed to have been made within the prescribed time for the remaining proceedings also, for which the settlement is sought.

E. NOTWITHSTANDING CLAUSE & GENERAL CLAUSES

Notwithstanding anything contained in this circular, based on the facts and circumstances of the case, the HPAC/Panel of WTMs may settle any of the defaults listed above.

GENERAL CLAUSES

1. All consent applications shall be accompanied with a non refundable processing feeof 5,000/- (Rupees five thousand only) per applicant, by way of a “Demand Draft” infavour of “Securities and Exchange Board of India” payable at Mumbai.

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2. The consent application in the prescribed format, containing all the necessary details/ documents, shall be assigned a registration number, which shall be communicated to the applicant and quoted for future correspondence.

3. The applicant shall be granted not more than one opportunity to resubmit the rectified application, if it so desires, within a period of 15 days from the date of service of the letter from SEBI. 4. The applicant shall within 15 days from the date of receipt of the intimation send its acceptance of the said terms and remit the SA in lump sum. In case of non-acceptance of the SA and directives, if any or non-communication of acceptance within the stipulated time, the application shall be treated as rejected.

5. A consent application may be withdrawn only once, at any stage prior to the consideration of the application by the HPAC.

It appears that SEBI's objective is to exclude serious types of violations listed above at the outset rather than to leave the discretion to the various authorities managing the consent order process. This introduces objectivity and transparency in the process, which were arguably missing in the erstwhile guidelines. However, this also has the effect of substantially limiting the scope of the consent order mechanism to minor offences that are technical in nature and do not substantially affect investor rights. In such circumstances, alleged violators in serious cases may be unable to resort to the consent order mechanism and will be compelled to go through the entire enforcement process.

While the reforms will have the effect of streamlining the process and making it more transparent, it is also likely to substantially reduce the availability of the process to persons who have been charged with securities law violations. The key outcome of the reforms appears to be that the consent order process will now be largely available for minor technical violations, but not for the more serious ones.

CONCLUSION

Article


The Parliamentary Standing committee has already completed their assignment and the Companies

bill will be debated and passed in the ensuing monsoon session. As a whole, the bill has got many

new features and good corporate governance policies and it is to be replaced by more than five

decades old Companies Act,

We need to review and to see the changes and implementation

For example quorum of shareholders meeting, as of now it has been proposed based on number of

shareholders

As per Clause 103 of Companies bill quorum for shareholders meeting

Unless articles provide larger number of member

In case of Public limited company

Existing provisions: As per Section 174 of the Companies Act, 1956 that unless articles provides larger number, five member

personally present in public limited company irrespective of number of shareholders.

Whereas in the proposed bill, the following changes,

Less than one thousand members five members personally present

Between 1000 to 5000 members fifteen members personally present

If the no of shareholders exceeds 5000, thirty members present

There is no change in private company

Quorum for board meeting : status quo in respect of quorum of board meeting maintained.

Adjourned meeting quorum: Under the present Companies Act, Section 174 provides that at the adjourned meeting also a

quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum

As per companies bill provides that If at the adjourned meeting also, a quorum is not present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum.

The provisions of personally present is silent because, the members may represent by proxy i.e members present may include proxy as per the interpretation. Whereas members personally present, only members are allowed not proxy. This is to avoid multiple adjournment of meeting for want of members personally present.

(a) Rotation of auditors and audit firms being provided for.

It would have been more purposeful if re appointment of same auditor is prohibited for subsequent 8 years or should not be appointed as an internal auditor

(b) Stricter and more accountable role for auditor being retained. Provisions relating to prohibiting auditor from performing non-audit services revised to ensure independence and accountability of auditor. Subject to the maximum prescribed number of companies, the members of a company may resolve that the auditor or audit firm of such company shall not become auditor in companies beyond the number as may be specified in such resolution.

(c) National Advisory Committee on Accounting and Auditing Standards (NACAAS) proposed to be renamed as National Financial Reporting Authority (NFRA) with a mandate to ensure monitoring and compliance of accounting and auditing standards and to oversee quality of service of professionals associated with compliance.

The Authority shall consider the International Financial Reporting Standards and other internationally accepted accounting and auditing policies and standards while making recommendations on such matters to the Central Government which will improve the competitiveness of our companies with other companies. The Authority is also proposed to be empowered with quasi judicial powers to ensure independent oversight over professionals

(a) New disclosures like development and implementation of risk management policy, Corporate Social Responsibility Policy, manner of formal evaluation of performance of Board of directors and individual directors included in the Board report in addition to disclosures proposed in such report in the Companies Bill, 2009.

(b) Consolidation of accounts: Accounts of Foreign subsidiaries to be attached for fling them with the Registrar Subsidiary to include associate'' and joint venture'' for the purpose of consolidation. The erstwhile joint venture and associate are not forming part of subsidiary. The companies bill provides subsidiary definition in respect of consolidation of accounts, it means, wherever companies are having joint ventures or associates are required to prepare consolidation of accounts.

Conclusion: It is just beginning for good corporate governance .Larger participation will always be possiblel incase of

listed entities due to ongoing E-voting regulation by SEBI to be implemented from October 2012. More number of

members will participate in the proceedings, the quorum can be easily achievable both present and future reforms.

Audit Accountability

The companies bill is having certain additional disclosures

Additional Disclosure Norms:

A RengarajanCompany Secretary

Synergy shakthi Rnewable Energy LtdChennai.

COMPANIES BILL 2011 ANALYSIS PART I

Article


Half – Day Seminar on 'Revised Schedule VI' – 14-07-2012:

A half day seminar on 'Revised Schedule VI' was th

organized on 14 July 2012. The speakers were CA

Chinnsamy Ganesan, Director, BSR & Co, Chartered

Accountants, Chennai and CS Dhanapal S, Company

Secretary in Practice, Chennai. CS Marthi S S,

Chairman, ICSI – SIRC welcomed the speakers and

members. The Chairman also introduced the theme

of the seminar. CS Nagendra Rao, Treasurer, ICSI –

SIRC and CS Ramasubramaniam C, Member, ICSI –

SIRC introduced Shri Chinnsamy Ganesan and Shri

S Dhanapal respectively.

CA Chinnsamy Ganesan spoke on the accounting

aspects of Revised Schedule VI. He observed that

this revised schedule is applicable to all companies,

whether listed or unlisted, except, certain specific

companies. He also informed that this is not

applicable to insurance, banking companies, etc. Shri

Chinnsamy further told that the requirements of the

Act / Accounting Standards will prevail over the

revised Schedule VI and there will be no more

“Schedules” instead only “Notes” has to be given. The

speaker briefed the members that the horizontal

format of financial statements has been dispensed

with Schedules Notes.

CS Dhanapal S spoke on the theoretical and legal

aspects of the Revised Schedule VI. The speaker

observed that the Revised Schedule VI necessitates

that if compliance with the requirements of the Act

and/or accounting standards requires a change in the

treatment or disclosure in the financial statements,

the requirements of the Act and/or accounting

standards will prevail over the Schedule VI. CS

Dhanapal also made comparison between current

and non – current assets,

The members actively interacted with the speakers

after which, CS Dr. Baiju Ramachandran, Secretary,

ICSI – SIRC summed up the proceedings of the

seminar and proposed vote of thanks.



stHalf – day seminar on 'Service Tax – Recent developments' – 31 July 2012:

stThe ICSI – SIRC organized a half day seminar on 31 July 2012 on the topic, 'Service Tax – Recent

developments'. The speaker was CS Sathyanarayanan, Advocate, Chennai.

Earlier CS Marthi S S, Chairman, ICSI – SIRC welcomed the speaker and

delegates and CS Dr. B Ravi, Member, ICSI – SIRC introduced the speaker.

Shri Sathyanarayanan explained the members in detail about the recent

developments in the Service Tax. He elaborated the members on Sections 66B,

66D, 66C and 66E, etc. The speaker also narrated

what are the items included under the terms 'service' and 'not a service'. Shri

Sathyanarayanan explained the members on the negative list of services,

declared services, valuation, reverse charge, bundled services, etc. He advised

the members about the various opportunities available to the CS in the areas of

indirect taxes and in particular in the area of service tax.

The members actively participated in the discussion followed by the formal vote of thanks by CS Dr. Baiju

Ramachandran, Secretary, ICSI – SIRC.

The foundation day lecture of the ICSI – SIRC was delivered by Shri T S st

Krishnamurthy, former Chief Election Commissioner of India on 31 July

2012. Earlier CS Marthi S S, Chairman, ICSI – SIRC welcomed the Chief

Guest and the members and CS Dr. B Ravi, Member, ICSI – SIRC introduced

the Chief Guest.Shri Kanthi Narahari, Member, Company Law Board,

Chennai also graced the occasion by his presence and wished the ICSI -SIRC

on its foundation day celebrations.

Shri T S Krishnamurthy highlighted the growing and important role of Company Secretaries in the

company's management. He also shared his experience on being the

Secretary of the erstwhile Ministry of Company Affairs. Shri Krishnamurthy

also observed that the professionals can perform more than what they are

doing now. He also fittingly quoted that Lord Hanuman does not know his

power unless someone tells him about it. He also quoted that the role of CS is

not only to ensure fair corporate governance but also in other areas also.

The speaker further said that the CS is the custodian of investor's interest. He suggested that the CS should

articulate their views and suggestions without any fear and within the framework of applicable laws, and by

following these qualities a CS can stand above the ordinary. He also advised the CS to do courses on law,

IPR, etc. in order to explore the various opportunities in the diversified areas.

The function came to end with the formal vote of thanks by CS Dr. Baiju Ramachandran, Secretary, ICSI – SIRC. CS C Ramasubramaniam, Member, ICSI-SIRC was also present on the occasion.

stFoundation Day Lecture – 31 July 2012



BANGALORE CHAPTERth nd

Inauguation of the Oral Coaching Classes for 34 Batch of Foundation and 52 Batch of

Executive Progamme

THREPORT ON THE CHAPTER LEVEL 12 ALL INDIA COMPANY LAW QUIZ

“CHICKBALLAPUR UDYOGA MELA 2012”

thThe Bangalore Chapter of the ICSI organised the inaugural function of the oral coaching classes for 34 batch of

nd ndFoundation and 52 batch of Executive Programme held on 2 of July, 2012 at 6.30 pm at St. Josephs Indian Composite Pre-University College.

CS S Kannan, Chairman, Bangalore Chapter of the ICSI delivered the welcome address and introduced the Chief Guest Mr. Jagdish Ahuja, Director -PCS Securities Limited; Head (Southern Region) - Association of Technical Market analysts (ATMA); President – Sindhi Chamber of Commerce; and Chairman – Sindhi College, Bangalore.

The Chief Guest inaugurated the Oral Coaching Classes by lighting the lamp

Mr. Jagdish Ahuja, in his inaugural address shared with the participants the importance of the profession of Company Secretary in the changing economic scenario. He emphasized the need for the students to learn and enhance certain competencies and skills to succeed and advised them to hone their time management skills and to plan their day to make efficient use of the time. He also advised them to keep abreast with the changing economic regulations and to upgrade their knowledge continuously. CS S Kannan, Chairman, Bangalore Chapter of the ICSI proposed the vote of thanks.

thThe Bangalore Chapter of the ICSI organised the Chapter Level Competition of the 12 All India Company Law thQuiz on 9 July, 2012 at The Chapter Premises.

CS Vinod Sunder Raman, Sr. Manager – Corporate Affairs and Company Secretary, Devas Multimedia Private Limited, Bangalore was the Quiz Master for the Competition.

7 Participants competed in the Chapter Level Company law quiz competition. It was a closely fought competition where Mr. Bindu Madahava K.G secured the first place, Ms. Medha G secured the Second Place and Mr. N Sriram secured the third place.

A Udyog Mela was organized on Saturday 14th and Sunday 15th July, 2012 from 9.30am to 4.30pm at S.J.C Institute of Technology, Chickballapur and was inaugurated by Dr. M. Veerappa Moily, Hon'ble Union Minister of Corporate Affairs, Government of India.

Recruiters from multiple industries like Dairy, Agriculture, Manufacturing, Retail, Hospitality, Automobile, IT, KPO's, BPO's, BFSI IT, ITES/BPO, Finance, Banking/Insurance, Telecom, Engineering, Hospitality and Construction had participated in the Mela and overall 19,000 Students had registered for this Career Development Fair.

The Bangalore Chapter of the ICSI also participated in the Udyog Mela to disseminate information about the CS Course among the aspirants who visited the fair. CS Gopalakrishna Hegde, Central Council Member, The ICSI; CS Manjunatha Reddy, Vice-Chairman; CS H.M Dattatri, Treasurer of Bangalore Chapter, Ms. Sangeetha Flora, Assistant Director; Ms. Noor Sumayya, AEO and other staff of the Bangalore Chapter were present to guide the prospective students. 10 Student Volunteers also contributed their efforts to make the event a grand success.

We had displayed Scroller Standy and Mounted Posters/ banners about the course in English and Kannada. We also made available the prospectus / handbook for sale.

About 1000 students visited our stall at the Mela. Information about the CS course, the Career Opportunities for a Company Secretary were shared with those who visited the stall, and their questions and queries about the CS course were answered by the staff and students present. Detailed brochures in both English and Kannada were circulated to the visitors. The Udyog Mela was fruitful in creating awareness about the Company Secretary Course and Profession.

Chapters’ Activity Report


thInaugurtion of 12 Executive Development Programme

thThe Bangalore Chapter of the ICSI organised the Inaugural Function of the 12 Executive Development programme th on 16 July, 2012 at the chapter premises.

Ms. Sangeetha Flora introduced the Chief Guest CS Vedavathy Kabadi, Company Secretary, General Motors

Technical Centre India Private Limited, Bangalore.

The Chief Guest inaugurated the 12th Executive Development Programme by lighting the lamp.

The 35 Participants then introduced themselves.The Chief Guest in her inaugural address advised the participants to make best use of the training programme to learn and to hone their skills especially communication and interpersonal skills to be prepared to face and overcome the challenges in corporate world.

Ms. Sangeetha Flora, Assistant Director, Bangalore Chapter of the ICSI proposed the vote of thanks.

thThe Bangalore Chapter of the ICSI organised the Valedictory Function of the 12 Executive Development

th programme on 25 July, 2012 at the chapter premises.

CS Haribabu Thota, Chairman, Sub-Committee for Training and Educational Facilities, Bangalore Chapter of the ICSI welcomed the Chief Guest CS Sanjeev Rao Y, Associate Manager- Corporate Secretarial, GMR Group, Bangalore and all present for the valedictory session.

Ms. Divya Sudhakar and Ms. Ashwini Budappanavar, Participants shared their feedback about the EDP.

The Chief Guest in his address shared with the participants the scope of CS in various sectors. He also advised the participants to utilize every opportunity especially during training to improve their analytical, communication, and interpersonal skills with a right attitude and perspective towards the organization paired with efficient time management in order to be able to achieve set goals.

The Chief Guest then distributed the EDP Certificates to the Participants.

CS S.C Sharada, Secretary, Bangalore Chapter of the ICSI proposed the vote of thanks.

The Bangalore Chapter of the ICSI, to commemorate its Annual Day celebrations organised various programmes for the Members and the Students.

ndIn this regard, on Sunday, the 22 July, 2012, the Chapter organised the following competitions: Table Tennis,

Shuttle, Chess and Carrom at the Karnataka Badminton Association between 10.00 AM and 1.00 PM and Chess

and Carrom at Chapter Premises between 2.00 PM and 6.00 PM for students and members. Around 15

members and 25 students and their families participated in the competitions

STThe Bangalore Chapter of the ICSI organised the inaugural function of the 31 Student Induction Programme (SIP)

rdon 23 July, 2012 at The Chapter Premises. CS K. B. Shyam Kumar, Company Secretary and Head-Legal, Royal

Orchid Hotels, Bangalore, was the Chief Guest

Ms. Sangeetha Flora, Assistant Director Bangalore Chapter of the ICSI welcomed and introduced the Chief Guest

and also welcomed the 82 Participants present.

The Chief Guest inaugurated the 31st SIP by lighting of lamp.

CS K.B Shyam Kumar, in his inaugural address highlighted the important role played by Company Secretaries in the growth of a company and advised the participants to complete the course at the earliest and avail the opportunities available for Company Secretary in both corporates and in practice.

Ms. Noor Sumayya, Assistant Education Officer, Bangalore Chapter of the ICSI proposed the vote of thanks

thValedictory Session of 12 Executive Development Progarmme

“INDOOR GAMES”

stInauguration of 31 Student Induction Programme



stValedictory Function of 31 Student Induction Programme

“OUTDOOR GAMES”

Interaction with the Hon'ble Justice Shri D R Deshmukh, Chairman, Company Law Board

stThe Valedictory Function of the 31 Student Induction Programme (SIP), organised by the Bangalore Chapter of stICSI was held on 31 July, 2012 at The Institution of Agricultural Technologists, Bangalore.

Ms. Noor Sumayya, Assistant Education Officer, The ICSI, welcomed CS H.M Dattatri, Treasurer, Bangalore Chapter of the ICSI and all the participants present for the valedictory session.

Mr. Abhilash Mathew K and Ms. Akshata, Participants, shared their feedback about the SIP Programme.

CS H.M Dattatri, Treasurer, Bangalore Chapter of the ICSI addressed the gathering and distributed the SIP certificates to the 82 participants and Ms. Noor Sumayya, Assistant Education Officer, Bangalore Chapter of the ICSI proposed the vote of thanks.

The Bangalore Chapter of the ICSI, to commemorate its Annual Day celebrations organised various programmes for the Members and the Students.

THIn this regard, on Sunday, the 29 July, 2012 the Chapter organised the Cricket match at Indian Boys High School

Grounds, St. Josephs Composite PU College, Bangalore between 10.00 AM to 6.00 PM for students and members.

Around 60 members and students were present for the match.

The Bangalore Chapter of the ICSI organised an Interaction with the Hon'ble Justice Shri D.R. Deshmukh, thChairman, Company Law Board on 30 July, 2012 at Hotel Goldfinch, Bangalore.

CS S Kannan, Chairman, Bangalore Chapter of the ICSI delivered the welcome address and CS S.S Marthi, Chairman, SIRC of the ICS introduced the Hon'ble Justice Shri D.R. Deshmukh, Chairman, Company Law Board.

CS Gopalakrishna Hegde, Member, Central Council, The ICSI in his opening remarks informed the gathering that a representation had been made to the Ministry of Corporate Affairs requesting for the setting up of a Company Law Board Bench at Bangalore to cater to the needs of the States of Karnataka and Kerala and in order to ascertain the feasibility and the infrastructure available for the same the Chairman, Company Law Board was visiting Bangalore.

The Chairman, CLB in his address stated that The Company Law Board prior to setting up of a Bench follows a summary of procedures to ensure the availability of adequate infrastructure and other amenities to ensure the smooth functioning of a Bench and also said that his purpose of visit was to locate and ensure availability of such infrastructure facilities and other resources before finally passing the recommendation for setting up of CLB Bench.

The Members raised various queries, shared certain concerns and suggestions which were suitably replied, deliberated upon and noted by the speaker and the Programme was well attended by 61 Members

CS S.C Sharada, Secretary of Bangalore Chapter of the ICSI proposed the vote of thanks.

CA R EER AW A REN ESS PR OG RA MMES CO ND U CTE D D UR IN G TH E M ON TH OF

JULY 2012

The Bangalore Ch apter of t he ICSI conduct ed the 4 (FOUR) Career A waren ess

Program mes dur ing the month of July, 201 2. The details are as under:

S .

N o

D a t e o f

V i s i t

T i m i n g s N a m e o f t h e

C o l l e g e

S p e a k e r ( s ) N o o f

S t u d e n t s

1 2 3 . 7 . 2 0 1 2 3 . 3 0 P M – 5 . 3 0 P M

C a re e r A w a re n e s s P ro g r a m m e o n " C a r e e r a s a C o m p a n y S e c r e t a r y " a t K r i s t u J a y a n t i C o l l e g e f o r 1 s t y e a r B . C o m S t u d e n t s

M s . S a n g e e t h a F l o ra ,

A s s i s t a n t D i r e c t o r ,

B a n g a l o r e C h a p t e r o f

t h e I C S I

1 0 0



2 25.72012 11.00 AM – 11.45 AM

C areer A w arene ss

Program m e on

"C areer as a

C om pany

Sec retary" a t C hrist

U niv ers ity for 2nd

Year B.C om

Students

M s . Sangeetha F lora,

As sistant Di rec tor ,

Bangalore C hapter o f

the IC SI

25

3 25.72012 12.00 N oon – 12.45 PM


Program m e on

“Career as a

C om pany

Sec retary ” a t C h rist

U niv ers ity for 1 st

Year B.C om

Students




the IC SI

70

4 31.7.201 2 2.30 PM – 4.00 PM


Program m e on

“Career as a

C om pany

Sec retary ” a t J a in

U niv ers ity for 1 st

Year B.C om

Students




the IC SI

70

The Speaker explained in detail the course offered by the Institute and the criteria for eligibility for the course, examination, requirements of training etc, the role of a Company Secretary and importance of the profession of Company Secretary in the changing economic scenario.

She also highlighted the opportunities available to anyone who has completed the Company Secretaryship course. She further enumerated the emerging areas of practice and the changing role of a Company Secretary. She also focused on what would be the mindset and preparation required from a student who wanted to pursue the Company Secretaryship Course Brochures containing brief details of the Company Secretaryship Course were distributed to the students.

Bhoomi Pooja & Laying of Foundation Stone

The special event of laying the foundation stone and the Bhoomi pooja for the new building of nd

Coimbatore Chapter at the 556, Mettupalayam Road, Coimbatore was performed on 02 July, 2012 from morning 06.00 hrs to 12.00 hrs. The event was honored by the presence of Union Minister Dr.M.Veerappa Moily, Ministry of Corporate affairs.

The event was organized in the presence of the following eminent personalities:1. Shri.Nesar Ahmad, President ICSI

2. Shri.S.N.Ananthasubramanian, Vice-President, ICSI3. Shri. N.K.Jain, Secretary & CEO, ICSI4. Shri. G.Ramasamy, Past President, ICAI5. Shri. M.Gopalakrishnan, President, ICWAI6. Shri. Mahesh Kuvadia, Regional Director, Chennai7. Shri. Manuneethi Cholan, ROC, Coimbatore8. Shri.R.Sridharan, Chairman, ICSI-Coimbatore Infrastructure Committee9. Shri.S.S.Marthi, Chairman, SIRC, Chennai.10.Shri. Baiju Ramachandran, Secretary, SIRC, Chennai.11. Shri. Ramasubramaniam C, Member, SIRC12.Management Committee Members, ICSI Coimbatore Chapter and the students of the

Coimbatore Chapter.

COIMBATORE CHAPTER



More than 250 participants including members and students graced the occasion and cherished the Bhoomi Pooja and laying of Foundation stone event. Career Awareness Programme at Krishnammal College for Women

The Chapter as part of its Career Awareness drive aimed educating the student community on the benefits of Corporate secretaries course organized a Career Awareness Programme at Krishnammal

thCollege for Women, Peelamedu, Coimbatore on 04 July, 2012. CS.P.Eswaramoorthy, Vice Chairman of the Institute of Company Secretaries of India, Coimbatore Chapter addressed more than 300 students. He was assisted by Mr.Nawaz Ahmed, Junior Assistant, Coimbatore Chapter in organizing the programme.

Career Awareness Programme at GRD College of Arts & Science

The Chapter organized a Career Awareness Programme at GRD College of Arts & Science, Peelamedu, thCoimbatore on 09 July, 2012. CS.G.Ayyasamy, Member of Coimbatore Chapter addressed more than

350 students. He was assisted by Mr.Samuel Arthur, Staff Coimbatore Chapter in organizing the programme.

Career Awareness Programme at Krishnammal College for Women

The Chapter organized a Career Awareness Programme at Krishnammal College for Women, thPeelamedu, Coimbatore on 10 July, 2012. CS.S.Venkatesh, Treasurer of the Institute of Company

Secretaries of India, Coimbatore Chapter addressed more than 300 students. He was assisted by Mr.Nawaz Ahmed, Junior Assistant, Coimbatore Chapter in organizing the programme.

Career Awareness Programme at GRD College of Arts & Science

The Chapter organized a Career Awareness Programme at GRD College of Arts & Science, Peelamedu, th

Coimbatore on 11 July, 2012. CS.R.Hariram, Management Committee Member of Coimbatore Chapter and Ms.Shyama Vijayaraghavan, Assistant Education Officer addressed more than 80 students.

Career Awareness Programme at Erode Arts CollegethA career Awareness Programme was organized by the Coimbatore Chapter at Erode Arts College on 16

July, 2012. CS. C. Thirumurthy, Member Coimbatore Chapter addressed more than 400 students. Mr.Samuel Arthur, Chapter staff accompanied him for the programme.

Career Awareness Programme at Vellallar College, Erode

A career Awareness Programme was organized by the Coimbatore Chapter at Vellallar College, Erode thon 16 July, 2012. CS.C.Thirumurthy, Member Coimbatore Chapter addressed more than 200 students.

Mr.Samuel Arthur, Chapter staff accompanied him for the programme.

Career Awareness Programme at Kongu Arts & Science CollegeA career Awareness Programme was organized by the Coimbatore Chapter at Kongu Arts & Science

thCollege on 16 July,2012. CS.C.Thirumurthy, Member Coimbatore Chapter addressed more than 150 students. Mr.Samuel Arthur, Chapter staff accompanied him for the programme.

Career Awareness Programme at GRD College of Arts & ScienceThe Chapter organized a Career Awareness Programme at GRD College of Arts & Science,

thPeelamedu, Coimbatore on 17 July, 2012. CS.R. Hariram, Management Committee Member of Coimbatore Chapter and Ms.Shyama Vijayaraghavan, Assistant Education Officer addressed more than 200 students.



Career Awareness Programme at Krishnammal College for Women

Career Awareness Programme at Dr.NGP Arts & Science College, Coimbatore

Career Awareness Programme at PSG College of Arts and Science, Coimbatore

Career Awareness Programme at PSG College of Arts and Science, Coimbatore

Work shop on “Advanced Communication Strategies and Techniques

World Environment Day celebrations – 5 K Walk.

The Chapter organized a Career Awareness Programme at Krishnammal College for Women, th

Peelamedu, Coimbatore on 20 July, 2012. CS.R.Hariram.R, Management committee member of the Institute of Company Secretaries of India, Coimbatore Chapter addressed more than 300 students. He was assisted by Mr.Nawaz Ahmed, Junior Assistant, Coimbatore Chapter in organizing the programme.

thThe Chapter organised Career Awareness at Karappagam University, Coimbatore on 24 July, 2012. CS.P.Eswaramoorthy, Vice Chairman of the Institute of Company Secretaries of India, Coimbatore Chapter addressed more than 300 students.

thThe Chapter organised Career Awareness at Dr. NGP Arts & Science College, Coimbatore on 25 July, 2012. CS.R.Hariram, Management Committee Member of Coimbatore Chapter addressed more than 400 students.

thThe Chapter organised Career Awareness at PSG College of Arts and science, Coimbatore on 26 July, 2012. Ms.Shyama Vijayaraghavan, Assistant Education Officer addressed more than 60 students.

thThe Chapter organised Career Awareness at PSG College of Arts and science, Coimbatore on 27 July, 2012. Ms.Shyama Vijayaraghavan, Assistant Education Officer addressed more than 60 students

”

Chapter has organized a full day Work shop on “Advanced Communication Strategies and Techniques on 1 June, 2012 at MCR HRD Institute. CS Shujath Bin Ali, Chairman of the Chapter welcomed the gathering and emphasized importance of the communication excellence.

Dr Priya Hosali, Ex- Dean, Department of English Studies, EFLU one of the speaker spoke and set the tone for the seminar. She then briefed the importance of Communication skills then interacted with member and clarified the doubts raised by the members. Prof. Zia, Corporate Trainer spoke on Business communication, Business writing- A perspective and also spoke on speaking essentials etc.

Mr. Shahir, Director, Maitraise in his address spoke on Business writing- Technical perspective. Members actively participated in an Interactive session.

CS R.Ramakrishna Gupta, Vice Chairman proposed the Vote of Thanks.

thChapter has organized a Green Walk on 5 June, 2012 on the eve of WORLD ENVIRONMENT DAY as part of Corporate Social Responsibility [CSR] activity to spread awareness about importance and need for preserving the environment.

CS Shujath Bin Ali, Chairman of the Chapter welcomed the gathering and highlighted the importance of the World Environment Day and need to spread awareness. CS R. Ramakrishna Gupta, Vice-Chairman, CS Vasudeva Rao Devaki, Secretary, CS P G Issac Raj, Treasurer of the Chapter also graced the occasion.Company Secretaries and Students participated in large number for the Green Walk from its Institute Premises, Anandnagar to Necklace Road and return back to ICSI- Hyderabad Chapter. The Walk started at 6.30 am.

HYDERABAD CHAPTER



A delegation met the following dignitaries on the eve of World Environment – 5 K Run Ø Sri MalluBattiVikramarka, Deputy Speaker, AP Assembly Ø Sri BotsaSatyanarayana, Minister for Transport , Andhra PradeshØ Prof. KC Reddy, Vice Chairman, Reecap and Chairman ReemapØ Sri G. Raj Kumar, Deputy Mayor, GHMC Ø Sri S. Bale Rao, Prncipal Secretary ,AP Fisheries DeptØ Sri BA Prabhakar, CMD, Andhra Bank Ø Sri Hari Narayana, Chairman, IRDA Ø Sri A. Samba Siva Rao, RD, RBI Ø Sri SV Kumar, Principal, Chief Conservator of Forest Ø Sri D. Sudhakar, Additional Principal Chief Conservator of Forest & CGM Ø Sri Dharma Reddy, ED, APIIC,

Ø 5 K Green Walk with greening messages through play cardsØ Distribution of Environment and greening tips to the General Public. Ø Gifting of tree saplings to General Public. Ø Highlighting Environment concerns to the General Public.

Chapter has organized Elocution competition on the topic of “Value Creation by building brand CS th

Emerging areas of opportunities” on 15 June, 2012. CS Vasudeva Rao, Secretary of the Chapter welcomed the students and informed about the importance and objective of the elocution. CS AV Rao, Member, SIRC, CS A. Satyanarayana, Company Secretary and Shailaja, Faculty members were the judges for the competition and also addressed the students. Ms. Parul Chaudhary and Mr. S.A. SrinivasaSarmawere sponsored to participate at the Regional level Elocution competition to be held on

th29 June, 2012 at Chennai. The Students benefited form participating in the programme.

rdChapter has organized Study Circle Meeting on Preparation of Annual Report Practical Aspects on 23 June, 2012 at Chapter Premises. CS Shujath Bain Ali, Chairman of the Chapter welcomed the gathering and informed about the importance of the topic. CS Sudheendhra Putty, Company Secretary, Infotech Enterprises Ltd was the Speaker. He spoke on Importance of the annual report as a document ,recent developments in the annual report formats/presentation – clause 49 of the listingagreement, Global Reporting Initiative, ICSI guidance note on non-financial disclosures, Ministry of Corporate Affairs (MCA) Corporate Governance Voluntary Guidelines, 2009 and the Corporate Social Responsibility Guidelines, 2009 for voluntary adoption by companies. Further he elaborated on the Indian Institute of Corporate Affairs' Draft Voluntary Guidelines on Social,

Environmental and Economic Responsibilities of Business. He also emphasized the enlarged purpose of the annual report – as a brand building exercise, to cater to the needs of the 4 key stakeholders – employees, customers, investors and society. He also stressed on the Role of the CS in the whole process – value addition, beyond statutory role and best opportunity to articulate his abilities etc.

The following activities were undertaken:

Elocution Competition

Study Circle Meeting. on Preparation of Annual Report Practical Aspects

Inauguration of Student Induction Programme

thChapter organized the 18 Student Induction Programme on 25 June, 2012 at Chapter Premises. Sri E Suresh Kumar , Director , Centre for Eng Language & Training , Osmania University & Sri G. Srinath Reddy , Chief Executive Officer , C TV were the Guests. CS Ramakrishna Gupta R, Vice Chairman of the Chapter presided over the function and welcomed the dignitaries and participants. He spoke on why Institute had introduced SIP and purpose of this training programme and advised the participants to utilize the opportunity to learn. CS SSMarthi, Chairman, SIRC spoke about the Institute and wished the students to clear their exams at the earliest.



Sri E Suresh Kumar , Director , Centre for Eng Language & Training , Osmania University spoke on Communication , elements of communication, power of language and difference between knowledge and skills then Sri G. Srinath Reddy , Chief Executive Officer , C TV emphasized on Role of Company Secretary , importance of practicality and shared his experiences.

CS Vasudeva Rao Devaki, Secretary of the Chapter spoke on importance of the English language and enhancing vocabulary and wished the students to come EDP very soon then proposed a vote of

thanks.

thValedictory Session of 18 Student Induction Programme

Study Circle Meet on “Cartels under competition law-need for Governance”

Talk on “ Brand CS & Brand you- Opportunities Unlimited”

rd thOn 3 July, 2012 Chapter has organized a valedictory session of 18 Student Induction Programme. CS Shujath Bin Ali, Chairman of the Chapter gave a brief report on 7 days training Programme and Spoke about role of CS , visualization of future, dream of success, attitude, , plan and systematic approach, positive approach and also spoke on soft skills, presentation skills etc. and interacted with the students.

Chairman & Secretary distributed the Certificates. CS Vasudeva Rao Devaki Secretary of the Chapter addressed the students and congratulated the students for choosing the CS course and completing the SIP and advised the students to associate with the chapter activities.

.

On July 14, 2012, Chapter has organized a Study Circle Meeting on “Cartels under Competition Law-Need for Governance”, an initiative to encourage emerging Company Secretaries to lead and gain expertise on emerging issues to be the leaders of the future. The Speakers for the said subject were CS Rahul Jain, Partner, RANJ & Associates, Company Secretaries and CS Tulsi Agarwal, Company Secretary, Basai Steels & Power Private Limited.

CS Shujath Bin Ali, Chairman of the Chapter, welcomed the gathering and informed the members about its new Thought Leadership Platform. To start with, CS TulsiAgarwal, had quickly touched upon the evolution of the Competition Act, 2002 with provisions with respect to Anti-competitive Agreements, Abuse of Dominance and Combinations citing certain prominent cases. Thereafter, in the wake of the recent judgment by the Competition Commission of India slapping Rs. 6,300 crores penalty on 11 cement companies in India for their involvement in Cartel formation resulting into appreciable adverse effect on Competition, CS Rahul Jain covered the aspects related to Cartels, its characteristics and its impact on Competition and various stakeholders.

The speakers highlighted the emerging role Company Secretaries in Employment as a Compliance Officer under Competition Act and advisory facet of Practising members in respect of strategizing Combinations, drafting of various agreements which may attract Competition issues, guiding in case of remedy for violations of Competition Act while citing various judicial pronouncements.

In conclusion, the Speakers CS Rahul Jain and CS Tulsi Agarwal thanked the audience for their presence and patient hearing. Shri PVS Jagan Mohan Rao, the Past President of the ICSI congratulated the efforts of speakers with his delightful Sanskrit Slokas. The Chairman also applauded the speakers for enlightening the members on the upcoming competition policies in India.

The session ended with a Vote of Thanks by CS PG Issac Raj, Treasurer of the Chapter

Chapter has organized a Talk on “ Brand CS & Brand you- Opportunities Unlimited” on 23 July, 2012 at Taj Mahal Hotel. CS Shujath Bin Ali, Chairman of the Chapter welcomed the gathering and highlighted the concept of Brand and importance of the Brand CS and then introduced the speakers.



CS B. Pavan Kumar, Past President , The ICSI, &MD , Corporate Professionals Capital Pvt Ltd was the speaker. He spokeon importance of Brand CS, Personal brand. He stressed on attributes like passion, self- vision, dare to dream, opportunities galore, and enhancing value and opined that CS professionals need to look beyond the conventional areas considering the wide knowledge CS professionals possess.

Members were actively participated in the Interactive session.

CS PG Issac Raj, Treasurer of the Chapter proposed a vote of thanks.

thThe ICSI Kochi Chapter organised a Student Induction Programme from 17 July 2012 to 24.07.2012, as a part of the C.S curriculum. The 7 day programme attended by 50 students comprised of a total of 12 sessions. CS K.Jayan, Vice chairman of Kochi chapter anchored the inaugural session of the seminar and gave the theme introduction of the program. He advised the participants to update their knowledge regularly and requested them to have confidence in themselves so as to play a pivotal role in their future employment. During the seven days program, faculties from various professions were imparted training on different subjects.

On 24.07.2012, in the Valedictory Function, CS N Balasubramanian distributed the Training

Completion Certificates and medals to the eligible participants. CS Ashish Mohan, Secretary and CS

Rohini Varma, Treasurer were present in the program. At the end they offered their best wishes to the

participants.

On 25.07.2012 the Chapter organized an exposure visit to Kerala High Court for CS Executive

students. This visit gave an immense opportunity to the students to interact with veteran Lawyers and

Justices in the high court. All the advocates they met at the High Court were extremely helpful so

much that they briefed them on the case, relevant articles, Acts and Sections under question and even

clarified all their doubts. More such visits should be planned in future, since it would certainly be

helpful in giving the students a more realistic picture of their role as company secretaries and also to

inspire them further to stay motivated.

On 14.07.2012 the ICSI-Kochi chapter organized a one day professional development program on What's

new in new companies Bill and Revised Schedule VI at Hotel Avenue Regent, Kochi. The program was

officially inaugurated by CS N Balasubramanian, Chairman of Kochi chapter. The speaker for the first

session was CS Asish Mohan, Director, Artis Management Consultants Pvt. Ltd who explained in detail

and a chapter wise manner the implications of the new provisions in the new bill .

Post Lunch, the Second Session was headed by CA Pramod, who spoke on the topic “Amended Schedule VI of the Companies Act, 1956.” Expained on the implications of the new changes in the revised schedule VI.There was an interactive session at the end.Both sessions were well attended. CS Jayan K proposed vote of thanks.

On 31.07.2012 the Kochi chapter of ICSI in association with ICAI kochi chapter organized a half day

seminar on Service Tax at Grand Hotel, Kochi. Shri. K.C. Johny, Additional Commissioner, Central

Excise & Service Tax inaugurate d the event. Shri.K C Johny explained briefly about the new changes

in Service Tax.

Kochi Chapter

STUDENT INDUCTION PROGRAM – REPORT

EXPOSURE VISIT – HIGH COURT OF KERALA

JOINT PROGRAM ON SERVICE TAX



Shri. Jose Jacob, Senior advisor, indirect Tax services, Kochi who has a rich experience of more than 15

years address on the topic in the session. He made a lively presentation on the subject and explained with

case laws and practical solutions. This seminar dealt extensively with the service tax provisions, the

recent updates and amendments of its sections especially after the Union budget 2012-2013. The

seminar also dealt with the negative listed items, mega exemption notifications, declared services and the

new reverse charge..

MADURAI CHAPTERAnnual General Meeting

The Annual General Meeting of Madurai Chapter was held on Thursday 21.6.2012 at 6.30 PM.

Shri.S.Kumararajan, Chairman took the chair. The Secretary read the Annual Report and Treasurer st

presented the Accounts for the year ended 31 March 2012.After the discussions Annual Report and

Audited Accounts are passed unanimously. Members were suggesting ways and means to improve

the chapter activities. The chairman thanked them and accepted their valuable suggestions and

assured to implement wherever possible. With the vote of thanks by Secretary the meeting came to

an end happily.

On 10.7.2012 Madurai Chapter Organised Career counselling programmes at Sivakasi. From 11.00AM to 12.30PM at Sri Kaliswari College and from 1.00PM to 2.30PM at Ayya Nadar Janaki Ammal college.

Shri.S.Kumararajan, Chairman Madurai chapter delivered in his speech about the institute, course and opportunities. Shri R.K.Bapulal, Practicing company secretary in his speech employment opportunities of CS course in Whole time Practice and informed the students to join the course in view of the benefits available. Shri.T.Raja, chapter office in charge distributed brochures and clarified the doubts of the students.

On.11.7.2012 Chapter organised a Career counselling programme at Madurai Lady Doak College, between 2.00PM and 4.00PM. Head of the department of Commerce Smt.Nagammai welcomed the gathering. Shri.S.Kumararajan, Chairman Madurai chapter delivered in his speech about the institute, course and opportunities and advised the students to join the course immediately along with their regular curriculum to enjoy the benefits of CS course without loss of time simultaneously. Shri.T.Raja, chapter office in charge explained the purpose of oral coaching, how to write the examination and to come out successfully. Around 46 students joined the course

On.19.7.2012 Chapter organised a Career counselling programme at Ilyangudi Dr.Zahir Husian College, from 11.00AM to 1.00PM.Principal Shri.Rajabudheen welcomed the gathering. Shri.S.Kumararajan, Chairman Madurai chapter delivered in his speech about the institute, course and opportunities. Shri.T.Raja, chapter office in charge clarified queries from the students. On 2.8.2012 Chapter organised a Career counselling programme at Nadar Saraswathi college,Theni. Shri.S.Kumararajan, Chairman Madurai chapter delivered in his speech about the institute, course and opportunities. Shri.T.Raja, chapter office in charge distributed brochures and clarified the doubts of the students.

nd thMadurai Chapter of ICSI Organised Fourth Student Induction Programme from July 2 to July8 2012 at

chapter office premises. 49 students were participated. Shri.S.Kumararajan,chairman Madurai chapter of

ICSI welcomed the gathering and explained the need for this kind of programmes. Dr.V.Chinnaih,

Department of Management studies,

Career Awareness Programmes

Fourth Student Induction Programme

Department of corporate secretary ship HOD and other lectures were participated in the programme.



Madurai Kamaraj University,Madurai inaugurated the programme and delivered the key note address.. The Professors from various colleges and faculties from industries have taken classes on the prescribed subjects. In this programme chapter arranged Industrial visit to M/s.Srichakara tyres Ltd, Madurai. P.Srinivasan, Company secretary addressed the students during the industrial visit. The valedictory session was attended by Shri.P.V.Rajarajeswaran, Secretary of ICAI(The institute of Chartered Accountant of India,Chennai and Dr.I.Asok,Chairman, Madurai Chapter of ICAI(The Institute of Cost Accountants of India)Madurai.

Madurai chapter successfully conducted the Elocution competition at chapter level for the first time on

12.6.2012 at chapter office premises. Shri.N.Natesapandian, Principal,Madurai Kamaraj University

College Aundipatti,Theni district and Shri.V.Sambasivan, Head of the Department of Sociology Madura

college,Madurai were functioned as the judges for the competition. There were nine participants.

thMadura chapter successfully conducted the 12 All india Company Law quiz competition at chapter

level for the first time on 18.7.2012 at chapter office premises.Shri.S.Kumararajan, chairman,Madurai

chapter and Shri.S.Paramasivan, Secretary of Madurai chapter were functioned as the judges for the

competition. Around 20 participants were participated.

thOn 29.07.2012, Palakkad Chapter inaugurated its 5 batch of Oral Coaching Classes for the Executive Programme. Palakkad Chapter Chairman CS N.N Krishnan has inaugurated the session. He explained the importance and opportunities of CS Profession. CS Sandeep Kumar.S, Secretary, Palakkad Chapter, informed the students that the success rate of Palakkad Chapter during the last session was about 70% which was very encouraging. Sri CS R.Nagendi, Treasurer and CS Midhuna.K.C, Managing Committee member addressed the students and their parents.

stOn 29.07.2012, Palakkad Chapter inaugurated its 1 batch of Oral Coaching Classes for the Foundation & Professional Programme. Palakkad Chapter Chairman CS N.N Krishnan has inaugurated the session. He explained the importance and opportunities of CS Profession to the students. CS Sandeep Kumar.S, Secretary, Palakkad Chapter, Sri CS R.Nagendi, Treasurer and CS Midhuna.K.C, Managing Committee member addressed the students and their parents

On 29.07.2012, Palakkad Students Forum was formally inaugurated by the Managing Committee, Palakkad Chapter. Chairman informed that at the behest of Students forum, various Study Circle meets and Seminars will be conducted in future. Similarly he also requested the support and participation of Students in the upcoming programmes. About 50 students and parents attended the function.

TH11 All India Elocution competition Chapter level

th12 All India Ciompany Law Quiz Programme – chapter level

One Day Seminar on Revised schedule VI &XBRL and CARR &CARO (Cost Accountants Role)

thInauguration of 5 Batch of Oral Coaching Class – Executive Programme

Inauguration of 1st Batch Oral Coaching Class – Professional & Foundation Programmes

Inauguration of PALAKKAD STUDENTS FORUM

Madurai Chapter Successfully organised One day seminar on Revised schedule VI &XBRL and CARR & CARO Cost Accountnats role on 28.7.2012 at Hotel Sangam,Madurai. Shri.B.T.Bangera, Managing Director of M/s. Hi-tech Arai(p)Ltd,Madurai inaugurated the seminar. In his speech he expressed the need for the companies to reduce cost to maintain the profit as now days the buyers are determining the price and the sellers has to compete in the market. The Speaker of the Topic of Revised Schdule VI Shri.S.Saraskumar,Practicing company Secretary,Chennai. And the topic Cost Accountant Role IN CARR byDr.I.Asok Chairman,Madurai Chapter of ICAI.Shri.S.Kumararajan,Chairman Madurai chapter of ICSI welcomed the gathering and introduced the theme. Shri.S.Paramasivan Secretary of Madurai chapter proposed vote of thanks.

PALAKKAD CHAPTER

.



Joint Seminar and Workshop on Revised Schedule VI with ICAI, Salem on 07.07.2012

Career Awareness Programme in Sakthi Kailash Women's College, Salem on 20.06.2012

ndCricket Match conducted among Students of Company Secretaryship on 22 August, 2012 at Salem

Salem Branch of ICAI and Salem Chapter of ICSI conducted a joint one day Workshop on Revised thSchedule VI of the Companies Act, 1956 on 7 July 2012 at Salem. The Joint Workshop was inaugurated by

Sri. Ashwin M Kotnis, the Superintendent of Police, Salem and Smt. Aditi Kotnis, Chartered Accountant and wife of Sri. Ashwin M Kotnis by lighted the lamp.

Sri. CA Gunasekaran R, Salem Branch of ICAI welcomed the guests and delegates. Sri. CS Solaiyappan S, Salem Chapter of ICSI introduced the guests and speakers. Sri. Ashwin M Kotnis elaborated the latest developments in the area of taxation and recent amendments in the Companies Act, 1956 also insisted the need for updating the knowledge of the members.

The inaugural session was followed by technical sessions. The first technical session on Revised Schedule VI under Companies Act, 1956 was handled by CS Ramachandran G with regard to salient features, comparative analysis with old Schedule VI, detailed presentation of notes to Balance Sheet and Statement of Profit and Loss. The second technical session was handled by CS Dhanapal S on Compliance of Revised Schedule VI and its Legal Impact. After the Technical Sessions, CA Senthil S provided a Handson Training on Preparation of Balance Sheet and Statement of Profit and Loss.

CS N Santhanam, Secretary, Salem Chapter of ICSI gave the vote of thanks.

thA seminar on Career Awareness was conducted on 20 June 2012 for the second-year students of Department of Commerce (CA) in Shri Sakthikailassh Women's College. The Chairman of the College, Sri. K Senthil Kumar presided over the function and Smt. S Revathi, the Principal of the College gave the special address.

After the address by Smt. V Radha Sathish, the head of the department, CS Solaiyappan S, Chairman, Salem Chapter of the ICSI, Sri. N. Santhanam, Secretary of Salem Chapter of the ICSI, & Sri. R.S. Shanmugam , Company Secretary, Sambandam Spinning Mills Ltd addressed the gathering on the importance, value and role of Company Secretaries in the present scenario. Details regarding the qualification, duration and structure of the Company Secretaryship course was also shared with the gathered students.

The Seminar was attended by more than 300 students. The seminar made the students aware about the recent trends and advancement made in ACS. The doubts of the students were clarified and then the seminar came to an end after vote of thanks.

ndA Cricket Match was conducted among the students of Company Secretary Course on 22 August, 2012 at the grounds of Bharati Vidyalaya School, Maravaneri Salem. The Students were divided into two teams viz., CS Ryders and CS Royals. The match was inaugurated by CS Solaiyappan S, Chairman, Salem Chapter of ICSI, CS Santhanam N, Secretary, Salem Chapter of ICSI and CS Boopalan, Treasurer, Salem Chapter of ICSI.

CS Solaiyappan tossed the coin. The CS Ryders team won the toss and decided to bat first. The team had a steady start in the first few overs. The CS Ryders team scored a total of 182 for loss of two wickets and CS Royals scored only a total of 148 for the loss of seven wickets. At the end of the game, the CS Ryders team won the match.

After the game, Sri. Gokul and Sri Ponnarasan, CS Students were presented with the Best Batsman and Best Bowler award by the chief guests. The winners trophy was given to the CS Ryders team and the team members got the trophy from CS Solaiyappan S, Chairman, Salem Chapter of the ICSI.

Many students had turned up to see the match. There was a lot of enthusiasm among the students and it was evident from the turnout of students to participate in the game.



PAYMENT OF ANNUAL MEMBERSHIP AND CERTIFICATE OF PRACTICE FEE

FOR THE YEAR 2012-13

MODE OF REMITTANCE OF FEE

The annual membership fee and certificate of practice fee for the year 2012-13 will become due for st th

payment w.e.f. 1 April, 2012. The last date for payment of fee is 30 June 2012, which has now

been extended upto 31st August 2012.

*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

and also published elsewhere in this issue.

The membership and Certificate of Practice fee 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/-(*)

The fee can be remitted by way of :

(i) On-Line (through payment Gateway of the Institute's web-site (www.icsi.in) ) by following the

steps given below:-

a) The member has to visit the portal http://www.icsi.in

b) The member has to login in to self profile by selecting the option Member-- > Associate/Fellow

c) The member has to enter Membership number in the box provided.

d) The member has to enter password in the box provided (The member has to click on Reset

password link if creating for the first time)

e) After Logging in the member has to click on the link ' Annual membership Fee'

f) The member has to click on 'Proceed for Payment' button for making payment through online

payment gateway. The member may keep the generated acknowledgement for future

reference and record.

(ii) Credit card at the Institute's Headquarter at Lodi Road, New Delhi or Regional Offices located

at Kolkata, New Delhi, Chennai and Mumbai.

(iii) Cash/ local cheque drawn in favour of ̀ The Institute of Company Secretaries of India', payable

at New Delhi at the Institute's Headquarter or Regional/ Chapter Offices located at Kolkata,

New Delhi, Chennai, Mumbai and Chandigarh, Jaipur, Bangalore, Hyderabad, Ahmedabad,

Pune respectively. Out Station cheques will not be accepted. However, at par cheques will be

accepted.

(iv) Demand draft / Pay order drawn in favour of `The Institute of Company Secretaries of India',

payable at New Delhi (indicating on the reverse name and membership number).

Attn: Members


For queries, if any, the members may please contact Mr. D.D. Garg, Desk Officer or Mrs. Vanitha Dhanesh

on telephone Nos.011-45341062/64 or Mobile No.9868128682 / through e-mail ids: [email protected],

[email protected]

INVITATION TO MEMBERS TO ENROL AS FACULTY

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.

This is an appeal to all our members who are not members of CSBF to kindly

register for the same as this is the only benefit which we can pass it on to our

family members. Your membership to the fund will go a long way in strengthening the corpus of the fund,

which will result in the Institute being able to provide a higher amount of Financial Assistance to members

and their families in time of need.

What you need to do is very simple:

1. Download and take print of the application form for

2. Fill the required information

3. Draw a cheque or DD for Rs. 7500/- in favour of

Institute of Company Secretaries of India, payable at Chennai

towards one time membership fee to CSBF.

Alternatively, log into www.icsi.in pay online and join the fund.

Advantages to you:

1. Contribution to the Fund is a noble cause.

2. Members of the ICSI after becoming the member of CSBF get the additional

security shield for the life.

3. Contribution to the Fund qualify for the deduction under

section 80-G of the Income Tax Act, 1961.

The CSBF can provide much needed financial assistance in such cases if the corpus of the Fund

increases substantially which is possible if more number of members are enrolled for the fund.

COMPANY SECRETARIES BENEVOLENT FUND – IMPORTANCE

"BE BENEVOLENT TO YOUR FAMILY. REGISTER FOR CS

BENEVOLENT FUND TODAY”

CSBF Life membership subscription increased from Rs.5,000/- to 7,500/- w.e.f.1-4-2012.

CSBF-www.icsi.edu

Attn: Members


Our object is to make 100% registration by our esteemed members from Southern Region.

I earnestly request all the members to join for this campaign so that we can help our own family as well as

the families of our fellow members in times of distress.

The significant importance of becoming a Member in the Company Secretaries Benevolent Fund is to help

the members who are in distress and need financial help. Due to low enrolment for the Benevolent

Fund, the Institute is not in a position to extend the required benefit to the Members and therefore, it is an

opportune time to become Members of the Benevolent Fund and thus extend full support to the

Members who are in distress through the Fund. One time fee payable to become a member under the

Fund is Rs.7500/- [Rs.7500/- w.e.f. 1.4.2012], which may be sent by way of crossed cheque/demand draft

favoring “Company Secretaries Benevolent Fund” payable at New Delhi. For further details please contact

ICSI-SIRO, Chennai.

he 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.

For clarifications/queries contact Ms. Meenakshi Gupta, Joint Director on telephone no.45341047 or Shri

J S N Murthy, Desk Officer.

ICSI-SIRC LIBRARY

SPARING THE FACILITIES AT ICSI-SIRC HOUSE

T

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.

Attn: Members


F O R T H C O M IN G P R O G R A M M E S A U G U S T 2 01 2

D A Y /D A T E / V E N U E

P A ID / F R E E

T IM IN G T O P IC C R E D IT H O U R S

D e leg a te f ee

S a tu r da y 18 .8 .2 012 IC S I -S IR C H O U S E C h enn a i

P a id 1 0 .00 am to 5 .00 pm

O ne D ay S e m i na r on R ev ise d S c h e d u le V I & X B R L C o n ce p ts , T e r m in o lo g y & P r ac ti c a l d e m o n st ra tio n o n p re p a ra tio n o f In s t an c e D o c u m en t

4 R s .1 124 / - [ i n c lu si v e o f S T ] F r ee f o r C o rp o r a te M em b er s

T hu rs d ay 30 .8 .2 012 C h enn a i

P a id 1 0 .00 am to 5 .00 pm

O n e D a y S em in ar o n “ C O R P O R A T E G O V E R N A N C E ”

4 R s .1 124 / - [ i n c lu si v e o f S T ] F r ee f o r C o rp o r a te M em b er s

S.No. Name of the College Date Name of the Officials / Members attended the programme

1. Department of Commerce R K M Vivekananda College [Day] Mylapore, Chennai

13-07-2012 CS K Sriram, Company Secretary in Practice, Chennai Dr.V.Balaji, AEO, ICSI – SIRO

2. Department of Commerce Shri Krishnaswamy College for Women Anna Nagar, Chennai

24-07-2012 Dr.V.Balaji, AEO, ICSI – SIRO

3. Department of CS [Evening] MOP Vaishnav College for Women Nungambakkam, Chennai

24-07-2012 Shri Sreejith P, Desk Officer [Career Awareness], ICSI – SIRO

4. Department of Commerce Sir Theyagaraya College, Old Washermenpet, Chennai


5. Department of Commerce Sri Ram College of Arts & Science Veppampattu, Thiruvallur


6. Department of CS Hindu College [Evening] Pattabiram, Chennai


7. Department of CS D B Jain College [Day] Thoraipakkam, Chennai

27-07-2012 Dr. M Sakthivel Murugan, PhD, ACS, Principal, DB Jain College, Thoraipakkam, Chennai Dr.V.Balaji, AEO, ICSI – SIRO


july 2012 issue no 7 - icsiissue no 7 july 2012 chairman marthi s.s. vice-chairman c dwarakanath...

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