Issue No.2 February 2016 FROM THE CHAIRMAN SIRC … eb2016.pdfShri K Sankaranarayanan, Hon'ble Ex-Governor of Maharashtra was ... Mr M Mathews, Professor of Civil Engineering Department,

SIRC eNewsletter Dear Professional Colleagues,

SOUTHERN INDIA REGIONAL COUNCIL

Chairman

CS Nagendra D Rao

CS Shastry P S

CS Sivakumar P

CS Dhanapal S

Vice Chairman

Secretary

Treasurer

Members

CS Ahalada Rao V (Ex-officio)

CS Mohan Kumar A

CS Gopalakrishna Hegde (Ex-officio)

FROM THE CHAIRMAN

CS Ramasubramaniam C (Ex-officio)

Issue No.2

CS Ganapathi G M

CS Ramakrishna Gupta R

1

February 2016

During the past four weeks, we have organized

various professional development programs and

our objective is that each of these programs,

bring value addition to the members in the form of

enhanced perception, widened insights, deep

understanding and more particularly translation

of these into relevant domain applications. We are also willing to know

to what extent these programs created impact amongst the members

and hence, we invite member's comments and suggestions and the

same may please be mailed to me, since we always see the members

as our partners in progress.

I would like to devote substantial portion of this communication about

the visit of President, ICSI to Chennai, who had participated in series of

meetings, programs and activities, which provided ample scope to

understand current focus of the Institute and also all these forums

provided ample scope for exchange of ideas and suggestions.

Interactive sessions with the President

We had lined programs, synchronizing with the visit of CS Mamta th thBinani, President, ICSI on 19 & 20 February 2016. On the first day,

President, The ICSI met the Chapter Chairmen of Southern Region,

along with CS Ramasubramaniam C, CS Ahalada Rao V, Council

Members, The ICSI, I and other Regional Council Members, officials

from HQ and Regional Office participated. President provided

interesting observations that as the profession is growing, the need of

the hour is to map out the future growth and to evolve appropriate

policy framework, keeping in mind the regulatory environment, where

our members have to act as governance professional, not only

adequately, but also decisively. This thought is essential from the

perspective that the core values of the profession to be on a firm

foundation, upon which the super structure of the profession to be

built, which will ultimately ensure steady growth of the profession and it

will also enable us to retain our distinct identity and ethos. President

has observed that in view of this approach, the Council of the Institute

will focus more on policy issues, policy interventions and issue of

advisories.

ICSI-SIRC eNewsletter

Yours Sincerely,

CS Sivakumar PChairman, [email protected]

With regards,

Kochi

09.03.2016

2

On the second day, President presided over the Seminar on Recent Trends in Corporate Governance and

Management. Shri T S Krishnamurthy, Former Chief Election Commissioner was the Chief Guest. At the

Seminar, Economy edition of “Birth of a Profession – Recollections of a Pioneer” authored by CS Subbaraman

T.P., Former Secretary and Executive Director, The ICSI was released. Later on the same day, President

addressed the press, participated in the HODs meeting and had interactive session with the members in the

evening of that day. Me and CS Ramasubramaniam C, Council Member, The ICSI accompanied the President

in all these programmes. President, The ICSI said that the Institute is enthusiastic to identify and nurture the

talent amongst the students of schools and colleges and this process would provide an avenue for these bright

students to pursue CS course. President outlined two initiates taken by the Council recently - Institution of

ICSI Signature Award, which will be awarded for the topper in the Bachelor's Degree examinations in

Commerce conducted by the Central, State Universities and specialized programmes/papers of IIM, IIT and th th

the other conducting CS Olympiad in each academic year for the 11 and 12 standard students in schools

across India and an MOU has been entered into with Science Olympiad Foundation (SOF) for conduct of CS

Olympiad. This year, this has been scheduled in September 2016. President was emphatic that the service to

the students and members will be given top priority and the response time will be minimal and therefore,

leveraging technology is receiving more focus through creation of virtual office, continuing education through

webinar, 24x7 placement portal and other such initiatives.

Weekend classes for students

There was popular demand from students for week end classes, since they are engaged either in a job or

pursuing full time academic course. In order to cater this segment of students, the SIRC has launched week end th

classes programme from 27 February and the response is quite encouraging.

Inauguration of ICSI-Palakkad Chapter

Institute is always eager to empower the chapters, which are grass root level organizations. Chapters have

greater responsibility in the service of students by ensuring required academic inputs, guiding them, lending

help in training and also placemen; for members, they are required to hold sufficient professional development

programs for bridging knowledge gap and skills orientation. I am happy to inform that the Palakkad Chapter was thinaugurated on 28 February 2016 at a grand gathering in the august presence of CS Mamta Binani, President,

ICSI and CS Ramasubramaniam, C, CS Ahalada Rao V, Council Members, The ICSI; Regional Council

Members and members of the Chapter. Shri K Sankaranarayanan, Hon'ble Ex-Governor of Maharashtra was

the Chief Guest. Mr M Mathews, Professor of Civil Engineering Department, IIT, Madras delivered key note

address; Mr. M. Muralidharan, General Manager, Malabar Cements Limited, Palakkad delivered special

address and Mrs. Prameela Sasidharan, Hon'ble Municipal Chairperson, Palakkad released e-magazine. I am

sure that with the dedicated team, ICSI-Palakkad Chapter will work towards growth of the profession.

February 2016

TENTATIVE PROGRAMMES SCHEDULE of SIRC of the ICSI

for the month of March 2016

4

* It is only tentative, separate email will be sent before each programme

May the almighty give sufficient fortitude to the bereaved family members to withstand the irreparable loss.

May the Departed souls rest in peace.

`ICSI-SIRC eNewsletter' deeply regrets to record the sad demise of Shri M N K Nair on 4.2.2016 [95 years] a Fellow Member of The Institute from Kottayam.

Mrs. V Indra Harikrishnan on 10.02.2016 an Associate Member of the Institute of Puducherry.

OBITUARY

Sl. No.

Paid/Free

Date Venue/PCH Event Chief Guest/Speakers

1 Free 11.03.2016

ICSI–SIRC House PCH-1

Study Circle meeting on Compliance with regard to Government Companies

CS Chandra B Former Deputy ROC, Practicing CS, Chennai.

2 Free 12.03.2016 ICSI–SIRC House

Students program – How to prepare & Present Financial Management Paper

CA Gopal Krishna Raju Chennai Chartered Accountant CS Bhaskar S Practicing Company Secretary, Chennai

3 Paid 19.03.2016 ICSI–SIRC House PCH-2

Half Day Seminar on “Ind AS”

C A Chinnsamy Ganesan Partner (Audit) - BSR & Co. LLP, Chennai CA Ashish Gupta Director (Audit) - BSR & Co. LLP, Chennai

4 Free 24.03.2016 ICSI–SIRC House PCH-1

All you want to know on ICSA (UK CS Course)

CS TA Srinivasen Company Secretary, Dalmia Cement Bharat Ltd, Chennai

February 2016

INDEX

Issue No.2


October 2015

SIRC Activity ReportICSI-SIRC eNewsletter

October 2015


October 2015


October 2015

SIRC Activity ReportICSI-SIRC eNewsletter SIRC Activity ReportICSI-SIRC eNewsletter

5SIRC Activity Report

13Chapters Activity Report

35Articles

65

Announcement for Students

68

Announcement for Members

4

February 2016


ICSI-SIRC eNewsletter SIRC Activity Report

5

February 2016

Study Circle Meeting on Issues relating to Creation/Modification/Satisfaction of Charges The Study Circle meeting on issues relating to Creation / Modification /

Satisfaction of Charges was held on Friday, the 5th February, 2016 at SIRC of

ICSI at 6 PM. CS Balasubramanian R, Practicing Company Secretary was the

speaker.

The meeting commenced with CS Vasumathy V, Practicing Company Secretary

introducing CS Balasubramanian R to the audience. The topic attracted more

audience as the meeting hall was full and more than 100 participants had attended.

The practical issues faced in charges by the Companies were covered by the speaker and the steps to rectify

the challenges in charges were also discussed. The meeting was followed by a panel discussion on practical

issues in charges, participated by CS Balu Sridhar; CS Jayashree and CS

Ramachandran, Practicing Company Secretaries along with the speaker. The

panel discussion was interactive as the audience had clarified their queries.

Earlier CS Mohan Kumar A, Treasurer, ICSI – SIRC welcomed the Members and at

the end proposed vote of thanks.

Discussion Meeting on Company Law Committee report

ICSI-SIRC has organized a meeting to collect the views of the members Company th

Law Committee report on 8 February 2016 at ICSI-SIRC House, Chennai.

CS Sivakumar P, Chairman, ICSI-SIRC welcomed the

Members present and explained the recent

developments taking place in the ICSI-SIRC.

Around 50 Members participated and shared their views. CS Ramasubramaniam

C, Council Member, The ICSI and CS Mohan Kumar A, Treasurer, ICSI-SIRC has

collected the views of the Members in this meeting and sent to HQ.

Half Day Seminar on “Study of NBFC & Nidhi Companies and Detailed analysis on Statutory Registers

under Companies Act, 2013”

The ICSI-SIRC has organized a Half Day Seminar on “Study of NBFC & Nidhi

Companies and Detailed analysis on Statutory Registers under Companies Act, 2013” thon Saturday, the 13 February, 2016 at ICSI-SIRC House, Chennai.

CS Sriram P, Practicing Company Secretary, Chennai addressed the Members on the

“Study of NBFC & Nidhi Companies and Detailed analysis on Statutory Registers

under Companies Act, 2013”.



6

February 2016

CS Sriram P, Practicing Company Secretary, Chennai addressed the Members on

the “Study of NBFC & Nidhi Companies and Detailed analysis on Statutory

Registers under Companies Act, 2013”.

The speaker discussed broadly into the aspects of Types of Non Banking Finance

Companies (NBFCs), Compliances under Companies Act & Issues associated

thereto. He also covered Comparison NBFC Vs Nidhi – Business operation wise; Compliances/Exemptions

under Companies Act, 2013 Unresolved Issues; Classification of NBFCs;Companies that require registration

with RBI; Criteria for Registration & Continuation as NBFC; meaning of Group company; NBFCs in the

Companies Act Perspective Exceptions & Exemptions; Corporate Governance.Then the speaker covered in

detail the concept of Nidhi Companies covering Incorporation of Nidhi; Requirement to Continue to be a Nidhi;

Restrictions or Prohibitions; Share Capital and Allotment; Acceptance of Deposits, Loans to Members &

Security for Loans; Directors & Committees; Dividend; Prudential Norms; Opening & Closing of Branches;

Other exemptions; Returns & Filings etc.

CS Sridharan A.M., Practising Company Secretary, Chennai addressed the

Members on the Detailed Analysis of Statutory Registers under the Companies

Act, 2013.

Speaker dealt at length various statutory records required to be maintained under

the Companies Act, 2013, maintenance of the records in electronic form and

physical form, in whose custody the records shall remain. He also dealt with the permanency of records and

the period for which the records have to be preserved. He also dealt with the inspection of records, who can

inspect and the records which the members are entitled to inspect and obtain copies/extracts thereof. He

differentiated between the records the copies of which members can obtain without inspecting and the copies

of records which the members can obtain only after inspecting. He also dealt with

the members right to inspect the books of account.

Earlier CS Mohan Kumar A, Treasurer, ICSI – SIRC welcomed the Members and

at the end proposed vote of thanks.

Meeting to Felicitate the Regional Director (SR), Ministry of Corporate Affairs, Chennai and Interaction

ICSI-SIRC has organized Meeting to Felicitate Shri S.B. Gautam, Regional

Director (SR), Ministry of Corporate Affairs, Chennai and Interaction with CS

Bhasker Subramanian, Head - Client Solutions – Infosys (Handling MCA

Website process) on Intricate Issues of MCA Portal and its Processes on

thThursday, the 18 February, 2016 at ICSI-SIRC House, Chennai.

ICSI-SIRC eNewsletter - July 2015


7

CS Sivakumar P, Chairman, ICSI-SIRC welcomed the Members and dignitaries and

introduced Shri S. B. Gautam, Regional Director (Southern Region), Ministry of

Corporate Affairs, Chennai who has taken charge a week back and greeted the

members gathering and expressed gratitude to Shri S.B. Gautam on behalf of the

Members present.

The Chairman also was thankful to Shri. Bhasker Subramanian, Head – Client Solutions – Infosys who

addressed various issues with implementation of MCA 21 and migration from E-forms under Companies Act,

1956 to Companies Act, 2013.

Shri S. B. Gautam, Regional Director gave a warm welcome to the gathering and was eager to provide all

support to the CS fraternity in rendering professional services and assured of all kind of support from his office.

CS Mohan Kumar then thanked the Regional Director for his presence among this gathering.

CS Ramasubramaniam C, Council Member, The ICSI thanked the Regional Director [SR], Ministry of

Corporate Affairs, Chennai for this meeting and traced the developments taking place in the Institute of

Company Secretaries of India.

CS Mohan Kumar A, Treasurer & Chairman of Professional Development Committee of

ICSI-SIRC introduced CS Bhasker Subramanian, Head – Client Solutions – Infosys.

Shri Bhasker Subramanian addressed and highlighted major / repetitive issues faced in

the migration from E-forms under Companies Act, 1956 to Companies Act, 2013 and

probable solutions to it. Members also raised queries pertaining to the working of the

MCA filing system and expressed their difficulties while using the compliance

upload system. CS Bhasker was very patient enough to listen to the query raised by

each and every member, gave probable solutions to it and wherever not

immediately possible, took note of the same for further action at their end.

CS Dhanapal S, Member, ICSI-SIRC proposed vote of thanks.

One Day Seminar on Recent Trends in Corporate Governance & Management

The ICSI-SIRC has organized a One Day Seminar on Recent Trends in thCorporate Governance & Management on 20 February 2016 at My Fortune

Hotel, Chennai.

CS Ramakrishna Gupta R, Secretary, ICSI-SIRC briefed the purpose of the

Seminar and about the faculties.

CS Sivakumar P, Chairman, ICSI-SIRC gave welcome Address and

Introduced the Chief Guest CS Mamta Binani, President, The ICSI and Guest

of Honor Shri.T.S.Krishnamurthy, Former Chief Election Commissioner of

India & Secretary, Department of Company Affairs.

February 2016



8

February 2016CS Ramasubramaniam C, Council Member, The ICSI briefed about the

developments taking place in the ICSI and mentioned about the e-library

facility for Members and Students launched by The ICSI with the initiative

of President, The ICSI on 18.2.2016. In line with the Start-up India

concept, he has indicated that Video Conference and studio facility which

is being launched in 4 Regional Councils, CCGRT, HQ and ICSI Noida

Office for the benefit of Members and Students. He also made an appeal

to CA Vijaya Kumar M P, Council Member, The ICAI with the permission of the President, The ICSI for usage of

library of all the three Institutes by the Students of CS, CWA & CA Curriculum.

Shri.T.S.Krishnamurthy, Former Chief Election Commissioner of India, the Guest

of Honor thanked for the honor given to him and thanked the ICSI for recording the

history of The ICSI by releasing the economy edition of “Birth of a Profession –

Recollections of a Pioneer” authored by CS T P Subbaraman,, former Secretary

and Executive Director of The ICSI. He indicated that The Institute of Company

Secretaries of India and Company Secretaries are really important for any

organization.

The Presidential Address was delivered by CS Mamta Binani, who

addressed the fellow members of the Institute for the first time since taking

over as President, The ICSI and thanked the presence of Guest of Honor

Shri.T.S.Krishnamurthy, Former Chief Election Commissioner of India; CS

T P Subbaraman,, former Secretary and Executive Director of The ICSI; CS

Rangamani P.T., Past President, The ICSI and other dignitaries present for

this meeting. President, The ICSI complimented CS Ramasubramaniam C, Council Member, The ICSI as a

gift and asset from Southern region to the Central Council and for his enormous contribution to the Institute's

activities.

President indicated that the ICSI would be focusing on policy making initiatives for representing on different

laws to the Government and various Ministries on NCLT Laws, GST Laws etc. and further informed that the

Institute has represented to the Ministry of Corporate Affairs its reservations with respect to the following

recommendation of the Company Law Committee :

1. Dispensation of Form MGT 9

2. Certification of Form MGT 7 by CS in Employment and not by CS in Practice, especially, as, according to

Institute's Guidelines, certification can be done only by a member holding Certificate of Practice.

3. KMP of holding Company can also be KMP of its Subsidiaries.



9

February 2016President, The ICSI informed that the ICSI is taking initiatives to set up Moot Court at the ICSI-House, New

Delhi; Guidance Note on Secretarial Audit, propose to launch course on Internal Audit with the Institute of

Internal Auditors; Renovation of ICSI Website with the help of CS Ramasubramaniam C, Council Member, The

ICSI & Chairman, IT Committee of The ICSI; CS Touch; Overseas Chapter in Dubai etc.

President, The ICSI also highlighted some of the student's initiatives like CS Olympiad, ICSI Study Centre and

ICSI Signature Award.

President, The ICSI presented a memento to the Guest of Honor Shri.T.S. Krishnamurthy, Former Chief

Election Commissioner of India and CS Subbaraman T.P., former Secretary and Executive Director of The ICSI.

The Economy Edition of “Birth of a Profession – Recollections of a Pioneer”

authored by CS T P Subbaraman,, former Secretary and Executive Director

of The ICSI was released by CS Mamta Binani, Presidnet, The ICSI and the

first copy was received by the Guest of Honor Shri.T.S.Krishnamurthy, Former

Chief Election Commissioner of India & Former Secretary, Dept. of Company

Affairs.

CS Ramakrishna Gupta R, Secretary, The ICSI-SIRC proposed vote of

thanks.

The first technical session on Internal Financial Control (IFC) commenced with a brief introduction of

CA M.P.Vijay kumar, Council Member, The ICAI by CS Dhanapal S, Member, ICSI-SIRC.

CA Vijay Kumar made an excellent presentation on the provisions relating to IFC and

the role and responsibility of a CS on IFC. He presented holistic view of the IFC

explaining the term “Internal Financial Controls” consists of the following:

(I) Policies and procedures adopted by the company for ensuring the orderly

and efficient conduct of its business, (ii) A d h e r i n g t h e p o l i c i e s , ( i i i )

Safeguarding of its assets,(iv) Preventing and detecting of frauds and errors(v) Accuracy and completeness of the accounting records(vi) Timely preparation of reliable financial information.

He has elaborated the various responsibilities to be assumed by Board of Directors, Audit Committee,

Independent Directors, Statutory Auditors and Applicability of Internal Financial Control to different types of

companies.

CS Dhanapal S, Member, ICSI-SIRC proposed vote of thanks.

Shri.Arvindh Pandian made a detailed presentation and highlighted the

opportunities available to CS in this new area.He indicated that the Existing

Important Areas of Practice before CLB are Oppression & Mismanagement;

Rectification of Register of Members; Compounding of Of fences; Repayment

of Deposits and Other approvals under the Act. The speaker also dealt at

length the Important New Areas before NCLT for CS; Knowing the Constitution

The second technical session on “Preparing for the Opportunities in NCLT” commenced with a brief

introduction of Shri.P.H.Arvindh Pandian, Senior Advocate & Additional Advocate General,

Government of Tamilnadu, Chennai by CS. Nagendra D Rao, Immediate Past Chairman & Member, ICSI-

SIRC.



10

February 2016Powers, Procedures of NCLT, Dress Code, punctuality, Time Management, Courts Time, Adhering to the time

lines, Getting the Facts, Understanding the Court, Understanding the other counsel, Devil's Advocate, Making

things simple, Argument Skills, Thinking on the feet, Observing in the Court, Cordial Relationship, To refer to

Case laws, Keeping track of Judgments passed by other Tribunals, High Courts and Supreme Court in

Corporate Laws, tracking the dates and maintaining the files etc.

CS. Nagendra D Rao, Immediate Past Chairman & Member, ICSI-SIRC proposed vote of thanks.

The third technical session on “Discussion on the Report of the Companies Law Committee”

commenced with a brief introduction of Dr. CS. Ravi B, Practicing Company Secretary, Chennai by CS

Mohan Kumar, Chairman, Professional Development Committee and Treasurer, ICSI-SIRC.

In the third technical session CS Dr. B. Ravi discussed at length the

recommendations made in the report of the Companies Law Committee. He

highlighted some of the salient welcome recommendations in the report and at the

same time pointed out that much was needed to be done by way of amendments to

the Companies Act 2013 and the rules framed there under in the context of ease of

doing business.

In his presentation he also highlighted those recommendations which are nothing but bringing into the

legislation the Removal of Difficulties Orders already issued and also some of the clarifications issued are

brought into the statute book which are cosmetic in nature.

He appreciated the extra ordinary work done by the Committee but felt that a golden opportunity had been

missed out to make a substantial changes in the new law. He explained the various stumbling blocks in the

legislation which have to be removed as early as possible to ensure that in true letter and spirit the plethora of

legislation in India are really meant for Ease of Doing business.

CS Mohan Kumar, Chairman, Professional Development Committee and Treasurer, ICSI-SIRC proposed

vote of thanks.

The fourth and the last technical Session on “Management Lessons from some unusual examples”

commenced with a brief introduction of CA V.Pattabhi Ram by CS Ganapathi G.M., Vice-

Chairman,ICSI-SIRC.

CA Pattabhi Ram quoted some unusual examples and made the session lively by

asking the delegates to do some exercises.

Through his video, the speaker explained the importance of concentration and how

to make it simple, so that everyone will understand the process. He emphasized that

we should focus on the end result by quoting live examples. Audience were

enthralled with the unique techniques used by the speaker to deliver his message.

The Seminar concluded with a vote of thanks by CS Ramakrishna Gupta R, Secretary, ICSI-SIRC.



11

February 2016Members Interaction MeetThe ICSI - SIRC organized a Members Interaction Meeting with CS Mamta

Binani, President, The ICSI on 20th February 2016 at Hotel My Fortune,

Chennai. CS Sivakumar P, Chairman, ICSI – SIRC welcomed the dignitaries &

Members and introduced the President to the Members.

CS Mamta Binani, President of ICSI thanked the gracious and precious

presence of her seniors CS Ravi R, CS Sridharan R, Past Presidents, The ICSI

and CS Subbaraman T.P, Former Secretary & Executive Director, The ICSI

and Dr CS Ravi B, Past Chairman, ICSI-SIRC. CS Ramasubramaniam C,

Council Member, The ICSI and CS Dhanapal S, Member, ICSI-SIRC were also present during the meeting.

President, The ICSI detailed on the efforts, initiatives taken by the Council for the benefit of the profession.

President articulated that as the profession is growing, the need of the hour is to map out the future growth and

to evolve policy framework keeping in view of regulatory environment, where our profession to play role of

governance professional not only adequately but decisively as well. This thought is essential from the

perspective that the core values of the profession would form firm foundation and upon which the super

structure of the profession will be built, which will ultimately ensure steady growth of the profession and it will

also enable us to retain our distinct identity and ethos. She gave an updates on the various measures taken by

The ICSI to build the capacity of Members and Students viz. Virtual Office Concept, One convocation

ceremony on one day in all Regions, Setting up of Moot Court in ICSI-House, ICSI Signature Award, setting up

of ICSI Study Centre and appointment of ICSI Counsellors. Then she invited

members for interaction. The queries raised the members were ably clarified by

CS Mamta Binani, President, The ICSI and also the valuable views/suggestions

were taken note for consideration. President, The ICSI requested the members to

keep in touch with the institute and share their views and comments periodically

and also to share their email address with Institute to receive better service.

There a was lively interaction by the members present and meeting ended with a formal vote of thanks by CS

Mohan Kumar A, Treasurer & Chairman, Professional Development Committee.

Press Meet with President, The ICSI SIRC

CS Mamta Binani, President, The ICSI addressed the press meet. In her address, President explained about

various initiatives taken by the Institute viz. ICSI Signature Award, setting up of ICSI

Study Centre, appointment of ICSI Counsellors and CS TOUCH: Mobile APP for

students and members for Android enabled mobiles. Earlier, Chairman, ICSI-SIRC

welcomed the Press Corps and introduced the President, The ICSI and at the end

CS Ramakrishna Gupta R, Secretary, ICSI-SIRC proposed vote of thanks.

Meeting of Head of the Department of Colleges with President, The ICSI

CS Mamta Binani, President, The ICSI addressed the Head of the Departments of

various Colleges and apprised them of the Institute and CS course. She has also

highlighted the role and recognition of Company Secretaries in the light of

Companies Act, 2013. The President requested the faculty members to organize



12

February 2016

career awareness programmes in their respective colleges and guide the students to register for the CS

course. The employment opportunities available both in employment and in practice was well explained by the

President, The ICSI. CS Sivakumar P, Chairman, ICSI-SIRC, CS Ramasubramaniam C, Council Member and

CS Ramakrishna Gupta R, Secretary, ICSI-SIRC were also present at the meeting. Earlier, Chairman, ICSI-

SIRC welcomed the Head of the Department of Colleges and introduced the President, The ICSI and at the

end CS Ramakrishna Gupta R, Secretary, ICSI-SIRC proposed vote of thanks.

Students Meet with President, The ICSI

SIRC of the ICSI organized students meet with the President, The ICSI on 20th

February, 2016 at “ICSI-SIRC House”, Chennai. CS A. Mohankumar, Treasurer, ICSI-

SIRC welcomed the dignitaries. CS P. Sivakumar, Chairman, ICSI-SIRC introduced the

President, The ICSI to the students. CS Mamta Binani, President, The ICSI while

addressing the students spoke on the various initiatives taken by the ICSI for the

development and benefit of the Students. President, The ICSI also explained about preparation of

examination, subjects in new syllabus and training requirements, etc., CS Ramasubramaniam C, Council

Member, The ICSI also spoke on the occasion and interacted with the students.

The students interacted with the dignitaries in enthusiastic manner.

Study Circle Meeting on "Practical Issues in filing INC 29"

thICSI-SIRC has organized a Study Circle Meeting on "Practical Issues in filing INC 29" on 24 February 2016 at

ICSI-SIRC House, Chennai.

Smt. S. Meenakshi, Deputy Registrar of Companies, Chennai made a power point

presentation on e-form INC-29 introduced by the Ministry of Corporate Affairs with

effect from 1.5.2015 as a part of popularization of e-form INC-29. She explained the

Rule-36 including the sub-rules introduced from 1.5.2015, how to fill up the e-form INC-

29, what are all the normal mistake committed by the stake holders, the number of re-

submissions increased to three for the said e-form including the condition that all the three re-submissions

shall not exceed the period of 30 days, how to fill the name correctly as the number of re-submissions are due to

mistake in the name, mistake committed by the stake holders in filling the names of the company, the names

which are to be avoided citing the Emblems and Names Act, Circulars issued by the Ministry of Corporate

Affairs after the introduction of Companies Act 2013 etc. which were very useful for the members and she

finally concluded that the form INC-29 comes under the urgent mode in the queue of ROC and the form gets

priority over the other e-forms and she cleared various doubts raised by the members.

CS Ramasubramaniam C, Council Member, The ICSI briefly explained on the topic for discussion. Earlier, CS

A. Mohankumar, Treasurer, ICSI-SIRC welcomed and introduced the speaker and at the end proposed vote of

thanks.



13

February 2016

S.No Name of School/College

Resource person Date No. of students attended

1 Javahar vidyalaya Higher secondary school, Asok nagar, Chennai

CS Balasubramanian R Company Secretary in Practice

08.02.2016 60

2 DRBCCC Hindu college,Chennai

CS Dhanapal S Member- ICSI-SIRC

24.02.2016

3 MOP Vaishnav College, Chennai

CS Prakash R DGM (Legal) & Company Secretary, HC Kothari Group of Companies, Chennai Mrs. Chitra Anantharaman, Deputy Director, ICSI-SIRO

02.02.2016 180

4 Bharathiya women’s college, Chennai

CS Jayanth Viswanathan Company Secretary in Practice

17.2.2016

CAREER AWARENESS PROGRAMME 2016 (February)

Through Counsellors

S.No Name of School/College Resource person Date No. of students attended

5 Anne Marie Matric.Hr.Sec.School, Thiruparkdal-632508, Vellore Dt

Mr.SN Jayabalan 8.1.2016 60

6 Indo-American School, Cheyyar, Thiruvannamalai District, TN

Mr.SN Jayabalan 22.12016 80

ICSI-SIRC eNewsletter Chapters’ Activity Report

Bangalore Chapter

14

February 2016

ICSI- BSE Joint Seminar on “SEBI Listing Regulations (LODR)”

The Institute of Company Secretaries of India (ICSI) jointly with BSE organized a Seminar on SEBI Listing nd

Regulations (LODR) on 2 January 2016 at The Capitol Hotel, Bengaluru.

The Program was presided by CS Ahalada Rao, Central Council Member and Program Director, CS Dattatri H

M, Chairman, Bengaluru Chapter, CS Hari Babu Thota, Vice Chairman, Bengaluru Chapter and Speakers Ms.

Netra Sahani, DGM, Listing Compliance, BSE, Mr. Ashok Kumar Singh, Manager, Listing Compliance, BSE, CS

Sudhakar Saraswatula, Vice President, Corporate Secretarial, Reliance Industries Ltd, CS Pramod SM,

Partner, HBP & Co, Company Secretaries, Bengaluru.

CS Dattatri H M, Chairman, Bengaluru Chapter welcomed and introduced the speakers to the audience present.

CS Ahalada Rao, Council Member and Program Director delivered the opening remarks and Ms. Netra Sahani,

DGM, Listing Compliance, BSE delivered the key note address.

The Seminar was then followed with a technical session on “SEBI Listing Regulations (LODR) for BSE by Mr.

Ashok Kumar Singh, Manager, BSE followed by SEBI Listing regulations (LODR) from Company Perspective by

CS Sudhakar Saraswatula, Vice President – Corporate Secretarial, Reliance Industries and SEBI Listing

Regulations (LODR) from a PCS Perspective by CS Pramod SM, Partner, HBP & Co, Bengaluru.

The Speakers apart from their presentations answered various queries raised by the audiences before

concluding their respective sessions.

The Seminar was well attended by more than 155 participants.

CS Hari Babu Thota, Vice Chairman, Bengaluru Chapter proposed vote of thanks and the seminar ended with

presentation of Mementos to the speakers.

Understanding and Implementing form INC 29 followed by Interaction with Registrar and Companies,

Karnataka

Bengaluru Chapter of ICSI organized a special programme on “Understanding and Implementing form INC 29 thfollowed by Interaction with Registrar of Companies, Karnataka on 7 January 2016 at the Chapter Premises.

The Program was presided by CS Dattatri H M, Chairman, Bengaluru Chapter, CS Hari Babu Thota, Vice

Chairman, Bengaluru Chapter and speakers CS R Srinivasan, Practicing Company Secretary, CS V Karthick,

Practicing Company Secretary, Bengaluru and CS Thirupal Gorige, Practicing Company Secretary, Bengaluru.

The Program was also presided by Mr. M. Jayakumar, Registrar of Companies, Karnataka who was the Chief

Guest.


15

February 2016st

CS Dattatri H M, Chairman, Bengaluru Chapter, welcomed the gathering and informed that this is the 1

programme in the year 2016 where Mr. M. Jayakumar, Registrar of Companies, is presiding as Chief Guest and

thanked him for accepting the Invitation and then introduced the Chief Guest and the Speakers to the audience

present.

The Program started with technical session from CS R Srinivasan, CS V Karthick and CS Thirupal Gorige who

explained the gathering on Laws Governing the eForm, Instructions to fill the eForm, Important Points for

Successful Submission and various other instructions in filling the form INC 29 before handover the session to

Mr. Jayakumar, Registrar of Companies, Karnataka.

Mr. Jayakumar, Registrar of Companies, Karnataka then interacted with the Members present and clarified

various doubts in details expressed by them. He then thanked Bengaluru Chapter for inviting him for the

program.

CS Hari Babu Thota, Vice Chairman, proposed vote of thanks and the session ended with presentation of

mementos to the Chief Guest and the Speakers.

The program was attended by 60 Members.

Half Day Seminar on Mediation – Effective Tool for Dispute Resolution

Bengaluru Chapter of ICSI organized a Half Day Seminar on Mediation – Effective tool for dispute Resolution thon 9 January 2016 at the Chapter Premises.


Chairman, Bengaluru Chapter, CS Rekha Kamath, Treasurer, Bengaluru Chapter and Speakers Advocate

B.C. Thiruvengadam, Senior Partner, Thiru and Thiru Advocates, Ms Laila Ollapally, from Founder Centre for

Advanced Mediation practice and CS Rajesh S Narang, Corporate Management Advisor, Bengaluru.

CS Dattatri H M, Chairman, Bengaluru Chapter welcomed the gathering and introduced the Speakers to the

audience present. He informed that Mediation is new area where Company Secretaries can explore as it is

creating a good prospective opportunity to the profession.

The program started with session on Emerging Trends in Mediation and alternate dispute resolutions and

Impact of Arbitration Amendments Act 2015 by Advocate B.C.Thiruvengadam. The Second Session was taken

by Ms. Laila Ollapally on Mediation - Effective Dispute Resolution mechanism for commercial disputes where in

the speaker informed the gathering on Mediation, Understanding Perspectives, Process, benefits, legality of

the mediated settlement, mediation works in civil disputes etc and gave a role play to the participants by giving

two cases before concluding the session. CS Rajesh S Narang, then informed the gathering on Role of

Company Secretary in Mediation and informed that this area will create more opportunities for Company

Secretaries in future.


16

February 2016

CS Rekha Kamath, Treasurer, Bengaluru Chapter proposed vote of thanks and the program ended with

presentation of Mementos to the Speakers.

The Program was attended by 34 participants.

Inauguration of Classroom Teaching

thBengaluru Chapter of ICSI inaugurated Classroom Teaching for Foundation and Executive Programs on 9

January 2016.


Chairman, Bengaluru Chapter, CS Rekha Kamath, Treasurer, Bengaluru Chapter and Chief Guest Ms.

Bhargavi V, Principal, Seshadripuram College of Commerce and Management, Bengaluru.

CS Dattatri H M, Chairman during his welcome address thanked all the students, parents, faculties for presiding

for the Inaugural Ceremony.

CS Bhargavi V, Chief Guest during her address congratulated all the participants for choosing a professional

course like CS and shared with students the importance of hard work and dedication towards studies. She then

shared with students the proven tip on how to increase their memory power and how to study during the

examinations without distraction. She urged the students to study hard and succeed with flying colors in the

years to come.

CS Hari Babu Thota, Vice Chairman, Bengaluru Chapter asked the students to share the feedback about the

coaching so that the management of Bengaluru Chapter can take initiatives to improvise the coaching and give

better facilities for upliftment of Students. He then thanked all the students, parents and faculty members for

coming for the program.

The Session ended with presentation of Memento to the Chief Guest.

Half Day Seminar on Recent Significant Changes in FDI

thBengaluru Chapter of ICSI organized a Half Day Seminar on Recent Significant Changes in FDI on 16

January 2016 at the Chapter Premises.


Chairman, Bengaluru Chapter, CS Rekha Kamath, Treasurer, Bengaluru Chapter and Speakers CS A Sekar,

Practicing Company Secretary, Mumbai and CA Amith Raj A N, Director, M& A Tax, PwC, Bengaluru.

CS Dattatri H M Chairman, Bengaluru Chapter welcomed the gathering and introduced the speakers to the

audience present.


17

February 2016The first technical session during the program was taken by CS A Sekar, Practicing Company Secretary on topic

Recent Significant Changes in FDI where in the speaker explained the gathering on Overview of FDI Policy, FDI

in LLP, Regulation of FDI Policy, FDI and prohibited sectors, Industrial licensing, Issue of shares against Import

of Capital Goods, Clarification on FDI policy, FDI in limited liability partnerships and its key impacts before

concluding his session.

The Session ended with vote of thanks and presentation of memento to the speaker

The Second technical session was taken by CA Amith Raj A N, Director M&A- Tax, on FDI policy and FEMA

Updates where in the speaker explained the gathering on External Commercial Borrowing (ECB), Trading –

SBRT/ MBRT/ WCC, FDI in Real Estate, Investment by NRIs, Funding Options, Shares/ CCD allotments etc

before concluding his session.

The Seminar ended with vote of thanks and presentation of Memento to the Speaker.

The Program was attended by 46 participants.

Orientation on Moot Court and Allied Matters

thBengaluru Chapter of ICSI organized a Program on Orientation on Moot Court and Allied Matters on 24

January 2016 at the Chapter's Premises.

The Program was presided by Speaker CS S.Vivekananda, Advocate, V G B Associates, Bengaluru who took

session on the said topic.

The Speaker informed for better preparation on Moot Court one has to first Read, understand and analyze the

problem, be thorough with the problem, read and Understand the laws applicable, Understand the interplay of

laws, Understand each party's case- the strengths and weakness, look for precedents, decide for which party

you would argue, think like a devil's advocate while preparation. Explaining the students on how to prepare

memorials the speaker informed the Memorials should contain Brief facts of the case, Issues, Summary of

Arguments, Address each issue –sub issues, Prayer, Foot notes-citations; and asked the students to read the

entire document after drafting. The Speaker also informed and explained the students in detail on Research,

Submissions, Court Craft, Dress Code etc before concluding his session.

The Session ended with Vote of Thanks and presentation of Memento to the speaker.

Republic Day Celebrations

thBengaluru Chapter of ICSI celebrated Republic Day at the Chapter Premises on 26 January 2016. The

Celebration was presided by CS Gopalakrishna Hegde, Council Member, The ICSI, CS Hari Babu Thota,

Chairman, Bengaluru Chapter, CS Dattatri H M, Immediate Past Chairman, Bengaluru Chapter, CS G M

Ganapathi, Vice Chairman, SIRC of ICSI, CS Pradeep B Kulkarni, Treasurer, Bengaluru Chapter,


18

February 2016

CS Vivek Hegde, Member, Managing Committee, Bengaluru Chapter, CS Chandrappa, Past Chairman,

Bengaluru Chapter, CS S.Kannan, Past Chairman, Bengaluru Chapter, CS J Sundaresan, Past Chairman,

Bengaluru Chapter, Members and Students of ICSI.

CS Gopalakrishna Hegde, Council Member, ICSI hoisted the flag and addressed the gathering, the program

was then followed with Sapling Plantation by Members and Students of ICSI.

CS Pradeep B Kulkarni, Treasurer, Bengaluru Chapter thanked all the Members and Students for presiding

during the celebrations.

Student Study Circle Meeting

rdBengaluru Chapter of ICSI organized Student Study Circle Meeting on 03 January 2016 at the Chapter

Premises. The Meeting was presided by CS Sonam Agarwal, Practicing Company Secretary who took

session on topic “Secretarial Audit”.

The Speaker started her session explaining the definition of Secretarial Audit, Introduction of Secretarial Audit in

Companies Act 2013, Scope of Secretarial Audit, Beneficiaries of Secretarial Audit, Process and Procedures,

Objective and Purpose, offenses and penalties before concluding the session

The Session ended with vote of thanks and Presentation of Memento to the speaker.

thBengaluru Chapter of ICSI organized Student Study Circle Meeting on 10 January 2016 at the Chapter

Premises. The Meeting was presided by CS Raghavendra Bondade, Company Secretary, who took session on

topic “Recent Amendments under Companies Act 2013.

The Speaker started the session by explaining the structure of Companies act wherein he informed that CA

2013 has 29 Chapters, 470 Sections,7 Schedules when compared to the earlier Companies Act 1956 which has

13 Parts, 658 Sections,15 Schedules. The Speaker then informed the gathering on Sections their erst while

provisions and provisions after amendment of The Companies Act ( Amendment ) 2015.The Speaker then

informed the gathering on related party, restriction on inspection of Board Resolutions, Financial Statement,

Exemptions to Private Companies other than subsidiary of a Public Company etc before concluding his session.

The Session ended with Vote of Thanks and Presentation of Memento to the Speaker.

thBengaluru Chapter of ICSI organized Student Study Circle Meeting on 17 January 2016 at the Chapter

Premises. The Meeting was presided by CS Krishna Kumar C, Assistant Manager, Finance and Accounts,

Permasteelisa (India) Pvt Ltd, Bengaluru who took session on topic “RTI Act 2005.




19

February 2016The Speaker started his session explaining that The Right to Information Act (RTI) is an Act of the Parliament of

India "to provide for setting out the practical regime of right to information for citizens" and replaces the

erstwhile Freedom of information Act, 2002. The Act applies to all States and Union Territories of India except

Jammu & Kashmir. Under the provisions of the Act, any citizen may request information from a "public authority"

(a body of Government or "instrumentality of State") which is required to reply expeditiously or within thirty

days. The Act also requires every public authority to computerize their records for wide dissemination and to

proactively certain categories of information so that the citizens need minimum recourse to request for

information formally. This law was passed by Parliament on 15 June 2005 and came fully into force on 12

October 2005. The first application was given to a Pune police station. Information disclosure in India was

restricted by the Official Secrets Act 1923 and various other special laws, which the new RTI Act relaxes. It

codifies a fundamental right of citizens. The Speaker in details explained various aspects of RTI act 2005

before concluding his session

The Session ended with vote of thanks and presentation of memento to the speaker.


Bengaluru Chapter of ICSI organized Student Study Circle Meeting on 24th January 2016 at the Chapter

Premises. The Meeting was presided by CS Shubra Gupta, Consultant on topic “Deposits”

The Speaker started the session by explaining the Overview of Companies Act 2013,Regulatiory framework

for public deposits as per Companies Act 2013, Eligible Company, Acceptance of Deposits by Private

Companies, Terms & Condition of Acceptance of Deposit from its members, Creation of Deposit Repayment

Reserve Account, Section 74 –Repayment of Deposit accepted before 1.4.2014, Acceptance of Deposits

from Public by certain Companies: (Sec. 76),Key changes of Deposit Provisions under CA 2013 vis-à-vis

CA1956,Exceptions,Loan/DepositsfromOthercompanies,Limitsforacceptanceofdeposits,Procedural

Requirements,Terms & Conditions of Acceptance of Deposits from Members and Public,Penal Provisions etc

before concluding the session.

The Session ended with vote of thanks and presentation of memento to the speaker.

Student Study Circle Meeting stBengaluru Chapter of ICSI organized Student Study Circle Meeting on 31 January 2016 at the Chapter

Premises. The Meeting was presided by CA Suhas V Atreya who took session on topic “Practical Approach of

Service Tax including point of taxation and provision of Service Rules”

The Speaker started his session by explaining Section 66 B where he explained that W.e.f June 1, 2015 -

Service Tax rate changed to 14% (12%); Vide No. 21/2015 –ST, dated November 6, 2015 – Sec 119 – SBC -

.5% cess on taxable value of service. The Speaker then explained the gathering on Negative List – Section

66D, Declared Service – Section 66E, Exempted Service, Reverse Charge, Cenvat Credit, Point of Taxation,

Smart Compliance, Show cause notice etc before concluding his session.


20

February 2016Coimbatore Chapter

Investor Awareness Programme at Karpagam University

Coimbatore Chapter of SIRC of ICSI had organized an “Investor Awareness Programme” jointly with

Karpagam Academy of Higher Education [Karpagam University], Coimbatore at their university premises on

27.01.2016 at 2.30 PM. The programme was held under the aegis of Investor Education & Protection Fund,

Ministry of Corporate Affairs, Government of India.

Shri. N Ramanathan, Registrar of Companies, Tamilnadu, Coimbatore was the Chief Guest of the

Programme. Dr. T.K.Sridhar, Corporate Expert, Trichy was the speaker of the programme.

Dr. G. Sekar, Registrar, Karpagam University welcomed the Chief Guest, other dignitaries and gatherings

presented.

CS A.R. Ramasubramania Raja, Chairman, Coimbatore Chapter of SIRC of ICSI introduced the Chief Guest

and the speaker. The Chairman explained the objective of the programme and the role of the institute for

organising the Investor Awareness Programme across the country for assisting the Ministry. Further, he

briefed the necessity of Investor Awareness Programme and also highlighted the importance of the

awareness amongst students, inculcating savings habit in the interest of family and nation.

Chief Guest Shri. N Ramanathan, Registrar of Companies, Coimbatore gave an introduction regarding the

need of Investor Awareness Programme throughout the nation and the role of Government in spreading the

awareness amongst general public. He also suggested various stages, when and what amount to invest

depending upon the risk appetite of the investors. He further emphasized the need of awareness for

investments among public, especially the students in proper channels and wise decisions to be taken

depending upon the requirements.

Dr. T.K.Sridhar, Corporate Expert, Trichy threw glimpses on the various modes of investment, Dos and Don'ts

of investment, impact of incorrect investments decisions, risk measurement methodology and elaborated

them with various illustrations. These illustrations were truly useful for our day to day investment plans, where

we usually invest without proper knowledge of the products.

He further explained the functions of Stock Exchange. He further advised that people must be familiar with the

basic principles of Technical Analysis and be more decisive in making the best market moves and Investment

Methodologies. They must be able to clear their doubts themselves and must get over the fear of stock market,

then only they can be succeeded in Equity Market.

He elaborated the risk involved in equity market, the risk arises when a company is not doing well, and its stock

value falls. Stocks can be bought and sold easily and quickly, and the activity surrounding a certain stock

impacts its value. So, the persons who involve in equity markets have to protect themselves from sudden

market volatility and also have to connect to a network of like-minded people. He made a live demonstration

with a simple game to create awareness among the students about the functions of Stock Exchange.


21

February 2016

Dr. K. Umudha, HOD, Dept. of Commerce, Karpagam University, Coimbatore delivered the vote of thanks.

There was a question hour session for the participants at the end of the programme, wherein various queries

raised by the participants and duly replied by the speaker. Around 200 students from all the commerce

streams have attended the programme.

Blood Donation Camp on occasion of Martyrs' Day

Gandhiji, Father of our Nation along with many freedom fighters who sacrificed everything for the country's

Independence, welfare and progress. Gandhiji's was laid to rest on January 30, 1948 and the martyrdom falls

on January 30, this day was declared as the Martyrs' Day. Since then every year the Nation pays homage to

the Mahatma and other martyrs on this day and the Coimbatore Chapter is organizing Blood Donation Camp

to mark the occasion.

The Camp was organised in association with IMA [Indian Medical Association], Coimbatore. The Chapter

invited all CS students, members and their family and also general public to attend the programme. The

posters and backdrops specially prepared for Martyrs' Day were fixed at the programme venue. Around 35

students and members participated in the programme and donated blood.

th18 Residential Programme

thAs in the past, the Coimbatore Chapter of SIRC of ICSI, conducted its 18 Residential Programme on the

3 th th sttheme “Company Secretaries – to Educate, Empower & Execute - E ” on 19 , 20 & 21 February, 2016, at

Elk Hill, Sterling Holiday Resorts, Nilgiris, Ooty, Tamil Nadu. The three days residential symposium was well

attended by about 131 participants including 85 Members , 22 students and their spouse and children.

thOn 19 February, 2016, the programme was inaugurated by the Chief Guest CS (Dr.) Shyam Agrawal, Vice-

President, ICSI, Guest of Honour Shri. N Ramanathan, Registrar of Companies, Tamilnadu, Coimbatore, CS

A.R.Ramasubramania Raja, Chairman, Coimbatore Chapter of SIRC of ICSI and other dignitaries with

lighting of the Lamp.

The Programme Commenced with prayer and the welcome address by CS. A.R Ramasubramania Raja,

Chairman, Coimbatore Chapter of SIRC of ICSI. He explained the various initiatives of the chapter and the

various facilities providing by the chapter for the Students & Members. Introduction of the theme by CS

R.Venkateswaran, Past Chairman, Coimbatore Chapter of SIRC of ICSI, Introduction of Chief Guest by CS N.

Singaravel, Treasurer, Coimbatore Chapter and Introduction of Guest of Honour by CS P.Eswaramoorthy,

Management Committee Member & Past Chairman, Coimbatore Chapter.

CS (Dr.) Shyam Agrawal, Vice-President, ICSI, while delivering his inaugural address stated that the theme 3

“Company Secretaries – to Educate, Empower & Execute - E ” is very relevant and suitable at this juncture.

He said that it is a great initiative of Coimbatore Chapter to update our Professional Colleagues with the latest

development in the Corporate Sector and he added that the deliberations and sharing of experience at the


22

February 2016

will provide an opportunity to the participants to educate, empower with special knowledge and execute the

things in the best possible way. CS (Dr.) Shyam Agrawal, Vice-President, ICSI appreciated Coimbatore

Chapter for its efforts for continuously organizing the Residential programme for the past 18 years and also for

providing the better students facilities like regular Oral Coaching Classes for all the levels of CS students. He

thank to Shri.N Ramanathan, ROC, Coimbatore for his valuable presence and his continuous support to the

Coimbatore Chapter. CS (Dr.) Shyam Agrawal inspired the gatherings with his motivational talk about the

Integrity, Character, Courage, Changes with Challenges etc. and its necessity in human life quoted with

inspirational books by the author like “Subroto Bagchi- On Integrity” and stories like “Breaking the Sugar Habit –

an inspirational stories attributed to Gandhi” , “Thulasidas Ramayan” etc.

Further, the Vice-President outlined the recent major initiatives taken by the institute and he appraised the

gathering about introduction of E- Library for easy access of all publications of ICSI, Smash Project an

integrated web portal through which the students and members will be facilitated with all sort of online services

pertaining to them. He said that Institute has signed an MOU with Science Olympiad Foundation (SOF) on 4th th thFebruary, 2016(Thursday) at the Headquarters of ICSI. The Students of 11 and 12 Standard are expected to

appear in the CS Olympiad in schools across India. He added, CS Olympiad will help to higher secondary

students to evaluate and enhance their aptitude in General Awareness, Basis Commerce and Commercial Law

etc. CS (Dr.) Shyam Agrawal further spoke on ICSI Signature Award to the Toppers in University Examinations

for creating the visibility of the profession of Company Secretaries among the Academic.

Guest of Honour Shri. N Ramanathan, Registrar of Companies, Tamilnadu, Coimbatore said that he is very

proud being a fellow member of the Institute and all the members of the institute can be easily approached to

carry out their profession in a better way and Coimbatore is one of the vibrant business and industrial area.

Further, he said that a High Level Expert Committee has been formed at the central for simplifying the

complicated process of E-forms. The Inaugural session concluded with a Vote of Thanks by CS R Maheswaran,

Secretary, Coimbatore Chapter of SIRC of ICSI.

th stOn 20 February, 2016, the 1 Technical Session was handled by CS. C.V.Madhusudhanan, Partner, KSR &

Co., Company Secretaries LLPs, Coimbatore who dealt with “Secretarial Audit and How to present the

Secretarial Audit Report”. He narrated the relevance of various provisions of the Act, under the existing situation

and he specially referred the ethics and integrity that every profession must exercise while discharging his

duties. The session was well admired by the participants.

The second technical session was handled by Shri.B.Dhanaraj a leading Advocate from Chennai and he

explained elaborately about the provisions of Corporate Restructure- Merger & Amalgamation and the various

opportunities available for entrepreneurs as well as professionals.

In the Third Technical Session, CA .Manjula Narasimhan, Head- Presales & Finance (MIS), KG Financial

Software Private Ltd, Coimbatore explained about the latest developments in the E-commerce and the effects

of Cyber-crime thereon.


23

February 2016CS L. Sayee Mohan, Director, Indirect Taxes, Deloitte India, Chennai handled the Fourth Technical Session

and he addressed under the topic “Indirect Taxes” – Goods & Service Tax. The session was well admired by the

participants.

In the last a special programme, a delightful talk by CS A.R. Ramasubramania Raja, Chairman, Coimbatore

Chapter of SIRC of ICSI on the topic 'Be as youth always'- Health care. He demonstrated the do's and don't's in

food habits and the important tips of health care which created a new enthusiasm among participants. The

session was lively, enjoyable and interesting for the participants.

stOn 21 February, 2016, the fifth technical session was handled by Shri. Karthik Sheshadri, a leading Advocate

from Chennai on the topic “Bankruptcy – Preparing for Practitioners on Insolvency”. This session was

interactive and the participants raised questions and the same were answered.

th stThe sixth and last Technical session of the 18 Residential Programme on 21 February, 2016 was handled by

CS (Dr.) K.S. Ravichandran, Partner, KSR & Co., Company Secretaries LLPs, Coimbatore on the topic

preparing for Adjudication of Penalties – Companies Act / Securities Laws / FEMA. The session was well

admired by the participants.

The valedictory session was addressed by CS A.R. Ramasubramania Raja, Chairman, Coimbatore Chapter of

SIRC of ICSI. In his valedictory speech he had congratulated to all Management Committee members and the thTeam Coimbatore Chapter for the successful conduction of 18 Residential programme. He further explained

various steps that are being taken by Coimbatore Chapter for the development of members as well as the

students. He also highlighted the various forthcoming programmes of Coimbatore Chapter. CS N Singaravel,

Treasurer, delivered the Vote of Thanks.

Apart from various technical sessions, the events like sightseeing, games etc; rejuvenated all the participants.

The chapter has received enthusiastic appreciation and complimentary notes from participants of the

programme.

th12 Residential Programme :-

thThe Twelfth Residential Program of Calicut Chapter of SIRC of ICSI was conducted from 19 day February

stto 21 February, 2016 at Silver woods Resort, Kalpetta, Wayanad, Kerala on theme- “Governance - The

Watchword; CS in Limelight.”

Day One- 19/02/2016

The First day was marked by a memorable Inaugural Session with 44 Members along with their family

members' participation. Dr. K S Ravichandran, MCom, LLB, FCS, Ph D was the Chief Guest. Lighting the Lamp

Ceremony was followed by Welcome speech of Shri. Gautam R Mallaya, Vice Chairman of Calicut Chapter.

Calicut Chapter


24

February 2016

Hyderabad Chapter

th12 Residential Programme :-

thThe Twelfth Residential Program of Calicut Chapter of SIRC of ICSI was conducted from 19 day February

stto 21 February, 2016 at Silver woods Resort, Kalpetta, Wayanad, Kerala on theme- “Governance - The

Watchword; CS in Limelight.”

Day One- 19/02/2016

The First day was marked by a memorable Inaugural Session with 44 Members along with their family

members' participation. Dr. K S Ravichandran, MCom, LLB, FCS, Ph D was the Chief Guest. Lighting the

Lamp Ceremony was followed by Welcome speech of Shri. Gautam R Mallaya, Vice Chairman of Calicut

Chapter.

Annual Fellowship Meet – 2016

On 31 January 2016 Chapter has organized an Annual Fellowship Meet at Songs of Earth Resort,

Shankarpally, Hyderabad. CS Issac Raj P G, Immediate Past Chairman of the Chapter welcomed the

members and apprised about the activities of the Chapter organized during his Chairmanship in 2015. He

conveyed his sincere thanks to the colleagues in Committee, Members in general and secretariat for

extending their support in successfully organizing the programs during his Chairmanship. CS Issac Raj P G,

Chairman - 2015 introduced the Chairman and Office Bearers of the Chapter elected for 2016.

CS Mahadev Tirunagari, Chairman of the Chapter conveyed his thanks to his colleagues in the Committee for

electing him as Chairman of the Chapter for the year 2016. He briefed his vision/plan of action for the year 2016

and requested the members to extend their support as in the past. He also praised the sacrifices done by the

predecessors and further reposed confidence and stated that with this kind of support the Hyderabad Chapter

can barge to the highest echelons

CS V. Ahalada Rao, Council Member, The ICSI and other office bearers also spoke on the occasion. The

Annual Fellowship Meet followed by a cultural events / dandia dances etc., wherein members and their

families participated actively and at end of the program, As a matter of welcoming Hyderabad Chapter's new

MC Year, a Cake was incised by CS Mahadev Tirunagari, Chairman of the Chapter, CS Ahalada Rao V,

Council Member, the ICSI along with the Children and other participants.

Seminar on 'Companies Act, 2013'

Inaugural Session:

ICSI-Hyderabad Chapter organized seminar on 'Companies Act, 2013' for Commerce Faculty/ Lecturers on st

31 January, 2016 at Songs of Earth Resort, Shankarpally where in number of commerce lecturers/faculties

apart from HODs of Commerce Department from various colleges were participated.

CS M.V. Ravi Kumar, Secretary of the Chapter proposed vote of thanks.


25

February 2016

CS Mahadeve Tirunagari, Chairman of the Chapter welcomed the participants. In his welcome address he

briefed the object for organizing the seminar and emphasized the profession of Company Secretary and stated

that the Company Secretary is a multitalented professional and is going to play a vital role for the development

of the economic growth of the country. He introduced CS Ahalada Rao V Council Member, the ICSI and asked

him to address the participants.

CS Ahalada Rao V Council Member, the ICSI addressed the participants and briefed about the Institute,

profession and the opportunities for Company Secretaries both in employment and Practice etc. He also

informed about the no of Company Secretaries available on roles of the Institute, number of companies

available in India; which requires the services of the Company Secretaries and the shortage of the

professionals to meet the corporate requirements. He also emphasized upon the relevance of the Companies

Act, 2013, which requires for the updation for Commerce lecturers/faculties. He also stated that to develop the

career path of the students/younger generations, especially to choose their way in the Commerce side, the

'Gurus' who are dealing in commerce to play a vital role to guide the students in a right direction to choose their

profession, the Institute has designed this program on topics relevant to Companies Act, 2013, latest

developments in the field of Commerce; CS course and profession etc., for the benefit of the students,

lecturers, profession, the Institute particularly to the corporate.

CS Venkata Ramana, Vice Chairman, Chapter explained about the Placement Cell and separate Child portal

for Placements as maintaining by the Institute. He stated that the all the Regional Offices and its Chapters are

maintaining the placement cell for the benefit of the students & Members organizing Campus Interviews for the

benefit of its students/members.

While proposing the vote of thanks, CS Ravi Kumar M.V. Secretary of Chapter conveyed the sincere thanks to

the Institute for allowing the Chapter to organize such a innovative programe to the Commerce Lecturers. He

conveyed sincere thanks to CS Ahalada Rao V, Council Member, the ICSI for gracing the occasion and briefing

the participants about the Institute, CS Profession, opportunities etc.

He introduced the speakers to the participants and handed over the session to the speakers.

In the First Technical Session CS Sudhir Kumar P Deputy Manager, Legal and Company Secretary, M/s.

Gulbarga Power Private Limited was the speaker. In his address he has stressed on the significance of

company as a medium for doing business. He has introduced the provisions of Companies Act 2013 in the

context of ease of doing business by entrepreneurs, mandate on the part of Companies for discharging

corporate social responsibilities and the significant role of company secretaries. He has brought to the notice of

women faculties regarding the provisions for mandatory appointment of women directors on the Board of public

ltd. He also dealt with mandatory appointment of Independent Directors on the Board of applicable Public

Limited companies. He also stressed on the significance of the Secretarial Audit and its relevance to the Public

Limited companies. He has emphasized impressed upon the faculties regarding the mandatory compliance of

Secretarial Standards formulated by the Institute.


26

February 2016

The second Technical session CS Lakshmi Narayana Nalluri, a Practicing Company Secretary from

Hyderabad addressed the participants and made power point presentation on 'Implants of Companies Act'.

He informed the economic condition of the country with the help of statistics, and also explained the status of

the present Business environment of India as compared with the Global environment. He also explained about

the significance of the new Companies Act, 2013 for the commerce world. The topic runs into approaches to the

new Act, prominent influences to the new Company Law, the impact of ease of Doing Business rankings etc.

He also mentioned and emphasized that the CS, who is knowledge professional is going to play a predominant st

role in the 21 Century, which is to be considered as the Knowledge economy where the 'knowledge' will be the

future currency. He also explained about the constitution of the ICSI, the Vision and Mission statement of the

Institute and the Regulatory Framework of the Company Secretary course, the roles and responsibilities of the

Company Secretary, the strenuous efforts of the Institute to upheld the standards of Governance. He also

emphasized about Career Prospects as a 'Company Secretary' and the contribution of a CS for the Economic

Development of the country without compromising governance aspects.

CS Shujath Bin Ali, Former Chairman of the Chapter addressed the participants on over view of the Companies

Act and shared his experience as a Commerce Student and his journey as Company Secretary and explained

the role of Company Secretary in Corporates and also explained about the various career opportunities for the

Company Secretary and dispelled myths about the profession. He interacted with the participants and clarified

the queries raised by them. CS Sujat Bin Ali encouraged the Commerce Lecturers to counsel and be as Mentor

to Commerce Students to pursue Company Secretary Course and also invited them to be part of Course.

The Seminar was ended with a vote of thanks proposed by CS Ravi Kumar M.V. Secretary of Chapter wherein

he thanked all the speakers, partisans and one to one for the success of the seminar.

Student Success Meet - 2016

On 6 February 2016 Chapter has organized a Students Success Meet for Foundation passed students for

December 2015 session at Chapter Premises. CS Atul H Mehta, Immediate Past President was the Chief

Guest.

CS Mahadev Tirunagari, Chairman of the Chapter welcomed the students and congratulated for their success

in completing the beginning course i.e. CS Foundation Course and motivated the students to maintain the

same tempo to complete the CS course and to become as Members at the earliest. CS Rahul Jain, Treasurer of

the Chapter introduced CS Atul H Mehta, Immediate Past President, the ICSI and the Chief guest of the day to

the students.

hta, in his address he informed about the structure of the Company Secretary Course and about

the Institute. He conveyed his heartiest congratulations to the students for choosing the Company

Secretaryship Course and successful completion of CS start-up course in time. He also informed the

opportunities available for the Company Secretaries in India. He emphasized on the important and vital role the

CS Atul H Me


27

February 2016

CS professionals playing in building up Corporate Governance in India. He also emphasized the need of

Company Secretary to expand the horizon from Company Law to other areas of Corporate Laws like Intellectual

Property Rights, Competition Law, Labor Laws and other laws. He also stressed upon the importance of

acquiring and analyzing practical knowledge along-side the theoretical approach to professional examination o

like Company Secretary. He wished good luck to all the aspiring Company Secretaries and extended his 360

support to the students.

CS Rahul Jain, Treasurer of the Chapter proposed vote of thanks.

Research Circle Meeting on 'Comprehension about Insolvency and Bankruptcy'

On 6 February 2016 Chapter has organized a Research Circle Meeting on 'Comprehension about Insolvency

and Bankruptcy' at Ni-MSME, Yusufguda, Hyderabad. CS Ramakrishna Gupta, Secretary, The ICSI-SIRC was

the speaker for the programme.

CS Mahadev Tirunagari, Chairman of the Chapter welcomed the participants and introduced the speaker and

other dignitaries to the participants.

CS V. Ahalada Rao, Council Member, the ICSI addressed the participants and briefed the theme and concept of

the program.

CS Ramakrishna Gupta, Secretary, The ICSI-SIRC addressed the participants and made presentation on

'Comprehension about Insolvency and Bankruptcy'. In his presentation, he emphasized in detail on the

“Insolvency” and “Bankruptcy”, Existing Legal System in India, Need for the uniform Code, Essential Features of

the Code etc. He also dealt with various opportunities for Company Secretaries and other professionals and

also emphasized on Savings & Repeals.

The presentation and address of the speaker was followed by lively interaction of the audience and the speaker

clarified to various queries raised by the participants in the interactive session.

CS M.V. Ravi Kumar, Secretary of the Chapter proposed a vote of thanks.

Panel discussion on “In-depth analysis on Draft Proposals of Company Law Committee:

On 6 February 2016 Chapter has organized a Panel discussion on “In-depth analysis on Draft Proposals of

Company Law Committee” at National Institute for Micro, Small and Medium Enterprises (Ni-MSME),

Yusufguda, Hyderabad. CS Atul H Mehta, Immediate Past President, the ICSI; CS Makarand Lele, Council

Member, the ICSI; CS Anshul Kumar Jain, Practising Company Secretary - Mumbai; CS Amit Gupta, Practising

Company Secretary - Lucknow; CS Thirupal Gorige, Practising Company Secretary – Bangalore and Mr.

Amogh Diwan – Pune were the Panel speakers. CS Ahalada Rao V, Council Member has formulated and

coordinated the 'in-depth discussion on the draft proposal of Company Law Committee' wherein some members

of the Hyderabad has also participated.


28

February 2016

Apart from the above, the Chapter organised a program with members in general with the Panel on 'in-depth

discussions on the draft proposal of Company Law Committee' wherein around 25 other members in addition

to the members already present during the panel discussions. The Panel speakers in their address expressed

their views/suggestions on each Section. The members attended the program also have expressed few

suggestions which were noted by the Panel. The section wise comprehensive suggestion/comments as

suggested by the Panel and Members were compiled and send to the ICSI-HQ separately for its consideration.

Half Day Seminar on “Contemporary and emerging issues on Company Law & Intricate issues of

MCA portal process"

thOn 13 February, 2016 ICSI-Hyderabad Chapter has organized Half Day Seminar on “Contemporary and

emerging issues on Company Law & Intricate issues of MCA portal process". CS Mahadev Tirunagari,

Chairman of the Chapter while welcoming the gathering informed about the importance of the topic of the

seminar and the need to interact with regulators in order to understand the initiative undertaken by them. CS

Ahalada Rao V , Council Member, The ICSI addressed the participants and advised the participants to

interact the speakers and give their suggestions.

Sri N. Krishnamurthy, Registrar of Companies, Andhra Pradesh & Telengana who spoke on the occasion

outlined on the Central Register for Name availability and on Form INC-29. He also scope on the initiatives

taken to address the problems faced by the professionals.

CS S. Bhasakr, Infosys was the speaker. He spoke on Challenges being faced obsolescence, MCA21

project- one of the mission mode project, Software life cycle certain time is required for coding, testing and

user acceptance and The operator for MCA21 takes utmost cognizance of the questions or issues being faced

by the stakeholders.

The presentation and address of the speaker was followed by lively interaction of the audience and the

speaker clarified to various queries raised by the participants in the interactive session.

CS M.V. Ravi Kumar, Secretary of the Chapter in his concluding remarks thank the speakers and said that this

kind of interactive programs help clarifying the doubts of professionals and thereby enabling better service to

all stake holders by MCA.

Half Day Seminar on "COMPANY LAW AMENDMENTS"

On 23 February, 2016 ICSI-Hyderabad Chapter has organized a Half Day Seminar on "COMPANY LAW

AMENDMENTS" at Venkateswar Abode. CS Mahadev Tirunagari, Chairman of the Chapter welcomed the

gathering. CS Ahalada Rao V, Council Member graced the occasion and addressed the participants and

stressed on the importance of professional to understand the importance of these amendments requested

the members to give their suggestion.


29

February 2016

CA AkhilKapadiya, Director, PWC spoke on Fundamental differences between Indian GAAP and Ind AS,

Determination of control over a company, Practical experience with IndAS implementations, Practical

experience with Ind AS implementations. He also dealt with Preparing for the change and Typical full fledged

Ind AS conversion road map etc.

thCA T. Mahesh, Charted Accounts in his address he explained about draft accounting standards by MCA on 16

February, 2016, Relevant Sections in Companies Act, power of Corporate Governance to make rules,

Financial Statements, Small and Medium Company, Indian Accounting Standards. He also emphasized

Accounting standards proposed Inventories, Contingencies and events occurring after the balance sheet data

etc.

CS R. Ramakrishna Gupta, Secretary, SIRC in his address he emphasized on Draft Companies (Authorized nd

to Registered) Amendment Rules, 2016 – proposals, Draft Companies (Incorporation) 2 Amendment Rules,

2016 – proposals, Authorised to Registered, For Registration as a Company Limited by Shares: (Rule 3 (2) (a)].

He also dealt with Certificate by practicing professional and Conversion - Unlimited Co. to Limited Co. etc.

Members interacted with speakers and clarified the doubts by the speakers.

CS M.V. Ravi Kumar, Secretary of the Chapter proposed a vote of thanks.

Joint Programme on Cost Accounting Provisions as per Companies Act,2013

On 28 February, 2016 ICSI-Hyderabad Chapter has organized a Joint Programme on Cost Accounting

Provisions as per Companies Act,2013 Jointly with Institute of Accountants of India at FAPCCI. CS M.V. Ravi

Kumar, Secretary of ICSI- Hyderabad Chapter invited Guest on the dias.

CMA D. Surya Prakasam, Vice-Chairman, The Institute of Company Secretaries of India – Hyderabad

Chapter, Welcomed the gathering and informed importance of the Cost Accounting provisions . CS Mahadev

Tirunagari, Chairman of The Institute of Company Secretaries of India- Hyderabad Chapter spoke on

important provisions of the Companies Act and requested the members to interact the speaker and benefit

from his. CMA D. Zitendra Rao, Member, SIRC also spoken on the occasion.

CS Datla Hanumanta Raju, Former President, The ICSI was the speaker. In his address he spoke on

Introduction of the The new Companies Act, 2013, Class of Companies Required To Maintain Cost Records,

class of companies required to conduct cost audit, why does the company need to appoint a cost auditor and

who can be a cost auditor, appointment, remuneration of cost auditor, Company to file report on cost audit,

internal audit, Companies (auditor's report) order, 2015,internal financial control system,other matters to be

included in auditors report, offences and penalty, filing a report with C.G in respect of making the damages,

MCA circular regarding appointment of cost auditor, Submission of Cost audit Report before New

Companies Act after New Companies Act, modification in the definition of small companies, Chapter X,

Section 141(3)(g) Shall Apply with Modifications, acquisition of securities by the banking, insurance or


30

February 2016

housing finance COMPANIES. He also emphasized Chapter XI, Section 160 Shall not Apply, Right of persons

other than retiring directors to stand for directorship ,Chapter XI, Section 162 Shall not Apply, Appointment of

directors to be voted individually, Chapter XII Section 180 Shall not Apply, Restrictions on powers of Board,

Chapter XII, Section 184(2) Shall apply with the exception that the interested Director may participate in such

Meeting after disclosure of his Interest, Chapter XII, Section 185 Shall not apply to Private companies subject to

Conditions etc.,

Many Members interacted the speaker and clarified doubts raised by the speaker.

CMA K.V.N. Lavanya, Secretary, ICAI-Hyderabad Chapter proposed vote of thank

Special Lecture on Secret of Success

thICSI-Mysore Chapter arranged a special talk on “Secret of Success” on 25 January 2016 at Chapter Premises

for the CS Students. The session was addressed by Mr. Kashyap Srinivasa Prasad. He is a qualified CA & CS. th

He has secured 10 Rank on all India basis of the CS Executive Examinations during December 2013. In his

speech, he explained the ways to get success in life and as well as in the professional courses. Some of the key

points he highlighted are “Quitting the wrong mentalities, establishing the right habits, Focus on survival,

prioritize your tasks, introduce the unexpected & network like human being”.

The session was attended by the students in and around Mysore. The students were really motivated by the

session. CS Pracheta M, Secretary, Mysore Chapter delivered the thanking address to Speaker & the

participants.

th67 Republic Day Celebrations

th thICSI-Mysore Chapter has celebrated the 67 Republic Day in Chapter Premises on 26 January 2016. Chief

Guest Dr. B Sadashive Gowda, Principal, Vidyavardhaka College of Engineering hoist the national flag and

address the Students & Members. Mr. S S Ramannavar, Director, Vidyavardhaka Institutions & Secretary of

MCCI was guest of honour. CS Bhansali M C, Chairman, CS. Pracheta M, Secretary, CS. Balakrishnan V J,

Vice-Chairman, Management Committee Members & Students of Mysore Chapter were present on this

occasion.

On 31.01.2016 & 07.02.2016, Open House Session was arranged by ICSI-Mysore Chapter in the topic

Financial Statement Analysis. Ms. Vijaya Rao, Member, Mysore Chapter Managing Committee conducted the

session. The participants discussed on the basics of financial statements, ratios etc. The topic also

concentrated on the Company Secretary's role in financial statement analysis. The discussion was based on

the publication of the ICSI-Balance Sheet analysis. Students and Members of the Mysore Chapter attended

actively in the sessions.

Open House Session on Financial Statement Analysis

Mysore Chapter


31

February 2016

UMANG'16 Meeting

stThe Students Committee met on 01 February 2016 to discuss and plan the “Umang- 2016”. A preparatory

meeting on the ensuing event was attended by the students of the Executive and Foundation, who gave inputs

on the format, programmes etc for this year's programme. The Umang 2016 was decided to be scheduled on thSaturday, 26 March 2016.

Career Awareness Programme Held at Seshadripuram Degree College

On 11.02.2016, ICSI-Mysore Chapter organised a Career Counselling Programme at Seshadripuram Degree

& PU College, Mysore. Around 150 students from B. Com., & BBM attended the programme. CS Ajay Madaiah

B B, Member, Mysore Chapter explained in detail the course offered by the Institute and the criteria for eligibility

for the course, examination, requirements of training etc.

He also highlighted the importance of making the right career choice so as to be successful in life. He then

spoke about the role of a Company Secretary and importance of the profession of Company Secretary in the

changing economic scenario. Brochures containing brief details of the Company Secretaryship Course were

distributed to the participants. CS Ajay Madaiah B B also clarified the various doubts and issues that were

raised by the participants and thanked the management for providing the Institute this opportunity.

INAUGARATION OF ORAL COACHING CLASSES FOR FOUNDATION PROGRAMME – JUNE 2016

EXAMS

The Oral Coaching Class for Foundation Programme for June 2016 session was inaugurated on 25-01-2016 at

4.pm at the Mangalore Chapter office premises. 9 Students for Foundation Programme have been registered

as on date and Class are conducted daily. The oral Coaching Classes inauguration by the Chapter office

Chairman CS Narasimha Pai .

CAREER AWARENESS PROGRAMME :

th th thMangalore Chapter of SIRC of ICSI Conducted a Career Awareness Programme on dated 10 , 12 and 16 of

February, 2016 at MAPS Degree College Mangalore, Trhisha PUC College Udupi and SHRI

DHARAMSTHALA MANJUNATHESHWARE LAW COLLEGE AND CENTERE FOR POST GRADEATE

STUDIES AND RESEARCH IN LAW Manglore . CS PV RAI Chairman , ICSI Mangalore Chapter Chief Guest

and Speaker, he has to explained in Details of CS Foundation program, CS Executive Programme and CS

Professional Programme, syllabus Structure of the course, online registrations and the job opportunity after

completed the CS Course both the employment and practice. And he has to explain for the foundation &

Executive course examination patron of on line and so on, after he has completed to explanation, Chapter

office in Charge Mr. Shankar B explained the how to Registration for online mode and how to making the

payment of Registration fee for foundation and Executive and Professional. He has to explain to the Oral

Coaching Class Conducted to the ICSI Chapter office at Mangalore for the June and December Examination,

Mangalore Chapter


32

February 2016

CAREER AWARENESS PROGRAMME:

SL.NO DATE COLLEGE/INSTITUTION SPEAKERS

1 10-02-2016 MAPS DEGREE COLLEGE –

MANGALORE

P V RAI CHAIRMAN &

B SHANKAR,

EXECUTIVE ASSISTANT

2 12-02-2016 THRISHA PU COLLEGE –UDUPI B SHANKAR

EXECUTIVE ASSISTANT

3 16-02-2016 SHRI

DHARAMSTHALAMANJUNATHESHWARE

LAW COLLEGE AND CENTERE FOR

POST GRADEATE STUDIES AND

RESEARCH IN LAW MANGALORE

P V RAI CHAIRMAN & B

SHANKAR, EXECUTIVE

ASSISTANT

CAREER AWARENESS PROGRAMME: Through Counsellor

SL.NO DATE COLLEGE/INSTITUTION SPEAKERS

4 06-01-2016 Dr. N S A M PRE-UNIVERSITY

COLLEGE-NATHUR-

MANGALORE

Chandra Lekha

Counselor

Dhakshana Kanada

5 07-01-2016 GOVT. PRE-UNIVERSITY

COLLEGE- KURMAD BANTVAL

TALUK

Chandra Lekha

Counselor

Dhakshana Kanada

6 14-01-2016 GOVT. FIRST GRADE COLLEGE

SULLA DK

Chandra Lekha

Counselor

Dhakshana Kanada

7 16-01-2016 Dr. K SHIVARAM KARISTHA

GOVT. IST GRADE COLLEGE

BELLARE –SULLIA- D K

Chandra Lekha

Counselor

Dhakshana Kanada

8 12-02-2016 GOVT. FIRST GRADE COLLEGE,

HOKENARSIPURA HASSAN DIST

Thrinesh Counsellor

Hassan

9 15-02-2016 TRISHA DEGREE COLLLEGE –

KALYANPURE -UDUPI

Santhosh Prabhu

Counselor Udupi

10 25-02-2015 POORNAPRAJNA EVENING

COLLEGE UDUDI

Santhosh Prabhu

Counselor Udupi


33

February 2016Visakhapatnam ChapterCareer Awareness Programmes

3 Principal

Gowri Degree & PG College

Visakhapatnam

PRV Sivaramakrishna

Chapter In Charge

29.01.2016

4 Principal

Seicom Degree & PG

College

Kaligiri, Tirupati

CS Subbarao DV

Chairman

PRV Sivaramakrishna

20.02.2016

5 The Director

Seicom Group of Institutions

Tirupati

CS Subbarao DV

Chairman

PRV Sivaramakrishna

20.02.2016

Inauguration Session of Oral Coaching Classes

Visakhapatnam Chapter of SIRC of ICSI has organized an inaugural session of its of Oral Coaching Classes

for June 2016 examination for Executive programme students Mod-I & Mod-II on 15.02.2016 at 5.00 AM at

Chapter Premises.

CS Jagadeeswarao M Secretary of Visakhapatnam Chapter welcomed the students. In his welcome address,

he highlighted the importance of CS profession and he explained the students how to prepare for CS course.

CS D.V.Subbarao Chairman of Visakhapatnam Chapter advised the students to have a positive attitude in life.

He further advised them to the importance of interaction with faculty members.

Mr. PRV.Sivarama Krishna , Chapter In-Charge ICSI-Visakhapatnam Chapter informed the students about

the oral coaching guideline and important instructions. He further explained the students about the online

facilities provided by the institute like online study material, Practice Manuals, suggested answers, etc. OMR

based modal papers for Executive Programme and subject/topic wise weight age marks . The classes have

started Mod-II on 15.02.2016 after conclusion of the inaugural session.

ICSI Visakhapatnam Chapter Organized Half Day Seminar on Companies Act 2013 at Chapter Premises on th13 Feb 2016. CS Mohan Rao P, Ex-AGM Company Affairs RINL Visakhapatnam was the speaker of this

session. CS Jagadeeswararao M, Secretary of ICSI Visakhapatnam Chapter welcomed to all the participants

and introduced the speaker. The Speaker started with Companies Act 2013 sections and rules along with

recent changes in MCA Website, company law committee and ended with requested to participants to submit

necessary information with reference to Company Law Committee and SS1, SS2 . The session was lively

interactive and well received by the Members present and their doubts were clarified. CS Jagadeeswararao

M, Secretary of Visakhapatnam Chapter of SIRC of the ICSI proposed the vote of thanks.


34

February 2016Amaravathi ChapterthThe ICSI has been established new Chapter in the name of ICSI- Amaravati as 69

Chapter and the same has been inaugurated by Hon'ble Chief Minister of Andhra th

Pradesh Mr. Nara Chandrababu Naidu on Wednesday, 13 January, 2016 at

Vijayawada in the august presence of Dr. Kodela Siva Prasada Rao, Speaker of AP

Legislative Assembly and Mr. P. Pulla Rao, Minister for Agriculture, AP, CS. Atul H

Mehta, President ICSI, CS. Sutanu Sinha, CE & OC, ICSI, CS. V. Ahalada Rao,

Central Council Member, CS. Nagendra D. Rao, Chairman, SIRC, CS K. Srinivasa

Rao, Chairman Amaravati Chapter and other regional council members, Managing Committee Members of

Amaravati, Hyderabad and Visakhapatnam Chapters. Past Chairmen Dr. Datla Hanumantha Raju and Dr.

PVS Jagan Mohana Rao and Mr. C Sudhir Babu, Past Central Council Members have also graced the

occasion.

In addition, the occasion has been marked by ICSI – Amaravathi inaugural Symposium on Duties &

Responsibilities of Director for better Corporate Governance, Emerging role of Company Secretaries and

Companies Act, 2013 – Challenges and opportunities. At the symposium, eminent speakers will include, CS. L.

Jayaraman, CS. C. Sudhir Babu & CS D. Hanumantha Raju.

The opening ceremony has been also attended by large number of Company Secretaries and students.

The Palakkad Chapter of SIRC of the ICSI was inaugurated in a grand style on Sunday, the 28th day of February, 2016 at Surya Resmi Convention Centre, Robinson Road, Palakkad-1. The landmark event of Palakkad with respect to the profession of Company Secretaries was blessed with the august presence of the President of ICSI Mrs. CS Mamta Binani, who was welcomed by team ICSI Palakkad in the elegant Kerala style. Shri Sankaranarayanan, Ex Governor of Maharashtra, who was the chief guest of the day inaugurated Chapter and highlighted the

importance of CS profession and how Company Secretaries can play vital roles in serving the Government. Mr. M Mathews, Professor of Civil engg dept, IIT Madras was the Key note speaker, Mr. Muralidharan, General Manager of Malabar Cements Limited was the guest of honor and Hon'ble Mrs. Prameela Sasidharan, Municipal Chairperson, launched the creative quarterly e-magazine 'Corporate Synergy' of Palakkad Chapter. There was a big gathering of members, students and other delegates.

Mr. CS Ramasubramaniam C, Central Council Member, who opened the golden doors of Palakkad Chapter was the program director, ensured that the programme was carried smoothly. Mr.CS Ahalada Rao V, Jt. Programme Director and Mr. CS Sivakumar P, Chairman SIRC who was also the programme facilitator ensured that the program was conducted in the best manner. Mr. CS R.Ramakrishna Gupta, Secretary, ICSI-SIRC and Mr. CS R. Venkataramana, Vice Chairman of Hyderabad Chapter were graced the occasion with their presence. Mr. CS N N Krishnan, Chairman of Palakkad Chapter welcomed the gathering and he highlighted the initiatives taken by both members and the students forum headed by Mr. Sajith Vijay, CS Student - Professional programme. Mr.CS Neeraj Vasudevan, Vice Chairman of Palakkad Chapter introduced the chief guests to the audience and Mrs. CS Lakshmi Pradeep, the vibrant young Secretary of Palakkad Chapter gave vote of thanks.

stThe inaugural session was followed by 1 session of Professional Development Programme on Draft Company Law Amendments handled by Mr. CS R Venkataramana, Vice Chairman, Hyderabad Chapter and on 'Recommendations of Company Law Committee' handled by Mr. CS R. Ramakrishna Gupta, Secretary, SIRC. The session was informative to both students and the members.

The second session was handled by Dr. K S Ravichandran on 'Corporate Governance Aspects of SEBI (LODR) Regulations, 2015.

The technical sessions were followed by cultural evening and were concluded with National Anthem.

Palakkad Chapter

34

ICSI-SIRC eNewsletter Articles

35

February 2016

It was in 1957, after my landing in Delhi to join a Central Government job, that I got introduced to 'company

secretary' as a new profession about to start in India. I was then pursuing commerce studies along with

employment. I became inquisitive to know more about this upcoming profession in India.

Background

The inextricable links. With the inextricable links we had with the U.K., like

· a British chartered company changing its role from trade and commerce to ruling India for 258 years,

· Britain starting Congress to have friendly liason with British educated Indians,

· 18 individuals calling themselves as company secretaries in the U.K. in 1894, getting a Charter in 1902

to form a Chartered Institute of Secretaries for providing professional management services to British

joint stock companies and other bodies corporate, and

· the U.K. Companies Act, 1948 providing that every company should have a 'Secretary”

there was a clamour in Bombay, Calcutta, Delhi and elsewhere that in India too we should make a provision for

Secretary in every company.

Minister's assurance. The Government also noticed that barring a few companies which were well managed

by Managing Agents and Secretaries & Treasurers system, eg., Andrew Yule, Jardine Henderson, Balmer

Lawrie, Bird & Co., and Tata Sons , most of the companies had a hereditary system of management working

more for the owners benefit and not having any public interest at all. The then Finance Minister C.D.

Deshmukh who piloted the Bill, also felt the need to have a professionally trained cadre of company secretaries

in India too. He assured Parliament that a provision for qualified secretaries would be made after creating a

cadre of qualified company secretaries having adequate knowledge of the working of the Indian Act and Indian

business environments.

Assessment of existing Institutions. Sri D.L.Mazumdar, ICS., who I consider as the first pioneer in promoting

the profession of company secretaries in India, was the then Secretary of the newly created Department of

Company Law Administration in 1956. After assessing the two British Institutions on company secretaries

(Chartered Institute of Secretaries and Corporation of Certified Secretaries) which held their examinations in a

few metropolitan cities in India and existing two other Indian Institutions, he finally decided that a separate

Indian Institute should be started for promotion of this profession and convened an All India Conference of

Chambers of Commerce, Chartered Accountants, Lawyers and some working company secretaries to discuss

about the formation of an Institute. He stated in the conference that just as a modern Government cannot

function efficiently without a secretariat, a modern company management cannot be carried on without

having a company secretary . With that conviction he took steps to form an All India Institute of company

secretaries.

CS Subbaraman TP Former Secretary, The ICSIMy Nostalgia on CS Profession


36

February 2016Formation of Institute of Company Secretaries in 1957. Accordingly an Institute was formed and later

inaugurated in Calcutta by the late Chief Minister of West Bengal Dr. B.C.Roy. in January 1957. Dr. B.C. Roy

also vociferously stated that apart from provision of secretaries for all types of companies, the

Government as the biggest joint stock company should also engage adequate number of qualified

secretaries for Departments which deal with corporate sector. Unfortunately, the Institute had to be

dissolved within a year, due to internal trials and tribulations, soon after its formation.

GDCS Examinations by Government

The Government therefore took upon the responsibility on its own and passed a cabinet resolution on 14h April,

1960 to start a Government Diploma in Company Secretaryship, after taking steps to form an Advisory

Committee to design the syllabus, conduct examinations and arrange training before issue of the Diploma.

Registration as a student. After seeing the newsreport in 1959 that the Government would register students for

the GDCS, I and many others working in Central Governmnent registered for this professional course.

Tedious process of registration and examinations. It was a difficult process to register then for this examination.

The Diploma course had Preliminary, Intermediate and Final examinations which had to be completed in a

maximum of five years obtaining 50% individually and 60% in the aggregate for each Group. For registration

you had to make payment by treasury chalan only and get it certified in advance by an officer of the CLA and

make the payment in the RBI building Treasury counter and submit it to the CLA for getting registered. The

same tedious process had to be followed for obtaining a prospectus or for writing the examinations. Advisory

Committee members were not easily accessible for clarification and CS Examination Branch officials in the CLA

could not provide any guidance or advice on most of the issues.

Formation of Company Secretaries Students Association. Having taken an abiding interest in the profession, I

along with a few others in Delhi pursuing this course, decided to form a Students Association. We accordingly

collected the addresses of all available students from the Department and other students and approached them

for joining the Association. It was not that everyone was enthusiastic in the formation of an Association and a

few even made wry comments that it would not last long and scatter as an amla (gooseberry) bag, when

opened. We persisted in our efforts and finally started the Association in a meeting held in West Delhi. I was

elected as the founder Secretary, with D. S. Ananthanarayanan as Treasurer and ASRK Sastry, H.N.

Chaudhury, and R.Balasubramanian as Executive Committee members. Mr.K.V. Suryanaryanan was taken

as Jt. Secretary. We later approached P.L.Jaitly, Secretary, Escorts Ltd., for taking over as President and on

his recommendation B.L.Chawla, CA in Walker Chandiok & Co., as Vice President. The Association thus came

into being on 1-7-63.

(To be continued)


CS Dhanapal SPractising Company Secretary Chennai

Articles

37

LOAN TO DIRECTORS AND OTHER ENTITIES

-RECENT DEVELOPMENTS

Restriction on granting of loan to its directors by a company and other entities in which directors are interested thhas been one of the most touching issues in the Companies Act, 2013, since 12 September 2013, when

Ministry of Corporate Affairs notified 98 Sections of the Companies Act, 2013 to become effective and

applicable from that date.

Section 185 of the Companies Act, 2013 which contains provisions dealing with granting of loans & advances

and providing of guarantees and securities by a company to its directors and other entities in which directors

are interested got notified with effect from 12.09.2013. This section is applicable both to private and public

companies. This section in general prohibits a company to grant loans or advances or provide guarantees and

securities, in any manner, to its directors or other entities in which directors are interested subject to few

exceptions discussed below.

Before 12.09.2013, Section 295 of the Companies Act, 1956 was in force.

By virtue of sub-section 2 of Section 295, Private Companies, not being subsidiary of any public company,

were exempt from the applicability of this Section.

Section 295 was applicable only to Public Companies and Private Companies which were subsidiary of any

public company. Coming to public companies, let us see what was regulated:

· Advancing of any loan, and· Giving of any guarantee or providing of any security in connection with any loan

A. Company, on one side, and

B. Any one or more of the following on the other side· any director of the company· any director of the holding company· any partner or relative of director of company or holding company· any firm in which any such director or relative is a partner· any private company of which any such director is a director or member· any body corporate at a general meeting of which not less than 25% of the total voting power may be

exercised or controlled by any such director, or by two or more such directors together· any body corporate, the Board of directors, managing director or manager, whereof is accustomed to

act in accordance with the directions or instructions of the Board, or of any director or directors, of the

lending company.

SCENARIO BEFORE 12.09.2013

Applicability of Section 295 of Companies Act, 1956:

Transactions which were restricted, directly or indirectly:

Entities between which the above transactions were restricted:

This meant that Private Companies were free to lend

any sum to their directors or other related entities without any regulatory control.

February 2016


Exceptions to the above restrictions

Nature of restriction

Applicability of Section 185 of Companies Act, 2013:

Transactions which are prohibited, directly or indirectly:

Entities between which the above transactions are prohibited:

· Any loan made by a holding company to its subsidiary· Any guaranty given or security provided by a holding company in respect of any loan made to its

subsidiary· Any loan made, guarantee given or security provided by a banking company

Public Companies or Private Companies, being subsidiary of public company, were required to obtain for entering into any of the transaction between the entities as specified

above.

The Ministry of Corporate Affairs had notified 98 Sections of the Companies Act, 2013 on 12.09.2013 to become applicable from 12.09.2013. One of the 98 Sections which have become effective from that date is Section 185 which corresponds to Section 295 of the Companies Act, 1956. This means that effective, 12.09.2013, Section 295 of Companies Act, 1956 has lost its applicability and Section 185 of the Companies Act, 2013 has become applicable.

Section 185 is applicable to all kinds of Companies, i.e. to both Private and Public Companies.

· Advancing of any loan, , and· Giving of any guarantee or providing of any security in connection with any loan.

A. Company, on one side, and B. Any one or more of the following on the other side

· any director of the company· any director of the holding company· any partner or relative of director of company or holding company· any firm in which any such director or relative is a partner· any private company of which any such director is a director or member· any body corporate at a general meeting of which not less than 25% of the total voting power may be exercised or controlled by any such director, or by two or more such directors together· any body corporate, the Board of directors, managing director or manager, whereof is accustomed to act in accordance with the directions or instructions of the Board, or of any director or directors, of the lending company.

prior approval of Central Government

SCENARIO AFTER 12.09.2013

including any loan represented by a book debt

February 2016

38

ICSI-SIRC eNewsletter ArticlesPROHIBITED TRANSACTIONS

Exceptions to above prohibition:

Nature of Prohibition

· Giving of any loan to a managing or whole-time director as a part of the conditions of service extended by the company to all its employees or pursuant to any scheme approved by the members by a special resolution

· A company which in the ordinary course of its business provides loans or gives guarantees or securities for the due repayment of any loan and in respect of such loans an interest is charged at a rate not less than the bank rate declared by the Reserve Bank of India.

There is an absolute prohibition on granting of loans/guarantees/securities to directors and other entities in which directors are interested. No provision for Central Government approval has been made in the Section.

VERBATIM COMPARISON OF SECTION 295 OF COMPANIES ACT, 1956 AND SECTION 185

OF COMPANIES ACT, 2013

February 2016

39


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February 2016

ICSI-SIRC eNewsletter ArticlesFebruary 2016

41

ICSI-SIRC eNewsletter ArticlesFebruary 2016

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Section 185 of the Companies Act, 2013 has imposed a very strict restriction on corporates whereby they are completely prohibited from giving any loans to their directors or other entities in which directors are interested , barring some negligible exemptions. The applicability of this Section to Private Companies and even to transactions with subsidiary companies has made matters even worse. Though the provisions got relaxed to some extent by way of amendments in the Companies Act, 2013, still it is not completely opened up to private companies how it was originally allowed under the provisions of Section 295 of the Companies Act 1956. Therefore, let us wait and see how corporate are strictly aligning to these requirements in the days to come.

Wrap

February 2016

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February 2016

COMPLY & EXPLAIN – are you ‘tick the box’ ready

CS J SundharesanPractising Company Secretary

Bangalore


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February 2016


46

February 2016


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February 2016

Shri Karthik RanganathanTax & Corporate Lawyer

BangaloreUNION BUDGET 2016 – DIRECT TAX

The Fin Min may have just managed to win an Oscar for his Budget!

A balance between investor attraction and rural spending was the key challenge before the Government

before introducing this Budget. Huge amounts are proposed to be spent on rural and infrastructure

developments. The government is likely to spend around INR 2.21 lakh crores on infrastructure

developments. Further, government is set to spend another INR 2.70 lakh crores for pro-farmers measures by

granting funds to Gram Panchayats, etc. That apart, electrification of 18,000 villages, spending on healthcare,

specific spending on various sectors like power, oil and gas, financial sector (INR 25,000 crore on PSU

recapitalization), etc. show the endeavor of the Government in its balancing act. The total government

expenditure outlay for Financial Year (FY) 2016-17 is said to be INR 19 lakh crores. Comparing this figure with

the tax collection for FY 2015-16, the Government has almost achieved its revenue target of INR 14.50 lakh

crores. Though there is a dip in direct tax collection, the indirect tax collection has leveraged it especially, due

to higher service tax rate of 14.5%.

On whether this Budget is tax friendly, there appears to be no binary answer. Some measures are tax friendly

such as deferral of POEM, tax friendly Patent Tax regime, relief to REITs and InVITs from DDT, non-

requirement of PAN under litigious section 206AA, benefit to securitization trusts, relief to VCFs and PEs,

boost to IFSCs, start-up and MSME companies reduction in corporate tax rate, some good amendments in tax

administration like stay of tax recovery and clarity and reduction in penalty imposition, etc. However, there are

also few dampeners like additional 10% tax in addition to DDT, introduction of equalization tax as per Action

Plan 1 of BEPS which appears to be a little hurry, introduction of Country by Country reporting and Master File

reporting under BEPS Action Plan 13 leading to huge compliance cost, not giving up tax on retrospective

amendment, etc.

Given the mixed reactions to this Budget, below are the analyses of the direct tax amendments proposed in

this Budget.

DIRECT TAX AMENDMENTS

All amendments made to the Income-tax Act, 1961 (the Act) in the Finance Bill, 2016 are applicable from

Assessment Year (AY) 2017-18 unless otherwise mentioned.

INTERNATIONAL TAXATION

No giving up of tax on retrospective amendmentThe much awaited call on retro amendment seems to be partly in favor of the tax department where the

Government wants to introduce a One Time Settlement (OTS) to the companies affected by the retro

amendment to indirect transfers via Finance Act, 2012. The OTS suggests that only principal tax needs be

paid and the interest and penalty will be waived. In terms of Vodafone case, it has to pay the principal tax of

INR 11,000 crores (approx) and the 100% penalty for failure to withhold tax and interest thereon will be waived

which will be another INR 11,000 crores. It has to be seen whether Vodafone will enter into such OTS or will

pursue its legal recourse to avoid even this principal tax.


48

February 2016Dividend Distribution Tax (DDT) dampener for individuals, HUF and firms.

Currently, India follows a peculiar way of classical system of dividend taxation i.e. (tax at the company level as

corporate income tax and also in the hands of the shareholders (economically) by way of DDT) when dividends

are paid to the shareholders of an Indian company. Such dividends received were exempt in the hands of

shareholders under section 10(34) of the Act. In the name of equity, further burden is added to 'resident'

shareholders (individuals, HUFs and firms only) who receive dividends more than INR 1 million in a tax year by

way of additionally taxing them at the rate of 10% of the gross receipt. This means that there is going to be DDT

at the company level as well as additional income tax at 10% (on gross receipts) under income from other

sources. However, this additional 10% tax is not applicable to companies and non-residents.

This would very adversely affect several private limited companies in India where the shareholders are majorly

individuals. It may be noted that more than 90% of Indian companies are private limited companies. This would

compel those companies to convert into limited liability partnerships (LLP). However, again, this Budget has

saddled with additional requirements of assets test to convert a company into an LLP tax free under section 47

of the Act.

It should now be understood that declaring dividends by companies especially, private limited companies to

individual shareholders is no more attractive and other tax permissible means should be adopted.

Equalization Levy

In lines with the Base Erosion and Profit Shifting (BEPS) recommendation under Action Plan 1 by OECD that if a

non-resident does e-commerce business in another country jurisdiction through a website or if such non-

resident has significant digital presence (for example browsing by millions of users in a

jurisdiction) then there is said to be virtual permanent establishment (PE). India though not a member of OECD

but since BEPS was a measure by both OECD and G20 countries in which India is a member of the latter, has

introduced a New Chapter (Chapter VIII to Finance Act, 2016) to impose Equalization Levy (EL) on e-

commerce sector. EL levy appears to be similar to withholding tax (WHT) and will be levied at 6% on any gross

payments made by residents or by non-residents having a PE in India to non-residents if the latter non-resident

has provided specified services such as online advertisement, any provision for digital advertising space or any

other facility or service for the purpose of online advertisement or such other services as specified. This EL will

be only on Business to Business transactions and not when the payer is a Consumer.

The exemption limit is miniscule INR 100,000 i.e. the consideration paid to the non-resident should be less than

this amount in order not to trigger EL. Section 40(a)(i) of the Act will be applicable to the resident payer which

disallows the service payment expenses if this EL is not withheld and deposited to the Government in order to

compel resident payers to comply with this Chapter.

Though India is not actually fully prepared for implementation of BEPS, it appears that the Government is quick

in picking up relevant portions of BEPS which results in more tax collection.

The date of implementation of EL is yet to be notified.

www.google.com

http://www.google.com


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February 2016

Determination of consideration of Buyback of Shares

Finance Act, 2013 introduced Buyback Distribution Tax (BBDT) to tap transactions to avoid DDT. BBDT is

being imposed at the rate of 20% on the difference between the consideration paid by the company to buy

back the shares and the consideration paid by the shareholder at the time of issuance of such shares by the

company. This provision applies only to unlisted companies as listed companies' buyback are well regulated

by SEBI leaving very little scope for tax planning. Disputes arose in computing the tax base to impose 20% tax

when the shareholder did not originally purchase the shares at the time of issue rather became its owner

through other means such as merger, amalgamation, etc. Also, disputes arose whether only those buybacks

as per section 77A of the Companies Act, 1956 are covered as section 115QA itself refers only to section 77A

buybacks.

In order to clarify these issues, section 115QA of the Act is being amended such that whatever be the mode of

obtaining the shares which are being bought back by the company and regardless the consideration paid in

order to obtain those shares, BBDT will be applicable. In order to ascertain the consideration, Rules will be

shortly prescribed by the CBDT.

India to become Patent hub!

In order to retain and attract global R&D to India and in lines with Indian Tax Department's (ITD) argument that

economic ownership shall prevail over legal ownership, a new section 115BBF is being introduced to the Act

where if any R&D has happened in India for Patent and such patent is registered in India as the true and first

inventor then any royalty received by such resident patentee will be taxable only at concessional rate of 10%.

This is similar to Ireland's IPR regime. However, for the time being only patent is covered under this provision

and other IPRs are not covered as patent requires much R&D and innovation. It may be noted that if the resident receives any royalty under this regime from a jurisdiction with which India

has tax treaty which typically has 10% to 15% income taxation on royalty payments, then no further income tax

including this 10% needs to be paid in India as tax credits may be obtained under the relief from double

taxation article of the relevant tax treaty. If no tax treaty is applicable then section 91 of the Act provides similar

relief.

This amendment is in line with India's longstanding position that economic ownership shall prevail over legal

ownership especially, to discourage tax havens from attracting legal ownerships of such IPRs.

Further relief to REITs and InVITS

Though REITs and InVITs were introduced few years ago only to attract foreign investment in allowable real

estate sectors and infrastructure sectors, much has not happened. To be specific it is understood that not

even one REIT has been registered with SEBI. One of the reasons is that it did not have very tax efficient

structure since its introduction. Year over year the Government is providing tax reliefs. This year it gives

further relief in not imposing DDT on the distributions made by the Special Purpose Vehicles (SPVs) to the

REITs and InVITs which are located offshore. This makes it more tax efficient that only corporate income tax is

required to be paid by the SPVs and then only 5% in the hands of the unit holders of the REITs or InVITs under

section 194LBA i.e. investors and no further tax is suffered during the repatriation of the income.


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February 2016However, the REIT/ InVIT should hold entire 100% shareholding in the SPV and only the current year's profit

post introduction of this provision will be liable to above beneficial tax position.

This provision will come into force from June 01, 2016 i.e. income earned on or after June 01, 2016.

POEM deferred by one year

Recently, the CBDT came up with detailed guidelines as to when a foreign company will be treated as an Indian

company by applying the concept of place of effective management (POEM) introduced by Finance Act, 2015

which treats a foreign company as Indian company by residence rules. Given that several Indian corporate tax

and international tax aspects would be applicable to such companies due to shift in residence to India, the

compliance aspects and other tax payment requirements posed difficulties to such companies newly treated as

Indian companies. In order to alleviate such difficulties, the concept of POEM is deferred by one year. In the

sense, the POEM tests will be applicable only from Financial Year 2016-17 onwards. Further, the Government

may notify a transition mechanism to companies to adapt to the concept of POEM.

Relief from obtaining PAN by non-residents

Section 206AA is an anti-abuse provision by which a non-resident in order to avail lesser WHT under the tax

treaty or the Act had to obtain Permanent Account Number (PAN) in India and furnish the same to the resident

payer. Non-residents whose income is exempt under the Act or as per the tax treaty are not required to obtain

PAN. However, section 206AA posed unnecessary burden on them to obtain PAN and thereby undergoing

ITD's scrutiny. In order to alleviate the need to obtain PAN, the Finance Minister in his speech mentioned that

alternate documents may be produced as may be prescribed to avoid higher WHT at 20%.

However, one has to wait and see whether the alternate documents to be prescribed do no turn out to be more

onerous than obtaining PAN!

This shall be effective from June 01, 2016.

No MAT to FIIs/ FPIs if no PE of PoB in India

Reiterating the stand as per the September 2015 CBDT's Instruction and Finance Ministry's Press Release,

amendment has been made to the Act in the same line that FIIs and FPIs will not be liable to Minimum Alternate

Tax (MAT) if they are located in a jurisdiction with which India has a tax treaty and there is no PE as per such tax

treaty. If they are operating in a jurisdiction with which India does not have a tax treaty then such companies do

not need any registration under any law for the time being in force in India which is usually those companies

which do not have Place of Business (POB) in India as section 380 of the Companies Act, 2013 requires to

prepare profit and loss account by foreign companies which have POB in India.

Therefore, the key test is to ensure that no PE as per relevant tax treaty (as FIIs/ FPIs usually invest through tax

treaty jurisdiction to avail capital gains exemption, etc) is triggered. The PE could be fixed base PE, agency PE

or service PE as other two types of PEs are not so relevant.

This amendment comes into force retrospectively from AY 2001-02 thereby, maintaining parity between

investors investing post April 01, 2015 and prior to that.


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February 2016Benefit of lower withholding tax to Venture Capital Funds and Private Equity Funds

The VCFs (example of AIF Cat I Fund) and PE Funds (example of AIF Cat II Fund) invest through tax treaty

jurisdictions. They act as pooling vehicles to attract investments from various investors and then invest in

various sectors in India. Finance Act, 2015 introduced sections 115UB and section 194LBB in which the funds

were given a pass through status. However, when the funds made payments to the investors it has to withhold

tax at the rate of 10%. The income paid may be in the forms of interest, etc. Some of the tax treaties provide Nil

or 5% WHT on such payments. But still the investors had to suffer 10% WHT as they were not able to obtain Nil

or lesser WHT rate certificate from the concerned tax authority as section 197 does not cover 194LBB type

payments. In order to provide the tax treaty benefit an amendment is being made to section 197 of the Act to

include section 194LBB. Further, the payments by such funds will have to withhold tax at the rate of 10% in case

of resident investors and in case of non-resident investor at the rates in force which includes the tax treaty rates.

Taxation of Securitization Trusts and Investors

The taxation of securitization trusts was similar to that of Mutual Funds i.e. there is no tax in the hands of the

securitization funds and the investors but the fund has to pay additional tax at the rate of 25% and 30% as the

case may be. Now, this has been revamped where the securitization trusts are to be taxed similar to investment

funds under section 115UB (as discussed above). The securitization trust will now have to withhold tax at the

rate of 25% and 30% as the case may be which will be a tax in the hands of the investors rather than a liability of

the fund itself. The major advantage of this type of taxation is that non-resident investors will be able to claim

foreign tax credit (FTC) on such WHT which were previously not available as the tax was suffered by the fund. Further, securitization companies and reconstruction companies are included within the ambit of this regime so

that the income earned by these companies will be exempt and tax will only be on the investors. In case of non-

resident investors the rate of WHT will be as per applicable tax treaty. For this purpose, such non-resident can

obtain lower or Nil WHT certificate from concerned tax authority under section 197.

Action Plan 13 of BEPS finds place in the Act

Even when there is a debate whether India is actually prepared for the BEPS Action Plans and when whether

OECD has rushed in bringing out all its Action Plans in about two years, Action Plan 13 which deliberates on the

various details that have to be provided by Multi National Enterprises (MNEs) have been majorly incorporated in

the Act and the Income-tax Rules (the Rules). Amendment is being made to section 92D of Chapter X of the Act

which deals with documentation and information providing by MNEs which are involved in international

transactions. Some of the documentations required have been mentioned in the Act itself and others in the

Rules i.e. Rule 10D. Country by Country reporting and Master File which are the mammoth documentations

and information to be provided have been incorporated. This is necessarily going to increase huge compliance

and documentation costs to the MNEs in India. Further, how well the ITD is prepared to handle these kinds

information and their infrastructure is a concern. These amendments will be applicable only if the consolidated

revenue of the global group is more than INR 5395 crores.

These amendments shall come into force from AY 2017-18 i.e. the compliance is required from April 2016.

International Financial Services Center

IFSC is a major revenue gaining concept where entities of various sectors like banks, merchant bankers, stock exchanges, etc can set up a unit in IFSC. An IFSC is typically a unit set up in special economic zone (SEZ) and thereby, entitled for income tax exemption under section 10AA. The concept of IFSC found mention in last year's


52

February 2016

Budget and one such IFSC has been set up in Ahmedabad, Gujarat. IFSC majorly provide services to non-

residents, NRIs, residents who deal with foreign currency like entities which require ECBs, foreign exchange

to invest abroad, etc. In order to encourage banks, financial institutions, stock exchanges, etc. in setting up

units in IFSC, the Finance Bill, 2016 has provided some tax reliefs to units set up in IFSC who deal in foreign

currency.

In case of sale of securities in foreign currencies on stock exchanges set up in IFSCs the capital gains will be

exempt from taxation. The units which are set up there being tax exempt entity will be liable to MAT but at a

lower rate of 9% instead of prevailing 18.5% to other companies. Any dividends distributed by units set up in

IFSC to its shareholders will not be liable to DDT provided the unit distributing the dividend has earned solely

income in foreign currency and such income shall also not be liable to tax in the hands of the shareholders

though no DDT is paid by the unit. This amendment will be applicable from AY 2017-18 and the former two

amendments will be applicable from June 01, 2016.

The objective of these tax benefits is to make India a successful IFSC like London, New York, Singapore, etc

and to bring in as much foreign currency into the country. The amount of money transactions is also very huge

based on the data of other successful IFSCs.

Flexibility of Offshore Funds to conduct business in India

Section 9A of the Act was introduced in Finance Act, 2015 to provide relief to offshore funds which operate

through investment advisors (IA), fund manager (FM), etc in India. The FMs will not be treated as business

connection in India nor will the funds be treated as an Indian company because it has FM in India. There are

certain conditions to be fulfilled to avail this benefit. One of the conditions is that the fund should be located in

a jurisdiction with which India has tax treaty for free flow of information. However, the jurisdictions in which

these funds are situated may have residence test either as incorporation or by place of effective management

but not both. Therefore, these funds which may be managed from some other jurisdictions may lose its

residency status in such jurisdictions thereby losing the benefit under section 9A. In order to address this

concern section 9A is being amended that the benefit of section 9A will be available if such funds are set up

outside India as notified by the Government in this regard.

Further, the funds were not allowed to conduct any business activities in India to benefit under section 9A.

This created impediments as the funds may be said to have traded in shares which is business activity in itself.

Therefore, amendment is being made that such funds will be restricted from conducting certain specific

activities and will not be barred from conducting business in India either directly or through such fund

managers.

Shares of private limited company will be treated as 'security'

FIIs are liable to long term capital gains (LTCG) at concessional rate of 10% under section 115AD of the Act. In

order provide parity to FDIs (non-residents) who majorly invest in unlisted securities like the private limited

companies, section 112(1)(c) of the Act was amended in 2012 to provide concessional tax rate of 10% even to

FDIs. 'Security' was defined as per section 2(h) of the SCRA, 1956. SCRA deals only with marketable

securities. So, the benefit of 10% concessional tax rate was denied to FDIs by few courts as they invest only in

unlisted securities which are not freely marketable. In order ensure the intended benefit reaches to the FDIs

also, this section is being amended to provide 10% tax even to unlisted securities.


53

February 2016However, securities transaction tax (STT) for sale of unexercised options of listed securities has been increased

almost threefold from 0.017% to 0.05%.

Period of LTCG reduced from three years to two years

Finance Act, 2014 (interim Budget) increased the holding period of unlisted securities to three years from one

year to be treated as long term capital asset to be eligible for concessional tax rate of 10% on the sale of such

shares. Now this holding period has come down to two years from three years. Since the capital gains tax on

sale of unlisted securities has been reduced to 10%, the holding period has not been reversed to one year as a

balancing act.

Rupee Denominated Bonds

In order to widen the ambit of raising money by Indian corporates via ECB in INR, etc. the RBI allowed raising

money in Indian Rupees from outside India and the interest payments were also liable to concessional WHT

rate of 5% under section 194LD. Given the high volatility of Indian Rupee especially vis-a-vis US Dollar which

will result in higher capital gains to foreign lender at the time of redemption of the bond if the rupee appreciates

against such foreign currency, then such capital gains are exempt from taxation as per amendment proposed to

section 48 of the Act. Otherwise, such foreign gains are currently taxable under first proviso to section 48 of the

Act.

CORPORATE INCOME TAXATION

Start-up tax incentives

In order to incentivize start-up companies in India, profit linked exemption upto 100% of the profits and gains

made by such companies is proposed. This is benefit is available only to start-ups set up on or before April 01,

2019. In order to encourage people to invest in Fund of Funds which is meant to finance start-ups, new

provision section 54EE is to be introduced where any LTCG on sale of any capital asset invested in this Fund will

be exempt from LTCG with a maximum investment ceiling of INR 5 million and locked in for three years.Further, sale of residential property and invested in shares of MSME companies or if new company is set up

which qualifies as start-up will not be liable to capital gains exemption. Further, such investment can also be in

computers and software. Lesser corporate income tax for manufacturing and smaller companies

In order to incentivize small and medium enterprises, an option has been provided to manufacturing companies

to opt for 25% corporate income tax plus surcharge and cess without any profit linked deductions or to pay tax at

regular rates.

In case of companies having turnover less than INR 50 million then the corporate income tax rate is reduced to

29%. However, the promised phasing out of corporate income tax rate to all companies to 25% over four years

period is missing. Only small and medium companies said to have benefitted from the reduction in corporate

income tax rates.

Housing for All In order to promote the Government's initiative of Housing for All, any taxpayer involved in developing and

building affordable housing projects shall have 100% deduction of the profits made on such projects if such

projects are approved by competent authority on or before March 31, 2019. There are some conditions to avail

this benefit as proposed in the Finance Bill, 2016.


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February 2016

Gold Monetization Scheme

In order to promote the pet project of the Prime Minister of GMS, the interest and the transfer of the GMS

certificates will not be liable to any taxation in line with the Gold Deposit Bonds. Amendments are being made

to section 2(14) of the Act from excluding such certificates from definition of capital asset and inclusion of such

interest in section 10(15) of the Act.

Spectrum fee amortization

In order to provide clarity on expense incurred for purchase of spectrum by telecommunication companies from

the Government, a new provision is introduced in section 35ABA where the spectrum fee paid by the telecom

company will be available as amortization equally for the years for which the right to use the spectrum remains

in force. In case of sale of spectrum in between by the original holder, then in case if the sale price is less than

the remaining fee over the years then the difference shall be allowed as a deduction in the year of transfer. In

case the sale price is more than the remaining fee to be amortized then such gain will be treated as business

income in the year of transfer. In case of amalgamation, the amalgamating company shall be entitled to the

remaining benefits of the amalgamated company.

Amendment to section 50C in determining the sale consideration

The value of immovable properties usually appreciates between the date of agreement and the date of actual

sale especially if the agreement period is longer. For stamp duty purpose, the guideline value or circle rates as

on the date of sale is considered even if such value was less at the time of agreement. Section 50C of the Act

allows tax authority to consider guideline value as on date of sale even if the actual consideration received is

lesser as mentioned in the agreement. In order to provide relief from such higher taxes, an amendment

pursuant to Justice Easwar Committee is being made that in such circumstances the guideline value at the date

of agreement shall be considered and not at the time of sale. Further, the payments have to be made via

cheque or online transaction to avail this benefit.

Advance tax to be rationalizedThe advance tax payment for corporates and non-corporates will be the same with regard to the percentage of

payments and the dates to be paid in order to have greater accuracy of tax collection. This shall come into force

from June 01, 2016.

INDIVIDUAL INCOME TAXATION

Tax Rates

There are no changes in the income tax exemption slabs from last year. However, the super rich who earn

income more than INR 10 million in a year will have to pay surcharge at 15% from current 12%.

Domestic Black Money

Given that only/ at least few thousand crores were collected from individual taxpayers under the Black Money

Act, 2015, the window to pay tax on domestic undisclosed income voluntarily has been made open from June

01, 2016 to such period as may be notified. It requires such taxpayers to pay tax at the rate of 30% and 15% of

surcharge and penalty totalling to 45% overall tax on the undisclosed income to get immunity from 300%

penalty and interest thereon. Further, this disclosure will not be used for imposing wealth tax and immunity

from Benami Transactions (Prohibition) Act, 1988 will be provided. However, certain types of taxpayers are not

allowed to enter into this program on whom tax notices have already been issued, search and seizure has been

initiated, exchange of information under tax treaty has happened, covered under Black Money Act, 2015, etc.


55

February 2016TCS on purchase of luxury cars and goods and services

In order to bring under tax net of purchasers of luxury cars but who still don't pay income tax, tax collection at

source is extended on sellers who sell cars priced more than INR 1 million and goods and services more than

INR 200,000 to collect tax at 1% and deposit it to the Government.

No income from other sources on shares received during amalgamation

Firms and companies which receive shares which are more than INR 50,000 were not liable to tax under

income from other sources (IFOS) under section 56(2)(vii). Only individuals and HUFs are liable to tax under

this section if the shares received during amalgamation are more than INR 50,000 since such transactions are

not liable to tax in the hands of the transferor company under section 47 of the Act. In order to provide parity

between corporate and non-corporate entities, individuals and HUFs are also exempt from IFOS in cases of

such transactions.

Presumptive tax benefits to small professionals

An amendment is being made to allow even professionals to be eligible for presumptive tax in order to avoid

compliance burden, etc.

The tax audit threshold is increased from INR 2.5 million to INR 5 million under section 44AB of the Act.

Conversion of company into LLP

As mentioned above, in addition to DDT an additional tax at the rate of 10% is required to be paid by the

shareholders who are individuals, HUF and firms in case of declaration of dividends. Therefore, a viable option

to wriggle out of it is to convert a private limited company into an LLP. In order to have tax neutral conversion,

section 47 already imposes few conditions with regard to turnover should not exceed INR 6 million in the

preceding three years before conversion. Besides such conditions, a new condition under section 47 is

imposed where the total value of the assets of the company as per its books should not have exceeded INR 50

million in the preceding three years. This leaves scope only for small companies to convert into LLPs and large

and mid-sized companies will be unable to convert into LLPs and therefore, will have to undergo the rigors of

DDT and additional 10% tax.

TAX PROCEDURE

Dispute Resolution Scheme

In order to reduce pending cases before the Commissioner of Income-tax (Appeals) {CIT(A)] which is

approximately 300,000 in number, a Dispute Resolution Scheme (DRS) is introduced where the taxpayer who

has preferred an appeal to CIT(A) can pay the tax, interest and 25% of the penalty imposed if the tax disputed is

more than INR 1 million. Once such tax, interest and penalty are paid the appeal is deemed to be withdrawn.

E-Assessments

Recently the CBDT issued a circular that notices under the Act may be served through emails. In furtherance of

it, now the entire assessment proceedings may be through electronic mode. Once the notice is received by the

taxpayer, he can send all his written submissions through email along with the supporting documents and the

tax authority shall pass the assessment order after considering all the documents submitted. A personal

hearing may be provided to taxpayer if he/she/it insists on it.


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February 2016

Given that many a times the personal hearing is a mere formality, such a move is welcome in reducing

representational costs and time. Further, this facility is available only in select major cities.

Reverting to earlier assessment completion time limit under section 153

The time limit to complete assessment, reassessment, etc was extended by three months each to two years

and one year respectively in Finance Act, 2013 to provide more time to assessing officers. Now, since there is

digitization, the extensions provided are withdrawn and earlier assessment time limit of 21 months and nine

months for assessment and reassessment respectively is retained. Further, the giving effect order by a higher

official say for refund of taxes shall be actually given effect within three months from the date of receipt or order

as the case may be.

'Fee' to get stay of recovery proceedings

In lines with indirect tax amendments occurred last year, it is proposed in income tax this year that once the

taxpayer pays 15% of the demand notice of the assessing officer then no further recovery proceedings should

be initiated until appeal is disposed of by the superior authority. This is a welcome move as currently at least

50% is required to be paid to keep the recovery proceedings in abeyance.

Penalty provision under section 271(1)(c) of the Act

Section 271(1)(c) of the Act allows ITD to impose penalty up to 300% of the tax payable. Such huge penalty is

imposable only in case of concealment of income and not when there is furnishing of inaccurate particulars.

The penalty demand notice has to specifically mention whether the penalty is being imposed under the former

of latter as the percentage of penalty may vary. However, it is the usual practice of the ITD that they do not

specify in the notice under what circumstance the penalty is being imposed so that chances can be taken. In

order to curb such practices, it is amended that in case of under reporting the penalty shall be at 50% and in

case of misreporting the penalty shall be at 200%. What is under and mis-reporting is defined in the proposed

amendment.

This is a welcome move though imposition of penalty as high as 200% which is the highest in the world per se

is unwelcome!

Sanka IndraniCompany Secretary

Achuthan R SCompany Secretary


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February 2016

Ministry of Corporate Affairs

1. (a)Chartered Accountants Procedures of Meetings of Quality Review Board, and Terms and

Conditions of Service and Allowances of the Chairperson and Members of the Board (Amendment)

Rules, 2016

MCA Notification – February 8, 2016

Amendment to the existing 'Chartered Accountants Procedures of Meetings of Quality Review Board, and

Terms and Conditions of Service and Allowances of the Chairperson and Members of the Board Rules, 2006'

Applicability:

Quality review board constituted by the Central Government pursuant to subsection 1 of section 28 A of the

Chartered Accountants Act 1949

Crux of the Notification:

The following rule shall be inserted after Rule 9, in sub-rule (2), after clause (i) (ia),which speaks about

Allowances, in the Chartered Accountants Procedures of Meetings of Quality Review Board, and Terms and

Conditions of Service and Allowances of the Chairperson and Members of the Board Rules, 2006:da"(ib) The Chairperson and Members nominated by the Central Government to the Board, shall not undertake

any foreign tour without the prior approval of the Central Government. Whenever such a tour is proposed, the

proposal should give full justification for the tour, including its purpose, necessity and the expected outcome of

the tour for the consideration of the Central Government.

(2.) Others MCA information:

The MCA has given notice inviting comments on the following draft Rules:

- Companies (Indian Accounting Standards) Amendment Rules 2016 - Dated February 16, 2016

- Companies (Accounting Standards) Amendment Rules 2016 – Dated February 16, 2016

- Companies (Authorised to Registered) Amendment Rules 20162016 – Dated February 17, 2016

- Companies (Incorporation) Second Amendment Rules 2016– Dated February 17, 2016

- Companies (Cost Records and Audit) Amendment Rules, 2016 - Dated February 23, 2016

Regulatory Updates during February 2016From

Ministry of Corporate Affairs, Reserve Bank of India, Securities Exchange Board of India

and Ministry of Labour and Employment


58

February 2016

Reserve Bank of India and Foreign Exchange Management Act

(1)Foreign Exchange Management (Export and Import of Currency) Regulations, 2015

RBI Circular

Reference No:RBI/2015-16/310 A.P. (DIR Series) Circular No. 45/2015-16 [(1)/6(R)] dated February 4, 2016

We draw your attention to RBI Notification,bearing No. FEMA.6(R)/ 2015-RB dated December 29, 2015.

Applicability:

All Authorised Persons

Crux of the Circular:

The RBI notification specified above on Foreign Exchange Management (Export and Import of Currency) Regulations, 2015 replaces the Foreign Exchange Management (Export and Import of Currency) Regulations, 2000 and all the amendments thereto.

The major highlights of circular issued by the RBI in this regard are as follows:

A. Export and import of Indian currency and currency notes

a. Any person resident in India

Currency Coins May take currency lesser than Rs. 25,000/- (per person) outside India (other than Nepal and Bhutan)

May take or send commemorative coins not exceeding two coins each outside India (other than to Nepal and Bhutan)

a. Any person resident outside India, other than a citizen of Pakistan or Bangladesh, visiting India:

Currency Coins May take currency lesser than Rs. 25,000/- (per person) outside India (other than Nepal and Bhutan)

May bring into India currency note not exceeding 25,000/- (per person)

Currency here means: currency notes of Government of India and Reserve Bank of India notes B. Import of Foreign Exchange into India A person may send or bring currency into India in the following manner


59

February 2016Sending currency into India Bringing currency into India

May send foreign currency without any

limit.

Foreign currency in any form other than

currency notes, bank notes and travelers

cheques

May bring foreign currency from any place

into India without any limit (other than

unissued notes) subject to fulfilling the

following requirement:

- Making a declaration to the Customs authorities

- However, such declaration need not be made ifthe aggregate value of the foreign exchange

o in the form of currency notes, bank notes or travelers cheques brought by one person at any one time does not exceed US$10,000 or its equivalent

and/ or

o the aggregate value of the foreign currency brought in by a person does not exceed US$5,000 or its equivalent

C. Export of Foreign Exchange and Currency Notes

1. The authorised person is permitted to send the Indian currency acquired in the normal course of business

2. Any person may take or send currency out of India if

a. Cheques drawn on foreign currency account maintained in accordance with Foreign Exchange Management (Foreign Currency Accounts by a person resident in India) Regulations, 2000;

b. foreign exchange obtained by him by drawal from an authorized person is in accordance with the provisions of the Act or the rules or regulations or directions made or issued thereunder;

c. currency in the safes of vessels or aircrafts which has been brought into India or which has been taken on board a vessel or aircraft with the permission of the Reserve Bank;

3. Any person may take out of India ,

a. foreign exchange possessed by him is in compliance with the Foreign Exchange Management (Possession and Retention of Foreign Currency) Regulations, 2000 ;

b. any unspent foreign exchange brought back by a person into India while returning from travel abroad and is retained by him, in compliance with Foreign Exchange Management (Possession and Retention of Foreign Currency) Regulations, 2000 ;


60

February 2016

1. any person resident outside India may take out of India unspent foreign exchange not exceeding the amount brought in by him and declared in Currency Declaration Form (CDF).

D. Export and Import of currency to or from Nepal and Bhutan

- A person may take or send currency notes of Government of India and Reserve Bank of India notes (other than notes of denominations of above Rs.100 in either case) out of India to Nepal or Bhutan

- An individual travelling from India to Nepal or Bhutan can carry Reserve Bank of India currency notes of denomination Rs.500/- and/or Rs.1000/- up to a limit of Rs.25,000/- ;

Currency of Nepal or Bhutan Indian Currency

The currency of Nepal or Bhutan can

be taken or brought by a person out of

India to Nepal or Bhutan or into India

from Nepal or Bhutan

currency notes of Government of India and Reserve Bank of India notes (other than notes of denominations of above Rs.100 in either case) can be brought into India from Nepal or Bhutan

E. Prohibition on Export of Indian Coins

No person shall take or send out of India the Indian coins which are covered by the Antique and Art

Treasure Act, 1972.

(2.)Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside

India) (Amendment) Regulations, 2016

FEMA Notification:

Notification No.FEMA.361/2016-RB Dated February 15, 2016

Applicability:

To a Non Resident of India

Crux of the notification:

- Through this notification the RBI makes the following amendments to the Foreign Exchange

Management (Transfer or issue of Security by a Person Resident outside India) Regulations, 2000


61

February 2016

5 (3) A non-resident Indian or an overseas corporate body may purchase shares or convertible debentures of an Indian company – (i) on a stock exchange

under the Portfolio Investment Scheme, subject to the terms and conditions specified in Schedule 3; or/and

(ii) on non-repatriation basis other than under Portfolio Investment Scheme, subject to the terms and conditions specified in Schedule 4.

(i) A Non- Resident Indian (NRI) may acquire securities or units on a Stock Exchange in India on repatriation basis under the Portfolio Investment Scheme, subject to the terms and conditions specified in Schedule 3. (ii) A Non- Resident Indian (NRI) may acquire securities or units on a non-repatriation basis, subject to the terms and conditions specified in Schedule 4.

- Also, Schedules 3 and 4 have been replaced completely.

The other rules and schedules remain the same.

Reference to Rule

Existing Replaced with

2 (vii) (a) Non-resident Indian (NRI) shall have the meaning assigned to it in clause (iv) of Regulation 2 of the Foreign Exchange Management (Investment in Firm or Proprietary Concern in India) Regulations, 2000.

Non-Resident Indian (NRI) means an individual resident outside India who is citizen of India or is an ‘Overseas Citizen of India’ cardholder within the meaning of section 7 (A) of the Citizenship Act, 1955.”

Securities Exchange Board of India

(1.) Circular on Mutual Funds

SEBI Circular:

Circular No: SEBI/HO/IMD/DF2/CIR/P/2016/35 dated February 15, 2016

Applicability:

- All Mutual Funds/Asset Management Companies (AMCs)/Trustee Companies/Boards of Trustees of Mutual Funds

Scheme

- This scheme shall be applicable to all new schemes and fresh investments by existing schemes

- Existing mutual fund schemes to comply with the revised investment restrictions within a period of 1 year from the date of issue of this circular

- Existing close ended scheme:

o Need not comply o If the existing close ended schemes sell their investments then their fresh investments shall be

subject to the restrictions.


62

February 2016Crux of the Circular

A. Amendments to SEBI (Mutual Funds) Regulations, 1996

- Reference is drawn to the gazette notification no. SEBI/LAD-NRO/GN/2015-16/034 dated February 12, 2016 which deals with SEBI (Mutual Funds) (Amendment) Regulations, 2016.

- This circular makes amendments to SEBI (Mutual Funds) Regulations, 1996

- As per this amendment the restrictions on investments in debt instruments issued by a single issuer:

o is reduced to 10% NAV. o may be extended to 12% NAV with the prior approval of the Board of Trustees and the Board of

Asset Management Company.

B Prudential limits in sector exposure and group exposure in debt-oriented mutual fund schemes:

- Inorder to provide enhanced diversification benefit to the investor and to put the mutual funds in a better position to handle adverse credit event, the prudential limits for sectoral exposure has been revised and the prudential limits for group level exposure has been introduced.

Sectoral exposure in debt oriented mutual fund schemes:

- The exposure has been reduced to a single sector from the current 30% to 25%

- Reduction of additional exposure limits provided for HFCs in finance sector from 10% to 5% (over and above the limit of current 25%)

Group exposure

- Mutual Funds/ AMCs to ensure that:

o the total exposure of the debt schemes of mutual funds in a group shall not exceed 20% of the net assets of the scheme

o the investment limit may be extended to 25% of the net assets of the scheme with the prior approval of the Board of Trustees.

A. Half yearly report by Trustees:

- trustees to review and satisfy themselves on the level of exposure of a mutual fund and to confirm the same to SEBI in a Half yearly trustee report starting from Half Year ending March 31, 2016

(2.) Circular on Mutual Funds

SEBI Circular:

Circular No: SEBI/HO/IMD/DF2/CIR/P/2016/37 dated February 25, 2016

Applicability:

All Mutual Funds/Asset Management Companies (AMCs)/Trustee Companies/Boards of Trustees of Mutual Funds/Association of Mutual Funds in India (AMFI)

Effect of the circular:

Part A of the Circular shall come into effect from April 1, 2016, while Part B of the Circular shall be applicable with immediate effect


63

February 2016

Crux of the Circular

A. Treatment of unclaimed redemption and dividend amounts

This circular makes the following partial modifications to the SEBI circular dated November 24, 2000 on

treatment of unclaimed redemption and dividend amount.

- The unclaimed redemption and dividend amounts which are currently permitted to be deployed only in

the call money market or money market instruments shall be allowed to be investments in a separate

plan of Liquid scheme/ Money Market Mutual Fund scheme floated by Mutual Funds exclusively for

deployment of unclaimed amounts.

- AMCs shall not be permitted to charge any exit load in this plan.

- TER (Total Expense Ratio) of such plan shall be capped at 50 bps

- Mutual funds to play a very pro-active role in tracing the rightful owner of the unclaimed amounts:

a. Mutual funds to provide the list of names and addresses of the investors of the unclaimed

amounts, on their website.

b. AMFI to provide on their website the consolidated list of the investors'folios with

unclaimed amounts across the Mutual Fund Industry

c. Adequate security control measures to be put in place by the Mutual Fund/ AMFI for

collecting the proper credentials of the investors

d. The website of the Mutual Funds and AMFI to provide complete information on the

process of claiming the unclaimed amount

e. The unclaimed amount along with its prevailing value (based on income earned on

deployment of such unclaimed amount), shall be disclosed separately to the investors through

the periodic statement of accounts/ consolidated account statement sent to the investors.

- An investor who claims the unclaimed amount

f. During the period of 3 years from the due date: shall be paid initial unclaimed amount

along with the income earned on its deployment.

g. After 3 years from the due date: shall be paid initial unclaimed amount along with the

income earned on its deployment till the end of third year.

h. Investor education:the income earned on unclaimed amounts shall be used for the

purpose of investor education after 3 years from the due date of claiming the amount.

B. Distribution of Mutual Fund products

In partial modification of the above said circular, the simple and performing Mutual Fund schemes shall also

contain Retirement benefit schemes having tax benefits and Liquid schemes/ Money Market Mutual Fund

schemes.


64

February 2016

Ministry of Labour and Employment

Interim Stay on retrospective amendment of Payment of Bonus Act, 1965

This act was notified on January 1, 2016 with retrospective from 01st April 2014 and is applicable to all

Businesses covered under Payment of Bonus Act 1965.

The Karnataka Employers' Association and the United Planters' Association of Southern India (UPASI) has

filed a petition before the High Court of Karnataka and High Court of Kerala, respectively,on the retrospective

operation of the Payment of Bonus (Amendment) Act 2015.

High court of Karnataka:

The court has passed an interim order on the petition filed by the petitioner, Karnataka Employers'

Association. However, the court allowed implementation of the new Act from 2015-16 subject to final

outcome of the petition.

High court of Kerala:

The court has passed an interim order on the petition filed by the petitioner United Planters' Association of

Southern India (UPASI),stating the amendment to the extent it gives retrospective effect from April 1, 2014 is

hereby stayed, pending disposal of the writ petition.

COMPANY SECRETARIES BENEVOLENT FUND

The Company Secretaries Benevolent Fund (CSBF) provides safety net to company secretaries who are members of the Fund and their family members in distress. CSBF

Registered under the Societies Registration Act, 1860 Recognised under Section 12A of the Income Tax Act, 1961 Subscription / Contribution to Fund qualifies for the deduction under section 80G

of the Income Tax Act, 1961 Has a membership of about 10,000

Eligibility A member of the Institute of Company Secretaries of India is eligible for the membership of the CSBF. How to join

By making an application in Form A (available at www.icsi.edu/csbf) along with one time subscription of Rs.7,500/-.

One can submit Form A and also the subscription amount of Rs.7500 ONLINE through Institute’s web portal: www.icsi.in. Alternatively, he can submit Form A, along with a Demand Draft or Cheque for Rs.7500 drawn in favour of ‘Company Secretaries Benevolent Fund’, at any of the Offices of the Institute/ Regional Offices/Chapters.

Benefits Rs.5,00,000 in the event of death of a member under the age of 60 years Rs.2,00,000 in the event of death of a member above the age of 60 years Rs.40,000 per child (upto two children) for education of minor children of a

deceased member Rs.60,000 for medical expenses Limited benefits for company secretaries who are not members of the CSBF

Contact For further information/ clarification, please write at email id [email protected] or contact Ms. Anita Mehra, Desk Officer on telephone no. 011-45341049.

For more details please visit www.icsi.edu/csbf

ICSI-SIRC eNewsletter Announcement for Members

65

February 2016


66

February 2016CORPORATE MEMBERSHIP SCHEME (2016-2017)

Corporate Membership scheme of the ICSI-SIRC is in vogue over a decade. Corporate laws are undergoing constant change and every professional is required to continuously update himself. Based on the feedback, from the Members, we have designed the professional development programs on the latest developments. In the past, Corporate Membership Scheme received your tremendous response and we are confident that this year also it will receive your whole hearted support. For the first time the Multiple Corporate membership scheme and also a scheme to attend the meetings conducted by Chennai South, Chennai West and Chennai North Study Circles of ICSI- SIRC for the benefit of members in employment and in practice.

ProgramsDuring the year 2015, more than 25 half day and full day paid programs were conducted, apart from the Regional Conference, PCS Conference and Joint Seminars and Study Circle Meetings. Corporate members are exempt from payment of fee for all Professional Development programs and concessional fee for Regional Conference & PCS Conference. During the year 2016, we have planned to organize greater number of programs and the corporate members are exempt/ eligible for Concessional payment of delegate fee for the following category of programs:

Ø All paid programs in the nature of seminars (Half day and one day programs)

Ø Concessional Delegate Fee for the Regional Conference and Regional Conference for practicing Company Secretaries

Key takeaways Corporate members will

ü have opportunity to attend all the programsü receive background materials circulated at the programsü benefit from networking and knowledge sharing among co-professionalsü get the PPT shared by the Faculty.ü obtain the prescribed PCH on attending the programmes.ü Keep updated & abreast of the latest developments.

Other benefits Ø Nominate any other employee from their organization to attendØ One time payment/approval for attending specified programs

Enrolment

Fee

Option -A Rs.10000 [inclusive of ST] –Single member can attend Meetings held @ SIRO

Option –B Rs.13000 [inclusive of ST] –Single member can attend Meetings held @ SIRO & Meetings of South, West & North & The Murugappa Study Circles

Option –C Rs.20000 [inclusive of ST] – Upto 3 members from Same Company or PCS Firm can attend programs held @ SIRO

Option –D Rs.25000 [inclusive of ST] – Upto 3 members from Same Company or PCS Firm can attend programs held @ SIRO & meetings of Chennai South, West, North & The Murugappa Study Circles

Validity 01.04.2016 to 31.03.2017

Mode of payment Cash/Cheque/Online transfer

By way of Cheque/DD Drawn in favor of SIRC of the ICSI By online Transfer

Account No. 04921110000013 HDFC Bank RTGS/NEFT IFSC –HDFC0000492

Enrolment Enclosed form to be filled up & sent along with the payment details; Kindly mention the Option you choose (A/ B/ C/D) and please make the payment accordingly


67

February 2016

REGISTRATION FORM FOR CORPORATE MEMBERSHIP SCHEME: 2016-17

Corporate Membership No [for office use]

The Institute of Company Secretaries of India Southern India Regional Council ICSI-SIRC House, No.9 Wheat Crofts Road Nungambakkam,Chennai 600 034 Dear Sir/Madam, Please register the following person/organization as member under Corporate Membership Scheme of the Southern India Regional Council of The Institute of Company Secretaries of India for the period of one year from 1st April, 2016 to 31st March , 2017. The particulars are as under: Name of Applicant :

Multiple Membership/Single Rs.25000/Rs.20000/Rs.13000/Rs.10000

FCS/ACS No.(if any) : CP No :

CSBF No.

Designation :

Name of the Organization

Address of the Organization :

Contact Details: Ph No Off: :

Residence :

Mobile :

Email ID (1) :

Email ID (2) :

Payment Details: Amount : Rs.

Cash/Cheque/DD No. :

Dt. :

Drawn on :

Yours faithfully,

Date :

Place :

seal Sponsoring Authority / Delegate

ICSI-SIRC eNewsletter Announcement for Students

68

Students Programme

The SIRC of the ICSI organized students programme on “Corporate Social Responsibility” and “Secretarial thAudit” on 13 February, 2016 at “ICSI-SIRC House”, Chennai.

SIRC of the ICSI organised students meet with the President, The ICSI on 20th February, 2016 at “ICSI-SIRC

House”, Chennai. CS A. Mohankumar, Treasurer, ICSI-SIRC welcomed the dignitaries. CS P.Sivakumar,

Chairman, ICSI-SIRC introduced the President, The ICSI to the students. CS Mamta Binani, President, The

ICSI while addressing the students spoke on the various initiatives taken by the ICSI for the development and

benefit of the Students. She also explained about preparation of examination, subjects in new syllabus and

training requirements, etc., CS C Ramasubramaniam, Council Member, The ICSI also spoke on the

occasion and interacted with the students.

The students interacted with the dignitaries in enthusiastic manner.

President, The ICSI interaction with the Students:

Commencement of Oral Coaching Classes:

Stage Date of Commencement

Fee

Professional Programme All Modules: Week-end Classes for June 2016 examination

05.03.2016 Rs.6100 per module

Executive Programme – Module-I Morning Batch for December 2016 examination

25.04.2016 Rs.6100

Executive Programme – Module-II Evening Batch for December 2016 examination

25.04.2016 Rs.5600

Foundation Programme Morning Batch for December 2016 examination

11.07.2016 Rs.5100

Foundation Programme Evening Batch for December 2016 examination

11.07.2016 Rs.5100

February 2016

Documents

Issue No.2 February 2016 FROM THE CHAIRMAN SIRC … eb2016.pdfShri K Sankaranarayanan, Hon'ble Ex-Governor of Maharashtra was ... Mr M Mathews, Professor of Civil Engineering Department,