india regional council sirc enewsletter...tentative programme schedule of sirc of the icsi for the...

SOUTHERN INDIAREGIONALCOUNCIL

Issue No. 7 July 2018

FROM THE CHAIRMAN

ChairmanCS Mohan Kumar A

Vice ChairmanCS S Kannan

SecretaryCS N Balasubramanian

MembersCS Damodaran M

CS Sekhar Babu A V V S S Ch B

Ex-officio

CS Ahalada Rao VCS Ramasubramaniam CCS Nagendara D Rao

ICSI-SIRC HOUSENo.9, Wheat Crofts Road

NungambakkamChennai - 600034

www.icsi.edu/siro/homeEmail ID: [email protected]

Issue No. 7 July 2018

Southern IndiaRegional Council

SIRC eNewsletterMarch 2019

Issue No. 3

TreasurerCS Rajavolu Venkata Ramana

ICSI-SIRC HOUSE, No.9, Wheat Crofts Road, Nungambakkam,Chennai - 600034

www.icsi.edu/siro / [email protected]

ICSI-SIRC eNewsletter

CS Mohan Kumar ACS N BalasubramanianCS Sivakumar PCS M AlagarCS Usha GCS Shilpa Viswanathan

Editorial Team

Co-opted

CS Bhat M R

We are shaped by our thoughts. We become what we think

Dear Professional friends,

We are extremely thankful to you for encouraging and

supporting the initiatives and programs conducted by the

Regional Council. This motivates us to progress in the

right direction.

The month of February was full of activities and would like

to share with you some important events that happened.

ICSI Leadership Summit

ICSI conducted a leadership summit in Delhi in the third week of February,

2019, which was attended by all Regional Council members, Chairman of

various chapters and heads of department across India. President of ICSI

spoke about Vision 2022 and the initiatives taken by the new council. The

leaders from each region had the opportunity to present their plan for the

next few years and also to align with Vision 2022.

Various awards were given during this event based on last year

performances. Happy to share that SIRC and its Chapters got seven

awards in different categories such as Oral coaching, Career awareness,

Signature awards, Registration of Students etc.

The two days event had lots of learning and experience for each of the

participant.

Professional Development programs at SIRO and various chapters

MCA is coming out with new initiatives for better compliance and SIRO and

its chapters are conducting seminars on topics on these latest changes.

The seminars at SIRO have been well received; Companies Act refresher

course, Meet the Regulator programme with our Beloved Registrar of

Companies and other programs were well attended and interaction by

Members was also thought provoking.


With Warm Regards

Yo u r s S i n c e r e l y

CS Mohan Kumar A

Chairman, ICSI-SIRC

We are starting a series on Focus Young CS, Reception for SIRC newsletter

wherein new avenues for the Company I am extremely happy to receive lot of positive and secretaries will be discussed at length. We are constructive feedback from Members for the SIRC sure this will be useful for all the young CS and also newsletter of February 2019. Members have noted for the CS who are getting into practice now.small aspects also and had shared their views,

President's visit to Chennai which really encourages us. Some of the

comments given by readers are shared in this ICSI President CS Ranjeet Pandey visited issue of Newsletter.

thChennai on Feb 27 and participated in series of

events. His interaction with members was Placement program

attended by more than 175 members. He The SIRO conducted a placement program on addressed the members on all the new initiatives

thFebruary 8 2019 in which, employers and of ICSI and answered all their queries. The candidates attended and benefited. Since the President also met the students of the Region and results for CS exams has been published on took note of all their suggestions. Later he met the

thFebruary 25 2019, we are planning for one more representatives from the Print and Electronic Placement program in the month of March, details media.of which will be sent separately.

Meeting with MCA SecretaryChapters zeal

ICSI-SIRC team met The chapters of the ICSI-SIRC are conducting Shri. InjetiShrinivas IAS, many professional development programs, events Secretary, MCA (Ministry such as Cricket matches for members and some of Corporate Affairs) innovative sessions. It is really happy to see that when he visited Chennai the new team at all the chapters are exhibiting on Feb 22, 2019.enthusiasm and zeal to take our profession

forward.Regional Director

South CS Bhat M R, The current issue of newsletter has some

R O C C h e n n a i interesting articles and new areas. I request you to

CSSeharPonraj and kindly go through and share your views and

M r s . S a r a h suggestions.

Arokiaswamy, Joint

Sec re ta r y, ICS I

SIRC were also present.

Meet the Regulator program with Registrar of

Companies, Tamilnadu

The meeting with Registrar of Companies,

Tamilnadu was well attended. Our beloved ROC

answered all the queries of the members. In

March, we will be hearing Dr. K. Thirumalaimuthu,

official Liquidator in Meet the Regulator program

and communication in this regard will be sent

shortly.

Issue No. 3 March 2019

INDEX

SIRC Photographs 5

SIRC Activity Report 10

SIRC Chapters’ Activity Report 15

Articles 24

Juice of Latest Judgements 28

Recent Updates on Corporate Law 31

Quiz Corner 36

Know Your Member 38

Interview with Student 40

Answers to Questions in Quiz Corner 42

Compliance Calendar for March 2019 43

ICSI Motto Song Translation 47

Comments from Members 48

Announcement for Members 49

Announcement for Students 53


CONTRIBUTE TO THE SIRC E-NEWSLETTER

E-Mail Id:[email protected]

TENTATIVE PROGRAMME SCHEDULE of SIRC of the ICSI For the month of March 2019 (held / to be held)

Date Venue / PCH Event Speakers

05.03.2019 6.00 pm

PCH -1

ICSI-SIRC House, Chennai

Emerging Role of CS in Protecting Controlling Interest of Promoters

CS Sundharesan JPractising Company SecretaryChennai

08.03.20194.00 pm

PCH - 2PDP 4


International Women’s Day Celebrations 2019

Inaugural Session Chief GuestMrs. Meena MohanCo-Founder & Director, Ionix Technologies Pvt Ltd. Immediate Past Chairperson FICCI FLO, ChennaiCS Jalaja GSenior Vice President (Retd.) – Management Audit & Company SecretaryE I D Parry (India) Ltd, ChennaiCS Deepa BaburajGeneral Counsel, Guardian India Operations P. Limited, ChennaiCS AmruthavalliCFO & Company Secretary, Spincotech Pvt. Ltd, ChennaiCS Sharada Company Secretary, Chennai

Mrs. KannammaAdministrator General & Official Trustee – Madras High Court, Chennai

CS Gayathri CPractising Company Secretary, ChennaiValedictory Session Chief Guest

16.03.20199.30 am

PCH 4PDP 8


Companies Act 2013 - Refresher Course Series II

CS Sujatha PSenior Vice President and Company SecretaryCholamandalam Investment and Finance Company Ltd, ChennaiCS Smita ChirimarPractising Company Secretary, ChennaiCS Sriram PPractising Company Secretary, Chennai

23.03.2019

10.00 a mPCH 4PDP 8


One Day Seminar - Focus Young Company Secretary

CS Shyam Sundar L VPractising Company Secretary, ChennaiCS Sridhar T PPractising Company Secretary, ChennaiCS Palaniappan NCompany Secretary and Senior Manager – FinanceBlue Dart Aviation Limited,Chennai


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

SIRC Activity Report


UNION BUDGET 2019 the retail sale price, etc. in public bonded

warehouses without the requirement of taking The ICSI-SIRC organized meeting on "UNION permission under section 65 of the Customs Act,

stBUDGET 2019” on Friday, the 1 February 2019 at 1962. Earlier this benefit was restricted to private ICSI-SIRC. bonded warehouses only, he remarked.

First Session –Union Budget 2019-Direct taxCS Mohan Kumar, Chairman, ICSI-SIRC

proposed vote of thanks.The speakers of the session were CA Sundar

Raman S, Partner, G. Sekar & Associates, Half Day Seminar on Recent Developments in Chartered Accountants, Chennai and CA FEMA and Opportunities in NCLT PracticeSrinivasan T R, GST Consultant, Chennai, CS

Mohan Kumar A, Chairman, ICSI-SIRC The ICSI-SIRC organized half day seminar on the introduced the speakers. topic Recent Developments in FEMA and

ndOpportunities in NCLT Practice on 2 February

Mr. Sundarraman observed that the real estate 2019 at ICSI-SIRC House,Chennai-600034.sector has been given an impetus by extending the

sttax holiday for affordable housing extending the 1 Session- Recent Developments in FEMA

exemption period for taxing notional rent on unsold CS Damodaran M, Member, ICSI-SIRC inventory from one year to two years rollover introduced the speaker of the session CS Ramesh capital gains benefit for two houses. He spoke in K, Advocate, Chennaidetail about Amendment 80IBA i. e., tax incentives

for housing projects. Mr. Sundar Raman CS K .Ramesh commenced his session with highlighted on the relief provided to the small reporting under FDI Scheme and mandatory filing depositors and the reduction on compliance of form ARF, FCGPR and FCTRS on e-Biz platform burden by amending section 194A and 194I of the and discontinuation of physical filing from February act. The speaker spoke on Pradhan Mantri Kisan 8, 2016.He explained about Foreign Exchange Samman Nidhi and Pradhan Mantri Shram Yogi Management (Acquisition and Transfer of Mandhan. He also spoke on the effective tax rates Immovable property outside India) Regulations a p p l i c a b l e f o r i n d i v i d u a l s , f o r 2015 in detail. Mr. Ramesh spoke about Foreign companies/LLP/Firms in detail. Exchange Management (Remittance of Assets)

Regulations 2016.The speaker also spoke in detail CS Mohan Kumar, Chairman, ICSI-SIRC the revised framework A.P (DIR series) circular No. proposed vote of thanks. 17 of January 16, 2019 relating to External

Commercial Borrowings. CS K Ramesh Second Session – Union Budget 2019-Indirect emphasized the importance on APR submission, Taxrationalization and reporting of ODI forms

CA Srinivasan T R, GST Consultant, Chennai The session ended with vote of thanks by CS spoke on the topic Union Budget 2019-Indirect Mohan Kumar A, Chairman, ICSI-SIRC.Tax.

ndMr. Srinivasan highlighted the key areas proposed 2 Session- Opportunities in NCLT Practicein Goods and Services Tax in a lucid manner. .Mr.

Shri P.H. Arvind Pandian, Senior Advocate & Srinivasan mentioned about reduction of GST Additional Advocate General of Tamilnadu, rates from higher slabs to lower ones over a period Chennai was the speaker of the session. CS of around past one year. The speaker observed Mohan Kumar A, Chairman, ICSI-SIRC. that in view of the representations received, the introduced the speaker.government has permitted activity of labeling/fixing



Mr. Arvind gave a brief overview on the

opportunities available to Company Secretary

before NCLT, New important areas before NCLT for

Company Secretary, how to prepare for

opportunities keeping in mind certain factors like

time management, court's time, getting the facts,

judgements, tracking the dates, adhering to the time

lines, Devil’s advocate, making things simple,

observing in the court ,thinking on the feet,

maintaining the files, understanding the other

counsel, to refer to case laws and so on, evolution in

IBC since inception and about important

amendments in IBC. Mr.Arvind also quoted case

laws like Mobilox Innovations Vs Kirusa software,

Innovative industries Vs. ICICI Bank, State Bank Of

India Vs V. Ramakrishna, Arcelomittal India Pvt Ltd

Vs Satishkumar Gupta & Ors, Swiss Ribbons

Private Ltd & Another Vs Union of India to give

insight into the topic.

The session ended with vote of thanks by CS

Mohan Kumar A, Chairman, ICSI-SIRC.

scrutiny of Annual Audited Financial Statements.

The speaker narrated various circumstances that

would warrant investigation into the affairs of the

company.

CS Mohan Kumar A, Chairman, ICSI-SIRC

proposed the vote of thanks.

ONE DAY SEMINAR

The ICSI-SIRC organized one day seminar on the

topic “Companies Act 2013-Refresher Course th

Series –I” on Saturday, the 16 February 2019 at

ICSI-SIRC House.

First Session-Meetings of Board and the

Powers(Chapter 12)

CS Lekshmi M S, Company Secretary, Chennai

introduced the speaker CS Swetha Subramanian,

Practising Company Secretary, Chennai.

The speaker of the session gave highlights of latest

amendments in chapter XII. The speaker discussed

about the effect on constitution of committees STUDY CIRCLE MEETING

after the introduction of exemptions to The ICSI-SIRC organized a study circle meeting on

JV/WOS/dormant companies for appointing the topic “STUDY OF BALANCE SHEET: FROM

independent Directors. Mrs. Swetha gave her THE PERSPECTIVE OF INVESTIGATION

analysed view on section 185 under the Companies UNDER COMPANIES ACT 2013” on Wednesday,

Act. The speaker discussed whether a private ththe 20 February 2019 at ICSI-SIRC House.

company still exempted from section 185 post

Amendment Act, 2017.The speaker enunciated the The speaker of the session was CS Raghunath

provisions relating to office of place of profit under Ravi, Practising Company Secretary, Chennai,

section 188 of the Companies Act. The queries CS Harini, Practising Company Secretary,

raised by the participants were ably answered by Chennai introduced the speaker.

the speaker of the session.CS Raghunath Ravi discussed the provisions

CS Muruganandam, Company Secretary, relating to section 206 to 210 which deal with

Chennai proposed the vote of thankscircumstances in which the Central Government

S e c o n d S e s s i o n - R e g i s t r a t i o n o f (CG) may order investigation into the affairs of a

charges(Chapter 6)c o m p a n y. H e a l s o s p o k e a b o u t t h e

pronouncements in the Act relating to investigation CS Hemalatha, Company Secretary, Chennai

in detail. Mr. Raghunath Ravi quoted many findings introduced the speaker CS Desikan B, Advocate,

that has to be carried out at the time of thorough Chennai



The speaker of the session explained about the INTERACTION MEETING WITH PRESIDENT ON

meaning of charge and need for creating a charge 27.02.2019

on company's assets. The speaker told about the th

On 27 February 2019 ICSI SIRC organized form and time for registration of charges. Mr.

interaction meeting with CS Ranjeet Pandey, Desikan Balaji spoke about extension of time under

President, The ICSI. CS Mohan Kumar A, st ndthe 1 proviso and 2 proviso in detail. The speaker

Chairman, ICSI-SIRC, CS N Balasubramanian, of the session gave various instances relating to

Secretary, ICSI-SIRC, CS Ramasubramanian C, modification of charges. The speaker enunciated

Council Member ,The ICSI and Mrs. Sarah the provisions of condonation of delay and the

Arokiaswamy, Joint Secretary, ICSI-SIRO were punishment for contravention of chapter 6. The

also present at the meeting. A large number of queries raised by the participants were answered

members interacted with the President of ICSI.by the speaker of the session.

The President had a press meet after the CS Kanchi J Shah, Practising Company interaction meeting with the students. CS Mohan Secretary, Chennai proposed vote of thanks. Kumar A, Chairman, ICSI-SIRC and CS

Ramasubramanian C, Council Member , The ICSI Third Session- Acceptance of Deposits by

were also present at the press meet.Companies (Chapter 5)

President, ICSI interaction with the Students:

CS Menaka A, Practising Company Secretary, SIRC of the ICSI organized students meet with the

Chennai introduced the speaker CS Prakash R, thPresident, The ICSI on 27 February, 2019 at “ICSI-GM(Legal) Group of Company Secretary,

SIRC House”, Chennai. CS Mohan kumar A, Chennai

Chairman, ICSI-SIRC welcomed the President and

Students for the programme. CS Ranjeet Pandey, The speaker of the session gave a brief overview President, The ICSI while addressing the students on regulatory provisions of deposits, deposit spoke on the various initiatives taken by the ICSI for provisions beyond chapter V, transactions not the development and benefit of the Students. He considered as deposits, classification of also explained about Vision 2022 relating to companies, various limits of deposits, Circular Students training and syllabus. There was an No.1/1/80-CL-V dated May 3, 1980 by Department active interaction of the students with the President.of Company Affairs, conditions for acceptance of Mrs. Sarah Arokiaswamy, Joint Secretary, ICSI-

deposits under section 73 /76,form of particular of SIRO proposed vote of thanks.

advertisements or circulars, approved credit rating ONE DAY SEMINAR

agencies and minimum investment grade credit

rating, various forms and statutory filings, terms The ICSI-SIRC organized one day seminar on the and conditions of acceptance of deposits, topic “Determination and Disclosure of disclosures that has to be made under rule 16A ,rule Unpublished Price sensitive Information Under 2(1)(c)(viii) and board's report, penal provisions for SEBI(PIT) Regulations 2015-with case studies, non-compliance of deposits and further discussed Recent updates on Insolvency and Bankruptcy case laws relating to chapter V in a lucid manner. Code 2016 and Significant Beneficial

Ownership-Amendment Rule,2019 ” on Ms, Harini, Company Secretary, Trichy proposed th

Wednesday, the 27 February 2019 at GRT Hotel vote of thanks. Convention Centre, Chennai-600017



First Session- Determination and Disclosure CS Krishna Sharan Mishra, Practising

of Unpublished Price sensitive Information Company Secretary, Chennai proposed vote of

Under SEBI(PIT) Regulations 2015-with case thanks.

studiesThird Session- Significant Beneficial

Ownership-Amendment Rule, 2019CS Venkata Krishanan, Company Secretary,

Chennai introduced the speaker Shri V S CS Ishwarya R, Company Secretary, Chennai

Sundaresan , Chief General manager, introduced the speaker Shri Sricharan R,

Securities & Exchange Board of India, MumbaiAdvocate, Chennai

The speaker started the session with the The speaker of the session said that regulations

explanation about the birth of UPSI-April concerning rights of parties (Section 81, 82 and 94

23,2008/June 9,2008.The speaker spoke about the of the Trusts Act and Section 66 of CPC) as well as

factors to be considered to determine whether the reporting requirements as prescribed under

transaction was UPSI or not. Mr. Sundaresan told Section 281A of the IT Act became redundant and

about generic principles to arrive at UPSI. The hence, were repealed. Mr. Sricharan said that, the

speaker told about National Stock exchange New SBO rules have also brought in some major

thcircular dated 6 July 2018, which was about the

changes to the SBO disclosure regime especially in disclosure of UPSI by listed companies in detail.

the method for calculating an individual's indirect

holdings in a reporting company, and that the CS Tom Antony, Company Secretary, Chennai

compliance on the company has increase to a proposed the vote of thanks

certain extent. The speaker further highlighted

about various provisions of Benami Transactions Second Session- Recent updates on

(Prohibition) Amendment Act,2016 .Insolvency and Bankruptcy Code 2016

CS Shyam Sundar L V, Practising Company

CS N Balasubramanian, Secretary, ICSI-SIRC Secretary, Chennai proposed vote of thanks.

introduced the speaker CA Sripriya K, Partner,

SPR & CO, Chartered Accountant, Chennai

The speaker of the session spoke about the recent

updates on Insolvency and Bankruptcy Code,

2016. CA Sripriya highlighted various provisions of

Insolvency and Bankruptcy Code,2016 in a lucid

manner. The speaker quoted various case laws in

order to give insight into the topic. The queries

raised by the participants was ably answered by the

speaker of the session.

MEET THE REGULATOR PROGRAMME

On 28th February, 2019, SIRC organised

Interaction with CS Sehar Ponraj, Registrar of

Companies, Tamilnadu, Andaman & Nicobar

Islands. CS Mohan Kumar A, Chairman, ICSI-

SIRC introduced the Registrar Of Companies. Mr.

Sreekumar, Additional Registrar was also present

at the meeting. A number of queries relating to the

professional work of a company were raised by the

members, the Registrar Of Companies clarified the

same.



Placement Programme about importance of goal setting and ways to

achieve the same. The Chairman said that life SIRC of the ICSI conducted Placement

without goal will not be interesting therefore thProgramme on 8 February, 2019 at “ICSI-SIRC

requested all the MSOP participants to set up House”, Chennai. A total number of 34

goal and strive towards it.Companies including Practicing Company

CS Damodaran M, Member, ICSI-SIRC Secretaries participated in the campus

introduced the Chief Guest to the participantsplacement programme for selecting the

candidates as Members / Trainees for them. CS Emerson Andrews P, the Chief Guest in his

va ledic tory address shared h is own Around 31 Members and 29 Students

experiences. He stressed about hard work, participated in the event.

sharing of knowledge, and team work. He then thValedictory session of the 38 Management congratulated the MSOP Participants for

thSkills Orientation Programme –7 February successfully completing the Course.2019:

The participation certificates were distributed by

CS Emerson Andrews P, Group Company CS Emerson Andrews P, Group Company

Secretary, OPG Group, Chennai was the Secretary, OPG Group, Chennai, CS Mohan

Chief Guest for the valedictory session of the Kumar A, Chairman, ICSI-SIRC and CS th

38 batch of MSOP of ICSI – SIRC. Damodaran M, Member, ICSI-SIRC

Mrs. Sarah Arokiaswamy, Joint Secretary, CS Mohan Kumar A, Chairman, ICSI-SIRC

ICSI-SIRO welcomed the dignitaries and proposed vote of thanks to the chief guest for

participants. sparing his valuable time to deliver the

valedictory address. CS Mohan Kumar A, Chairman, ICSI-SIRC

addressed the MSOP participants. He spoke

Disclaimer

Views expressed by the authors or contents provided by the contributors to the

eNewsletter are their own and ICSI-SIRC does not own any responsibility. The SIRC

or The ICSI is not in any way responsible for the result of any action taken on the basis

of the contents published in this e-newsletter.

©All rights are reserved.

BENGALURU CHAPTER

SIRC Chapters’ Activity Report


Half Day Seminar on Presentation of Financial The Programme was presided by CS Rekha Nayak,

Statements - Schedule III (Division I) to The Chairperson, Bengaluru Chapter, CS Vivek Hegde,

Companies Act, 2013' Secretary, Bengaluru Chapter and Speakers CS

Hari Babu Thota, Past Chairman, Bengaluru The ICSI-Bengaluru Chapter organised Half Day Chapter and CS K. Dushyantha Kumar, Partner, K. Seminar on Presentation of Financial Statements - Dushyantha and Associates, Bengaluru.Schedule III (Division I) to The Companies Act, 2013'

thon 5 Jan 2019 at the Chapter Premises. CS Vivek Hegde, Secretary, welcomed the

gathering and introduced the speakers to the The Programme was presided by CS Rekha Nayak, audience present.Chairperson, Bengaluru Chapter, CS Vivek Hegde,

Secretary, Bengaluru Chapter and Speaker Ms. The Speakers during the session informed the

D.K. Madhavi, Director, Lovelock and Lewis, gathering on Understanding the legal jargons

Bengaluru. relating to applications/petitions, Preparation of

applications / petitions, Procedural aspects to be CS Rekha Nayak, Chairperson, welcomed the followed while filing applications /petitions, Aspects gathering and introduced the speakers to the while appearing before NCLT/NCLAT with various audience present. illustrations before concluding the session.

Ms. D.K. Madhavi, Speaker during the Presentation The Programme ended with vote of thanks and on Disclosure requirements informed the gathering presentation of Shaeed Ki Beti certificate to the on 1) Schedule III (Division I) to the Companies Act, speakers2013 (“the Act”) 2) Notified Accounting Standards

(AS) 3) GNs issued by ICAI – Expenditure on CSR, One Day Picnic “CS Family-Bonding Time” at Accounting for Depreciation, Employee share based Fiestaa Resort Payments, Credit available in respect of MAT 4)

The ICSI-Bengaluru Chapter organised One Day Disclosures mandated under the Act for specific Picnic “CS Family-Bonding Time” at Fiestaa Resort transactions 5) Disclosure mandated under other on Sunday, 6th January 2019.statutes 6) Covering observations by Financial

Reporting Review Board (FRRB) of the ICAI. ICSI Bengaluru Chapter and ICSI Registered

Valuers Organisation – 50 Hours Educational The Speaker then informed the gathering on Course on Valuation of Securities and Financial Composition of Financial Statements [Sec. 2(40)], Assets 2019Balance Sheet, Statement of Profit and Loss, etc.

before concluding the session.The ICSI-Bengaluru Chapter and ICSI RVO

organised 50 hours Educational Course on The Seminar ended with vote of thanks and th

Valuation of Securities and Financial Assets – 7 – presentation of Shaeed Ki Beti Certificate to the th13 January 2019 at the Chapter Premises. The speaker.

programme was inaugurated by CS Gopalakrishna Study Circle Meeting on Key points while filing Hegde, Council Member, ICSI and CS Rekha Petitions/Applications before NCLT Benches Nayak, Chairperson, Bengaluru Chapter. There across India were around 34 participants enrolled for the course

and were distributed with Course Completion The ICSI-Bengaluru Chapter organised Study Circle thCertificates on 13 January 2019 during valedictory M e e t i n g o n “ K e y p o i n t s w h i l e f i l i n g

by CS Rekha Nayak, Chairperson, CS Vivek Hegde, Petitions/Applications before NCLT Benches across

Secretary, Mr. Samir Raheja, CEO Designate, ICSI India” on 5th January 2019 at the Chapter Premises.

RVO, New Delhi and Mr. Harish Chander Dhamija,

Registered Valuer & Insolvency Professional


SIRC Chapters’ Activity Report Full Day Seminar on Companies Act Interactive Meeting with ROC

Amendments in last Six Months including The ICSI-Bengaluru Chapter organised Interactive Companies (Amendment) Ordinance - 2018 Meeting with Registrar of Companies, Karnataka Followed by Open House Discussion on on 12th January 2019 at Chapter Premises.Companies Act 2013

The programme was presided by CS Rekha The ICSI-Bengaluru Chapter organised Full Day Nayak, Chairperson, Bengaluru Chapter, CS Vivek Seminar on Companies Act Amendments in last Six Hegde, Secretary, CS Vijay Kumar Sajjan, Months including Companies (Amendment) Treasurer, Bengaluru Chapter.Ordinance - 2018 Followed by Open House

Discussion on Companies Act 2013 on 12th Shri C.V. Sajeevan, ROC, Karnataka presided for

January 2019 at Chapter Premisesthe programme as speaker.

The Programme was presided by CS Rekha CS Rekha Nayak, Chairperson welcomed the

Nayak, Chairperson, Bengaluru Chapter, CS Vivek gathering and introduced Shri C.V. Sajeevan,

Hegde, Secretary, Bengaluru Chapter and ROC, Karnataka to the audience present.

Speakers CS Vidya H Pawar, Group Head, Fox

Mandal and Associates, CS V Karthick, Partner, The programme then followed with address by Shri JKS & Associates, Bengaluru, CS Thirupal Gorige, C.V. Sajeevan, ROC, Karnataka which was then Founder Partner, Thirupal Gorige & Associates followed with Interactive meeting, Shri C.V. LLP, Bengaluru, CS Shivarama Adiga, Vice Sajeevan, ROC, Karnataka during the interactive President – Legal & Company Secretary, Mindtech meeting answered queries posed by Members (India) Ltd. along with various clarifications as sought by

members.CS Rekha Nayak, Chairperson, welcomed the

gathering and introduced the speakers to the The programme ended with vote of thanks and audience present. presentation of Shaeed Ki Beti to the speaker.

CS Vidya Pawar, speaker while addressing the Campus Placement gathering covered the below topics: 1) Introduction

with Glimpse of the journey of Companies Act, The ICSI Bengaluru Chapter organised Campus th2013 2) An overview of changes /amendments in Placement for CS Qualifieds on 17 January 2019

last six months - Three phases; 3) The Companies at the Chapter Premises.(Amendment), Bill, 2018 4) Secretarial Standard –

There were 5 companies and around 40 students 4 (SS-4) – Report of the Board of Directors 5) participated in the Campus Placement.Proposed amendments in the Companies Act,

2013 6)Case Studies along with Key takeaways Study Circle Meeting on Drafting Pleading and

while concluding the session.Conveyancing

The session then followed with Open house The ICSI-Bengaluru Chapter organised Study

discussion on companies act 2013 by speakers CS Circle Meeting on Drafting Pleading and

V Karthick, Partner, JKS & Associates, Bengaluru, thConveyancing – 19 January 2019 at Chapter

CS Thirupal Gorige, Founder Partner, Thirupal Premises.

Gorige & Associates LLP, Bengaluru, CS

Shivarama Adiga, Vice President – Legal & The programme was presided by CS Pradeep B. Company Secretary, Mindtech (India) Ltd. Kulkarni, Managing Committee Member,

Bengaluru Chapter, CS Vijay Kumar Sajjan, The seminar ended with vote of thanks and

Managing Committee Member, Bengaluru Chapter presentation of Shaeed Ki Beti certificates to the

and speakers Mr. Narasimhan Sampath, Partner Speakers.

and Mr. Pavan Kumar Mysore, Partner, NSK

Attorneys, Bengaluru.

CALICUT CHAPTER



CS Pradeep B.Kulkarni, Managing Committee Committee Member other MC Members,

Member, welcomed the gathering and introduced Members and Students of Bengaluru Chapter.

the speakers to the audience present.

FULL DAY PDP ON COMPANIES ACT Mr.Narasimhan Sampath and Mr.Pavan Kumar AMENDMENTS 2013 Mysore speakers during the session informed the

gathering that Drafting is mode of expressing ICSI Calicut Chapter orgasnized Full day

one's expression in the form of writing. The Drafts Professional Development Programme on

may be in any form like a mail, letter, story on legal thSaturday, the 9 day of February, 2019 at Hotel instruments it may be in the form of notice, Board

Marina Residency , Kozhikode from 9.30 A M to resolutions or kind of instruments; Drafting is the

5.00 P.M. first form of legal writing of any document and/or

instruments like agreements, contracts, Shri .CA. Gopalakrishna Raju (Chennai) was the memorandum of understanding and the like; at the chief Guest and speaker of the program. Mrs. time of Drafting any legal document or instrument, Sarumathy.L , Chairperson of the Chapter the first thing which a person should keep in mind welcomed the chief guest and the other speaker is its enforceability and whether such document or Shri. Sreejith Ramachandran, Members and instrument is lawful. The speakers then informed students presented the programme .Shri. K.P Pleading means a requesting an adjudicating Satheesan, Senior member of the Chapter authority (judicial and quasi-judicial) to grant or inaugurated the program. Sreepriya K, MC reject a claim, they further informed a pleading is member, Sivadasan .C.P, MC member were in a form of a representation before an addressed the students and members. CA. adjudicating authority stating the case and Gopalakrishna Raju handled the subject seeking a specific remedy and Conveyance of a Companies Act amendments2013. A session on specific right to another person. dematerialization of unlisted companies handled

by Shri . Sreejith Ramachandran (National The programme ended with vote of thanks and

securities Depository limited (NSDL) Program presentation of Shaeed Ki Beti certificates to the

concluded with vote of thanks by Shri. CS. Speakers.

Ajmal.TT Ahammed.

Republic Day Celebrations 2019The day was marked by an excellent participation

with 31Members & 22 Students benefiting from the Republic Day Celebrations at The ICSI-Bengaluru program. Chapter on 26th January 2019.

Chief Guest Sri. Darpan Jain, IAS, Commissioner

for Industrial Development & Director of Industries The Kochi Chapter of ICSI conducted One Day

and Commerce and Commissioner, Directorate of Professional Development Program on Saturday,

Urban Land Transport, Bengaluru hoisted the 09 February 2019 at Hotel Park Cental, Kaloor,

National Flag and also addressed the gathering.Ernakulam, Kerala. The theme of the program

was COMPANIES ACT-RECENT UPDATES AND Other dignitaries present were CS Gopalakrishna CRITICAL ANALYSIS. Hegde, Past Central Council Member, ICSI, CS

Nagendra D. Rao, Council Member, ICSI, CS S. The program was inaugurated by Shri. G C Yadav,

Kannan, Vice Chairman, ICSI-SIRC, CS Pradeep Regis t ra r o f Companies , Kera la &

B. Kulkarni, Managing Committee Member, CS Lakshadweep, various initiatives of the Kochi

Vivek Hegde, Managing Committee Member, CS Chapter were launched on the day by the

Vijay Kumar Sajjan, Managing Committee dignitaries including the e newsletter.

Member, CS Naman G. Joshi, Managing

KOCHI CHAPTER


SIRC Chapters’ Activity Report This was followed by the first technical session by Coaching Student and other Students of Kochi CS. Rajiv K Warrier, Practicing Company Secretary, Chapter of ICSI on 22.02.2019. Shri. Padmarajan E, he gave an introduction to various updates on Office In-Charge, ICSI-Kochi Chapter introduced Companies Act, ordinance, latest notifications and the dignitaries to the students, CS Asish Mohan, compliance requirements. The program was lively Chairman, ICSI-Kochi Chapter inaugurated the with mixing of cine clips, and ended with an open programme. CS Sarath S, MC member, ICSI-Kochi discussion. Chapter also addressed the students. The Speaker

for the programme was Shri. Sooraj Abraham, a There was a Special Session thereafter on reputed Corporate Trainer from Kochi. Indemnity Insurance-A Birds eye view, this was considering the huge request from the members. The programme was very much appreciated and Ms. Namita Rohra, Practice Head, Liability and has been rated very well by the students who Specialty Lines, Aditya Birla Insurance Brokers Ltd attended the same. The Program concluded with a handled the session the same was very lively. vote of thanks by CS Josmin Jose, Treasurer, ICSI-

Kochi Chapter. A total 56 students attended the After Lunch Dr. K S Ravichandran, Managing programme.Partner, KSR & Co Company Secretaries LLP, made a lively presentation and Critically analysed Half Day Professional Development and interpreted various company law provisions. Programme The session ended with an open discussion and

ICSI-Kochi Chapter had conducted a Half Day members clarified various doubts.Professional Development Programme for the

There was a Special Session after that during which Members & Students at Hotel Central Park, Kaloor, rdthe members had a close discussion with all the Ernakulam on 23 February 2019 from 2 pm to 7

newly elected MC members and the discussions pm. The Program Commenced with a Song were to give further impetus to the concept and idea remembering and honouring the martyrs who had of Vibrant Kochi as initiated by the new MC. been killed in the recent terror attacks.

The PDP was a huge success as around 140 CS Asish Mohan, Chairman, ICSI-Kochi Chapter members and 18 students attended the program. welcomed the gathering, CS N Balasubramanian, There has been an encouraging feedback received Secretary, ICSI-SIRC, Chennai delivered the after the conduct of the said program presidential speech. Vote of thanks was delivered

by CS Madhusudhanan E P, Secretary, ICSI-Kochi Professional Entrepreneurial Development Chapter. CS N Balasubramanian, Secretary, ICSI-Programme (PEDP) SIRC was felicitated during the Session.

stICSI-Kochi Chapter has conducted Professional There were 2 technical sessions. 1 technical Entrepreneurial Development Programme (PEDP) session was handled by CS Maxin James, at Kochi Chapter premises from 18.02.2019 to Company Secretary & Compliance Officer, Muthoot

nd22.02.2019 for the Executive passed students as Finance Limited and 2 technical session was part of their 15 days academic development handled by Mr. Shibunath T Appu, Sr. Manage-programme. Business Development, Central Depository

Services (India) Limited. Several faculties took sessions during these 5 days. A total of 13 numbers of students attended the Around 59 no. of Members & 6 nos. of Students programme. participated in this programme.

Certificates were distributed by the CS Josmin Jose, Sampark Treasurer, ICSI-Kochi Chapter.

Followed by PDP, a Special Session on the theme Soft Skill Development Programme “Sampark- Chalo Baat Kare” was also organised

and CS S P Kamath, Executive Director & Company ICSI-Kochi Chapter conducted a One-day Soft

Secretary, Amalgam Group of Companies was theSkill Development Programme for the Oral


SIRC Chapters’ Activity Report first guest to the program, he was also accompanied premises. The students were addressed by CS N.

by his wife. The Program was hosted by CS Premjit Vineeth Chandran, immediate Past Chairman of

Nair, this was rated as one of the outstanding Palakkad Chapter and CS Sabari Girish H,

programs ever conducted by the Kochi Chapter and Chairman, Palakkad Chapter.

all the members participated and enjoyed the same. CS N. Vineeth Chandran delivered a motivational The program touched upon the personal and speech on the importance and power of CS professional life balance of the Company Secretary. profession. The role of a CS in Corporate matters

Around 59 no. of Members & 6 nos. of Students and the vast opportunities for them were explained

participated in this programme. in detail. He shared his experiences of how hard he

had to work to achieve his dream. He stated that

there would be hardships, insecurities and fears for Orientation Programme for CS Students

students. He inspired them by the words “Not to

give up, take a break, if you must…. but never give The Mysore Chapter of Institute of Company up”. The speaker urged the students to make use Secretaries of India (ICSI) hosted a student

nd of the opportunities provided by the Institute in orientation program on 2 February, 2019 at the various forms like Professional Development Chapter premises, KRS Road. More than 40 Programmes, Webcasts, library etc. and to students participated and it was a well interacted expand their horizon for the good. The speaker program. also mentioned about the need of eliminating the

Management committee members talked to the negativity - inferiority complex and irresponsible students about different aspects of company behaviour. secretary course. Program concentrated on CS as

CS Sabari Girish shared his views on how to a career, structure of the course, exams and prepare for the examinations, method of training, how important it is to get involved in the answering, how much time to be spent each day for chapter activities to get groomed to be successful in studying etc. the speaker also mentioned how to the career and opportunities out there for a plan and prioritise the study portions. He also company secretary. Also talked about the oral highlighted about the various attributes required for coaching classes for students which will be a successful Company Secretary such as initiative, conducted by the chapter and how it will help them communication skills, updation and Networking to write exams with more confidence. Chairman skills. CS Veerash Mysore Jagadish welcomed the

gathering. CS Harsha, Treasurer of explained about The lecture motivated the students to work hard

the CS course and its structure. CS Phani Datta, and move ahead with focused steps.

Member, explained about the various chapter

activities and initiatives. CS Parvati K.R., Vice Session concluded with the vote of thanks given by Chairperson, explained about the opportunities for CS Sajeev S, Secretary, Palakkad Chapter.CS students. CS Vijaya Rao, Secretary, proposed

PANEL DISCUSSION ON UNION BUDGET 2019the vote of thanks. CS Kiran Thyagaraja, Member,

coordinated the session.The Palakkad Chapter of The Institute of Company

Secretaries of India organised Panel Discussion

on Union Budget 2019 at Chapter premises on the thGet Together - I Have A Dream A Successfull CS 17 of February, 2019 at 2 pm.

A motivational session for the students currently CS Sabari Girish H., Chairman of Palakkad pursuing CS was conducted by Palakkad Chapter of Chapter of ICSI formally inaugurated the program

ththe ICSI on 17 February at 10 am at the Chapter by delivering welcome address.

MYSORE CHAPTER

PALAKKAD CHAPTER


SIRC Chapters’ Activity Report SIRC Chapters’ Activity Report Mr Sandeep Kumar S, Practising Company 8.WHAT ARE THE TRAINING PROGRAMMES TO

Secretary, Mr Neelakandan N.R., Chartered BE UNDERGONE?9.HOW TO BE A GOOD PROFESSIONAL?Accountant and Mr Ajith Shivadas, Chartered

Accountant and Mr Ajith Shivadas, Chartered FACULTY MEET AND STUDENT/PARENT Accountant were the panellists. The programme INDUCTION PROGRAMMEfacilitated an informed discussion on the Union

Budget 2019 and it was aimed to amalgamate thOn 09 day of February 2019 Thrissur Chapter of

different perspectives on the budgetary allocations ICSI organized a Faculty meet with the Managing

to different sectors. Committee and the oral coaching students

accompanied by their parents. Chairman CS Rajesh Opening the discussion, CA Neelakandan N. R. Kumar K Pillai welcomed the faculties, students and explained to the students about the History and parents to the session. Thrissur chapter Chairman evolution of Budget and gave a brief idea of Union being a rank holder gave useful tips to our students Budget 2019. The second panellist Mr. Ajith to clear the exam. The audience were informed that Shivadas discussed about the recent amendments the main motive of Chapter is concentrate more on in the proposed budget. And Mr Sandeep Kumar pass percentage. Therefore, intensive exam highlighted the provisions of effect of Insolvency and oriented classes will be arranged through out with Bankruptcy Code in the Budget.test on regular intervals. The students and parents

were given an understanding about the ICSI. The The presentations were followed by open house

MC congratulated the students in selecting the most discussion where the participants presented their

reputed professional course. views and resolved their queries.

INTERACTIVE SESSION WITH THE STUDENTS CS A. Sellappan, Treasurer, Palakkad Chapter of – MEET THE CSSIRC of ICSI appreciated the faculty members for

A series of programme has been scheduled to discussing the budget in its minutest detail. He motivate our students and the first session of the advised the students to develop an analytical

thsame was scheduled on 17 February 2019 by CS approach to the policy announcements made by Jackson David, PCS on the topics CS- Profession government for availing the opportunities.for the future. Second session of the series was led

thby CS Sugesh Ram, Chapter treasurer on 24

February 2019and students were much benefited INDUCTION PROGRAMME FOR NEW JOINEES with the session.

th STUDY CIRCLE MEETING On 12 January 2019, Thrissur Chapter organized

a well-structured induction programme for the newly stOn 21 February, a study circle meeting was registered students and the prospective oral

organized at Thrissur Chapter which was led by CS coaching students of our chapter. Ms. Payal Mehta, Krishnakumar M, PCS on the topic “RECENT Secretary welcomed the students and briefed them AMENDMENTS IN COMPANY LAW”. The about CS Curriculum and the frequently asked Chairman welcomed the audience and the session questions listed underneath in details:being the first study circle meeting of the calender

year was inaugurated by CS Vasudevan M by 1.WHAT IS ICSI?2.WHO IS A COMPANY SECRETARY? lighting the traditional lamp. 13 Members and 5 3.WHAT IS THE ROLE OF A COMPANY students attended the meeting and shared their SECRETARY? valuable knowledge in that arena. The Chairman 4.HOW IS OUR WEBSITE USEFUL TO THE informed that a series of SCM will be arranged STAKEHOLDERS? throughout the year for the benefit of our members 5.WHAT TO KNOW WHILE PERSUING CS? and students. 6.WHAT IS PRE EXAMINATION?7.HOW TO CLEAR CS EXAMINATION?

THRISSUR CHAPTER



Special Orientation Programmefor Newly Officer were addressed the students. The

Registered Students Inauguration of the weekend classes was held on

26.01.2019 and around 70 students had attended Coimbatore Chapter of ICSI had conducted a special the inaugural function. Orientation Programme on 12.01.2019 for the newly

registered Foundation & Executive Programme Republic Day Celebration at Chapter Premises Students at the premises of Coimbatore Chapter.

Coimbatore Chapter celebrated Republic day The main objective of the programme is to provide th

Celebration on 26 January 2019 at chapter awareness to the students about the importance of premises. CS R.Maheswaran, Chairman addressed the institute, how to utilize the resources of the the gathering and said that we should always institute, Training Structure, Online Facilities, remember our Great Indian freedom fighters who Utilization of Chapter and its resources, Importance had struggled a lot for getting “Purna Swaraj” in India for checking the institute website links like Academic and we should follow their ideology to lead our Corners, Students Announcements, Student country ahead.Journals etc., Importance for undergoing Articleship

Training, Quality of Classes at “ICSI Chapters” Vs Joint Seminar on Union Budget 2019 on “Private Tuition Centers” etc. The Special 05.02.2019 Orientation was handled by Mr. Sreejith.P, EO, ICSI-

On 05.02.2019, a Joint Programme on "Union Coimbatore Chapter. Budget 2019” on the theme “Populism Vs

Professional Development Programme for Economics” organised by Coimbatore Chapter of

Members on the topic “Recent Developments in SIRC of ICSI, Coimbatore Chapter of the Institute of

Insolvency & Bankruptcy Code” Cost Accountants of India, Coimbatore Management

Coimbatore Chapter of ICSI had organized a Association & PSG Institute of Management, Professional Development Programme for the Coimbatore at PSG Institute of Management, Members& Students on the topic “Recent Peelamedu, Coimbatore.Developments in Insolvency & Bankruptcy Code”

First Session on Union Budget 2016 was handled by held on 19.01.2019 at Chapter Premises from 6 p.m CA. M Sathya Kumar, Chartered Accountant, to 8.30 p.m. CA R Raghavendran, Practicing Chennai. He elaborated the various schemes Chartered Accountant, Coimbatore was the speaker announced by the Finance Minister Shri Piyush of the programme. The programme got benefited by Goyal for the benefit of the farmers and the common total 50 participants including Members and man.students.

Another speaker CA. K Ravi, CFO, Roots Group of Inauguration of NEW BATCHES of Coaching Companies highlighted the points on the direct and Classes for Foundation & Executive Programme indirect tax implications and how budget impacts the at Chapter premises on 21.01.2019 Indian Economy, Indian GDP, annual growth,

Coimbatore Chapter of ICSI had inaugurated its Oral Sectoral Share in GDP, FDI, Indian Foreign Coaching Classes for regular batchfor appearing CS Exchange Trade, Administrative Reforms, Sector June 2019 Examination. Around 85 students were Impact, Banking & Financial Service etc. attended the inaugural function on 21.01.2019. Total

The programme was very interactive and the queries 5 batches and total 210 students are currently raised by the participants were duly addressed by all attending classes in 5 batches. Students from the speakers in their respective sessions, and the various districts viz. Tirupur, Erode, Nilgiris, Trichy programme was actively attended by 250 etc. are attending classes at the premises of participants which included 47 CS members& 12 CS Coimbatore Chapter. CS R Maheswaran, Chairman, Students. ICSI Coimbatore Chapter & Mr. Sreejith.P, Executive

COIMBATORE CHAPTER


SIRC Chapters’ Activity Report st2 Days Residential Programme – 21

A souvenir which was prepared on the occasion of nd rd thResidential Programme on 22 , 23 & 24 the Residential programme was released by the

February, 2019 at Hotel The Carlton, Chief Guest Shri. P R Seshadri, MD & CEO, Karur

Kodaikanal, TamilnaduVysya Bank, Karur & CS Nagendra D Rao, Central

Council Member, ICSI, New Delhi.Coimbatore Chapter of SIRC of ICSI have

st The Inaugural session concluded with a Vote of organized its 21 Residential Programme on the Thanks by CS K Duraiswami, Secretary, theme “Company Secretaries – to Discover,

3 nd rd th Coimbatore Chapter of SIRC of ICSI.Determine & Deliver - D ” on 22 , 23 & 24 stFebruary, 2019 at Hotel The Carlton, Kodaikanal, On 22.02.2019, 1 Technical session was handled

Tamilnadu. The two days residential programme by CA Gopal Krishna Raju, Regional Council was well attended by about 181 participants Member, ICAI-SIRC, Chennai on the topic including 115 members & 10 students alongwith “Professional Opportunities for Company their spouse and children. Secretaries under Valuation”.

ndOn 22 February, 2019, the programme was On 23.02.2019, morning there was a ICSI Flag inaugurated by the Chief Guest Shri. P R Hoisting Ceremony & Group Photo session was Seshadri, MD & CEO, Karur Vysya Bank, Karur & arranged for the delegates and CS AK Dixit, CS Nagendra D Rao, Central Council Member, Officiating Secretary, ICSI hoisted the ICSI flag. ICSI, New Delhi by lighting the lamp alongwith

The second day programme commenced with the other dignitaries, CS R. Maheswaran, Chairman,

Special address by CS AK Dixit, Officiating CS N Singaravel, Vice Chairman, CS K

Secretary, ICSI, New Delhi and in his speech, he Duraiswami, Secretary, CS R. Palanikumar,

expressed the opportunities for CS professionals Treasurer, Coimbatore Chapter of SIRC of ICSI.

in all the departments of the Central Government CS R. Maheswaran, Chairman of the Coimbatore and also expressed the requisite of our assistance Chapter welcomed the gathering and introduced to all ministries including Ministry of Corporate the theme. Shri. P R Seshadri, while delivering his Affairs. He also rang the bell of caution about inaugural address stated that the theme affixing DSC / signing of documents , strict “Company Secretaries – to Discover, Determine & measures taken for valuation and examination

3Deliver - D ” is very relevant and suitable at this procedures of CS.

ndjuncture. He said that it is a great initiative of On 23.02.2019, the 2 Technical session was Coimbatore Chapter to update our Professional handled by CS Narayan Shankar, Executive Vice Colleagues with the latest development in the President & Company Secretary, Mahindra & Corporate Sector. Mahindra Ltd., Mumbai on the topic “Latest SEBI

Regulations” . Amendments in LODR / Act – CS Nagendra D Rao in his address, appreciated warning signals to CS to be more cautious in Coimbatore Chapter for its efforts for continuously signing and executing the documents, Impact of organizing the Residential programmes for the the proposed amendments to the regulations of past 20 years. . He said that it is a great initiative UPSI and Insider trading.of Coimbatore Chapter to update our Professional

rdColleagues with the latest development in the 3 Technical session was handled by CA R Corporate Sector & Companies Act and he added Subramanian, Practicing Chartered Accountant, that the deliberations and sharing of experience at Chennai on the topic “Latest Amendments & the programme will provide an opportunity to the Issues in GST”.participants to discover their roles, determine the

vision & mission and deliver the results to

Stakeholders.


SIRC Chapters’ Activity Report th appreciated Coimbatore Chapter for the effort for 4 Technical session was handled by CS K S

continuously organizing the programme and Ravichandran, KSR & Co. Company Secretaries,

appreciated for providing the better students LLP, Coimbatore on the topic “Companies Act -

facilities like regular & weekend Oral Coaching Amendments & Ordinance”.

th Classes for all the levels of CS students. On 24.02.2019, 5 Technical Session addressed by

CS A Mohankumar, Chairman, SIRC of ICSI on the During the valedictory session,the delegates from

topic “Professional Networking & Perspectives”.th various regions shared their feedback and 6 Technical Session addressed by Shri. V.

experience of the 2 days residential symposium with Nallasenapathy, Member (Technical), National 181 delegates and thanked the Coimbatore Chapter Company Law Tribunal (NCLT), Mumbai on the for the wonderful and commendable arrangements, topic “Latest Issues in IBC”.made during the programme in a professional way,

All the above sessions were well admired by the and a remarkable one and also appreciated the

participants and were also lively, enjoyable and Managing Committee Members and the staff

interesting for the members and concluded with members of Coimbatore Chapter for their enormous

Questions & Answers session. effort in organizing this residential programme in a

During the Valedictory Session CS AK Dixit, successful manner. Apart from various technical

Officiating Secretary, ICSI said such programmes sessions, the events like sightseeing, boating,

will enrich our members with the updated Games, etc were arranged for the participants and

knowledge. CS A Mohan Kumar, Chairman, SIRC of everyone were happy and enjoyed the sessions and

ICSI said the scope for our profession is going to be the overall arrangements of the programmes.

much in demand in the near future and he

Articles


WILL SMALL REGULATORY MODERATIONS HAVE BIG IMPACT ON “SMALL COMPANIES”? *

1. Are all Small Companies – Private Companies?

Yes, all Small companies are Private companies and have financial thresholds as

stated below:

i. paid-up share capital not exceeding Rs. 50 lakhs and

ii. turnover as per profit and loss account for the immediately preceding

financial year not exceeding Rs. 2 crores

Once the threshold in breached they would no longer be a Small Company but

would remain a Private Company.

2. Despite satisfying the financial thresholds stated above and being a Private Company, which

are the companies that would not qualify as a Small Company?

A Private Company which is a holding company or a subsidiary company; a company registered under

Section of Companies Act, 2013; or a company or body corporate governed by any Special Act; will not

be deemed as a Small Company despite satisfying the abovementioned financial thresholds.

3. Are all Small Companies failing under Micro, Small and Medium enterprises [MSMED] Act,

2006?

It is not possible to identify whether all Small Companies would fall under MSMED Act, 2006 because

the criteria for classification under this Act is based on investment in plant and machinery for

manufacturing sector and based on investment in equipment [original cost excluding land, building,

furniture, fittings and other items not directly related to the service] for services sector. However

irrespective of the criteria specified under MSMED Act, 2006, if the financial threshold under

Companies Act, 2013 is met and if the Company is incorporated as a Private Company, it will be a

Small Company.

4. Are all Small Companies entitled to exemption under Section 462 of Companies Act, 2013?

Yes, any Class of Company incorporated under Companies Act, 2013 is entitled to be granted

exemption by the Central Government from any provisions of Companies Act, 2013 under this

Section.

5. Are all Small Companies entitled to exemption under Section 233 of Companies Act, 2013?

Two or more Small Companies can enter into a compromise, arrangement or amalgamation

process through the fast track method whereby there is no need to seek approval from National

Company Law Tribunal. This has been enabled by the provisions of Section 233 of Companies Act,

2013 read with Rule 25 of Companies (Compromises, Arrangements and Amalgamations) Rules,

2016.6. Are all Small Companies entitled to be listed/ eligible to list any of their securities on any

platform for raising funds?

A Small Company shall be eligible to make an Initial Public Offer of the specified securities on SME

Exchange if its post-issue paid-up capital is less than or equal to Rs. 10 crores, and if it satisfies track

record and/or other eligibility conditions prescribed by the Exchange. It is to be noted that the Small

and Medium Enterprises covered under SEBI (Issue of Capital and Disclosure Requirements)

Regulations, 2018 are not as per the definition provided under MSMED Act, 2006.

7. Every Start Up is a Small Company; every Small Company is not a Start Up?

. Subject to the Central Government, prescribing a revised and enhanced turnover

criteria of upto Rs. 25 crores or such amount not exceeding Rs. 100 crores for Small Companies, it

would be possible to say that every Start up would be a small company.

Start ups with turnover of upto Rs. 2 crores and paid-up capital of upto Rs. 50 lakhs will be Small

Companies.

* CS Shilpa Viswanathan, Practising Company Secretary, Coimbatore

Articles


However every Small Company would not be a Start Up because apart from satisfying the turnover criteria of not generating more than Rs. 25 crores, any Company for being termed as “Start Up” should be working towards innovation, development or improvement of products or processes or services, or if it is a scalable business model with a high potential of employment generation or wealth creation [Including biotechnology sector].

8. What is the advantage of a Small Company over a Limited Liability Partnership in case the same business activity of the same size is carried on by same promoters at same pace as is carried on as an LLP?

Businesses which are ambitious of tapping funds from market would prefer a Small Company format over an LLP. Costs of compliances are however higher and regulatory requirements are more for Small Company when compared to LLP.

9. Solely on the ground of a Small Company whether there is any tax concession under Income Tax Act, 1961 or under any of the Goods and Services Tax Laws [“GST”]?

Corporate Tax was reduced from 30% to 25% for companies with a turnover of upto Rs. 250 crores in the Union budget presented in 2018.

With effect from 1 April 2019, Small Companies with turnover upto Rs. 40 lakhs [Rs. 20 lakhs in North Eastern States] need not obtain GST registration. Further under the GST Composition Scheme, Small Companies with a turnover of Rs. 1.5 crores will pay a 1% tax based on turnover with effect from this date

Small companies which are service providers and suppliers of both goods and services generating a turnover of Rs 50 lakh would be eligible to pay a tax of 6% under this Scheme.

Small Companies under the GST Composition Scheme are required to file only one annual tax return.

10.Do Small companies have any protection under Insolvency and Bankruptcy Code, 2016?No, a financial creditor or operational creditor may initiate action against a Small Company under the Code and there is no special protection provided to these companies.

11. Have the relaxations provided by Ministry of Corporate Affairs under Companies Act, 2013 made Small companies an attractive choice of business entity today?

The relaxations granted under the Act predominantly pertain to the following aspects:

a. Not required to include cash flow statement as part of the financial statements.

b. Annual return can be signed by the Company Secretary if appointed. However in the absence of Company Secretary, the director of the company shall sign the return.

c. Disclosure of “aggregate remuneration of directors” is adequate if reported in Annual Report instead of “remuneration of directors and key managerial personnel”.

d. Abridged format of Board's report can be submitted.

e. Auditor's report need not state whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

f. Conduct of one board meeting in each half of calendar year is prescribed with the gap between 2 meetings being not less than 90 days.

g. Penalty for failure to file annual return, Form MGT 14 or Financial Statements has been reduced to half of what would be levied for other companies under the relevant provisions of the Act.

h. Abridged Annual return format may be prescribed in future.

Considering that various measures are being taken by the Government to promote Small Companies by providing monetary support, reduce cost of compliance, tax benefits and ease of doing business, we are yet to witness how this form of business entity is going be attractive to encourage entrepreneurship and employment generation capabilities in the Country.

Articles


Ø INTRODUCTION/BACKGROUND:

The Committee on Corporate Governance, constituted under the Chairmanship th

of Shri Uday Kotak, in its report dated 5 October 2017, recommended the

following, which were inserted by the SEBI (Listing Obligations and Disclosure

Requirements) (Amendment) Regulations, 2018 under “Regulation 24A” of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015

[hereinafter referred as “SEBI (LODR)”]:

Secretarial audit to be made compulsory for all listed entities under the SEBI

(LODR) in line with the applicable provisions of the Companies Act,

2013.Secretarial audit to be extended to all material unlisted Indian subsidiaries.

thSubsequently, SEBI in its Circular vide CIR/CFD/CMD1/27/2019 dated 8 February 2019, had

prescribed the format for issuance of annual secretarial audit report and annual secretarial compliance

report for listed entities and their material subsidiaries.

Ø PROVISIONS OF SEBI(LODR) PERTAINING TO THE SECRETARIAL AUDIT:

Regulation 24A of SEBI (LODR) explains that “Every listed entity and its material unlisted

subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its

annual report, a secretarial audit report, given by a company secretary in practice, in such form

as may be specified with effect from the year ended March 31, 2019”

The definition of the term “Material Subsidiary” has been explained in Regulation 16(1)(c) of SEBI

(LODR) as “material subsidiary shall mean a subsidiary, whose income or net worth exceeds

ten percent of the consolidated income or net worth respectively, of the listed entity and its

subsidiaries in the immediately preceding accounting year.”

Ø SECRETARIAL AUDIT REPORT:

Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 requires;

(a)Every Listed Company(b)Every Public Company having:

· a paid-up share capital of Rs. 50 Crore or more; or· a turnover of Rs. 250 Crore or more,

to undertake Secretarial Audit, to be done by a Practicing Company Secretary (hereinafter referred to

as “PCS”) and the report shall be provided in Form MR-3.

thIn the circular issued by SEBI dated 8 February 2019, it has stated that to avoid duplication,

Companies shall continue to use the Form MR-3 for the purpose of complying with Regulation 24A of

SEBI (LODR).

ANNUAL SECRETARIAL COMPLIANCE REPORTUNDER THE SEBI (LISTING OBLIGATIONS AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 *

* CS Sainath Sundaram, Company Secretary, Chennai

Articles


Ø ANNUAL SECRETARIAL COMPLIANCE REPORT:

(A) Applicability:

Listed entities shall additionally, on an annual basis, require a check by the PCS and consequent stto which, the PCS shall submit a report to the listed entity from the financial year ended 31 March

2019 onwards.

(B) Aspects to be covered in the Annual Secretarial Compliance Report:

Compliance of all applicable SEBI Regulations including circulars and/or guidelines issued by

SEBI from time to time.

(C) Format of the Annual Secretarial Compliance Report:

The format of the Annual Secretarial Compliance Report has been prescribed by SEBI in the

aforementioned circular. The following are the some of the important details to be mentioned in the

report apart from the others as stated in the format:

· Any deviations including the Observations/remarks of the PCS pertaining to the compliance of

the SEBI Regulations by the listed entity, if any.

· Details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries

either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures

issued by SEBI through various circulars) under the Acts/ Regulations and circulars/

guidelines, if any.

· PCS to list all the observations in the report for the previous financial year, if any along with the

actions taken by the listed entity on those observations, if any.

· PCS to list all observations in the reports pertaining to the periods prior to the previous financial

year in case the entity has not taken sufficient steps to address the concerns raised/

observations, if any.

(D) Intimation of the annual secretarial compliance report to Stock Exchange:

The annual secretarial compliance report in the format prescribed by SEBI shall be submitted by

the listed entity to the stock exchange(s) within 60 days of the end of the financial year.

Ø CONCLUSION:

SEBI has come up with this notification to enhance the level of Corporate Governance and the level of

transparency and performance of all listed companies and their material subsidiaries. Though there

might be an overlapping scope of performance for PCS while reporting under Form MR-3 and the

annual secretarial compliance, SEBI's intent on inserting the Regulation 24A of SEBI (LODR) was to

strengthen and improve the compliance for listed entities and its material subsidiaries.

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Juice of Latest Judgments *

1. The suspended Board of Directors of Corporate Debtor, though they have no right to vote in

the Committee of Creditors, are entitled to get the copy of resolution plans-Supreme Court

The Supreme Court has laid down a law that the erstwhile Board of Directors shall have a right to

comment upon the resolution plan presented before the Committee of Creditors and hence they are entitled

to receive the resolution plans as any other member of the Committee of Creditors.

In the case on hand, the suspended Board of Directors sought for a copy of resolution plan proposed

to be discussed in the Meeting of Committee of Creditors which has been refused by the Resolution

Professional. The suspended Director approached the NCLT against the decision of the Resolution

Professional. NCLT has also dismissed the application, which has also been confirmed by NCLAT. Against

the order of NCLAT, the suspended Director approached the Supreme Court. Upon analysing the various

Sections and Regulations of the Code, the Supreme Court held that the operational creditors, who have no

right to vote in the meetings of the Committee of Creditors, are entitled to receive the resolution plan and the

same ratio will apply to the suspended Board of Directors also.

The Supreme Court has concluded that “9. This statutory scheme, therefore, makes it clear that

though the erstwhile Board of Directors are not members of the committee of creditors, yet, they have a right

to participate in each and every meeting held by the committee of creditors, and also have a right to discuss

along with members of the committee of creditors all resolution plans that are presented at such meetings

under Section 25(2)(i). It cannot be gainsaid that operational creditors, who may participate in such meetings

but have no right to vote, are vitally interested in such resolution plans, and must be furnished copies of such

plans beforehand if they are to participate effectively in the meeting of the committee of creditors. This is for

the reason that under Section 30(2)(b), repayment of their debts is an important part of the resolution plan

qua them on which they must comment. So the first important thing to notice is that even though persons such

as operational creditors have no right to vote but are only participants in meetings of the committee of

creditors, yet, they would certainly have a right to be given a copy of the resolution plans before such

meetings are held so that they may effectively comment on the same to safeguard their interest.

.. 13. It is also important to note that every participant is entitled to a notice of every meeting of the

committee of creditors. Such notice of meeting must contain an agenda of the meeting, together with the

copies of all documents relevant for matters to be discussed and the issues to be voted upon at the meeting

vide Regulation 21(3)(iii). Obviously, resolution plans are “matters to be discussed” at such meetings, and the

erstwhile Board of Directors are “participants” who will discuss these issues. The expression “documents” is

a wide expression which would certainly include resolution plans”

(Case Law: VIJAY KUMAR JAIN V. STANDARD CHARTERED BANK & ORS. – Date of Decision of SC-

31-01-2019)

2. Properties given to the Builder-Company for development purpose cannot be treated as

assets of such builder- Company-So, the moratorium U/s.14 cannot be made applicable to such

properties- NCLAT.

The Honourable National Company Law Appellate Tribunal in the case of Rajendra K. Bhuta v.

Maharashtra Housing and Area Development Authority (MHADA) has held that the assets held by the

* CS Suresh K, Advocate & Insolvency Professional, Chennai

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assets held by the Corporate Debtor for development purpose will not be treated as assets of the Corporate

Debtor and hence moratorium will not be applicable to such properties. In the above case, MHADA has

handed over the land to the Corporate Debtor i.e. Guru Ashish Construction Private Limited only for

development purpose and no formal conveyance deed had been executed by MHADA. The Corporate

Debtor availed loan facility with Union Bank of India, the Financial Creditor. The Financial Creditor triggered

CIRP and Resolution Professional has also been appointed and moratorium has also been ordered as per

the provisions of IBC. Under such circumstances, MHADA requested handover of the land held by the

Corporate Debtor as the Joint DevelopmentAgreement entered into between MHADA and the Corporate

Debtor was terminated. It has been resisted by the Resolution Professional by applying the provisions of

Sec.14(1)(d) of IBC. The adjudicating authority rejected the application of Resolution Professional and

Resolution Professional preferred appeal before NCLAT.

Upon hearing, NCLAT held that “pursuant to the 'Joint Development Agreement' the land of the

'Maharashtra Housing and Area Development Authority' was handed over to the 'Corporate Debtor' and

'except for development work' the 'Corporate Debtor' has not accrued any right over the land in question.

The land belongs to the 'Maharashtra Housing and Area Development Authority' which has not formally

transferred it in favour of the 'Corporate Debtor'. Hence, it cannot be treated to be the asset of the 'Corporate

Debtor' for application of provisions of Section 14(1)(d) of the 'I&B Code”

Much things in law and practical aspects had not been discussed by NCLAT in the above judgement

while declaring the above preposition.

In reality, in most of the cases, sale deed has been executed in favour of the flat owners and a separate

construction agreement entered into between the flat owners and the builders and the lands held by the

builders for construction. In such cases, as per the above decision of NCLAT, the home-buyers will not be

entitled to proceed under IBC against the builders, who held the land only for development purpose, even in

case of default in handing over the flats as agreed. (NCLAT- COMPANY APPEAL (AT) (INSOLVENCY) NO.

119 OF 2018 - Date of Decision 14-12-2018)

3. Pendency of execution proceedings initiated in pursuance of the award passed under the

Arbitration and Conciliation Act, 1996 will not be a bar to initiate CIRP- NCLT, Delhi.

The Special Bench of National Company Law Tribunal, New Delhi has ruled that the pendency of any

proceedings does not create a bar for initiation of CIRP in view of section 238 of IBC. The contention raised

before the Tribunal was that the Operational Creditor is resorting to forum shopping as he wants to proceed

with the execution proceedings as well as CIRP under IBC. This contention has been negatived by the

Tribunal by relying upon the judgement of the Supreme Court in Innoventive Industries Limited Vs ICICI

Bank and also distinguishes the judgement of the Supreme Court in K. Kishan v. Vijay Nirman Co. (P.) Ltd,

where the Supreme Court held that pendency of appeal under section 34 of Arbitration and Conciliation Act,

1996 against the arbitral award is a dispute and hence CIRP cannot be initiated. In the case on hand, the

arbitral award has not been challenged and the execution proceedings have been taken by the operational

creditor. In such circumstances, the corporate debtor cannot take advantage of the aforesaid decision of the

Supreme Court.

(Case Law-Lion Services Ltd.v.Aura Management Services (P.) Ltd- NCLT, New Delhi – Date of

Decision 15-01-2019)

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4. The Estate Officer under Public Premises (Eviction of Unauthorised Occupants) Act, 1971 is

entitled to sell the goods in the Public Premises after an order of eviction, even if it belongs to a

stranger -Supreme Court Ruled by interpreting Section 6 of the Act.

The question arose for consideration before the Apex Court whether the Estate Officer under Public

Premises (Eviction of Unauthorised Occupants) Act, 1971 has got a right to seize and dispose of the goods

lying in the Public Premises after an order of Eviction under Section 5 of the Act , even when such goods

do not belong to the Tenants or Sub-Tenants of such public premises.

The Apex Court has interpreted Section 6 of Public Premises (Eviction of Unauthorised Occupants)

Act, 1971, whereby it concluded that “We are of the view that Section 6 of the PP Act has been enacted with

obvious purpose of enabling statutory authorities to take all consequential steps after receiving possession

of public premises and for recovery of dues, etc. The said provision ought not to be interpreted in a way which

defeats the very purpose of its enactment. Section 6 of the PP Act must be read independent of, and not

dependent on Sections 59 & 61 of the MPT Act. As noticed above, Section 6 applies, inter alia, to the

persons, who keep their goods in the public premises whether they are tenants/licensees, sub-tenants or

any other parties. The Estate Officer, under Section 6 of the PP Act, is entitled to sell the goods even of a

stranger, found in/on the premises under authorised occupation”

The Supreme Court has ruled above preposition of law after discussing and considering the

provisions of Major Port Trust Act also.

(Case Law- Board of Trustees for the Port of Kolkata and others Vs. APL (India) Pvt Limited and

others- Supreme Court- Date of Decision 21-02-2019)

The website www.startupindia.gov.in provides an interactive database of the players in the start-up

ecosystem. It contains details of start-ups, mentors, investors, incubators, accelerators, Government

bodies and international bodies. It also lets the viewers filter the list according to various criteria like

industry, location and stage of the start-up (like ideation, validation, early traction, etc.) The start-ups

registered with the portal can apply for various incubator/mentorship programmes, among others. This

website can provide useful information to those Members, who have start-ups in their clientele, or who

work for start-ups.

Did You Know?

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This write-up aims at providing a brief summary of the major notifications and circulars

issued during the month of February, 2019. Readers may use the links to the

respective notifications or circulars given in the respective paragraphs to read the

original text for complete information on the topics.

The Companies (Amendment) Second Ordinance, 2019

ndThe Companies (Amendment) Ordinance, 2018 promulgated on 2 November, 2018 was replaced by the

thCompanies (Amendment) Ordinance, 2019 on 12 January, 2019. However, the latter shall cease to operate th

on 13 March, 2019 and in order to have continuity of the amendments, the Companies (Amendment) stSecond Ordinance, 2019 was promulgated on 21 February, 2019, replacing the earlier Ordinance. The

ndprovisions shall be deemed to have come into effect on 2 November, 2018. The original text of the new

Ordinance can be accessed here: http://www.mca.gov.in/Ministry/pdf/NotificationCAO2019_15012019.pdf .

MCA Circulars and Notifications

Companies (Significant Beneficial Owners) Amendment Rules, 2019

thMCA has issued the Companies (Significant Beneficial Owners) Amendment Rules, 2019 dated 8

February, 2019 in order to give more clarity to the process of identification of significant beneficial owners

and their reporting. The notification can be accessed at: http://egazette.nic.in/WriteReadData/2019/197279.pdf . Key amendments:

· Definition of 'Significant Beneficial Owner' (SBO) has been amended to mean an individual holding at

least 10% of shares/voting rights/right to receive dividends (indirectly, together with direct holdings) or

right to exercise/actual exercise of significant influence/control indirectly. Meaning of direct holdings and

indirect holdings has been clearly spelt out.

· The terms 'reporting company', 'majority stake', 'control', 'significant influence', and circumstances under

which individuals are deemed to be 'acting together' have been defined.

· Non-applicability of the rules has been extended, inter alia, to the shares held by holding reporting

company (subject to giving information in Form BEN-2), IEPF Authority, held by Central/State

Government/local authority, etc.

Key action points:

· Companies shall take steps to identify SBOs by sending notice seeking information in Form BEN-4 and

cause them to furnish Form BEN-1. The reporting company shall issue Form BEN-4 to its members (other

than an individual) holding at least 10% of its shares/voting rights/right to receive dividends.· If satisfactory reply is not received within 30 days of the notice, the company shall apply to the Tribunal,

inter alia, for suspension of rights in respect of the shares.· SBOs shall furnish Form BEN-1 to the companies, in which significant beneficial ownership is held, within

th th90 days from the date of notification - 8 February, 2019 i.e. by 8 May, 2019.

· Reporting companies shall file a return in Form BEN-2 with Registrar within 30 days from the date of receipt

of Form BEN-1.

* CS Usha G, Practising Company Secretary, Chennai

Recent Updates on Corporate Law *

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Companies (Adjudication of Penalties) Amendment Rules, 2019

In order to achieve the recommendations contained in the Report of the Committee to Review Offences

under the Companies Act, 2013 in respect of strengthening the in-house adjudication mechanism, MCA has thissued the amendment to the Companies (Adjudication of Penalties) Amendment Rules, 2019 on 19

February, 2019, which can be accessed at:

http://www.mca.gov.in/Ministry/pdf/AdjudicatioPenalties2019_20022019.pdf

Amendments include: · The maximum period to be allowed for replying to show cause notice issued by the adjudicating officer

has been reduced from 45 days to 30 days. · Reply to such notice shall only be in electronic mode once the e-adjudication platform is set up.· Time limits for passing of order by the adjudicating officer are given to make it a time-bound process.· The adjudicating officer may require physical appearance of any person; however, the reasons for

requiring such physical appearance shall be clearly stated in his order.

Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2019

thMCA has amended the Companies (Prospectus and Allotment of Securities) Rules, 2014 on 19 February,

2019 to modify Form PAS-3. In S.No.6 – Declaration in respect of preferential allotment/private placement, in

item (b), the words “not allotted securities with an application size of less than twenty thousand per person” nd

against the 2 check box shall be omitted, consequent to the removal of the requirement in this respect. The

amendment rules can be accessed at the following link: http://www.mca.gov.in/Ministry/pdf/ProspectusAllotmentRule2019_20022019.pdf

E-Form ACTIVE (Active Company Tagging Identities and Verification)

stIn order to identify active companies, MCA has introduced the E-Form ACTIVE on 21 February, 2019 by

issuing Companies (Incorporation) Amendment Rules, 2019 (which can be accessed at

http://www.mca.gov.in/Ministry/pdf/CompaniesIncorporationAmendmentRules_21022019.pdf) and Companies (Region

o f f i c e s a n d F e e s ) A m e n d m e n t R u l e s , 2 0 1 9 ( w h i c h c a n b e a c c e s s e d a t

http://www.mca.gov.in/Ministry/pdf/CompaniesRegnOfficesFeesRules21022019.pdf). The amendments come into force thon 25 February, 2019.

Key points in respect of E-Form ACTIVE:

st· Every company incorporated on or before 31 December, 2017, is required to file e-Form ACTIVE on thor before 25 April, 2019.

· Companies exempt from filing the form: struck-off companies, companies under process of striking

off, under liquidation, amalgamated or dissolved, as recorded in the Register.· A company which has not filed its financial statements or annual return cannot file the form, unless

such company is under management dispute and the Registrar has recorded the same. · The company must have the minimum required number of directors, statutory auditor, cost auditor,

MD/CEO/Manager/WTD, Company Secretary or CFO, wherever the requirements apply, in order to be

able to file the form. The Status of DIN of all directors must be “approved”.· Photograph of Registered Office showing external building and inside office also showing therein at

least one director/KMP who has affixed his/her Digital Signature to this form must be attached. Latitude

and longitude of the registered office must also be provided.

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Consequences of default in filing the form:

tho A company which has not filed the form shall be marked “ACTIVE-non-compliant” on or after 26

April, 2019 and shall be liable for action under Section 12(9) of the Act.th

o The company shall be marked “ACTIVE-compliant” if the form is filed on or after 26 April, 2019

along with a fee of ten thousand rupees.o “ACTIVE-non-compliant” companies shall not be allowed to file Forms SH-07, PAS-03, DIR-12

(except for cessation), INC-22 and INC-28 (amalgamation, demerger).

Extension of time for MSME Form I

Companies have been required to file initial return of MSME Form I within 30 days of the notification of the

Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) nd

Order, 2019 dated 22 January, 2019. As the form has not been deployed yet, responding to the

representations, MCA has extended the last date for filing the said form vide General Circular No. 01/2019 stdated 21 February, 2019, which can be accessed at the link given below:

. As per the Circular, the period of 30

days shall be reckoned from the date the form is deployed on the MCA portal.

Appointment of part-time Members of NFRAIn exercise of powers conferred by sub-section (3) of section 132 of the Companies Act, 2013, the Central

Government has appointed part-time members of the National Financial Reporting Authority (NFRA) with th

immediate effect vide Notification dated 28 February, 2019. The details can be had at:

SEBI Circulars and Notifications

Format for annual secretarial audit report and annual secretarial compliance report

In a significant move providing recognition to the profession of Company Secretaries, Regulation 24A was

inserted in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to mandate

secretarial audit for all listed entities and all material unlisted Indian subsidiaries in view of the criticality of

secretarial functions to efficient board functioning, in pursuance of the Kotak Committee's th

Recommendations. Now SEBI has come out with the Circular CIR/CFD/CMD1/27/2019 dated 8 February,

2019 in this regard, which can be accessed at

.

Annual secretarial audit report: Listed entities and their unlisted material subsidiaries shall obtain an

annual secretarial audit report in Form No. MR-3 from Practising Company Secretaries (PCS) for the st

purpose of compliance with Regulation 24A as well, from financial year ended 31 March, 2019.

Annual secretarial compliance report: Listed entities shall additionally, on an annual basis, require a

check by the PCS on compliance of all applicable SEBI Regulations and circulars/guidelines issued

thereunder, consequent to which, the PCS shall submit a report to the listed entity in the format given in

Annex-A to the Circular. This annual secretarial compliance report shall be submitted by the listed entity to

the stock exchanges within 60 days of the end of the financial year.

http://www.mca.gov.in/Ministry/pdf/InitialReturnInMSMEForm_21022019.pdf

http://egazette.nic.in/WriteReadData/2019/198994.pdf

https://www.sebi.gov.in/legal/circulars/feb-2019/format-for-annual-

secretarial-audit-report-and-annual-secretarial-compliance-report-for-listed-entities-and-their-material-

subsidiaries_42015.html

http://www.mca.gov.in/Ministry/pdf/InitialReturnInMSMEForm_21022019.pdf


https://www.sebi.gov.in/legal/circulars/feb-2019/format-for-annual-secretarial-audit-report-and-annual-secretarial-compliance-report-for-listed-entities-and-their-material-subsidiaries_42015.html

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Relaxation from requirement to furnish a copy of PAN for transfer of equity shares of listed entities executed by non-residents

In order to address the difficulties faced by non-resident investors, SEBI has issued a Circular th

SEBI/HO/MIRSD/DOS3/CIR/P/2019/30 dated 11 February, 2019 granting relaxation to non-residents from the requirement to furnish PAN and permitting them to transfer equity shares held by them in listed entities to their immediate relatives subject to the conditions that the relaxation shall only be available for

sttransfers executed after 1 January, 2016 and only to non-commercial transactions, i.e. transfer by way of gift among immediate relatives. The non-resident shall provide copy of an alternate valid document to ascertain identity and the non-resident status. The said Circular can be accessed from the following link:

RBI Circulars and Notifications

External Commercial Borrowings (ECB) Policy – ECB facility for Resolution Applicants under Corporate Insolvency Resolution Process

As per the new ECB framework, ECB proceeds cannot be utilised for repayment of domestic Rupee loans, except when the ECB is availed from a Foreign Equity Holder. Now, through the A.P. (DIR Series)

thCircular No. 18 dated 7 February, 2019, RBI has relaxed the end-use restrictions for resolution applicants under the Corporate Insolvency Resolution Process (CIRP) and allow them to raise ECBs from the recognised lenders, except the branches/overseas subsidiaries of Indian banks, for repayment of Rupee term loans of the target company under the approval route. This Circular can be accessed at the following link:

Establishment of Branch Office/ Liaison Office/ Project Office or any other place of business in India by foreign entities

thRBI has issued the A.P. (DIR Series) Circular No. 20 on 27 February, 2019, which is available at the link:

. In terms of extant Regulations, applications received from a Non-Government Organisation, Non-Profit Organization, Body/Agency/Department of a foreign Government for opening of a branch office or a liaison office or a project office or any other place of business in India are to be forwarded to RBI for prior approval and be considered in consultation with the Government of India. This has since been reviewed and as notified through Notification No. FEMA 22(R)(1), RBI has clarified that if such an entity is engaged, partly or wholly, in any of the activities covered under Foreign Contribution (Regulation) Act, 2010 (FCRA), it shall obtain a certificate of registration under the said Act and shall not seek permission under FEMA 22(R). Accordingly, the Form FNC has also been suitably modified.

Harmonisation of different categories of NBFCs

ndRBI has issued Circular DNBR (PD) CC.No.097/03.10.001/2018-19 dated 22 February, 2019, available at the following link: In order to provide NBFCs with greater operational flexibility, RBI has decided to carry out harmonisation of different categories of NBFCs into fewer ones based on the principle of regulation by activity rather than regulation by entity. Accordingly, RBI has merged the three categories of NBFCs viz. Asset Finance Companies (AFC), Loan Companies (LCs) and Investment Companies (ICs) into a new category called NBFC - Investment and Credit Company (NBFC-ICC). Differential regulations relating to bank's exposure to the three categories of NBFCs viz., AFCs, LCs and ICs stand harmonised vide Bank's

.

https://www.sebi.gov.in/legal/circulars/feb-2019/relaxation-from-requirement-to-furnish-a-copy-of-pan-for-transfer-of-

equity-shares-of-listed-entities-executed-by-non-residents_42043.html

https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=11472&Mode=0



circular DBR.BP.BC.No.25/21.06.001/2018-19 dated, 22nd February, 2019

https://www.sebi.gov.in/legal/circulars/feb-2019/relaxation-from-requirement-to-furnish-a-copy-of-pan-for-transfer-of-equity-shares-of-listed-entities-executed-by-non-residents_42043.html





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Other Important Updates

The Banning of Unregulated Deposit Schemes Ordinance, 2019 The Banning of Unregulated Deposit Schemes Ordinance, 2019 was promulgated by the President of India

ston 21 February, 2019 to provide for a comprehensive ban on unregulated deposit schemes and to protect

the interest of depositors. The Ordinance aims at having adequate provisions for punishment and

disgorgement / repayment of deposits in cases where such schemes nonetheless manage to raise deposits

illegally. The Ordinance can be accessed here: . One of the

important points to be noted in respect of companies is that if a company accepts deposits under Chapter V

of the Companies Act, 2013, it shall intimate the Authority under the Ordinance. The manner and timelines

will be prescribed by issuing rules.

Interim Budget and Finance Act, 2019st

The Interim Budget for the financial year 2019-20 was presented by acting Minister of Finance on 1 st

February, 2019. The Finance Bill received the assent of the President on 21 February, 2019 and the

Finance Act, 2019 was published in the Official Gazette on the same date. The full text of the Act is available

at: . The budget speech is available at:

Besides the amendments relating to taxes, important amendments to the Indian Stamp Act, 1899 have been

included in the Finance Act, 2019. Exemption from levy of stamp duty on transfer of dematerialized

securities among beneficial owners given under Section 8A of the Act has now been deleted, and the

exemption is now limited to transfer of securities from a person to a depository or from a depository to a

beneficial owner. The rates are also given and are available in the above link. The amendments enable levy

of stamp duty on one instrument for each securities transaction and collection at one place through the

Stock Exchanges/Clearing Corporations/Depositories. The duty so collected will be shared with the State

Governments on the basis of place of residence of the buyer.

rdRecommendations of the 33 GST Council Meeting

thThe GST Council met on 24 February, 2019 and made available its recommendations through the following

link: . The

most important recommendation is regarding lowering of the tax rate applicable on under-construction

residential properties. With effect from April 1, 2019, GST shall be levied at 5% without ITC on residential

projects outside affordable housing segment; and at 1% without ITC on properties in affordable segment.

The term 'affordable housing' has also been defined.



https://www.indiabudget.gov.in/bspeecha.asp

http://gstcouncil.gov.in/sites/default/files/press-release/Recommendations-of-the-33rd-GST-Council-meeting.pdf

Did You Know?

Members, who reside in places beyond 100 km from the nearest Regional Council/Chapter/Satellite

Chapter and attend a programme, shall be awarded double the Credit Hours for which the concerned

Programme is entitled. However, this will not apply to attendance at the National Convention/National

Conference of Practising Company Secretaries/Regional Conferences organised by the Regional Councils.

Such members also have the option to prepare a research paper to get exemption from securing credit

hours. Further, all members may be granted Programme Credit Hours for undertaking any of the

specified unstructured learning activities like publication of articles of professional interest in national

dailies, sending suggestions on exposure drafts, etc. The details are available at this link:

https://www.icsi.edu/media/webmodules/cp/PDPGuidelines3.pdf .



https://www.indiabudget.gov.in/bspeecha.asp

http://gstcouncil.gov.in/sites/default/files/press-release/Recommendations-of-the-33rd-GST-Council-meeting.pdf


* CS Usha G, Prastising Company Secretary, Chennai

1. As per the recent amendments to the Companies (Significant Beneficial Owners) Rules, if an

individual holds 5% of shares indirectly through another company, 2% of shares in his own name

and 3% of shares via holding of beneficial interest under Section 89 for which he has given

declaration in Form MGT-5, will he be considered as a Significant Beneficial Owner?

a. Yes, as he has indirect holdings of 5% and direct holdings of 5%, totalling 10%b. Yes, as he has indirect holdings of 8% and direct holdings of 2%, totalling 10%c. No, as direct holdings must be excluded and hence, total falls below 10%d. No, as the total of direct and indirect holdings does not exceed 10%

2. In respect of shares held by which of the following, the requirements under Companies (Significant

Beneficial Owners) Rules, 2019 are applicable?

a. Shares held by holding reporting company, the details of which are filed in Form BEN-2b. Shares held by IEPF Authorityc. Shares held by real estate investment trustsd. Shares held by companies in promoter group and disclosed to stock exchanges

3. While computing the indirect holdings, where the member of the reporting company is a body

corporate, which of the following statements is incorrect?

a. Significant beneficial owner is an individual holding majority stake in that member/ultimate

holding company of the memberb. The term body corporate includes LLPsc. Majority stake means holding more than one-half of equity share capital/voting rights or right to

receive more than one-half of the distributable dividend/any other distributiond. GDRs, compulsorily convertible preference shares and compulsorily convertible debentures

shall be treated as shares.

4. As per the Circular dated February 8, 2019 issued by SEBI, the annual secretarial audit report must

be in the format of ___________ and is applicable for __________?

a. Form MR-3; all listed entities and all unlisted subsidiariesb. Annex A to the Circular; all listed entities and all material subsidiariesc. Form MR-3; all listed entities and their material unlisted Indian subsidiariesd. Annex-A to the Circular; all listed entities and all material Indian subsidiaries

5. As per the Circular dated February 8, 2019 issued by SEBI, the annual secretarial compliance report must be in the format of __________ and is applicable for __________?

a. Form MR-3; all listed entities and all subsidiariesb. Annex-A to the Circular; all listed entities and all material unlisted Indian subsidiariesc. Annex-A to the Circular; all listed entitiesd. Annex-A to the Circular; all listed entities and all material subsidiaries


6. Which of the following is incorrect in respect of consequences of default in filing ACTIVE Form INC - 22 A by April 25, 2019 in case of companies incorporated on or before December 31, 2017?

a. Where the form is filed on or after April 26, 2019 with payment of a fee of Rs. 10,000/-, the company will be marked “ACTIVE-compliant” b. A non-compliant company cannot file Form DIR-12 except for cessation c. A non-compliant company can file SH-07 for consolidation and sub-division alone d. The Registrar can cause a physical verification of the premises and may even proceed to commence striking-off under Section 248 if a company does not intimate the particulars

7. Which of the following is not true in respect of adjudication of penalties in light of the recent amendments to the Rules?

a. Maximum period for replying to notice has been increased from 30 days to 45 days b. Submission of replies shall be made only through electronic mode after creation of e-adjudication platform c. The order of adjudicating officer shall mention reasons for requiring physical presence. d. None of the above

8. Which of the following is incorrect in respect of GST Council's recommendations made on February 24, 2019 on under-construction housing projects with effect from April 1, 2019?

a. GST shall be levied at 12% with ITC/ 5% without ITC on projects outside affordable segmentb. GST shall be levied at 1% without ITC on affordable housing projectsc. GST shall be levied at 5% without ITC on projects outside affordable segmentd. Affordable housing refers to houses having carpet area of up to 60sqm in metros (value up to Rs. 45 lakhs)

9. As per the recent RBI Circular on ECB issued on February 7, 2019, under which of the following

circumstances, ECB proceeds can be used for repayment of Rupee loans?

a. ECB raised by any eligible borrower from any branch/overseas subsidiaries of Indian banks under automatic route b. ECB raised by companies undergoing CIRP from recognised lenders other than branches/overseas subsidiaries of Indian banks under automatic route c. ECB raised by a resolution applicant from recognised lenders other than branches / overseas subsidiaries of Indian banks for repaying loans of target company under approval route d. All of the above

10. As per the Banning of Unregulated Deposit Schemes Ordinance, 2019, which was promulgated on

February 21, 2019, the requirement for intimation by deposit taker to the Competent Authority applies to a

company which accepts deposits under Chapter V of the Companies Act, 2013. Is this statement correct?

a. Yesb. No

For answers please see page No.42


KNOW YOUR MEMBER

1. What was your graduation? When did you decide to do CS course?

I did my B Com in Stella Maris College, Chennai. But, what had a greater influence on my career choice was my interest

in dance. So, I need to digress a little from your question to explain my academic and career decisions.

I started learning Bharathanatyam when I was in 9th standard, under Guru Dr Lakshmi

Ramaswamy. She kindled my interest, and I soon became extremely passionate about dance.

My alma mater, Padma Seshadri Bala Bhavan - K.K.Nagar, was also very supportive of my extra-

curricular activities, to the extent that they granted me a whole month's leave, missing even my

quarterly exams when I was in 11th standard, to be a part of the Cultural Exchange Tour to Sri

Lanka, which the Government of Tamil Nadu had arranged. It was a memorable experience for

me as we got to dance in the Parliament of Sri Lanka, amongst other places.

I wanted to continue pursuing my interest in dance. However, all around me I saw people

commuting hours to reach engineering colleges, returning terribly tired at the end of the day with no energy for

anything else. That, to be frank, was the reason I decided to choose commerce as my stream of study. Commerce was

offered by most city colleges.

However, it so happened that I had a flair for the subject, and became extremely interested in it. In fact, without any

additional tuition, and without taking any breaks from my dance training, I managed to top the school in Business

Studies due to my love for the subject.

This was when my uncle Mr. Gopalakrishnan, a Chartered Accountant, suggested that I take up ACS. Since I also

wanted to do a basic graduation, I took up B Com first.

2. Tell us about your CS training and the first job.

I started ACS during my second year of college, cleared my Foundation in the second year and Inter in the third year.

After I completed my B Com, I was ready to take up the training as stipulated by ICSI. My uncle, Mr. T.

Ananthanarayanan willingly helped me start my training at Ashok Leyland, Chennai. The staff members there were

very thorough in training us. Our training superiors, Mr. V. J. Baalachandiran and Ms. Subhadra under the guidance of

Mr. A.R. Chandrasekhar, did an amazing job. The unique feature there was that we were each responsible for a group

of companies. Hence, it taught us about accountability and responsibility while at the same time taking us under the

wing for any liabilities. I would say that this is one of the best ways to learn.

This made it easier for me to face the requirements of my very first real job, where I was the Company Secretary at a

Hong Kong based MNC called General Nice Group. I worked there for three years after which I took a maternity break.

3. From when you have started dancing which is your passion.

Like I said, I started my training in Bharatanatyam at the age of 16. My parents, Mr. T. Balasubramanian and Mrs. B.

Vidya were very supportive and always encouraged me, as opposed to the popular belief that parents only want their

children to study. My guru, mentor and inspiration, Dr. Lakshmi Ramaswamy is the reason behind who I am today.

With all of their blessings and support I carry on dancing even today and I wish my journey continues.

CS B Purnima


4. Please tell us about your journey and achievement in dancing.

My first real recognition came when I was chosen to be the President of our college's Classical Dance Club and

eventually I received the Best Artist award from the college. I was chosen by the Iyal Isai Nataka Mandram (State

Government) under their Youth Talent Promotion Programme and was sponsored to perform in four cities in Tamil

Nadu. I am a B-grade artist of Doordarshan and an empanelled artist of the South Zone Cultural Centre. My dance

programmes have been telecast in DD Podhigai, Makkal TV and Dheeran TV.

Another interesting aspect of my dance career is being invited to different events as a guest or judge. Recently, I had

been to Dubai for judging a dance event and I was also invited by the Meenakshi College for Women as a Chief Guest

to inaugurate their cultural fest. Canara Bank also honoured me on Women's Day as one among five women chosen

from different fields. I have also been conferred with titles such as the Tarang Padama that I recently received in

Mumbai.

I run my own dance school, Sri Chandra Mudhra, at Ashok Nagar. Many of my students are well-accomplished now,

with several laurels to boast of. I also take Skype classes for students from cities like Denver and Raleigh. Last year,

we successfully executed the arangetram of one such student, entirely through arrangements made via Skype.

Apart from the above, I also anchor a lot of shows on DD Podhigai.

5. Getting married and having a kid… Did they have any effect on your passion?

Definitely the societal pressure of why should I continue to perform even after marriage was there. But my husband

Mr. Sriram did not cause any kind of hindrance to my passion and said I could pursue dance as per my wish. Post child

birth, some physical limitations were there, but I worked twice as hard on my body to get back on stage. It was truly

very hard to get back to dance after a C-section but again, my parents and Guru were very supportive.

6. Will you continue your CS career at some point of time?

Definitely yes! I studied CS only because of interest and not because of compulsion. My daughter has started going

to school and very soon I will be restarting my career after equipping myself with the changes in the Act.

7. What would you like to share for women on career and passion?

The best examples to kids are their parents. When you do something with passion, be it your career or anything else,

your child is bound to do whatever he/she does with passion too. I know it is very compelling at times due to

societal, familial and physical pressure to give up your career or passion but strive for it constantly and untiringly,

you will never feel sorry. A life of no regrets is a life best lived!


Interview with Ms. Nivedita Natarajan, who scored India Second Rank in CS Executive Exams

1. Hearty congratulations on getting All India 2nd rank. How many months you prepared for CS exams. How many times you revised?

Ans : I registered for the CS Executive exams towards the end of November, 2017 and started preparations in January, 2018. Because of college and other commitments, I was left with very few hours to spare daily. But my seniors and well wishers instilled in me the difficulty of the course. So, made it a point to study for atleast 2 hours a day. Since I already had Cost and Management Accounting, Taxation and a part of Company Accounts and Auditing in IPCC, allotted time to other core papers such as Company

Law and Capital Markets and Securities Laws. I was able to finish about 90% of the syllabus by October and was able to revise twice. I revised the major topics the day before the exam.

2. Can you please share the strategies you used for individual subjects in Executive?

Ans : One of my major concentrations was on Company Law because we, as Company Secretaries, should be masters in the subject. Took efforts to understand the rationale behind the provisions rather than simply studying it by heart because this led to greater retention of the concepts. The same goes for Economic and Commercial Laws also. Application of the provisions also made it interesting.

For Capital Markets and Securities Laws, understanding the practical applications with live examples made it easier for me to appreciate the subject. In Taxation, I gave equal importance to all the topics instead of focusing only on the main topics such as the heads of income. The question paper was also a mix of all the topics.

In Cost and Management Accounting, I linked the theory with practical sums as the previous year question papers also tested the students' understanding of the concepts rather than just application of formulae.

I felt that Company Accounts and Auditing and Industrial and Labour Laws were scoring papers and the revision of previous years question papers also were of immense help.

3. How do you rate CS study material?

Ans : The CS study material is highly informative, requiring rigorous preparation and understanding by the students. It has examples in the required places.

4. Did you study Guidelines answers containing past questions. Were they useful: whether questions are getting repeated? If so, to what extent? Ans : I did use the Study Guidelines. Their use cannot be understated. It helped to understand the pattern of questions, if not the same questions that could be asked. Repeated questions can be expected to a very limited extent in a professional examination like CS but the past questions gave me the right mindset to approach the exam.

5. What is your advise for time management in exams, since some students say time is not sufficient for writing all questions.

Ans : I faced this problem too since the exams had a higher proportion of theory. The strategy was to attend the questions that I knew first. Even if you know 2 out of 3 subdivisions of a question, you could attend those two, leave space for the third subdivision and come back later since you need to attend all the parts of a question together. Writing model exams also goes a long way to solve this problem.


6. Did you aim for an All India rank while preparing?

Ans : I decided to write both the groups together with a view of scoring an All India Rank. I kept this in mind

while preparing and this aim ensured that my spirits were high. 7. Would you advise students to write both groups together or one group at a time?

Ans : As mentioned earlier, I went into the course with an aim of scoring an All India Rank. So wrote both the

groups. But some students do not have the luxury of time because of other professional commitments. Such

students can write one group at a time.

8. Are you going to regular college. How did you manage both?

Ans : Yes, I am pursuing B.Com(Accounting and Finance) through regular college. Found common

subjects between CS Executive and B.Com and used this to our advantage. However CS, being a

professional exam, requires a higher level of understanding. Constant support from college faculties also

helped me in this regard.

9. Tell us about your school and college days. Are you academically brilliant from school days?

Ans : Did my schooling at New Prince Matriculation Higher Secondary School, Adambakkam. I have a

passion towards studies right from childhood days. Aimed for a State Rank in SSLC Examinations. Missed it

by a few marks because of lesser marks in Language papers. Took it in my stride and worked hard towards a

rank in HSC Examinations. I secured State First rank with Sanskrit as a second language and State Third

rank overall. I am currently in my final year at MOP Vaishnav College for Women, Chennai. Have also

cleared CA IPCC in the first attempt.

10. Any special advise for problem oriented papers, since some students have difficulty in them.

Ans : I practised all the questions in the Practice Manual and the Study Material. This helped me to score

higher marks in the problem oriented papers. 11. What is your final thoughts/ advise for students doing Cs Executive?

Ans : Students might feel that the syllabus is huge in CS Executive. Initially, I had the same fear too. But

consistent and dedicated preparation will help you achieve anything. Be sincere to the course and you will

surely succeed. All the very best!

Webinars conducted by the Institute can be accessed at the YouTube Channel: The Institute of Company

Secretaries of India, which can be accessed here:

https://www.youtube.com/user/TheCsInstitute/videos. Videos of webinars are posted on the channel a

few days after the webinar is conducted. Readers may go to the said channel to access the videos.

Did you Know?


Answers to Questions in Quiz Corner:

1. a) “Direct holdings” includes both holding in individual's name as well as through

beneficial interest under Section 89 for which MGT-5 is filed. SBO is determined

using indirect holdings taken together with direct holdings.

2. d) The first three categories are exempt as per Rule 8. However, no exemption is

there for shares held by promoter/promoter group entities.

3. b) The term “body corporate” for the purpose of the Rules excludes LLPs.

4. c)Form MR-3; all listed entities and their material unlisted Indian subsidiaries

(Reg. 24A read with the Circular)

5. c) Annex-A to the Circular; all listed entities

6. c) SH-7 cannot be filed by a non-compliant company for any matter

7. a) Maximum period for replying to notice has been decreased from 45 days

to 30 days

8. a) All statements other than (a) are correct.

9. c) The recent circular permits resolution applicants to raise ECB to repay Rupee

loans of target companies from recognised lenders except branches/ overseas

subsidiaries of Indian banks.

10. a) Yes; companies raising deposits under Chapter V of the Companies Act, 2013

are required to report to Competent Authority as per Explanation (b) given under

Section 10 of the Ordinance

The website of Competition Commission of India (CCI) provides a Do-It-Yourself(DIY) Notifiability Check,

which is available for use even without logging in. This helps in checking whether a particular transaction

is notifiable to the CCI. The link is here: https://www.efilingcci.gov.in/DIY/#/ . In addition to the online

guidance system, the website also encourages viewers to read the FAQs on the Commission's merger

review procedures. If a question on a proposed transaction is not addressed by these reference

resources, stakeholders may avail of the pre-filing consultation facility provided by the staff of the

Commission. For details on pre-filing consultation, readers may click on the following link:

https://www.cci.gov.in/sites/default/files/cci_pdf/ConsultationPrior250511.pdf .

Did You Know?

Compliance Calendar for March 2019

* CS Muthukumaran P, Practising Company Secretary, Chennai


Particulars of Compliance Forms/Returns Due Date

Form GSTR-7 for the month of February 2019.

GSTR-7 10-03-2019

The due date for furnishing statement by e-commerce companies for the month of February 2019.

GSTR-8 10-03-2019

Return of outward supplies of taxable goods and/or services for the Month of February 2019 (for Assesses having turnover exceeding 1.5 Cr.) Monthly Return.

GSTR -1 11-03-2019

GST Return for input service distributor for the month of February 2019.

GSTR 6 13-03-2019

Summary of outward taxable supplies and tax payable by Non-Resident taxable person & OIDAR.

GSTR-5 & 5A 20-03-2019

Simple GSTR return for the month of February 2019.

GSTR 3B 20-03-2019

Due date of TRAN-1 and TRAN-2 is extended for certain taxpayers who could not complete filing due to tech glitch.

TRAN-1 & TRAN-2

31-03-2019

Filing of ITC-04 (Input Credit on Job Work) for July 2017 to December 2018.

ITC-04 31-03-2019

PF Payment for February 2019 ECR 15-03-2019

ESIC Payment for February 2019 ESI Challan 15-03-2019

Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA (Immovable Property other than Agricultural Land) in the month of January, 2019.

02-03-2019

Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IB (for Rent) in the month of January, 2019.

02-03-2019

Due date for deposit of tax deducted/collected for the month of February, 2019. (TDS & TCS). However, all sum deducted/collected by an office of the government shall be paid to the credit of the Central Government on the same day where tax is paid without production of an Income-tax Challan.

07-03-2019

Due date for furnishing of Form by an office of the Government where TCS for the month of February, 2019 has been paid without the production of a challan.

Form 24G 15-03-2019


Fourth instalment of advance tax for the assessment year 2019-20.

15-03-2019

Due date for payment of whole amount of advance tax in respect of assessment year 2019-20 for assessee covered under presumptive scheme of section 44AD/ 44ADA.

15-03-2019

Due date for issue of TDS Certificate for tax deducted under section 194-IA in the month of January, 2019

17-03-2019

Due date for issue of TDS Certificate for tax deducted under section 194-IB in the month of January, 2019

17-03-2019

Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA in the month of February, 2019

30-03-2019

Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IB in the month of February, 2019

30-03-2019

Due date for linking of Aadhaar number with the PAN

31-03-2019

Country-By-Country Report for the previous year 2017-18 by a parent entity or the alternate reporting entity, resident in India, in respect of the international group of which it is a constituent of such group.

Form No. 3CEAD

31-03-2019

Country-By-Country Report for a reporting accounting year (assuming reporting accounting year is April 1, 2017 to March 31, 2018) by a constituent entity, resident in India, in respect of the international group of which it is a constituent if the parent entity is not obliged to file report u/s 286(2) or the parent entity is resident of a country with which India does not have an agreement for exchange of the report etc.

Form No. 3CEAD

31-03-2019

The listed entity shall give prior intimation to the stock exchanges at least 11 working days before the date on and from which the interest on debentures and redemption of debentures shall be payable.

Applicable for Debt Listed Company

Before 31st March, 2019

(if the entity makes

payments in Quarterly

basis)

Certificate to the stock exchanges within 2 days of the interest or principal or both becoming due date that it has made timely payment of interest or principal or both becoming due that it has made timely payment of interest or principal obligations or both in respect of the NCD securities.



The listed entity shall give notice in advance of 7 clear working days to the stock exchange(s) of the record date fixed for purposes of payment of interest, and payment of redemption or repayment amount or for such other purposes as specified by the stock exchange.


As per Section 10 A (Commencement of Business) of the Companies Act, 2013, inserted vide the Companies (Amendment) Ordinance, 2018 w.e.f. 2nd November, 2018, a Company Incorporated after the ordinance and having share capital shall not commence its business or exercise any borrowing powers unless a declaration is filed by the Director within 180 days from the date of Incorporation of the Company with the ROC.

e-Form INC 20A

Within 180 days from the

date of Incorporation

of the Company

All Specified Companies (i.e. Companies who get supplies of goods or services from micro and small enterprises and whose payments to micro and small enterprise suppliers exceed 45 days from the date of acceptance or the date of deemed acceptance of the goods or services as per section 9 of the Micro, Small and Medium Enterprises Development Act, 2006) to file details of all outstanding dues to Micro or small enterprises suppliers existing on 22nd January, 2019.

MSME Form I

(form not yet deployed by the

MCA as on date)

30 days from the date of

deployment of e-form in

the MCA portal

Every existing body corporate other than a company governed by the NFRA Rules (Rule 3(1)), shall inform the National Financial Reporting Authority (“NFRA”) about details of the auditor(s) as on 13th November 2018.

Form NFRA-1


MCA as on date)

30 days from the date of

deployment of e-form in

the MCA portal

Initial Return for disclosure of details of outstanding money or loan received by company but not considered as deposits in terms of rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014.

Note: Every company (other than Government company) shall file a onetime return of outstanding receipt of money or loan from 01st April, 2014 till 22nd January, 2019, which are not considered as deposits, in Form DPT-3 within ninety days of 22nd January, 2019.

Form DPT-3


MCA as on date)

22-04-2019


Every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification).

Active Form INC -22 A

25-04-2019

Application for KYC of Directors for the year ending 31.03.2019.

DIR 3 KYC

(form for 31.03.2019 not yet deployed by the MCA as on

date)

30-04-2019

Every individual, who is an SBO in a Reporting Co. shall file Form BEN 1 within ninety days from the commencement of the SBO Rules (i.e . 8th February 2019)

Form BEN 1 08-05-2019

The Reporting Co. shall issue Notice to members (other than individuals) holding not less than 10% of its shares or voting rights or right to receive dividend, seeking information about SBO.

Form BEN 4 Not specified

but maximum

time limit of 90 days for

individual to furnish Form

BEN 1

Filing of e-form BEN-2 by the Reporting Co. under the Companies (Significant Beneficial Owners) Rules, 2018 (as amended by the Companies (SBO) Amendment Rules, 2019.

Form BEN-2


MCA as on date)

30 days from the date of receipt of

form BEN-1.

The Institute has entered into MoUs with various insurance providers for the purpose of providing

insurance products to Members. These range from life insurance, mediclaim policy, professional

indemnity cover, cyber-safe policy, motor car insurance, etc. Details of these can be accessed at:

https://www.icsi.edu/icsi-mous-various-insurance-providers/. Some of these policies are available not

only to Members but also to Students and Employees of the Institute. Readers are requested to go through

these details and avail the benefits.

Did you Know?

ICSI Motto Song with English Translation

* CS Saraswathy Priyadharsini, Company Secretary, Chennai


Ummeed ke umbar mein humBan ke kile jo roshini

Let's blossom like a shine in the sky of hope.

Kehade hum sansar koKoi laksh na mumkin nahi

Let's tell the world that no aim is impossible

Gyan ke Har nyay keHar rah ko Thame huyeChal pade hain jhoom Kar

Let's walk holding the hands of knowledge and

justice in every path

Bas geet ye gaathe hueSathyam vada dharmam chara(3)

By singing the song.. Speak the truth, abide by law.

Kadmo ke Har ek goonju mein bas jeet ka

ehasas ho

We realise the victory on sound of our every foot

step

Rastrapragathi path pe ho aur athma bal ki

aas ho

In way towards wishing national progress and

advancement and with self-confidence

Jab bi chale iss bav seKulte gaye hein raste

When we walk with this feel.. Every road gets opened and paves the way

Aavaz hum ne dil se de hai geet ye gaathe

hue Sathyam vada dharmam chara (3)

We voice out from the heart by singing the song..

Speak the truth and abide by the law

Har unnathi ke rang meinHar bharathiya haath ho

Let every development has the involvement (hand)

of an Indian

Udhyam ho ya udhyog hoHar oor apna saath ho

Be it an entity or employmentWe will be there along in every direction

Jaana shikar tak hai hameinSach ke kalaye thaam kar

We will reach the top of the mountain By holding the hands of truth

Hum jeet kar sur chedenge geet ye gaathe

hue Sathyam vada dharmam chara (3)

Keep winning and sing the song with tune of speak

the truth and abide by the law.

COMMENTS FROM CS MEMBERS ON FEB 2019 NEWSLETTER

CS VeronicaCongratulations on the first newsletter of SIRC under new Council. This is an excellent initiative, a much needed one - esp features such as monthly compliance calendar, articles on latest amendments, etc.

CS K. SureshSir, good initiative. My humble suggestion, pls add one more section for Latest Judgments. Will try to put my effort also, if need be.

CS Aravind ShrinivasNewsletter was superb! Particularly i liked the KNOW YOUR MEMBER (KYM) section very much. Great initiative !

CS Sailesh SreedharanSir, in the news letter, know your member and quiz are wonderful additions and a new concept Sir. A value addition really

CS Meenakshi RamanathanI would like to appreciate your initiatives and hats off to you for the changes made in the SIRC newsletter.

I would like to suggest the following in the "Know your Member" Column.

If the address and contact details of the member (if they are willing) is added in the column, it will be easy for others to reach them.

Please provide the address of CS TN Sridharan if possible.

CS KV LakshmiI am a regular reader of the SIRC newsletter. The SIRC Newsletter for the month of February 2019 was very interesting, informative and knowledgeable. Our Chairman's address outlining the new initiatives to be undertaken by SIRC this year made for an exciting read and my best wishes to Team SIRC for successful implementation of these initiatives.

Introduction of Quiz corner covering certain aspects of Companies act 2013, FEMA and SEBI Regulations is a great step as it gives both students and members an opportunity to test their knowledge on these acts and regulations.

Monthly compliance calendar is very useful for professionals as it enables them to do the compliances on time as well as keep a track of the same.

I found the "do you know" section interesting as professionals become aware of important information which they might not be aware of before.

And last but not the least, "Know your CS member" is a source of inspiration and motivation for the professionals.

Suggestion :-I would like to request the members to include a section called " latest updates" in the newsletter. In this section , latest updates on sebi regulations, companies act, RBI/FEMA regulations can be mentioned along with the actionables to enable the members keep track of the latest amendments.

Further, I feel the number of articles (presently 2) can be increased to atleast 4 so that all areas (SEBI, Companies act, FEMA) can be extensively covered.

CS K ParthasarathyNewsletter is very elaborate and with lots of information. Good looking too. New features are also very interesting.

CS Iyappan KannanIt was great to see the news letter with fresh ingredients, thanks for sharing / starting the page "know your member" ,great to know about Shri. CS TN. Sridharan activities and what a wonderful human being he is, god bless him with all needs. My request is to add photograph of such members, which I feel will be good, really some inputs are personally value added to me convey my thanks to him.


Announcements for

Members

CSBF. Registered under the Societies Registration Act, 1980. Recognized under Section 12A of the Income Tax Act, 1961. Subscription / Contribution to the Fund qualifies for deduction under section 80G of the Income Tax Act, 1961. Has a membership of over 12000

Eligibiltiy

A Member of the Institute of Company Secretaries of India (ICSI) is eligible for the membership of the CSBF.

How to Join

. By making an application in Form A (available at www.icsi.edu/csbf) along with one time subscription of Rs. 10,000.. One can submit Form A and also the subscription amount of Rs. 10,000 online through Institute's web portal: www.icsi.edu. Alternatively, he can submit Form A, along with a Demand Draft payable at Delhi or Cheque at part for Rs. 10,000 drawn in favour of 'Company Secretaries Benevolent Fund', at any of the office of the Institute / Regional Offices /Chapters.

Benefits

* Rs. 7,50,000 in the event of death of a member under the age of 60 years . Upto Rs. 3,00,000 in the event of death of a member above the age of 60 years in deserving cases (to dependent Spouse only) *. Upto Rs. 40,000 per child one time (upto two children) for education of minor children of a deceased member * Upto Rs. 60,000 for medical expenses in deserving cases * Limited benefits for Company Secretaries who are not members of the CSBF Donation

The donation to CSBF can be made online at link www.icsi.in/ICSIDonation

Contact: For further information /clarification, please write at email id [email protected] or contact on telephone No. 0120-4082135

*

*

The Company Secretaries Benevolent Fund (CSBF) provides safety net to the Company Secretaries who are

Members of the Fund and their family members in distress.


Announcements for

Members


Announcements for Students


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