E Newsletter CS G Series April2012

User Manual: CS-G series

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Chairman
Marthi.S.S.
Vice-Chairman
C Dwarakanath
Secretary
Dr.Baiju Ramachandran
Treasurer
Nagendra D Rao
Members
Gopalakrishna Hegde [Ex-Officio]
K. Ramasamy
C. Ramasubramaniam
Dr. B. Ravi
R. Sridharan [Ex-Officio]
C.Sudhir Babu [Ex-Officio]
A.Visweswara Rao
K.Pandian [Co-opted]
Ashok Thakkar [Co-opted]
Chairman cum Editor
Dr. Baiju Ramachandran
Members
M.Alagar
Malathi Mohan (Ms.)
Marthi.S.S.
ICSI-SIRC HOUSE, New No.9, Wheat Crofts Rd, Nungambakkam, Chennai-34
Ph: 044 – 2827 9898 ; 28268685 ; Fax : 2826 8685, Email : siro@icsi.edu
IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of Parliament
THE INSTITUTE OF
Company Secretaries of India
April 2012 Issue No.4
www.icsi.edu/siro
SOUTHERN INDIA REGIONAL COUNCIL
NEWS LETTER COMMITTEE
FROM THE CHAIRMAN
T
INTANGIBLE and achieves the IMPOSSIBLE
he Positive Thinker sees the INVISIBLE, feels the
.
Dear Professional Colleagues,
Kudos to Sachin Tendulkar for being the First Sports person to
be nominated to the Rajya Sabha, thus creating another
milestone in the history of our country.
It was indeed a great relief for lot of corporates and the
markets, investors, and citizens of the country due to the roll
back measures announced by the Hon'ble Finance Minister :
i). General Anti Avoidance Rules (GAAR) deferred for
one year.
ii) Long term capital gains tax on private equity cut from
20% to 10%
iii) Withholding tax on foreign borrowing cut to 5%
iv) 1% excise duty on unbranded jewellery to be withdrawn
v) 1% TDS on property transactions withdrawn
th
On 6 April 2012, I had the pleasure of visiting the Bangalore
Chapter to represent the ICSI-SIRC at the Interaction meeting
organized with the President, Vice-President, Secretary &
CEO, The ICSI. The interaction also provided me an
opportunity to meet and share my views on professional
SIRC e-NEWS LETTER April 2012
2
matters with professionals in Bangalore. It was also indeed my pleasure to be present at the ceremony
of signing of the MOU between ICSI and others viz., Direct Taxes Regional Training Institute, Bangalore
Stock Exchange, and Alliance University. Ms Jahanzeb Akhtar, IRS, Commissioner of Income Tax,
Head of the Direct Taxes Regional Training Institute, with her address stole the hearts of all the audience
present there. Her grit, determination, and passion towards the development of the Institute gave all of
us lot of inputs.
The ICSI observed the Capital Market Week from April 23-28, 2012 and organized programmes in
th
different locations in the country.. As part of the celebrations a seminar was organized on 25 April
2012 'Capital Markets – Growth Drivers', in Chennai.. The Seminar was well attended where lot of new
ideas and thought processes had emerged at the various technical sessions. The detailed
proceedings of the Seminar are appearing elsewhere in this eNewsletter.
It was happy to note that several chapters in the Region participated enthusiastically by organizing
series of programmes including Investor Awareness Programmes during the capital market week. I
could participate personally in some of the programmes out of which one was a live programme on
Doordarshan – Saptagiri Channel, where CS G Raghu Babu and me along with a market analyst Mr
Kutumba Rao were interviewed on the issues pertaining to the investors. I am happy to share that it was
a great opportunity to share our views and also speak about our Institute and the profession.
During the month of May, the ICSI-SIRC will be organizing a variety of programmes for Members.
I request the Members to fully utilize the opportunity and attend the programmes for enriching their
knowledge.
The ICSI-SIRC invites suggestions from the Members for organizing programmes on professional
interest and also suggest topics for various programmes and Seminars. I wish to thank the Members for
their continued support and co-operation for every program organized by ICSI-SIRC whether held at
Chennai or other Chapters in SIRC.
Annual Membership fee for the year 2012-2013 is accepted from Members from 1.4.2012 and the last date for
the payment of Membership fee is 30.6.2012. I request the Members to make use of the online facility for
paying the Membership fee.
th
I have pleasure in informing you that the ICSI-SIRC is organizing its 37 Regional Conference for Members.
The dates and venue of the Regional Conference will be intimated to you shortly. Myself and my colleagues on
the Regional Council are deliberating on the theme and the various technical sessions for the Regional
Conference and are also trying to invite eloquent and enlightened speakers for the Regional Conference to
provide an intellectual feast. We are also deliberating on making the Conference arrangements for the
comfortable and professional enlightenment of the delegates for the two days. I invite all of you to attend the
Conference and enjoy the fellowship and the networking of professionals.
I invite Members to enroll under the Corporate Membership Scheme for the year 2012-2013 for attending the
programmes of ICSI-SIRC at a nominal Membership fee of Rs.6000/- and enrich your knowledge and also
secure Programme Credit Hours.
CSBF Life membership subscription is Rs.7,500/- w.e.f.1.4.2012 and the coverage will be Rs.5
lakhs. Kindly enroll yourself as a member of the CSBF at the earliest and oblige. for detailed
information, please see this link
With warm regards,
Yours Sincerely,
CS MARTHI.S.S.
spcspl@gmail.com
http://www.icsi.edu/Member/MemberBenevolentFund.aspx
SIRC e-NEWS LETTER April 2012SIRC e-NEWS LETTER
CONTENTS
Chairman's Message 1
ROC Column 4
Service Tax Updates 6
Article 7
SIRC Activity Report 26
Chapter Activity Report 31
Announcements for Members & 55
Students
3
Registrar of Companies
Chennai, Tamilnadu
ROC’s Column
Shri. Henry Richard
4
SIRC e-NEWS LETTER April 2012
Compliance status of the Indian Corporate
Sector to be improved
The Thrust of enhanced compliance among the companies in the corporate sector has been carried
forward by the Ministry of Corporate Affairs by imposing prohibition on filing of event based returns in the
case of defaulting companies and by bringing in a Scheme known as Fast Track Exit Scheme 2011 as a
remedial measure for easy exit of defunct companies which have not filed returns with ROC for several
years. The multi pronged objective of the Ministry is to improve the compliance status of Corporate Sector
to a level which is comparable to other developed countries. It is common knowledge that the compliance
rate in countries like Singapore, Australia, New Zealand, UK., etc., are much above 90%. Whereas the
compliance rate in Chennai is just about 58%. Even in the case of filing of Financial Statement by large
sized companies, for whom XBRL is mandatory, have not promptly filed Form 23AC (XBRL) and Form
23ACA (XBRL) for the financial year 2010-11. As many as about 900 such companies have defaulted and
Default Notices have been issued to such companies prevailing upon them to comply failing which this
office would have no other option except to initiate prosecution proceedings in the Judicial First Class
Magistrate Court. This deplorable state has been a serious concern for the Ministry. The Ministry has
attempted to tackle this problem in the following manner:-
Firstly, the Ministry has introduced the concept of “Dormant Company”. Any company which has not filed
the Balance Sheets and Annual Returns for a continuous period of three years are placed in a separate
basket designated as Dormant Companies”. Such companies are prohibited from filing any return. The
DIN of the Directors of such companies would also be deactivated. However, such companies can become
active by filing the Form 61 for regularization of the company and thereafter proceed to update the filing of
Annual Returns and Balance Sheets which will bring the company under “Active Company” category.
Secondly, the companies though not declared as dormant but have defaulted in filing one or two returns are
categorized as “Defaulting Companies”. The list of such defaulting companies and their directors are
ROC’s Column
5
SIRC e-NEWS LETTER April 2012
posted on Ministry's website . Such defaulting companies and its directors are also not
permitted to file any return through MCA Portal until the default is made good. Such companies and
directors should take immediate steps to update the filing position and thereafter take steps to get their
names and that of the company removed from the defaulting list.
Thirdly, the Ministry has come out with a special scheme known as “Fast Track Exit Scheme 2011” under
which the defaulting companies or the dormant companies which have no intention to continue their
business can avail this scheme and get the company struck off under Section 560 of the Companies Act,
1956. This special scheme was launched from July 2011 and kept open permanently. The predominant
benefit of this scheme is that the defaulting or dormant companies need not update their filing position. In
other words, the company is not required to file overdue Balance Sheets and Annual Returns but a
Statement of Account has to be made showing the current status of assets and liabilities duly certified by a
Chartered Accountant. Moreover, the directors of such companies need not have DIN or Digital Key for the
purpose of filing the application in the prescribed form. In such cases, the e-application will be filed by the
Professional using his digital key supported by the physical documents executed by the directors such as,
the physical FTE application, Affidavit on stamp paper, and Indemnity Bond on Stamp paper and Statement
of Account duly signed by the directors accompanied by the Board Resolution. If new directors are co-opted
for the purpose of quorum on the Board of Directors, it is not necessary to file Form 32 with ROC but such
appointment of Director shall be certified by the professional. This exist route for dormant or defaulting
companies is truly easy, simple and fast.
The above measures taken by the Ministry to weed out the dormant and defaulting companies or
alternatively persuade them to update the filing position are the best possible measures which the
Regulator could take.
This golden opportunity should be availed by the companies. The Professionals who are advising the
companies must prevail upon such companies not to let go this opportunity so as to achieve the laudable
objective of the Ministry of Corporate Affairs. The detailed list of such defaulting companies are available in
the website of the Ministry of Corporate Affairs for public view so that all the concerned can take appropriate
measures for remedial action. The companies and professional friends must work hand in hand to improve
the compliance status of the Indian Corporate Sector and make it as good as that prevailing in other
developed countries.
www.mca.gov.in
Service Tax Updates
CS.K.K.Rao
K.K.Rao & Associates
Hyderabad
SIRC e-NEWS LETTER April 2012
6
Clarification on the market fee/mandi shulk collected by the Agricultural
Producing Marketing Committee
· Department circular no.157/8 /2012-ST dt. 27.4.2012 clarifies exemption from levy of service tax on
the market fee/mandi shulk collected by the Agricultural Producing Marketing Committee (APMC)
for providing among other things facilities like roads, drinking water, weighing machines, storage
places, street lights, etc. in the market area. The APMC cannot be said to be rendering 'business
support service' to the licensees and 'Market fee' is not in the nature of consideration for such
Business Support Service. The circular classified the services provided by the APMC falling under
the Business Auxiliary Service and since covered under the notification no. 14/2004-ST for being
qualified for exemption, stands exempted and no service tax can be levied thereon.
· Government had constituted a committee to review and suggest to (a) evolve a scientific approach
for the fixation of rates in the schedule of rates for service tax refund; and (b) propose a revised
schedule of rates for service tax refund, taking into account the revision of rate of service tax from
10% to 12% and also movement towards 'Negative List' approach to taxation of services. Public at
large or interested groups or professionals are expected to send their views/suggestions for being
considered by the Committee before 20.6.2012 at the e-mail address: .feedbackonestr@gmail.com
ECB - Liberalisation
CS.M.Alagar
Director
Genicon Business Solutions Pvt Ltd
Mylapore, Chennai
SIRC e-NEWS LETTER April 2012
7
As many of you are aware that the Finance Minister made an announcement in the Union Budget for the Year
2012-13 with regard to liberalization in accessing foreign loan capital by infrastructure and aviation sectors.
In view of the announcements made in the Union Budget for the Year 2012-13, the RBI has liberalized ECB
guidelines especially for infrastructure sector.
Gist of liberalization:
Enhancement of Refinancing limit for Power Sector
Vide APDIR Circular No.25 dated September 23, 2011 the Indian Companies in infrastructure space was
permitted to utilize 25% of fresh ECB raised by the Company for repayment of rupee loan under approval
Route.
Keeping in mind the present situation of power sector, Indian companies in the power sector will be now
allowed to utilise 40 per cent of the fresh ECB raised towards refinancing of the Rupee loan/s availed by
them from the domestic banking system, under the approval route, subject to the condition that at least 60
per cent of the fresh ECB proposed to be raised should be utilised for fresh capital expenditure for
infrastructure project(s).
Source: APDIR Circular No.111 dated April 20, 2012.
ECB for Maintenance and Operation of Toll systems for Roads and Highways
ECBs would also be allowed for capital expenditure under the automatic route for the purpose of
maintenance and operation of toll systems for roads and highways.
Source: APDIR Circular No.111 dated April 20, 2012.
Refinancing / Rescheduling of ECB
As per present ECB policy, existing ECB may be refinanced by raising a fresh ECB subject to the condition
that the fresh ECB is raised at a lower all-in-cost.
ECB - Liberalisation
ECB - Liberalisation
SIRC e-NEWS LETTER April 2012
8
On a review, it has been decided that the borrowers desirous of refinancing an existing ECB can raise fresh
ECB at a higher all-in-cost / reschedule an existing ECB at a higher all-in-cost under the approval route
subject to the condition that the enhanced all-in-cost does not exceed the all-in-cost ceiling
prescribed as per the extant guidelines.
Source: APDIR Circular No.112 dated April 20, 2012.
ECB for working capital - Civil Aviation Sector
As per existing Policy, the Company cannot utilize proceeds of ECB for working capital requirement.
Keeping in view of the announcement made in the Union Budget for the Year 2012-13 and present crisis in
Civil Aviation Sector, it has been decided to allow ECB for working capital as a permissible end-use for the
civil aviation sector, under the approval route, subject to the following conditions:
i. Airline companies registered under the Companies Act, 1956 and possessing scheduled operator
permit license from DGCA for passenger transportation.
ii. ECB will be allowed to the airline companies based on the cash flow, foreign exchange earnings
and its capability to service the debt.
iii. The ECB for working capital should be raised within 12 months from the date of issue of the
circular.
iv. Minimum average maturity period of three years; and
v. The overall ECB ceiling for the entire civil aviation sector would be USD one billion and the
maximum permissible ECB that can be availed by an individual airline company will be USD 300
million. This limit can be utilized for working capital as well as refinancing of the outstanding
working capital Rupee loan(s) availed of from the domestic banking system. Airline companies
desirous of availing of such ECBs for refinancing their working capital Rupee loans may submit the
necessary certification from the domestic lender/s regarding the outstanding Rupee loan/s.
ECB availed for working capital/refinancing of working capital as above will not be allowed to be rolled over.
The application for such ECB should be accompanied by a certificate from a chartered accountant
confirming the requirement of the working capital loan and the projected foreign exchange cash
flows/earnings which would be used for servicing the loan. Authorised Dealer should ensure that the
foreign exchange for repayment of ECB is not accessed from Indian markets and the liability is
extinguished only out of the foreign exchange earnings of the borrowing company.
Source: APDIR Circular No.113 dated April 24, 2012.
CS Dhanapal S
Sr. Partner
S. Dhanapal & Associates
Chennai
SIRC e-NEWS LETTER April 2012
9
CLASSIFICATION OF COMPANIES UNDER COMPANIES ACT, 1956
BASIS OF
CLASSIFICATION
ON THE BASIS OF
INCORPORATION
ON THE BASIS OF
LIABILITY
ON THE
BASIS OF
CONTROL
ON THE
BASIS OF
OWNERSHIP
TYPES OF
COMPANIES
Statutory
Companies
Limited Liability
Holding
Company
Government
Limited
by
shares
Limited by
Guarantee
Registered
Companies
Unlimited Liability
Subsidiary
Company
Non
Government
CLASSIFICATION OF COMPANIES UNDER COMPANIES BILL, 2011
BASIS OF
CLASSIFICATION
ON THE BASIS OF
INCORPO RATION
ON THE BASIS
OF LIABILITY
ON THE
BASIS OF
NUMBER
OF
MEMBERS
ON THE
BASIS OF
CONTROL
ON THE
BASIS OF
OWNERSHIP
ON THE
BASIS OF
OPERATION
TYPES OF
COMPANIES
Statutory
Companies
Limited Liability
Private
Company
Holding
Company
Government
Dormant
Company
Limited
by
shares
Limited by
Guarantee
One Person
Company
Registered
Companies
Unlimited Liability
Small
Company
Subsidiary
Company
Non
Government
Inactive
Company
Public
Company
HIGHLIGHTS ON COMPANIES BILL, 2011
SIRC e-NEWS LETTER April 2012
10
BACKGROUND OF COMPANIES BILL, 2011
Comparative Structure Of Companies Act 1956 And Companies Bill 2011
Some New Concepts Under Companies Bill, 2011
rd
·Companies Bill 2008 was introduced on 23 October 2008 in the Lok Sabha to replace existing
companies Act, 1956.
rd
·Companies Bill 2009 was reintroduced on 3 August 2009 with some modifications and the same
was referred to Standing Committee On Finance (SCF) for further process.
st
·On 31 August 2010, Report of SCF on Companies Bill, 2009 was placed in Lok Sabha.
Except One Person Company, private company limits number of members to two hundred.
Can be incorporated only as a private company. Word “One Person Company” should be
mentioned below the name of the company.
It cannot be a public Company; Holding or Subsidiary, Company registered under section 8 or body
corporate governed any special act. Paid-Up capital does not exceed Rs.50,00,000/-
A Company formed and registered under the act for a future project (or) to hold an asset or
intellectual property and has no accounting transaction can be called as “Dormant Company”
When a company does not carry on any business, has not made any accounting transactions and
has not filed returns with the ROC for the last two years will come under the category of “Inactive
Company”
ØPrivate Company [2(68)]
ØOne Person Company [2(62)]
ØSmall Company [2(85)]
ØDormant Company [455]
ØInactive Company
COMPANIES ACT, 1956
COMPANIES BILL 2011
13 Parts
More than 750 sections
15 Schedules
29 Chapters
470 Clauses
7 Schedules
HIGHLIGHTS ON COMPANIES BILL, 2011
11
SIRC e-NEWS LETTER April 2012
Some Important Amendments Made By Companies Bill, 2011
xCommencement of Business - Provision removed under Companies Bill 2011.
üIntroduction of E-governance - Maintenance and inspection of all forms of documents in electronic
form.
üKey Managerial Personnel - CEO or the MD or the manager, Company Secretary, CFO, if the Board of
Directors appoints
üMinimum Period of stay by any one director in India - Minimum stay in India for 182 days in the
previous calendar year.
üDirectors - Mandatory Appointment of Independent Director in listed companies. Nominee director
shall not be deemed to be an independent director. Independent directors shall hold office up to two
consecutive terms. One Term - 5 Consecutive years.
üWoman Director - Mandatory appointment of at least one woman director in the prescribed class or
classes of companies.
üCorporate Social Responsibility - Corporate Social Responsibility Committee board consisting of
three or more directors is mandatory for the company who's Net Worth, Turnover and Net Profit is
more than prescribed limits.
üSecretarial Audit - A Secretarial Audit Report is required to be annexed with the Board's report for
every Listed Company and the company belonging to other class of companies as may be
prescribed by the central government from time to time.
xBuy Back of Shares - No buy-back of share is allowed within the period of one year from the last buy-back
irrespective of whether it is buy back by board approval or shareholders approval.
xDeclaration of Interim Dividend - In the Companies Act, 1956 there was no restriction on declaring
dividend or interim dividend however the Companies bill has laid down various restrictions towards
declaration of dividend such as declaration of dividend out of the surplus amount in the profit and loss
account etc.
üSecretarial Standards - Introduction of Secretarial standards in the Companies' bill 2011 which was not
prevailing in the Companies Act, 1956.
üRegistered Valuers - In Companies Act 1956 there was no provision regarding registered valuers but in
case of companies bill 2011 valuation for any property, stocks, shares, debentures, securities or goodwill
shall be done by a registered valuer.
xWinding up - Certain criteria for winding-up included in the companies act, 1956 was deleted such as
members falling below the minimum number of members, non-commencement of business within one year
and additional ground like conducting the affairs of the business in fraudulent manners etc.
xStatutory Auditors - In case of companies act 1956 there was no restriction on re-appointment of auditor
but in case of Companies bill 2011, no individual can be an auditor for more than one term of five
consecutive years.
üDuplicate Share Certificates - If a company with intent to defraud, issues a duplicate certificate of shares,
the company shall be punishable with fine which shall not be less than five times the face value of the
shares involved in the issue of the duplicate certificate but which may extend to ten times the face value of
such shares or `10 crore whichever is higher. Stringent penalties have also been imposed for defaulting
officers of the company.
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SIRC e-NEWS LETTER April 20122
xIssue of Shares at a discount - Under Companies bill 2011 a company cannot issue share at a
discount, any share issued by a company at a discounted price shall be void.
xInvestor Protection - Tighter rules are introduced for the purpose of acceptance of deposits and also
provided that the Central Government has the power to prescribe class or classes of companies
which shall not be permitted to allow use of proxies.
üRegistration of Charges - The specific list of cases in which it was necessary to register the charge,
as provided by in the Companies Act 1956, has been dispensed with and now all types of charge
would be required to be registered.
üRegistration Offices - Any document or returns required to be filed under this Bill, if not filed within
prescribed time, has to be filed within period of 270 days on payment of such additional fees as may
be prescribed.
üAnnual Return - Annual return of the company should provide particulars as on the date of closure of
the financial year, the extract of Annual return should form part of the Board's Report and should be
filed within thirty days from the date of AGM.
üEstablishment of SFIO - The Central Government has the power to establish “SERIOUS FRAUD
INVESTIGATION OFFICE” to investigate frauds relating to a Company.
üPunishment in Case of Repeated Default - An offence punishable with fine or imprisonment is
repeated for second or subsequent occasions within a period of 3 years, the company and every
officer in default shall be punishable with twice the amount of fine in addition to imprisonment.
üMaximum Number of members in AOPor Partnerships - Number of persons in any association or
partnership shall not exceed 100; this restriction is not applicable to association or partnership
formed by professionals.
üPenalty for PCS - Fine of Rs.50,000/- to Rs.5,00,000/- shall be imposed on PCS for wrongly certifying
Annual Return.
üChange in Promoters' stake - Every listed company shall file a return in the prescribed form with the
registrar with respect to change in the number of shares held by promoters and top ten
shareholders of the company within 15 days of such change.
üAlteration of Articles - Every alteration in the articles shall be filed within 15 days from the date of
alteration; however there is no stipulated period for the Registrar to register the alteration in the
articles. This provision was introduced mainly to speed up the registration of altered articles much
quicker.
üExemption to certain companies - The central government may by notification from time to time
direct that any of the provisions of the act shall not apply or shall apply with modifications,
exceptions and adaptations as may be specified, to any class or class of companies.
Having introduced the Bill in Parliament in December 2011, the government cannot pull it out unless
it gets leave of the House to withdraw it. The Bill has neither been withdrawn nor pressed for passage.
Wrapping up
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SIRC e-NEWS LETTER April 2012
PREFACE
Schedule VI to Companies Act, 1956 deals with the Form of Balance sheet, Statement of Profit & Loss
Account and disclosures to be made therein.
th
Ministry of Corporate Affairs [MCA] has issued the revised Schedule VI to companies Act, 1956 on 28
March 2011, which has been developed in the frame work of existing non-converged Indian Accounting
Standards notified under the Companies (Accounting Standards) Rules 2006.
APPLICABILITY
This revised Schedule VI shall apply to all companies uniformly for the financial year commencing on or
st
after 1 April 2011
SALIENT FEATURES OF THE REVISED SCHEDULE VI
a) Horizontal format of balance sheet shall no more exist.
b) All assets and liabilities are classified into current and non-current categories.
c) Comparative information for the preceding accounting period shall be disclosed in Balance Sheet,
Profit and Loss Account and Notes on Accounts [except for the first financial statement]
d) All the additional information shall be provided in Notes to Accounts i.e. Schedules are replaced by
Notes to Accounts and each item on the face of Balance Sheet & Profit and Loss Account shall be
cross referenced to Notes to Accounts.
e) Preference share capital is classified as share capital
f) The new Schedule VI, has eliminated the option of presenting the figures in terms of hundreds or
thousands in case the turnover exceeds Rs. 100 crores
g) In case of issue of shares for consideration other than cash the same can be disclosed only upto 5
financial years and unlike old Schedule VI the same need not be disclosed every year.
h) Share holding morethan 5% shares with the number of shares held needs to be disclosed and also
the share holding of holding/subsidiary/associates of holding company to be disclosed except the
Joint venture.
i) Presenting Debit Balance of P & L account in the Assets side no more in exists and the same should
be presented in the Reserves & Surplus within brackets as a negative figure.
j) Money received against share warrants to be shown as new line item in equity and in case of share
application money pending allotment same shall be classified in between equity and liabilities.
k) Long Term Borrowings:
This should represent only the portion of borrowings which is not due within 12 months after Balance
sheet date and any instalment of the long term borrowing that are scheduled to fall due within 12
months after the Balance sheet date is classified as other current liabilities .
Schedule VI to Companies Act, 1956
CS SRIRAM P
P.Sriram & Associates
Company Secretaries
Chennai
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SIRC e-NEWS LETTER April 2012
l) Long term & current Provisions:
Provisions for which claim is to be settled beyond 12 months after BS date shall be classified as Non
current provision otherwise it shall be classified as Current liability
m) Short Term Borrowings:
Any borrowing [loans, advances, deposits] repayable within12 months
n) Other current liabilities:
Any long term borrowing having remaining maturity of 12 months or less or portion of such long term
borrowing falling due for payment within12 months after Balance sheet date is classified as other
current liabilities. It also include unpaid dividend, interest accrued but not due on borrowings,
interest accrued and due on borrowings, income received in advance etc.,
o) Introduction of Trade receivables/Payable:
Any amount due on account of goods sold or services rendered are classified as Trade receivables.
Any amount due on account of goods purchased or services received in normal are classified as
Trade payable.
p) Separate line item has been provided with respect to defer payment liabilities and advance income
Advances from customers are classified as trade payables and classified into current and non
current. Such non-current portion is classified as other current liabilities (except defer payment
liability)
q) The tangible and intangible assets needs to be segregated and tangible assets under construction
and intangible assets under development are separate line items. Brand needs to be shown as
Intangible assets
r) Investment Property under the head non-current investments.
s) Cash:
In case of repatriation restriction of foreign currency then the cash and bank balance (depending
upon restriction) shall be shown as current or non current financial assets
t) There is no line item for “Miscellaneous Expenses” therefore accounting for deferred expenses like
share issue expenses debenture discount or debenture issue expenses etc., and presentation
thereof under the existing Indian GAAP creates confusion.
u) Expenses for issue of equity shares shall be adjusted with the issue proceeds (viz., Premium) Apart
from the above:
Schedule VI to Companies Act, 1956
15
SIRC e-NEWS LETTER April 2012
·The Provision 1 of General instruction make it is very clear that where compliance with the
requirement of the Act including Accounting Standards as applicable to companies require any
change in treatment or disclosure the same shall be made and the requirement of Schedule VI
shall stand modified accordingly.
·The disclosure requirements in Part I and Part II of this schedule are in addition to and not in
substitution of the disclosure requirements specified in the Accounting Standards prescribed
under the Companies Act, 1956
·Notes to Accounts shall contain all supplementary information which requires Narrative
descriptions or disaggregation of items recognized and information about items that do not
qualify for recognition in those statements.
Profit & Loss Account:
In the revised Schedule VI, Part II format for the statement of Profit & Loss has been prescribed. This
requires separate presentation of extraordinary items and exceptional items. There needs to be a
separate presentation of P & L accounts that arise out of discontinuing operation.
Any income / expenditure shall attract separate disclosure in case it exceeds either Rs.1.00 lac or 1% of
the revenue from operations whichever is higher.
DISCLOSURES DISPENSED IN THE REVISED SCHEDULE VI
List of items that have been eliminated from disclosure in the Revised Schedule VI
§Information regarding licensed capacity, installed capacity, actual production.
§Disclosure of quantitative details of raw material consumed by Manufacture Company
§ Item wise quantitative details or value of opening stock and closing stock of goods purchased
by Manufacture Company and trading companies. (Accordingly opening and closing stock
value can be presented in aggregate)
§Disclosure of status of WIP
§Disclosure of Brokerage and commission on sales including commission paid to selling
agents.
§Disclosure of special reserve for repayment of capital and loans.
§Disclosure requirement regarding managerial remuneration thereby covered under
Corporate Governance report.
Schedule VI to Companies Act, 1956
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SIRC e-NEWS LETTER April 2012
ISSUES
EXISTING SCHEDULE
VI
REVISED SCHEDULE
VI
A reconciliation of the number of
shares outstanding at the beginni ng
and at the end of the reporting
period.
Reconciliation not
required
Reconciliation required
For the period of five years
immediately preceding the date as at
which the Balance sheet is prepared:
-
Aggregate number and class
of shares allotted as fully pa id
up pursuant to contract(s)
without payment being
received in cash.
-
Aggregate number and class
of shares allotted as fully paid
up by way of bonus shares
Requires continued
disclosures
Requires disclosures
of the transactions up
to immediately
preceding 5 years from
the current reporting
date.
ISSUES
EXISTING SCHEDULE
VI
REVISED SCHEDULE
VI
Shares in the company held by each
shareholder holding more than 5%
specifying the number of shares
held.
Disclosure not required
Disclosure required
Other issues:
Treatment of capital profit arising on
reissue of forfeited shares
Transfer to capital
reserve
No specific direction.
Same treatment will
continue. Since there
is no specific treatment
it may be transferred to
securities premium
account.
Share suspense account for pending
share issues against consideration
received
Presently shown as
share suspense
account
To continue as share
suspense account by
creating additional sub-
line item
Share application money pending
allotment of shares
To be presented
between share capital &
Reserves and Surplus
To be presented
between shareholder’s
fund and Long term
Borrowings
COMPARITIVE ANALYSIS OF NEW SCHEDULE VI WITH OLD SCHEDULE VI
Schedule VI to Companies Act, 1956
17
SIRC e-NEWS LETTER April 2012
COMPARATIVE DISCLOSURE REQUIREMENTS REGARDING RESERVES AND SURPLUS
DETAILS OF RESERVES
AND SURPLUS
EXISTING SCHEDULE VI
REVISED SCHEDULE VI
Share Premium Account
(now termed as Securities
Premium Reserve)
To include the details of
utilization in accordance
with section 78 of the
Companies Act,
1956
No specific direction to
present utilization
Debenture Redemption
reserve
Earlier there was no
requirement separate
account head has been
created in accordance with
the requirement of section
117C of the Companies
Act, 1956
Specific account head
required
Revaluation Reserve
No requirement
Specific Account head
required
Share option outstanding
Account
No requirement
Separate accounts and
presentation required
Schedule VI to Companies Act, 1956
18
SIRC e-NEWS LETTER April 2012
DETAILS OF CURRENT AND
NON-
CURRENT
LIABILITIES
EXISTING SCHEDULE VI
REVISED SCHEDULE VI
Disclosure of Loan Funds/
long term borrowings
Shown under the head
sources of funds
Shown as Non -
Current
liabilities under the head
Equities and Liabilities
Long ter m and short term
borrowings
short-term as well as long -
term borrowings are
grouped together under
the head Loan funds with
sub-headings as secured
and unsecured
Long term borrowings are
to be showed under non -
current liabilities and
short-term borrowi ngs are
to be shown under current
liabilities with separate
disclosures to secured/
unsecured loans.
>12 months classified as
non-
current liabilities
(long term Borrowings)
<12 months classified as
current Liabilities (short
term borrowings
Deferred Tax
Liabilities/
Assets (Net)
To be disclosed as a
separate head
No specific disclosure
required but break up of
deferred tax assets and
tax liabilities to be
disclosed in notes to
accounts as per AS 22
and shall be included
under the head non -
current assets
and
liabilities as the case may
be.
Lease obligations
Included under the head
current liabilities
Included under the head
Non-
current assets
Default in repayment of loans
Disclosure not required
Defaults in case of
borrowings, in regard to
repayment o f loan or
payment of interest are
COMPARATIVE DISCLOSURE REQUIREMENTS REGARDING
NON- CURRENT AND CURRENT LIABILITIES
Schedule VI to Companies Act, 1956
SIRC e-NEWS LETTER April 2012
19
Details of default in payment
of loans
Disclosure not required
Period and amount of
default in repayment of
dues, providing break -up
of principal and interest
shall be specified
separately in eac h case of
default
Disclosure of current liabilities
Current liabilities and
provisions are reduced
from current assets, Loans
and advances
Disclosure of current
liabilities shown under the
head Equities and
Liabilities
Interest accrued and due
thereon
Interest accrued and due
shown under the head
secured or unsecured
loans
Interest accrued and due
to shown under the head
other current liability
Provisions
Provisions include
Provision for taxation,
proposed dividends,
provisions for
contingencies, for
provident fund schemes,
for insurance and staff
benefit schemes.
Provisions are classified
as current and non -
current provisions
depending upon their
maturity period.
Proposed dividend
Shown under current
liabilities and provisions
Not treated as provision
and not to be disclosed in
the Balance sheet but to
be disclosed in the notes
in contingent liabilities and
commitments. However
AS have an overriding
effect over revised
schedule VI and
accordingly companies
have to disclose for the
same until the revis ion of
AS 4.
Profit and loss account (debit
balance)
Shown under the head
Miscellaneous expenditure
and losses
To be shown as a
negative figure under the
head surplus.
Schedule VI to Companies Act, 1956
SIRC e-NEWS LETTER April 2012
20
Sundry Creditors
To be bifurcated as dues
of Micro and small
enterprises and other th an
micro and small
enterprises.
Sundry creditors renamed
as trade payables under
the head Current liabilities.
Bifurcation for dues of
micro and small
enterprises not required.
COMPARATIVE DISCLOSURE REQUIREMENTS REGARDING
NON- CURRENT AND CURRENT ASSETS
II. ASSETS – Assets bifurcated under two heads - Non-Current and Current assets
DETAILS OF ASSETS
EXISTING SCHEDULE VI
REVISED SCHEDULE VI
Bifurcation of fixed assets
Bifurcation not required
Bifurcation required.
Fixed assets sub -
divided
as:
Tangibl e assets
Intangible Assets
Capital Work in progress
Intangible assets under
development
Bifurcation of Investments
Bifurcation not required
Bifurcation required as
current and non -
current
investments
Statement of investment
Statement of investment to
be
attached
Not required
Investments at other than
cost
Not required
Investments carried at other
than cost should be
separately stated specifying
the basis for valuation
Sundry Debtors/ Trade
Receivables
In the Balance sheet known
as Sundry Debtors
Sundry
Debtors renamed
as Trade Receivables
Schedule VI to Companies Act, 1956
SIRC e-NEWS LETTER April 2012
21
DETAILS OF ASSETS
EXISTING SCHEDULE VI
REVISED SCHEDULE VI
Loans and advances
Shown along with Current
assets
Bifurcated into short term
and long term loans and
advances under the heads
current and non -current
assets respectively.
Cash and Bank Balances
Bank Balances divided into
two categories Scheduled
Banks and others
Cash Equivalents include
Cheques on hand and Bank
Balances
Restriction on repatriation
of funds with respect to
cash and Bank Balances to
be provided
Bank deposits with more
than 12 months to be
disclosed separately
Unpaid dividend, margin
money, security against
borrowings, guarantees and
commitments to be
disclosed separately
Disclosure of Miscellaneous
expenditure (to the extent
not written off or adjusted)
Disclosure required
No corresponding
disclosure
Schedule VI to Companies Act, 1956
SIRC e-NEWS LETTER April 2012
22
COMPARATIVE DISCLOSURE REQUIREMENTS FOR PROFIT AND LOSS ACCOUNT
DETAILS OF INCOME/
EXPENDITURE
EXISTING SCHEDULE VI
REVISED SCHEDULE VI
Separate line item/
Expenditure criteria
Any item of
income or
expenditure which exceeds
1(one) % of the total
revenue or Rs. 5,000/ -,
whichever is higher was
required to be distinctly
disclosed and not clubbed
Any item of income or
expenditure which exceeds
1 % of the total revenue or
Rs. 100,000/ -, whichever is
higher is required to be
distinctly disclosed and not
clubbed
Disclosure regarding
dividends from subsidiaries
Dividends declared by
subsidiary companies after
the date of the balance
sheet should not be
included unless they are in
respect of the period which
closed on or before the
date of the balance sheet
Treatment of dividend from
subsidiary to be in
accordance with the
applicable Accounting
Standards.
Depreciation
If no provision is made for
depreciation, the fact and
the quantum of arrears i s
required to be disclosed
No such requirement in
respect of depreciation
Gain/ Loss in Foreign
Exchange fluctuation
The net gain/loss on foreign
currency transaction were
to be shown under the head
Finance cost
Net/gain or loss in Foreign
currency trans action shall
be included under the head
finance cost and other
expenses.
Schedule VI to Companies Act, 1956
DISCLOSURES IN NOTES TO ACCOUNTS
Notes to Accounts shall disclose the Details of the following:
i. Share capital
ii. Reserves and surplus
iii. Long term Borrowings
iv. Other long term liabilities
v. Long term provisions
vi. Short term borrowings
vii. Other current liabilities
viii. Short term provisions
ix. Tangible assets
x. Intangible assets
xi. Non- current investments
xii. Other long term loans and advances
xiii. Other non- current assets
xiv. Current investments
xv. Inventories
xvi. Trade receivables
xvii. Cash and cash equivalents
xviii. Short term loans and advances
xix. Other current assets
xx. Contingent liabilities and commitments
CONCLUSION
üThe very main purpose and object of preparation & presentation of financial statement is to
provide information about the financial performance & financial position of an entity which shall
be utilized by various stakeholders and share holders for exercising their financial decisions.
üBy this revised Schedule VI, the objective of providing the exact information on assets,
liabilities, income & expenses (viz., current/non-current) to the investors, shareholders, public,
banks, lenders, Government and its agencies, suppliers be met with. Further the Balance sheet
shall give true and fair view of the statement of affairs of the company
üBy bifurcating as Current & Non Current (Assets/Liabilities) the users of such financial
information shall be able to take informed decision and can never be misled as there is no room
for interpreting the financials at the user end. Moreover it highlights assets that are expected to
be realized within the current operating cycle and liabilities that are due for settlement within the
same period.
üLet's welcome the revised Schedule VI that pave way to best corporate financial reporting.
SIRC e-NEWS LETTER April 2012
23
Schedule VI to Companies Act, 1956
BALANCE SHEET
Balance Sheet as at 31st March, ___________
Particulars Note No
Figures for
the current
reporting
period
Figures for the
previous reporting
period
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital 1
- -
(b) Reserves and Surplus 2
- -
(c) Money received against share
warrants
(2) Share application money pending
allotment
(3) Non-Current Liabilities
(a) Long-term borrowings 3
- -
(b) Deferred tax liabilities (Net)
(c) Other Long term liabilities 4
- -
(d) Long-term provisions 5
- -
(4) Current Liabilities
(a) Short-term borrowings 6
- -
(b) Trade payables
(c) Other current liabilities 7
- -
(d) Short-term provisions 8
- -
Total
- -
II.Assets
(1) Non-current assets
(a) Fixed assets
(i) Tangible assets 9 -
SIRC e-NEWS LETTER April 2012
24
Schedule VI to Companies Act, 1956
(ii) Intangible assets
10
-
-
(iii) Capital work-in-progress
(iv) Intangible assets under
development
(b) Non-current investments
11
-
-
(c) Deferred tax assets (net)
(d) Long term loans and advances
12
-
-
(e) Other non-current assets
13
-
-
(2) Current assets
(a) Current investments
14
-
-
(b) Inventories
15
-
-
(c) Trade receivables
16
-
-
(d) Cash and cash equivalents
17
-
-
(e) Short-term loans and advances
18
-
-
(f) Other current assets
Total
-
-
As per our report of
even date
for and on behalf of M/s
Directors
Dated:
SIRC e-NEWS LETTER April 2012
25
Schedule VI to Companies Act, 1956
26
SIRC Activity Report
SIRC Activity Report
th
Valedictory Session of 11 MSOP
Study Circle Meeting on Guidance notes on Service Tax
One Day Programme on Capital Markets – Growth Drivers
th th
The valedictory session for the 11 Management Skills Orientation Programme [MSOP] was organized on 04 April
2012. Shri Suresh B Menon, Regional Manager, Southern Regional Office, SEBI, Chennai delivered the valedictory
address. Earlier, Ms. Sarah Arokiaswamy, Joint Director, ICSI – SIRO welcomed the Chief Guest and congratulated
the participants on completing the MSOP. She urged the participants to become a member of the CSBF at the
earliest.
CS Marthi S S, Chairman, ICSI – SIRC, in his address highlighted the growing importance of CS in the corporate
world and emerging areas of practice. CS Dr. Ravi B, Member, ICSI – SIRC introduced the Chief Guest to the
participants. 'The more you are updated with the happenings / acts pertaining to the profession, the more you will
glow in the profession as CS' was the message of the CS Dr. Ravi B to the participants. Shri Suresh B Menon, in his
address, highlighted the diversified roles of CS in the modern corporate world through a presentation, which was
well received by the participants. Shri Menon also urged the participants to work on their personality development.
The certificates were distributed to the participants by the dignitaries and the programme concluded with the formal
vote of thanks by CS Ramasubramaniam C, Member, ICSI – SIRC.
CS Babu Sankara Subramanian V, Company Secretary in Practice, Chennai was the speaker for the Study Circle
th
Meeting on guidance notes on service tax on 4 April 2012. CS Marthi S S, Chairman, ICSI – SIRC welcomed the
members and CS Dr. Ravi B, Chairman Professional Development Committee, ICSI – SIRC introduced the speaker
to the members.
Shri Babu elaborated on the Guidance Notes A and B on Service tax. He spoke on the new approach of the
Government to the service tax especially the concept of Service, taxability of services, Negative List, Declared
services, exemptions and further the proposed rules of interpretation and Place of Provision of Services Rules 2012.
He also explored the possible area of scope for practice to the Company Secretary in the Service tax including the
structuring of transaction. His discussion evoked a lively deliberation amongst the members and inspired to pursue
further dimensions of service tax. The Chairman ICSI – SIRC summarized the speech and emphasized the need to
have similar in-depth study and training of members in this area of service tax. The Chairman, ICSI – SIRC proposed
the vote of thanks.
To commemorate the ICSI – Capital Market Week, the ICSI – SIRC organized a one day programme on
th
'Capital Markets – Growth Drivers at Radisson Blu Hotel, Chennai on 25 April 2012.
SIRC e-NEWS LETTER April 2012
27
SIRC Activity Report
SIRC e-NEWS LETTER March 2012
The programme was inaugurated by Shri A D M Chavali, Executive Director, Indian Overseas Bank,
Chennai and Shri V Shankar, Director, Computer Age Management Services Limited, Chennai was the
guest of honour. In the inaugural session, CS Sridharan R, Council Member, The ICSI and the Programme
Director welcomed the dignitaries and delegates. In his address, Shri Sridharan emphasized that the ICSI
has strong interface with the Capital Market and the ICSI is regularly conducting investor awareness
programmes in rural and semi – rural areas in all over India.
In his address, CS Ananthasubramanian S N, Vice President, The ICSI complemented the Capital Markets
Committee for organizing the Capital Markets Week and wished the programme a success. CS Dr. Ravi B,
Chairman, Professional Development Committee, ICSI – SIRC introduced the dignitaries to the delegates.
The guest of honour, Shri V Shankar, in his address, opined that the individual investors are very much
reluctant on investing in Capital Markets. He pointed out that the investment on gold and silver is more by
the individuals. Shri Shankar emphasized that some concrete foundational and structural measures has to
be brought in educating the individuals to invest in capital markets. He observed that the Capital Market in
Indian mainly rely on foreign investors. Shri Shankar opined that it is the duty of the professional bodies and
professionals to educate the citizens on the financial literacy. He suggested that the government should
take efforts to make changes in the curriculum and educate the students from school level, on financial
literacy.
Shri A D M Chavali, Executive Director, Indian Overseas Bank, Chennai, in his inaugural address,
appreciated the ICSI and the SIRC for organizing the series of programmes as a part of the 'Capital Market
Week'. Shri Chavali elaborated the delegates on the treasury market in India. He also spoke on the
A.D.M.Chavali lighting the lamp.
Others seen are [LtoR]:
V.Shankar;S.N.
Ananthasubramanian, V. Nagappan
and Dr. B .Ravi
S.N. Ananthasubramanian seen
addressing.
Others seen are [LtoR]: Dr. B.Ravi
A.D.M.Chavali;V.Shankar;R.Sridharan
and B. Narasimhan
correlation between the equity and forex markets and observed that the inflow and outflow of FII have great
impact on markets. Shri Chavali observed that during the period between 2002 and 2008, Indian local
markets converted into global markets. Shri Chavali threw light on the roles played by the nationalized
banks in capital markets. He suggested that the professionals should try to educate the individuals on
investing in capital markets. Shri Chavali also requested the ICSI to establish an exclusive capital market
division to educate the investors.
A publication of the ICSI, entitled, 'Referencer on Certification of Securities Transfers - Clause 47(C) of the
Equity Listing Agreement' was released by the dignitaries on the occasion. The inaugural session
concluded with the summing up of the proceedings and vote of thanks by CS Narasimhan B, Council
Member, The ICSI.
Session – I
The first technical session was on the topic 'Capital Markets: Challenges, Opportunities for Innovation'.
The session was addressed by Shri P K Choudhury, Vice Chairman and Group CEO, ICRA Limited and
Shri Keyoor Bakshi, Past President, The ICSI. Earlier CS Ramasubramaniam C, Member, ICSI – SIRC
welcomed the speakers and introduced them to the delegates. Shri Choudhury elaborated members on
the important changes in the global market and Indian capital market. He explained the various
opportunities available for the professionals in financial markets.
In his address, Shri Keyoor Bakshi threw light on the opportunities available for the CS in the financial
markets. He narrated the differences between the market makers and market operators and highlighted
that the market maker may well be an CS. The Past President also opined that the CS has more
opportunities in the areas of M&A, IPR and their advice on the new takeover code to the Board is vital. He
also suggested bringing out an exclusive e-journal on capital markets, to be circulated to members and
students. Shri Keyoor Bakshi also predicted that the Capital Market may increase by three times by the
year 2020. The session concluded with the formal vote of thanks by CS Ramasubramaniam C, Member,
ICSI – SIRC.
Session – II
The second technical session was on the topic 'Recent Regulatory Changes in Capital Markets' and the
speakers were Shri B Madhu Prasad, Vice Chairman, Key Note Corporate Services Limited, Mumbai and
Shri B Narasimhan, Council Member, The ICSI. CS Sridharan R, Council Member, The ICSI introduced the
speakers to the delegates. Shri Madhu Prasad observed that lot of changes has happened in the capital
markets in the period from 1993 to till date. He classified those changes under three heads, viz, the
permission era, the pricing era and the participants. Shri Prasad also made elaborate presentation on the
'Issue of Capital and Disclosure Requirements [ICDR]', which was introduced in August 2009. He
28
SIRC Activity Report
SIRC e-NEWS LETTER April 2012
29
SIRC Activity Report
concluded his speech with a remark that the India has transformed from control pricing regime to free
pricing regime.
Shri B Narasimhan spoke on the recent regulatory updates. Shri Narasimhan focused on Disclosure of
Track Record of the public issues managed by Merchant Bankers, Trade controls in Normal Trading
Session for IPO and other category of scrips, PSU's Disinvestment, etc. While deliberating on the IPP, Shri
Narasimhan explained that the “Institutional placement programme” means a further public offer of eligible
securities by an eligible seller, which the offer, allocation and allotment of such securities is made only to
qualified institutional buyers. He also threw light on the Offer for Sale of Shares by Promotes through the
Stock Exchange Mechanism. Shri Narasimhan made a Comparison of FPO [Follow on Public Offer], IPP &
OFS [Offer for Sale]. The session concluded with the formal vote of thanks by CS Sridharan R. Council
Member, The ICSI.
Session – III
'SME Exchange: Empowering India's SME Sector' was the theme for the second session. CS
Ananthasubramanian S N, Vice President, The ICSI and Shri Vishnu Vardhan M, Regional Head, South,
BSE, Chennai were the speakers for the session. CS Sridharan R, Council Member, The ICSI introduced
the speakers to the delegates. In his speech, the Vice President observed that the SME sector in India is an
unsung sector. He also explained that 94% of the SME's in India is micro industries and out of these, nearly
90% is in proprietary form and hence there is more scope of CS in SME sector. He also quoted that nearly
Rs.5,000 crores has been allotted to the SIDBI in the Union Budget. As the SME's fall under the jurisdiction
of SIDBI, the Vice President sighted a good growth to SME sector in India. He also observed that no efforts
have been taken to list the SME's in Capital Market.
Shri Vishnu Vardhan, Regional Head, South, BSE, Chennai made an elaborate presentation of the SME
sector and its present scenario in India. He also explained in detail the efforts taken by BSE in developing
the SME sector in India. He observed that the BSE – SME Platform provides a great opportunity to the
entrepreneurs to raise the equity capital for the growth and expansion of SMEs. It also provides the
immense opportunity to the investors to identify and invest in the good companies at early stage. Shri
Vishnu Vardhan also opined that the SME's will help unleash the valuation of the company and in the
process create wealth for all the stakeholders including investors, besides considerable long term capital
gains tax benefits and facility to exit at any point of time. He explained that the Micro, Small and Medium
Enterprises (MSMEs) contribute 8% of the country's GDP, 45% of the manufactured output and 40% of
India's exports and concluded by informing that the SME sector provides employment to about 6 crore
people through 2.6 crore enterprises. The session concluded with the formal vote of thanks by CS
Sridharan R. Council Member, The ICSI.
SIRC e-NEWS LETTER April 2012
30
Session – IV
The fourth and final session of the programme was on the topic, 'Indian Capital Market – How to Rebuild
Investor Confidence?'. The speakers were Shri V Nagappan, Director, Madras Stock Exchange, Chennai
and Shri A K Narayan, President, Tamilnadu Investors Association, Chennai. Shri Nagappan explained
that the fact we have less than 2 crores demat account points reveal that the local / retail investor
participation is low. He observed that there is a general opinion among the public that they think the capital
market as a place of gambling and opined that it is the duty of the government, regulators and the
professional bodies to educate the general public about the pros and cons of investing in capital market.
In his simple and illustrative speech, Shri Narayan raised concern over the lack of investor's confidence.
He pointed out that the investment on fixed deposits in banks, gold and real estates by the general public
have increased than that of investing in the capital markets. Shri Narayan asserted that awareness about
Financial Planning, Risk Profiling, Asset Classes etc. should be created and impress the general public
about the need for Equity Investment. He also suggested that the investors should be informed about
Success Stories in Equity Investments and requested that the professional institutes like ICSI has vital role
in educating the investors through investment awareness programmes. The session concluded with the
formal vote of thanks by CS Ramasubramaniam C, Member, ICSI – SIRC.
The programme concluded with the formal vote of thanks by CS Sridharan R, Council Member, The ICSI
and programme director.
The ICSI - SIRC and Andhra Chamber of Commerce, Chennai jointly organized an interactive session on
MCA initiatives and investor awareness on 27th April 2012 at Chennai. Shri D.S. Balachandra Babu,
President, Andhra Chamber of Commerce welcomed the dignitaries and delegates.
Shri Henry Richard, Registrar of Companies, Tamilnadu, Chennai explained the various initiatives of the
MCA. CS Marthi S S, Chairman, ICSI - SIRC spoke on the various measures taken by the government and
the regulators in protecting the interest of investors.
CS Dr. Ravi B, Chairman, Professional Development Committee, ICSI - SIRC, CS Dr. Baiju
Ramachandran, Secretary, ICSI - SIRC and CS Ramasubramaniam C, Member, ICSI - SIRC were also
present during the meeting.
The programme concluded with the formal vote of thanks by Shri G. Ramachandran, ACS, Chairman,
Company Law Sub-Committee of the Andhra Chamber of Commerce.
Interactive Session on MCA initiatives and investor awareness
SIRC e-NEWS LETTER April 2012
SIRC Activity Report
31
Chapters’ Activity Report
Chapters’ Activity Report
BANGALORE CHAPTER
President's Meet with Students' of Bangalore Chapter
One Day Seminar on “Cross Border Transactions – Opportunities and Challenges”
The Bangalore Chapter of the ICSI organised a Students' meeting with CS Nesar Ahmad, President, The
th
ICSI, on 6 APRIL, 2012 at 9:00 AM at The Goldfinch Hotel, Bangalore.
CS S Kannan, Chairman, Bangalore Chapter of The ICSI, welcomed CS Nesar Ahmad, President, The
ICSI; CS S.N Ananthasubramanian, Vice-President, The ICSI; CS Gopalakrishna Hegde, Council Member
The ICSI; CS N.K. Jain, Secretary and CEO, The ICSI; CSS.S. Marthi, Chairman, SIRC of The ICSI; CS
Dwarakanath C, Vice-Chairman, SIRC of The ICSI and CS Nagendra D Rao, Treasurer, SIRC of The ICSI
for the Students Meet.
The President and Vice-President of ICSI addressed the students on the various initiatives of the Institute
for the benefit of students and the profession. The dignitaries also interacted with the 45 students present
wherein the students shared some of their issues and gave suggestions on the course and also to improve
the services being provided by the ICSI.
CS Sharada, Secretary, Bangalore Chapter of the ICSI proposed the vote of thanks
The Bangalore Chapter of the ICSI organised a One Day Seminar on “Cross Border Transactions-
th
Opportunities and Challenges” on 6 April, 2012 at the Goldfinch Hotel, Bangalore.82 delegates
participated in the programme.
CS Nesar Ahmad, President, The ICSI; CS S.N. Ananthasubramanian Vice-President, The ICSI; CSN.K.
Jain, Secretary and CEO, The ICSI were the guests present.
Inaugural Session:
CS S Kannan, Chairman, Bangalore Chapter of the ICSI delivered the welcome address and CS S.S
Marthi, Chairman, SIRC of the ICSI introduced the President and Vice-President.
CS Nesar Ahmad, President, The ICSI inaugurated the programme by lighting of lamp.
Thereafter CS Gopalakrishna Hegde, Member, Central Council, The ICSI facilitated the signing of MOU
between ICSI and the following institution for mutual benefit and growth and exchange of knowledge
resources:
SIRC e-NEWS LETTER April 2012
Chapters’ Activity Report
32
· Direct Taxes Regional Training Institute
· Alliance University
· Bangalore Stock Exchange Limited
· Bangalore Chamber of Industry and Commerce
“Kareebaaogethohumkosamajhpaoge; ye dooriyangalatfahmiyanbadhatihain”(If you come close
you will be able to understand me; these distances increase misunderstandings) were the opening lines by
Ms. JahanzebAkhtar, IRS, Commissioner of Income Tax after signing the MOU with ICSI on behalf of
DTRTI (Direct Taxes Regional Training Institute). It truly reflected the spirit and ethos behind the
collaboration that Bangalore chapter was forging with eminent institutions viz. DTRTI, BSE, Alliance
University,and BCIC.
Thereafter CS N.K Jain, Secretary and CEO; CS Ananthasubramanian, Vice-President, The ICSI
addressed the gathering sharing with them the important role that Company Secretaries can play in Cross
Border Transactions and also shared some of the initiatives taken by the Institute in widening the scope of
functioning of the members in the corporate sector.
CS Nesar Ahmad, President, The ICSI in his inaugural address added to the thoughts shared by Ms.
Jahanzeb Akhtar by stating his perception on how these tie ups with resourceful institutions will lead to the
holistic development and expansion of CS Profession.
CS S.C Sharada, Secretary, Bangalore Chapter of the ICSI proposed the vote of thanks.
First Technical Session on “Overseas Opportunities and Challenges”CS M Manjunatha Reddy,
Vice-Chairman, Bangalore Chapter of the ICSI welcomed and introduced the Speaker for the first
technical session CA and CS P. Chinnaraj, Consultant and Financial Advisor, Bangalore.
CA & CS P. Chinnaraj in his presentation on “Overseas Opportunities and Challenges” focused on the need
for overseas investments and its benefits and how the tax rates influence the investment destinations. He
also shared various case studies to highlight and explain the practical approach required to face and
overcome the challenges while looking for overseas investments.
CS C Dwarakanath, Vice-Chairman, SIRC of the ICSI and Ex-officio Member, Bangalore Chapter of the
ICSI proposed the Vote of Thanks
SIRC e-NEWS LETTER April 2012
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Chapters’ Activity Report
33
Technical Session II -EXIM Funding OptionsCS R. Srinivasan, Member, Bangalore Chapter of the ICSI
delivered the welcome address and introduced the speaker Mr. Pranesh B.N, AGM - Regional Head-
Corporate Banking, EXIM Bank of India, Bangalore
Mr .Pranesh B.N in his presentation on EXIM Funding Options emphasized on the range of products and
services offered by EXIM Bank at all stages of Export Business Cycle and various value based
programmes available. He also explained in brief the types of financing programmes available with respect
to Export Credit; Import Credit and loan financing for exports. He also dealt with the Buyers credit option
and role of Commercial banks for the same.
CS Nagendra D Rao, Treasurer, SIRC of the ICSI and Ex-officio, Bangalore Chapter of the ICSI proposed
the Vote of Thanks.
Technical Session - III - FDI recent Regulatory Changes under FEMA
CS S.C. Sharada, Secretary, Bangalore Chapter of the ICSI delivered the welcome address and introduced
the speaker Mr. N. Raja Sujith, Partner, Majmudarand Partners International Lawyers, India.
Mr. N Raja Sujith in his presentation on “FDI recent Regulatory Changes under FEMA” emphasised on the
importance of FDI and the legal framework of certain key andprohibited sectors. He then highlighted the
factors of External Commercial Borrowings in relation to FII and LLP and its process simplifications.
CS G.M. Ganapathi, Immediate Past Chairman and Member, Managing Committee, Bangalore Chapter of
the ICSI proposed the Vote of Thanks.
The Bangalore Chapter of the ICSI organised a Press Meet with CS NesarAhmad, President, The ICSI on
th
6 APRIL, 2012 at The Goldfinch Hotel, Bangalore;
CS S.N .Ananthasubramanian, Vice–President, The ICSI;CS Gopalakrishna Hegde, Council Member, The
ICSI; CS. N.K. Jain, Secretary & CEO, The ICSI; CS S.S. Marthi, Chairman, SIRC; CS S. Kannan
Chairman, Bangalore Chapter of the ICSI and CS S.C. Sharada, Secretary, Bangalore Chapter of the ICSI
were also present
CS S .Kannan, Chairman, Bangalore Chapter of the ICSI welcomed the members of the media and
introduced the dignitaries on dais.
The President and Vice- President briefed the press on the initiatives being taken by the Institute for
members and students, the Vision Plan including extensive career orientation, professional development
programmes, brand building, extensive research projects, re-organization and infrastructure development.
They also shared with the Press that the ICSI had entered into Memorandum of Understanding with various
institutions in Bangalore.
20 press/media persons attended the press meet and interacted with the dignitaries present.
CS S.C Sharada, Secretary, Bangalore Chapter of the ICSI proposed the Vote of thanks.
President's Meet with Press
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34
President's Meet with FKCCI President and Vice-President
President's Meet with Members
Interview at All India Radio
Peer Review Training Programme
CS Nesar Ahmad, President, The ICSI during his visit to Bangalore met Mr. J. R. Bangera President,
FKCCI and Mr. K. Shiva Shanmugam, Vice-President, FKCCI and discussed matters of mutual Interest.
CS S.N.
Ananthasubramanian, Vice-President,
The ICSI; CS Gopalakrishna Hegde, Council Member, The
ICSI; CS. N.K. Jain, Secretary & CEO, The ICSI; and CS S. Kannan, Chairman, Bangalore Chapter of the
ICSI were also present at the meeting.
The Bangalore Chapter of the ICSI organised a Meeting of the Members with the President of the
th
Instituteon6 April, 2012at 5.00 PM at
The Goldfinch Hotel, Bangalore.
CS S. Kannan, Chairman, Bangalore Chapter of The ICSI, delivered the welcome address to all the
dignitaries CS Nesar
Ahmad, President, The ICSI and CS S.N
Ananthasubramanian, Vice-President; The
ICSI; CS Gopalakrishna Hegde, Council Member The ICSI; CS R. Sridharan, Council Member The ICSI;
CS N.K. Jain, Secretary and CEO, The ICSI; CS S.S. Marthi, Chairman, SIRC of The ICSI; CS Nagendra D
Rao, Treasurer, SIRC of
The ICSI for the and all the Members present for the Members meet
The President addressed the Members and shared with them various initiatives taken by the institute for
the benefit of Members.
CS S.N Ananthasubramanian, Vice-President, The ICSI; CS R. Sridharan, Council Member, The ICSI,CS
N.K. Jain, Secretary and CEO, The ICSI; CS S.S. Marthi, Chairman, SIRC of The ICSI also addressed the
members.
34 members attended the meet and shared their views and suggestions on various issues/aspects relating
to the profession.
CS S.C. Sharada, Secretary, Bangalore Chapter of the ICSI proposed the Vote of Thanks.
CS Nesar Ahmad, President, The ICSI, CS Gopalakrishna Hegde, Council Member The ICSI; CS N.K.
Jain, Secretary and CEO,
The ICSI were interviewed live on
All India Radio between 6.00PM to 7.00 PM on
th
6 April, 2012 on “Career as a Company Secretary”. They also answered a number of queries raised by the
listeners.
The programme was aired in most of the regions in Karnataka.
The Institute of Company Secretaries of India organized a Peer Review Training Programme for the
th
Members of Bangalore on 7
April, 2012 At Goldfinch Hotel, Bangalore. The Bangalore Chapter facilitated
the Headquarters in organizing the programme.
CS Nesar Ahmad, President, The ICSI, welcomed all the 21 members for the Peer Review Training
SIRC e-NEWS LETTER April 2012
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35
Programme and gave a brief overview on the objective and importance of Peer Review.
CS S.N Ananthasubramanian, Vice-President, The ICSI; CS Gopalakrishna Hegde, Council Member,
The ICSI; CS R. Sridharan, Council Member The ICSI; CS S.S. Marthi, Chairman, SIRC of The ICSI and
CS V. Sreedharan, Member, Peer Review Committee were also present.
CS V Sreedharan, Member, Peer Review Board commenced the training programme with an Overview
on Peer Review and Guidance Notes of ICSI relevant to attestation services.
CS R Sridharan, Council Member, The ICSI and Vice-Chairman, Peer Review Board focused on Office
Administration and Systems in the Office of PCS; Concept of Audit Trail; Audit Diary and significance of
the same
CS S N Ananthasubramanian, Vice-President, The ICSI and Chairman, Peer Review Board, explained
the Compliance Approach and Substantive Approach to be adopted by Peer Reviewers.
CS R Sridharan, Council Member, The ICSI and Vice-Chairman, Peer Review Board then made a
presentation on how to carry out actual attestation assignments of Annual Return Certification, 383A
Compliance Report and Certificate under Clause 47C of Listing Agreement.
CS R Sridharan, Council Member, The ICSI and Vice-Chairman, Peer Review Board addressed this
session and explained in detail the procedure of Conducting of Internal Audit of Depository Participants
and Reconciliation of Capital.
Session I
Session II
Session III
Session IV
Session V
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Panel Discussion
President's visit to Alliance University
th
Inauguration of 28 Student Induction Programme [SIP]
The programme concluded with the Panel Discussion with CS Nesar Ahmad, President, ICSI; CS S N
Ananthasubramanian, Vice-President, The ICSI;CS R Sridharan, Council Member, The ICSI; and CS V
Sreedharan, Member, Peer Review Board; as the panelists, who discussed certain important aspects on
Peer Review and also fielded a volley of questions inter alia on working of Peer Review Board, Role of
Peer Reviewers and procedures.
The Bangalore Chapter of the ICSI organized a visit to Alliance University, Bangalore to meet Dr.
Madhukar Angur, Hon'ble Chancellor, Alliance University, Bangalore.
The visit was headed by CS Nesar Ahmad, President, The ICSI along with other dignitaries: CS
Gopalakrishna Hegde, Council Member, The ICSI; CS S.S. Marthi, Chairman, SIRC of the ICSI; CS
Nagendra D Rao, Treasurer, SIRC of the ICSI; CS S. Kannan, Chairman, Bangalore Chapter of the ICSI;
and CS S.C. Sharada, Secretary, Bangalore Chapter of the ICSI.
The Hon'ble Chancellor expressed his deep appreciation at the visit by the team of senior administrators
from the ICSI and was equally delighted that signing of the MOU and the partnership would help in
developing high caliber professionals, who will pursue with integrity and passion the promotion of best
practices in corporate governance in organizations.
CS Nesar Ahmad, President, The ICSI also expressed his view that it was an honor to enter into an MOU
with Alliance University which is counted among the top ten universities in India and acknowledged it as a
leader in the knowledge industry.
th
The Bangalore Chapter of the ICSI organised the inaugural function of the 28 Student Induction
th
Programme (SIP) on 16 APRIL, 2012 at The Institution of Agricultural Technologist. CS Muralidhara
Kamat, Assistant Company Secretary, Krishna Bhagya Jala Nigam Limited, Bangalore was the Chief
Guest.
CS Haribabu Thota, Chairman, Sub-Committee for Training and Educational Facilities welcomed and
introduced the Chief Guest
th
The Chief Guest inaugurated the 28 SIP by lighting of lamp.
CS Muralidhara Kamat in his inaugural address advised the participants to complete the course at the
SIRC e-NEWS LETTER April 2012
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37
earliest and avail the opportunities available for Company Secretary in both corporates and in practice.
He also highlighted the important role played by Company Secretaries in the growth of a company and
shared with the students the necessary skills sets to become a good and respected professional.Ms.
Sangeetha Flora, Assistant Director, Bangalore Chapter of the ICSI proposed the vote of thanks
th
The Valedictory Function of the 28 Student Induction Programme (SIP), organised by the Bangalore
th
Chapter of ICSI was held on 24 APRIL, 2012 at The Institution of Agricultural Technologists.
Ms. Noor Sumayya, Assistant Education Officer, The ICSI, welcomed CS S. Kannan, Chairman and Ms.
S.C. Sharada, Secretary Bangalore Chapter of the ICSI and all the participants present for the
valedictory session.Mr. Karthikeyan S and Ms. Ananya Roy, Participants, shared their feedback about
the SIP Programme.
CS S Kannan and Ms. S.C Sharada addressed the gathering and distributed the SIP certificates to the
56 participants and Ms. Noor Sumayya, Assistant Education Officer, Bangalore Chapter of the ICSI
proposed the vote of thanks.
th
The Bangalore Chapter of the ICSI organised the Inaugural Function of the 11 Executive Development
th
programme on 17 April, 2012 at the chapter premises.
CS Haribabu Thota, Chairman, Sub-Committee for Training and Educational Facilities welcomed and
introduced the Chief Guest CS. Veeranjaneyulu, Company Secretary and Corporate Law Consultant,
Bangalore.
The Chief Guest inaugurated the 10th Executive Development Programme by lighting the lamp.
The Chief Guest in his inaugural address advised the participants to make best use of the training
programme to learn and to hone their skills especially communication and interpersonal skills to be
prepared to face and overcome the challenges in corporate world. He also advised participants to be
solution oriented, proactive and develop leadership skills.
Ms. Sangeetha Flora, Assistant Director, Bangalore Chapter of the ICSI proposed the vote of thanks.
th
The Bangalore Chapter of the ICSI organised the Valedictory Function of the 11 Executive
th
Development programme on 26 April, 2012 at the chapter premises.
th
Valedictory function of 28 Student Induction Programme
th
Inauguration of 11 Executive Development Programme
th
Valedictory Session of the 11 Executive Development Programme
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CS S Kannan, Chairman, Bangalore Chapter of the ICSI welcomed the Chief Guest CS S.M Pramod (Past
Chairman, Bangalore Chapter of the ICSI), Senior Manager – Secretarial Tata Global Beverages Limited
Bangalore and all present for the valedictory session.
Mr. Sriram and Ms. Deepika, Participants shared their feedback about the EDP.
The Chief Guest in his address shared with the participants the scope of CS in various sectors. He
emphasized the need for the participants to learn and enhance certain competencies and skills to succeed.
He also advised the participants to utilize every opportunity especially during training to improve their
analytical, communication, and interpersonal skills with a right attitude and perspective towards the
organization paired with efficient time management in order to be able to achieve set goals.
The Chief Guest then distributed the EDP Certificates to the Participants
CS S. Kannan, Chairman, Bangalore Chapter of the ICSI proposed the vote of thanks.
To commemorate the Capital Markets week, the Bangalore Chapter of SIRC OF The ICSI organized a one
th
day programme on 'Capital Markets – Growth Drivers' on 24 April, 2012 at Hotel Vivanta by Taj. Mr. S.
Raman, Chairman and Managing Director, Canara Bank was the Chief Guest.
Mr. Bhaskar Bhat, Managing Director, Titan Industries Limited was the Key-note Speaker; Mr. Manjit Singh,
Executive Director, Bangalore Stock Exchange Limited; and CS S.N Ananthasubramanian, Vice-President,
The ICSI were the other dignitaries present.
Inaugural Session
CS Sudhir Babu C, Programme Coordinator and Council Member, The ICSI delivered the welcome address
and CS Nagendra D Rao Treasurer SIRC of the ICSI Introduced the Chief Guest and other dignitaries.
The Chief Guest inaugurated the programme by lighting of lamp.
CS S.N Ananthasubramanian in his address stated that this programme was part of a different initiative by
the ICSI to bring together various segments of the Capital Market and to provide a professional platform for
debate with the objective to trigger thoughts, new ideas, suggestions to increase the confidence of the retail
or aam janata investors in the Capital Markets, so that more people invest in the same.
He stated that professionals should probably research and study the market, the effect of certain stocks on
the SENSEX/NIFTY, the reasons for sustained influence on the same and focus more their intangible
effects.
ICSI- Capital Market Week
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Thereafter Mr. Manjit Singh in his address interspersed with statistics and facts gave a demographic
perspective on a macro level of the topic. He gave a brief overview of the growth of the capital markets from
the 1970's to date. He also stated that though earlier SEBI used to look at SEC and other regulators on what
to do, it has now emerged as the leader regulator which other regulators are looking to for ideas, reforms
and new measures of regulation.
He enumerated the some of the factors that have been the drivers of growth in the capital market as
economic growth; Indian habit of saving; increasing urbanisation, education, prosperity, increased foreign
investment, corporate transparency and corporate governance.
He emphasised on the importance of Good Corporate Governance as it contribute to sustainable
corporates by` enhancing the performance of the companies, thereby increasing their access to outside
capital by reducing the risk on investment and increasing investor confidence.
He further highlighted the role of professionals especially Company Secretaries in ensuring implementation
of Good Corporate Governance in substance and not merely in form.
Mr.Bhaskar Bhatt in his key-note address had a very different take on the theme. He commenced his
address by asking the audience to focus on not merely finance when talking about capital but also focus on
the all important aspect of human capital as they both go hand-in–hand, as people run companies and not
processes and systems.
He accentuated the need for all concerned to think of the larger purpose so that the intellectualism in
debates could reduce and leading to more meaning to what we do about Governance, organising markets,
transparency etc.
Giving the analogy of IPL and how it has changed the game and management of the game of cricket Mr.
Bhat called attention to the fact that the markets valued talent and is willing to pay the right price for the talent
and that opening up of the market and increasing transparency leads to creation of more opportunities.
He walked the audience through the various stages of growth of the Capital market through the ages, where
now it has moved to a high level of sophistication. He however, cautioned that though sophistication in the
markets is a good thing and is very much required it has to be understood by the participants in the capital
market if it is to be beneficial.
Talking about the role of professionals in the growth of the capital market he said that the main challenge for
them would be to increase the number of investors in the capital markets which is a mere 2% of the entire
population, by creating an atmosphere to increase the confidence of the investors in corporates and the
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Chapters’ Activity Report
capital markets thereby leading to inclusive growth which will in turn enhance transparency and good
governance.
Mr. S. Raman, the Chief Guest in his inaugural address focused on the importance of Corporate
Governance and stated that good corporate governance is consistent action/behaviour over many year
and commands confidence, respect and good reputation across all stakeholders.
He emphasised on the need to not only build one's reputation but also take the steps to maintain the same
as the consequences of losing one's reputation could prove very very costly for corporates and could takes
years and years to earn back/or repair. The role of professionals he added was to ensure that the
corporates learn from the mistakes of others instead of repeating them and also in relooking at the existing
laws/regulatory mechanism and giving suggestions in improving the same to create a better and growing
market and subsequently the economy.
The Chief Guest then released the ICSI Publication - Reference on Reconciliation of Share Capital Audit.
CS S. Kannan, Chairman, Bangalore Chapter of the ICSI delivered the concluding remarks and proposed
the vote of Thanks.
CS Haribabu Thota, Member, Managing Committee, Bangalore Chapter of the ICSI welcomed and
introduced the Speakers Mr.Murali Ananthasivan, Partner, J. Sagar Associates, Advocates and Solicitors,
Bangalore; and Mr.Gaurav Gupte, Principal Associate, Amarchandand Mangaldas and Suresh A. Shroff
and Co., Mumbai.
Mr. Murali Ananthasivan in his presentation on “Takeover Code – Major Changes” highlighted the major
reforms as per SEBI and stated that SEBI has initiated a process to make IPO forms shorter and simpler.
He also dealt on the impact of such changes under FII and FDI and Mutual Funds.
Thereafter, Mr. Gaurav Gupte in his presentation highlighted on New methods to garner minimum public
shareholding, offer for Sale through Stock Exchange and their Key Features and the upcoming proposals
to streamline the disclosure requirements and procedures. He then explained briefly the Pre-IPO
considerations for Unlisted Public Companies and the relevant preferential allotment rules. He also
explained in brief the Due diligence requirements, enforcement trends and other developments with
reference to Listing of Small and Medium Enterprises.
Technical Session- I “ Recent Regulatory Changes in Capital Market”
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CS R Srinivasan, Member, Managing Committee, Bangalore Chapter of the ICSI proposed the vote of
thanks.
CS Nagendra D Rao, Treasurer, SIRC of The ICSI welcomed and introduced the speaker Mr. Jagdish
Ahuja, Former President, Bangalore Stock Exchange Limited and CS S.N Ananthasubramanian, Vice-
President, The ICSI.
Mr. Jagadish Ahuja in his presentation dealt with the Current scenario of Capital markets across the globe
and highlighted the statistical information on global economy with respect to markets, economy and
monetary policies of various countries. He then focused on the FII and FDI trading activities for the year
th
2012. He also dealt with the impact of Budget 2012 -13 on the GDP and the 12 Five year plan and the
comparative analysis of REPO rate cycle and Market cycle.
Thereafter, CS S.N Ananthasubramanian, Vice-President, The ICSI in his presentation highlighted on
Fund raising by SME and Listings of SME's. He also dealt on contribution from SME and MSME to India in
a larger perspective and its advantages and disadvantages. He then emphasized on Regulatory norms for
SME under SEBI Guidelines and Obligations of Market makers and the Role that Company Secretaries
can play in this sector.
CS Nagendra D Rao, Treasurer, SIRC of The ICSI proposed the vote of thanks.
Technical Session – III “Indian Capital Market – How to Rebuild Investor Confidence”
CS S.C Sharada, Secretary, Bangalore Chapter of the ICSI welcomed and introduced the speakers, Mr. K.
Sukumaran, Dean, School for Investor Education and Financial Literacy, National Institute of Securities
Market, Navi Mumbai; and Mr. Suresh B Menon, Chief General Manager and Regional Manager of SEBI -
Southern Regional Office, Chennai
Mr. K. Sukumaran in his presentation focused on Strengths of Indian Securities Markets and Demand Side
Realities of investors. He then emphasized on problems of retail investors and the initiatives undertaken in
restoring investor confidence. He also dealt on golden rules for beginners and steps to stock market and
various tactics of wealth creation and measures to rebuild investors' confidence
Mr. Suresh B. Menon in his presentation on “Measures to Rebuild Investors' Confidence” highlighted the
Financial Educational Programmes offered by SEBI and the initiatives taken to educate the investors. He
also briefly explained the SCORES- SEBI Complaint and Redress System which strives at uplifting the
confidence of investors.
CS S.C Sharada, Secretary, Bangalore Chapter of the ICSI delivered the concluding remarks and
proposed the vote of thanks.
Technical Session – II “SME Exchange: Empowering India's SME Sector”
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Full Day Seminar on “Mergers and Acquisitions
The Bangalore Chapter of the ICSI jointly with Bangalore Chamber of Industry and Commerce (BCIC)
organised a full day seminar on “Mergers and Acquisitions on April 20, 2012 at 10.00 a.m. at ITC Windsor
Manor, Bangalore. Dr. Geeta Gouri, Member, Competition Commission of India was the Chief Guest. 50
participants attended the seminar.
Dr. Gouri in her address shared with the participants the types of cases pertaining to Merger and
Acquisitions that have come before the Competition Commission and requested the members to
shares their views/suggestions etc., which could be then considered for amending
regulations/guidelines to make them more comprehensive and meaningful.
Technical Session: I
Mr. H V Harish, VP-BCIC and Partner–National Management, Grant Thornton presented on “IFRS 3 –
Business Combinations” wherein he focused on Scope and key definitions under IFRS 3 (Revised 2008)
and the Key differences between IFRS 3 and Accounting Standard 14 (AS14, Accounting for
amalgamations). He then explained in detail the steps involved in Acquisition Method.
Technical Session: II
Mr. Ganesh Murthy, EVP & CFO, Mphasis presented on “Mergers & Acquisitions -An Industry Perspective”
emphasised on the need to have a specific strategy for M&A laid down and that such strategy needs to be in
line with Company's overall objectives. He then highlighted the key factors for M&A and explained the
aspects of sustainability of client relationships, Post merger synergy potential; Legal entity structure – tax
issues such as repatriation of dividend, future sale of asset , deemed dividend etc. and Cultural issues
Technical Session: III
Mr. Abhishek Goenka, Partner, BMR in his presentation on “Changed Tax landscape- after Budget 2012”
Highlighted the new paradigm of GAAR and its related issues. He also focused on the amendments in the
Budget and its impact. He then dealt with the Operations in India relating to Repatriation of Surplus Eligibility
for treaty relief and interplay with GAAR. He later briefly explained the taxability of control premium and
impact on transfers where sale consideration is indeterminate.
Technical Session: IV
Mr. Kalpesh Maroo, Partner, BMR presented on “Tax and Regulatory Landscape” wherein he pointed out
that the M & A in India is governed by multiple laws, Taxes & Duties and Regulation and highlighted the
reasons why are tax and regulatory considerations were important from an M&A context.
Technical Session: V
Mr. Vivek Bajaj, Vice-President, Corporate Trust and Loan Agency, HSBC, in his presentation stated that
“Escrow is a legal arrangement whereby a neutral third party, called the Escrow agent, holds an asset during
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Chapters’ Activity Report
the period in which the deal is being finalized by the other two or more parties” He then explained in detail the
types and benefits of Escrows. He also enumerated the Advantages of Escrow Services to Contracting
Parties in relation to regulatory and contractual escrows.
Technical Session: VI
Mr. Shashishekhar Chaugule, Client Service Director – Tax and Regulatory Services in his presentation
focused on Treatment of Intangibles & Other Income-tax Matters related to Mergers and Acquisitions viz.
Patents; Copyrights; Trademarks; Licences; Franchises; Know-how; Human capital; Non-compete fee;
Goodwill; Business or commercial rights of similar nature.
The Institute of Company Secretaries of India-Bangalore Chapter participated in the Times Education
th th
Boutique and Career fair, 2012 organised by the Education Times on April 28 and 29 at Palace Grounds,
Bangalore.
A stall was set up from 10.00 AM to 7.00 PM on both days of the career fair. Scroller Standy and Mounted
Posters about the course, and the banner of the Institute were displayed/put up in the stall. Prospectus,
Brochures and Course Study Materials were also displayed for reference of visitors.
More than 130 students and parents visited the ICSI Stall for enquiry of the CS Courses and its prospects.
Brochures with information about the course and contact details were given to all the visitors to then stall.
The Bangalore Chapter of the ICSI organized 8 Crash Course–Cum-Professional Development
Programmes as per the details given below. The Programme was well attended by students of Executive
Programme and Professional Programme.
Career Fair Organised by The Education Times
8 Crash Course-cum-Professional Development Programmes
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Sl.N
Date
Timings
Programme Details
Speaker
No of
Participants
1
14
&15.4.2012
10 AM –
6PM
Crash Course-cum-
Professional Development
Programme on "Advanced
Tax Laws and Practice"
CA and CS Gowrish
Kumar, Chartered
Accountant,
Bangalore
32
2
21.4.2012
10 AM –
6PM
Crash Course-cum-
Professional Development
Programme on "Due Diligence
and Corporate Compliance
Management and
Governance, Business
Ethics and Sustainability"
CS Neha Jain,
Company
Secretary,
Bangalore
23
3
22.4.2012
10 AM –
6PM
Crash Course-cum-
Professional Development
Programme on "Securities
Laws and Compliance"
CS M. A Vinay,
Assistant Company
Secretary, Subex
Private Limited,
Bangalore
16
4
22.4.2012
10 AM –
6PM
Crash Course-cum-
Professional Development
Programme on "Drafting,
Appearances and Pleadings"
CS. S.
Vivekananda,
Advocate, VGB
Associates,
Bangalore
39
5
28.4.2012
10 AM –
6PM
Crash Course-cum-
Professional Development
Programme on "Economic
and Labour Laws"
CS S. Saraswathi,
Company Secretary
and Legal Counsel,
Tesco HSC,
Bangalore
16
6
28.4.2012
10 AM –
6PM
Crash Course-cum-
Professional Development
Programme on "Corporate
Restructuring and
Insolvency"
CS Naveen P
Chandra, Executive
-
Legal and
Secretarial, BIAL
14
7
29.4.2012
10 AM –
6PM
Crash Course-cum-
Professional Development
Programme on "Company
Law"
CS M. Bhavani,
Practising Company
Secretary,
Bangalore
25
8
29.4.2012
10 AM –
6PM
Crash Course-cum-
Professional Development
Programme on "Strategic
Management, Alliances and
International Trade"
CS A.N. Srinatha,
Company
Secretary, Opto
Circuits (India)
Limited, Bangalore
18
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HYDERABAD CHAPTER
th
Quiz Programme & Farewell Function for 69 Batch Students on 08.04.2012
Inauguration of 16 Student Induction Programme on 16.04.2012
nd
42 World Earth Day - Company Secretaries Celebrations on 22.04.2012
th
The ICSI-Hyderabad Chapter organized a Quiz Programme on Sunday, the 8 April, 2012. CS. Shujath Bin
Ali, Chairman of the Chapter welcomed the gathering and explained the context. CS S. Sarveswara Reddy
was the Chief Guest and addressed the students and advised the students to do hard work and wished the
students to complete the course at the earliest. CS Vasudeva Rao Devaki, Chairman, Oral Coaching
Committee informed the objectives for conducting the Quiz. Chief Guest distributed prizes to Winners and
Runners-up. Mr. P. Vishnu Theja & Ms. CBK Swetha, Student coordinated the quiz programme.
th th
Chapter organized 16 Student Induction Programme on 16 April, 2012 CS Vasudeva Rao Devaki,
Secretary of the Chapter welcomed the gathering and presided over the Function. Dr. G. Srinivas , Joint
Secretary, UGC – SIRO & Sri Shaik Mohmmed Saleem, Deputy Commissioner, Kendrividyalaya
Sangatham, Hyderabad Guest inaugurated the programme. They emphasized that studies is for
knowledge, a student pursuing the CS course shall be professional in approach to ideas and positive
towards new Ideas. He said the only key for being a professional was having right attitude, true knowledge
and professional skills. He advised participants to develop managerial skills and develop proper
communication skills.
CS AV Rao, Member, SIRC also graced the function and addressed the function.
Chapter has organised in Association with ICWAI – Hyderabad Chapter & FAPCCI under the leadership of
our Past President Dr. PVS Jagan Mohan Rao.
Green Cycling
On the occasion a green cycling programme has been organized wherein the cycling has been down from
Hyderabad Chapter of Cost Accountants to Hyderabad Chapter of ICSI covering 5 Kms. CS S.S Marthi,
Chairman, SIRC has flagged of the event at ICWAI Office. Dr. PVS Jagan Mohan Rao Former President,
ICSI who has already covered a distance of 4 km starting from his residence to Ramakrishna Math, Lower
Tank Bund, Library , Himayatnagar and reached Hyderabad Chapter of Cost Accountants on his green
Cycle in green suit.
Green Walk
A green walk has been conducted with play cards of World Earth Day from ICWAI Office ICSI Office
SIRC e-NEWS LETTER April 2012
Chapters’ Activity Report
46
Including CS Shujath Bin Ali, Chairman of ICSI- Hyderabad Chapter, Sri ANS Nageswara Rao, Chairman,
ICWAI- Hyderabad Chapter, CS KK Rao, Vice-Chairman, ICWAI, CS R. Ramakrishna Gupta, Vice
Chairman, ICSI- Hyderabad Chapter, CS Vasudeva Rao Devaki, Secretary of the Chapter along with other
members participated. Several members of public have made enquired about the World earth Day thus
participating in- directly. A Green breakfast has been arranged at the ICSI- Hyderabad Chapter
Presentation of 42 Saplings to 42 eminent personalities .
nd
Commemorating the 42 World earth Day 42 saplings have been presented to various
people including senior members.
nd
Commemorating the 42 World earth Day 42 saplings have been presented to various
people including
1. Sri Marri Shashidhar Reddy, Vice Chairman –National Disaster Management Authority
2. Sri K Vijay Anand, IAS Managing Director, AP Genco
3. Sri C Narsing Rao, IAS, CMD , Coal India Ltd
4. Sri N K Nanda, CMD, NMDC
5. Dr K.S .Jawahar Reddy, IAS, Special Secretary to Chief Minister
6. Sri Suthirtha Bhatacharjee, IAS, Principal Secretary to AP Government, Infrastructure &
Investment
7. CS C Partha Sarathy, Chairman, Karvy Group
8. Sri Nitin, Chief Engineer, ITC Kakatiya
9. Sri P K Sharma,IFS, Addl. Prl. Chief Conservator of Forests (IT),
10.Sri PK Jha,IFS,Addl Prl Chief Conservator of Forests / Spl. Secy. to Govt. MA & UD Dept.
11. TV9 Officials
12.Sakshi Officials
13.V S Raju, President, FAPCCI & others
On the occasion of World Earth day an Elocution completion was conducted at FAPCCI. About 150
Students from ICSI , ICWAI and NALSAR Law University participated. Swami Beethi Harananda from
Ramakrishna Math has been the Chief Guest , addressed and blessed the students. CS Shujath Bin Ali,
Chairman, ICSI- Hyderabad Chapter presided over the function. CS Shalini Deen Dayal , Former
Chairperson address on the occasion and conducted the elocution programme. Dr. PVS Jagan Mohan
Rao, Former President , ICSI has graced the occasion and addressed the students. The Prizes for winners
and runners have been sponsored by Dr. PVS Jagan Mohan Rao, Former President, ICSI.
Elocution Competition for students
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47
“Our earth – Climate Change – Challenges and Opportunities for Industry and Professionals”
Programme on occasion of Capital Markets Week on “Recent trends in Indian Capital Markets and
recent changes in Capital Market Laws” on 23.04.2012
Valedictory Session of 16 Student Induction Programme on 24.04.2012
Chapter has organised progrmme on “Our earth – Climate Change – Challenges and Opportunities for
nd nd
Industry and Professionals” on the occasion of 42 World Earth Day on 22 April, 2012 at FAPCCI. CS
Shujath Bin Ali, Chairman, ICSI- Hyderabad Chapter presided over the function. VS Raju, President,
FAPCCI welcomed the gathering and informed about the importance of the Earth Day, Global Warming etc.
Sri N.K.Nanda, Chairman and Managing Director, NMDC was the Chief Guest addressed the participants on
Global Warming and coal , mining etc.
Concluding remarks and vote of thanks by SS Marthi, Chairman, SIRC.
CS R. Ramakrishna Gupta, Vice Chairman, CS Vasudeva Rao Devaki , CS Kavitha Rani Member of the
Managing Committee , KK Rao, Former Chairman of the Chapter , Ms. T. Mohana Viritha Bhavani Student
Member and actively participated. Dr. PVS Jagan Mohan Rao, Former President, ICSI has initiated and
coordinated the programme with active support of S S Marthi , Chairman- SIRC, Shujath Bain Ali, Chairman
– Hyderabad Chapter and Sri ANS Nageswara Rao, Chairman, ICWAI.
Chapter has organized “Recent trends in Indian Capital Markets and recent changes in Capital Market
rd
Laws” on the occasion of Capital Markets Week on 23 April, 2012. at Chapter Premises. CS P S Shastry,
Consultant- Merchant Banking, Soubhagya Capital Options Pvt Ltd” was the Chief Guest. He spoke
on evolution of capital markets and capital market laws and change undergone in last 30 years and
provided a comparative analysis with capital markets of western countries.
CS S. S. Marthi, Chairman- SIRC, in his address he emphasized how Company Secretary can take
strategic initiatives in capital market and importance of a Company Secretary to a Company
th th
Chapter has organised a Valedictory session of 16 Student Induction Programme on 24 April, 2012 at
Chapter premises. CS Shujath Bain Ali, Chairman of the Chapter gave a brief report on EDP and welcomed
the Chief Guest. Sri R. Dileep Reddy, Managing Editor, Indira Television Ltd, Saakshi Group,
congratulated the students for chosing the wonderful course. CS SS Marthi, Chairman, SIRC also graced
the function and addressed the function.
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48
Chief Guest and other dignitaries distributed the Certificates who have completed the training.
CS Vasudeva Rao Devaki, Secretary of the Chapter proposed a vote of thanks.
th
Chapter has organised 24 Professional Development Programme on the occasion of Capital Market
Week. CS Shujath Bin Ali, Chairman of the Chapter welcomed the students and informed that Chapter is
observing Capital Market week and its importance.
CS P. S. Rao, Company Secretary in Practice was the speaker and in his address he emphasized Listing
Means, Listing Agreement Means, Different Listing Agreements, Conceptual Framework, Important
Clauses of Listing Agreement and explained clause by clause and its applicability's.
th th
Chapter has organised 10 Executive Development Programme on 25 April, 2012 at Chapter Premises.
CS Vasudeva Rao Devaki, Secretary of the Chapter welcomed the gathering and informed about the
importance of the training and advised the students to interact the faculty members and get doubts
clarified. Prof. S. Jeelani, Director, Centre for Distance Education, University of Hyderabad was the Chief
Guest inaugurated by lighting of the lamp. He congratulated the participants on their successful
completion of Executive Programme also stressed the importance of rigorous training that has to be
undertaken by the trainees. Further he emphasized the importance of role of CS in the present era of
business and advised the participants to update knowledge on a day to day basis.
CS Vasudeva Rao Devaki, Secretary of the Chapter proposed vote of thanks.
The ICSI - Hyderabad Chapter has organised one-day Seminar on 27 April 2012 on SME Exchange &
Listing at Hotel Daspalla, Hyderabad. CS Shujath Bin Ali, Chairman, ICSI-Hyderabad Chapter gave
introduction speech which included matters such as regarding Vision of ICSI, Role of ICSI and Various
ICSI Programs. He shared his views regarding celebrating Capital Market Week and Objectives.
The Chief Guest, Mr Lakshman Gugulothu, CEO, BSE-SME Exchange has highlighted the significance
of exchange and benefits that accrue to the SMEs by virtue of this initiative. Prof. P Udaya Shanker,
Director In-charge (School of Enterprise Management), Ni-MSME was the Guest of Honour wherein he
has explained the role played by the institute for the promotion of MSMEs. The initiatives include adopting
best practices, cluster approach, promotion of financial markets, etc. were explained by; CS SS Marthi,
Chairman, SIRC gave his address and shared the current trends. CS Sudhir Babu, Council Member, The
th
24 Professional Development Programme on Listing Agreement Clause by Clause
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Inauguration of 10 Executive Development Programme on 25.04.2012
Seminar on SME Exchange & Listing on 27.04.2012
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ICSI introduced the theme to the members. The delegates comprised of Company Secretaries, Chartered
Accountants, Cost Accountants, Advocates, Corporate Executives, Practising professionals attended the
seminar. Later, Prof P Udaya Shanker has interacted with the officials to have joint initiatives for the
promotion of MSMEs.
First Technical Session:-
In the First Technical Session CS B.Pavan Kumar, Director, B5 consulting was the Panel
Moderator -
Speakers:-
ØLaksman Gugulothu, CEO, BSE SME Exchange.
ØNamshivaya, Director, Zen Securities
ØC.Kutumba Rao, Stock Analyst
vMr.Pavan Kumar started the session with introducing the speakers. He introduced the concept
and gave an overall perspective .
vLaksman Gugulothu started off with VISION and MISSION of SMEs. VISION is about “Wealth
creation by the SMEs through inclusive economic growth”.
vMISSION is about, “Provide the world class platform for the SMEs and investors to come
together and raise the equity capital”.
vHe spoke about BSE SME Platform which provides a great opportunity to the entrepreneurs to
raise equity capital for the growth and expansion of SMEs.
vHe commented about corporate leveraging .He discussed about debt capital Vs equity capital
and also about Banks Vs Capital Markets.
vHe further discussed about how SME Board is different from Main Board. He added on how
SME Exchange is evolved and how it is different from OTCEI model.
vHe further went on with Interpretation of SMEs Regulations and shared information about Bid
and Ask Spread on SMEs Exchange. He further concluded by speaking about ODD lots Trading,
Preparation for IPO and investors investing in SMEs.
vMr. Namshivaya started with a PPT Presentation on SME Exchange. He discussed on Market
Making. He further discussed how SMEs Exchange helps SMEs.
vHe discussed about Trading system of SMEs Exchange, Bid and Ask Spread on SMEs
Exchange, ODD lots Trading, Preparation for IPO and Due Diligence.
vHe further concluded by discussing the benefits of SMEs listing and Tax benefits for SMEs.
vMr. C.Kutumba Rao gave views about corporate governance and corporate transparency. He
pointed out certain details regarding a case of Varun Industries.
vHe spoke about SMEs Platform and role of professionals in SMEs Listing.
SIRC e-NEWS LETTER April 2012
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vHe advised Mr.Laksman Gugulothu regarding lot changes due to which investors are finding
difficulty in purchasing or selling of shares.
vHe further concluded by discussing about getting new investors, financial illiteracy, selection of
Merchant Banker etc.
In the Second Technical Session CS Sudheendra Putty, Company Secretary, Infotech
Enterprises Limited was Panel Moderator
Speakers:-
ØK K Maheshwari, CIL Securities Ltd
ØCS P.S.RAO, Company Secretary in practice
ØSri Y.Suryanarayana, Advocate
ØSri Sanjay Gadhalay, Associate Director, Indian School of Business
vMr. Sudheendra Putty shared his views about British Legacy and about World Wide Stock
Exchanges. He further commented that SMEs are lagging to access to capital markets
and he also discussed about SMEs Platform.
vMr. Sudheendra Putty later introduced the speakers and invited K K Maheshwari to speak
on the issue.
vK K Maheshwari discussed about Merchant banking and perspective of Merchant Banker
in SMEs.
vHe further discussed about role of Merchant Banker and procedure of SMEs issue.
vHe further concluded by discussing about the Spread BSE SME Exchange.
vMr. P.S.Rao started sharing his experience which he gained since last six months in
handling SMEs IPO.
vHe gave introduction to issues relating to SMEs listing. He continued discussing about
short comings for SMEs, valuation and cost concerns.
vHe further explained what concern one must take in preparation of offer documents and
Marketing of IPO.
vHe commented on Market Making and concluded by discussing about companies opting
for SMEs Listing.
vHe then discussed about SMEs Regulatory Framework for IPO and Listing.
vHe discussed a few regulations of chapter 10B of SEBI (ICDR) Regulations, 2009.
vHe presented the model listing agreement and explained the meaning of SMEs
Exchange.
vHe further concluded by discussing about SMEs Exchange/platform in India, Evolution of
SIRC e-NEWS LETTER April 2012
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SIRC e-NEWS LETTER March 2012
53
Regulatory frame work for listing on SMEs Exchange, snapshot of the chapter 10B of
ICDR and eligibility criteria for listing on NSE SMEs Platform emerge.
vSanjay Gadhalay provided his views on SME, (management, operational and financial)
Bandwidth of companies and concluded by giving his views on new emerging India.
An “Awareness Programme on Funding Option for Micro, Small and Medium Enterprises” was organized
jointly by the Centre for Corporate Governance, Research & Training, Navi Mumbai of the Institute of
th
Company Secretaries of India, New Delhi and the Salem Chapter of the ICSI on the 8 April 2012 at Hotel Salem
Castle, Salem. Members and student members of the Salem Branch of the Institute of Company Secretaries
of India and the Institute of Cost Accountants of India participated in this programme.
Shri R Radhakrishnan, Assistant General Manager, Indian Bank, Salem was the Guest of Honour and he
inaugurated the programme. In his inaugural speech, Shri R Radhakrishnan recalled out of his experience
instances where the banks served the tiny, small and medium enterprises in the past and with the
introduction of the Micro, Small and Medium Enterprises Act, 2006, a thrust has been given by the
Government of India in encouraging such industries where look upon bankers for their basic requirements.
He advised how the entrepreneurs should prepare themselves before approaching the bankers for any
investment to meet their requirements. He felt that due to lack of knowledge the micro and small
entrepreneurs land up in not able to repay their loans and programme like this would go a long way in
addressing their needs.
Shri Raju Ananthanarayanan, Director, LEXPRAXIS Consulting Private Limited, Mumbai made a keynote
presentation. He said the very important thing that the MSME has done is that they brought the services
sector for the first time under the MSME Act. In view of this both the manufacturing as well as the service
sector covered by the MSME could avail the benefits. Drawing reference to the threshold limits of micro,
small and medium enterprises, he said that the maximum investment in medium enterprises shall not exceed
Rs 10 crores for a manufacturer. He discussed the various options available under the Act for raising funds
which could be better utilized by the MSMEs by resorting to the advice extended by Practising Company
Secretaries. MSME also step up their standards and go in for public issue once they are geared up for which
necessary platforms are being provided by SEBI.
Shri Ranjith Krishnan, Senior Executive of the CCGRT, Navi Mumbai advised the students to keep abreast of
the provisions of MSMEs for their successful learning and later on be a good adviser to the entrepreneurs
SALEM CHAPTER
Awareness Programme on Funding Options for MSMEs
SIRC e-NEWS LETTER April 2012
51
whoever needs it.
Earlier, Shri S Solaiappan, Chairman of the Salem Chapter of ICSI welcomed the gathering, Shri N Santhanam,
Secretary of the Chapter introduced the theme of the programme, the Guest of Honour and the Speakers and
Shri S Gnanasekaran, Vice Chairman of the Chapter proposed vote of thanks.
There was a good interaction in the programme and the speakers answered the queries raised by the
participants.
A Seminar on the Budget of 2012-13 was held jointly by the Salem Chapter of the Institute of The Company
th
Secretaries of India and The Institute of Cost Accountants of India on 8 April 2012 at Hotel Salem Castle
between 3.00 PM and 5.30 PM. Shri CA B A Shankar briefed the gathering about the various aspects of this
year budget. He explained about the various tax reforms that have been put forth for the next fiscal year by
the Finance Minister in respect of the Direct and Indirect taxes. Earlier the chairmen of both the chapters of
the institutes Shri Solaiyapppan and Shri Krishnamoorthy welcomed the gathering and introduced Shri CA B
A Sankar. Shri Santhanam, the secretary of the Salem Chapter of the ICSI, gave vote of thanks.
Half day session on how to prepare for exams was conducted exclusively for CS Foundation students.
CS Ramachandran, Vice Chairman was the chief guest and he emphasized on the writing skills for
exams and importance of legal language and also described about the new syllabus.
A meeting of oral coaching students of the Thrissur Chapter was conducted at the chapter premises and Mr
Santhosh, Chairman of the CS Student's Forum of ICSI Thrissur co ordinate the students and discussed
about the various problems of CS students' fraternity at Thrissur
Thrissur Chapter of the ICSI jointly organized a one day programme on “MSME SETTING UP, FUNDING
th
OPTIONS, DUE DILIGENCE AND LISTING” jointly with CCGRT of ICSI and BSE on 5 April 2012 at
Casino Hotel Thrissur. CS Ramachandran T M, Vice Chairman of Thrissur Chapter welcomed the
participants. The program was inaugurated by the Chief Guest Prof K Raveendranath, Pro-Vice
Chancellor, University of Calicut, Kerala. During his speech, Prof K Raveendranath briefed about the
need of more joint programmes with various NGOs and other institutions for the awareness of MSMEs
and it funding and he congratulated the institute for organizing this type of awareness programmes to
Seminar on Budget 2012-2013
Half-a-day Session on How to Prepare for Examinations
One day programme on “MSME Setting up, Funding Options, Due Diligence and Listing”
THRISSUR CHAPTER
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Chapters’ Activity Report
public. CS Vasudevan M, Treasurere of Thrissur Chapter proposed vote of thanks.
Speaking at the first technical Session on Setting up of MSMEs and its Funding options, Shri K V
Ramaswamy Managing Director Quadratic Financial Pvt Ltd. explained the role of Company Secretaries in
ensuring good of corporate governance in the field of MSMEs and described about the various difficulties
of MSMEs to cop up with the present environment. There was an interactive session with the speaker,
where querieson the various points clarified.
In the second technical session, after lunch, Shri Bakul Pandya, Advocate, Bombay High Court presented
the topic on 'Due Diligence in MSMEs & Listing' with emphasis on Listing formalities and its benefits to the
MSMEs.. The sessions were followed by active interaction from the participants. CS Jacson David,
Managing Committe Member, Thrissur Chapter of the ICSI delivered the vote of thanks.
th th
Chapter has organized Valedictory Session of 4 Student Induction Programme on 5 April,
2012 at Casino Hotel, Thrissur. CS Ramachandran TM, Vice Chairman of the Chapter welcomed the
gathering and he spoke about importance of reading during the students life and for improving the
efficiency of a students . Mrs Syama, AEO, ICSI Coimbatore Chapter was the Chief guest and CS
Vasudevan M, Senior Company Secretary, distributed the Certificates to the participants.
th
The Thrissur Chapter of ICSI organized a study circle meeting on 5 April, 2012 at Casino Hotel, Thrissur,
Kerala. CS Rajiv, Company Secretary in Practice, Ernakulum was the pilot faculty.
Chapter, in association with CS Students' Forum, Thrissur has organized a special Programme on
th
“importance of Various Training Programmes of ICSI” for students on 5 April, 2012 at Casino Hotel,
Thrissur. Mrs Payal, Executive Student welcomed the participants and Mr Ranjith Krishnan, AEO,
CCGRT of ICSI presented the topic. He explained about the various training programmes of the ICSI
and importance of active participation. The session was highly interactive and the speaker made every
effort to clear all the queries put forth by the students. The program was warmly welcomed and was
very well attended with over 100 students being present. Mr Amal Suresh Babu, professional student
proposed vote of thanks.
th
The Study Circle meeting was on 18 April 2012 wherein students discussed on the topics from
th
Valedictory Session of 4 Student Induction Programme
Study Circle Meeting
Special Students Programme on “Importance of Various Training Programmes of ICSI”
Discussion on Topics from General and Commercial Laws
SIRC e-NEWS LETTER April 2012
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Chapters’ Activity Report
General and Commercial L aw. Students discussed the topics in line with previous question papers.
Twenty of the students participated in the discussion and made use of the study circle meeting.
th
Chapter has organized Valedictory Session of Oral Coaching Class for June 2012 exams on 27 April,
2012 at Chapter premises. CS Jacson David, Managing Committee Member of the Chapter & Practising
Company Secretary was the chief guest. He emphasised the continuous reading of study material and
revision of important points for acquiring better marks. He explained the future activities for students by the
Chapter including the importance of crash courses and model test papers. Mr Anil welcomed the gathering
and Mr Jithin delivered the vote of thanks.
th
Chapter has organized Valedictory Session of Oral Coaching Class for June 2012 exams on 28 April,
2012 at Chapter premises. Mr Sunoj, Faculty member, was the chief guest. He narrated mainly about
the exam tips and effective utilisation of time during exam days. CS Anuradha, Secretary of the
Thrissur Chapter, also present.
Valedictory Session of Oral Coaching Class for Executive Programme
Valedictory Session of Oral Coaching Class for Foundation Programme
SIRC e-NEWS LETTER April 2012
54
Chapters’ Activity Report
Attn: Members
SIRC e-NEWS LETTER March 2012
55
PAYMENT OF ANNUAL MEMBERSHIP AND CERTIFICATE OF PRACTICE FEE
FOR THE YEAR 2012-13
MODE OF REMITTANCE OF FEE
The annual membership fee and certificate of practice fee for the year 2012-13 will become due for
st th
payment w.e.f. 1 April, 2012. The last date for payment of fee is 30 June 2012.
The membership and Certificate of Practice fee is as follows:-
1. Annual Associate Membership fee Rs. 1125/-
2. Annual Fellow Membership fee Rs. 1500/-
3. Annual Certificate of Practice fee Rs. 1000/-(*)
*The certificate of practice fee must be accompanied by a declaration in form D duly completed in all
respects and signed. The requisite form 'D' is available on the website of Institute and
also published elsewhere in this issue.
The fee can be remitted by way of :
(i) On-Line (through payment Gateway of the Institute's web-site ( ) ) by following the
steps given below:-
a) The member has to visit the portal
b) The member has to login in to self profile by selecting the option Member-- > Associate/Fellow
c) The member has to enter Membership number in the box provided.
d) The member has to enter password in the box provided (The member has to click on Reset
password link if creating for the first time)
e) After Logging in the member has to click on the link ' Annual membership Fee'
f) The member has to click on 'Proceed for Payment' button for making payment through online
payment gateway. The member may keep the generated acknowledgement for future reference
and record.
(ii) Credit card at the Institute's Headquarter at Lodi Road, New Delhi or Regional Offices located at
Kolkata, New Delhi, Chennai and Mumbai.
(iii) Cash/ local cheque drawn in favour of `The Institute of Company Secretaries of India', payable at
New Delhi at the Institute's Headquarter or Regional/ Chapter Offices located at Kolkata, New
www.icsi.edu
www.icsi.in
http://www.icsi.in
SIRC e-NEWS LETTER April 2012
55
Attn: Members
SIRC e-NEWS LETTER March 2012
55
Delhi, Chennai, Mumbai and Chandigarh, Jaipur, Bangalore, Hyderabad, Ahmedabad, Pune
respectively. Out Station cheques will not be accepted. However, at par cheques will be
accepted.
(iv) Demand draft / Pay order drawn in favour of `The Institute of Company Secretaries of India',
payable at New Delhi (indicating on the reverse name and membership number).
For queries, if any, the members may please contact Mr. D.D. Garg, Desk Officer or Mrs. Vanitha
Dhanesh on telephone Nos.011-45341062/64 or Mobile No.9868128682 / through e-mail ids:
,
ICSI-SIRC is conducting Oral Coaching Classes, Management Skills Orientation Programme [MSOP],
Student Induction Programmes [SIP], Professional Development Programme [PDP] and Executive
Development Programme [EDP]. The members are requested to enroll themselves as FACULTY for oral
coaching programmes and other training programmes conducted by the ICSI – SIRC, thus sharing their
knowledge with the budding company secretaries.
"BE BENEVOLENT TO YOUR FAMILY. REGISTER FOR CS BENEVOLENT FUND TODAY”
This is an appeal to all our members who are not members of CSBF to kindly register for the same as this
is the only benefit which we can pass it on to our family members. Your membership to the fund will go a
long way in strengthening the corpus of the fund, which will result in the Institute being able to provide a
higher amount of Financial Assistance to members and their families in time of need.
What you need to do is very simple:
1. Download and take print of the application form for CSBF-www.icsi.edu
2. Fill the required information
3. Draw a cheque or DD for Rs. 7500/- in favour of
Institute of Company Secretaries of India, payable at Chennai
towards one time membership fee to CSBF.
Alternatively, log into pay online and join the fund.
annualfee@icsi.edu cp@icsi.edu
www.icsi.in
INVITATION TO MEMBERS TO ENROL AS FACULTY
COMPANY SECRETARIES BENEVOLENT FUND – IMPORTANCE
CSBF Life membership subscription increased from Rs.5,000/- to 7,500/- w.e.f.1-4-2012.
SIRC e-NEWS LETTER April 2012
56
Attn: Members
SIRC e-NEWS LETTER March 2012
57
Advantages to you:
ICSI-SIRC LIBRARY
1. Contribution to the Fund is a noble cause.
2. Members of the ICSI after becoming the member of CSBF get the additional
security shield for the life.
3. Contribution to the Fund qualify for the deduction under
section 80-G of the Income Tax Act, 1961.
The CSBF can provide much needed financial assistance in such cases if the corpus of the Fund increases
substantially which is possible if more number of members are enrolled for the fund.
Our object is to make 100% registration by our esteemed members from Southern Region.
I earnestly request all the members to join for this campaign so that we can help our own family as well as
the families of our fellow members in times of distress.
The significant importance of becoming a Member in the Company Secretaries Benevolent Fund is to help
the members who are in distress and need financial help. Due to low enrolment for the Benevolent Fund,
the Institute is not in a position to extend the required benefit to the Members and therefore, it is an
opportune time to become Members of the Benevolent Fund and thus extend full support to the
Members who are in distress through the Fund. One time fee payable to become a member under the Fund
is Rs.7500/- [Rs.7500/- w.e.f. 1.4.2012], which may be sent by way of crossed cheque/demand draft
favoring “Company Secretaries Benevolent Fund” payable at New Delhi. For further details please contact
ICSI-SIRO, Chennai.
For clarifications/queries contact Ms. Meenakshi Gupta, Joint Director on telephone no.45341047 or Shri
J S N Murthy, Desk Officer.
The library is having a wide range of facilities including internet access. Quite a number of new books have
been added. The refurbished library is having separate enclosures for the members and students in order
to enable them to pursue their academic pursuits in calm atmosphere.
Yearly Library Subscription: Rs.500/- for Members and Rs.200 for Students per financial year. [April to
March]
For further details please contact ICSI-SIRO, Chennai.
SIRC e-NEWS LETTER April 2012
57
Attn: Members
SIRC e-NEWS LETTER March 2012
57
SPARING THE FACILITIES AT ICSI-SIRC HOUSE
The ICSI-SIRC House is having two halls – Dr A C Muthiah Conference Hall and LV B Hall. These
halls are being let out to conduct in-house meetings of the companies; arbitration meetings; board
meetings; EGM and other similar types of programmes. These halls are having adequate facilities
like mike facilities, lift, fully backed power supply, ample parking space. The ICSI-SIRC is centrally
located. For further details, please contact, ICSI-SIRO.
Members are aware that The ICSI – Southern India Regional Council has in place the scheme of the
Corporate Membership/Annual Membership. The scheme has been improved over the years based
on the feedback/suggestions from the Members of the scheme. Still, we are constantly making all
endeavours to make this scheme more attractive and useful to the members.
The validity of Corporate Membership / Annual Membership Scheme is from 1.4.2012 to 31.3.2013. In order
to acquire new competencies and skills, learning and training are essential for professional excellence. The
Regional Council is organizing various professional development programmes, which will be focused on
parameters like – Optimization of Learning Process; Value Addition to the working knowledge; Initiation to
Multi-skilling; Enrolling as a Corporate Member/Annual Member therefore assumes great significance and
importance.
Exempted from payment of Delegate fee in respect of –
Corporate Membership Scheme : 2012-13
Background
Importance of Corporate Membership
Benefits and Privileges
· 6 Full day Programmes
· 8 half day programmesConcessional Delegate Fee in respect of –
§ Regional Conference
§ Regional PCS Conference
¨ One time approval from the Management for attending the progammes organised by ICSI-SIRC
¨ Nomination/Deputation of a person to the earmarked programmes, in case a Corporate Member/ Annual
Member is not in a position to attend the programmes.
¨ In case a Corporate Member/ Annual Member has not attended the earmarked Programme nor deputed a person
for the Programme, a full set of background material and other papers circulated at the Programme would be
furnished to the member concerned.
¨ Prior Intimation about all the programmes through e-mail and newsletters.
Other benefits and Privileges are –
SIRC e-NEWS LETTER April 2012
58
Attn: Members
SIRC e-NEWS LETTER March 2012
58
REGISTRATION FORM FOR CORPORATE MEMBERSHIP SCHEME: 2012-13
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,
Name of Applicant
:
FCS/ACS No.(if any)
:
CP No
:
Designation
:
Name of the Organisation
Address of the Organisation
:
Contact Details: Ph No Off:
:
Residence
:
Mobile
:
Email ID (1)
:
Email ID (2)
:
Payment Details: Amount
:
Rs.6000
Cash/Cheque/DD No.
:
Dt.
:
Drawn on
:
Yours faithfully,
Date
:
Place
:
seal
Sponsoring Authority / Delegate
Corporate Membership
No
[for office use]
SIRC e-NEWS LETTER April 2012
59
Validity
Corporate Membership/ Annu al Mem bership is valid from 1.4.2012 to 31.3.20 13.
General I nformation
Apart from the individual members, Corporate Membe rs can also spo nsor their executives f or the Corporate
Membership/ Annual Membership Scheme. Mem bers who have been sponsored by their compa nies as Corporate
Members/ Annual Mem bers are entitled for further nomination/deleg ation in case he/she could not attend a
particular Programme. Multiple Corporate Memberships from th e Corp orates are accepted.
Enrolmen t Details
Fee : Rs.6,000/- [Rupees six tho usand only] to be paid by way of C ash/Cheque/ DD drawn in favour of “SIRC OF
THE ICS I” . Fee can also be paid by way of credit card.
Attn: Members
SIRC e-NEWS LETTER March 2012
59
Applications for Panel of Paper Setters and Examiners
for Company Secretaries Examinations
http://www.icsi.edu/webmodules/member/forms/examnew.pdf
The Institute prepares and updates the panel of Paper Setters and Examiners at regular intervals for
conduct of Institute's examinations. In this regard the Institute invites applications from suitably qualified,
competent and experienced persons having academic flair and willingness to undertake such academic
and confidential assignments in any subjects of CS examinations and especially in any of the following
subjects:
A copy of the announcement inviting applications for empanelment of Paper Setters and Examiners is
available on the website and is also reproduced hereunder.
Persons who have requisite qualifications, experience and interest in evaluation of answer books may
send their bio-data duly filled in to – The Joint Director (Examinations), The Institute of Company
Secretaries of India, C-37, Sector 62, Institutional Area, NOIDA – 201309. The application
f o r m c a n b e d o w n l o a d e d f r o m t h e I n s t i t u t e ' s w e b s i t e :
or may be obtained by post on request.
(i) Company Law Executive
Programme
(ii) Economic and Labour Laws Executive
Programme
(iii) Securities Laws and Compliances Executive
Programme
(iv) Company Secretarial Practice Professional
Programme
(v) Drafting, Appearances and Pleadings Professional
Programme
(vi) Corporate Restructuring and Insolvency Professional
Programme
(vii) Due, Diligence and Corporate Compliance
Management
Professional
Programme
(viii) Governance, Business Ethics and Sustainability. Professional
Programme
SIRC e-NEWS LETTER April 2012
60
Attn: Members
SIRC e-NEWS LETTER March 2012
60
INVITATION OF APPLICATIONS FOR
PANEL OF PAPER SETTERS AND EXAMINERS
FOR THE COMPANY SECRETARIES EXAMINATIONS
The Institute is inviting applications for preparing a panel of Paper Setters and Examiners in the
following subjects of company secretaries examinations. The applicants are requested to give their
option of subjects, in order of preference, under the following disciplines:
I
LEGAL DISIPLINE SUBJECTS:
(a) Law:
(i) General and Commercial Laws Executive Programme
(ii) Tax Laws Executive Programme
(iii) Company Law Executive Programme
(iv) Economic and Labour Laws Executive Programme
(v) Securities Laws and Compliances Executive Programme
(b) Law and Practice:
(i) Company Secretarial Practice Professional Programme
(ii) Drafting, Appearances and Pleadings Professional Programme
(iii) Corporate Restructuring and Insolvency Professional Programme
(iv) Advanced Tax Laws and Practice Professional Programme
(c) Law and Management:
(i) Elements of Business Laws and Management Foundation Programme
(ii) Due Diligence and Corporate Compliance Management Professional Programme
II MANAGEMENT, BUSINESS COMMUNICATION, ETHICS AND
SUSTAINIBILITY DISCIPLINE SUBJECTS:
(I) English and Business Communication Foundation Programme
(ii) Strategic Management, Alliances and International Trade Professional Programme
(iii) Governance, Business Ethics and Sustainability Professional Programme
III ECONOMICS DISCIPLINE SUBJECT:
(i) Economics and Statistics Foundation Programme
SIRC e-NEWS LETTER April 2012
61
Attn: Members
SIRC e-NEWS LETTER March 2012
62
IV ACCOUNTING AND FINANCE DISCIPLINE
SUBJECTS:
(i) Financial Accounting Foundation Programme
(ii) Company Accounts, Cost and Management
Accounting
Executive Programme
(iii) Financial, Treasury and Forex Management Professional
Programme
Stage of Examination For Paper Setting For Evaluation of Answer Books
Foundation Programme Rs.5,000/- per paper Rs.40.00 per answer book
Executive Programme Rs.6,000/- per paper Rs.50.00 per answer book
Professional Programme Rs.7,000/- per paper Rs.60.00 per answer book
SCALE OF HONORARIUM
QUALIFICATIONS
A person applying for empanelment of his/her name as a Paper Setter/Examiner should be holding
professional qualification as member of the Institute of Company Secretaries of India/Institute of Cost
and Works Accountants of India/Institute of Chartered Accountants of India at least for five years and/or
a Doctorate Degree/Postgraduate Qualification with at least second class in the disciplines of Law,
Management, Finance & Accounting and International Trade & Economics with five years experience
either in an academic position or in practice or in employment in the concerned field/discipline having
relevance to the subjects of examinations.
DESIRABLE EXPERIENCE
Persons having adequate experience of teaching and as Head Examiner/Moderator/Paper
Setter/Examiner in subjects of Legal, Management, Finance & Accounting and International Trade and
Economics discipline at graduate/post-graduate level or professional examinations or in writing book(s)
or study material in the relevant subject(s) OR any other specialised graduate/post-graduate level
qualification(s) with relevant work experience having direct relevance to the aforesaid subject(s) of
examination(s) will be preferred.
HOW TO APPLY
Candidates fulfilling the above conditions and not registered as a student of the Institute may send
their bio-data in the prescribed application form. The prescribed application form may be
downloaded from the Institute's website
The blank application form can also
be obtained by post from the Joint Director (Examinations), The Institute of Company Secretaries
of India, C – 37, Institutional Area, Sector – 62, NOIDA – 201 309 or by sending an e-mail to
http://www.icsi.edu/Webmodules/Member/forms/examnew.pdf
exam@icsi.edu
SIRC e-NEWS LETTER April 2012
62
Attn: Students
63
ANNOUNCEMENTS FOR STUDENTS
Batch No.
Dates & Duration
Last Date for
receipt of
Application
Venue of Programme
15th batch of Student
Induction Programme
[SIP]
17th
May 2012
to
25th
May 2012
10.05.2012
ICSI – SIRC House
No.9, W h eat Crofts
Road , Nungambakkam,
Chennai –
600 034
siro@icsi.edu
044 -
28268685
12th
MSOP
13th
June 2012
to
29th
June
2012
6.6.2012
ICSI–SIRC House
No.9, Weat Crofts Road,
Nungambakkam,
Chennai –
600 034
siro@icsi.edu
044 -
28268685
SIRC e-NEWS LETTER April 2012

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