Sept-Dec 2019

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Page 1

Contents

Page no. Particulars

2 Book review

3-7 Programs of WIRC

7 Voluntary Donation to CSBF

8 Photo gallery of WIRC

9-10 WIRC PMS Scheme

11-36 Article on

(i) RBI revisits ‘fit and proper’ criteria

for directors of PSBs

(ii) NBFCs in India

: Current scenario

and Regulatory Framework

(iii) The Importance of Privacy and

Data Protection

(iv) Prohibition of Insider Trading - In

Practice

37-61 Chapter events

62 List of Incharge/Executive Officers of

WIRC Chapters

63 CSBF Appeal

Disclaimer: You are receiving this e-Newsletter since you are a member of ICSI. Views expressed in this newsletter are of authors and not necessarily of ICSI or WIRC of ICSI. ICSI or WIRC of ICSI does not verify authenticity of legal provisions contained in this newsletter. Neither authors, editors, publishers nor printers and distributers would be liable in any manner to any person by reason of any mistake or omission in this newsletter or for any action taken or omitted to be taken or advice rendered or accepted on the basis of this work. All rights reserved. All claims, disputes or complaints will be subject exclusively to jurisdiction of courts/ forums/ tribunal at Mumbai only.

Editor

CS Ashish Karodia- Chairman, WIRC

Publisher

Dr. Rajesh Kumar Agrawal,

Regional Director- ICSI WIRC

Editorial Board (in alphabetical order)

CS Anurag Gangrade

CS Ayushi Silot

CS Bhaveshkumar Rawal

CS Dipika Kataria

CS Madhu Kumar Ghatiya

CS Narendra Singh

CS Nusrat Parveen

CS Riddhi Thakkar

CS Shreya Vartak

CS Toshiba Sugandhi

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Book Review An initiative by Library Committee of WIRC of ICSI

Name of the Book & Edition Understanding Common Law Legislation- Drafting and Interpretation

Name of Author/ Co-Authors F. A. R. Bennion

Name of Publication House Oxford University Press, New Delhi (Indian Edition)

Price (Rs.) 375/-

Coverage Principles of statutory interpretation along with techniques of law management

About the Book

Francis Bennion is most famous for his monumental contribution to the field of interpretation of statutes in the form of ‘Bennion on Statutory Interpretation’(currently, 7thedn, LexisNexis 2019) which a comprehensive code on the interpretational tools and their usage. This present book distils, updates, and furthers the ideas presented in the said magnum opus as well as other writings of the learned author spread over four decades.

The first 12 chapters deal with interpretation and various tools and techniques for interpretation. They cover various tools like literal, purposive and developmental interpretations, drafting techniques, transitional provisions, legal policy, interpretational presumptions, andlinguistic canons and interpretative techniques. They are written in a candid tone not much found in other writers on the subject and carry a good flow of ideas. The discussion on the concepts of ‘judgment’ and ‘discretion’ found in Chapters 13 and 14 is unparalleled in Indian works. While Chapter 15 dealing with the impact of (UK) Human Rights Act 1998 and UK’s union with European Union on interpretation of UK legislations is not very relevant for Indian readers, Chapter 16 on ‘Jurisprudential basis of the common law or Global method’ certainly is. Chapter 17 addresses the debate of textualism and living statute approach in the context of American legal system while also dealing with the role and discretion of judges. Chapter 18 is a new contribution of the author where he has dealt with the techniques of law management. He rues the lack of attention (both by the academia and the profession) to this ability to ‘manage the relevant law’. In the said chapter he presents an integrated scheme of reading and implementing the law (in much the same way as his ‘Functional Rule of Interpretation’). Entire perusal of that chapter would enable the reader to ascertain the legal ambiguities and correct solutions to the same.

With reference to the structure of the book, the book carries table of cases, table of statutes, list of books and articles referred to as well as an index for easy reference. Additionally, chapter summaries are provided at the end which capture the most important ideas in the book.

Disclaimer

The views expressed above, are the views of the Library committee of WIRC of ICSI (2019) and are an outcome of the Review process. The views expressed above are not the views expressed by any member of WIRC of ICSI or the Institute of Company Secretaries of India.

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Workshops /Seminar / Professional Development Programmes for Sep 2019-Dec 2019

Sl.

No.

Date Topics Venue PCH

01 Sunday September 15,

2019

Borivali Knowledge Centre

Session on "CS Perspective on Understanding and Reading of

Financial Statements"

Club Aquaria Enterprises,

Zaika Resteraunt, 1st Floor Near, St. Lawrence High School, Club Aquaria Devidas Lane, Shanti

Ashram Borivali West, Mumbai, Maharashtra 400103

2

02 Sunday September 15,

2019

Vasai Knowledge Centre Session on

Drafting of Board’s Report under Companies Act, 2013

Companies (Amendment) Act, 2019

Kubera Veg Restaurant 1st Floor, Dewan Tower, Vasai Station Road, Opposite Parvati Cinema, Vasai-

West, Maharashtra 401202

2

03 Wednesday, Thursday, Friday & Saturday,

September 18,19,20 & 28

Master Class on Company Law ICSI-WIRC 5th Floor Jolly Maker Chamber No. 2, Nariman Point

14

04 Saturday, September 21,

2019

PCS Induction Program ICSI-WIRC 5th Floor Jolly Maker Chamber No. 2, Nariman Point

4

05 Thursday, September,

26, 2019

GHATKOPAR KNOWLEDGE CENTRE

I. Recent Updates on Corporate Law (mainly covering IEPF, Consumer Law, Labour Law)

II. “UDIN and e-CSIN”

Shrimati Bhuriben Laxmichand Golwala Auditorium

A.V.Hall ,1st Floor, New SNDT, Cama Lane End, Ghatkopar ( W)

Mumbai- 400 086

2

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06 Friday , September 27,

2019

ICAI Jointly ICSI WIRC program on Compounding

under FEMA

WIRC Premises, Rohit Chambers, 4th Floor, Janmabhoomi Marg, Fort,

Mumbai - 400 001

2

07 Friday, September 27,

2019

Dadar Knowledge Center session on The Companies

(Amendment) Act, 2019 with latest updates

City light Banquets, 4th Floor, City light Cinema, Ashford Chambers, L. J. Road, Matunga (West), Mumbai

400 016

2

08 Sunday, September

29,2019

Mulund Knowledge Center session on

- Practical Aspects of Mergers, - Demergers & Amalgamations - Fast Track Mergers and

Amalgamations - Setting up NCLT Practice

Lions Club of Mulund (Conference Hall)

V. P. Road, Mulund (West),

Mumbai – 400080

2

09 Sunday, September,

29, 2019

Andheri Knowledge Center session on Registrar of

Companies – Maharashtra, Ministry of Corporate Affairs

On

- Companies Recent Amendments and Corporate Developments ( Ministry of Corporate Affairs Perspectives)

- Recent developments on SEBI and SAT matters

Andheri Recreation Club, Harmony Banquet Hall Opp. Bhavan’s College Campus, Near Navrang Cinema &

Vrindavan Restaurant, Andheri (West), Mumbai.

Nearest Metro Station- Azad Nagar

2

10 Sunday

October 13, 2019

Mulund Knowledge Centre Session on Financial

Statement- Practical Aspects of Annual Compliance

Management under various provisions of Companies Act,

2013

Lions Club of Mulund, (Conference Hall)

V. P. Road, Mulund (West), Mumbai – 400080

2

11 Thursday, Friday & Saturday,

October 17,18 & 19, 2019

Master Class on NCLT/AT ICSI-WIRC, A/C Auditorium, 5th floor, Jolly Maker, Chambers No. 2, Nariman Point, Mumbai – 400021

10

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12 Friday, October 18 ,

2019

Ghatkopar Knowledge Centre

- Session on Session on Reading And Understanding Financial

- Statements For Compliances under The Companies Act 2013 - Evolution Of Private Equity

Shrimati Bhuriben Laxmichand Golwala Auditorium A.V. Hall ,1st Floor, New SNDT, Cama Lane

End, Ghatkopar ( W) Mumbai- 400 086

2

13 Sunday, October 20,

2019

Vasai Knowledge Centre Session on Insolvency &

Bankruptcy Code (IBC) And “UDIN and eCSIN

Kubera Veg Restaurant (1st Floor) Dewan Tower, Ground Floor, Vasai

Station Road, Opposite Parvati Cinema, Vasai, Maharashtra 401202

2

14 Sunday, October 20,

2019

Borivali Knowledge Centre Session on

- "Foreign Exchange Management Act, 1999

- Overseas Direct Investment and Compounding of offences under FEMA"

Club Aquaria Enterprises, Zaika Resteraunt, 1st Floor Near, St.

Lawrence High School, Club Aquaria Devidas Lane, Shanti

Ashram Borivali West, Mumbai, Maharashtra 400103

2

15 Friday, November 01,

2019

Dadar Knowledge Center session on Cross Border

Transactions - Compliance and other aspects

City light Banquets, 4th Floor, City light Cinema, Ashford Chambers, L. J. Road, Matunga (West), Mumbai

400 016

2

16 Saturday November 09,

2019

Landmark Judgement on IBC and Companies Act

Opportunities galore for Practice before NCLT

ICSI-WIRC, A/C Auditorium, 5th floor, Jolly Maker, Chambers No. 2, Nariman Point, Mumbai – 400021

4

17 Friday November 15,

2019

Overview of Law of Arbitration and FEMA

ICSI-WIRC, A/C Auditorium, 5th floor, Jolly Maker, Chambers No. 2, Nariman Point, Mumbai – 400021

4

18 Saturday November 16,

2019

PMLA, Benami Act & RERA – Emerging area of Practice

ICSI-WIRC, A/C Auditorium, 5th floor, Jolly Maker, Chambers No. 2, Nariman Point, Mumbai – 400021

4

19 Sunday, November 17,

2019

Andheri Knowledge Centre on Financial Statements - A

Company Secretary Perspective"

Andheri Recreation Club, Harmony Hall

Opp. Bhavan’s College Campus, Near Navrang Cinema & Vrindavan

Restaurant, Andheri (West), Mumbai. Nearest Metro Station-

Azad Nagar

2

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20 Sunday, November 17,

2019

Mulund Knowledge Centre Session on Issue of shares with DVR’s for start-ups and other

Companies

Analysis of recent circulars and Informal Guidance notes on various SEBI Regulations

Lions Club of Mulund, (Conference Hall)

V. P. Road, Mulund (West), Mumbai – 400080

2

21 Friday , November 22,

2019

International Men’s Day Celebration

ICSI-WIRC, A/C Auditorium, 5th floor, Jolly Maker, Chambers No. 2, Nariman Point, Mumbai – 400021

2

22

Sunday, November

24, 2019

Vasai Knowledge Centre Session on Analysis of Financial

Statement, Audit Report and AOC-4 from Auditor’s

Perspective

Kubera Veg Restaurant (1st Floor) Dewan Tower, Ground Floor, Vasai

Station Road, Opposite Parvati Cinema, Vasai, Maharashtra 401202

2

23 Sunday , November 24,

2019

Andheri Knowledge Centre on Practical Aspects of Merger and

Amalgamation

Andheri Recreation Club, Harmony Hall

Opp. Bhavan’s College Campus, Near Navrang Cinema & Vrindavan

Restaurant, Andheri (West), Mumbai. Nearest Metro Station-

Azad Nagar

2

24 Sunday November 24,

2019

Borivali Knowledge Centre

Session on " Fraud Reporting Identification and Reporting-

pivotal role"

Club Aquaria Enterprises, Zaika Resteraunt, 1st Floor Near, St.

Lawrence High School, Club Aquaria Devidas Lane, Shanti

Ashram Borivali West, Mumbai, Maharashtra 400103

2

25 Friday, November 29th , 2019

Dadar Knowledge Center session on Issue and

listing of Debt Securities and Commercial Paper

City light Banquets, 4th Floor, City light Cinema, Ashford Chambers, L. J. Road, Matunga (West), Mumbai

400 016

2

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26 Saturday, November 30,

2019

ICSI-WIRC jointly with IMC and BSE on Recent LODR etc

BSE International Convention Hall 4

27 Friday & Saturday,

December 06th & 7th ,

2019

Two days program on IBC- Challenges , Opportunities ,

Learning & Way Forward

Indian Merchants Chamber (IMC), IMC Building,

IMC Marg, Churchgate, Opposite Churchgate

Station Mumbai -400 020

8

For upcoming events of WIRC please visit https://www.icsi.edu/wiro/home/

Voluntary Donation to CSBF

Name of the member

Chapter name

MADHAVI AHMEDABAD

RICHA CHATURVEDI WIRO

POURAS NARAHARI RANE GOA

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Photo Gallery WIRC

Sept-Dec 2019

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WIRC PMS Scheme

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Sept-Dec 2019

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Articles

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RBI revisits ‘fit and proper’ criteria for directors of PSBs by Manoj Kumar Tiwari, corplaw@vinodkothari.com, manoj@vinodkothari.com

Introduction and Background The Reserve Bank of India (RBI) on August 2, 2019 notified the Reserve Bank of India (‘Fit and Proper’ Criteria for Elected Directors on the Boards of PSBs) Directions, 2019 1

The Consultative Group of Directors of Banks / Financial Institutions (Dr. Ganguly Group) was set up by the RBI to review the supervisory role of Boards. The Dr. Ganguly Group submitted its report in April 2002

(‘Directions’). The Directions specify the authority, manner, procedure and criteria for determining the ‘fit and proper’ status of a person to be eligible to be elected as a director on the Board of Public Sector Banks.

2

• Responsibilities of the Board of Directors;

which inter alia discussed the following:

• Roles and responsibilities of the independent and non-executive directors; • Need based training programs for directors; etc.

The RBI had vide notification dated November 1, 2007 notified the ‘fit and proper’ criteria for elected directors on the boards of nationalized banks3 (‘Erstwhile Circular’) which provided the format for Deed of Covenants and Declaration and Undertaking. The format of Declaration and Undertaking was revised in May, 20114

Effective Date

by RBI.

The Directions came into effect on the day these were placed on the official website of RBI i.e. August 2, 2019.

With the issue of these Directions, the instructions/guidelines contained in the following circulars issued by the Reserve Bank stand repealed.

a) DBOD. No. BC.No.47/29.39.001/2007-08 dated November 1, 2007 on ‘Fit and proper’ criteria for elected directors on the boards of nationalised banks.

b) DBOD. No. BC.No. 50/29.39.001/2007-08 dated November 14, 2007 on ‘Fit and proper’ criteria for elected directors on the boards of Associate Banks of SBI.

c) DBOD. No. BC.No. 54/29.39.001/2011-12 dated November 21, 2011 on ‘Fit and proper’ criteria for elected directors on the board of SBI.

1https://rbidocs.rbi.org.in/rdocs/notification/PDFs/71MDPSBS1A00DE17143448F991236A3C505BA69D.PDF 2https://rbidocs.rbi.org.in/rdocs/notification/PDFs/29959.pdf 3https://rbidocs.rbi.org.in/rdocs/notification/PDFs/80993.pdf 4https://rbidocs.rbi.org.in/rdocs/Notification/PDFs/FPC230511F.pdf

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Note: The Committee shall adopt the revised criteria while scrutinizing the nomination of candidates seeking election as new directors (appointment/re-appointment). However, existing elected directors may be allowed to complete their current terms as per the pre-revised criteria.

The Article analyses the requirements of the Directions and compares the same with Erstwhile Circular which was applicable to all Nationalized banks.

The banks are required to obtain necessary information and a Declaration &Undertaking in the format specified in Annex I to the Directions from the persons who apply to be nominated for election as a director. The format of Declaration and Undertaking to be submitted by the proposed Director includefollowing additional disclosures as compared to the format of the Declaration and Undertaking as prescribed in May, 2011 by the RBI:

Sr No. Clause of

the format Particulars to be disclosed

I. Personal details 1. (c) Nationality 2. (d) Age as on date 3. (f) Director Identification Number (DIN) 4. (g) Aadhaar Number 5. (h) (iii) Details of filing of return(s) and payment of taxes for past 3 years in the

following format: Date of filing Amount of tax paid (INR)

6. (j) Alternate email address and Mobile number (earlier only email address and telephone number was required)

7. (k) Relevant knowledge and experience as prescribed in • Section 10A(2) of Banking Regulation Act, 1949; • Section 19A(a) of the State Bank of India Act, 1955 (Only for State

Bank of India); • RBI circular on Special knowledge or practical experience useful to

banking companies dated November 24, 20165

.

5https://rbidocs.rbi.org.in/rdocs/Notification/PDFs/NOTI1525A33CFCDA60C4D0A84BA409AF3E3B3AC.PDF

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Sr No. Clause of the format Particulars to be disclosed

8. (l) and (m) • Present occupation (designation, name of the organisation and brief write-up on experience)

• Previous occupation covering minimum of past ten years, with complete address of the organisation(s) worked in, date of joining, date of relieving (including reasons), designation, etc.

9. (n) • In case of Chartered Accountant, following to be disclosed: o Membership number of the Institute of Chartered Accountants of

India (ICAI); o Date of registration with ICAI; o Name and address of the registered firm(s) o Details of audit/s presently undertaken by the firm/s.

10. (o) • Name of the banker(s) with Branch and Account Numbers (savings/current/loan accounts) where the proposed director is the primary account holder.

• Details of demat account(s) held if any The following format to be used:

Name of the bank Branch Type of A/c

A/c Number

11. (p) • Comprehensive Credit Information Reports (including all modules) from all the Credit Information Companies (CICs).

II Relevant Relationships of proposed director

12. (b) • Entities in which the director holds beneficial ownership as Section 89 and 90 of the Companies Act, 2013 and the Rules framed thereunder.

• List of trusts in which the position as trustee is held. 13. (c) • List of entities, existing and proposed, in which he/she is considered as

holding substantial interest within the meaning of Section 5 (ne) of the Banking Regulation Act, 1949 in the following format: Name of the Company/ firm

Country of incorporation

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Sr No. Clause of the format Particulars to be disclosed

Number of shares

Face value of each share

Total face value of share holding

Shareholding as % of total PUC

Beneficial interest (in value as well as % terms)

Whether entity is a section 8 Company as per Companies Act, 2013

14. (d) • Holding in entities incorporated abroad and having a place of business in India

15. (e) • Name of Bank/NBFC/any other company in which he / she is or has been a member of the Board / Advisor (giving details of period during which such office is/was held)

16. (g) • Cases, if any, where he/she or entities listed in II (b) to (d) above are in default or have been in default in the past 10 years in respect of credit facilities obtained from the bank/any other bank/ NBFC/any other lending institution.

17. (h) • Cases, if any, where he/she is a defaulter or has been declared as a wilful defaulter by any bank/NBFC/any other lending institution.

IV Proceedings, if any, against the proposed director

18. (g) • Whether he/she at any time has come to the adverse notice of any regulator such as SEBI, IRDAI, PFRDA, etc.

Undertaking

I undertake to distance myself from the bank audit work and not participate in the bank’s credit/investment decisions involving entities in which I am interested.

Consequences of non-submission of documents An elected director shall be considered as not fulfilling the ‘fit and proper’ criteria if he fails to:

• submit the deed of covenant or declaration or

• make proper disclosure or

• refrain from participating in credit/investment decisions, where he is interested; or

• makes incomplete or incorrect disclosures, or

• involves in such activities that render him/her ‘not fit and proper’ as per the criteria mentioned above.

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Other requirements

• The bank shall ensure compliance with Section 20 of the Banking Regulation Act, 1949. • Put in place a system of safeguards, including proper disclosure of the elected CA director’s/his firm’s

clients, and not participating in bank’s credit/investment decisions involving his/firm’s clients. • The elected CA director should be required to compulsorily dissociate himself from the entire process and

sign a covenant to this effect. • Require the elected director to make a full and proper disclosure of his interests and directorships in

business entities, with the director personally distancing himself from and not participating in the bank’s credit/investment decisions involving entities in which he is interested.

• Not allot any professional work to a person who was an elected director of that bank, for a period of two years after demitting office as such director.

A detailed comparative analysis of the Erstwhile Circular and the Directions issue by RBI and also the corresponding provisions if any in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) is presented below

Sr No. Erstwhile Circular Directions Listing Regulations Remarks

Constitution and Composition of the Nomination and Remuneration Committee

1 Composition • All banks to

constitute a Nomination Committee (NC) with the following composition:

o Minimum 3 directors (all of which shall be independent/ non-executive directors);

o Nominate one among them as the Chairman of the NC.

Composition • All banks to constitute a

Nomination and Remuneration Committee (NRC) with the following composition:

o Minimum 3 non-executive directors out of which not less than one-half shall be Independent Directors (IDs);

o One member from the Risk Management Committee (RMC) of the Board;

o The following nominee directors shall not form part of the NRC: Director appointed

by the Government of India (GOI) and;

Director appointed under section 19(f) of the State Bank of

Composition • The board of directors

shall constitute a NRC with the following composition:

o At least 3 directors;

o All directors shall be non-executive directors;

o At least 50% of directors shall be IDs.

• The Chairperson shall be an ID.

• Chairperson of the listed entity, whether executive or non-executive, may be appointed as a member of the NRC

The NRC shall now also include a member of the RMC. The following nominee directors shall not form a part of the NRC: • Director

appointed by the GOI and;

• Director appointed under section 19(f) of the State Bank of

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Sr No.

Erstwhile Circular Directions Listing Regulations Remarks

India Act, 1995 or a corresponding director appointed under /section 9(3)(c) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980

• The non-executive Chairperson of the bank may be appointed as a member of the Committee but shall not chair such Committee.

and shall not chair such Committee.

India Act, 1995 or a corresponding director appointed under /section 9(3)(c) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980

2 Quorum

• The Quorum requirement is three members, including the Chairman.

• If any nominated member is absent, the Board may nominate any other independent director in his place.

Quorum • The Quorum requirement is three

members, including the Chairman. • If any nominated member is absent,

the Board may nominate any other non-executive director in his place.

Quorum • The Quorum shall be

two members or 1/3rd of the members of NRC, whichever is greater

• At least one ID should be in attendance.

The Quorum requirements has not changed significantly except where in the absence of any nominated member, any other non-executive director may be nominated in his place. The Quorum prescribed under the Listing

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Sr No.

Erstwhile Circular Directions Listing Regulations Remarks

Regulations however prescribes that at least one ID shall be present to constitute a quorum.

Criteria for determining ‘fit and proper’ status of the proposed candidate

1 Eligibility Criteria: The NC may determine fit and proper status based on the following broad criteria (This list is only illustrative and not exhaustive): • Educational

qualification; • Experience and field

of expertise; • Track record and

integrity; The NC to determine if non-adherence to the criteria hampers the existing or proposed candidate from discharging their duties

Eligibility Criteria The NRC shall determine fit and proper status based on the following criteria: • The candidate’s age should be

between 35 to 67 years as on the cut-off date fixed for submission of nominations for election;

• The candidate should at least be a graduate.

• He / she should have special knowledge or practical experience in respect of one or more of the following matters as enumerated under section 19A(a) of the SBI Act or section 9(3A)(A) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980 read with the Circular issued by RBI on November 24, 20166

o agriculture and rural economy,

:

o banking, o co-operation, o economics, o finance, o law, o small-scale industry, o information technology, o payment & settlement

systems, o human resources,

No corresponding criteria in Listing Regulations

The eligibility criteria has been more detailed in the Directions, which in the Erstwhile Circular only prescribed a broad criteria for determination of suitability of a candidate.

6https://rbidocs.rbi.org.in/rdocs/notification/PDFs/NOTI1525A33CFCDA60C4D0A84BA409AF3E3B3AC.PDF

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Sr No.

Erstwhile Circular Directions Listing Regulations Remarks

o risk management, o business management, o any other area the special

knowledge of, and experience in, which in the opinion of the Reserve Bank shall be useful to the State Bank;

2 Disqualification The candidate would be unfit and improper if there is any adverse notice from any of the following: • authority/ regulatory

agency; or • insolvency; or • default of any loan

from any bank or financial institution.

Disqualification In addition to the disqualification prescribed under section 22 of the SBI Act or Clause 10 of Nationalised Banks (Management and Miscellaneous Provisions) Scheme, 1970/80 the following shall also be considered as disqualifications: • The candidate should not be a

member of the Board of any bank or the Reserve Bank or a Financial Institution (FI) or Insurance Company or a Non-Operative Financial Holding Company (NOFHC) holding any other bank.

• A person connected with the following activities shall not be considered for appointment as an elected director:

o Hire purchase, o Financing, o Money lending, o Investment, o Leasing, o Other para banking

activities, Exception: Investors in such entities shall not be disqualified from appointment provided they do not enjoy any managerial control in such entities. • A person shall not be elected/ re-

elected on the Board of the bank if he / she has served, whether continuously or intermittently, under any category for a period of 6 years as a director in the past on

Regulation 24 of the Listing Regulations provides that: “(1) At least one independent director on the board of directors of the listed entity shall be a director on the board of directors of an unlisted material subsidiary, whether incorporated in India or not.”

There is a conflict between the Directions and the requirement of the Listing Regulations. The Directions specify that the candidate should not be a member of the Board of any bank or Reserve Bank or a FI or Insurance Company. Whereas, the Listing Regulations provides that atleast one ID shall be on the Board of unlisted material subsidiary. In case any of the PSBs have an unlisted material subsidiary,

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Sr No.

Erstwhile Circular Directions Listing Regulations Remarks

the Board of any bank (including the bank in which he / she has served as a director in the past) / Financial institution / RBI / Insurance Company.

• The candidate should not be engaging in the business of stock broking.

• The candidate should not be holding the position of a Member of Parliament or State Legislature or Municipal Corporation or Municipality or other local bodies (such as Notified Area Council, City Council, Panchayat, Gram Sabha, ZilaParishad, etc.)

• The candidate should not be acting as a partner of a Chartered Accountant firm which is currently engaged as a Statutory Central Auditor of any nationalised bank or the Bank.

Track record: The candidate should not be under adverse notice of any regulatory or supervisory authority/agency, or law enforcement agency and should not be a defaulter of any lending institution.

the bank will not be able to appoint an ID on the Board of such subsidiary because in case of conflict, the specific law shall prevail.

3 Tenure -

Tenure An elected director shall hold office for 3 years and shall be eligible for re-appointment. But a director shall not hold office for a period exceeding 6 years, whether served continuously or intermittently

The tenure of a director has been restricted to 6 years whether served continuously or intermittently. Therefore, a person will now not be able to serve

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Sr No.

Erstwhile Circular Directions Listing Regulations Remarks

as a director on the Board of the bank if he has served as a director for 6 years.

4 Professional Restriction -

Professional Restriction • The candidate should not have

business connection or conflict of business interest with the bank.

• The candidate should not have any professional relationship with the bank or any NOFHC holding any other bank.

Professional restriction has been specified to restrict the appointment of a person having conflict of interest with the bank or having any professional relationship with the bank or any NOFHC holding any other bank. No such professional restriction was there in the Erstwhile Circular

Documents to be obtained from elected director 1 • A deed of covenant

as per format specified in Annexure 2

• A simple declaration every year as on 31st March to the effect that the information already provided by such person has not undergone any

• A deed of covenant in format specified in Annex 2 to the Directions, before such person assumes office of director.

• Asimple declaration every year as on 31st March to the effect that the information already provided by such person has not undergone any change.

• Where there has been any change in the information submitted earlier by the director, the bank will obtain

No significant change

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Sr No.

Erstwhile Circular Directions Listing Regulations Remarks

change. • Where there has

been any change in the information submitted earlier by the director, the bank will obtain a fresh declaration as per Annex 1 incorporating the changes.

a fresh declaration as per Annex 1 incorporating the changes.

Conclusion The Directions broaden the composition of the NRC to include a member of the RMC and exclude the Nominee Directors. However, a GOI notification dated March 9, 2007 issued for all PSBs continues to remain in force. This GOI notification mandates the PSB to constitute a ‘Remuneration Committee’. The GOI notification is in conflict with the Directions which mandates constitution of a NRC. The prescriptions of the Directions and the GOI notification also conflict with the requirements of memberships of the Committees. In such case, in order to comply with both, the Directions and the GOI notification, the following measures can be taken:

1. Name of ‘Nomination Committee’ to be changed to ‘Nomination and Remuneration Committee (RBI)’ in line with RBI Notification dated August 2, 2019;

2. Name of ‘Remuneration Committee’ to be changed to ‘Remuneration Committee (GOI)’ in line with GOI Notification dated March 9, 2007.

3. The Terms of Reference of each committee shall be in accordance with respective regulatory requirements.

There has also been a significant change in the eligibility criteria to be applied for determining ‘fit and proper’ status of a person. Though there is a conflict at one point between the Directions and the Listing Regulations w.r.t. appointment of director in the material unlisted subsidiary, the conflict of the provisions needs to be reviewed. Overall the Directions provide much more clarity while determining the ‘fit and proper’ criteria of a person for appointment in a Public Sector Bank.

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NBFCs in India: Current scenario and Regulatory Framework by Gail Rachel Barnes, gb.barnesgail@gmail.com

Background

Non-Banking Financial Companies (‘NBFCs’) in India constitute an integral part of the Indian Financial system. An alternative to the formal banking system, NBFCs also referred to as shadow banking systems as they typically cater to the under-served segments of the economy that are not easily funded by the banking system. Since inception in the late 90s, NBFCs have been growing steadily. In 2017-18, Non-Banking Financial Institutions (‘NBFIs’) as a sector grew by 19.8%. Within the sector, NBFCs represented 75% of the total assets while All India Financial Institutions (AIFIs)and Primary Dealers(PDs) accounted for 23% and 2% respectively. The growth of NBFCs may be attributed to their ability and willingness to adopt non-traditional methods of business, technology/technology driven data analytics and customization of product lines, among other things.

Notes: 1. Provisional data as at September 2018 2. Figures in parenthesis indicate the number of institutions. 3. RBI publications

Non-Banking Financial Institutions(NBFIs)

All India Financial Institutions (AIFIs)

(4)

NABARD

SIDBI

NHB

EXIM Bank

Non-Banking Financial Companies (NBFCs)

(10,190)

NBFCs-D(108)

NBFCs-ND(10,082)

Systematically Important NBFCs-ND (NBFCs-ND-SI)

(276)

Other NBFCs-ND (NBFCs-ND)

(9,806)

Primary Dealers (PDs)(21)

Bank PDs (14)

Standalone PDs (7)

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However, in spite of the seemingly upward growth trend, recent IL&FS (Infrastructure Leasing and Financial Services) fiascobrought to light a severe liquidity crisis prevalent in the NBFC space.

Since August 2018, IL&FS started defaulting on its debt obligations. With outstanding borrowings from Banks and Financial Institutions amounting to nearly Rs. 63,000 Crores as on March 31, 2018, the Company is now debt-ridden. The core of the liquidity crisis in IL&FS is mainly the asset-liability mismatch arising out of borrowings for a short term of 3-5 years and lending for longer terms of 10-15 years. Further, inadequacies in the internal Risk Management Framework of the Company also added to the cause.Such bad loans made lenders vary of lending to NBFCs which has further added to the existing liquidity crisis and may lead to further defaults by companies in the sector.

In the wake of the said liquidity crisis, the Regulatory bodies of NBFCs in India; the Reserve Bank of India (‘RBI’), in an attempt to streamline/ regulate the Liquidity and Risk Management Framework of NBFCs in India, released a draft circular on “Liquidity Risk Management Framework for Non-Banking Financial Companies and Core Investment Companies” on May 24, 2019, pointing out the need for a stronger Asset Liability Management (ALM) framework in NBFCs. The draft proposed inter-alia a ‘Liquidity Coverage Ratio’ (LCR) to be introduced in all deposit taking NBFCs and all Non-Deposit taking NBFCs with an asset size of Rs. 5,000 Crore and more, in a phased manner over a period of four years commencing from April 2020 to April 2024 and also the maintenance of an adequate level of unencumbered HQLA (High Quality Liquid Assets) by NBFCs that can be converted into cash to meet liquidity needs. Further, owing to the continuing liquidity crisis, the Government stepped in, and in the Union Budget 2019-20 announced an additional liquidity facility to Banks for purchase of high-rated pooled assets of financially sound NBFCs by way of a one-time six months’ partial credit guarantee to Public Sector Banks for first loss of up to 10%, amounting to a total of Rs. 1,00,000Crore, during the current Financial Year. On August 13, 2019, RBI notified guidelines onLending by banks to NBFCs for On-Lending with a view to boost credit to needy segments of borrowers. The guidelines categorize Agriculture, Micro & Small enterprises and Housing as Priority Sectors and specify limits for on-lending by NBFCs to such sectors. Regulators continue to stay optimistic and are certain that their efforts to avert the crisis being faced by the sector will yield positive results. Regulatory and Compliance framework The RBI, being the primary body governing NBFCs, has from time to time issued and amended the guidelines to create an environment of Compliance which aims to address concerns of all the stake-holders. In addition to the guidelines issued by the RBI, the Ministry of Corporate Affairs, through timely amendments in the Companies Act, 2013 has incorporated the essence of these guidelines. NBFCs are required to comply with the Master Directions and Notifications issued by the RBI, relating to the specific Category of NBFC namely; Deposit Taking NBFCs (NBFC-D), Non-Deposit taking NBFCs (NBFC-ND) and Systematically Important NBFCs (NBFC-ND-SI). Master Directions issued by RBI consolidate instructions on all the rules and regulations framed by the RBI under various acts thus covering all instructions on that subject matter and are updated when there is a change in the applicable rules/ regulations or in the policy.

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The general Master Directions applicable to the said Categories of NBFCs are as follows: Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit

taking Company (Reserve Bank) Directions, 2016 Non-Banking Financial Company – Non-Systemically Important Non-Deposit taking Company (Reserve

Bank) Directions, 2016

Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016

Fit and Proper Criteria for Sponsors - Asset Reconstruction Companies (Reserve Bank) Directions, 2018

Information Technology Framework for the NBFC Sector

Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016

Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2016

Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016 Apart from the abovementioned regulations/ Master Directions, specified sub-categories of NBFCs and residual Non-Banking Institutions are required to comply with the specific regulations applicable to them and notified by the RBI from time to time.

From a compliance perspective, each NBFC is required to file Annual/ half-yearly/ quarterly disclosures/ reports with RBI and/ or other authorities, as applicable to the respective NBFCs.

Licensing to NBFCs It is evident that in the past few years, NBFCs have come to be recognized as a crucial element of the Indian financial system. As such, manifold change in the regulatory environment witnessed with the introduction of various Master Directions and guidelines, as mentioned above, to streamline and assist the smooth functioning of the sector, long before the ongoing liquidity crisis came to light. The aforesaid changes in regulatory environment encompassed cancellation of licenses issued to NBFCs failing to meet regulatory norms. As on July 31, 2019, a total of 5115 Certificates/ Licenses were cancelled (including licenses that were voluntarily surrendered). Around 900 licenses were cancelled by the RBI in the first half of FY 2018-19 alone. Prior to that, around 603 Certificates of Registration were cancelled from April 2015 - March 2018. This was viewed as RBIs attempt to clean up the sector and enforce compliances.

Even though at the outset, the action taken by RBI may have been viewed as a threat to the sector and the stakeholders thereof, such was not the case as a sizable number of cancelled licenses were of entities/ businesses that were not economically viable. Registrations on the other hand witnessed an upward trend. However, it has become increasingly challenging to obtain Certificate of Registration (CoR) as the RBI has been stressing on a strong promoter profile with persons experienced in the financial sector on Board.

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Note: Data is provisional. Source: RBI publication based on Supervisory Returns, RBI.

As on July 31, 2019, there were a total of 9,229 NBFCs-ND, 268 NBFCs-ND-SI and only 84 NBFCs-D. Although applications for grant of CoR to conduct NBFC activities (under Section 45-IA of the RBI Act, 1934) go through a rigorous scrutiny, the application process itself has been simplified to a great extent. The procedure and major considerations for application for grant of CoR arebriefed hereunder: Pre-requisites for Application for grant of CoR The Applicant to be a Company registered under the Companies Act, 2013 or under previous company

law. The main object of the applicant Company should reflect NBFC activities. Applicant Company to have Net Owned Funds (NOF) of not less than Rs. 2 Crores.

Process of Application for grant of CoR

1. Applicants shall file an online application with the RBI through its website - https://cosmos.rbi.org.in

2. Simultaneously, a physical application (in original) in the prescribed format is to be submitted to the Chief General Manager,Department of Non-Banking Regulation, RBI, along with the recommended supporting documents and the Company Application Reference Number (‘CARN’) of the application submitted onlineon the COSMOS website. The Company to retain one copy of the complete application submitted with the RBI for its record.

3. On receipt of the application and after a preliminary check, in case,RBI requires further documentation or clarifications with regard to the Application, RBI shall communicate the same to the Applicant through e-mail sent to the companiese-mail ID as provided in the Application.

4. On furnishing the required documents/ clarifications, RBI, may, after being satisfied that the conditions as per Section 45-IA (4) of the RBI Act, 1934, and other conditions as per the discretion of the RBI are

0100200300400500600700800900

1000

2015-16 2016-17 2017-18 2018-19 (upto September)

Trend in registration and cancellation of NBFCs

Registrations Cancellations

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found to be correct, grant the CoR to the Company subject to such conditions as it may consider fit to impose.

5. If the conditions are not satisfied and RBI is of the opinion that the grant of CoRis not in the interest of the public, the Application may be rejected.

6. In case the applicant is aggrieved by the order rejecting the grant of COR, an appealmay be preferred to the Central Government within 30 days of communication of such order of rejection.

In recent times, while considering the applications for grant of CoR, apart from the conditions mentioned under sub-section 4 of Section 45-IA of the RBI Act, 1934, as mentioned above, RBI also takes into consideration various other factors including but not limited to the Promoter-Director Profile, viability of the Business, scope and geographical area of operation, proposed clientele and market segment, IT Infrastructure deployed, projected financials/ investment and income and the overall business plan, etc. Further, thenature of business and objective of the entities in which the Directors have substantial interest are also taken into consideration. Companies are required to have a strong promoter profile with atleast one Director on the Board having experience in the Financial Services Sector/ having retail lending experience. CoRmay not be granted to companies whose Directors hold substantial Interest in other entities conducting NBFC activities or Unincorporated Bodies (UIBs) in the group where the Director(s) hold substantial interest and where the UIB has accepted public deposits. Post-registration Compliance

On grant of the CoR by RBI, companies are required to complete certain post-registration compliances as follows:

1. Registration of the Reporting Entity as a User on the FINnet portal

2. Appointment of Designated Director and reporting such appointment to the Financial

Intelligence Unit-India (FIU-Ind)

3. Appointment of a Principal Officer and registering the said officer on the FINnet Gateway

4. Registration with the Central KYC Registry (C-KYC) for ongoing reporting of borrowers details

5. Application for membership with all four Credit Rating Agencies [Transunion (CIBIL), Equifax, Experian Credit Information Co. of India Pvt. Ltd. and CRIF Highmark Credit Information Services Private Ltd.]

With the Ministry of Finance placing emphasis on compliance and with its enhanced supervisory framework operative through the Department of Non-Banking Supervision, companies intending to conduct business of NBFC and those who have been granted CoR to conduct NBFC activities are required to focus on compliance and reporting requirements as prescribed by RBI from time to time.

The recent events and ongoing crisis in the NBFC sector has brought significant changes in the market, regulatory environment and the perspective of the lenders and other stake-holders towards the sector. However, even though lenders and regulators have become more cautious, regulators are committed to mitigate the effects of the crisis and working towards stability and growth in the sector.

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The Importance of Privacy and Data Protection by CS Dr. Rajkumar Adukia

INTRODUCTION Privacy has become a public affair. Technological advancement and globalization has made one privy to another’s most personal details. With digitization of every activity, a gamut of detailed information is available in the public domain which could result in dire consequences if subjected to fraudulent mishandling. When the Unique Identification Authority of India (UIDAI) took on the herculean task of issuing the 12-digit individual identification number popularly known as ‘AADHAR’, it would not have fathomed the existence of the monumental risk of data protection as a by-product of the same. Since this centralized database contains biometric information of individuals, it is prone to various pitfalls involving misuse and compromise of data. The leaking of personal details of the outgoing Chairman of Telecom Regulatory Authority of India (TRAI), who had previously worked with UIDAI after he made his Aadhaar number public in an open challenge, caused a flutter in the lives of ordinary citizens as they secretly worried that they too were not entirely safe and secure. A stringent law for digital governance and protection of data and privacy of citizens around the world is the need of the hour. Infamous data breaches like the Cambridge Analytical (CA) scandal has shook many nations by storm. Although various countries have taken steps towards different aspects of privacy and data protection, however, with the trendsetting European Union’s General Data Protection Regulation (GDPR), a law on data protection and privacy for all individuals coming into effect on 25th May 2018, the underlying graveness of the situation has been brought to the fore once again. DATA PROTECTION AND NEED FOR PRIVACY Data is information. The information may be raw, in organized or in unorganized form - whatever form it may be in, the information needs to be protected. With the advent of high-tech instruments and software, data is collected, worked upon and distributed which makes it subject to exchanging hands through various channels. Legal and political issues make it imperative for the data to be securely protected. Privacy concerns exist wherever personally identifiable information or other sensitive information is collected, stored, used, and finally destroyed or deleted – in digital form or otherwise. Improper or non-existent disclosure control can be the root cause for privacy issues. Major sources of information which are compromised and are most prone to breaches are: • Healthcare records • Criminal justice investigations and proceedings • Financial transactions • Biological traits, such as genetic material • Residence and geographic records • Social media profiles and information • Location-based services • Web surfing behavior or user preferences using persistent cookies The challenge for regulators is to frame mechanisms wherein it is possible to utilize data while simultaneously protecting an individual's privacy preferences and their personally identifiable information. Hence, the laws and

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regulations related to Privacy and Data Protection are constantly changing, as lawmakers endeavor strict and diligent compliance with data privacy and security regulations. LEGISLATION AND REGULATORY MECHANISM IN INDIA FOR DATA PROTECTION In the absence of any specific single piece of legislation, currently there are a number of legislations governing different aspects of data protection and security in India. The Information Technology Act, 2000 is the primary law in India dealing with cybercrime and electronic commerce. It also contains provisions for the protection of electronic information. The Information Technology (Amendment) Act, 2008 was passed, which, inter-alia, incorporated two new sections - Section 43A and Section 72A - into the IT Act, 2000, to provide a remedy to persons who have suffered or are likely to suffer a loss on account of their personal data not having been adequately protected. Rules under the Act were also passed in April 2011, important among them being as under: A. The Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or

Information) Rules, which require entities holding users’ sensitive personal information to maintain certain specified security standards (SPD Rules);

B. The Information Technology (Intermediaries Guidelines) Rules, which prohibit content of a specific nature on the internet, and an intermediary, such as a website host, is required to block such content;

C. The Information Technology (Guidelines for Cyber Cafe) Rules, which require cybercafés to register with a registration agency and maintain a log of users’ identities and their internet usage; and

D. The Information Technology (Electronic Service Delivery) Rules, which allow the government to specify that certain services, such as applications, certificates and licenses, be delivered electronically.

The Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011 are the rules relevant to the issue of data protection. MINISTRY OF ELECTRONICS AND INFORMATION TECHNOLOGY (MeitY) http://meity.gov.in/ Ministry of Electronics and Information Technology (MeitY) is the Ministry responsible for all matters related to information technology NATIONAL CRITICAL INFORMATION INFRASCTRUCTURE PROTECTION CENTRE http://nciipc.gov.in/ National Critical Information Infrastructure Protection Centre (NCIIPC) is an organisation of the Government of India created under Sec 70A of the Information Technology Act, 2000 (amended 2008), through a gazette notification on 16th January 2014. Based in New Delhi, it is designated as the National Nodal Agency in respect of Critical Information Infrastructure Protection. CERT-In https://www.cert-in.org.in/ Computer Emergency Response Team - India (CERT-In) has been set up and is operational as the national nodal agency for responding to computer security incidents as and when they occur. It operates a 24x7 Incident Response Help Desk to help users in responding to cyber security incidents.

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PROTECTION OF PERSONAL AND SENSITIVE DATA AND INFORMATION Under section 43A of the Information Technology Act, 2000, a body corporate who is possessing, dealing or handling any sensitive personal data or information, and is negligent in implementing and maintaining reasonable security practices resulting in wrongful loss or wrongful gain to any person, then such body corporate may be held liable to pay damages to the person so affected. The Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011 framed under section 43A of the IT Act 2000, lays down the procedures to be followed by the body corporate which collect, possess, deal in or handle any personal data including sensitive personal data or information. Personal Information and Sensitive Personal Data or Information What constitutes as ‘personal information’ and ‘sensitive personal data or information’ is explained in the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 (hereinafter known as SPD Rules 2011). As per Rule 2(i), ‘Personal information’ means any information that relates to a natural person, which, either directly or indirectly, in combination with other information available or likely to be available with a body corporate, is capable of identifying such person. Rule 3 of the SPD Rules, 2011 further states that sensitive personal data or information will comprise of information relating to various aspects like password; financial information; physical, physiological and mental health condition; sexual orientation; medical records and history; Biometric information etc. Information that is freely available or accessible in public domain or furnished under the Right to Information Act, 2005 or any other law shall not be regarded as sensitive personal data or information. Privacy Policy Under Rule 4 of the SPD Rules 2011, the body corporate or any person who is acting on its behalf is under obligation to provide a policy for privacy and disclosure of information and publish such policy on its website. When the body corporate collects, receives, possess, stores, deals or handle information of provider of information, it shall provide a privacy policy for handling of or dealing in personal information including sensitive personal data or information and ensure that the same are available for view by such providers of information who has provided such information under lawful contract. The Privacy Policy of the body corporate should provide information on the following matters:- (i) Clear and easily accessible statements of its practices and policies; (ii) type of personal or sensitive personal data or information collected by it; (iii) purpose of collection and usage of such information; (iv) rules for disclosure of information including sensitive personal data or information; and (v) reasonable security practices and procedures. Collection of Personal Data or Information The information collected from a person shall be used for the purpose for which it has been collected and the body corporate holding sensitive personal data or information shall not retain that information for longer than is required for the purposes for which the information may lawfully be used or is otherwise required under any other law for the time being in force (Rules 5(4) and 5(5) of SPD Rules 2011).It is also under obligation to keep the information secure.

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The body corporate or any person on its behalf shall before collection of personal information, shall obtain consent in writing through letter or Fax or email from the provider of the sensitive personal data or information regarding purpose of usage. Additionally, while collecting such information it shall ensure that the person concerned is having the knowledge of the following: (a) the fact that the information is being collected; (b) the purpose for which the information is being collected; (c) the intended recipients of the information; and (d) the name and address of (i) the agency that is collecting the information; and (ii) the agency that will retain the

information Under Rule 5(2) of the SPD Rules 2011, the body corporate is not allowed to collect sensitive personal data or information unless it complies with the following: (a) the information is collected for a lawful purpose connected with a function or activity of the body corporate

or any person on its behalf; and (b) the collection of the sensitive personal data or information is considered necessary for that purpose.

Prior to the collection of information including sensitive personal data or information, an option has to be given to the provider of the information that he need not provide the data or information which is sought to be collected and he may (in writing) while availing the services or otherwise, withdraw his consent given earlier. A Grievance Officer shall be appointed by the body corporate (and his name and contact details shall be published on its website), to address any discrepancies and grievances of their provider of the information with respect to processing of information in a time bound manner. The Grievance Officer shall redress the grievances within one month from the date of receipt of grievance. Disclosure of Sensitive Personal Data or Information Disclosure of sensitive personal data or information by body corporate to any third party (except Government Agencies mandated under the law) shall require prior permission from the provider of such information, who has provided such information under lawful contract or otherwise, unless such disclosure has been agreed to in the contract between the body corporate and provider of information, or where the disclosure is necessary for compliance of a legal obligation. (Rule 6 of SPD Rules 2011) The body corporate shall not publish the sensitive personal data or information and the third party receiving the sensitive personal data or information from body corporate, shall not disclose it further. Under Rule 7 of the SPD Rules 2011, it is possible for the body corporate to transfer sensitive personal data or information to any other body corporate or person in India or another country that ensures the same level of data protection that is adhered to by the body corporate itself. The transfer may be allowed only if it is necessary for the performance of the lawful contract between the body corporate or any person on its behalf and provider of information or where such person has consented to data transfer. Under section 72A of the (Indian) Information Technology Act, 2000, disclosure of information, knowingly and intentionally, without the consent of the person concerned and in breach of the lawful contract has been also made punishable with imprisonment for a term extending to three years and fine extending to five lakh rupees or both. However, under sections 69 and 69A of the IT Act, 2000, the Government or any of its officer specially authorized by the Government, if satisfied that it is necessary or expedient so to do in the interest of sovereignty or integrity of India, defence of India, security of the State, friendly relations with foreign States or public order or

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for preventing incitement to the commission of any cognizable offence relating to above or for investigation of any offence, for reasons to be recorded in writing, by order, can direct any agency of the Government to intercept, monitor or decrypt or cause to be intercepted or monitored or decrypted any information generated, transmitted, received or stored in any computer resource and block for access to the public any information generated, transmitted, received, stored or hosted in any computer resource. Under section 69B the Central Government also has power to authorize to monitor and collect traffic data or information through any computer resource for cyber security. Security Practices and Procedures A body corporate shall implement security practices and standards (e.g. like the international Standard IS/ISO/IEC 27001 on "Information Technology – Security Techniques - Information Security Management System - Requirements") which have a comprehensive documented information security programme and information security policy that contain managerial, technical, operational and physical security control measures that are commensurate with the information assets being protected with the nature of business. Any industry association or an entity formed by such an association, whose members are self-regulating and follow their own codes of practice for data protection rather than the IS/ISO/IEC codes of best practices for data protection, shall get its codes of best practices duly approved and notified by the Central Government for effective implementation. Whatever code out of the above two is followed, such standard or codes of best practices should be certified or audited on a regular basis by entities through independent auditor, duly approved by the Central Government. The audit of reasonable security practices and procedures shall be carried cut by an auditor at least once a year or as and when the body corporate or a person on its behalf undertakes significant upgradation of its process and computer resource. (Rule 8(4) of SPD Rules 2011) OTHER LEGISLATIONS IN INDIA THAT IMPACT DATA PROTECTION Currently, there are a variety of laws in India which contain provisions dealing with the processing of data, which includes personal data as well as sensitive personal data. These laws include but are not limited to the following: 1. The Banking Regulation Act, 1949 2. The Credit Information Companies (Regulation) Act, 2005 3. The Insolvency and Bankruptcy Code, 2016 4. The Payment and Settlement Systems Act, 2007 5. The Reserve Bank of India Act, 1934 as well as the circulars/directions/notifications issued by the Reserve

Bank of India from time to time 6. The Security and Exchange Board of India Act, 1992 as well as the regulations made hereunder 7. The Insurance Act, 1938 as well as regulations issued thereunder by the Insurance Regulatory and

Development Authority of India (IRDAI) 8. The Telecom Regulatory Authority of India Act, 1997 9. The Consumer Protection Act, 1986 10. The Right to Information Act, 2005 11. The Persons with Disabilities (Equal Opportunities, Protection of Rights and Full Participation) Act, 1995 12. The Indian Medical Council (Professional Conduct, Etiquette and Ethics) Regulations, 2002 13. The Pre-Conception and Pre-Natal Diagnostic Techniques (Prohibition of Sex Selection) Act, 1994 14. The Mental Health Act, 1987

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Prohibition of Insider Trading - In Practice by Rushali Mohase, rushalimohase@gmail.com

As a professional, whether in employment or in practice, Company Secretaries (“CS”) is the first person expected to be aware of any amendment that is made to the laws/ regulations or new law is introduced. The following five steps required to effectively understand and implement laws/ regulations:-

1. Read the regulations completely and not just the amendments;

2. Interpret from three different perspectives – Regulator, the Company and Professionals. Understand rationale of such amendments i.e. why the particular regulation/sub regulation/ clause/ proviso was modified/ inserted/ removed.

3. Understand how the same impacts the Company practically.

4. Build an action plan (checklists, diagrams, flowcharts, tables, etc.);

5. Implement the plan.

SEBI has been constantly working on improving the framework of regulating and monitoring trading in securities of companies by insiders. The SEBI (Prohibition of Insider Trading) Regulations, 2015 (“regulations”) as amended vide the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019 dated January 21, 2019 followed by the SEBI (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 dated July 25, 2019 and the SEBI (Prohibition of Insider Trading) (Third Amendment) Regulations, 2019 dated September 17, 2019 (w.e.f. December 26, 2019).

This article intends to deliberate upon the material parts and analyse the same.

Let us understand the most important yet widely misinterpreted terms in these regulations - Insider (“I”), Connected Person (“CP”) and Designated Person (“DP”), definitions of which may be read from Regulation 2(1)(g), 2(1)(d) and 9(4) (only inclusive) of the regulations. To be able to comply, in letter and spirit, it is crucial to understand which regulation applies to whom. Now let us go through the below concentric circle to understand the said definitions:

Where,

I Insider

CP Connected Person

DCP Deemed Connected Person

DP Designated Person

IO Inner Outsider (Fiduciaries)

OO Outer Outsider (No professional relation)

TW Trading Window

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These regulations, from time to time, introduced many provisions which are thought provoking to ensure and achieve intended objective of PIT Regulations as under:-

Regulation 3: Insiders, whether employed or not, should be identified so as to ensure that proper systems can be set up to track trading of all of them. The company should prepare a list of persons with whom UPSI was shared, along with the reason for sharing the same, for the last financial year. This would help them in identifying the purposes to be chosen as legitimate ones for drafting a policy thereon as well as to ensure proper handling of UPSI in current and forthcoming years. Such list, containing names and PAN, should be maintained digitally and steps should be taken to maintain integrity of such data. Software are available to effectively handle such matter.

A non-disclosure notice should be given to such insiders along with UPSI, when given for legitimate purposes. A confidentiality agreement should be entered with such insiders before sharing such UPSI. Alternatively, a blanket agreement may be entered with identified insiders at the beginning of the year which shall hold validity for one financial year.

Regulation 7: This is the most critical part of these regulations as the compliance officer has to ensure that the concerned persons are covered while receiving disclosures from them. Initial disclosures of promoters, directors and KMPs should be taken at the time of becoming so or appointment, as the case may be.

However, in order to be able to track the trading by designated persons not covered under 7(1), it is recommended to take a disclosure from them as well, at the time of joining or these regulations coming into effect, whichever is later.

The HR department should also be made aware of these regulations and a request should be made by the Secretarial Department to also conduct induction program on PIT during joining of identified concerned persons. The secretarial team should co-ordinate with the HR to ensure that any agreement at the time of joining should not restrain any person from submitting to SEBI information relating to violation of SEBI regulations.

Emails should also be sent periodically to make employees aware of these regulations and all the pre and post trading compliances required to be done in case of any future plan of trading.

Regulation 9: A comprehensive code of conduct is to be approved by the Board of Directors to regulate, monitor and report trading by DP and their IR.

To regulate, it is important to make the DPs aware of their responsibilities (maximum transaction amount permissible, TW closure, disclosures, no contra trade in less than 6 months, etc.) while trading in the company’s securities, which can be done by methods mentioned above.

To monitor, a request should be made to the RTA, along with the list of names and PANs of DPs and their IR, to provide a weekly report of trading done by such DPs and their IRs as well as an event-based report when the trading amount crosses the specified threshold. This will help the Compliance Officer in reconciling the actual trading with the trading disclosures made by such DPs.

Reporting of the trading will be done as per Regulation 7, but it is to be ensured that the formats for disclosures are elaborative enough to cover the all the data required by Stock Exchanges while filing such disclosures.

The code should clearly mention the consequences of non-compliance, actions that may be taken by the company as well as SEBI, to make the employees aware of the seriousness of following the code.

Schedule B: Audit Committee should be sensitized about these regulations as reports on matters regarding trading in securities (disclosures, non-compliances, etc.) is to be tabled not less than once a year.

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Information should be made available on a need-to-know basis. Access to servers carrying UPSI should be completely secured and limited only to concerned employees. New employees should be informed about the secured systems and access eligibility criteria in the company. It is suggested to make the designated persons go through the internal code of conduct governing trading by employees mandatorily on joining the company. The internal code of conduct should provide for suitable protection against any discharge, termination, demotion, suspension, threats, harassment, directly or indirectly, or discrimination against any employee who files a voluntary information disclosure form irrespective of whether the information is considered or rejected by SEBI or he or she is eligible for a reward under SEBI regulations. The code of conduct should also not restrain any person to submit to SEBI, information relating to violation of securities law that has occurred, is occurring or has a reasonable belief that it would occur.

TW should be closed from the end of the quarter till 48 hours after declaration of financial results and as and when the compliance officer is of the opinion that DP may have possession of UPSI. Such closure should be ensured by mailing all the designated persons intimating them about the closure and that neither they nor their IR are allowed to trade during such tenure.

UPSI available

TW Trade by DP

Trade by IR

Pre & Post Clearance by DP

Pre & Post Clearance by IR

Yes Closed No No NA NA

No Open Yes Yes Yes Yes, only post

Names and PAN of all IR of DP and persons with whom such DP shared a material financial relationship should, at all time, be updated (at least annually or as and when information changes).

A process note, providing the steps through which UPSI is shared may be made in the following suggested flowchart:

To conclude with, table below contains the list of regulations along with the persons on whom it is applicable, for easier understanding:

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Regulations Applicable on i.e.

3 (Not disclose UPSI) I DP, IR, IO, D

4 (Not trade based on UPSI) I CP, OO

5 (Trading Plan) I DP, CP, OO

7(1)(b) (Initial Disclosure) KMP, Directors, Promoter Other DPs not reqd. to disclose

7(2)(a) (Continual Disclosure) DP

7(3) (Disclosure by other CPs) CP-DP All connected persons except the ones already mentioned in 7(2)(a)

9(1) (Code of Conduct) DP+IR

9A (Institutional Mechanism) I All UPSI Holder, IO, OO

Schedule B (TW Closure Pre-clearance Contra Trade Name, PAN, Contact number and Educational Institution Disclosure)

DP+IR

DP DP

IR, Material Financial Relation

Links for Job vacancies

https://www.icsi.edu/job-opportunities-from-public-advertisements/

https://www.icsi.edu/placementformembers/

https://www.icsi.edu/jobs2yrsaboveexpmem/

https://www.icsi.edu/jobsfrompublicadvt/

https://www.icsi.edu/ahmedabad/cs-training-placement/

https://www.icsi.edu/thane/placement/

https://icsi.edu/vadodara/member/vacancy-for-members/

https://icsi.edu/vadodara/students/vacancy-for-trainees/

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WIRC CHAPTER EVENTS AHEMDABAD CHAPTER

ODOP – Executive Programme Date 07th September, 2019 Venue Ahmedabad Chapter Premises

Topics 2nd ODOP – Executive Programme Chief Guest / Speakers CS Aarti Jain, CS Krishna Bhati, CS Madhulika Mishra

Delegates present 73 Participants

Study Circle Meeting Date 07th September, 2019 Venue Ahmedabad Chapter Premises

Topics Sabka Vikas (Legacy Dispute Resolution) Scheme Chief Guest / Speakers CA CS Tapas Ruparelia

Delegates present 110 Participants

Teachers Conference Date 11th September, 2019 Venue AMA, Vastrapur

Topics Teachers Conference Chief Guest / Speakers Dr. Yogesh Pahuja, HR & OD Expert

Delegates present Teachers present 50+

Management Skills Orientation programme Date 20th September, 2019 to 04th October,2019 Venue Ahmedabad Chapter Premises

Topics 39th Management Skills Orientation programme Chief Guest / Speakers CS Jaladhi Shukla, CS M. C. Gupta, CS Umesh Ved, mr. Snehal Desai etc.

Delegates present 51 Participants

Study Circle Meet Date 21st September, 2019 Venue Ahmedabad Chapter Premises

Topics Review on Secretarial Audit Chief Guest / Speakers Faculty: CS Shubham Agarwal

Delegates present 100+ Participants

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Half Day Seminar Date 22nd September, 2019 Venue AMA, Vastrapur

Topics Half day Seminar Chief Guest / Speakers Chief Guest : Mr. Bhanubhai Chauhan – Sah Karyakar, Ahmedabad, RSS

Speaker : CS Devesh Goyal Delegates present 440+ Participants

WALKATHON FOR CELEBRATING THE 51ST FOUNDATION DAY OF ICSI Date 04th October, 2019 Venue Sabarmati River Front

Topics WALKATHON Delegates present 67 Participants

Half Day Seminar Date 04th October, 2019 Venue Kalpavruksh Learning Center - Gandhinagar

Topics Latest Amendments in Companies Act 2013 Chief Guest / Speakers CS Krunal Shah

Delegates present 50 Participants

Management Skills Orientation programme Date 10th October, 2019 to 24th October, 2019 Venue Ahmedabad Chapter Premises

Topics 40th Management Skills Orientation programme Chief Guest / Speakers CS Jaladhi Shukla, CS M. C. Gupta, CS Umesh Ved, Mr. Snehal Desai etc.

Delegates present 44 Participants

ROC Workshop Date 15th October, 2019 Venue AMA - Ahmedabad

Topics Awareness about the Progressive Reforms Undertaken by MCA for ease of doing Business

Chief Guest / Speakers Shri M. K. Sahu, Registrar of Companies – Gujarat & OL Shri M. V. Chakranarayan – Regional Director NWR – Ahmedabad & MCA Officials

Delegates present 210 Participants

Study Circle Meet Date 21st October, 2019 Venue Ahmedabad Chapter Premises

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Topics ABC of IBC Chief Guest / Speakers Advocate Nipun Singhvi

Delegates present 74 Participants

ONE DAY ORIENTATION PROGRAMME - FOUNDATION Date 06th November, 2019 Venue Ahmedabad Chapter Premises

Topics 2nd One Day Orientation Programme – Foundation Students Chief Guest / Speakers CS Alay Vasavda & CS Yash Mehta

Delegates present 45 Participants

2 DAYS INDUSTION PROGRAMME Date 14th & 15th November, 2019 Venue Ahmedabad Chapter Premises

Topics Profession, Professional & Professionalism, Introduction & Overview of Companies Act, 2013, Drafting of Notices, Agenda, Minutes, Resolutions etc.

Chief Guest / Speakers CS Hema Chhatani, CA Aneri Sheth, Mr. Vivek Nihlani etc.

Delegates present 62 Participants

19TH ALL INDIA COMPANY LAW QUIZ (FINAL ROUND) Date 23rd November, 2019 Venue Fairfield by Marriott, Usmanpura, Ahmedabad

Topics 19th All India Company law Quiz (Final Round) Chief Guest / Speakers Quiz Master – CS Manoj Hurkat & CS Tejpal Sheth

Chief Guest – Shri Yamal Vyas Delegates present 48 Participants

AMENDMENT LECTURE OF TAX LAWS Date 09th December, 2019 Venue Ahmedabad Chapter Premises

Topics Amendment Lecture of Tax Laws Chief Guest / Speakers CA Nirali Desai & Mr. Mayank Rami

Delegates present 22 Participants

AMENDMENT LECTURE OF COMPANY LAW Date 11th December, 2019 Venue Ahmedabad Chapter Premises

Topics Amendment Lecture of Company Law Chief Guest / Speakers CS Vinit Nagar

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Delegates present 24 Participants

HALF DAY SEMINAR Date 16th December, 2019 Venue AMA, Ahmedabad

Topics A to Z of IBC Chief Guest / Speakers Shri Arjun Sheth & CA Nipun Singhvi

Delegates present 320+ Participants

ONE DAY ORIENTATION PROGRAMME - EXECUTIVE Date 18th December, 2019 Venue Ahmedabad Chapter Premises

Topics 3rd One Day Orientation Programme Chief Guest / Speakers CS Arti Jain, CS Krishna Bhatti & Cs Madhulika Mishra

Delegates present 26 Participants

STUDY CIRCLE MEETING - GANDHINAGAR Date 19th December, 2019 Venue Kalp Vriksha Learning Centre, Gandhinagar

Topics Related party Transaction under Companies Act 2013 & Practical Aspects Chief Guest / Speakers CS Devang Katudiya

Delegates present 70 Participants

EDUCATION EXPO Date 21st & 22nd December, 2019 Venue Sabarmati River Front, Ahmedabad

Topics 3rd Ahmedabad Mega Edufest Delegates present 150+ Visitors

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Z

AURANGABAD CHAPTER

Teachers Conference Date 11th September 2019 Venue Indiana Veg Restaurant & Cake Boutique, Conference Hall, Plot No.2, Jalna

Road, Next to New High Court, N 3, Cidco, Aurangabad, (Maharashtra) Topics “Empowering Educators” Chief Guest / Speakers Dr. Mohd. Razaullah Khan, Head of Department of Commerce, Maulana

Azad College of Arts, Science & Commerce, Aurangabad (Maharashtra) Delegates present Teachers present 96

Career Awareness Programme on Career as CS Date 19th September 2019 Venue Vivekananda Arts, Sardar Dalip Singh Commerce and Science College,

Samarth Nagar, Aurangabad (MH) Topics Career as CS Chief Guest / Speakers CS Prasad Satish Takalkar (Chairman), CS Sagar Deo (Vice Chairman) and

CS Samruddhi Lunawat (Secretary) Delegates present 109 Participants

Inauguration & Commencement of Oral Coaching Classes Date 24th September,2019 Venue Aurangabad Chapter of WIRC of ICSI

Topics Inauguration & Demo Lectures for CS Foundation / CS Executive / CS Professional Programme

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Chief Guest / Speakers CS Prasad Satish Takalkar (Chairman), CS Sagar Deo (Vice Chairman) and CS Samruddhi Lunawat (Secretary)

Delegates present 109 Participants

BHOPAL CHAPTER

Two Days Annual Conference Date 14th & 15th September, 2019 Venue Kwality Motel Shiraz

Topics Companies Amendment Act – 2019 and Latest Changes and Trends, Succession Planning, Gearing up for NCLT Practice & think differently IBC as an opportunity ( By protecting Clients from IBC threats ), Arbitration Clause in International Agreement in India, GST, Stress Management

Chief Guest / Speakers CS Makarand Joshi, CS Samudra Acharyya, CS (Dr.) D.K.Jain, CS Shivani Shrivastava, CA Navneet Garg, Mr. Anil Chawla

Delegates present 150 Participants Half Day Program Date 19th September, 2019 Venue ICSI Bhopal Chapter Office

Topics Shrimad Bhagwat Gita and Management Chief Guest / Speakers CS Arun Sabharwal

Delegates present 35 Participants Teachers Conference Date 25th September, 2019 Venue CEDMAP Auditorium, Arera hills, Bhopal

Topics As mentioned in Guideline Chief Guest / Speakers CS P.K.Rai and Dr. Pooja Mehta

Delegates present 55 Participants Fit India Fit ICSI - Walkathon Date 04th October, 2019 Venue From Chetak Complex (New Premises) to Vallabh Bhawan and back

Topics Ms. Ankita Srivastava (India’s First Athlete to win Double gold medal at

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World Transplant Games- 2019) Chief Guest / Speakers Mr. Pravin Sakpal (M.P.’S FIRST Iron Man and barefoot runner)

Delegates present 87 Participants

Video Lecture on GST Date 21ST October, 2019 Venue Bhopal Chapter Premises

Topics Career as Company Secretary and GST – Concept of Supply and Input Tax Credit

Chief Guest / Speakers CS Amreen Thakur on Career as Company Secretary and CS (Dr.) Moneka Goel on GST – Concept of Supply and Input Tax Credit

Delegates present 60 Participants

Career Awareness Program Date 22nd October, 2019 Venue Bhopal School of Social Sciences

Topics Career as Company Secretary Chief Guest / Speakers CS Yogesh Khakre

Delegates present 160 Participants

One Day Orientation Program –Foundation Program Students Date 16th November, 2019 Venue Bhopal Chapter Office

Topics As mentioned in the Guidelines Chief Guest / Speakers CS Vivek Nayak, CS Avadhesh Parashar and CS Manali Sharma

Delegates present 31 Participants

Study Circle Meeting Date 23rd November, 2019 Venue Bhopal Chapter Office

Topics Open Discussion on Annual Filing Chief Guest / Speakers Open House discussion

Delegates present 29 Participants

Video Lecture on Tax Laws Date 26th November, 2019 Venue Bhopal Chapter Premises

Topics Career as Company Secretary and Tax Laws – Direct Income- Computation of Income under five heads of Income

Chief Guest / Speakers CS Avadhesh Parashar on Career as Company Secretary and Mr. Sachin Gupta on Tax Laws – Direct Income- Computation of Income under five heads of Income

Delegates present 39 Participants

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One Day Orientation Program –Executive Program Students Date 30th November, 2019 Venue Bhopal Chapter Office

Topics As mentioned in the Guidelines Chief Guest / Speakers CS Vivek Nayak, CS Amreen Thakur, CS Avadhesh Parashar and CS Amit

K. Jain Delegates present 34 Participants

Study Circle Meeting Date 07th December, 2019 Venue Bhopal Chapter Office

Topics MGT – 7 & Amendments 2019 Chief Guest / Speakers CS R.S.Shrivastava Delegates present 30 Participants

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GOA CHAPTER

Recent Developments in Companies Act, 2013 & UDIN & eCSIN Date 14th September 2019 Venue Caculo Mall Panaji -Goa

Topics Recent Developments in Companies Act, 2013 & UDIN & eCSIN Chief Guest / Speakers CS Devendra Deshpande

Delegates present 30 Participants

Progressive Reforms Undertaken by MCA for ease of Doing Business Date 10/10/2019 Venue Goa Chapter of ICSI

Topics Progressive Reforms Undertaken by MCA for ease of Doing Business Chief Guest / Speakers Shri K. S. Reddy

Delegates present 25 Participants

Amendments in Corporate Legal Environment Date 13th & 14th December, 2019 Venue Nanu Beach Resort, Betalbatim, Goa.

Topics Theme : “Amendments in Corporate Legal Environment” I. Compliance for Unlisted & Private Limited Company II. Due Diligence Report for Banks III. Demystifying outbound Investments, FEMA IV. Company Secretary as Arbitrator and Conciliator

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Chief Guest / Speakers Chief Guest: Dr. Saba Da Silva. I. CS Anshul Jain II. CS Pawan Chandak III. CS Kuldeep Ruchandani IV. Adv. Arjun Natarajan

Delegates present 70 Participants

INDORE CHAPTER

Full Day Seminar Date 8th September 2019 Venue Hotel Lemon Tree, RNT Marg, Indore

Topics Critical analysis of Recent change in Corporate Legislations & NCLT Chief Guest / Speakers CS MAHESH CHANDRA GUPTA, DR. SHUBH KARAN JAIN

Delegates present 160 Participants

Teachers Week Celebration Date 13th September 2019 Venue Vaishnav College of Commerce, Ranjith hanuman, Indore

Topics Teacher’s Week Celebration Chief Guest / Speakers CS Dr. Manoj Joshi, CA Pankaj Kothari

Delegates present 80 Participants

Talk on Management by Consciences Date 28th September 2019 Venue Hotel Best Western Plus O2, Indore

Topics Talk on Management by Consciences Chief Guest / Speakers CS O P Dani-Past President ICSI

Delegates present 40 Participants

Full Day Seminar Date 04th October, 2019 Venue Brilliant Convention Centre, Indore

Topics Recent Changes in Corporate Laws

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Chief Guest / Speakers CS Divesh Goyal, CS Amita Desai, CS Rahul Thakwani

Delegates present 140 Participants

Full Day Seminar Date 04th October, 2019 Venue Brilliant Convention Centre, Indore

Topics Recent Changes in Corporate Laws Chief Guest / Speakers CS Divesh Goyal, CS Amita Desai, CS Rahul Thakwani

Delegates present 140 Participants

KOLHAPUR CHAPTER

One day Orientation Programe Date 20th September 2019 & 23rd September 2019 Venue Kolhapur Chapter of WIRC of ICSI, Matoshree Plaza, 4th Floor 403 &

404th , Venus Corner, Shahupuri , Kolhapur Delegates present 60 Participants

Members/ Student Programe Date 05th October 2019 Venue Hotel Atria, Station Road, New Shahupuri , Kolhapur

Topics Board,s Report Annual Return MGT 7 & Recent Amendments in the Companies ACT, Audit Report before Amendment

Chief Guest / Speakers CS K Venkatramen CS Gaurav Pingale

Delegates present 80 Participants

Kolhapur Chapter of WIRC of ICSI Jointly with Goa Chapter of WIRC OF ICSI Date 13th December 2019 & 14th December 2019

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Venue Nanu Beach Resort Goa

Topics Theme of “Amendments in Corporate Legal Environment Chief Guest / Speakers CS Pawan Chandak, CS Kuldeep Ruchandani, CS Anshul Jain, Adv Arjun

Natarajan Delegates present 75 Participants

NAGPUR CHAPTER

Study Circle Meet Date 21st September 2019 Venue Nagpur Chapter of ICSI, Dhantoli, Nagpur – 440012.

Topics 1. Unique Document Identification Number (UDIN) Guidelines 2. Charges under Companies Act 2013 – ( Including Latest Amendments)

Chief Guest / Speakers CS Smita Agarkar, Nagpur

Delegates present 37 Participants

Study Circle Meet Date 04th October 2019 Venue Room No .3, Dhanwate National College, Congress Nagar,, Nagpur –

440012. Topics Annual Fillings under Companies Act 2013 Chief Guest / Speakers CS Vilas Nichat, PCS, Nagpur

Delegates present 54 Participants

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NASHIK CHAPTER

( CS SARTHI ) NSDL & NCLT Date 13th September 2019 Venue HOTEL GRAND RIO

Topics ( CS SARTHI ) NSDL & NCLT Chief Guest / Speakers CS Dr. S.K.Jain, CS Gaurav pingale & Mr. Sagar S. Gudhate

Delegates present 99 Participants

NAVI MUMBAI CHAPTER

One Day Orientation Program for Executive Program students Date 05th September 2019 Venue Navi Mumbai Chapter office

Topics One Day Orientation Program for Executive Program Students. Chief Guest / Speakers CS K Venkataram & CS Kavit Shah

Delegates present 21 Participants

Walkathon event Date 04th October 2019 Venue Navi Mumbai Chapter office

Topics Walkathon – “Fit India – Fit ICSI” Chief Guest / Speakers CS Bharat R Upadhyay

Delegates present 60 Participants

HALF DAY SEMINAR ON “INTELLECTUAL PROPERTY RIGHTS” Date 19th October 2019 Venue Intellectual Property Rights

Topics Adv. Manali Chitnis Chief Guest / Speakers Seminar Hall No. 103, Icsi-Ccgrt Building, Plot No. 101, Sec-15, Cbd

Bbelapur – Navi Mumbai – 400614 (MH) Delegates present 38 Participants

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HALF DAY SEMINAR ON “INTELLECTUAL PROPERTY RIGHTS” Date 19th October 2019 Venue Intellectual Property Rights

Topics Adv. Manali Chitnis Chief Guest / Speakers Seminar Hall No. 103, Icsi-Ccgrt Building, Plot No. 101, Sec-15, Cbd

Bbelapur – Navi Mumbai – 400614 (MH) Delegates present 38 Participants

PUNE CHAPTER

Study Circle Meeting Date 14th September 2019 Venue Wani Institute of Management, Muktangan School, Pune

Topics FORM MGT – 7 & MGT-8 Chief Guest / Speakers CS Sandeep Kulkarni

Delegates present 103 Participants

Study Circle Meeting Date 20th September 2019 Venue Bhandarkar Institute, Pune

Topics Scheme under Indirect Taxation, Special Program. Chief Guest / Speakers Ms Himani Dhamija, Deputy Commissioner, Pune

Delegates present 29 Participants

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Study Circle Meeting Date 21st September 2019 Venue Bhandarkar Institute, Pune

Topics Companies Amendment Act, 2019 Chief Guest / Speakers CS Anoop Deshpande

Delegates present 84 Participants

Study Circle Meeting Date 28th September 2019 Venue IMA Institute, Pune

Topics UDIN and ECSIN Chief Guest / Speakers CS Praveen Soni

Delegates present 89 Participants

Full Day Program Date 05th October 2019 Venue Bhandarkar Institute

Topics Interpretation Skill and Professional Misconduct & Case Studies Chief Guest / Speakers CS Vinayak Khanvalkar, CS Sachin Bhagwat, CS C S Kelkar

Delegates present 84 Participants

Walkathon Date 04th October 2019 Venue Pune Chapter of ICSI

Topics Fit India- FIT ICSI Delegates present 33 Participants

Full Day Program Date 05th October 2019 Venue Bhandarkar Institute

Topics Interpretation Skill and Professional Misconduct & Case Studies Chief Guest / Speakers CS Vinayak Khanvalkar, CS Sachin Bhagwat, CS C S Kelkar

Delegates present 84 Participants

30th Batch of EDP ( Old ) Date 11th November 2019 to 20th November 2019 Venue Pune Chapter of ICSI

Topics Executive Development Programme Delegates present 18 Participants

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37th Batch MSOP Date 19th November 2019 to 05th December 2019 Venue Pune Chapter of ICSI

Topics MSOP Delegates present 33 Participants

RAIPUR CHAPTER

Foundation Day Cum Full Day Seminar Date 11th September 2019 Venue Raipur Chapter Office

Topics Teacher Conference Chief Guest / Speakers CS Y.C.Rao

Delegates present 50 Participants

PRESS CONFERENCE Date 17 TO 21ST SEPTEMBER 2019 Venue RAIPUR CHAPTER OFFICE

Topics 4TH batch of 5 days Entrepreneurships Development Program and 2nd batch one day orientation program for Foundation & Executive students.

Delegates present 145 Participants

FIT INIDA FIT ICSI WALKATHON Date 4th October 2019 Venue Chaitqanya Dham Park

Topics Fitness, Nutrition & Balance Diet. Chief Guest / Speakers Dr.Abhaya Jogleker

Delegates present 70 Participants

FIT INIDA FIT ICSI WALKATHON Date 4th October 2019 Venue Chaitqanya Dham Park

Topics Fitness, Nutrition & Balance Diet.

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Chief Guest / Speakers Dr.Abhaya Jogleker

Delegates present 70 Participants

CAREER FAIR Date 9th and 10th October 2019 Venue NH Goel World Shool Raipur

Topics Career As A Company Secretaries Of India Chief Guest / Speakers CS Kanchan Kukreja & CS Namrata Rathi

Delegates present 400 Participants

TOPICS ON GST FOR CLASS ROOM TEACHING Date 21st October 2019 Venue Raipur Chapter Office

Topics Topics On Class Room Teaching For Class Room Teaching Students And Students Of Others School And College

Chief Guest / Speakers CA Vaibhav Agrawal

Delegates present 35 Participants

CAREER AWARENSS PROGRAM Date 14th November 2019 Venue Government Girls Higher Secondary School,Wrs Colony,Raipur(C.G)

Topics Career As A Company Secretary Chief Guest / Speakers Prafulla Kumar Dash(Office In-Charge)

Delegates present 95 Participants

CAREER AWARENSS PROGRAM Date 15th November 2019 Venue Adarsh Arts ,Science And Commerce College, Pandri, Raipur

Topics Career As A Company Secretaries Of India Chief Guest / Speakers CS Namrata Rathi & Prafulla Kumar Dash

Delegates present 55 Participants

CAREER AWARENSS PROGRAM Date 18th November 2019 Venue Sindhi Arts,Commerce And Science College,Raipur(C.G)

Topics Career As A Company Secretary Chief Guest / Speakers CS Namrata Rathi & Prafulla Kumar Dash

Delegates present 65 Participants

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CAREER AWARENSS PROGRAM Date 25th November 2019 Venue Padmavati Higher Secondary School,Raipur(C.G)

Topics Career As A Company Secretary Chief Guest / Speakers Prafulla Kumar Dash

Delegates present 55 Participants

CAREER AWARENSS PROGRAM Date 2nd December 2019 Venue Government Saheed Smarak Higher Secondary School Topics Career As A Company Secretary Chief Guest / Speakers Prafulla Kumar Dash

Delegates present 95 Participants

CAREER AWARENSS PROGRAM Date 5th December 2019 Venue Nagar Nigam Higher Secondary School,Tikrapada,Raipur

Topics Career As A Company Secretary Chief Guest / Speakers Prafulla Kumar Dash

Delegates present 55 Participants

ONE DAY ORIENTATION PROGRAM FOR EXECUTIVE Date 27th December 2019 Venue Padmavati Higher Secondary School,Raipur(C.G)

Topics One Day Orientation Program Chief Guest / Speakers CS Ashish Jain ,CS Namrata Rathi, CA Vaibhav Agrawal, Pratik Jain

Delegates present 52 Participants

STUDY CIRCLE MEETING Date 25th December 2019 Venue Raipur Chapter Office

Topics Effective Handling Of MCS Notices Chief Guest / Speakers CS Mohan Ram Goenka

Delegates present 25 Participants

ONE DAY ORIENTATION PROGRAM FOR EXECUTIVE Date 26th December 2019 Venue Raipur Chapter Office

Topics One Day Orientation Program

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Chief Guest / Speakers CS Ashish Jain ,CS Namrata Rathi, CA Vaibhav Agrawal, Pratik Jain

Delegates present 32 Participants

RAJKOT CHAPTER

Teachers Conference Date 7th September 2019 Venue Rajkot Chapter

Topics Empowering Educators Chief Guest / Speakers Shri Nitin Kumar Pethani, Vice Chancellor, Saurashtra University

CS Nalin Ganatra, Mr. Nitesh Kotecha and CS Sejal Palan Delegates present 50 Participants

Orientation Programmme for Foundation Date 14th September 2019 Venue Rajkot Chapter Office

Topics As per Institute Guideline Chief Guest / Speakers CS Sejal Palan, CS Kalpesh Rachchh, CS Vaibhav Kakkad, CS Jalpa Doshi,

CS Nikhil Gajjar, Aritra Karmakar Delegates present 28 Participants

Orientation Programmme for Foundation Date 24th September 2019 Venue Rajkot Chapter Office

Topics As per Institute Guideline Chief Guest / Speakers CS Sejal Palan, CS Kalpesh Rachchh, CS Vaibhav Kakkad, CS Jalpa Doshi,

CS Nikhil Gajjar, CS Shubham Kariya, Aritra Karmakar Delegates present 28 Participants

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51st Foundation Day through Fit India – Fit ICSI Walkathon Date 4th October 2019 Venue Rajkot Chapter

Topics Fit India – Fit ICSI Walkathon Chief Guest / Speakers Mr. Jaydev Shah, President, Saurashtra Cricket Association

Delegates present 50 Participants

18th All India Debate Competition 2019 Date 21st October 2019 Venue Rajkot Chapter

Topics For Foundation Programme Students: Company Secretary - The Bridge between Law and Business For Executive Programme Students: CSR has to be voluntary or mandatory? For Professional Programme Students: Corporate Governance - Does it require strict enforcement or voluntary compliance

Chief Guest / Speakers CS Devang Vyas Prof. Ruchir Pandya

Delegates present 3 Participants

Full Day Seminar jointly with WIRC of ICSI Date 14th December 2019 Venue Heritage Khirasara Palace , Rajkot

Topics “All About Private Companies” Chief Guest / Speakers Shri P. B. Pandya, Addi. Collector (Rajkot)

CS (Dr.) S. K. Jain (Mumbai) CS Gaurav Pingle (Pune)

Delegates present 84 Participants

Career Awareness Programme held on 11th September 2019 at P D Malaviya College,

Rajkot and M. P. Shah College, Surendranangar

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SURAT CHAPTER

CCGRT Aapke Dwar (3 Days Residential Program) Date 13th to 15th September 2019 Venue Harshraj Club & Resort, Surat

Topics NCLT Chief Guest / Speakers Various

Delegates present 49 Participants

5 Days Entrepreneurship Program Date 20th to 24th September 2019 Venue Hotel Lords Plaza

Topics Various Chief Guest / Speakers Various

Delegates present 28 Participants

Full Day Seminar Date 23rd September 2019 Venue Dilse Re Restaurant, Surat

Topics Companies Amendment Act, 2019, UDIN and ECSIN, Annual Filling Amendments, SS- 3, Startup India

Chief Guest / Speakers CS Divesh Goyal, CS A. G. Shaikh, CA Mehul Rasesh Shah

Delegates present 90 Participants

Foundation Day Date 4th October 2019 Venue Surat Chapter

Topics Walkathon Delegates present 60 Participants

One Day Orientation Program for Foundation Students Date 14th, 15th & 16th October 2019 Venue Surat Chapter

Topics Various Chief Guest / Speakers Various

Delegates present 32 Participants

One Day Orientation Program for Executive Students Date 17th , 18th & 24th October 2019 Venue Surat Chapter

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Topics Various Chief Guest / Speakers Various

Delegates present 47 Participants

2 Days Induction Program Date 19th & 20th October 2019 Venue Hotel Lords Plaza

Topics Various Chief Guest / Speakers Various

Delegates present 34 Participants

3 Days E-Governance Program Date 21st to 23rd October 2019 Venue Hotel Lords Plaza

Topics Various Chief Guest / Speakers Various

Delegates present 38 Participants

Half Day Seminar at Vapi Date 30th Nov 2019 Venue Hotel Royal Garden, Daman

Topics Re-engineer your life & Unleash the power within. Chief Guest / Speakers Dr. Lavanya Patel

Delegates present 16 Participants

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THANE CHAPTER

Teacher’s Conference Date 11th September 2019 Venue ICSI – THANE CHAPTER of ICSI of WIRC

201-202, Sai Plaza Complex, Above Vijay Sales, Kapurbavdi Junction, Ghodbunder Road Thane (w)

Topics Session on Life Skills Session on Companies Act 2013 Career Opportunities as Company Secretary

Chief Guest / Speakers Mr. Milind Ballal, Chief Editor “Thane Vaibhav” and “Know Your Town” Dr. Suchitra Naik, Principal of VPM Joshi Bedekar College Mr. Ramnath Dixit Corporate Trainer

Delegates present 25 Participants

Study Circle Meeting Date 21st September 2019 Venue ICSI – THANE CHAPTER of ICSI of WIRC

201-202, Sai Plaza Complex, Above Vijay Sales, Kapurbavdi Junction, Ghodbunder Road Thane (w)

Topics Analysis and Impact of the Companies (Amendment) Act, 2019 on corporate compliance

Delegates present 23 Participants

Seminar on SEBI (Prohibition of Insider Trading) Regulations, 2015 & Commemorating 16th Foundation Day Date 2nd October 2019 Venue ICSI – THANE CHAPTER of ICSI of WIRC

201-202, Sai Plaza Complex, Above Vijay Sales, Kapurbavdi Junction, Ghodbunder Road Thane (w)

Topics Foundation Day Address Prohibition of Insider Trading Regulations Session By Delegates from National Securities Depository Limited (NSDL) Achieving Professional Excellence

Chief Guest / Speakers CS Amita Saxena Chairperson Thane Chapter CS Rahul Sahasrabuddhe Vice-Chairman WIRC CS S N Ananthasubramanian Past President ICSI CS R. T. Rajguroo Past Chairman Thane Chapter CS B. Ranganathan Executive Vice President, Edelweiss Financial Services Limited Ms. Khilona Behera VP NSDL Dr. Lucky Kasat Corporate Trainer

Delegates present 90 Participants

Foundation Day Celebration as Fit ICSI - Fit India Date 4th October 2019 Venue Masunda Talao, Thane (w)

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Chief Guest / Speakers Advocate R. T. Rajguroo Delegates present 23 Participants

Study Circle Meeting Date 19th October 2019 Venue ICSI – THANE CHAPTER of ICSI of WIRC

201-202, Sai Plaza Complex, Above Vijay Sales, Kapurbavdi Junction, Ghodbunder Road Thane (w)

Topics Boards’ Report and Critical Aspects of Annual Filings. Delegates present 10 Participants

Study Circle Meeting Date 16th November 2019 Venue ICSI – THANE CHAPTER of ICSI of WIRC

Topics Liasoning of Branch office in India by Foreign Company Delegates present 14 Participants

Seminar on: Important Income Tax Provisions and Understanding of Financial Statements-That Corporate Law Advisor should know Date 14th December 2019 Venue ICSI – THANE CHAPTER of ICSI of WIRC

201-202, Sai Plaza Complex, Above Vijay Sales, Kapurbavdi Junction, Ghodbunder Road Thane (w)

Topics Important Income Tax Provisions and Understanding of Financial Statements-That Corporate Law Advisor should know

Chief Guest / Speakers CA Bhadresh Joshi and CA Shrish Kelkar

Delegates present 109 Participants

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VADODARA CHAPTER

Full Day Seminar Date 21st September, 2019 Venue Regenta Inn

Ved Transcube Plaza Central Bus Terminal Sayajiganj, Vadodara -390 002

Topics Change, Challenges and Interpretation of IBC, NCLT and The Companies (Amendment) Act, 2019”

Chief Guest / Speakers CS Prakash Pandya, Practicing Company Secretary, Mumbai CS Divesh Goyal, Practicing Company Secretary, New Delhi

Delegates present 133 Participants

Lecture Meeting Date 28th September, 2019 Venue Vadodara Chapter Premises

Topics Glimpses of recent progressive reforms by MCA for ease of doing business in India

Chief Guest / Speakers CS Devesh Pathak, Practicing Company Secretary, Vadodara

Delegates present 79 Participants

Lecture Meeting Date 11th October, 2019 Venue Vadodara Chapter Premises

Topics How to comply GST Laws effectively Chief Guest / Speakers CS D. S. Mahajani , GM (Taxation) and Company Secretary

Transpek-Silox Industry Pvt. Ltd., Vadodara Delegates present 43 Participants

Lecture Meeting Date 11th October, 2019 Venue Vadodara Chapter Premises

Topics How to comply GST Laws effectively Chief Guest / Speakers CS D. S. Mahajani , GM (Taxation) and Company Secretary

Transpek-Silox Industry Pvt. Ltd., Vadodara Delegates present 43 Participants

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List of Executive Officer / in-charge of Chapters of WIRC

Sr. No. Chapter name Chapter In-Charge Contact No.

e-mail id of Chapter In Charge

1 Ahmadabad Ms. Smita Subin 079-30025334/35 smita.subin@icsi.edu 2 Aurangabad Mr. Subhash Bappi Sinha 0240-2451124 subhash.sinha@icsi.edu

3 Bhayander Ms. Krutika Kargutkar 022-28183888 krutika.kargutkar@icsi.edu

4 Bhopal Ms. Amita Malviya 0755-2577139 amita.malviya@icsi.edu

5 Dombivali Ms. Ketki Kedar Joshi 0251-2445423 ketki.joshi@icsi.edu

6 Goa Mr. Vasant Kerkar 0832-2435033 vasant.kerkar@icsi.edu

7 Indore CS Pravin Gupta 0731-4248181 pravin.gupta@icsi.edu

8 Kolhapur Ms. Archana Sawant 0231-2659498 archana.sawant@icsi.edu

9 Nagpur Mr. Sudhakar 0712-2453276 sudhakar.aisalwaru@icsi.edu

10 Nashik Mr. Amit Kumar 0253-2509989 amit.kumar_n@icsi.edu

11 Navi Mumbai Mr. P.S. Emmanuel 022-27577816 ps.emmanuel@icsi.edu

12 Pune Ms. Garima Mehrotra 020-24263228/0341 garima.mehrotra@icsi.edu

13 Raipur Mr. Prafulla Kumar Dash 0771-3267784 prafulla.dash@icsi.edu

14 Rajkot Mr. Aritra Karmakar 0281-3059646 aritra.karmakar@icsi.edu

15 Surat Mr. Ratnesh Kumar 0261-2463404 ratnesh.Kumar@icsi.edu

16 Thane Ms. Kavita Chavan 022-25891333-3793 kavita.chavan@icsi.edu

17 Vadodara Mr. Amit Kumar Nagar 0265-2331498 amit.nagar@icsi.edu

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CSBF Appeal