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ISSUE No. 01 • VOLUME : 01 • JUNE 04, 2014
ICSI Events 1. National Seminar on ‘Laws and
Economics of Competition’, 13 June,
2014, Delhi.
2. 15th National Conference of Practising
Company Secretaries, 27-28 June,
2014, Mumbai.
Companies Act, 2013 - Genesis
Regulation of Foreign Companies conducting Business
through e-commerce in India under the Companies Act, 2013
Will the Companies Act 2013 impede MSMEs from Bond
Markets ?
Hon’ble Minister in conversation with ICSI delegation – sitting from Left (clockwise): Shri Arun Jaitley (Hon’ble Minister for Finance, Corporate Affairs, and Defence), CS M. S. Sahoo (Secretary, The ICSI). CS R. Sridharan (President, The ICSI), CS Sanjay Grover (Council Member, The ICSI) and CS Sutanu Sinha (Chief Executive, The ICSI).
Meeting of ICSI delegation with Hon’ble Minister of State for Commerce & Industry (Independent Charge), Finance, and Corporate Affairs - Standing from Left: CS Alka Kapoor, (Joint Secretary, The ICSI), Ms. M.I.Jamir (PS to Hon’ble Minister), Smt. Nirmala Sitharaman (Hon’ble Minister of State for Commerce & Industry (Independent Charge), Finance and Corporate Affairs), CS Sanjay Grover (Council Member, The ICSI), CS R. Sridharan (President, The ICSI) and CS M. S. Sahoo (Secretary, The ICSI).
e-CS Nitor
1
Message from President
Dear Member,
You may have noticed that the Institute has been taking a variety of initiatives in the past
few years to leverage technology to the fullest extent possible to provide efficient and
prompt services to the students and members. A number of services to the members and
students are now offered on line and efforts are on to provide academic support on-line for
the students and technical knowledge for the members.
Since quick knowledge dispensation is important for the professionals like us, it has been
decided to launch an e-journal, which will be fortnightly. The e-journal is named “e-CS
Nitor” where Nitor is a Latin word meaning brilliance, elegance, eloquence and splendour.
These very attributes best describe the profession of company secretaries. The technical
resources for the e-Journal would be from the directorates of the Institute. This will carry
also articles of relevance for the profession from members. Apart from articles of thematic
significance, there will be readers’ column for exchange of ideas and views. However, the
discussion, debate and articles will be restricted to academic in nature. The views
expressed by the individual authors are of their own and are not necessarily views of the
Institute.
As all of you are quite aware, the Companies Act, 2013 lays great emphasis on governance
and self-regulation and the company secretary has been accorded exalted position in the
2
Act. They are required to provide professional support to the governance architecture of
the companies. Therefore, it has been decided that the rest of the year 2014, we will be
focussing our attention to bring out articles pertaining to Companies Act, Secretarial Audit
and Secretarial Standards. Subsequently, e-Journal will cover other legislations like
Competition Law, Environmental Laws, Consumer Laws, Securities Laws and such other
allied legislations.
This e-Journal is not a substitute for the “Chartered Secretary”, which over the years has
created niche for itself for the contents, scholarly articles, concise reporting of notifications
and the proceedings of the activities of the Headquarters, Regional Offices and Chapter
Offices. The “Chartered Secretary” has become an indispensable tool for every company
secretary and many other corporate professionals over the years.
I end this communication with a quote from Peter Drucker who is admired for his prophetic
thinking in many spectrum of management: “Knowledge has to be improved, challenged,
and increased constantly, or it vanishes.”
I look forward to receiving your valuable feedback and views on this e-CS Nitor.
With best regards,
(CS R. Sridharan)
President
June 04, 2014
3
The Council
President
R. Sridharan
Vice-President
Vikas Y. Khare
Members (in alphabetical order)
Amardeep Singh Bhatia
Anil Murarka
Ardhendu Sen
Arun Balakrishnan
Ashok Kumar Pareek
Atul Hasmukhrai Mehta
Atul Mittal
B. Narasimhan
Gopalakrishna Hegde
Harish K. Vaid
Nesar Ahmad
P. Sesh Kumar
Pradeep Kumar Mittal
S. N. Ananthasubramanian
Sanjay Grover
Sudhir Babu C.
U. D. Choubey (Dr.)
Umesh Harjivandas Ved
Secretary
M. S. Sahoo
Chief Executive
Sutanu Sinha
4
Companies Act, 2013 - Genesis
Passed in Lok sabha on December 18, 2012
Passed in Rajya Sabha August 08, 2013
President’s assent August 29, 2013
Total Number of Sections 470
Total Number of Chapters 29
Total Number of Schedules 7
Number of Sections notified (282) Section 1 on August 29, 2013
98 Sections on September 12, 2013
183 Sections on April 01, 2014
Total number of Rules notified Rules under 21 chapters notified
5
The Statement of Objects and Reasons of Companies Act 2013 - A Brief Note
1. E-governance including maintenance and inspection of documents in electronic form.
2. Concept of Corporate Social responsibility being introduced.
3. Enhanced accountability on part of companies covering aspects such as appointment of
independent directors, vigil mechanism through whistle blowing, restriction on layers of
subsidiaries etc.
4. Enhanced disclosures in Board Report, Annual Return etc.
5. Facilitating raising of capital by Companies.
6. Audit Accountability including aspects such as rotation of auditors, National Financial
Reporting Authority with a mandate to ensure monitoring and compliance of accounting
and auditing standards, Secretarial Audit for prescribed class of Companies.
7. Facilitating mergers, including cross-border mergers.
8. Protecting of minority shareholders including aspects such as small shareholder
director, exit option etc.
9. Investor Protection measures including aspects such as class action suits, stringent
norms for acceptance of deposits etc.
6
New Concepts Introduced
The Companies Act 2013 has introduced new concepts supporting enhanced disclosure,
accountability, better board governance, better facilitation of business and so on. It includes
the following aspects.
Associate Company
One person Company
Small Company
Dormant Company
Independent Director
Women Director
Resident Director
Secretarial Standards
Secretarial Audit
Special Courts
Class Actions
Registered Valuer
Rotation of Auditors
Vigil Mechanism(Whistle Blowing)
Corporate Social Responsibility
Cross Border Mergers
Prohibition of Insider Trading
Global Depository Receipts
7
CHAPTER-WISE HIGHLIGHTS WITH LIST OF E-FORMS AND PHYSICAL FORMS PRESCRIBED BY RULES
MADE THEREUNDER*
Notification status Highlights of the Act read with notified rules if any
List of important e-forms prescribed in the Rules
List of physical forms prescribed
Chapter I- Definitions (Sections 1-2)
Fully notified other than 2(23), 2(29)(iv), 2(67)(ix)
New Definitions added with respect to certain critical terms including the following:
1. Associate Company 2. Auditing Standards 3. Chief Executive Officer 4. Chief Financial Officer 5. Company Liquidator 6. Control 7. Financial Institution 8. Financial Statement 9. Global Depository Receipts 10. Independent Director 11. Indian Depository Receipts 12. Key Managerial Personnel 13. One person company 14. Serious Fraud Investigation Office 15. Small Company 16. Related Party 17. Voting Right
Certain Definitions (as already defined under Companies Act 1956) has been modified in Companies Act 2013, with better harmony and scope, including the following:
1. Expert 2. Books and Paper/Books of Accounts 3. Charge 4. Control 5. Deposit 6. Director 7. Expert 8. Free Reserves 9. Interested Director 10. Officer in Default 11. Subsidiary Company
* Prepared by Dte. of Academics, ICSI
8
Chapter II -Incorporation of the company and matters incidental thereto (Section 3-22)
Fully notified other than Section 7(7), Section 8(9) and second proviso to Section 14(1) and Section 14(2).
Concept of One Person Company has been
introduced and the OPC can be formed as
private limited company.
Numbers of permissible members in private
company has been raised to 200.
The Memorandum of Association shall to
state the mandatory objects.
Articles of Association may contain provisions
with respect to entrenchment.
If a company has any raised Money from
public through prospectus and if there is any
unutilised amount out of the money so raised,
it shall not change its objects unless a special
resolution is passed and other requirements of
advertisement and exit opportunity to
dissenting shareholders etc. is complied with.
A declaration in the form INC-8 by an
advocate, a chartered accountant, cost
accountant or company secretary in practice,
who is engaged in the formation of the
company, and by a person named in the
articles as a director, manager or secretary of
the company, that all the requirements of this
Act and the rules made thereunder in respect
of registration and matters precedent or
incidental thereto have been complied with;
All the Forms(physical/e-forms) stars with the
nomenclature -INC
INC-1 -Application for reservation of name
INC-2-
Form for Incorporation and nomination (One Person Company)
INC-3-
Form for consent of nominee of One Person Company
INC-4-
Form for change in member/nominee of One Person Company
INC-5-
Form for intimation of exceeding threshold of One Person Company
INC-6-
Application for Conversion
INC-7-
Application for Incorporation of Company (Other than One Person Company)
INC-18-
Application to Regional Director for conversion of section 8 company into any other kind of company
INC 8- Declaration from the professional as to compliance
INC 9 – Affidavit from subscribers
INC 10- Form for verification of signature of subscribers by witness.
INC 11 – Certificate of Incorporation
INC 13- Memorandum of Association
INC 14 & INC 15 – Declaration regarding section 8 Company
INC 16 & 17- Licence under Section 8 Company
INC 19 – Notice by applicant under Section 8
INC 25- Certificate of incorporation pursuant to change of name
INC 26 – Advertisement to be published in news paper for licence for existing companies
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INC-20
Intimation to Registrar of revocation or surrender of license issued under section 8
INC-21
Declaration prior to the commence-ment of business
INC-22
Notice of situation or change of situation of registered office and verification
INC-23-
Application to Regional director for approval to shift the registered office from one state to another state or from jurisdiction of one registrar to another within the state
INC-24-
Application for approval of Central Government for change of name
INC-27-
Conversion of public company into private company or private company into public company
INC-28-
Notice of order of the Court or other authority
10
Chapter III -Prospectus and allotment of securities (Sections 23-42)
Fully notified A public company may issue securities in any of the following manners:
To public through prospectus
Through private placement
Through rights issue or a bonus issue.
For private companies, this section provides that it may issue securities through private placement, by way of rights issue or bonus issue.
"Public offer" includes initial public offer or further public offer of securities to the public by a company, or an offer for sale of securities to the public by an existing shareholder, through issue of a prospectus.'
Provides for offer of sale by existing shareholders to public.
Issue of Global Depository Receipts by passing the special resolution and subject to such conditions as may be prescribed.
Private placement" means any offer of
securities or invitation to subscribe securities
to a select group of persons by a company
(other than by way of public offer) through
issue of a private placement offer letter and
which satisfies the conditions specified in this
section.
Any company making any offer or invitation of securities under private placement has to allot the securities within 60 days of receipt of application money.
All the Forms(physical/e-forms) stars with the nomenclature PAS.
PAS 2 – Information Memorandum
PAS-3-
Return of allotment
PAS 1- Advertisement giving the details of special resolution varying the terms of contract referred in the prospectus.
PAS 4- Private placement offer letter
PAS 5- Record of private placement offer
11
Chapter IV- Share capital and debentures (Sections 43-72)
Fully notified except Section 48, 55(3), proviso 2 clause b of sub-section 1 of Section 61, 62(4)-62(6) and Section 66, 71(9)-71(11)
Company cannot issue shares at discount other than as sweat equity.
Issue of Sweat equity shares to be authorized by special resolution at a general meeting.
Company cannot issue irredeemable preference shares or redeemable preference shares with the redemption period beyond 20 years. Company engaged in the setting up and dealing with of infrastructural projects may issue preference shares for a period exceeding twenty years but not exceeding thirty years, subject to the redemption of a minimum ten percent of such preference shares per year from the twenty first year onwards or earlier, on proportionate basis, at the option of the preference shareholders.
The conditions under which the preference shareholders can vote on every resolution placed before meeting of shareholders has been changed.
If the variation of one class of shareholders affects the rights of any other class of shareholders the consent of ¾th of that class should also obtained.
Issue of shares on preferential basis, requires special resolution and valuation by registered valuer.
An instrument of transfer of securities held in physical form shall be in Form No.SH.4 and every instrument of transfer with the date of its execution specified thereon shall be delivered to the company within sixty days from the date of such execution.
When the company issues prospectus or make an offer or invitation to the public or to its members exceeding five hundred for the subscription of its debentures, it is required to appoint a debenture trustee.
All the Forms(physical/e-forms) starts with the nomenclature SH.
SH-7-
Notice to Registrar for alteration of share capital
SH-8-
letter of offer
SH-11
Return in respect of buy back of securities
SH 1 – Share Certificate
SH2- Register of renewed or duplicate share certificates.
SH3- Register of Sweat equity shares.
SH 4- Securities transfer form
SH 5- Notice for transfer of partly paid-up shares
SH 6 – Register of Employee Stock Option
SH 10 – Register of Securities bought back
SH 12- Debenture Trust Deed
SH 13- Nomination form
SH 14- Cancellation or variation of nomination
SH 15- Certificate of compliance in respect of buy back of securities.
12
Chapter V- Acceptance of deposits by companies (Sections 73-76)
Fully notified except Section 74(1) and Section 75
Prohibition of acceptance of deposits from persons other than members unless networth /turnover criteria are fulfilled.
All the Forms(physical/e-forms) stars with the nomenclature DPT.
DPT 1- Circular in the form of advertisement inviting deposits
DPT 2- Deposit Trust deed
DPT 3 – Return of Deposits
DPT 4 – Statement regarding deposits existing on the commencement of the Act
Chapter VI- Registration of charges (Sections 77-87)
Fully notified Every company creating a charge within or outside India, on its property or assets or any of its undertakings, whether tangible or otherwise, and situated in or outside India, to register the particulars of the charge signed by the company and the charge-holder together with the instruments, if any, creating such charge in Form No. CHG-1 (for other than Debentures) or Form No. CHG-9 (for debentures including rectification). The Charge has to be registered within 30 days of its creation. The Registrar can condone the delay upto 300 days of creation of charge.
All the Forms(physical/e-forms) starts with the nomenclature CHG
CHG-1-
Application for registration of creation, modification of charge (other than those related to debentures) including particulars of modification of charge by Asset Reconstruction Company in terms of Securitization and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002 (SARFAESI)
CHG-4-
Particulars for
CHG 2- Certificate of Registration of charge.
CHG 3- Certificate of registration of Modification of Charge
CHG 5- Memorandum of satisfaction of charge.
CHG 7- Register of charges
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satisfaction of charge
CHG-6-
Notice of appointment or cessation of receiver or manager
CHG-9-
Application for registration of creation or modification of charge for debentures or rectification of particulars filed in respect of creation or modification of charge for debentures
Chapter VII Management and administration (Sections 88-122)
Fully notified except Sections 97-99, Section 119(4)
Enhanced disclosures in the Annual Return
Penalty prescribed for tampering minutes.
Every listed company shall file a return in the prescribed form with the Registrar with respect to change in the number of shares held by promoters and top ten shareholders of such company, within 15 days of such change.
The resolution requiring special notice has to be moved by such number of members holding not less than 1 % of total voting power or holding shares on which an aggregate sum of not less than one lakh rupees has been paid-up .
Notice of General Meeting in electronic mode permitted.
Secretarial Standards for Board and General Meeting introduced.
MGT-6-
Form of return to be filed with the Registrar
MGT-14-
Filing of Resolutions and agreements to the Registrar under section 117
MGT1- Register of Members
MGT 2- Register of debenture holders/other security holders
MGT 3- Notice regarding place of keeping the registers
MGT 4- Declaration of beneficial interest (by registered owners)
MGT 5- Declaration of
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Punishment for Company Secretary for certifying annual return not in conformity.
All the Forms(physical/e-forms) starts with the nomenclature MGT.
beneficial interest by persons holding beneficial interest.
MGT 6- Return to registrar regarding beneficial interest.
MGT 7- Annual Return
MGT 8- Certificate by Company Secretary in Practice
MGT 9- Extract of Annual Return
MGT 10 – Changes in the shareholding position of promoters and top ten shareholders.
MGT 11- Proxy form
MGT 12 –polling paper
MGT 13- Report of the Scrutinizer
MGT 15- Form for filing the report on AGM.
Chapter VIII Declaration and payment of dividend (Sections 123-127)
Fully notified except Section 124-125
No dividend can be declared in case of failure of repayment of deposits or interest thereof.
15
Chapter IX Accounts of companies (Sections 128-138)
Fully notified except Section 130-132
Maintenance of books of accounts in electronic mode permitted.
Compulsory placing of accounts on company’s website by listed companies.
Voluntary revision of financial statements or Board’s report.
Re-opening of accounts on tribunal’s order.
Mandates preparation of consolidated financial statements for all companies which have one or more subsidiaries in addition to the standalone financial statements.
Board’s report has been made more informative with extensive additional disclosures like a statement on declaration of independence by the independent directors, related party transactions, policy on director’s appointment and remuneration, ratio of remuneration to each director to the median employee’s remuneration, policy developed and implemented by the company on corporate social responsibility.
Mandates internal audit for prescribed class of companies.
Prescribed companies to spend atleast 2% of the average net profits made during the 3 immediately preceding financial year.
AOC 1- Statement containing salient features of the financial statement of subsidiaries/
associate companies/joint ventures
AOC 2- Related party disclosure
AOC 3- Statement containing salient features of Balance Sheet and Profit and Loss Account
AOC 4- Form for filing financial statement and other documents with the registrar.
Chapter X Audit and auditors (Sections 139-148)
Fully notified except second proviso to sub-section (4) and sub-section (5) of Section 140
Time bound annual appointment/re-appointment of auditors by CAG for Government Companies.
Compulsory Rotation of Auditors
Auditors not to render certain services
Tribunal may direct the Company to change the auditors
Indebtedness of relative of auditor, associate
ADT 1- Notice of appointment of Auditors
ADT 2- Application for removal of auditors before the expiry of term.
ADT 3- Notice of Resignation of
16
company are disqualifications to be appointed as auditor.
Auditor to attend the Annual General Meetings.
Cost Auditing Standards made mandatory.
Auditor
ADT 4- Report to Central Government, suspecting offence involving fraud.
Chapter XI Appointment and qualifications of directors (Sections 149-172)
Fully notified except Section 169(4)
Compulsory appointment of women director for certain class of companies.
Compulsory appointment of resident director.
Listed companies to have at least 1/3rd of the total number of directors as independent directors.
Maximum number of directors is 15.
Limitation of liability of non-executive directors and independent directors.
Declaration from director stating that he is not disqualified to be appointed as director.
Duties of directors are directly spelt out.
DIR-3-
Application for allotment of Director Identification Number
DIR-6-
Intimation of change in particulars of Director to be given to the Central Government
DIR 11-
Notice of Resignation of Director to the Registrar.
DIR 12-
Particulars of Appointment of Directors, Key Managerial Personnel and Change amongst them
DIR 1- Application for inclusion in databank of independent directors
DIR 2- Consent to act as director
DIR 4- verification of applicant for application for DIN
DIR 5- Application for surrender of DIN
DIR 7- Verification of applicant for change in DIN particulars
DIR 8- intimation by director about other directorships / previous disqualification if any etc.
DIR 9- report by a company to registrar
DIR 10 – For of application for removal of disqualification.
17
Chapter XII Meetings of the board and its powers (Sections 173-195)
Fully notified Notice of Board Meeting in electronic mode.
Participation of directors at the Board Meeting through video conferencing permitted.
Every listed companies and other class of companies to set up vigil mechanism for directors/employees to report genuine concerns.
Setting up of nomination and remuneration committee for certain class of companies.
Prohibition of loans to directors or giving guarantee or providing security in connection with loan taken by director of the company.
The scope of related party transactions and the disclosure requirements thereof widened.
Prohibition on forward dealings in securities of company by a Key managerial Personnel.
Prohibition of insider trading of securities.
Bar on investment through more than 2 layers of investment companies
Requirement to disclose inter-corporate loans made by company, inter-corporate investments in its financial statement.
MBP-1- Notice of interest by Director
MBP 2- Register of loans etc
MBP 3- Register of investments not in own name
MBP 4- Register of contracts with related party.
Chapter XIII Appointment and remuneration of managerial personnel (Sections 196-205)
Fully notified Separation of officers of Chairman and MD/CEO.
Appointment of Key Managerial Personnel for Certain class of companies.
Ratio of remuneration of each director to the median employee’s remuneration to be disclosed in the Board’s report of every listed company.
MR-1
Return of appointment of managing director or whole time director or manager
MR3- Secretarial Audit Report
18
Mandatory secretarial Audit for Certain class of companies.
Functions of Company Secretary defined.
MR-2
Form of application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing director or whole time director or manager and commission or remuneration to directors
Chapter XIV Inspection, inquiry and investigation (Sections 206-229)
Fully notified except Section 212(8) – Section 212(10), Section 213, 216(2), Section 218, Section 221-222, Section 224(2), 224(5) and Section 226-227
Investigation into the affairs of the Company by SFIO.
Reciprocal arrangement with other countries for assistance in investigation of affairs of companies.
Freezing of assets on an inquiry and investigation of a company.
Investigation of foreign companies.
Chapter XV Compromises and arrangements (Sections 230-240)
Yet to be notified Compromise/arrangement to include takeover offers.
Detailed disclosure by applicant through affidavit, to the tribunal, disclosing the material facts relating to the company.
No sanction for compromise or arrangement if accounting treatment not compliant with accounting standards.
19
Specific provisions for demergers.
Cross border mergers facilitated.
Fast track merger for small companies and between holding company and its wholly owned subsidiary introduced.
Person / group of persons holding 90% or more equity shares by virtue of amalgamation etc. Can purchase the remaining equity shares of the company from minority shareholders.
Valuation of shares / assets etc. required under 2013 Act to be performed by a Registered Valuer.
Chapter XVI Prevention of oppression and mismanagement (Sections 241-246)
Yet to be notified Class action by members/depositors by applying to tribunal.
Chapter XVII Registered valuers (Section 247)
Yet to be notified Lays down the criteria for registration, rights of the valuer, approach and methods to be used by registered valuers and contents of the Valuation Report.
Companies Act, 2013 — Occasions requiring valuation
1. Section 62- Valuation for Further Issue of Share Capital
2. Section 192(2) - Valuing Assets involved in Arrangement of Non-Cash transactions involving directors
3. Section 230(2)(c)(v)- Valuation of shares, property and assets of the company under Corporate Debt restructuring scheme.
4. Section 230(3) – Copy of valuation report to be accompanied with the notice of the meetings of shareholders or creditors.
-- --
20
5. Section 232(2(d) – Circulation of report of the expert relating to valuation at the meeting of creditors/members.
6. Section 232(3)(h) – Exit opportunity to the shareholders of transferor company in case of transferor company being a listed company and the transferee company being an unlisted company.
7. Section 236(2) – Valuation of shares held by Minority shareholders.
8. Section 260(2)(c)- Valuation of shares/assets for company administrator.
9. Section 281(1) – Valuation of assets for submission of report by the liquidator.
10. Section 305(2(d) – Valuation at the time of declaration fo solvency under voluntary winding up.
11. Section 319(3)(b) - The interest of dissenting member of transferor company who do not support the special resolution required by company liquidator.
Chapter XVIII Removal of names of companies from register of companies (Sections 248-252)
Yet to be notified Removal of name by Registrar of Companies Suo motu or on application by the company.
Grounds on which the registrar may remove the names of companies has been specified.
Appeal against the order of Registrar companies to tribunal.
Application by ROC to tribunal against his own action of inadvertent removal of name.
-- --
21
Chapter XIX Revival and rehabilitation of sick companies (Sections 253-269)
Yet to be notified Sickness defined.
Revival and rehabilitation is applicable to all sick companies.
Time bound rehabilitation process.
-- --
Chapter XX Winding up (Sections 270-365)
Yet to be notified Winding up process has become time bound.
More grounds of winding up.
Winding up may be by tribunal or voluntary winding up.
Enhanced measures to protect the interest of creditors.
-- --
Chapter XXI Companies authorized to register under this act (Sections 366-378)
Fully notified except Sections 372-373 and Section 375-378, proviso to Section 370
-- URC-1
Application by a company for registration under section 366
URC 2- Advertisement giving notice about registration under Part I of Chapter XXI
Chapter XXII Companies incorporated outside India (Sections 379-393)
Fully notified except Section 391(1)
Service on foreign company by electronic mode. Applicability of winding up of provisions to closure of place of business of foreign company. Criminal liability for misstatement in prospectus
FC-1 Information to be filed by foreign company FC-2 Return of alteration in the documents filed for registration by foreign company FC-3 List of all principal places of business in India established by foreign company FC-4 Annual Return
FC 5- Nomination by IDR holder
22
Chapter XXIII Government companies (Sections 394-395)
Fully notified -- -- --
Chapter XXIV Registration offices and fees (Sections 396-404)
Fully notified except 399(2)
Inspection in electronic form GNL-1
Form for filing an application with Registrar of Companies
GNL-2
Form for submission of documents with Registrar of Companies
GNL-3
Particulars of person(s) or director(s) or charged or specified for the purpose of section 2(60)
--
Chapter XXV Companies to furnish information or statistics (Sections 405)
Fully notified -- -- --
Chapter XXVI Nidhis (Sections 406)
Fully notified --- NDH 1- Return of statutory compliances
NDH 2- Application for extension of time
NDH 3- Half yearly Return
23
Chapter XXVII National Company Law Tribunal and Appellate Tribunal (Sections 407-434)
Only Sections 407-414 have been notified. Other sections are yet to be notified.
--- -- --
Chapter XXVIII Special courts (Sections 435-446)
Only Section 439 and Section 442-446 are notified. Other sections are yet to be notified.
Establishment of special courts for speedy trial of offences
Composition of offences by special courts, regional director and tribunal.
Offences to be non-cognizable with certain exceptions.
-- --
Chapter XXIX Miscellaneous (Sections 447-470)
Fully notified except Section 465-466
Punishment for fraud, false statement, false evidence, punishment where no specific penalty or punishment is provided, punishment for repeated default etc.,
Adjudication penalties.
ADJ
Memorandum of Appeal
MSC-1
Application to ROC for obtaining the status of dormant company
MSC-3
Return of dormant companies
MSC-4
Application for seeking status of active company
MSC 2- Certificate of status of a Dormant Company
MSC 5- Certificate of Status of an Active Company
24
Schedule I-VII
Notified Schedule I- Memorandum and Articles of Association formats.
Schedule II- Useful lives to compute depreciation.
Schedule III- General instruction for preparation of balacesheet and statement of profit and losss of a company.
Schedule IV- Code for independent Directors
Schedule V- conditions to be fulfilled for the appointment of a managing or whole-time director or a manager without the approval of central government.
Schedule VI-Infrastructure projects/ infra-structural Facilities
Schedule VII- Activities which may be included by companies in their corporate social responsibility policies.
-- --
25
Regulation of Foreign Companies conducting Business through
e-Commerce in India under the Companies Act, 2013
Bhasker Subramanian*
1. E-Commerce in India: India being a rapid adopter of new technologies has taken giant strides
in conducting business through e-Commerce. E-commerce is being used for purchase and sale
of several products and there are multiple players using various portals and websites for this
purpose. However, E-commerce laws and regulations in India are still evolving. This has created
some confusion and uncertainty among e-commerce entrepreneurs in India. While some have
opened e-commerce outlets through websites, others are exploring a more appropriate and
legal way of running an e-commerce business in India.
2. Legal formalities: There are numerous legal formalities that are required to start a business
entity and conduct e-commerce activity through it in India. A business can be operated as:
(a) Sole Proprietorship
(b) Partnership
(c) Limited Liability Partnerships (LLP)
(d) Company
While Partnerships are covered under the Partnership Act, 1932, LLPs are covered under the
LLP Act, 2008 and Companies under the Companies Act, 1956/ (2013). A Sole Proprietorship
business does not have a specific governing law but is subject to several other laws that govern
business. There is no other option to start a business to conduct e-commerce in India in a
legally permissible manner. This is more so because the Information Technology Act 2000 (IT
Act) prescribes stringent penal and pecuniary penalties for violation of its provisions relating to
online transactions. The websites that facilitate e-commerce transactions fall under the
category of intermediaries as defined under section 2(1) (w) of the IT Act. It is thus imperative
that such e-commerce websites should exercise due diligence as provided under section 79 of
the IT Act and Rules made thereunder.
3. Compliance with other laws: The legal requirements for undertaking e-commerce in India
also involve compliance with other laws like Contract Act, Indian Penal Code, etc. Further,
online shopping in India also requires compliance with the banking and financial norms
applicable to businesses in India. However, it is necessary to note that presently there is no
legal definition of what constitutes e-commerce or e-commerce activities.
______________________________________________________________________________
*Delhi based Fellow Member of the ICSI.
26
4. Cyber due diligence: It is imperative that compliance with the guidelines applicable to
intermediaries as provided under the IT Act is necessary and should be followed by all the e-
commerce related websites, which would like to do business in India. However, many e-
commerce websites in India seem to be openly flouting the norms and regulations in India. As
on date, the e-commerce websites dealing with online pharmacies, online gaming and
gambling, online selling of adult merchandise, etc are openly and continuously violating the
laws of India relating to such businesses, including the IT Act. They do not seem to understand
that there are well recognized legal requirements to commencee-commerce business in India
and for conducting e-commerce business in India. As on date, the e-commerce websites are
not following all the techno-legal requirements. Preventing or stopping cybercrime is more than
a business concern. Stopping cybercrime is a law enforcement challenge being faced by
governments across the world. Preventing cybercrime is important for a nation’s economic
progress, as e-commerce forms a substantial component of economic activity.
5.Inadequacy of laws: The cyber criminals are becoming innovative day by day and our laws are
proving to be inadequate to deal with them. For instance, numerous websites, both Indian and
foreign, are violating various laws in India by undertaking illegal businesses in India through e-
commerce. Needless to mention, these are transnational crimes where the authorship
provenance is very difficult.
6. Role of Government: However, a significant effort is needed to effectively regulate the
tangled web. Effective risk management strategies coupled with adequate legal documentation
will effectively protect e-commerce customers. Internet being a goldmine for business may
ultimately become a landmine if left unregulated or less regulated. Thus the government
should provide a legal framework for e-commerce to balance the expanding domestic and
international trade along with proper protection to basic rights such as privacy, intellectual
property, prevention of fraud, consumer protection etc.
7. Definition of foreign company under the Companies Act, 2013: It is pertinent to draw
attention to the definition of “foreign company” under the recently enacted Companies Act
2013:
As per Section 2 (42),“foreign company” means any company or body corporate incorporated
outside India which—
(a) has a place of business in India whether by itself or through an agent, physically or through
electronic mode; and
(b) conducts any business activity in India in any other manner”.
27
Further, Chapter XXII of the Companies Act, 2013 contains provisions to be complied with by
foreign companies not only under the Act but also under the provisions prescribed through
rules. Though under the definition, establishment of a place of business through ‘electronic
mode’ has been recognised, no implicit or explicit detailing has been done in this regard. To
avoid fleecing of consumers in India by e-commerce companies operating from outside the
country without subjecting themselves to the law of the land in India, it is suggested that the
Ministry of Corporate Affairs (MCA) which administers the Company Law in our Country, insert
the following rule under chapter XXII of the Companies Rules, 2013 (2014) to regulate business
relating to e-commerce in India.
Applicability of rules:
The rules prescribed under the chapter are applicable to any company or body corporate
incorporated outside India which has a place of business in India whether by itself or through an
agent, physically or through electronic mode and conducts any business activity in India which
includes business through e-commerce.
Power of Central Government to block access by public:
Where the Central Government or any of its officers specially authorized by it in this regard
notice that a company is conducting business through e-commerce using a website, which is
freely available or accessible to the public within India, without registration within the
stipulated period with the jurisdictional Registrar as provided under the Act, it may for reasons
to be recorded in writing, by order, direct any agency of the Government or intermediary to
block access to such website by the public or cause to be blocked access by the public of any
such website used for conducting any business activity in India through e-commerce.
8. Definition of ‘electronic mode’ for the purpose of ‘foreign company’: It is also pertinent to
draw attention to the definition of ‘electronic mode’ under sub-rule (h) of rule 2 of the
Companies (Specification of definitions details) Rules, 2014:
“electronic mode”, for the purposes of clause (42) of section 2 of the Act, means carrying out
electronically based, whether main server is installed in India or not, including, but not limited
to-
(i) Business to business and business to consumer transactions, data interchange and other
digital supply transactions;
(ii) Offering to accept deposits or inviting deposits or accepting deposits or subscriptions in
securities, in India or from citizens of India;
28
(iii) Financial settlements, web based marketing, advisory and transactional services,
database services and products, supply chain management;
(iv) Online services such as telemarketing, telecommuting, telemedicine, education and
information research; and
(v) All related data communication services, whether conducted by e-mail, mobile devices,
social media, cloud computing, document management, voice or data transmission or
otherwise.
9. Conclusion: In order to effectively monitor and regulate the companies conducting e-
commerce in India through physical or virtual presence, it is suggested that MCA prepare and
maintain a ‘White List’ of all such companies which are incorporated outside. Thus all
companies whether existing or proposed to be incorporated outside India would require
mandatory registration with their jurisdictional Registrar of Companies in India for conducting
business through itself or its agent either physically or in electronic mode within a period of one
year, failing which their operations could be held to be illegal and Reserve Bank of India (RBI)
and Department of Electronics and Information Technology (DeitY) would be informed to take
suitable action including blocking the websites.
Summary
Thus, having recognized the establishment of a place of business through ‘electronic mode’ as a
foreign company, the author wants to avoid fleecing of consumers in India by e-commerce
companies operating from outside the country without subjecting themselves to the law of the
land in India. Insertion of the relevant rules under the Companies Rules, 2013 may regulate
business relating to e-commerce in India. For effective monitoring and regulation of the
companies conducting e-commerce in India through physical or virtual presence, the author
suggested to prepare and maintain a ‘White List’ of all such companies which are incorporated
outside.
29
Will the Companies Act 2013 Impede MSMEs
from Bond Markets ? Nidhi Bothra*, Shambo Dey**
From the recommendations of the R H Patil Committee emphasizing on the importance of the deep and
liquid corporate bond market to the constant on-going efforts of SEBI and RBI to catalyse the corporate
bond market in India, there has been limited success at the fore. Corporate Bond Market in India, which
stands below 5% of GDP at present, has the potential to reach to a level of 15% of GDP during the
12th Five Year Plan (2012-17) on back of policy and regulatory reforms, according to a survey conducted
by the Confederation of Indian Industry (CII). A robust Corporate Bond Market is imperative to meet the
funding needs of the emerging Indian economy considering the limitations of bank financing and
government funding. If there weren’t enough regulatory bottlenecks before India Inc. on raising funds
via corporate bonds, the requirements of Companies Act, 2013 (CA, 2013) makes the process even more
treacherous and do not seem to be in tandem with the counterpart regulators’ reform targets.
SEBI and RBI’s efforts in catalysing corporate bond market
The public issue requirements are already onerous and stringent; more than 90% of the debt raised is
privately placed and the secondary market for corporate bonds is severely constrained by the lack of
liquidity, transparency and the price discovery process is not satisfactory. To top it all the investors base
remains limited to long term investors. SEBI’s efforts over the years have made several efforts to
address these challenges, some of which include :
a. The requirement for corporate houses to obtain credit ratings from two agencies was relaxed to
one credit agency. This relaxation was made to reduce the cost of issuance of debt instruments.
b. While there may be no takers, but SEBI also decided to allow issue of bonds even for those
which are below the investment grade.
c. In 2013, SEBI took a bold step to mobilize the bond markets by establishing a platform of stock
exchanges called ITP for Small and Medium Enterprises (SMEs). The aim was to aid such
enterprises in getting access to capital as well as gain wider visibility. Prior to this, listing was
possible only after an initial public offer was made and subscribed to. With this move, SEBI
made it possible for SMEs to raise capital without going through the expensive IPO route, also
enabling the angel investors to exit such companies easily.
* CS Nidhi Bothra, Executive Vice-president, Vinod Kothari & Company, Kolkata.
** Shambo Dey, Research Associate, Vinod Kothari & Company, Kolkata.
30
To improve liquidity and give the corporate bond market a boost, the Reserve Bank of India has also
been taking various initiatives. Some of these are recounted below:
i. To promote transparency in corporate debt market, a reporting platform was developed by
FIMMDA and it was mandated that all RBI-regulated entities should report the OTC trades in
corporate bonds on this platform. Other regulators have also prescribed such reporting
requirement in respect of their regulated entities. This has resulted in building a credible
database of all the trades in corporate bond market providing useful information for regulators
and market participants.
ii. Clearing houses of the exchanges have been permitted to have a pooling fund account with RBI
to facilitate DvP-I based settlement of trades in corporate bonds.
iii. Repo in corporate bonds was permitted under a comprehensive regulatory framework.
iv. Banks were permitted to classify their investments in non-SLR bonds issued by companies
engaged in infrastructure activities and having a minimum residual maturity of seven years
under the Held to Maturity (HTM) category.
v. The provisioning norms for banks for infrastructure loan accounts have been relaxed.
Companies Act, 2013’s whammy
Despite these measures, the sea of amendments in the corporate laws may bring some high tides for the
bond market. Under Companies Act, 2013 (CA, 2013), any company that lists any of its securities on a
recognised stock exchange shall be called a listed company. Section 2 (52) of the CA, 2013 defines listed
company as:
(52) “listed company” means a company which has any of its securities listed on any recognised
stock exchange;
This would mean any company including a private company which has any security, including debt
instruments, listed on a recognised stock exchange shall be called a listed company for the purpose of
this Act. And therefore all the provisions of the listed company shall be applicable to such companies as
well. Compare this with the erstwhile Companies Act 1956, where the definition of listed companies
excluded private companies, even if such private companies had listed debt or structured debt
securities. Simply put, private companies which have not yet gone public through an IPO but have listed
debt securities with a stock exchange are covered in the new regime under the definition of listed
companies.
31
As a listed company, these companies will have to comply with the following provisions of the CA, 2013:
a. Audit Committee requirement -- The listed companies shall be required to have an audit
committee and such audit committee shall consist of minimum three directors with
independent directors forming a majority. While section 149 (4) of the CA, 2013 does not
prescribe for a need for an independent director but pursuant to this section will require
independent directors (Section 177). In the Companies Act, 1956 only public companies, but not
private companies, were required to have an Audit Committee.
b. Nomination and Remuneration Committee requirement -- Listed companies will be required to
have a nomination and remuneration committee as well, comprising of three or more non-
executive directors. Out of which not less than one-half have to be independent (Section 178).
c. Secretarial Audit -- Though the section says secretarial audit for bigger companies; all listed
companies be required to provide for a secretarial audit report along with the board’s report
which shall be duly signed by company secretary in practice (Section 204). The PCS has to
confirm that the company has complied with the provisions of several regulations which include
RBI, SEBI, SCRA, listing agreement, depositories, FEMA, competition, to name a few.
d. Vigil Mechanism -- Listed companies to establish a vigil mechanism for directors and employees
to report genuine concerns in such matters as may be prescribed (Section 177 (9)).
e. Appointment of auditors -- Listed companies cannot appoint an individual as an auditor for
more than one term of five consecutive years and an audit firm as auditor for more than two
terms of five consecutive years. There shall be a cooling off period for the individual auditor and
the audit company for a period of five years after their expiry of term mentioned above. Then
you cannot appoint an audit firm whose partner or partners are common to other audit firm
whose tenure expired (section 139(2)).
f. Other compliances –
i. The annual return of the listed companies will have to be certified by a company
secretary in practice (Section 92(2)).
ii. Listed companies to file with RoC changes in the number of shares held by the
promoters and top 10 shareholders of the company within 15 days from such change
(Section 93).
iii. Listed companies to have its website and place the financial statement of the company
on its website (Section 136).
32
As per the final rules of Companies Act 2013, listed companies are required to appoint internal auditor
(u/s 138), appoint a woman director on board (u/s 149(1)) and also appoint Key Managerial Personnel
(u/s 203) which shall include a managing director, company secretary and a CFO.
While some of these disclosure requirements could be called to be well placed for listed public
companies but the current provisions seem more mindless in their approach. Also the fine imposed for
contravention of the provisions of some of the sections may result call for an imprisonment of a term
which may extend upto one year or fine which may extend to Rs. 5 lacs or both.
Conclusion
For a MSME to get its debt securities listed; the regulatory compliance burden may outweigh the
benefits of price discovery, liquidity and transparency and the repercussion may be such companies may
not be able to attract angel investors either. While funding is critical for the growth of the companies
and the development of the economy the burden of compliance is so huge that it surely comes in the
way of becoming a listed company.
Such extensive compliance requirements are onerous for private and small companies, for they entail
extra regulatory costs and burden. Most SMEs would be doing these for the first time. These will act as a
disincentive for SMEs to get securities listed. Hence the benefits that SEBI and RBI tried to offer to small
and medium sized private companies are largely offset by the counter measures of CA, 2013. It seems
that until the market regulator and the central bank succeeds in convincing the Ministry of Corporate
Affairs to relax the norms for SMEs, the regulatory quagmire may just put the bond market in a worse of
position than it already was.
33
National Seminar on ‘Laws and Economics of Competition’ Friday, the June 13, 2014 9.30 am to 5.00 pm
Venue: The Ashok, New Delhi
Registration: 9.00 a.m. Four PCH for ICSI Members Delegate Fee: Rs. 1,000/- + 12.36% service tax Eight PDP for ICSI Students
The Competition is driving today’s Global business environment, and is as old as evolution of human beings. Competition being fundamental characteristic of a flexible and dynamic market economy, its benefit accrue to consumers, businesses and the economy as a whole. It benefits consumers by enabling them to choose from a wide array of quality products at affordable prices; businesses benefit from lower prices as consumers of raw materials or intermediate products, which augments their competitiveness; and the economy benefits as competition fosters innovation, increases productivity and leads to accelerated economic growth.
The fundamental objective of Competition Law is to promote and sustain market competition as its rationale lies in the proposition that competition yields social benefits and therefore needs to be nurtured. The process of competition is, however, not automatic, as vested interest groups, incumbent monopolistic firms, collusive businesses and other stakeholders may distort the process of competition or capture the benefits of market-oriented economic reforms. The evidences, in this context, suggest that effective competition regulation in an environment of competition culture acts as a catalyst for trade liberalisation, foreign direct investment and other economic policies, promoting economic growth, equity and welfare of the common man.
In this backdrop, the ICSI is organizing a National Seminar on Laws and Economics of Competition on June 13 2014 at New Delhi. Mr. Ashok Chawla, Chairman, Competition Law Commission of India has very kindly consented to be the Chief Guest. Other Eminent Faculty comprising Regulators, Executives and professionals having extensive exposure in chosen areas will also address the participants on the occasion.
Coverage
The theme of the Seminar will be deliberated in the following three technical sessions:
1. Prohibitions: (i) Agreements, and (ii) Investigations
2. Combinations
3. Abuse of dominance
Participation
The Seminar will be of immense benefit to corporate executives, company secretaries, chartered accountants, cost accountants and other professionals.
Fee
Rs. 1,000/- + 12.36% service tax per participant to cover the cost of organisational expenses of the Seminar.
Registration
Request for Registration may be sent in the enclosed proforma alongwith demand draft/cheque for Rs. 1124/- drawn in favour of The Institute of Company Secretaries of India payable at New Delhi so as to reach on or before June 10, 2014 to Assistant Director, (Academics), The Institute of Company Secretaries of India, ICSI House, 22, Institutional Area, Lodi Road, New Delhi-110 003. Tel: 011-45341027; Mobile: 9899059620; E-mail: [email protected].
Programme Director
CS Sanjay Grover
Council Member, ICSI and Chairman, Corporate Laws and Governance Committee
34
15th National Conference of Practising Company Secretaries
Dates (days) : June 27 & 28, 2014 (Friday & Saturday)
Venue: The Orchid, Mumbai
Theme : PCS: The facilitator for Corporate Growth
Sub-Themes
Opportunities under the Companies Act, 2013 – Secretarial Audit, Annual Return, PCS as scrutinizer for e-
voting, Valuation
Exploring New Areas of Practice – Banking, Service Tax, SMEs & Capital Markets, Listing Agreement
Independent Director – Role, Responsibilities and Risk
Enhancing Quality of Professional Services - Peer Review, Code of Conduct, Penalties under the
Companies Act, 2013
PCS: The facilitator for Corporate Growth
The theme of the Conference reiterate and reinforce the worldwide focus on ‘growth enhancing governance’. The ever evolving dynamics of growth and governance spawns dynamic challenges. It is bounden duty of the company secretaries, who are fast emerging as responsible governance professionals, to support and guide the corporates to meet such challenges of growth enhancing governance structure. The role of professionals like practising company secretaries is of utmost importance in day to day activities of corporates, they act as guide and facilitator to make them well governed corporates. It is under these underpinnings the theme of the Conference will deliberate in four technical sessions as under:
Session 1 : Opportunities under the Companies Act, 2013
The profile of the company secretary has been witnessing a turnaround over the last few decades. The path breaking provisions in the Companies Act, 2013 place strategic importance on the profession of company secretaries in governance architecture of any corporate. The opportunity must be seized by the profession to upgrade its role. The enormous opportunities posed upon company secretaries need to be handled with utmost diligence in order to establish a robust compliance culture in the country. Secretarial Audit, Annual Return Certification are major areas of practice for company secretaries. In addition, a practising company secretary can act as scrutinizer for e-voting and independent valuer. The session will deal with the opportunities available to practising company secretaries with special emphasis of Secretarial Audit, Annual Return certification, Valuation and e-voting.
Eight PCH for Members
Sixteen PDP for Students
35
Session 2: Exploring New Areas of Practice
Non-governmental organizations, trusts, co-operative societies are important constituents of economic system and play a crucial role in economic development and social welfare. The governance of these sets of economic agents must avoid conflict of interest to pursue their objectives harmoniously. In addition, there are areas like Banking, Insurance, Service Tax, IPR, SMEs and Financial Market, etc. which need to be nurtured by providing value added services by practicing company secretaries. The deliberations at the session would focus on how to venture into these areas of practice for company secretaries.
Session 3 : Independent Director
Globally, the Corporate Governance is synonymous to disclosure, transparency and accountability and the objectivity of the Board in decision making are an important constituent of economic system and play a crucial role in economic development and social welfare. In India the Companies Act, 2013 which specifically speaks about disclosures and transparency in governance architecture, for the first time specifies the grounds of independence and prescribes the roles, responsibilities of an independent director coupled with risks of acting as in Independent Director. In this backdrop the session has been designed to deliberate upon the role, responsibilities of an independent director and the risks associated with their position as independent director in a company.
Session 4: Enhancing Quality of Professional Services
The economics of professions lies in quality of services rendered by the professionals. A professional is expected to compete with himself, his fellow professionals and professionals from other disciplines. He, however, survives and excels only if he goes beyond the expected. A quality conscious approach supplemented by continuing professional education holds him in good stead. He, however, needs setting up service bench marks, each with specific performance metrics, best practice guidelines and measurable results. As any other professional, a company secretary is also bound by the code of conduct and disciplinary mechanism of the Institute. He is also an officer in default. The session would provide insights into the penalties under the Companies Act, 2013; the Institute’s Code of Conduct and enable the participants to appreciate the concept of Peer Review towards enhancing the quality of professional services.
Tentative Programme
DAY 1 – Friday, June 27, 2014
9:00 am to 10:00 am Registration
10:00 am to 11:00 am Inaugural Session
11:00 am to 11:30 am Tea / Coffee
11:30 am to 1:30 pm Technical Session 1 - Opportunities under the Companies Act, 2013
1:30 pm to 2:30 pm Lunch
2:30 pm to 4:30 pm Technical Session 2 – Exploring New Areas of Practice
4:30 pm to 5:00 pm Tea / Coffee
5:00 pm to 6:00 pm Technical Session 3 – Independent Director
DAY 2 – Saturday, June 28, 2014
9.15 am to 10.30 am Interactive Session (for Members of ICSI only)
10:40 am to 12:10 pm Technical Session 4 – Enhancing Quality of Professional Services
12:10 pm to 12:30 noon Tea / Coffee
12:30 pm to 1:30 pm Valedictory Session
1:30 onwards Lunch
36
Backgrounder-cum-Souvenir
It is proposed to bring out a Backgrounder-cum-Souvenir containing theme articles and other relevant information.
Members who wish to contribute papers for publication in the backgrounder-cum-Souvenir or for circulation at the
Conference are requested to send the same on or before June 15, 2014 through email to CS Saurabh Jain, Deputy
Director, The Institute of Company Secretaries of India, ICSI HOUSE, 22, Institutional Area, Lodi Road, New Delhi –
110 003 at [email protected] with a copy to [email protected]. The paper / article should not normally
exceed 15 typed pages. Members whose papers/articles are published in the Backgrounder-cum-Souvenir of the
Conference would be awarded FOUR Programme Credit Hours and would also receive an honorarium of Rs.
2,500/-. The decision of the Institute shall be final in all respects.
Speakers
Eminent speakers with comprehensive exposure to the practical aspects of the topics will address and interact with the participants.
Participants
Company Secretaries and other Professionals in Secretarial, Legal and Management disciplines would be benefited by participating in the Conference.
Delegate Registration Procedure
The delegate registration fee is payable in advance and is not refundable once the nomination is accepted. The registration form duly completed along with a crossed demand draft may be sent in favour of “The Institute of Company Secretaries of India” Payable as New Delhi/Mumbai at the address given below. Delegates may please register by 15th June, 2014 in case hotel accommodation is required and by 20th June, 2014 in case hotel accommodation is not required.
1. Mr. Devender Kapoor, Assistant Director, ICSI HOUSE, 22, Institutional Area, Lodi Road, New Delhi – 110 003
2. Mr. Pramod Keot, WIRC of ICSI, 13 Jolly Maker Chambers No. 2 (First Floor), Nariman Point, Mumbai – 400 021
Delegates may also register online at the link: http://www.icsi.edu/15PCS.aspx
Delegate Registration Fee (Incl. of service tax)
Delegates Registering on or before 15th June, 2014
Registering after 15th June, 2014
Member/ Licentiate / Student / Spouse / Children / Non-Member
Rs. 4750/- Rs. 5500/-
Registration fee covers the cost of background material, lunch, tea (both days) and dinner (Friday, 27th May, 2014) and includes service tax.
Venue
"The Orchid", Nehru Road, Adjacent to Domestic Airport, Vile Parle (E), Mumbai - 400 09
Tel : 91-22-26164040 / Fax: 91-22-26164141 / E-mail: [email protected]
37
Hotel Accommodation
Accommodation on ‘first come first serve basis’ has been arranged at the conference venue i.e. Hotel The Orchid,
Nehru Road, Adjacent to Domestic Airport, Vile Parle (E), Mumbai for outstation delegates.
Room Tariff
On twin sharing basis – Rs. 3300/- (inclusive of all taxes) per person per night
On single occupancy basis – Rs. 6500/- (inclusive of all taxes) per person per night
• Standard Check in: 27th June, 2014 (12 Noon) / Standard Check out: 28th June, 2014 (12 Noon).
• Any extra stay will be charged separately, subject to availability of rooms and receipt of reservation
charges in advance.
• Any extra facilities availed by the delegate during the stay have to be paid directly to hotel The Orchid.
CS Atul H Mehta, Council Member, ICSI Programme Director Tel : 9820223978; e-mail : [email protected]
CS Anil Murarka Past President & Council Member, ICSI Chairman, PCS Committee Tel : 9830051304; email [email protected]
For clarification please contact the following :
For General Queries
Mr. K C Kaushik, Deputy Director
Tel: 022-22844073; email: [email protected]
For submission of articles for backgrounder-cum-souvenir & programme details
Mr. Saurabh Jain, Deputy Director
Tel: 011-45341035; e-mail: [email protected]
For Sponsorship
Ms. Arti J Shailendar, Deputy Director
Tel: 011-45341077; e-mail: [email protected]
For registration and accommodation
Mr. Devender Kapoor, Assistant Director
Tel: 011-45341029; e-mail: [email protected]
Mr. Pramod Keot, Assistant
Tel: 022-22844073, e-mail: [email protected]
38
© The Institute of Company Secretaries of India.
All rights reserved. No part of this Journal may be translated or copied in any form or by any means without the prior written permission of The Institute of Company Secretaries of India.
Disclaimer :
Although due care and diligence have been taken in preparation and uploading this e-journal, the Institute shall not be responsible for any loss or damage, resulting from any action taken on the basis of the contents of this e-journal. Any one wishing to act on the basis of the material contained herein should do so after cross checking with the original source.
Editorial Advisory Board
Mr. R. R. Shastri, Legal Advisor, Tata Sons Ltd.
Mr. V Sreedharan, Practising Company Secretary
Ms. Sonia Baijal, Director (Academics), ICSI
Mr. A K Sil, Joint Director (Academics), ICSI
Mr. Rahul Chandra, Joint Director (Academics), ICSI
For views/suggestions/feedback please write to : [email protected]
39
We invite the members to contribute articles/checklist/reviews or
any other relevant material pertaining to the Companies Act, 2013
for inclusion in the coming issues of e-CS nitor through e-mail
at : [email protected].
Broad topics for submission of Articles
Independent Directors
CSR
Annual Return
AGM
E-Voting
Bonus Shares
Preferential issues
Board Disclosures
Incorporation
Incorporation conversion
Shareholders democracy
Acceptance of Deposits
Rules under Companies Act, 2013
Resolutions to be filed under Companies Act, 2013
Announcement
