sirc enewsletter from the chairman month of february... · sirc enewsletter i feel honoured and ......

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Issue No.1 February 2015

SIRC eNewsletter

I feel honoured and privileged to assume the Office of the

Chairman of SIRC of The ICSI for the year 2015. I accept this

honour with a great sense of responsibility and humility. I would

at the outset express my heartfelt gratitude to all of you and my

esteemed colleagues in the Regional Council for having

reposed their trust and confidence in me. I am aware of the

tremendous sense of responsibility to meet the expectation of

our Members. I have imprints on my mind, of the invaluable

sacrifices and contributions made by my illustrious

predecessors of the ICSI-SIRC for the development and growth

of the Institute and the profession of Company Secretaries. It

shall be my endeavour to bring honor to this high office and to

further enhance the prestige of the Institute and the profession.

During the year the SIRC will lay special emphasis on the Skill

Development of our Members / Students in order to enable

them to enter other areas of Practice.

I had the privilege of attending the meeting of the newly elected

President & Vice-President of The ICSI with the Chairmen of

Regional Councils and Chapters at New Delhi on 13-14

February 2015. The discussions at the meeting was of the

highest order and it laid the path for the efforts to be taken in

materializing the plans laid down for the year 2015. The

President CS Atul H Mehta emphasized the fact that efforts are

to be taken by all concerned to take the profession of Company

Secretaries to the global arena.

Dear Professional Colleagues,

SOUTHERN INDIA REGIONAL COUNCIL

ICSI - SIRC eNewsletter, January 2015 IssueICSI - SIRC eNewsletter, ICSI - SIRC eNewsletter,

ChairmanCS Nagendra D Rao

CS Shastry P S

CS Sivakumar P

CS Dhanapal S

Vice Chairman

Secretary

Treasurer

Members

ICSI-SIRC HOUSE

No.9, Wheat Crofts Road

Nungambakkam

Chennai - 600034

www.icsi.edu

[email protected]

CS Ramasubramaniam C(Ex-officio)

CS Ahalada Rao V(Ex-officio)

CS Ganapathi G M

CS Mohan Kumar A

CS Ramakrishna Gupta R

CS Gopalakrishna Hegde (Ex-officio)

FROM THE CHAIRMAN

February 2015 Issue ICSI-SIRC eNewsletter - February 2015 Issue ICSI-SIRC eNewsletter - February 2015 Issue ICSI-SIRC eNewsletter - February 2015 Issue ICSI-SIRC eNewsletter -

He also laid stress on improving the infrastructure of the Chapters and brand building of the

profession. I on behalf of the Regional Council would invite your suggestions for achieving the goals

laid down by the Institute.

Corporate Membership Scheme of ICSI-SIRC for the year 2015-16 will become due from 1.4.2015

and the fee is Rs. 10,000/-, the details are appearing elsewhere in the newsletter. I request all the

Members to kindly enroll for the same and derive maximum benefit out of the Programmes.

The Membership to the Company Secretaries Benevolent Fund is Rs.7,500/- one time payment. I

request all the Members who are yet to become Members of this Fund to pay their subscription which

will go a long way in helping our professional brethren in times of distress.

Friends, the profession of Company Secretaries is undergoing a metamorphosis with the Companies

Act 2013 and in this direction, I request all the Members to create an awareness about the Company

Secretaryship Course among the student community. In this endeavour, I urge upon each and every

Member to take up the responsibility of counselling the students in the Schools and Colleges, where

the Members have studied. This will help in creating an awareness among the vast majority of

student community. This will also be a measure of social responsibility which a profession like ours

owes to the society.

I value your feedback on the activities of the Regional Council which will enable us to conduct

programmes of topical interest. I earnestly request all of you to attend all programmes of SIRC and

enrich the deliberations.

With Warm Regards.

Yours Sincerely,

Nagendra D Rao

Chairman, ICSI-SIRC

[email protected]


SIRC eNewsletter Issue No.1 February 2015

INDEX

Tentative Programme Schedule 4

SIRC Activity Report 6

Chapter’s Activity Report 13

Articles 38

Announcement for Members 47

Announcement for Students 50


Sl. No.

Paid/Free

Date Venue/PCH

Event Chief Guest/Speakers

1 Paid 02.03.2015 Hotel Hyatt Regency

PCH 2

Joint Half Day Programme on Post Budget Analysis 2015

Speakers – Mr. N. Muralidharan, Partner – Direct Tax, EY and Mr. B. Sriram, Partner-Indirect Tax, EY

Moderator – Mr. R. Anand, Partner, EY

Personalities - Mr. M. Nandakumar, Convenor - Energy Panel, FICCI Tamil Nadu State Council, Mr. Ashok R. Thakkar, Convenor – Infrastructure Panel, FICCI Tamil Nadu State Council, Mr K Purushothaman, Senior Director, NASSCOM & Member of IT, FICCI TNSC, Mr Chozha Naachiar Rajasekar, Convener, The Tamil Chamber of Commerce, Mr T R Kesavan, Chief Operating Officer - Product Strategy & Corporate Relations, Tractors and Farm Equipment Limited (TAFE)

2 Free 02.03.2015 ICSI–SIRC House

PCH-2

Colloquium on Union Budget 2015

CS Gopal Krishna Raju, Practising Chartered, Accountant, Chennai and

CA V P Manavalan, Chartered Accountant, Chennai

3 Paid 07.03.2015 ICSI-SIRCHouse

PDP-4PCH-2

Half Day Seminar on “Enhancing Productivity through MS Excel- Hands on Training”.

CS Gopal Krishna Raju, Practising Chartered Accountant, Chennai

4 Free 13.03.2015 ICSI-SIRC

PCH-1

Study Circle Meeting on Trade Mark Registration & Recent Developments

Mr. R Sathishkumar, Advocate, Chennai

5 Paid 14.03.2015 ICSI-SIRC

PCH-2

Half Day Seminar on Preparation of Annual Return & Board’s Report

CS S Eshwar, Practsing Company Secretary, Chennai

CS P Sriram, Practising Company Secretary, Chennai

TENTATIVE PROGRAMME SCHEDULEof SIRC of the ICSI

For the Month of March 2015


Sl. No.

Paid/Free

Date Venue/PCH

Event Chief Guest/Speakers

6 Paid 18.03.2015 ICSI-SIRC

PCH-4

Joint Seminar on The Companies Act, 2013 with Sir Theagaraya College

CS K Ramesh, Corporate Lawyer, ChennaiR Prakash, Legal & Secretarial Departments, HC Kothari Group & Companies, Chennai.CS R Pradeep, Asst. General Manager, SEBI, Chennai

7 Free 20.03.2015 ICSI–SIRC

PCH-1

Study Circle Meeting on Recent Updates on Service Tax

CA K N Bharath Kumar, Partner, M/S. Sanjiv Shah & Associates, Chartered Accountants, Chennai

8 Paid 21.03.2015 ICSI-SIRCHouse

PDP- 4

Half Day Seminar for Students - Hands on Learning on TALLY

Confirmation of the Speaker awaited

9 Paid 28.03.2015 Rain TreeHotel

PCH-4

One Day Seminar on Updates on Corporate Laws & Secretarial Audit

CS Satwinder Singh, (Council Member, The ICSI) Vaish Associates, New Delhi.Mr. P H Arvindh Pandian, Senior Advocates & Additional Advocate General, Govt. of Tamilnadu CS Keyoor Bakshi, (Past President, The ICSI), Practising Company Secretary, Mumbai

10 Free 28.03.2015 Rain TreeHotel

PCH- 1

Members Interaction Meet

CS Atul H Mehta, President and CS Mamta Binani, Vice President, The ICSI

TENTATIVE PROGRAMME SCHEDULEof SIRC of the ICSI

For the Month of March 2015


SIRC Activity Report st st

The Inaugural Session of 21 MSOP of the ICSI – SIRC – 21 January 2015

ICSI – SIRC organized the 21st Management Skills Orientation

Programme [MSOP] from 21st January 2015 to 7th January 2015 at

ICSI – SIRC, Chennai. Chief Guest Shri Sridhar Pamarthi, Registrar

of Companies, Tamilnadu, Andaman & Nicobar Islands, Ministry of

Corporate Affairs, Chennai inaugurated the 21st MSOP on 21st

January 20145 at ICSI-SIRC, Chennai.

Earlier Mrs. Sarah Arokiaswamy, Regional Director, ICSI – SIRC

welcomed the Chief Guest and all present. CS S. Dhanapal, Member of SIRC of the ICSI introduced the Chief

Guest to the participants.

Chief Guest Shri Sridhar Pamarthi, Registrar of Companies, Tamilnadu highlighted the views of the MCA and

advised the participants to exercise caution and diligence while certification of various forms and be aware of

obligations as penalization is higher side. The ROC explained the participants about role of CS in Companies

Act 2013 and CS is a Key Person for Management, Shareholders & Board.

Thereafter CS Ramasubramaniam C, Council Member, the ICSI urged the participants to be more attentive

during the MSOP and make it a pleasant learning experience. He also advised participants make groups among

yourself and research & prepare Guidance Notes relevant to profession.

The inaugural session concluded with the formal vote of thanks by CS A. Mohan Kumar, Member of SIRC of the

ICSI.

SIRC of the ICSI organized a Full Day Seminar on "CSR" in association with FKCCI & Abhaya Foundation, on

Saturday, the 24th January, 2015 at Savera Hotel, Chennai. His Excellency Dr. K Rosaiah, Hon'ble Governor of

Tamilnadu was the Chief Guest. Clarion Call of Swami Vivekananda, Swami Atmashraddhananda; Sri J B

Kamdar, MD, Nadi Airtechnics, Chennai; Sri Meda Narasimhulu, Chairman, CS G Ragubabu, President, Abhaya

Foundation and CS Ramasubramaniam C, Council Member, The ICSI were the other dignitaries present.

Technical Session 1: CSR- Companies Act, 2013 & Role of Corporates & Professionals

Technical Session 1 Chaired & Moderated by Sri Aravind P Datar, Sr. Advocate, Chennai. CA K Ramesh,

Advocate, Chennai spoke on CSR - A life perspective & Vision and CS Babu Sankarasubramanian , Company

Secretary, Chennai addressed on CSR & Companies Act, 2013 provisions, detailed analysis.

Technical Session 2 : CSR Impact

CA M.R. Vikram, Partner, M Anandam & Co., Secretary MV Foundation covered on CSR - Role of NGOs. Lion Er

VSB Sunder, MJF enlightened the CSR - NGOs Impact and Ms. Rinku Mecheri, Social Entrepreneur, Founder,

Chennai Volunteers spoke on CSR - Role of Volunteers. Audio and video Presentations on NGO activities was

moderated by CA IS Prasad, Program Coordinator. CS Balachandra Sunku, Founder, abhaya Foundation gave

overall concluding remarks.

thJoint Seminar on CSR - 24 January 2015


SIRC Activity Report th th66 Republic Day Celebrations – 26 January 2015

thStudy Circle Meeting – 30 January 2015

thThe ICSI – SIRC celebrated the Nation's 66 Republic Day at its ICSI – SIRC

House. Shri Suresh B. Menon, Chief General Manager, SEBI & Regional

Head, Southern Regional Office, Chennai hoisted the National Flag. CS

Nagendra D Rao, Chairman, ICSI – SIRC hoisted the ICSI flag.

Ms. Sarah Arokiaswamy, Regional Director, ICSI – SIRO invited the Chief

Guest and dignitaries to the dais. The Chairman, ICSI – SIRC welcomed the

Chief Guest, dignitaries and members & students present.

CS A. Mohan Kumar, Member, ICSI – SIRC introduced the Chief

Guest to the members and students.

Chief Guest in his speech highlighted that Governance and

Compliance are very important attributes for a professional to ensure

corporate governance. He advised members to focus on minority

shareholders and assist the management in the compliance of various

laws.

The Republic Day celebrations concluded with the formal vote of thanks by CS S. Dhanapal, Treasurer, ICSI –

SIRC.

thOn 30 January 2015, the ICSI – SIRC organized a Study Circle

Meeting on “SARFAESI” at 5.45 pm at. ICSI – SIRC House, Chennai.

Shri K.R. Srivarahan, Faculty, Indian Overseas Bank, Staff College,

Chennai was the speaker

CS A. Mohan Kumar, Member, ICSI – SIRC welcomed the speaker and

all present and introduced the speaker to the members.

Shri Srivarahan, in his speech he gave expansion of SARFAESI and

what procedures banks following for asset recovery and reconstruction before SARFAESI act 2002

introduced and The SARFAESI Act has been largely perceived as facilitating asset recovery and

reconstruction. He explained in detailed the significance of SARFAESI and this Act provides three alternative

methods for recovery of NPAs, namely: Securitisation, Asset Reconstruction, Exemption from registration of

security receipt. He also mention that SARFAESI Act will not applicable to NBFCs and it is applicable only to

Banks & Financial Institutions. Then he highlighted the guidelines for Securitisation Companies and Assets

Reconstruction Companies, Broad guidelines with regards to Securitisation, Broad guidelines pertaining to

Asset Reconstruction and Issues under the SARFAESI

The Study Circle Meeting ended with formal vote of thanks by CS S. Dhanapal, Treasurer, SIRC of the ICSI.


stHalf Day Seminar – 31 January 2015

stMeeting on 'Secretarial Audit' with CS Atul H Mehta, President, The ICSI – 31 January 2015

The ICSI-SIRC organized a Half Day Seminar on “FEMA and Corporate Restructuring – Recent Changes from a Professional Perspective” on

stSaturday, the 31 January, 2015 at ICSI-SIRC House from 10.00 am to 1.00 pm. CS K. Ramesh, Corporate Lawyer, Chennai and Mr. H. Karthik Seshadri, Partner, Iyer & Thomas, Attorneys at Law, Chennai were the speakers.

First Technical Session - FEMA - Recent Changes from a Professional

Perspective

CS Nagendra D Rao, Chairman, SIRC of the ICSI welcomed all present and

introduced the speaker of the session CS K. Ramesh, Corporate Lawyer, Chennai to the delegates. CS

Ramesh gave overview of FEMA and highlighted the recent amendments in FDI, ODI, Guarantee, Exports, and

Compounding under FEMA. CS S. Dhanapal, Treasurer, SIRC of the ICSI proposed the vote of thanks. Second Technical Session - Corporate Restructuring and Schemes - Recent Changes from a Professional

Perspective

CS A. Mohan Kumar, Member, SIRC of the ICSI welcomed and introduced

the speaker of the session Shri H. Karthik Seshadri, Partner, Iyer & Thomas,

Attorneys at Law, Chennai. Shri Karthik highlighted the recent changes in

Corporate Restructuring and schemes, need and scope of Corporate

Restructuring. Then he explained planning, formulation and execution of

various restructuring strategies and important aspects to be considered while

planning or implementing Corporate Restructuring strategies. The seminar

was concluded with formal vote of thanks by CS Nagendra D Rao, Chairman of SIRC.

stOn 31 January 2015, the ICSI – SIRC organized a Meeting on “Secretarial

Audit” with CS Atul H Mehta, President, and CS Sutanu Sinha, Chief Executive

& Officiating Secretary, The ICSI. Shri Ashok Kumar Dixit, Director, Discipline &

Law and Ms. Deepa Khatri, Assistant Director - Professional Development, The

ICSI were also present.

CS Nagendra D Rao, Chairman, SIRC of the ICSI welcomed the President and

Chief Executive & Officiating Secretary and all present.

President CS Atul Mehta gave overview of Secretarial Audit and highlighted

the importance of Secretarial Audit. Ms. Deepa Khatri, Assistant Director -

Professional Development, The ICSI, run the powerpoint presentation on

Secretarial Audit and then CS Atul Mehta, President requested members

raise their queries and view/suggestions one by one. The queries raised the

members were well clarified by CS Atul H Mehta, President, and CS Sutanu

Sinha, Chief Executive & Officiating Secretary, The ICSI and also the

valuable views/suggestions were taken note for consideration.

CS S. Dhanapal, Treasurer, SIRC of the ICSI proposed the vote of thanks.

SIRC Activity Report


SIRC Activity Report

CAREER AWARENESS PROGRAMME - 19 & 20 January 2015

Report on Investor Awareness Programme – 28.01.2015

stValedictory Session of the 21 Management Skills Orientation Programme – 2015

During January 2015, SIRC of the ICSI organized career awareness programmes for the following schools. Mr.

Sreekumar TS, Jr. Assistant and Mr. Murugan, Sr. Assistant were addressed the students. Also pamphlets

and teachers' kits were distributed to the students and faculty members respectively.

1. AJS Nidhi Higher Secondary School, Alandur, Chennai

2. SCS Higher Secondary School,Nehru Nagar, Chrompet

3. Vivekananda Vidyalaya Higher Secondary, Chrompet, Chennai

4. Neelaram Matric Higher Secondary School, Radha Nagar, Chrompet, Chennai

5. National Higher Secondary School, Chrompet, Chennai

6. Padma Seshadri Bala Bhavan Senior School, Thirumalai Palli Road, T Nagar

7. Holy Angels Anglo Indian Higher Secondary School. Tyagaraja Road, T Nagar

8. Sri Ramakrishna Mission Sarada Vidyalaya Higher Secondary School, Bukrit Road, T Nagar

9. Anjuman Matriculation Higher Secondary School, BN Reddy Road, T Nagar

10.Kesari Higher Secondary School, GRT Grand Hotel opp,Thyagaraja Road, T Nagar

11. Sir Thyegaraya College, Old Washermenpet, Chennai

thOn 28 January 2015, SIRC of the ICSI conducted an Investor

Awareness Programme at Sir Thyegaraya College, Old

Washermenpet, Chennai.

Shr. A R Vasudevan, Regional Director, CDSL, Chennai was the

speaker for the programme. He explained the various steps to be

taken by the investors before investing in a Company also explained

few methods/techniques for investing. The programme has been well

participated by 120 members including students, teachers and

ministerial staffs. During the interactive session Mr.Vasuden clarified

the queries raised by the students and teachers.

Dr.G Ravichandra Babu, Principal inaugurated the programme.

CA V. Murali, Chartered Accountant, Director, Neyveli Lignite Corporation, & President Elect of Hindustan st

Chamber of Commerce, Chennai was the Chief Guest for the Valedictory Session of the 21 Batch of MSOP of

ICSI – SIRC. Mrs. Sarah Arokiaswamy, Regional Director, ICSI – SIRO welcomed the Chief Guest and

highlighted the importance of MSOP to the chief guest. CS A. Mohan Kumar, Member of SIRC of the ICSI

introduced the Chief Guest to the participants. Mr. Mohan Kumar in address speech covered 10 positive quotes

in life to be successful.


SIRC Activity Report Chief Guest CA V Murali in his valedictory address gave tips to be a

successful professional in era of globalization. He stressed the need for

updation of knowledge to be a successful professional. He then

congratulated the MSOP participants for selecting the right profession and

successfully completing the same.

The participation certificates were distributed by the Chief Guest.

Ms. Sarah Arokiaswamy, Regional Director, ICSI – SIRO congratulated the participants and invited them to

attend the professional development programmes of the Institute and thereby earn the required credit hours

apart from being updated. She also stressed the need to become Members of CSBF and express their

solidarity to the members in times of distress. CS A. Mohan Kumar, Member of SIRC of the ICSI proposed a

formal vote of thanks to CA V Murali for sparing his valuable time to deliver the valedictory address.

Study Circle Meeting on “Role of PCS – Internal Audit”

The ICSI – SIRC organized a Study Circle Meeting on the topic “Role of thPCS – Internal Audit” on Saturday, the 07 February, 2015 at 5.45 pm at

ICSI-SIRC House, Chennai. CA R. Sundararajan, Managing Partner,

Sundararajan Associates, Chartered Accountants, Chennai was the

speaker. CS A. Mohan Kumar, Member of SIRC of the ICSI welcomed the

speaker and all present and introduced the speaker.

CA Sundararajan highlighted the scope of Internal Audit under the

Companies Act, 2013 available for PCS and benefits and beneficiaries of Internal Audit. Then he listed out the

companies covered under Internal Audit, Basic Elements a good Internal Audit Report, Types of Internal Audit,

Process of Internal Audit and key requirements of an Internal Auditor. CA Sundararajan also highlighted the

Role of an Internal Audit and Duties. CS A. Mohan Kumar, proposed a formal vote of thanks.

SIRC of the ICSI organized a Half Day Seminar on Practical Aspects on

Loans and Investment and Ordinary Course of Business in Related Party

thTransactions on 14 February 2015 at ICSI – SIRC House, Chennai. CS

Lakshmi Subramanian, CS Swetha Subramanian, and CS A.M.

Sridharan, Practicing Company Secretaries, Chennai were the speakers.

CS A. Mohan Kumar, Member, ICSI – SIRC welcomed the speakers and

all present. CS Ramasubramaiam C, Central Council Member, The ICSI introduced the speakers CS Lakshmi

Subramanian and CS Swetha Subramanian.

Half Day Seminar on Practical Aspects on Loans and Investment and Ordinary Course of Business in

Related Party Transactions


SIRC Activity Report Speakers of first session CS Lakshmi Subramanian and CS Swetha

Subramanian made Comparison between S. 295 of 1956 Act and S. 185 of

2013 Act and highlighted the Salient features of sec. 186 and then listed out

the debatable issues of sec. 185 and Penal provisions. CS A. Mohan Kumar,

Member, ICSI – SIRC introduced the second session speaker CS A.M.

Sridharan. CS Sridharan in his presentation elaborated the Ordinary Course

of Business in Related Party Transactions with live examples of case studies.

The seminar ended with formal vote of thanks by CS A. Mohan Kumar, Member, ICSI – SIRC.

The ICSI – SIRC organized a One Day Seminar on “Secretarial Audit” on stSaturday, the 21 February 2015 at ICSI – SIRC House, Chennai. CS

Nagendra D Rao, Chairman, ICSI – SIRC welcomed the speakers and the

delegates. CS Vinayak S Kanvalkar, Past President, The ICSI spoke on

importance of Secretarial Audit, CS Ramasubramaniam C, Council Member

of ICSI highlighted the development of Institute.

Mrs. Sarah Arokiaswamy, Regional Director, ICSI – SIRC introduced the first

technical session speaker CS Alka Kapoor, Joint Secretary, The ICSI. CS Alka

Kapoor in her address started with Secretarial Audit applicability and highlighted

the penalty for non-compliance and role of Company Secretary. She also went

through the Secretarial Audit report format and list out the issues and other

applicable laws on various industries. CS A. Mohan Kumar, Member, ICSI – SIRC

proposed the vote of thanks.

Second technical session on Secretarial Audit – Companies, 2013 by addressed

by CS C.V. Madhusudhanan, Partner, KSR & Co., Company Secretaries LLP,

Coimbatore. CS A. Mohan Kumar, Member, ICSI – SIRC welcomed and

introduced the speaker to delegates. CS Madhusudhanan covered the practical

aspects of Secretarial Audit , the objective, scope, treatment, liability. He also dealt

on Secretarial Audit Report on opinion of specific subjective and judgmental

aspects. CS A. Mohan Kumar, Member, ICSI – SIRC proposed the vote of thanks.

CS Savithri Parekh, Chief Legal & Secretarial, Pidilite Industries Ltd., Mumbai

handled the third technical session on Secretarial Audit – SEBI. CS Nagendra D

Rao, Chairman, ICSI – SIRC welcomed and introduced the speaker to the

delegates. CS Savithri started her address with responsibility and power comes

greater responsibility. She advised to be an expert on structural level and not on

individual level, and be aware of the application of laws to industries sector,the

responsibility of Board and the awareness level of Board. She observed the that

MR 3 is only a format . CS Nagendra D Rao, Chairman, ICSI – SIRC proposed the vote of thanks.

CS Vinayak S Khanvalkar, [Past President, The ICSI], Partner, Kanj &

Associates, Company Secretaries, Pune speaker for the last and fourth technical

session on Secretarial Audit – Other Applicable Laws – Labour Laws,

environmental Laws etc. CS A. Mohan Kumar, Member, ICSI – SIRC welcomed

and introduced the speaker.

One Day Seminar on Secretarial Audit


SIRC Activity Report CS Vinayak Kanvalkar in his address elaborately covered and discussed the various acts applicable under

labour laws and environmental laws and compliance requirement for manufacturing unit. The one day seminar

ended with formal vote of thanks by CS Nagendra D Rao, Chairman, ICSI – SIRC.

The ICSI – SIRC in association with Madras Management Association organized a Video Discussion rdProgramme on Drop by Drop on Monday, the 23 February, 2015 at ICSI – SIRC House, Chennai. Capt

Manian, Corporate Trainer was the speaker. CS A. Mohan Kumar, Member, ICSI – SIRC welcomed and

introduced the speaker to member.

Capt Manian in address told how tiny prejudices that affect morale of

employees at workplace drop by drop, the indirect negative remarks of

colleagues distract an individual's concentration and affects his / her

productivity, misleading remark can be detrimental to one's performance and

he also said solution is to be considerate and empathetic with others in work,

respect every generation of employees and all cultures and learn about other

cultures, customs and perspectives of other people. The programme ended

with formal vote of thanks by CS A. Mohan Kumar, Member, ICSI – SIRC.

thOn 26 February, 2015, the SIRC of the ICSI conducted Professional

Development Prgoramme on “How to face Interview”.

Mrs.Sarah Arokiaswamy, Regional Director, ICSI-SIRO welcomed the

Speakers and gathering. CS A. Mohan Kumar, Chairman, Placement &

Trainee Committee, ICSI-SIRC introduced the Speakers to the participants and

also proposed a vote of thanks.

CS Sujatha P, Senior Vice President & Company Secretary, Cholamandalam

Investment & Finance Company Ltd, Chennai and Mr. Ramasubramanian V, Deputy General Manager, HR,

Rane Engine Valves Ltd, Chennai, were the Speakers. Around 110 students and members attended the

programme.

thThe ICSI – SIRC organized a Campus Placement on 28 February, 2015 at ICSI – SIRC House, Chennai for

members and students. Around 70 members and 45 students participated in the event. A total number of 25 Companies and 26 Practicing Company Secretaries participated in the campus placement programme for selecting the candidates as Members / Trainees for them.

The Campus Placement was organized by the Placement Committee of the ICSI – SIRC comprising of CS A. Mohankumar, Member, ICSI – SIRC as its Chairman, CS S.Sandeep, Practising Company Secretary and CS Dinakar Babu, Company Secretary, Igrashi Motors Ltd., as its Members. CS A. Mohankumar addressed the members and students. He briefed about modalities of the campus placement. CS C. Ramasubramaniam, Council Member, the ICSI also spoke on the occasion. CS S.Sandeep, CS N.Palaniappan, Company Secretary & Sr. Manager – Finance, Blue Dart Aviation Limited, Chennai and CS R.Balasubramaniam, Practising Company Secretary also assisted the programme.

Video Discussion Programme on Drop by Drop

Professional Develeopment Programme on 26.02.2015

thThe Campus Placement Programme 2015 organized by the ICSI – SIRC on 28 February, 2015 at ICSI – SIRC

House, Chennai


Chapters’ Activity ReportBANGALORE CHAPTER

ICSI - BANGALORE CHAPTER CAMPUS PLACEMENT DRIVE 2014-15 HELD ON 9TH JANUARY 2015 AT NEW CHAPTER PREMISES, BANGALORE

Towards continuing the efforts for providing placement to the members as well as Apprenticeship training to the

students, The ICSI-Bangalore Chapter conducted Campus Placement Drive 2014-15 on 9th January, 2015 at

Bangalore Chapter Premises. The preparation started quite a month before the event. For the first time ever

brochures on Campus Placement Drive 2014-15 were printed and sent to around 750 Companies falling in the

bracket of 5 crore & more paid up share capital in Bangalore and also the email flyers were repeatedly

circulated to around 2500 listed companies and 1200 CS Members in Bangalore.

In comparison to the previous years' Campus Placement Programme there was a remarkable increase in both

the number of employers and shortlisted candidates with around 37 Companies & firms participating in the

event as Employers for providing training and employment for around 147 students and fresh members for a

total requirement of 34 trainees and 28 qualifieds.

Orientation programme on to “How to Face an Interview” was also conducted by the Chapter on 7th January,

2015 at the Chapter Premises were a large number of candidates got benefited.

Prolific Campus Placement Drive 2014-15 was successfully conducted with guidance of CS.C. Sharada,

Chairman of the Chapter & CS Srinivasan, Treasurer & Chairman, Placement Committee Bangalore Chapter

with ample support of Student Volunteers, Chapter officials and Event Coordinator Ms. Noor Sumayya AEO,

Bangalore Chapter.

Details are as under:Number of students & Members participated – 147Number of Companies & firms participated: - 36

REPORT ON SOUTHERN INDIA REGIONAL CONFERENCE OF STUDENTS ON THE THEME: POWER LEARNING AND ROMANCING SUCCESS

thThe ICSI Bangalore Chapter hosted the Southern India Regional Conference of Students on 10 January 2015 at the Chapter Premises, Bangalore on the THEME: : POWER LEARNING AND ROMANCING SUCCESS

Inaugural Session:

CS S.C Sharada, Chairman Bangalore Chapter of the ICSI delivered the welcome address and introduced the Chief Guest CS Gopalakrishna Hegde, Council Member, The ICSI. Ms Sarah Arokiasamy, Regional Director, SIRC of ICSI was also present. The dignitaries inaugurated the programme by lighting of lamp.

CS Gopalakrishna Hegde in his Inaugural address to the participants emphasized on the theme of the conference and stated that it's the beginning of new day, new thoughts, new actions and new learnings. Highlighting the developments taking place in the New Companies Act stated the challenges and opportunities created in the act. He advised participants to convert every challenge into an opportunity which gives way to enhanced recognition to CS. He stressed that there is no limitation to the human being to achieve whatever they desire, provided they channelize the process appropriately.

He then advised the participants to indulge oneself in intellectual romancing and keep negative feelings away, hear good things put efforts in achieving their desires and ultimately to believe in onself.

Further Ms. Sarah Arokiasamy, Regional Director, SIRC of ICSI thanked the ICSI Bangalore Chapter for taking up the proposal to host the conference and addressed the gathering. CS Haribabu Thota, Secretary, Bangalore Chapter of ICSI proposed the vote of thanks


Chapters’ Activity ReportFirst Technical Session on “Power Learning” CS G.M.Ganapathi Past Chairman, Bangalore Chapter of ICSI welcomed the speaker Dr. A.G.Kulkarni, Learning Developer Bangalore. Dr. A.G.Kulkarni gave an overview on Power Learning and indulged the participants in many such activities to taste Power learning. He helped participant's understand how to train ones mind to get adapted to the techniques of power learning through concentration which is the essence of power learning CS G.M.Ganapathi delivered the concluding remarks and proposed the vote of thanks. Second Technical Session on “Romancing Success” CS S.C Sharada welcomed the speaker Ms. N.Srividya, Learning Facilitator, Bangalore.Ms. Srividya in his presentation indulged participants in the activity of analyzing their dreams and identifying the resources required/available to achieve those dreams. She then emphasized on the quantum of resource available and lacking and through the activity she made participants understand the importance of having all the resources in equal quantum to have smooth run on the wheel of success.

CS S.C Sharada delivered the concluding remarks and proposed the vote of thanks

Third Technical Session on “ Expectations: From Students, of Students”

CS H.M.Dattatri, Vice Chairman, Bangalore Chapter of ICSI welcomed and introduced the speaker for third technical CS R.V.Tyagarajan, Practicing Company Secretary; CS S.Vivekananda, Advocate; CS Vijay Kumar Sajjan .Practicing Company Secretary.

Firstly the Expectations of the students with regard to training programmes, oral coaching, library, examination and many such other requirement of curriculum were addressed by the speakers in details. Further what is expected from student was also dealt in detail. They were advised to be dedicated towards the course and were motivated to be active throughout the curriculum to reap maximum benefitsThe programme was very well attended by 140 students.

CS H.M Dattatri delivered the concluding remarks and proposed the vote of thanks

thJOINT PROGRAMME WITH ICAI, ICSI & ICMA ON 10 JANUARY 2015 AT WOODLANDS ON “CONCEPT OF CORPORATE MANAGEMENT – ANCIENT INDIAN THOUGHTS”

The Bangalore Chapter of ICSI in association with Institute of Chartered Accountants and Institute of Cost

Accountants organized a Joint Seminar on “ Concept of Corporate Management – Ancient Indian Thoughts” th

on 10 January 2015 at Hotel Woodlands, Bangalore.

CS S.C.Sharada, welcomed the gathering and invited the dignitaries on the dias. The Programme was

Inaugurated by past presidents of all the three professional bodies:-

1) CS D.K.Prahlada Rao, Past President, The ICSI2) CA B.P.Rao, Past President, The ICAI3) CM A G.N.Venkataraman, Past President, The ICAI

The programme was inaugruated by lighting the lamp which was followed with invocation.

Speaking on the occasion CA B.P.Rao, Past President, The ICAI, said that it was the first time in 30 years that

the three professional bodies has come together for organizing the joint program, and congratulated the

chairman's of all the three professional bodies for conducting such a programme.


Chapters’ Activity Report

Speaking on the occasion CMA G.N.Venkataraman, Past President, The ICAI congratulated the Chairman's of all the three professional bodies for organizing such a programme, and said that he was overwhelmed with the presence of other two past presidents CA B.P Rao and CS D.K.Prahlada Rao. CMA G.N.Venkataraman said that the three professional bodies should come together and organize such good programmes for the benefit of Members and Students in future.

Speaking on the occasion CS D.K.Prahlada Rao, Past President, The ICSI first congratulated the organizers for coming together in one single platform and organinzg such a wonderful programme. CS D.K.Prahlada Rao informed that he liked the theme of the programme “ Concept of Corporate Management – Ancient Indian Thoughts” and said that this year has brought a new beginning where all the three professional bodies came together, which was awaited from the past 30 years. CS D.K.Prahlada Rao said that from now onwards such kind of programmes should be organized very often for professional growth and development of all the three institutions.

The programme was then followed with felicitation ceremony to CS Gopalakrishna Hegde, Central Council Member, The ICSI & CS G.M.Ganapathi, Regional Council Member, SIRC of ICSI by all the three professional Institutions.

st1 Technical Session :-

The first technical session during the programme was addressed by CMA B.R.Prabhakara, Past Chairman and Regional Council Member, ICAI on “Cost Management & Taxation”. The Speaker started his session by explaining that India, is one of the most ancient civilizations of the world, and has excellence in many aspects such as Mathematics, civil engineering, state administration, chemistry, fine arts, music, drama etc…and deliberated that ancient India has a number of entities for business like “gana, pani, puga, vrata, sangha, nigama & sreni and explained them in detail. While explaining 'Sreni' he mentioned that this group was a complex organizational entity that shares many similarities with modern corporate world except the concept of limited liability.

The Speaker while explaining cost management & taxation he quoted several examples comparing quotes and terminologies from Mahabharata to the modern corporate culture.

The Speaker concluded his session saying our ancestors were great administrators and thinkers, and their approach was no way inferior to the current thinking. The Speaker said that we should welcome new & improved ideas without discounting India's contribution.

nd2 technical Session:-

During the Second technical session CA Gururaj Acharya, Partner K.G.Acharya & Co presented on topic “ Reporting Requirements and Investor Protection, while addressing the gathering CA Acharya thanked the chairman's of all the three professional bodies for inviting him as a speaker for the programme.

The Speaker started his session by recollecting what CA B.P.Rao, Past President, ICAI once mentioned as “ When you are in doubt on something – Just don't do it” recollecting the same quote CA Acharya said that we have to follow it as a thumb rule for going ahead in life. The Speaker while explaining reporting requirements in comparison to Mahabharatha, said that the none of the great people in Mahabharatha prevented duryodhana and dushyasana from doing the wrong things, except Vidura. The Speaker said that because of these irregularities in the reporting system companies like Satyam ended with such kind of fortune.

His session was concluded with vote of thanks and presentation of Memento.



rd3 Technical Session:-

The third Technical session during the programme was taken by CS Gopalakrishna Hegde, Central Council Member, ICSI on topic “ Ethics & Governance”.

Addressing the gathering CS Gopalakrishna Hegde, first congratulated all the three professional bodies for coming together in organizing the programme on “Concept of Corporate Management”.

CS Gopalakrishna Hegde, presented on “Ancient Indian Approach to management” He explained Business is called yagna in RIG Veda, while performing yagna the owner ( yajaman ) makes offerings to Agni, to please his chosen deity who inturn will give what the yajaman desires exclaiming “Thathastu”. In the current scenario Swaha is what yajaman or the owner invests i.e the Goods, Services and ideas & thathastu is return on Investment i.e revenue, salary and services. He then explained the gathering on ethics in different departments like finance, human resources, production and marketing.

The Speaker then informed the gathering that Bhagawadgita specifies twenty values in Chapter XIII (8 to 12) which are relevant for any manager in the modern day such as:-

1) Amanitvam which describes humility;2) Adambhitvam which describes pridelessness;3) Ahimsa which describes non-violence;4) Kshanti which describes tolerance;5) Arjavam which describes simplicity;6) Shaucham which describes cleanliness etc…

The Speaker also explained the gathering the benefits of ethics and governance saying that ethical companies have been shown to be more profitable & making ethical choices results in lower stress for corporate managers and other employees.

CS Gopalakrishna Hegde, explained that Corporate governance is everywhere, and informed that our universe is governed by 5 elements of nature:-

Land – which makes us understand that one has to be grounded in his approach, Water – to be flexible, Air – Invisible presence, Fire – to destroy evil, Sky – endless possibilities

The Speaker said all professionals need to demonstrate transparency, courage and always tell the truth and be honest “ Satyam Vada” and governance is a mechanism for monitoring the actions, policies and decisions of organizations, the governance professional indulges in ethical decision making while conducting professional work “Dharmam Chara” doing the right.

The third technical session ended with presentation of memento to the speaker.

thREPORT ON HALF DAY WORKSHOP ON PRE-CERTIFICATION OF E-FORMS HELD ON 13 JANUARY 2015 AT CHAPTER”S PREMISES.

thThe ICSI Bangalore Chapter organized a Half Day workshop on “pre certification of e forms on 13 January 2015, at the chapter's premises.

The Programme was presided by Chief Guest Mr. M.R.Bhat, Registrar of Companies, Karnataka.

CS S.C.Sharada, Chairman, Bangalore Chapter of SIRC of ICSI welcomed the gathering and invited the dignitaries CS Gopalakrishna Hegde, Central Council Member, The ICSI, Chief Guest Mr. M.R.Bhat, ROC, Karnataka on dias.

The programme was inaugurated by Mr. M.R.Bhat, by lighting the lamp.



CS S.C.Sharada, Chairman, Bangalore Chapter of SIRC of ICSI welcomed the gathering and invited the

dignitaries CS Gopalakrishna Hegde, Central Council Member, The ICSI, Chief Guest Mr. M.R.Bhat, ROC,

Karnataka on dias.

The programme was inaugurated by Mr. M.R.Bhat, by lighting the lamp.

Speaking on the occasion Mr. M.R.Bhat, ROC, Karnataka congratulated the Chairman, Bangalore Chapter

for inviting him and conducting such kind of a program. Mr. Bhat assured that he is here to answer all the

queries of the participants on pre-certification. Mr. Bhat said that visiting to such platforms will enable him to

address various clarifications/queries posed by company secretaries.

st1 Technical Session:-The First Session during the programme was taken by CS V.Sreedharan, Past Central Council Member and

Member Peer Review Board, The ICSI on topic “ Pre Cerification of e forms” he started with the back ground

explaining that MCA-21 E Governance Project kicked off in 2006, and Payment method gradually migrated

from manual to electronic mode, after which Filings in November, 2014 was 54% higher than November,

2013 and due to which in 4 days of November, 2014 , it crossed 1 Lakh filings per day.

While explaining the benefits of e filing the Speaker informed that e filing results in

• Ease of business, Faster provision of services, Paperless filing, Electronic payment facility,Payment

later( Pay Later Scheme), Secure electronic repository for storage for Government • The Speaker informed that the benefits of pre certification will lead to better corporate compliance,

reduced work load on regulator, Independent check by professionals on documents enhances

credibility, and Regulator's attention can be focussed on other important areas relating to corporate

compliances and investors.

While explaining the pre requisites of e filing he said that one should have• Sound understanding of Company Law• Robust computer systems• Internet enabled environment • Adequate software support• Efficient data back up facility • Trained and competent staff• Verification procedure before uploading

Explaining the Authentication of Documents: The Speaker informed that the authorised signatory and the

professional if any, who certify the E-form shall be responsible for the correctness of the contents of e-

form and correctness of the enclosures attached with the E- form. The Speaker stressed upon that it shall

be sole responsibility of the person who is signing the form and professional who is certifying the form to

ensure that all the required attachments relevant to the form have been attached completely and legibly

as per provisions of the Act, and rules made there under to the forms or application or returns filed Rule

8(9)- Where any instance of filing document, application or return etc. containing a false or misleading

information or omission of material fact, requiring action under section 448 or section 449 is observed,

the person shall be liable under section 448 and 449 of the Act. Rule 8(10)- Without prejudice to any

other liability, in case of certification of any form, document, application or return under the Act containing

wrong or false or misleading information or omission of material fact or attachments by the person, the

Digital Signature Certificate shall be de-activated by the Central Government till a final decision is taken

in this regard.



Consequences of wrong Pre-certification:-The Speaker while explaining the Consequences of wrong Pre-Certification that it come under Sections

447-Punishment for fraud if• Any person who is found to be guilty of fraud• shall be punishable with imprisonment for a term which shall not be less than six months but which may

extend to ten years and shall also be liable to fine which shall not be less than the amount involved in the

fraud, but which may extend to three times the amount involved in the fraud: Provided that where the

fraud in question involves public interest, the term of imprisonment shall not be less than 3 years.Section 449-Punishment for false evidence

• If any person intentionally gives false evidence upon any examination on oath or solemn affirmation,

authorised under this Act; or in any affidavit, deposition or solemn affirmation, in or about the winding up

of any company under this Act, or otherwise in or about any matter arising under this Act, he shall be

punishable with imprisonment for a term which shall not be less than three years but which may extend to

seven years and with fine which may extend to ten lakh rupees.The first technical session concluded with vote of thanks and memento to the speaker.

nd2 Technical Session:-

ndThe 2 technical session during the programme was taken by CS Sumana Rao, Practicing Company Secretary,

who took session on CERTIFICATION OF E-FORMS, E-FORMS REQUIRING CERTIFCATION BY

PRACTICING PROFESSIONAL WITH RESPECT TO SHARE CAPITAL. While explaining Section 64(1) of the

Companies Act, 2013 read with rule 15 of Companies (Share Capital & Debenture) Rules 2014. She informed

that one should Ensure the form is filed within 30 days from the date of event.

She informed that the Information that needs to be collected is

Purpose of the form:- Whether the increase in capital is due to decision taken by the company, is by way of

Government order, is by way of redemption of preference shares, is increase in number of members OR

consolidation/division etc. And the Documents to be checked /attached are as below:-1) Memorandum of Association 2) Board resolution3) General meeting resolution4) Central Government order/notice

She informed that before proceeding review has to be done on:- board resolutions and general meeting

resolutions for authenticity, whether copies are attached of altered MOA, Central Government order/notice,

relevant resolutions increasing the authorized capital/redeeming preference shares/consolidation/divisions

etc., notice and statement of material facts together with certified copy of general meeting resolution.The speaker also explained the gathering on PAS3 return of allotment, Types of Securities, nature of allotment

of shares, and the information that needs to be collected, documents to be checked.

The Speaker also explained MGT-14-FILNG OF RESOLUTIONS AND AGREEMENTS TO REGISTRAR OF

COMPANIES explaining that in Pursuant to section 117(1) and 179(3)(c) of the Companies Act, 2013 MGT-14The Board resolution MGT 14 needs To be filed in case of issue of securities u/s 179(3)(c)

General Meeting resolution (Special) for approval of shareholders by way of special resolution in a general

meeting with respect to issue of securities under private placement /preferential allotment, issue of preference

shares, issue of shares to employees under stock option scheme (ESOP) and Ensure all the resolutions are

passed in a duly convened board/general meeting,



In case of listed company check if the resolution is passed by postal ballot and choose the button accordingly,

Check if notice period of 21 days is given for the meeting. In case of shorter notice, ensure approval for short

notice is attached along with the notice/explanatory statement and the resolutions.

The other technical sessions were taken by CS M.Bhavani, Practicing Company Secretary and CS T.R Jairam,

practicing Company Secretary, who explained that Pre certification essentially implies certification of the

veracity and correctness of any event or document. Company Secretary being the ideal professional to ensure

compliance of the Companies Act enjoys a very unique and special standing in the fraternity of professionals

recognized to certify various forms under the Companies Act, 1956 and now 2013 Act. This casts an additional

responsibility on the profession of company secretaries. The ICSI has also come out with an excellent reference

on precertification of e- forms. This presentation is a humble attempt to share my thoughts and experience in the

field of charge management . While the core compliance details are self explanatory in the Act and the forms

prescribed, yet there are certain practical aspects which if implemented and taken care, will go a long way in

ensuring compliance in both letter and spirit.

The seminar was concluded with vote of thanks and Presentation of Memento to the Speakers and the chief

Guest.

Report on “Speech Craft”, The Capacity Building Programme in “Communication & Leadership”

organized by The Bangalore Chapter of the ICSI in association with The IIMB Orators Club, Bangalore. First-ever “Speech Craft”, The Capacity Building Programme (CBP) in Communication and Leadership

commenced on 17th January, 2015 in association with IIMB Orators Club in order to provide a structured

training in public speaking and leadership, which concluded on Saturday, 7th February, 2015.

The following educational session were conducted by the profound speakers from IIMB Orators Club Bangalore

throughout the four weeks of “Speech Craft workshop”.

Date Particulars Speakers

17th Jan

2015

Educational session on selecting the speech

topic

TM Prabhakara

24th Jan

2015

Educational session on how to deliver the

Introduction of speaker /Playing Master of

Ceremonies (MC) role

TM Vivek Tonapi

Educational session on organizing the

speech

TM Arjun Raj URS

31th Jan

2015

Educational session on how to use gestures

and body language

TM Tony Francis

Educational session on how to evaluate a

speech

TM Arnold

7th Feb 2015 Educational session on word usage and how

to say it

TM Roshan Sathya

Sai



Week after week it was a continues learning workshop for the participant in nurturing their public speaking

skills which gave implicit on the role one plays in public speaking As a Master of Ceremony (MC), as a

speaker, as an Organiser , as an evaluator which made every participant an improved speaker.

thThe Speech Craft program concluded on 7 February 2015 with a Toastmasters meeting conducted

entirely by participants were the participants played the following roles.

1. Sergeant At Arm2. President3. Master of Ceremonies (MC)4. General Evaluator5. Prepared Speakers6. Table topic Master7. General Evaluator8. 'Ah'Counter Role9. Gramarian Role10. Time keeper11. Speech Evaluator

The meeting was followed by valedictory address by Toastmaster Madhavraju Munuswamy, President, IIMB

Orators Club, Bangalore Mr, Prabhakara, Toastmaster, CS Gopalakrishna Hegde, Council member, The ICSI

and Mr. H.M Dattatri, Chairman, Bangalore Chapter of the ICSI.

The dignitaries shared their views on the programmes and was overwhelmed to witness a sea change in

Participants within the short span of 4 weeks. The coaching & mentor-ship from the speakers had boosted the

learning and confidence of participants enabling them to take up speeches and perform all the roles very well

in Toastmasters meeting. Certificates were awarded to all Participants from Toastmasters International.

TM Madhavraj, President, IIMB Orators Club thanked Ms. S.C Sharada, immediate past Chairman for playing

a pivotal role from start to the end and for being the inspiration to ICSI members & IIMB Orators. He also

thanked IIMB Orators Club Officers and members, for their valuable support and contributions. He also

extended special Thanks to participants for their enthusiastic participation which was the key to the program

success and wished all the participants the very best in their journey of communication, leadership and

development.

_____________________________________



CALICUT CHAPTER

COIMBATORE CHAPTER

thPDP on Company Act 2013 – 11 January 2015

thSwachh Bharat – 12 January 2015

thOral Coaching - 14 January 2015

thRepublic Day – 26 January 2015

Joint Programme on “Limited Liability Partnership – An Overview” - O/o ROC, Tamilnadu, Coimbatore,

ICSI Coimbatore Chapter, ICMA Coimbatore Chapter Coimbatore Chapter of SIRC of ICSI on 29.12.2014

C thalicut Chapter of SIRC of ICSI had conducted a half day PDP on the topic Company Act 2013 on 11 January

2015. The speaker for this programme was Shri. CS Ahalada Rao V. The Calicut Chapter Chairman Shri. CS

Ashique A M introduced the speaker in his welcome speech. Shri. CS Ahalada Rao V spoke on the new

Company Act 2013 & its compliances. Nearly 35 number of delegates including members & students have

attended this programme.

Calicut Chapter of SIRC of ICSI had celebrated the Birth Anniversary of Swami Vivekananda, by cleaning drive

at the surroundings of the Calicut Chapter Office & its Roadside pathways on 12th January, 2015 from 3.00 PM

to 5.00 PM towards Mission for Swachh Bharat

Calicut Chapter, Chairman Shri. CS Ashique A M, led this Mission along with the Secretary, Smt. CS Sheeba K

Nair & Member Shri. CS Abdul Sameer P M. Calicut CS Students in large numbers have participated & had

made this mission "Swachh Bharat" a very successful & memorable one. Around 20 delegates had participated

in this programme. The General Public had also joined this massive cleaning drive & supported to make the

place very clean & tidy.

thMorning batch Oral Coaching for Executive Programme was started on 14 January 2015 at Calicut Chapter

premises from Monday to Friday for 15 students. These students will be given oral coaching for Executive

programme Module -1 papers by CS faculties.

thPost Oral Coaching Class on 26 January 2015 at 10am Nation Anthem was sung collectively by the students &

the faculty Smt. CS Himani Agarwal as a respect to our National Flag. 12 nos. of people were present on the

Republic Day.

On 29.12.2014, a Joint Programme “Limited Liability Partnership – An Overview”, organising by O/o ROC, thTamilnadu, Coimbatore, ICAI [CMA]- Coimbatore Chapter & ICSI-Coimbatore Chapter on 29 December,

2014, Monday at 6.00 P.M. at ICAI, CMA Bhawan at Coimbatore”.


Sri N.Ramanathan, Registrar of Companies, Tamilnadu, Coimbatore, Ministry of Corporate Affairs was the

Chief Guest.

Sri V. E. Jose Kutty, Deputy Registrar of Companies, Tamilnadu, Coimbatore, Ministry of Corporate Affairs

also address the gatherings.

Dr.K.S.Ravichandran, M.Com ,LLP, FCS, Ph.D, Partner, KSR & Co Company Secretaries LLP was the

Speaker.

The session was very informative and appreciated by the gathering at large. The queries raised by the

participants were well addressed by the Speaker. The programme was well attended by 34 CS members.

Udai Divas on 01.01.2015

To commemorate the 'Udai Divas', the Coimbatore Chapter of SIRC of ICSI organized the followings stprogrammes on 1 January, 2015.

1. Special Programme on Self-Motivation [Address by Mr. Leo Arun Kumar, Training Lead [HR], PRICOL

Group].2. Group Discussion on the topic “Are Leaders borne or made”.

CS R Dhanasekeran, Chairman, Coimbatore Chapter of SIRC of ICSI welcomes the gatherings and

speaker.

The programme was very useful for the students and around 35 students attended the programme and got

benefitted. Students were motivated and very much impressed on this programme and thanked the speaker and the

institute.

Foundation Stone Laying Ceremony for the building of Coimbatore Chapter of SIRC of ICSI

The Foundation stone of “ICSI Building- Coimbatore” was laid at the hands of CS R. Sridharan, President, thThe ICSI, on Wednesday, the 7 January, 2015 at 4.30 P.M at S.F No. 542/1, KALAPATTI VILLAGE, CIVIL

AERODROME POST, COIMBATORE.

CS Vikas Y Khare, Vice – President, The ICSI, CS Sudhir Babu C., Council Member, The ICSI & Chairman,

Infrastructure Committee of Coimbatore Chapter of ICSI, CS Sutanu Sinha, Chief Executive and Officiating

Secretary, The ICSI, CS Baiju Ramachandran, Chairman, SIRC of ICSI and CS R Dhanasekran Chairman

of Coimbatore Chapter of SIRC of ICSI, were also present on the occasion.

REPORT ON SWACHH BHARATH MISSION

th As directed by ICSI-HQ, with vide email dated 5 January, 2015 of Chief Executive & Officiating Secretary of

ICSI on the subject Swachh Bharath Mission on occasion of Birth Anniversary of Swami Vivekananda. In

this connection, Coimbatore Chapter of ICSI has actively participated in the endeavour of Swachh Bharath

Mission and has undertaken the responsibility of Cleanliness Drive with the following programmes on 12th

January, 2015 from 3.00 PM to 5.30 PM at Coimbatore.




1. Special Talk for ICSI students on “Visions of Swami Vivekananda” & “Importance of Swachh Bharath

Mission to realize Gandhiji's dream”. 2. Cleaning drive jointly with Suburban Matriculation School, Coimbatore at school premises and Chapter

premises.3. Plantation of Saplings at School Premises4. Special Talk for school students on “Importance of Swachh Bharath Mission” and “Pledge Taking

Ceremony”.

1. Special Talk for ICSI students on “Visions of Swami Vivekananda” & “Importance of Swachh Bharath Mission to realize Gandhiji's dream”.

ndOn occasion of 152 Birth Anniversary of Swami Vivekanda and Swachh Bhrath Mission. CS R

Dhanasekeran, Chairman, Coimbatore Chapter welcomed the gatherings and gave an appeal to students to

be a part of cleanliness drive for supporting Swachh Bharath Mission, a massive movement that seeks to

create a clean India. He remarked the speech of Hon'ble Prime Minister,“ Cleanliness was very close to thMahatma Gandhi's heart and a clean India is the best tribute we can pay to Bapu when we celebrate his 150

birth anniversary in 2019”.

CS Ramasubramania Raja, Past Chairman, (newly elected Vice-Chairman, Coimbatore Chapter of ICSI),

explained the story of Swami Vivekananda and his vision and also motivated students with Vivekandas's

famous quotes.

2. Cleaning drive jointly with Suburban Matriculation School, Coimbatore at school premises and Chapter premise

As part of Swachh Bharath Mission, Coimbatore Chapter of ICSI organised a foot march from Chapter to

Suburban Matriculation School. A mega cleanliness drive initiated by CS members, students, ICSI staff

members, school students and authorities at school premises. All participants took part with great enthusiasm

in the cleanliness drive.

3. Plantation of Saplings at School Premises

After the cleanliness drive CS members, students, ICSI staff members, school students and school authorities planted six saplings at school premises and spread the message to save the environment by planting trees, making India green and thereby reducing the effects of global warming.

4. Special Talk for school students on “Importance of Swachh Bharath Mission” and “Pledge Taking Ceremony”

A special talk on importance of Swachh Bharath Mission was organised for school students and CS students

followed by Pledge Taking Ceremony administered by CS Ramasubramania Raja, Past Chairman,

Coimbatore Chapter of ICSI to make Swachh Bharath. While addressing the students, he said that Children

can play a very important role in achieving a Swachh Bharath. He said that students can become ambassadors

of cleanliness and motivate others to keep their homes, schools and surroundings clean.

The message about the Prime Minister “Swacch Bharat Abhiyan” and ICSI initiative were spread among CS

members, students, school students and school authorities attended the cleanliness drive.

th Inauguration of 47 Batch of Oral Coaching Classes on 12.01.2015

thOn 12.01.2015, Coimbatore Chapter organized an inaugural session of its 47 batch of Oral Coaching Classes

for June 2015 examination for Foundation and Executive programme students at Chapter Premise



CS R Dhanasekaran, Chairman, Coimbatore Chapter of SIRC of ICSI, welcomed the students. In his welcome

address, he explained various scope of CS profession both in employment and practice.

CS AR Ramasubramania Raja, Past Chairman, Coimbatore Chapter of SIRC of ICSI, while his address

highlighted on the recognition of CS as a Key Managerial Personnel along with the Chief Executive Officer,

Managing Director, Whole-time Director and Chief Financial Officer under section 203 of the Companies Act

2013, and other opportunities available for CS professionals under the new Companies Act.

Mr. Sreejith.P, Executive Officer, ICSI-Coimbatore Chapter informed the students about the oral coaching

guideline and important instructions. He further explained the students about the online facilities provided by the

institute and also informed about the new training structure introduced by the institute.

Around 35 students attended the programme. The regular classes started immediately after conclusion of the

inaugural session.

thOn 5 November 2014, The Chapter organized “How to Qualify CS – A Guidance Programme for Students –

Dec' 2014 Examination” followed by Inauguration of e-Library at Chapter Premises. CS Vasudeva Rao Devaki,

Chairman of Hyderabad Chapter welcomed all students present. CS P S Rao Spoke at length on How to Qualify

CS and has given lot of useful information on how to pass the examinations. CS Lalitha Swaroop, CS Sudhir

Kumar Pola and CS Rahul Jain also spoke on the occation and gave lot of useful tips to the students on how to

prepare from the examination point of view. Meritorious Students were also participated and shared their views

and experiences about writing the exams and getting good marks. CS Vasudeva Rao Devaki Chairman

inaugurated the E-Library and also proposed vote to thanks.

thOn 13 November, Chapter has organised “Meet the Regulator an Interactive Session with DIG, Registration &

Stamps” at Chapter Premises. CS Vasudeva Rao Devaki, Chairman of the Hyderabad Chapter welcomed the

participants and introduced Sri Srinivasulu Vemula, Deputy Inspector General- Registration & Stamps, Govt. of

Telangana, speaker for the day.

Shri Srinivasulu Vemula, Deputy Inspector General Registration & Stamps spoke on various aspects of

Registration and the Stamp duty. In the interactive session Sri Srinivasulu Vemula cleared the doubts of the

members present. CS Vasudeva Rao Devaki proposed vote of thanks.

On 16th November 2014, Chapter has organised an Interactive Session of the members and students with The

President CS R Sridharan at Chapter Premises. CS Vasudeva Rao Devaki welcomed the President and

thanked him for the various initiatives which he has taken during his tenure for the development of the

profession. The members have put forth various questions about the profession and the President have

answered all their questions and cleared their apprehensions. The students have put forth few questions about

online facilities, etc. which were answered by the President. Chairman CS Vasudeva Rao Devaki proposed vote

of thanks.

HYDERABAD CHAPTER

How to Qualify CS – A Guidance Programme for Students – Dec' 2014 Examination followed by thInauguration of e-Library held on 5 November, 2014.

thMeet the Regulator an Interactive Session held on 13 November, 2014.

thInteractive Meeting with The President of ICSI held on 16 November, 2014.



th11th MSOP Inaugural session held on 17 November, 2014

stReport on Study Circle Meeting on ESOPs/ESOSs/EBS on November 21 , 2014

rdReport on the Valedictory session of the 11th MSOP held on 3 December, 2014

thOn 17th November, Chapter has organized 11 MSOP Inaugural session at Chapter Premises. CS Vasudeva

Rao Devaki, Chairman of the Chapter welcomed the participants. He congratulated the students for choosing

Hyderabad Chapter for undergoing MSOP. CS R Sridharan President of The ICSI, who was the Chief Guest

inaugurated the Session by lighting the Lamp.

The President congratulated the students for completing the CS Course and joining MSOP. Further he stressed

importance that the Company Secretaries who are KMPs should play a vital role in achieving the objectives of

the company. He also stressed about the importance of compliances that are to be made as a Company

Secretary and a great amount of responsibility that a CS will hold. Further the President emphasized that the

student should make full use of the knowledge they gain from this programme.

CS A. V. Rao, Treasurer – SIRC also graced the programme and addressed the students and advised the

students to benefit from the session as much as they can. He further advised all the students to develop

communication skills, conceptual understanding skills, share practical experience with co-participants and

develop proficiency in group discussions and to analyses case studies.

CS Vasudeva Rao Devaki, Chairman of the Chapter proposed a vote of thanks.

stOn 21 November, 2014 Chapter has organised Study Circle Meeting on ESOPs/ESOSs/EBS held at Chapter.

CS Vasudeva Rao Devaki Chairman of the Chapter welcomed the participants and introduced the speaker CS

Manoj Kumar Koyalkar a Practicing Company Secretary. CS Manoj Kumar Koyalkar spoke on various aspects

of ESOPs/ESOSs/EBS. The members in the interactive session raised a few questions which were answered

by CS Manoj Kumar Koyalkar. CS Vasudeva Rao Devaki proposed a vote of thanks.

rd thOn 3 December, Chapter has organized Valedictory session of the 11 MSOP at Chapter Premises. CS

Vasudeva Rao Devaki, Chairman of the Chapter welcomed the participants and congratulated them on their

successful completion of MSOP at Hyderabad Chapter. Further he introduced the Chief Guest CMA Durga

Prasad A.S, President, The Institute of Cost Accountants of India and M.D. & CEO, Propart Solutions India

Pvt. Ltd.

The Chief Guest stressed the importance of success as a Company Secretary. The Chief Guest also

cautioned that one should not follow unethical methods to gain success. He further stressed the importance

of moral values and the CSR that each member should have.



CS Sudhir Babu C, Council Member of Institute also graced the occation and congratulated the students for

completing MSOP. He also mentioned that the members will be holding key positions in the corporate world and

that they should shoulder greater responsibility in discharging their duties as a Company Secretary. A V Rao

also spoke on the occasion and congratulated the Students.

The Chief Guest also awarded the certificates to the participants

Interactive session on “CLSS, FTES & Obtaining the Status of Dormant Company”

On 23rd December, Chapter has organised interactive session on “CLSS, FTES & Obtaining the Status of

Dormant Company” at Chapter premises. CS Vasudeva Rao Devaki Chairman of the Chapter welcomed the

participants and introduced the speakers Sri N Krishnamurthy, CS Shashi Raj Dara and Sri V Venkata Rami

Reddy.

Sri N Krishanmurthy spoke at length on the Company Law Settlement Scheme, FTES & Obtaining the status of

Dormant Company. He explained in detail the various aspects pertaining to CLSS, FTES and of Dormant

Company.

CS Shashi Raj Dara and Sri Venkata Rami Reddy also spoke on the occation and enriched the participants with

their deep knowledge in the subject. In the interactive session the questions raised by the participants were

answered by them and participants benefited a lot from attending the programme.

CS Vasudeva Rao Devaki proposed a vote of thanks.

Joint Professional Development Programme on Service Tax Recent Issues

thOn 10 January 2015 Kochi Chapter of ICSI in association with the Institute of Cost Accountants of India,

Cochin Chapter organized a joint PDP on Service tax – recent issues at the PGS Vedanta, Business Hotel,

Kaloor Kochi. The Speaker of the seminar was Adv. K. Vaitheeswaran BL, CMA, Advocate & Tax Consultant,

Chennai.

The speaker conveyed the relevance of recent changes in Service Tax. He also spoke on the salient provisions

relating to matters where changes have been brought about in Service Tax in the recent budgets. He dealt with

various topics namely, point of taxation, negative list, service tax on works contract services and various

Supreme Court decisions on these topics. He also pointed out the importance of the upcoming GST and the

possible changes it may bring about in the current scenario. The session ended up with an open interaction

between the speaker and the members.

Joint Professional Development Programme on Critical issues in Cenvat Credit Rules 2004

On 23rd January 2015 Kochi chapter of ICSI in association with Cochin Chapter of institute of Cost Accountants

of India organized a Joint Professional Development Programme on Critical issues in Cenvat Credit Rules

2004 at CMA Bhavan, Kaloor, Kochi. CA K. R. Ramankutty a practicing Chartered Accountant, who was earlier,

associated with M/s Reliance Industries Ltd. lead the session. The PDP served as a brief description of the

practical aspects in Cenvat. The eligibility part, time limit for taking credit ,compliance aspect, importance

KOCHI CHAPTER



of documents ,precautions in accepting supplementary invoice ,wrong credit recovery, demand the dept

weapon etc were dealt professionally by the Speaker.

Senior professionals, members and students of the Institute participated actively in the programme.

thKochi Chapter of ICSI in association with ICSI Students Forum (Kochi) celebrated Republic on 26 January

2015 at the Chapter. CS S.P. Kamath, Chairman hoisted the flag. Both the members and students cleaned the

entire office building and premises. It was well attended by the members and students and it turned out to be a

memorable celebration for all.

On 01.01.2015 ICSI-Madurai Chapter arranged for and organised Uday Diwas programme at Hotel Metro

Pole, Madurai. Welcome address was given by Shri.S.Paramasivan, Chairman, Madurai Chapter of ICSI. Mr

T.S Venkataramana Ex MLA from Tamil Nadu Assembly participated and gave key lecture on that day. Also CA.

S.Thirunavukarasu handled a session on Capital gains taxation, with specific reference to Real estate

transactions. Vote of thanks was given by Shri.S.Kumararajan, Programme Committee, Chairman, Madurai

chapter. Shri.T.Raja, Office in charge made arrangement for the programme. The Programme was well

attended by around 70 members, besides students.

On 07.01.2015 ICSI-Madurai Chapter arranged for and organised Half day seminar on Companies Act,2013

with special reference to lending to corporates, which was by lighting the traditional lamp by the ICSI President

CS.R.Sridharan at Hotel Sangam,Madurai. Welcome address was given by Shri.S.Paramasivan, Chairman,

and Madurai Chapter of ICSI. In his Presidential address by CS.R.Sridharan explained in detail various

avenues that are thrown open in the new Companies Act, besides other opportunities available in other

legislations. Also CS.Sutanu Sinha, CEO of the ICSI-New Delhi elaborated in his special address about the

systematic approach and efforts that are essential to complete the ACS course in a short time.

CS.S.Srinivasan PCS from Chennai also handled a full-fledged session on the topic of salient features with

particular reference to lending to Corporates which was arranged by ICSI-Madurai Chapter at Hotel Sangam,

Madurai, which was very useful for members who participated in the programme.Vote of thanks was given by

Shri.K.Bapulal, Past Chairman, and Madurai chapter. Shri.T.Raja, Office in charge made arrangements for the

programme. The Programme was well attended by around 60 members and students besides

On 07.01.2015 ICSI-Madurai Chapter arranged for and organised a student's meet at Lady Doak

College,Madurai which was addressed by the ICSI President CS.R.Sridharan In his address by

CS.R.Sridharan explained in detail various opportunities and avenues that are thrown open in the new

Companies Act ,including in practice and in profession, especi for women. Also CS.Sutanu Sinha, CEO of

the ICSI-New Delhi and Chapter Chairman CS.S.Paramasivan took part in the students meet, which was well

attended by nearly 1000 girl students of the Lady Doak College,Madurai, who were under constant guidance of

the Commerce department of the College. Shri.T.Raja, Office in charge made arrangements for the

programme very well.

Republic Day Celebrations

UDAI - DIWAS CELEBRATIONS ON 01.01. 2015

Half Day Seminar on The Companies Act, 2013

President & CEO - Student Meet

MADURAI CHAPTER

ally



Swach bharat programme of the ICSI

Mysore Chapter of ICSI Won Best Chapter Award for the year 2013

Swachh Bharat Activity on 12.01.2015

Inauguration of Oral Coaching Classes on 20.01.2015

Republic Day Celebration

On 12.01.2015 ICSI-Madurai Chapter arranged for and organised a Gathering as a part of the Swach bharat

initiative of ICSI and Govt of India. The clean initiative was inaugurated by the Chapter Chairman

CS.S.Paramasivan. Also nearly 40 students and Members of the ICSI, who all participated eagerly in the

Swach bharat programme of the ICSI and made it a grand success.

Mysore Chapter of ICSI has been adjudged as the Best Chapter for the year 2013 under D Grade. The award st

was presented to Mysore Chapter at “Udai Divas” held on 1 January 2015 at ITC Grand Chola in Chennai. The

award was received by CS Ajay Madaiah B B, Chairman, Mysore Chapter along with CS Sunil Kumar B G, Past

Chairman, Mysore Chapter of ICSI. The award was presented by Dr. J Sadakkadulla, Regional Director,

Reserve Bank of India. Mysore Chapter already won best chapter awards for the year 2007, 2009, 2011 & 2012

also.

Mysore Chapter of The Institute of Company Secretaries of India & Rangarao PU College jointly conducted the thSwachh Bharat Activity on 12 January 2015 in Chapter Premises. Students & Members actively participated in

the event and cleaned the surrounding areas & created the awareness among street vendors and public.

Chairman of the chapter CS Ajay Madaiah B B, welcomed the Students & Members. CS Sabareeshan C K,

Past Chairman briefed the role of every citizen to keep the country clean and which was the dream of Mahatma

Gandhi.

On 20.01.2015, Mysore Chapter organized an inaugural session of its Oral Coaching Classes for June 2015

examination for Foundation and Executive programme students at Chapter Premises. CS Badrinarayanan S,

Chairman, Mysore Chapter, welcomed the students. In his welcome address, he explained the importance of

CS profession in the new Companies Act 2013. He advised the participated students about the various method

of preparation for facing the CS Examination.

He further explained the students about the online facilities provided by the institute and advised the students to

interact with faculties and regularly update various notifications from the institute website. Around 40 students

attended the programme. The regular classes started immediately after conclusion of the inaugural session.

th thOn 26 January 2015, Mysore Chapter of ICSI celebrated 66 Republic day in Chapter Premises. CS.

Badrinarayanan S, Chairman, Mysore Chapter of ICSI hoisted the National Flag and delivered the

Independence Day speech to the students. CS Pracheta M, Secretary, Mysore Chapter of ICSI, CS Manjunath

S, Member, Managing Committee of Mysore Chapter of ICSI & students were participated in the ceremony.

MYSORE CHAPTER



SALEM CHAPTER

Career Awareness Programme on 16.12.2014

Career Awareness Programme on 16.12.2014

Investor Awareness Programme Dr. Umayal Ramanathan College for Women, Karaikudi

Career Awareness programme was conducted by the Salem Chapter of the ICSI to the students of B.Com

(CA), BBA & M. Com (CA) at Dr. Umayal Ramanathan College for Women, Alagappa Puram, Sivagangai

District on 16.12.2014 at 10.00 am. Around 315 students participated in this programme.

CS Solaiyappan S, Chairman, Salem Chapter of the ICSI explained about the Institute, Vision & Mission and

the functions. In addition, he briefly explains about structure of the Company Secretaryship course, duration,

employment opportunities and scope of the Company Secretaries in Practice.

Sundar Swamy S, Chapter In – Charge explain about the various online process implemented by the Institute

and the e-learning & e– library facilities available at the Institute's website, training structure of the course and

also Library & Oral Coaching facility at the Chapter. Finally, the queries raised were clarified.

Career Awareness programme was conducted by the Salem Chapter of the ICSI to the students of MBA –

Corporate Secretaryship at School of Management, Alagappa University, Karaikudi on 16.12.2014 at 2.30 pm.

Around 100 students were participated

CS Solaiyappan S, Chairman, Salem Chapter of the ICSI explained briefly about the functioning of the Institute

and Chapters, structure of the Company Secretaryship course, duration, employment opportunities, scope of

the Company Secretary in Practice. In addition to this, he deliberated about the Campus Interviews conducted

by the Chapter, Regional Offices and the Head Quarters.

Sundar Swamy S, Chapter In – Charge explain about the Online registration process, e-learning & e – library

facilities available at the Institute's website, exam schedules, training structure of the course and also Library

& Oral Coaching facility at the Chapter. The queries raised by the students were clarified.

The Salem Chapter of SIRC of the ICSI and National Stock Exchange of India Ltd. Jointly organized an

Investor Awareness Programme on 16.12.2014 at 11.00 A.M at Dr. Umayal Ramanathan College for Women,

Alagappapuram, Karaikudi, Sivagangai District. Dr. A. Hemamalini, Principal, Dr. Umayal Ramanathan

College for Women in her welcome address pointed out the purpose of the Investor Awareness Programme

and the investment habits of Indians and the investment opportunities in capital market.

In his Presidential address Dr. V. Balachandran, Professor & Head, Department of Corporate Secretaryship,

Alagappa University, Karaikudi explained the various investment alternatives and opportunities available in

the capital market, dematerialization, significant role played by market intermediaries in primary and

secondary market, the role of Ministry of Corporate Affairs in promoting investor education and protection



Mr. Ashish Srivas, Assistant Manager, National Stock Exchange of India Ltd., Chennai explained the recent

innovations in capital market particularly mobile trading, screen based trading and the need for financial

planning required for investors of different aged groups. About 315 persons participated in the programme.

Queries raised by the participating were clarified by the resource person. Ms. Karthika Lakshmi from Dr.

Umayal Ramanathan College for Women proposed vote of thanks.

The Salem Chapter of SIRC of the ICSI and National Stock Exchange of India Ltd. in association with School of

Management, Alagappa University, Karaikudi jointly organized an Investor Awareness Programme on

16.12.2014 at 3.00 P.M at Conference Hall, Department of Corporate Secretaryship, Alagappa University,

Karaikudi, Sivaganga District, Tamil Nadu.

In his welcome address Dr. V. Balachandran, Professor & Head, Department of Corporate Secretaryship,

Alagappa University, Karaikudi explained the significance of Investor Awareness Programme, new financial

instruments available in the capital market, various risks involved in the investments, initiatives of SEBI

towards investors' protection and the role of Ministry of Corporate Affairs in promoting investor education &

Protection.

Dr. S.Kaliyamoorthy, Convener, Vice-Chancellor Officiating Committee, Alagappa University, Karaikudi in his

Presidential address explained the purpose of the Investor Awareness Programme, the changes happening in

capital market and the various investment opportunities available in the capital market.

Mr. Ashish Srivas, Assistant Manager from National Stock Exchange of India Ltd., Chennai in his special

address explained the objectives and role of NSE, the features of derivatives, stock market trading mechanism

and SEBI's role in monitoring capital market.

About 100 persons participated including students and faculty members from MBA (Corporate Secretaryship)

Department. The session was interactive with the resource person and the queries raised were clarified. Miss.

P. Priya, MBA (CS) proposed vote of thanks.

The Salem Chapter of SIRC of the ICSI celebrated Udai Divas on 01.01.2015 from 11.30 am to 1.30 pm at

Chapter Premises. On that occasion, Group Discussion for CS Students on the theme “The Studies &

Performance in CS Exam” was held. CS Solaiyappan S, Chairman of the Chapter led the programme. The

discussion was about the preparation for CS Examinations and how they performed in December 2014 Exams.

About 25 student members participated and the discussion was useful for the students will attend the future

sessions. At the end, Mr. T.S. Jawahar, Professional Programme student proposed vote of thanks.

T

The Institute of Company Secretaries of India, New Delhi had signed MOU with Shri Sakthikailassh Women's college,

Ammapet, Salem. The Career Guidance program and Signing of MoU was organized by the Salem Chapter of the ICSI and

ththe Department of Commerce (CA) and PG and Research Department of Commerce of the College on January 6 , 2015,

Tuesday at 2.00 pm.

Investor Awareness Programme at Alagappa University, Karaikudi

Group Discussion for CS Students on UDAI DIVAS day conducted on 01.01.2015

he Institute of Company Secretaries of India (ICSI) signed an MOU with Shri Sakthikailassh Women's College at Salem



The programme was presided over by Mr. K. Kailasam, Chairman and Mr. K. Senthilkumar, Correspondent of

AVS and Shakthikailassh Group of Institutions. CS Sutanu Sinha, Chief Executive & Officiating Secretary of the

ICSI in his special address, highlighted about the corporate planning, finance International trade and other

allied areas in MNC/PSUS and he also specified corporate governance, sustainability, Banking and enterprise

Resource planning.

The programme started with a signing of MOU and CS R. Sridharan, President, The ICSI, New Delhi inspired

the gathering with his energetic speech on the career opportunities in Company Secretaryship. In his speech he

specified about the recent upheavals in the corporate world have shaken the confidence of shareholders. There

is a greater demand for displaying corporate credibility and transparency by organizations in managing their

internal affairs. There is also a need to retain the confidence of various stakeholders. Since, the top

management is too busy managing the general working of an organization this new challenge can only be

shouldered by some highly qualified and competent professionals where ultimately the role of Company

Secretary is necessary. He also explained about the exciting career prospects coupled with innumerable

challenging situations and he also insisted the students that they would have a wide exposure spectrum of

subjects such as law, accountancy, administration, secretarial practice and many others. This automatically

qualifies them for a vast range of positions within a company from the very early days of their career.

The seminar was enlightened by the thought provoking speech of CS. S. Solaiyappan, Chairman, Salem

chapter who insisted on promoting excellence in common areas of interest, imparting practical knowledge and

skills required to operate in the area of education and he also specified about the development of the profession

of Company Secretaries.

In this programme more than 550 students participated and clarified their doubts regarding the course structure

and its career opportunities. This seminar would be a thought provoking for the students to choose their

professional career. Earlier, Mrs. V.Radha Satish, Vice Principal, Shri SakthiKailassh Women's College

welcome the dignitaries and the gathering, Mr. Geoffry Davidson, Director and Advisor in placement Drive, AVS

Engineering College delivered the introduction speech about the Chief Guests, Dr. S. Jayanthi, Principal, Shri

SakthiKailassh Women's College delivered the special address and Mrs. S. Prema Kumari, Vice Principal, Shri

SakthiKailassh Women's College delivered the vote of thanks.

The Institute of Company Secretaries of India, New Delhi had signed MOU with Vivekanandha College of Arts

and Sciences for Women (Autonomous), Tiruchengode, Namakkal District. The Career Guidance program

and Signing of MoU was organized by the Salem Chapter of the ICSI and the Department of Commerce and thManagement of the College on January 6 , 2015, Tuesday at 11.00 am.

The programme was presided over by Prof. Dr. M. Karunanithi, Chairman & Secretary, Vivekanandha

Educational Institutions, Tiruchengode, Namakkal. CS Sutanu Sinha, Chief Executive & Officiating Secretary

of the ICSI in his special address, highlighted about the corporate planning, governance, sustainability, Banking

and enterprise Resource planning and also explained about the exciting career prospects coupled with

innumerable challenging situations.

The Institute of Company Secretaries of India (ICSI) signed an MOU with Vivekanandha College of Arts

and Sciences for Women, Tiruchengode, Namakkal on 6.1.2015



CS R. Sridharan, President, The ICSI in his address inspired the gathering with his positive speech on the

career opportunities in Company Secretaryship. In his speech he specified about the recent developments in

the corporate world which have shaken the confidence of shareholders. There is also a need to retain the

confidence of various stakeholder for which the highly qualified and competent professionals where ultimately

the role of Company Secretary is necessary.

CS. S. Solaiyappan, Chairman, Salem chapter in his address insisted on promoting excellence in common

areas of interest, imparting practical knowledge and skills required for operating in the area of education and he

also specified about the development of the profession of Company Secretaries.

In this programme more than 700 students participated and clarified their doubts regarding the course structure

and its career opportunities. Earlier, Dr. M. Thanikaivel, Prof. & Head, Dept. of Commerce & Management

welcome the dignitaries and the gathering, Mr. M. Chokkalingam, Administrative Officer, Vivekanandha

Educational Institutions in is address stressed the students and faculties to make us of this MoU between two

institutes and at the end of his speech, MoU was signed. Dr. S. Seethalakshmi, Principal, VICAS, Dr. V.

Kumaravel, Principal, Vivekanandha College for Women also addressed. Mr. J. Kannan, Organizing Secretary

& Asst. Professor of Commerce & Management delivered vote of thanks.

On 6.1.2015, Salem Chapter of the ICSI organised Members and Students Meet with CS R. Sridharan,

President and CS Sutanu Sinha, Chief Executive & Officiating Secretary of the ICSI at Chapter Premises at

5.30 pm.

CS Sutanu Sinha, Chief Executive & Officiating Secretary addressed the Members and Students and in his

address, he has appreciated the efforts taken by the Chapter in conducting various activities including the

Seminars and Workshops for the betterment of the Students and also he appreciated the role of the Members

and Students in conducting the several programmes. He also explained the opportunities available under the

new Companies Act for the Company Secretaries and also advised the Chapter to improve the strength of the

Students.

CS R. Sridharan, President in his address explained the efforts taken by the Central council Members and the

Institute with the Ministry of Corporate Affairs to regain the deserved recognitions and reclaimed the rightful

place for the Company Secretaries in respect of turbulences relating to the notifications including the

appointment of Company Secretaries, Secretarial Audit, Pre – Certification of e – forms and especially

amendment of Rule 8. He narrated the various representations taken by the Institute with the Ministry to relook

at the rules with regard to the appointment of KMP, Secretarial Audit for bigger companies, Certification of

Annual Returns and to restore Pre – Certification of e – forms. He also stressed to create awareness among

the Students community about the CS Course and to see that more students join the CS Course and also use

the opportunity with the Vivekanandha Educational Institutions and Shri Sakthikailassh Women's College to

mobilise the students to pursue the CS course and the MoU signed will help the Chapter to improve the

Students strength.

Members and Students meet with the President and Chief Executive & Officiating Secretary of the ICSI

at Salem Chapter on 6.1.2015



Earlier, CS Solaiyappan. S, Chairman of the Chapter welcome the dignitaries, members and students

participated in the Members and Students Meet and later CS Santhanam. N, Secretary of the Chapter

delivered vote of thanks.

thTo mark the Birth Anniversary of Swami Vivekananda on the 12 January 2015, the Salem Chapter of the

Institute of Company Secretaries of India observed the Swachh Bharat Mission between 3.00 p.m. and 4.00

p.m. as per the directive of the Chief Executive and Officiating Secretary of the Institute.

CS S. Solaiyappan, Chairman and CS N. Santhanam, Secretary of the Chapter apart from members and

student members numbering 20 participated in the cleanliness drive at the surroundings of Salem Chapter

Office premises at Alagapuram, Salem. The members and student members evinced much interest in the

cleanliness drive. The Banner was also displayed at the venue of cleanliness as per the directive of the

Institute.

This has created greater awareness in the surroundings and the neighbours also appreciated the efforts of the

Chapter in the Swachh Bharat Mission of the Prime Minister of India.

Students Meet Programme

Trivandrum Chapter of Institute of Company Secretaries of India (ICSI), a premier institute under an act of

parliament, organized Students Meet at Thiruvanathapuram Chapter, Pattom ICSI Chapter on February 2,

2015. The meeting was a grant success with around 75 students turning up for students meet programme.

Chapter Secretary, CS. Jeevan Varghese started the programme with national anthem, followed by welcome

by Chairperson CS. Jayashree welcoming the students. Senior Members CS. Balamurali,CS. Kolappa Pillai th

and CS.N.C Nair shared their experience with students. CS Foundation 19 rank holder Ms. Gayathri Girish

was felicitated by giving a Momento.

CS. Rakesh Rajan anchored the Company law quiz competition which was very amusing and brainstorming

for the students. The first prize was won by Anoop Georgy and Asif. Runners up was won by Bijeesh and Asif.

CS. Jeevan Varghese – Secretary detailed about the upcoming programmes in collaboration with RBI, NSE,

SIDBI, Hedge Equities and assured and eventful 2015 for students and members.

Students Committee for library, newsletter and event management was formed with the following students

namely; Akhil, Sreenu,Vishwanath,Wasim,Vishnu,,Shraddha,Amritha,Remya,Urmila,Jugunu,Jyolsna.

Students congratulated the Management Committee for fresh initiatives. The meeting was supported by Vice

Chairman – CS. Anilkumar, CS. Manju – Treasurer, CS. Harikrishnan and office in charge Vinod Kumar.

Meeting concluded with welcome to February 19, 2015 programme on Overseas Direct Investment. Chapter

has announced that Executive Module 1 classes to start on February 11, 2015 and registrations are in

process.

Swachh Bharat Mission – Salem Chapter of the ICSI – Cleanliness Drive on 12.01.2015

THIRUVANANTHAPURAM CHAPTER

1




2 Oral Coaching Classes Inaugration

thOn 11 February 2015, Chapter Chairperson CS Jayashree C O has inaugrated oral coaching classes for

Executive Programme Module I in the presence of all the Management Committee Members and first

lecture started with 11 students and classes are running regularly.

3 “Seminar on Overseas Direct Invesment-Opportunities for companies and Professionals “.

thOn 19 February 2015, Thiruvananthapuram Chapter of SIRC of ICSI has organized a 2 Hours “Seminar on

Overseas Direct Invesment –Opportunities for Companies and Professionals” at Hotel Highland park,

Thampannoor.Speaker of the seminar was Mr.Salim Gangadharan (Ex.Regional Director-RBI). Chapter

Chairperson Jayashree C.O welcomed all and the Inaugration Speech given by Mr.A.S.Suresh Babu CEO &

MD Vizhinjam International Seaport Limited and the Technical session by Mr. Salim Gangandharan,session

was very informative and intresting it had cover the topics like FEMA Act 1999, Section

6(2),Section6(3),Capital account management,Overseas Investment policy-Approach,Present policy

Framework(Notification no.FEMA.120/RB-2004) and Method of Funding etc.After the session Mr.Salim

Gangandharan sir has clarified the queries of the members and at the end of the seminar oath of thanks was

given by CS Jeevan Varghese secretary Thiruvanthapuram chapter and high tea has been arranged.With the

support of Management Committee Members and Student committee members the seminar was very big

success.

thStudent Prog on Advance Tax Law & Practice on 30 Nov 2014

thStudent Programme on Advance Tax Law & Practice on 30 Nov 2014 at chapter premises organized by

Visakhapatnam chapter at 2 Pm . FCA Venkat D was the speaker. Mr.PRV Sivaramakrishna Chapter In

Charge welcomed to all present and introduced the speaker. The speaker started advance tax law & practice

in view of examination point of view and explained important problems in direct and indirect taxation. The

session was lively interactive and well received by the participants . Mr. PRV Sivaramakrishna in charge of

chapter proposed the vote of thanks.

Study Circle meeting on Accounting Standards on 30.11.2014

Study Circle Meeting on “Accounting Standards” on 30.11.2014 organized by Visakhapatnam Chapter of

SIRC of the ICSI at Chapter Premises @ 5Pm. FCA D Venkat Raj PCA was the speaker. PRV

Sivaramakrishna in Charge of Visakhapatnam Chapter welcomed all present and introduced the Speaker. The

Speaker explained Accounting Standards and updated in connection with Companies Act 2013. The session

was lively interactive and well received by the Members present and their doubts were clarified. PRV

Sivaramakrishna , In Charge of Visakhapatnam Chapter of SIRC of the ICSI proposed the vote of thanks

VISAKHAPATNAM CHAPTER


Student Prog on CENVAT on 03.12.2014 at chapter premises

Student Programme on CENVAT on 03.12.2014 at chapter premises organized by Visakhapatnam chapter at

7am. FCA Venkat Raj D was the speaker. Mr.PRV Sivaramakrishna Chapter In Charge welcomed to all

present and introduced the speaker. The speaker Explained CENVAT & CENVAT Credit in Service Tax with

new amendments.The session was lively interactive and well received by the participants. Mr. PRV

Sivaramakrishna in charge of chapter proposed the vote of thanks.

Student Prog on Forex Managment on 03.12.2014 at chapter premises

Student Programme on Forex Management on 03.12.2014 at chapter premises organized by Visakhapatnam

chapter at5.30 pm. FCA Venkat Raj D was the speaker. Mr.PRV Sivaramakrishna Chapter In Charge

welcomed to all present and introduced the speaker. The speaker Explained Forex management and important

problems on examination point of view. Mr. PRV Sivaramakrishna in charge of chapter proposed the vote of

thanks.

Webcast Prog on Tax law & Practice Executive programme at Chapter 11am to 1Pm on 9.12.2014as per HQ

Webcast Prog on Tax law & Practice Professional Programme at Chapter 11am to 1Pm on 10.12.2014 as per

HQ

Webcast Prog on Advance Tax Law & Practice Professional Programme at Chapter 11am to 1Pm on

11.12.2014 as per HQ

Half day Seminar on Personality Development on 20.12.2014 @ 4Pm

Half Day Seminar on “Personality Development ” on 20.12.2014 organized by Visakhapatnam Chapter of

SIRC of the ICSI at Chapter Premises @ 4Pm. Shri Dhananjay Head of Marketing –IOCL Coastal Andhra was

the speaker. PRV Sivaramakrishna in Charge of Visakhapatnam Chapter welcomed all present and

introduced the Speaker. The Speaker started with his IOCL Experience and combine with the other profession

and before to Personality Development take a movement ask yourself like who are you? How well do you

know yourself? What are you good at? What are your Strength, weaknesses, fears, desires? And personality

is thoughts action, behavior and explained good personality and approach for good personality?, goal setting,

communication skills, including leadership qualities ended with food hapbits, youga meditation, tuning of

mind. The session was lively interactive and well received by the Members present and their doubts were

clarified. CS Suman C Secretary of Visakhapatnam Chapter of SIRC of the ICSI proposed the vote of thanks.

Memento presented by Shri D V Subbarao Chairman of Visakhapatnam Chapter

Special Programme - Udai Divas on 01.01.2015

Special Programme “UDAI DIVAS” on 01.01.2015 celebrated by ICSI Visakhapatnam Chapter at Chapter

premises @5PM. Senior Member CS Y V Subbarao was the speaker. CS Suman C Secretary of

Visakhapatnam Chapter of SIRC of the ICSI welcomed all present. The speaker introduces himself and started

with profession growth in all aspects like registration, examination, training, employment and till Companies Act

2013. The Programme concluded with distribution of Udai Divas cakes and vote of thanks by CS Suman C.



Study Circle Meeting on 01.01.15 “Change Management “

Special Programme on 12.01.2015 “ Swachh Bharat”

Study Circle Meeting organized by ICSI Visakhapatnam Chapter on 01.01.2015 @ 6PM on “Change

Management”. Senior Member CS Y V Subbarao was the speaker. The Speaker explained about How to adapt

yourself to change and Change Management Strategy and also explained Change Management Process. The

session was lively interactive and well received by the Members present. CS Suman C Secretary of

Visakhapatnam Chapter of SIRC of the ICSI proposed the vote of thanks.

thThe ICSI Visakhapatnam Chapter celebrated the day by participating in Swachh Bharat programme on 12

Jan 2015 at 3PM at Chapter premises and surrounding areas. Chairman of the Chapter Shri D V Subbarao,

Secretary of the chapter Shri Suman C, CS Students and others are participated in this programme.

On 02/02/2015, CS RAM GANESH M, chapter secretary inaugurated the oral coaching classes for Executive

programme. He welcomed the new students and appraised them for choosing this most reputed course.

During his speech, he emphasized on to the success recipe of Dr. Abdul Kalam and stressed upon to the point

that “THE DIFFERENCE BETWEEN WHO YOU ARE AND WHO YOU WANT TO BE IS WHAT YOUR DO”.

The motivating speech was pretty enough to boost the confidence level of our students.

n 06/02/2015, a meeting for students were called up at Thrissur Chapter of ICSI. With the immense support of

the managing committee, the students formed Thrissur Chapter Students Forum to enhance the activities of

student community. A total of 58 students were present at the meeting and the forum created a virtual group

consisting of 99 members for easy communication and co-ordination.

The Government of India Ministry of Corporate Affairs, Registrar of Companies,

Karnataka in Association with the Institute of Company Secretaries of India,Mangalore Chapter of organizedth

Investor awareness programme on Monday, 24 February 2015

held at PWD Mini Soudha hall PWD Building Mangalore between 5pm to 7pm. Sri Shreesha Rao, Senior

Associate Adviser Building Mangalore between 5pm to 7pm. Sri Shreesha Rao Senior,Consultant &

Associate Adviser

Trainer was invited as the Guest Speaker to present on the topic “Investment in Mutual Funds”.

CS Narasimha Pai Chairman of the Mangalore chapter of the ICSI directed and officiated the whole

programme.

Thrissur Chapter

Mangalore Chapter

INAUGURATION OF ORAL COACHING CLASSES FOR EXECUTIVE PROGRAMME

STUDENTS MEET AND FORMATION OF STUDENT'S FORUM

O




The programme commenced at 5pm with the Chairman of the Mangalore Chapter of the ICSI escorting

the guest speaker to the dais with was followed by the lighting of the lamp by the dignitaries. CS

Narasimha Pai appreciated the efforts of the Government of India, Ministry of Corporate Affairs, Registrar

of Companies, Karnataka for presenting with such an opportunity and proceeded by welcoming the Guest

Speaker and stressing the validity of the topic chosen for the audience and the benefits they can derive

form such programme being conducted in his welcome address and thanked all the dignitaries and

delegates present for their valuable time. Afterwards the Guest speaker was introduced and asked to

address the audience.

In his introductory speech Shi Shreesha Rao thanked the Regulatory Authorities, Chairman of Mangalore

Chapter of the ICSI CS Narasimha Pai and his team for providing him an opportunity to share the knowledge

and information as the guest speaker.

Afterwards, he stated his presentation by depicting a live instance form the life of the great genius Issac

newton stating facts that how agreat mind like him was unable to predict and gain at the platform of capital

market adding light to the fact that the world of finance maintenance is easier said than done and is an intricate

path to follow. The whole presentation was reveled around several basic questions being asked to the

audience, the answer to which reflects the common mistakes being made by the investor and presented the

ways through which these mistakes could be avoided and tactical steps that should be adopted while dealing

in similar circumstances.

Further into the presentation the common practice of postponing the management of finance was highlighted

the trend of saving option that are practice by the masses was highlighted and the pro's and con's regarding

the same was discussed. A brief discussion was also made on liquid Mutual funds & savings account and their

discussed. A brief discussion was also made on liquid Mutual Funds % savings Account and their capabilities

in giving desired returns to the investors. Fixed Deposits and Debt mutual funds were also highlighted and the

workings behind the fixed Deposits were aware to the audience. Life insurance as a method of saving tax was

presented and several myths regarding the same were cleared. The presentation also touched upon the

dynamics of share market. How the price behaves and what impact does it has on the investors were also

discussed. The Market, how the price behave and what impact does it has on the investors were also

discussed. The discussion on share market also highlighted the important conclusions that should be drawn

from it and should be drawn form it and should be utilize in brief were real estate's problem, luring assured

returns. The presentation was concluded by stressing over the one's urgent requirement an investment plan

which Is best suitable to one's own need and requirement.

There was an active interaction with the audience who asked many queries and their queries were

satisfactorily answered by the guest speaker. The programme was bought to a close by placing the vote of

thanks.


ArticlesArticlesCS S Dhanapal

Practising Company Secretary Chennai

SWEAT EQUITY SHARES UNDER COMPANIES ACT, 2013

“Sweat equity shares” means such equity shares as are issued by a company to its

directors or employees at a discount or for consideration, other than cash, for providing

their know-how or making available rights in the nature of intellectual property rights or

value additions, by whatever name called.

Employee means –

a) a permanent employee of the company who has been working in India or outside India, for at least the

last one year; or

b) a director of the company, whether a whole time director or not; or

c) an employee or a director as defined in sub-clauses (a) or (b) above of a subsidiary, in

India or outside India, or of a holding company of the company.

Value additions means actual or anticipated economic benefits derived or to be derived by

the company from an expert and/or a professional for providing know-how or making available rights in the

nature of intellectual property rights, by such person to whom sweat equity is being issued for which the

consideration is not paid or included in-

a) the normal remuneration payable under the contract of employment, in the case of an employee; and/or

b) monetary consideration payable under any other contract, in the case of non-employee.

Provisions relating to issue of sweat equity shares are covered under Section 54 of the Act read with relevant

rules made there under

A company can issue sweat equity shares only of a class of shares already issued subject to fulfillment of

conditions prescribed below:

· A special resolution should be passed by the members of the company authorizing the issue of sweat

equity shares specifying details of number of shares, the current market price, consideration, if any, and

the class or classes of directors or employees to whom such equity shares are to be issued.

· The special resolution authorizing the issue of sweat equity shares shall be valid for making the

allotment within a period of not more than 12 months from the date of passing of the special resolution.

CONDITIONS FOR ISSUING SWEAT EQUITY SHARES

Ø General meeting and Special Resolution


ArticlesArticles· The explanatory statement to be annexed to the notice calling the general meeting must contain details

as specified in the Checklist and Procedure stated below.

· The company shall not issue sweat equity shares for more than 15% of the existing paid up equity share

capital in a year or shares of the issue value of Rs. 5 crores, whichever is higher.

· The issuance of sweat equity shares in the Company shall not exceed 25% of the paid up equity capital

of the Company at any time.

· The sweat equity shares to be issued shall be valued at a price determined by a registered valuer as the

fair price giving justification for such valuation.

· The valuation of intellectual property rights or of know how or value additions for which sweat equity

shares are to be issued, shall be carried out by a registered valuer, who shall provide a proper report

addressed to the Board of directors with justification for such valuation.

· A copy of gist along with critical elements of the valuation reports should be sent to the shareholders

along with the notice of the general meeting.

· Where sweat equity shares are issued for a non-cash consideration on the basis of a valuation report in

respect thereof obtained from the registered valuer, such non-cash consideration shall be treated in the

following manner in the books of account of the company:

(a) where the non-cash consideration takes the form of a depreciable or amortizable asset, it shall be

carried to the balance sheet of the company in accordance with the accounting standards; or

(b) where clause (a) is not applicable, it shall be expensed off as provided in the accounting standards.

· In respect of sweat equity shares issued during an accounting period, the accounting value of sweat

equity shares shall be treated as a form of compensation to the employee or the director in the financial

statements of the company.

· If the shares are issued pursuant to acquisition of an asset, the value of the asset, as determined by the

valuation report, shall be carried in the balance sheet as per the Accounting Standards and such amount

of the accounting value of the sweat equity shares that is in excess of the value of the asset acquired, as

per the valuation report, shall be treated as a form of compensation to the employee or the director in the

financial statements of the company.

· The company shall maintain a Register of Sweat Equity Shares in Form No. SH.3 and shall forthwith

enter therein the particulars of Sweat Equity Shares issued under section 54.

· The Register of Sweat Equity Shares shall be maintained at the registered office of the company or such

other place as the Board may decide.

· Entries in the register shall be authenticated by the Secretary of the company or by any other person

authorized by the Board for the purpose.

Ø Limit on quantum of issue

Ø Pricing and valuation

Ø Accounting treatment

Ø Register of Sweat Equity Shares


ArticlesArticles

Ø Other conditions

· Regulatory provisions – In case of listed companies, the issue shall be regulated by the Securities And Exchange

Board of India (SEBI) and shall be made in accordance with the regulations made by SEBI in this regard. In case of

unlisted companies it will be regulated by the provisions of the Companies Act read with the rules made there

under.

· Terms of issue - The rights, limitations, restrictions and provisions as are for the time being applicable to equity

shares shall be applicable to the sweat equity shares issued under this section and the holders of such shares

shall rank paripassu with other equity shareholders.

· Time from commencement of business - At least 1 year should have elapsed since the date of commencement of

business by the company as on date of issue of shares.

· Lock In - The sweat equity shares issued to directors or employees shall be subject to a lock in period of 3 years

and this fact needs to be stated boldly on the face of the share certificates along with the period of expiry of lock

in.

· Treatment as Managerial Remuneration - The amount of sweat equity shares issued shall be treated as part of

managerial remuneration for the purposes of sections 197 and 198 of the Act if the following conditions are

fulfilled:

(a) the sweat equity shares are issued to any director or manager; and

(b) they are issued for consideration other than cash, which does not take the form of an asset which can be

carried to the balance sheet of the company in accordance with the applicable accounting standards.

In respect of sweat equity shares issued during an accounting period, the accounting value of sweat equity shares

shall be treated as a form of compensation to the employee or the director in the financial statements of the

company.

· Disclosure in Board Report – Details regarding the sweat equity issue need to be disclosed in the Board's Report

of the year in which issue is made. The details to be disclosed are stated in the procedure below.

· Check the eligibility for issue of sweat equity shares based on the conditions stipulated above.

· Obtain valuation report from a registered valuer.

· Convene a Board meeting to decide the terms of issue and fix the time, date and place for convening general

meeting to pass special resolution.

· Dispatch notice of general meeting along with the explanatory statement containing following mandatory

details

Contents of Explanatory Statement

(a) the date of the Board meeting at which the proposal for issue of sweat equity shares was approved;

(b) the reasons/justification for the issue;

© the class of shares under which sweat equity shares are intended to be issued;

(d) the total number of shares to be issued as sweat equity;

(e) the class or classes of directors or employees to whom such equity shares are to be issued;

CHECKLIST AND PROCEDURE FOR ISSUE OF SWEAT EQUITY SHARES


ArticlesArticles

(f) the principal terms and conditions on which sweat equity shares are to be issued, including

basis of valuation;

(g) The time period of association of such person with the company;

(h) the names of the directors or employees to whom the sweat equity shares will be issued and

their relationship with the promoter or/and Key Managerial Personnel;

(I) the price at which the sweat equity shares are proposed to be issued;

(j) the consideration including consideration other than cash, if any to be received for the sweat

equity;

(k) the ceiling on managerial remuneration, if any, be breached by issuance of such sweat equity

and how is it proposed to be dealt with;

(l) a statement to the effect that the company shall conform to the applicable accounting

standards; and

(m) diluted Earning Per Share pursuant to the issue of sweat equity shares, calculated in

accordance with the applicable accounting standards.

· Convene general meeting and pass special resolution for issue of sweat equity shares

· Hold Board meeting within 12 months and make allotment of sweat equity shares.

· File return of allotment with ROC within 30 days of Board Meeting

· Issue Share Certificates

· Make entry in Register of Sweat Equity Shares and register of members and other relevant registers.

· Make disclosure in Boards' Report of the year in which sweat equity issue is made. Following

disclosures are required in Boards' Report :

Disclosures in Boards' Report

(a) Class of director/ employee to whom sweat equity shares were issued;

(b) Class of shares issued as Sweat Shares;

(c) number of sweat equity shares issued to the directors, key managerial personnel or other

employees showing separately the number of such shares issued to them , if any, for

consideration other than cash and the individual names of allottees holding 1% or more of the

issued share capital;

(d) the reasons/justification for the issue;

(e) principal terms and conditions for issue of sweat equity shares, including pricing formula;

(f) the total number of shares arising as a result of issue of sweat equity shares;

(g) percentage of the sweat equity shares of the total post issued and paid up share capital;

(h) consideration (including consideration other than cash) received or benefit accrued to the

company from the issue of sweat equity shares;

(i) diluted Earnings Per Share (EPS) pursuant to issuance of sweat equity shares.


ArticlesArticles

QUESTIONS

1 As per Sec. 166 of Companies Act 2013, the Business hours for conducting AGM is ____ AM to ____ PM.

2 All items transacted at EGM are special business. Is this Statement True or False?

3 Annual return & Register of Debenture holders need to be maintained for a minimum period of _______ years.

4 If Chairman is not available, the “ Report on AGM” can be signed by _______________

5. Proxy is entitled to vote by show of hands or Poll, but he cannot speak in the meeting. Is this Statement True or False ?

6. Return in changes of Promoters & Top 10 shareholders to be filed with ROC within _____

7. Scrutinizer's report in case of Postal ballot shall be submitted to the Company within _____days

8. As per Sec. 91, for book closure, previous notice shall be given before _____days

9. If a PCS certifies Annual return erroneously, he is liable to a fine of _____

10. First AGM of a Company shall be held within _____

11.When a shareholder asks for the Minutes of the AGM, it shall be sent to him within _____ days

12 Public Company with more than ____shareholders shall provide its members facility to vote through electronic means in General meeting.

13 Listed Cos & Companies with more than 1000 shareholders need to covert their current records into electronic form within _________

14. A Public Company with 2000 shareholders shall have a quorum of _____ for its AGM

15. A Person can act as a proxy for a maximum of _____ no. of members.

16. As per Sec. 117, resolutions which need to be filed with ROC should be filed with ROC with additional fees within _____ days.

17. What are the kind of Companies for which Annual return need to be certified by PCS as per Sec. 92 (2)?

18. Which Section provides for filing of report of AGM with ROC? Within what time the said report shall be filed?

19. Who are the signatories to the Annual return as per Sec. 92 (1)?

20. What are the Registers that need to be maintained permanently?

TEST YOUR KNOWLEDGE : 20 QUESTIONS ON MANAGEMENT & ADMINISTRATION

UNDER COMPANIES ACT 2013

CS A Mohan KumarDGM Legal & Company Secretary Allsec Technologies Limited


ArticlesArticles

Answers:

1) 9:00 am to 6:00 pm

2) True

3) 8 years

4) Any 2 directors (incl.MD if there is one) and CS

5) False (Not entitled to vote on show of hands)

6) 15 days

7) 7 days

8) 7 days

9) Not less than Rs.50,000/- extend upto Rs.500000

10) 9 months from the closure of financial year

11) 7 working days

12)1000 shareholders

13) 6 months

14) 15

15) 50

16) 30 + 270 days

17) i) All Listed Companies; ii) Other Companies with paid up capital of more than 10 crores or 50 Crores turnover.

18) Section 121 within 30 days

19) Director & Company Secretary; if no CS in employment is available, to be signed by a Practising Company Secretary.

20) Register of Members; Foreign Registers


MATTERS REQUIRED TO BE PLACED IN THE WEBSITE OF THE COMPANY PURSUANT TO COMPANIES ACT, 2013

Sl. No.

Section/ Rule Provision

1. S.13(8)(i), Chapter - 2 -

Rule 32(3) and Chapter - 3 -

Rule 7(3)

A company, which has raised money from public through prospectus and still has any unutilized amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company and the details, as may be prescribed, in respect of such resolution shall also be published in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated and shall also be placed on the website of the company, if any, indicating there in the justification for such change

2. S.124(2) Unpaid Dividend Account - The company shall, within a period of ninety days of making any transfer of an amount under sub-section (1) to the Unpaid Dividend Account, prepare a statement containing the names, their last known addresses and the unpaid dividend to be paid to each person and place it on the website of the company, if any, and also on any other website approved by the Central Government for this purpose, in such form, manner and other particulars as may be prescribed

3. S.135(4) and Rule 9 of Companies CSR Policy

Rules, 2014

The Board of every company referred to in sub-section (1) shall, (a) after taking into account the recommendations made by the Corporate Social Responsibility Committee, approve the Corporate Social Responsibility Policy for the company and disclose contents of such Policy in its report and also place it on the company's website, if any, in such manner as may be prescribed

4. S.136 - Third proviso A listed company shall also place its financial statements including consolidated financial statements, if any, and all other documents required to be attached thereto, on its website, which is maintained by or on behalf of the company

5. S.136 - Fourth proviso Every company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of its subsidiary on its website, if any

6. S.177(10) Details of establishment of vigil mechanism shall be disclosed by the company on its website, if any, and in the Board’s Report

K. Sankara Subramanian Company SecretaryCethar Energy Limited

ArticlesArticles


Sl. No.


7. S.230(3) - First proviso Compromise or Arrangement - Order of the Tribunal to convene meeting of the creditors or class of creditors or of the members or class of members - Notice convening such meeting and other documents shall also be placed on the website of the company, if any

8. Schedule - IV - (IV) - Manner of Appointment - Point (6)

The terms and conditions of appointment of independent directors shall also be posted on the company’s website

9. Chapter - 2 - Rule 22(1)(b)

Companies registered under section 8 seeking conversion into any other kind - The company shall, within a week from the date of submitting the application to the Regional Director, publish a notice at its own expense, and a copy of the notice, as published, shall be sent forthwith to the Regional Director and the said notice shall be in Form No. INC.19 and shall be published on the website of the company, if any

10. Chapter - 5 - Rule 4(3)

Every company referred to in section 73(2) intending to invite deposit from its members shall issue a circular to all its members by registered post with acknowledgement due or speed post or by electronic mode in Form DPT-1. Every company inviting deposits from the public shall upload a copy of the circular on its website, if any

11. Chapter - 7 - Rule 10

A company closing the register of members or the register of debenture holders or the register of other security holders shall publish the notice on the website, if any, of the Company

12. Chapter - 7 - Rule 18(2)(ix)

The notice of the general meeting of the company shall be simultaneously placed on the website of the company, if any This clause is ambiguous in applicability for companies issuing notices physically since the said Rule covers issuance of notice via electronic mode and the particular rule 18(2)(ix) also uses the word “simultaneously”

13. Chapter - 7 - Rule 20(3)(ii)

A company which opts to provide the facility to its members to exercise their votes at any general meeting by electronic voting system shall place the notice on the website of the company, if any

14. Chapter - 7 - Rule 20(3)(xiv)

The results (e-voting) declared along with the scrutinizer’s report shall be placed on the website of the company and on the website of the agency within two days of passing of the resolution at the relevant general meeting of members

Articles

Sl. No.


15. Chapter - 7 - Rule 22(4)

The notice of the postal ballot shall also be placed on the website of the company forthwith after the notice is sent to the members and such notice shall remain on such website till the last date for receipt of the postal ballots from the members

16. Chapter - 7 - Rule 22(13)

The results (postal ballot) shall be declared by placing it, along with the scrutinizer’s report, on the website of the company

17. Chapter - 7 - Rule 23(4)

Special Notice - if it is not practicable for the company to give the notice [special notice received from member(s)] to its members - the notice shall be posted on the website, if any, of the Company apart from publishing it in English and vernacular newspaper

18. Chapter - 11 - Rule 13(2)

The company shall, at least seven days before the general meeting, inform its members of the candidature of a person for the office of a director or the intention of a member to propose such person as a candidate for that office by placing notice of such candidature or intention on the website of the company, if any

19. Chapter - 11 - Rule 15

The company shall within thirty days from the date of receipt of notice of resignation from a director, intimate the Registrar in Form DIR-12 and post the information on its website, if any

Articles


INVITATION TO MEMBERS TO ENROL AS FACULTY

The ICSI -SIRC is conducting Oral Coaching Classes, Management Skills Orientation

Programme [MSOP], Student Induction Programmes [SIP], Professional Development

Programme [PDP] and Executive Development Programme [EDP]. The members are

requested to enroll themselves as FACULTY for oral coaching programmes and other

training programmes conducted by the ICSI – SIRC, thus sharing their knowledge with the

budding company secretaries. For further details please contact ICSI-SIRO, Chennai.

ICSI – SIRC LIBRARY

The library is having a wide range of facilities including internet access. Quite a number of

new books have been added. The refurbished library is having separate enclosures for the

members and students in order to enable them to pursue their academic pursuits in calm

atmosphere. Yearly Library Subscription: Rs.500/- for Members and Rs.200 for Students per

financial year. [April to March] . For further details please contact ICSI-SIRO, Chennai.

SPARING THE FACILITIES AT ICSI-SIRC HOUSE

The ICSI-SIRC House is having two halls – Dr A C Muthiah Conference Hall and LV B Hall.

These halls are being let out to conduct in-house meetings of the companies; arbitration

meetings; board meetings; EGM and other similar types of programmes. These halls are

having adequate facilities like mike facilities, lift, fully backed power supply, ample parking

space. The ICSI-SIRC is centrally located. For further details, please contact, ICSI - SIRO.

Announcement for Members

PMQ COURSES OFFERED BY THE ICSI The Institute, as a part of building capacity of its members, offers Post Membership Qualification (PMQ) courses on new and emerging areas with the aim to provide application oriented knowledge to the members to enable them to render quality services in diversified areas. A brief description of these PMQ Courses offered by the Institute is as under: 1. PMQ COURSE IN CORPORATE GOVERNANCE The brochure of the course is available at: https://www.icsi.edu/portals/0/Brochure_PMQ_CG_16042014.pdf 2. PMQ COURSE IN CORPORATE RESTRUCTURING AND INSOLVENCY The brochure of the course is available at: http://www.icsi.edu/WebModules/AboutUs/Courses/PMQ_CRI.pdf


COMPANY SECRETARIES BENEVOLENT FUND

The Company Secretaries Benevolent Fund (CSBF) provides safety net to company secretaries who are members of the Fund and their family members in distress. CSBF

Registered under the Societies Registration Act, 1860 Recognised under Section 12A of the Income Tax Act, 1961 Subscription / Contribution to Fund qualifies for the deduction under section 80G

of the Income Tax Act, 1961 Has a membership of about 10,000

Eligibility A member of the Institute of Company Secretaries of India is eligible for the membership of the CSBF. How to join

By making an application in Form A (available at www.icsi.edu/csbf) along with one time subscription of Rs.7,500/-.

One can submit Form A and also the subscription amount of Rs.7500 ONLINE through Institute’s web portal: www.icsi.in. Alternatively, he can submit Form A, along with a Demand Draft or Cheque for Rs.7500 drawn in favour of ‘Company Secretaries Benevolent Fund’, at any of the Offices of the Institute/ Regional Offices/Chapters.

Benefits Rs.5,00,000 in the event of death of a member under the age of 60 years Rs.2,00,000 in the event of death of a member above the age of 60 years Rs.40,000 per child (upto two children) for education of minor children of a

deceased member Rs.60,000 for medical expenses Limited benefits for company secretaries who are not members of the CSBF

Contact For further information/ clarification, please write at email id [email protected] or contact Ms. Anita Mehra, Desk Officer on telephone no. 011-45341049.

For more details please visit www.icsi.edu/csbf



Announcement for StudentsONLY SOFT COPY OF DOCUMENTS ARE TO BE ACCEPTED BY TRAINING SECTION OF ICSI

Students are required to submit various documents at Training Section of the Institute of Company Secretaries of India (ICSI) at various stages of their training (viz. applications for issuing of sponsorship letter for undergoing various types of training, Quarterly Reports, Project Reports, NOC, Training Completion Certificate etc.). Further, companies and PCS are also sending their application for registration for imparting training to CS students along with all enclosures, copy of annual report etc.

stIn view of the above, all students are hereby informed that w.e.f. 1 January 2015, only soft copy (i.e. scanned

copy of original documents) shall be accepted at Training section of the ICSI. It may be sent at

[email protected] mentioning necessary details of the case for reference in the text of the e-mail.

All the soft copies submitted by the students or by the trainer should be duly signed, certified as true copy. The

affidavits and other documents in original be supplied by the students/ trainers as deemed necessary by the

Training head or the Chief Executive / Secretary of the Institute.

All concerned students / stakeholders are advised to take a note of it.

For any further clarification, please send e-mail at [email protected] call to institute's helpline No:011-33132333

(Monday – Friday: from 7 AM to 11 PM & Saturday: 9.00 AM to 9.00 PM)

Stage Date of Commencement

Timings Fee Last date for receipt of application

Professional Developm ent Program m e on How to face Interviews

26.02.2015 6.00 p.m .

Cam pus Placem ent 28.02.2015 10.00 a.m . to 6.00 p.m .

Professional Program m e M odule –I and M odule-II (M orning Batch) for June 2015 Exam ination

02.03.2015 6.30 a.m . to 8.30 a.m .

Rs.5600/- 26.02.2015

Professional Program m e M odule –III (Evening Batch) for June 2015 Exam ination

02.03.2015 6.00 p.m . to 8.00 p.m .

Rs.5600/- 26.02.2015

Executive Program me M odule-I M orning Batch for Decem ber 2015 exam ination

20.04.2015 6.30 a.m . to 8.30 a.m .

Rs.5600/- 13.04.2015

Executive Program me M odule-II Evening Batch for Decem ber 2015 exam ination

20.04.2015 6.30 a.m . to 8.30 a.m .

Rs.5200/- 13.04.2015

Foundation Programm e M orning Batch for Decem ber 2015 exam ination

13.07.2015 9.00 a.m . to 11.00 a.m .

Rs.4800/- 06.07.2015

Foundation Programm e Evening Batch for Decem ber 2015 exam ination

13.07.2015 4.00 p.m . to 6.00 p.m .

Rs.4800/- 06.07.2015

Class Room Teaching:


Announcement for Students

Batch No. Date Fee Venue of Programme Contact

22nd Batch of MSOP

11th March 2015

to 27th March 2015

Rs. 5000/- (Non-Residential)

ICSI–SIRC House, 9, Wheat Crofts Road, Nungambakkam, Chennai – 600 034.

The Regional Director, The Institute of Company Secretaries of India, Southern India Regional Office, 9,Wheat Crofts Road, Nungambakkam, Chennai – 600 034. Phones: 044-28279898 / 28268685 Email : [email protected]

SCHEDULE OF NEXT BATCH OF MANAGEMENT SKILLS ORIENTATION PROGRAMME [MSOP]

For Further Details

Please Contact:

Southern India Regional Council of

The Institute of Company Secretaries of India ICSI-SIRC House, No.9 Wheat Crofts Road

Nungambakkam, Chennai 600 034

Tel No.28279898; 28268685, 28222212

, Web site: www.icsi.edu

For Further Details

Please Contact:




Tel No.28279898; 28268685, 28222212

, Web site: www.icsi.edu

For Further Details

Please Contact:




Tel No.28279898; 28268685, 28222212

Email: [email protected] , Web site: www.icsi.edu
