Issue No.1

January 2016

FROM THE CHAIRMAN

SIRC eNewsletter SOUTHERN INDIA REGIONAL COUNCIL

Chairman CS Sivakumar P

Vice Chairman CS Ganapathi G M

Secretary CS Ramakrishna Gupta R

Dear Professional Colleagues, I feel honoured and privileged to assume the Office of the Chairman of SIRC of The ICSI for the year 2016 and I am conscious about my responsibility and the expectations of members and students. At the outset, I would 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 will be treading on the path laid down by my illustrious predecessors, who have laid indelible marks through their invaluable contributions for the development and growth of the Institute and the profession of Company Secretaries.

Treasurer CS Mohan Kumar A

Other members who have been elected along with me to various positions of office bearers for the year 2016 are as under.

Members CS Dhanapal S CS Nagendra D Rao CS Shastry P S

CS Ganapathi G.M., Bengaluru – CS Ramakrishna Gupta R, Hyderabad CS Mohan Kumar A, Chennai –

Vice Chairman Secretary Treasurer

CS Ahalada Rao V(Ex-officio) I take this opportunity to congratulate CS Mamta Binani and Shyam CS Gopalakrishna Hegde (Ex-officio) CS Ramasubramaniam C(Ex-officio)

Agrawal for being elected to the Office of the President and VicePresident, The ICSI respectively for the year 2016. I also wish to record my sincere thanks and appreciation for the splendid services rendered by CS Nagendra D Rao as the Chairman of SIRC and also keeping the tempo of activities and programs of SIRC in the highest order. On behalf of the Regional Council, I assure you that it shall be my endevour to keep the flag of SIRC keep flying aloft and I seek your cooperation, suggestions, views and help in this regard. SIRC has grown exponentially over the years, as the successive Chairmen always benchmarked their plans and activities with that of previous years. On another hand, such kind of benchmarking will give necessary thrust to the ongoing activities as well as map our priorities, which require restructuring and reform. In this year too, we have drawn up a Strategic Action Plan – 2016 [SAP 2016] and align the activities accordingly. Through this column I would like to touch upon certain initiatives of SAP, which comes to my mind immediately. Of course, I will share with you other ideas of SAP in due course.

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ICSI-SIRC eNewsletter

January 2016

Professional Development Programs We have planned to conduct around 40 professional development programs, of which ten would be Seminars either full day or half day, One Regional Conference for Members and another for Company Secretaries in Practice, twenty four study circle meeting and four special meetings. As Company Secretaries, our role and responsibility have widened in ensuring compliances and we have planned week end seminars with reference to specific legislative and regulatory framework. In order to gain better insights with respect to compliances, concerned Regulator and the subject professional will share the platform and the participants would gain from the speakers' experience and knowledge. We have also planned to upload the presentation made by the faculty in the child portal of SIRC for the greater benefit of the members. As a professional body, our backbone is research and we plan to bring out at least two research publications during the year. Shortly, we will be publishing the Calendar of Progammes every month in the newsletter and the members can block their dates. Strengthening Corporate Membership Scheme [2016-2017] Strengthening Corporate membership scheme is in our priority list. As we will be conducting more than one paid professional development program in a month, apart from a number of specialized programs, the members who are enrolling under the scheme will be having greater choice of programs. Therefore, in tune with the proposed scale of activities, the Corporate Membership Fee would be Rs.10,000 inclusive of service tax for the year 2016-2017. For the convenience of Corporates, we have introduced multiple Corporate Membership Cards at Rs.20000 which entails the particular company to sponsor up to three officials for any paid program. In order to disseminate information in this regard, an exclusive brochure would be sent to all the members and corporate. Equipping the Students Already the Regional Council through its various activities are reaching out to the students in respect of academic and co-curricular activities and as an extension of the academic activities, it has been proposed to conduct Week End Classroom teaching for the Professional students based on module-wise. Similarly, we are planning to conduct subject wise week end classes for the CS Executive Programme students. The first programme, I participated as the Chairman of SIRC was meeting with Students at Hyderabad Chapter nd th on 22 at Hyderabad Chapter premises and the second meeting being Republic Day Celebrations on 26 January 2016 held at Chennai. All of us with great respect saluted the National Flag and in chorus, we sang National Anthem with all pride. I consider these celebrations as a good augury for rest of the activities, which we proposed to undertake during this year. This was followed by professional development programme on Prime Minsters Starup India concept-Role of Professionals at 26.01.2016. I would like to share my thoughts and views which are of thematic importance and I request you to spare few minutes and share your thoughts, express your views and put forth your suggestions on matters which require attention of the Regional Council. With regards, Yours Sincerely,

CS Sivakumar P Chairman, ICSI-SIRC [email protected]

Kochi 06.02.2016

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ICSI-SIRC eNewsletter

SIRC Activity Report January 2016

CS Mamta Binani President, The ICSI CS Mamta Binani is the President of the Institute of Company Secretaries of India for the year 2016 w.e.f. 19th January, 2016. She is the second lady President of ICSI in its illustrious history of 47 years. Ms. Mamta Binani, President, ICSI is a Commerce graduate and a Fellow Member of the Institute of Company Secretaries of India and has also done LLB. She is a meritorious student throughout her education career. She was an All India Topper in the Intermediate Examinations of The Institute of Company Secretaries of India, amongst all the Lady Candidates in India and had ranked 14th on an All India Basis. In the Final Examinations, she stood all India first in the subject 'Company Law'. She has received various medals, certificates and awards including the D.L. Majumdar's Silver Medal. She is practising as a Company Secretary for over 18 years now. Ms. Binani is a facilitator for some very prestigious programmes conducted by the Professional Institutes of India. She is a regular and acclaimed speaker in the professional forums on subjects of academic interest including inter-personal & communication skills. She takes keen interest in delving into corporate and professional issues and is consulted on various contemporary matters by the Industry. She had been an empanelled trainer with ICICI Bank Limited, where she facilitated training in soft skills up to the chief managerial level on an All India Basis. She is associated with the financial sector, education sector and is an experienced mentor and counsellor to young professionals & students. She also serves as an Independent Director on few of the Boards. Ms. Binani had been the Chairperson of the Eastern India Regional Council of The Institute of Company Secretaries of India in 2010. She has been the first lady to have held the position, amongst all the 3 professional Institutes, namely The Institute of Chartered Accountants of India, The Institute of Cost Accountants of India and The Institute of Company Secretaries of India, in the Eastern Region. She also holds various positions in prestigious chambers of commerce, NGO's and Professional Associations. She has been conferred with the "Bharat Nirman Awards" in the year 2010 for "Excellence in Professional Services" and is the first Company Secretary to have received this prestigious award. She also received the "Tejaswini Award" in the year 2010. She was conferred with the 'Hello Kolkata' award for exemplary work in social sector. “Wah Zindagi” has featured a telefilm on her journey which is widely viewed in YouTube. She writes for leading journals and magazines and contributes articles and papers in various house journals of professional institutes, on topics of varied interests. She has served as the Vice- President of the Institute of Company Secretaries of India for the year 2015. She believes in interdependence and co-existence & owes her accomplishments to her mother-in-law and her joint family structure.

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ICSI-SIRC eNewsletter

SIRC Activity Report

CS (Dr.) Shyam Agrawal, Vice President, The ICSI

January 2016

CS (Dr.) Shyam Agrawal is the Central Council Member of the Institute of Company Secretaries of India, for the term 2015-2018. A Fellow Member of The Institute of Company Secretaries of India, he obtained his Masters of Law (LL.M.) and Ph.D (Law) on the topic “Micro, Small and Medium Enterprises- An analytical study of Law, Practice and Procedure”.

He was the Chairman, Northern India Regional Council (NIRC) of the ICSI (2014).

Dr. Shyam Agrawal is the Proprietor, Agrawal Shyam & Associates, Company Secretaries, Jaipur; Member, Rajasthan Tax Consultants' Association; Founder President, Lions Club Jaipur Professionals and Member, Institute of Directors, New Delhi, also associated with Federation of Rajasthan Trade & Industry (FRTI).

He was Member of Educational Advisory & other Discussion Panel of leading newspapers viz.,DainikBhaskar, Rajasthan Patrika and associated with various social and other organizations, such as JCI International (Worldwide Federation of Young Leaders and Entrepreneurs).

CS Dr. Agrawal is a regular faculty for seminars, study circle and several training programs of ICSI, a regular speaker at various Professional, Management & Educational bodies on various topics of corporate relevance especially on MSME and Entrepreneurship and participated in various Economic & Social Discussion, Workshops.

His dynamism is regularly reported in the Print & Electronic Media on the topics related to social, professional, environmental, economy and other issues. He Initiated a Signature Campaign on most desirable issue “Save Water, Respect Nature and Global Warming” and initiated a Campaign on “Cast Your Vote”.

CS Dr. Agrawal has received accolades from by many Social Organisations, Chambers and other Institutions for his distinguished contribution in the development of Society, Profession, Youth, and Industry etc.

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ICSI-SIRC eNewsletter TENTATIVE PROGRAMMES SCHEDULE of SIRC of the ICSI for the month of February 2016 Sl. No. 1

Paid/ Free Free

Date 05.02.16

Venue/PC H ICSI–SIRC House

6.00 pm PCH-1

2

Free

08.02.16

6.00 pm

ICSI–SIRC House PCH-1

Event Study Circle Meeting on “Issues relating to Creation and Modification of Charges New FDI E-filing and Latest Amendments in FDI / ODI / ECB

January 2016

Speakers CS Balasubramanian R, Practising Company Secretary, Chennai

Ms. K. Sridevi Manager Reserve Bank of India Foreign Exchange Department Chennai. Mr. P. Ramesh Assistant General Manager Reserve Bank of India Foreign Exchange Department Chennai

3

Free 10.0 am

13.02.16

Rs.500

4

Free

ICSI-SIRC House PCH 2

13.02.16

ICSI-SIRC House

6.00 pm PDP - 2

5

Paid Rs.1500

20.02.16

Hotel My Fortune, Chennai-86 PCH 4

Half Day Seminar on “A Study of NBFC and Nidhi under Companies Act,2013 and Detailed analysis on Statutory Registers under Companies Act” Study Circle Meeting for Students on “Corporate Social Responsibility and Secretarial Audit" One Day Seminar on Recent Trends in Corporate Governance & Management

CS Sriram P Practicing Company Secretary, Chennai

CS A.M. Sridharan Advocate, Chennai CS Nithya Pasupathy Practicing Company Secretary Chennai CS Nrithya M Practicing Company Secretary Chennai CA M P Vijay Kumar Council Member, The ICAI Chennai Mr. P H Arvindh Panidan Senior Advocate & Additional Advocate General, Government of Tamilnadu, Chennai. Dr. CS Ravi B, Practicing Company Secretary Chennai CA Pattabhi Ram V Partner, Yoganandh & Ram, Chartered Accountants, Chennai

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ICSI-SIRC eNewsletter

SIRC Activity Report January2015 2016 October

Issue No.1 INDEX List of Vacancy

7 Chapters Activity Report

13

SIRC Activity Report

8 Articles

33

Announcement for Members Announcement for Students

42

44

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ICSI-SIRC eNewsletter

SIRC Activity Report January2015 2016 October

Vacancy List Sl. No

Name of the Company / PCS

Requireme nt

Name of the Contact Person

Mail ID

1

CS S.Srinivasan, Practicing Company Secretary, Chennai

Trainee

Mr.S.Srinivasan,

[email protected]

2

Financial Software & Systems (P) Ltd., Chennai

Trainee

Mr. Sushanta Kumar Panda

[email protected]

3

Essel Finance VKC Forex Ltd. , Chennai

Company Secretary

Mr. R.Suresh

[email protected]

4

SVJS & Associates, Chennai

Trainee

Ms. Rohini Varma Partner

[email protected]

5

Morgan Industries Ltd., Chennai

Company Secretary

President (Admn).

[email protected]

6

Apollo Sindoori, Chennai

Company Secretary

Mr. A Murugesan

[email protected]

7

Veritas Finance P Ltd Company Secretary/ Assistant Company Secretary

8

Munoth Communication Limited, Chennai

Company Secretary

[email protected]

Ms. A G Nandini

cs@munothcommunication .com;

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ICSI-SIRC eNewsletter

SIRC Activity Report January 2016

Study Circle Meeting on "Listing Obligations & Disclosure Requirements-a Practical Approach"

The ICSI-SIRC organized a Study Circle Meeting on "Listing Obligations & Disclosure Requirements-a Practical Approach" on Monday, the 11th January 2016 at 6.00 pm at ICSI-SIRC House, Chennai. CS Mohankumar A, Member, ICSI-SIRC welcomed and introduced the speaker CS Balasundharam S, Divisional Manager - Secretarial & Legal, Wheels India Limited, Chennai was the Speaker. The speaker addressed the Members on the topic Listing Obligations & Disclosure Requirements – a Practical Approach and the changes suggested by him are as follows:

S.No

Pertains to Regulation/SubRegulation/ Schedule/Clause/SubClause (as applicable)

Practical difficulties/ Observations/ Suggestions

Change of appointment of new Share Transfer Agent should be intimated to the stock exchange within 7 days of entering into an Agreement

7 days be extended to 15 days for the sake of operational convenience by many of the listed entities

There is ambiguity in respect of the compliance of the maintenance of records under the Acts/ Statutes

Clarity to the extent that this Regulation is applicable only for CA 2013 / SEBI records

1.

Regulation 7(5) – Sharer Transfer Agent

2.

Regulation 9 Preservation of documents

3.

Regulation 12Payment Of Dividend/ Interest etc

4

Regulation 23(8) Related party Transactions

All existing material related party contracts requires once again the approval of the shareholders

Regulation 27(2) – Corporate Governance Report

CG Report submitted at the end of the FY CEO/CFO certificate:

5

If amount of dividend exceeds Rs 1500 the amount Payable at par / Cheque - to be sent through speed post

Regulation 17(8) CEO/CFO certificate Schedule II Part B

The CG report to be submitted within 15 days from the end of the FY. Time limit for the listed entities to adopt/ approve the annual financial statements (AFS)– within 60 days from the end of the qtr. In the event of companies adopting AFS between 15.4 to 30.5 – the declaration given will not be correct .

Regulation 26(4)Disclosure of shareholding by Nonexecutive Directors in the Notice of the AGM

CG Report submitted at the end of the FY CEO/CFO certificate:

Regulation 46

Suitable drafting in clause

Applicable only when Notice is sent to the shareholders

Limit to be enhanced to RS 2500/As regulation 23(6) – regulates for all prospective transactions. SEBI can modify the same

This can be brought under the report to be submitted within 6 months from end of FY

Hence required changes in the CG report

CG report submitted at the end of 6 months In the event of Companies taking ROC permission to have AGM beyond Sept….Then sufficient provisions to be made

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

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ICSI-SIRC eNewsletter - July 2015

ICSI-SIRC eNewsletter

SIRC Activity Report January 2016

Video Discussion on “Driven to Distraction” The ICSI-SIRC in association with Madras Management Association organized Video discussion on “Driven to Distraction” on 28th January 2016 at 6.00 pm at ICSI-SIRC House, Chennai. Through the video, the participants understood Why distractions happen, How to avoid distractions, Internal and External distractions etc. Earlier CS Ramamoorthy M, Company Secretary in Practice, Chennai introduced the Session facilitator Trainer Ravi Srinivasan, Trainer and at the end proposed vote of thanks. Study Circle Meeting on “Board Evaluation – Practical Perspective” The ICSI-SIRC had organized a Study Circle Meeting on “Board Evaluation – Practical Perspective” on Monday, the 18th January, 2016 at ICSI-SIRC House, Chennai. Shri. C P Sounderarajan, Vice-President (Corporate Affairs), Tractors and Farm Equipment Ltd, Chennai was the Speaker. Shri. C P Sounderarajan, Vice-President (Corporate Affairs), Tractors and Farm Equipment Ltd, Chennai elaborately dealt with Board Evaluation – Legal Requirements, Framework for Evaluation, Evaluation Process and Challenges, Board Evaluation - progressed from a voluntary best Governance practice to a legally recognized and mandated process by Companies Act, 2013 as well as Listing Regulations, Framework for Board Evaluation, Framework for Chairman Evaluation, Framework for Director Evaluation, Board Evaluation – Levels, Board Evaluation Process, Director's Evaluation Process, Steps in Board Evaluation Process, Sample Feedback on Board Evaluation and Challenges. CS Nagendra D Rao, Chairman, ICSI-SIRC welcomed and introduced the speaker. CS Mohankumar A, Member, ICSI-SIRC felicitated the outgoing Chairman CS Nagendra D Rao and honored him with a shawl. On behalf of ICSI-SIRC, CS Prakash R, DGM –Legal, Company Secretary & Compliance Officer, HC Kothari Group of Companies and Shri C P Sounderarajan, Vice-President (Corporate Affairs), TAFE Limited presented a farewell bouquet to CS Nagendra D Rao. Republic Day Celebrations at the ICSI-SIRC The ICSI – SIRC celebrated the Republic day in a grand manner at its ICSI – SIRC House, Chennai. The National Flag was hoisted by the Chief Guest Group Captain Mr. S M Sundaram [Retd.], Sr. Manager - Flight Operations, Blue Dart Aviation Limited, Chennai. The ICSI flag was hoisted by CS Sivakumar P, Chairman, ICSI – SIRC. CS Mohan Kumar A, Treasurer, ICSI-SIRC and CS Dhanapal S, Member, ICSI-SIRC were present during the occasion. CS Sivakumar P, Chairman, ICSI – SIRC welcomed the members and students and introduced the Chief Guest Group Captain Mr. S M Sundaram [Retd.], Sr. Manager - Flight Operations, Blue Dart Aviation Limited, Chennai. Mr S.M. Sundaram in his opening remarks said that each of us should be proud of being an Indian and urged the students to contribute to the growth of the nation. In his speech, Shri Sundaram highlighted the importance of time management. He advised the students to plan their study according to the time available to them and work hard to achieve the success. Shri Sundaram also focused on the leadership, decision – making and the attitude of the desire to grow. He observed that there is no short-cut to success, except working hard to achieve the goal.

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ICSI-SIRC eNewsletter - July 2015

ICSI-SIRC eNewsletter

SIRC Activity Report January 2016

The meeting was followed by programme on “Prime Ministers start up India Program - Role of Professionals”. Shri Raguram K, Director, Audit in B S R & Associates LLP was the Speaker. The speaker dealt at length the following: Startup India is a flagship initiative of the Government of India, focusing on building a strong eco-system for motivating innovation and Startups in the country. This is a very important and strategic initiative of India and has deep connects with other programs like Make in India, Smart Cities etc. In the recently concluded World Economic Forum in Davos, emphasis has been laid on technology development and the world is looking forward to a Fourth industrial revolution. In the current context, it is imperative for India to move along and be a base for all innovation and technological advancement. In order to meet the objectives of the initiative, Government of India has announced a 19 step Action Plan that addresses all aspects of the Startup ecosystem. The technological advancement would not only like in particular sector but would range and spread across agriculture, manufacturing, social sector, healthcare, education etc… The plan can be divided across three aspects: Simplification and handholding, Funding Support and incentives and Industry- Academia Partnership and Incubation. This would enable setting up of incubation centers, tax exemptions, creation of Rs.10,000 crore corpus fund, ease of doing business, easier and cost effective patent filing etc.. Startup would mean an entity incorporated or registered in India not prior to five years, with annual turnover not exceeding INR 25 crore in any preceding financial year, working towards innovation, development, deployment or commercialization of new products, processes or services driven by technology or intellectual property. One should be aware that these entities cannot be formed by splitting up, or reconstruction, of a business already in existence. These entities shall also cease to be startup's in the year they cease to comply with above criteria's. Some of the key action plan for Startups include:          

Compliance based on self-certification [6 labour and 3 environmental laws] through mobile app. No inspection to be carried out under labour laws for three years, subject to certain conditions. Creation of startup hubs which would act as a single point of contact which would interact between various stakeholders such as Central Government, State Government, lawyers, consultants, Universities, R&D institutions and funds. Setting up of initial corpus fund of Rs 2,500 crores and building it up to Rs 10,000 crores over four years by articipating in venture funds etc [investing in Fund of Funds] Holding startup Fests to provide a ecosystem and platform for entrepreneurs to showcase ideas that would enable fund raising and doing business. Launching Atal Innovation Mission and setting up of incubators Opening 7 new research center parks with an investment of Rs 100 crores each similar to IIT Madras Research Park Fast tracking of Patent application, setting up panels to facilitate filing and reduction by 80% on patent filing fees. Exemption from capital gains for investors Income tax exemption for three years

The objective of the Government is to enable individuals to promote their ideas, set up and run the entities during initial years, in a smoother way. However, it is not certain if these companies would be able to make profits in the first three years, to really see benefits of such exemptions. Also, the self-certification should not be misunderstood, as lower compliance levels, as these companies are required to follow all the regulations. This only reduces inspections that are carried out by the Government authorities for certain period of time. One has to wait and watch the fine prints in the upcoming budget to understand the tax benefits better. Overall, this is a very important and timely initiative by the Government and if implemented in true spirit would see India raising up in the World map and being most sought after destination. The function concluded with the formal vote of thanks by CS Mohan Kumar A, Chairman, Professional Development Committee, ICSI - SIRC.

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ICSI-SIRC eNewsletter - July 2015

ICSI-SIRC eNewsletter

SIRC Activity Report January 2016

Blood Donation Camp Martyrs Day was observed all over India on 30th January, which was Mahatma Gandhi Memorial day also; On this noble day, ICSI- SIRC organized a Blood donation camp at ICSI-SIRC House, No.9, Wheat Croft Road, Nungambakkam, Chennai -600 034.This Camp was organized in association with VHS Blood Bank, Chennai. Members and Students participated actively and donated blood. Half Day Seminar on “Implementation of Internal Financial Control-CS Role & Disclosures in Directors report and 7 Habits for highly effective Company Secretaries” ICSI-SIRC organized a Half Day seminar on “Implementation of Internal Financial Control-CS Role & th Disclosures in Directors report and 7 Habits for highly effective Company Secretaries” on 30 January 2016 at ICSI-SIRC House, Chennai. More than 120 members attended this Half day seminar on 30th Jan, 2016. CS Sathya Kumar M, Chartered Accountant Senior Consultant, Chennai addressed the Members on the topic Implementation of Internal Financial Control- CS Role & Disclosures in Directors report. CS Sathya Kumar elaborately dealt with Reporting and Implementation of internal financial controls(IFC), Comparison of IFC with SOX, Responsibilities of Board of Directors, Responsibilities of auditors, Regulatory requirements and guidelines, Internal Financial Controls - Companies Act requirements; Applicability for listed and unlisted companies; Differentiating IFC and ICOFR; Penalties for noncompliance with IFC requirements; Risk and control matrix, Payment process; control activities; Approach for implementing IFC framework; Key challenges and potential solutions; and Integration with Internal Audit etc. CA Srikanth S, Management Consultant, Chennai addressed the Members on the topic “Seven Habits for Highly Effective CS”. CS Srikanth extensively dealt with The Maturity Continuum, Habits, Be proactive, The habit of Personal Leadership, Put first things first, Time Management matrix, The Habit of Interpersonal leadership, The Habit of Communication, The Habit of Creative Cooperation, The Habit of Self – Renewal etc. Earlier CS Mohankumar A, Member, ICSI-SIRC welcomed and introduced CS Sathya Kumar M and at the end proposed vote of thanks. CS Ramasubramaniam C., Council Member, The ICSI was present & shared the Initiatives taken at SIRC with the members.CS Jayanth Viswanthan, Practising Company Secretary introduced CA Srikanth S.

CAREER AWARENESS PROGRAMME JANUARY 2016 No. of students attended

Sr.no Name of School/College

Resource person

1

Ms.Chitra Anantharaman, 11.01.2016 DD, ICSI-SIRC CS R Balasubramnian, PCS

2

Prof.Dhanapalan College of Arts & Science, Kelambakkam 603103 Hindustan college of Arts & Science Rajiv Gandhi Salai, Padur, Kelambakkam,Chennai 603103

Mrs.Chitra Anantharaman CS R Balasubaramnian, PCS

Date

11.1.2016

400

120

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ICSI-SIRC eNewsletter - July 2015

ICSI-SIRC eNewsletter

SIRC Activity Report January 2016

Campus Placement Programme organized by the ICSI – SIRC on th 9 January, 2016 at “ICSI – SIRC House”, Chennai th

The ICSI – SIRC organized a Campus Placement on Saturday, the 9 January, 2016 at ICSI – SIRC House, Chennai for trainees and semi-qualified students. Around 79 students participated in the event. A total number of 51 Companies including Practicing Company Secretaries participated in the campus placement programme for selecting the candidates as Trainees / Semiqualified 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 Nagendra D Rao, Practising Company Secretary, CS S.Sandeep, Practising Company Secretary, CS Dinakar Babu, Company Secretary, Igrashi Motors Ltd., CS P.Sivakumar, CS S.Dhanapal, Practising Company Secretary as its Members. CS A.Mohankumar addressed the students and shared the modalities of the campus placement. CS R.Balasubramaniam, Practising Company Secretary, CS V.Vasumathy, Practising Company Secretary, CS Naresh, Company Secretary, Polaris Software Lab Limited, Mr. Shyam Sundar, Practising Company Secretary assisted the programme. CS Sivakumar P, Chairman elect (2016) was present during the campus placement programme Students Programme The SIRC of the ICSI organized students programme on “Private Limited Companies – New Compliance & Exemptions rd

and “New Listing Regulations – All you want to know” on 23 January, 2016 at “ICSI-SIRC House”, Chennai.

5 days Skills Development The SIRC of the ICSI conducted 5 days Skills Development on 25th, 27th ,28th, 29th and 30th January,2016 at “ICSISIRC House”, Chennai.

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ICSI-SIRC eNewsletter

Chapters’ Activity Report

Bangalore Chapter

January 2016

th

Inauguration of 24 Batch of Management Skills Orientation Program The Bangalore Chapter of the ICSI inaugurated the 24th Batch of Management Skills Orientation Programme (MSOP) on 03rd December 2015. The Program was presided by Chief Guest Mr. Giridhar Rajgopal, Country Manager, First American (India) Private Ltd Bangalore. CS Haribabu Thota, Vice Chairman, Bangalore Chapter of the ICSI delivered the welcome address and introduced the Chief Guest. CS Haribabu Thota, thanked the participants for choosing Bangalore Chapter for MSOP and wished all the participants a bright future. The Chief Guest inaugurated the program by lighting the lamp along with the participants of MSOP. Speaking on the occasion Mr. Giridhar Rajgopal, thanked Bangalore Chapter for inviting him and said that it is always a pleasure addressing his own colleagues of this prestigious profession. He imparted the importance of strategic management and the qualities that make an effective leader, referring to the qualities viz honesty, confidence, communication, inspiration, positivity, commitment and intuition which goes into being a good leader. He inspired all to inculcate such qualities and also shared his practical experience of his career, where he is leading the operation as country head. His words of wisdoms were very well appreciated by the participants. CS Vasanth Kumar, Secretary, Bangalore Chapter proposed vote of thanks. The Session ended with presentation of Memento to the Speaker. Valedictory Session of 24th Batch of Management Skills Orientation Program Bangalore Chapter of ICSI organized Valedictory Session of 24th Batch of Management Skills Orientation Programme at the Chapter Premises. The Programme was presided by CS Dattatri H M, Chairman, Bangalore Chapter, CS Hari Babu Thota, Vice Chairman, Bangalore Chapter and Chief Guest Mr. Ali Khawaja, Founder and head, Banjara Academy, Bangalore. The Programme started with feedback of 15 days MSOP from participants Mr. Krishna Kumar & Ms. Soni Ahuja, who shared with the dignitaries their experience with Bangalore Chapter and extended thanks to all the Faculties, Management and Staff of Bangalore Chapter for the support extended to all the participants of both the batches for all the 15 days. Speaking on the occasion CS Dattatri H M, congratulated participants of 24th MSOP batch for successfully completing 15 days Management Skills Orientation Programme at Bangalore Chapter and thanked all the participants for their feedback. He then informed the participants that by completing CS Course they have cleared only one stage of examination in their life and said that the moment they get into employment there will be examinations every day and urged the participants to be ready.

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ICSI-SIRC eNewsletter

Chapters’ Activity Report January 2016

Speaking on the occasion Chief Guest Mr. Ali Khwaja, congratulated all the winners and said he agrees with what Chairman, Bangalore Chapter said about getting prepared for examinations every day after getting into employment/practice. With his motivational talk he imbibed in students the urge to expand their horizon in their professional endeavors and shared various instants of his life and his closely known personalities who are currently holding accomplished positions in various sectors in india and across globe. He ended his talk stating there is no end for knowledge and urged each one of them to constantly keep learning, only then they shall stay competitive enough. The Session then followed with Distribution of Certificate to Class representative Mr. Krishna Kumar for excellently monitoring and guiding the class throughout the entire 15 days. The Session was then followed with distribution of prize awards to the best project report and presentation, best presenter and best participant which is given below: S.no

Description

Topic / Winners

1

Best Project Report

Reopening of Adopted Accounts in AGM

2

Best Project Presentation

Special Economic Zone

3

Best Presenter – Male

Mr. Cecil Simon

4

Best Presenter – Female

Ms. Rashika Dugar

5

Best Participant

Ms. Soni Ahuja

The Session was then followed with distribution of medals and completion certificates to all the participants of both the batches from CS Dattatri H M, Chairman, Bangalore Chapter and Chief Guest Mr. Ali Khwaja. The Session ended with vote of thanks from CS Haribabu Thota, Vice Chairman and presentation of Memento to the Chief Guest. Full Day Seminar on “Understanding & Implementing GST” Bangalore Chapter of ICSI organized full day Seminar on “Understanding & Implementing GST on 12th December 2015 at the Chapter Premises. The Programme was presided by CS Dattatri H M, Chairman, Bangalore Chapter and Mr. G Shivadass, Principal Partner, Lakshmikumaran & Sridharan, Attorneys, Bangalore. CS Dattatri H M, Chairman, Bangalore Chapter, welcomed the gathering and introduced the Chief Guest to the participants. During his address he thanked Mr. G Shivadass for accepting the invitation and requested the speaker to take over the session.

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ICSI-SIRC eNewsletter

Chapters’ Activity Report

1st technical session:-

January 2016

Speaker Mr. G. Shivadass, took session on topic “Understanding & Implementing GST”. He started his session by explaining the concept, laws and procedures of GST. The Speaker then informed the gathering on Registration, Payment, Returns & Refund along with periodicity of filing returns, refunds under GST, Declared Services, Valuation, Input Tax Credit Mechanism, Recovery Mechanism, Assessment & Audit etc before concluding his session. The Session ended with vote of thanks and presentation of Memento to the Speaker. 2nd technical Session:The Second technical Session was taken by CA P V Srinivasan, Corporate Management Advisor, Global Tax & Corporate laws, Bangalore on “Implementation of GST – Industry Perspective”. The Speaker during the session informed the gathering on Current Indirect Tax structure, Taxation of Inter-State Sales, features of GST, GST – India proposition, Input Tax Credit in GST, Perceived benefits of GST, Industry Concerns, Transition issues, etc before concluding his session. The Session ended with vote of thanks and presentation of memento to the speaker Student Study Circle Meeting Bangalore Chapter of ICSI organized Student Study Circle Meeting on 06th December 2015 at the Chapter Premises. The Meeting was presided by CS Shubra Gupta, Consultant, Ernst & young, LLP who took session on topic “Conversion of Public Company into private Company & Vice Versa”. The Speaker started her session explaining Section 18 – Conversion of companies already registered, wherein she informed a company of any class registered under this Act may convert itself as a company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provisions of this Chapter. Where the conversion is required to be done under this section, the Registrar shall on an application made by the company, after satisfying himself that the provisions of this Chapter applicable for registration of companies have been complied with, close the former registration of the company and after registering the documents referred to in sub-section (1), issue a certificate of incorporation in the same manner as its first registration. The registration of a company under this section shall not affect any debts, liabilities, obligations or contracts incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligations and contracts may be enforced in the manner as if such registration had not been done. The speaker then informed the gathering on Section -13 Alteration of Memorandum, The Companies (Incorporation) Rules, 2015, Applicable Provisions under Companies Act 1956, Documents Required by ROC, Procedure, Post Conversion Requirement etc before concluding the session The Session ended with vote of thanks and Presentation of Memento to the speaker

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Student Study Circle Meeting th

Bangalore Chapter of ICSI organized Student Study Circle Meeting on 13 December 2015 at the Chapter Premises. The Meeting was presided by CS Jeevika Poddar, Practicing Company Secretary, who took session on topic Managerial Remuneration.

The Speaker started the session by explaining Managerial Remuneration Inclusions and Exclusions by informing as below:-

Includes salaries, allowances and perquisites, commission, pension, gratuity, leave encashment (as per Sec 197(2)).

Includes reimbursement of any direct taxes.

Includes remuneration payable to director for all services rendered by him in any other capacity. (Exceptions available)

Excludes sitting fees for the purpose of calculating the limits u/s 197.

Excludes premium paid on insurance for indemnification against liability (except proven guilty). Remuneration for services rendered in other capacity shall not form part of remuneration if, the services rendered are of professional nature and in the opinion of the MR Committee/Board the director possesses requisite qualification for the practice of the profession. Details on sitting fees and expenses, Commission, Remuneration of Independent Director, Limits on Managerial Remuneration, Schedule – V of CA 2013, Procedure for payment of Remuneration (in case of profit), Public Companies with Inadequate or no Profits, Minimum Remuneration Under SCHEDULE V (PART II, SECTION II), Conditions for payment of Minimum Remuneration, payment of remuneration exceeding limits under schedule v, Refund of excess remuneration, Waiver Of Excess Remuneration (Sec.197(10)), Recovery Of Remuneration (Sec.199) etc were explained before concluding the session.

The Session ended with Vote of Thanks and Presentation of Memento to the Speaker. Student Study Circle Meeting Bangalore Chapter of ICSI organized Student Study Circle Meeting on 20th December 2015 at the Chapter Premises. The Meeting was presided by CA Madhusoodhan Hegde, Chartered Accountant, Guru & Jana, Bangalore who took session on topic “Overview of Foreign Trade Policy including Import & Export procedure.

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The Speaker started his session explaining the difference between Section 74 & 75, Foreign Trade Policy basic facts, Trade facilitation measures, E Governance initiatives, Online filing, Exim provisions, export promotion council, Merchandise Exports from India Scheme; Services Export – Served From India Scheme; Common Features – MEIS/SEIS, Special Economic Zone, etc. before concluding the session. The Session ended with vote of thanks and presentation of memento to the speaker. Student Study Circle Meeting Bangalore Chapter of ICSI organized Student Study Circle Meeting on 27th December 2015 at the Chapter Premises. The Meeting was presided by Mr.Mrityunjaya R Y, Advocate, Bangalore on topic “Overview of Constitution of India” The Constitution of India is the supreme law of India. It is a living document, the permanent instrument which makes the government system work. It lays down the framework defining fundamental political principles, establishes the structure, procedures, powers and duties of government institutions and sets out fundamental rights, directive principles and the duties of citizens. It is the longest written constitution of any sovereign country in the world. The nation is governed on the basis of this Constitution. He then explained various other important details on the topic before concluding the session. The Session ended with vote of thanks and presentation of memento to the speaker.

Coimbatore Chapter Career Awareness Programme at Dr. S.N.S. Rajalakshmi College of Arts and Science, Chinnavedampatti, Coimbatore On 31.12.2015, Coimbatore Chapter conducted a Career Awareness Programme at 10.30 AM at Dr. S.N.S. Rajalakshmi College of Arts and Science, Chinnavedampatti, Coimbatore. CS A.R.Ramasubramania Raja, Vice-Chairman, Coimbatore chapter of SIRC of ICSI was the speaker. The speaker explained the opportunities available after completion of the Company Secretaryship Course both in employment and in practice and further explained the new opportunities available under the Companies Act 2013. Mandatory appointment of Company Secretary and Key Managerial Personnel as per the Companies Act 2013 were also highlighted. The mode of registration, syllabus, course contents, fee structure, placement services and oral coaching facilities being provided to the students were explained. Further, the speaker highlighted the various support given by the institute for pursuing CS course by way of Scholarships provided by 13 Government departments, ICSI Education Fund Trust and the MOU agreement with Canara Bank for availing education loan.

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Career leaflets were distributed amongst the students and they were apprised about the new examination patterns and online services of the institute. Further the speaker apprised the students about the placement facilities including the proposed Campus Placement Programme of the Chapter & other students' programmes of the Chapter. The speaker further highlighted the various batches of CS coaching classes available at ICSI Coimbatore Chapter and he added that Chapter is regularly organizing Regular and Weekend Classes for Foundation, Executive and Professional Programme stages at Chapter premises itself. He also added that Chapter is charging minimal fee and ensuring high quality classes by experienced professionals compared to other private coaching centers. Nearly 250 students from Dept. of Commerce attended the Career Awareness Programme. The queries raised by students were aptly replied by the speaker. Inauguration of Oral Coaching Weekend Classes for Foundation, Executive & Professional Programme With a view to extend the services to CS student community at large, Coimbatore Chapter started Regular and Weekend classes for Foundation, Executive and Professional Programme students from 18.01.2016 onwards at Chapter premises. Foundation and Executive regular classes will be held during Monday to Friday and weekend classes will be held during Saturday and Sunday. There was a huge response from students and around 101 students have reserved their seats before commencing the classes. Further, around 30% of the students are coming from the neighboring districts of Coimbatore viz. Tirupur, Erode, Palakkad & Trichy especially for the weekend classes. CS R Venkateswaran, Chairman, Coimbatore chapter, welcomed the students. He motivated the students by explaining the latest notification of Companies Act 2013 and delivered a brief speech on KMP and Scope of Secretarial Audit. He also explained various scope of CS profession both in employment and practice. CS A.R.Ramasubramania Raja, Vice-Chairman [newly elected Chairman], Coimbatore chapter explained the students about the methodology of Exam preparation and motivate the students by explaining the latest scope of CS profession under Companies Act 2013. CS R Maheswaran, Vice President, Coimbatore Hitech Infrastructure Private Limited, Coimbatore & Treasurer of Coimbatore Chapter motivated the students with his rich experience in industry. He explained the methodology of Coaching Classes at Coimbatore Chapter and advised the students to keep a live interaction with the faculties all the time at Class room.

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CS G Balasubramaniam, Company Secretary, Roots Multi Clean Limited, Coimbatore & Management Committee Member of Coimbatore Chapter informed the students about the oral coaching guideline and important instructions. He further explained the various online facilities provided by the institute, explained the new training structure introduced by the institute and the forthcoming student's programme organizing by ICSI-Coimbatore Chapter. 67th Republic Day Celebration at Chapter Premises th

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Coimbatore Chapter celebrated 67 Republic day Celebration on 26 January 2016 at chapter premises. CS A.R.Ramasubramania Raja Chairman addressed the gathering and said that we should always remember our Great Indian freedom fighters who had struggled a lot for getting “Purna Swaraj” in India and we should follow their ideology to lead our country ahead. Around 35 students and members participated in the celebration.

Calicut Chapter Career Awareness Programme Career Awareness programme was conducted by the Calicut Chapter of SIRC of ICSI to the students of GPM Government College Manjeshwaram, Kasaragod, Kerala on 07/01/2016 at 4.00 PM. Around 60 students participated in this programme along with HOD's of various other schools and College in Kasargod. CS Utham Kumar U K, Chairman, 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. Gautam R Mallaya, Secretary explained 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 Oral Coaching facility at the Chapter. Finally, the queries raised were clarified. Smt. Sheeba Nair and Smt. Charumathy, Members presented topics on Companies Act, 2013 and Corporate Governance respectively in the Morning Session. Career Awareness Programme on 14.01.2016 Career Awareness programme was organised by the Calicut Chapter of SIRC of ICSI to the students of PMSAPT HSS (Kakkove HSS), Ramanattukara, Malappuram on 14/01/2016 at 10.00 AM. Around 50 students participated in this programme. CS Utham Kumar U K, Chairman, the ICSI explained about the Institute, Vision & Mission and the functions. Gautam R Mallaya, Secretary briefly explained about structure of the Company Secretaryship course, duration, employment opportunities and scope of the Company Secretaries in Practice. CS Utham Kumar U K, Chairman further explained 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 Oral Coaching facility at the Chapter. Finally, the queries raised were clarified.

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PDP Programme on 16.01.2016 Calicut Chapter of SIRC of ICSI conducted a one day Professional Development Programme on topic th “COMMODITIES MARKET AND CORPORATE SOCIAL RESPONSIBILITY (CSR)” on Saturday, the 16 day of January, 2016. The Technical sessions were divided into two, with morning session covering “Understanding and Analysis of Commodities market and Mutual Funds” handled by Shri. Benny M S, in charge- Tata Securities Limited and Afternoon Session on CSR was covered by Shr. G Anand, GM- HRD, Mathrubhumi. The day commenced with an inaugural session followed by welcome speech of Sri. UTHAM KUMAR, Chairman of Calicut Chapter and was marked by an excellent Session with 20 Members & 17 Students benefiting from the program. The programme was concluded with a Vote of Thanks by Shri. Gautam. R. Mallaya, Secretary of the Calicut Chapter.

Hyderabad Chapter ICSI-Hyderabad Chapter celebrates Udai Diwas (statutory recognition day) On 1st January, 2016 ICSI-Hyderabad Chapter celebrates Udai Diwas (Statutory recognition Day) Chapter distributes fruits to patients at Gandhi Hospital during UdaiDiwas celebrations on 1.1.2016. One Day Seminar Opportunities& Challenges for CS–Governance of Emerging Fiscal Laws [GST] I. Inaugural Session On 7th January Chapter organised one Day Seminar on Opportunities & Challenges for CS – Governance of Emerging Fiscal Laws [ GST] at The Manohar Hotel, Begumpet, Hyderabad. The programme commenced with speech by CS R. Venkataramana, Vice-Chairman, Hyderabad Chapter, who welcomed the dignitaries and delegates and introduced the Key note speaker. Welcome speech was followed by lighting of the lamp by the dignitaries. CS Ahalada Rao, Council Member, ICSI in his inaugural speech, introduced the theme of the Seminar. He highlighted on the efforts being made by the ICSI, and Central Council members' as a team, in observing the Corporate Governance Week from January 4-8, 2016. He bought into light the untiring efforts of central council members' in declaring a year as International Corporate Governance Day. He said that it would indeed be an honor to the ICSI and a proud moment for the members' to celebrate a day earmarked in the year towards Corporate Governance. He also said that it is a joyous event for the members of the Institute, who are indeed considered as the Governance Professionals. CS Sutanu Sinha, Editor & Publisher of Chartered Secretary, The ICSI also addressed the delegates on the occasion. He emphasized on the need of implementing good governance practices. Dr. Y.R.K.Reddy, Founder, Academy of Corporate Governance &Yaga Consulting Private Limited delivered the Key-note address. In his address, Dr. Reddy highlighted on implementation of Corporate Governance in true spirit, besides policy formulation. He focused on the need to adopt governance at every level, to reap the benefits. Citing various personal and professional experiences, he explained the hierarchical flow of work in organisations and the evolving Governance Standards. He further stressed the importance of Corporate Governance in today's Corporate World.

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CS Sudheendhra Putty, Company Secretary, Cyient Limited, Hyderabad, was felicitated in the session, for his contribution towards excellence in corporate governance, for the year 2014. The inaugural session concluded with the formal vote of thanks by CS VenkataRamana R, Secretary, Hyderabad Chapter. II. First Technical Session: An Overview of GST framework The first technical session was on the topic, 'An Overview of GST framework', addressed by Shri P V Subba Rao, Advocate & VAT Consultant, Hyderabad, who was the first speaker. CS K P C Rao was the moderator for the session. CS Kavitha Rani introduced the speakers. Shri P V Subba Rao, Advocate & VAT Consultant, explained in detail, regarding the International scenario vis-à-vis preparedness of India, with respect to the proposed Goods & Services Tax, (GST), the salient features of the Tax, the Centre and States' co-ordination, the taxes that would be replaced and subsumed, with the introduction of new Tax system, proposed rate of Tax, categorization, need for constitutional amendment and other recommendations of Arvind Subramanian Committee. He gave a complete insight of the proposed framework of GST. The second speaker of the technical session was CS P K Singh, company secretary in practice, Hyderabad. He presented the delegates with various opportunities available to the Company Secretaries, with the implementation of the new tax regime. He observed that company secretaries, who are members' of the Institute, with effective communication skills, advisory services being provided to business houses, effective tax planning, procedural compliance, books and record keeping, representation with various statutory authorities, appellate works, do require their share and recognition under the GST. He emphasized on the preparedness of the members to diversify into emerging area, providing immense opportunities. He concluded, urging the Institute to intensify the efforts to seek a recognition under the proposed GST, thereby increasing avenues to budding members'. III. Second Technical Session: Calibrating Self Governance CS JayaramanGanapathy, Company Secretary & Chief Compliance Officer, Tech Mahindra Ltd., Hyderabad, and CS Sudheendra Putty, Company Secretary, Cyient Limited, Hyderabad were the speakers for the second technical session on the topic 'Calibrating Self Governance”. CS MahadevThirunagari, Vice-Chairman, Hyderabad Chapter introduced the speakers to the members. CS JayaramanGanapathy, spoke elaborately on how the role of a CS grows in prominence, especially in times of crisis management in corporates. Sharing his professional experience, he explained the pivotal role played by CS and the faith reposed both by the managements of the companies as well as the regulatory bodies, in a CS, right from dissemination of data, record keeping, sharing of confidential information, to smooth conduct of inspection by authorities, during the times of crisis. He stood more as a living example of an efficient CS in efficiently managing crisis during the process of Corporate Governance, than being a verbose. Interpersonal skills & ability, levels of maturity, Industry experience, level of confidence reposed, emotional stability, ethical standards, values, welfare of stakeholders and community in total are some of the few essentials, which go to describe the emerging role of a CS-The governance Officer, in the words of CS Sudheendra Putty, Company Secretary, Cyient Limited, Hyderabad, the second speaker of the second technical session. He stressed on maintenance of a work life balance and the essential tips to follow. Defining the emerging role of the Company Secretary, keeping up with the evolving needs of various facets of corporate and regulatory world, he urged the Members, to scale new heights by imbibing good governance practices, to redefine the role of a CS as a multi-talented personality catering to the varied needs of Industry, with More Governance – Less Government mantra.

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Post essential announcements regarding the forthcoming programmes, the Seminar concluded with the formal vote of thanks propounded by CS R Venkataramana, Vice-Chairman, Hyderabad Chapter. Study Circle Meeting th

On 11 January, 2016 Chapter organized a Study Circle Meeting on Sexual Harassment Policy Frame WorkPrinciples and Practices at Chapter Premises. CS Issac Raj P.G, Chairman of the Chapter welcomed the participants and informed that importance of the Sexual Harassment and also informed many working women face sexual harassment at the workplace. He said that it is the responsibility of every employer to ensure safety of women and good work environment in and around offices to improve more women power in serving the corporate sector. He also emphasized that Govt. of India Committed to promote gender equality and women's empowerment across ever sector. CS Padma Shenoy , Manager Secretarial, Tata Projects Ltd was the speaker. In her speech. She emphasized on Fundamental rights and rights, Before 1997, women experiencing SHW had to lodge a complaint under Section 354 of the Indian Penal Code that deals with the 'criminal assault of women to outrage women's modesty' also coded Section 509 that punishes an individual/individuals for using a 'word, gesture or act intended to insult the modesty of a woman' etc. Further she spoke on Scope of POSH Act ,What is sexual harassment?, Circumstances considered as Sexual Harassment. How to lodge a complaint, Punishment, Key Guidelines, Responsibilities as employee& HR. She also explained about the types of Sexual Harassment and Myths and Facts. The program was lively with active participation by the members present. CS R. Venakta Ramana, Secretary of the Chapter proposed a vote of thanks. Seminar on FEMA-Online Filing through EBIZ Portal th

On 18 January, 2016 Chapter organized a Seminar on 'FEMA-Online Filing through EBIZ Portal' at Abode by Venakteswara Hotel. CS Issac Raj P.G, Chairman of the Chapter welcomed the participants and informed about the importance of the FEMA online filling and its advantages. Shri A O Basheer, General Manager, Foreign Exchange Department, Central Office, Mumbai who was the speaker for the seminar. In his address he spoke on Aboute Biz, Steps for a Business User for Application Submission on eBiz, Steps for Processing of Application by AD Bank – Advanced, Foreign Remittance, Steps for Resubmission of Application, Steps for applicant to apply for refund approval, Steps for applicant to apply for refund approval. He further emphasized on Steps to process refund approval request, Steps for Processing of Application by AD Bank – FC-GPR, Steps for Processing of Application by AD Bank – FC-TRS, Implementation requirements for AD Banks. CS G. Murali Krishna, SBS Company LLP, Chartered Accountant, Hyderabad was the speaker. He explained about Definition of Resident in India, Definition of Non Resident Indian/ PIO, Types of FDI, Entities permitted to invest in India, Types of Instruments, Allotment of shares – Flow, Foreign Investment – Prohibited Sectors,

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Investment in Firms/ Proprietory Concern/ AOP/BO, Transfer of Shares / CCPS/ CCD, Issue of securities – other cases, Pledge of Shares, Changes in FEMA through Finance Act, 2015. He also narrated Compounding of offenses, ECB – Policy & Procedures, FEMA Trigger Points, What is ECB, Regulator and Importance of ECB, External Commercial Borrowings, Automatic Route- Eligible Borrowers, Automatic Route- Recognized Lenders, Automatic Route - Parking of ECB Proceeds, Recurring Compliances, Conversion of ECB Into EquityConditions, Conversion of ECB Into Equity- Reporting Technical sessions were followed by an active interaction with speakers by the participants; speaker clarified the doubts raised by the participants. CS R. Venkata Ramana, Secretary of the Chapter proposed vote of thanks. st

Inaugural Session of 1 Batch of Skill Development Programme th

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On 18 January, 2016 Chapter organized 1 Batch of Skill Development Programme at Chapter Premises. The session was inaugurated by CS Sanjay Choudhary, Chief Financial Officer, DQ Entertainment International Ltd. was the Chief Guest and Inaugurated the programme. CS Issac Raj P.G Chairman of the Chapter welcomed the participants and narrated the pencil story and said that we should prepare ourselves for the corporate world. He quoted as you saw, so shall you reap. CS Sanjay Choudhary, Chief Financial Officer, DQ Entertainment International Ltd., Chief Guest of the program emphasised on the difference between an amateur and a professional. He said that this type of programs will help build upon professional habits. He emphasised the way the Company Secretary curriculum is changing for good cause and improving and giving many opportunities for the professionals. He said Company Secretary should have good multiple skills aptly and also said that professional ethics plus high quality knowledge gives a successful person. He said that there no end to learn for any one at all levels. CS K P C Rao, Member- Managing Committee addressed the participants as future Corporate Governors and advised the students to do a SWOT analysis. CS R. Venkata Ramana, Secretary of the Chapter proposed vote of thanks st

Valedictory Session of 1 Batch of Skill Development Programme On 22nd January, 2016 Chapter organized 1st Batch of Skill Development Programme at Chapter Premises. CS Mahadev Tirunagari, Chairman of the Chapter welcomed the Chief Guest of the program and the participants. In his welcome address, he stressed the importance of positive attitude, willingness to learn things and possessing good communication skills. He also advised the participants not to confine themselves to be a Company Secretary but also to achieve higher goals more importantly to acquire multiple skills like managerial and entrepreneurial skills and adapt to take ownership of any higher roles and decision maker either in employment or in practice. CS V Pashupati Kumar, Director- Deloitte Advisory, Regulatory, Forensics & Compliance, Deloitte & Touche Assurance and Enterprise Risk Services, India Private Ltd., the Chief Guest of the program in his address shared his corporate experience and said that he is passionate about client services. He also shared his

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experience on various matters relating to conducting of Board meeting, handling clients and their requirements. He has clarified the queries raised by the participants. Certificates for the participants were distributed by the Chief Guest and other dignitaries. CS M.V. Ravi Kumar, Secretary of the Chapter proposed vote of thanks. Interactive Meeting 0n 24th January, 2016 Chapter organized a Interactive Meeting with CS Sivakumar P, Chairman, The ICSISIRC and CS C. Ramasubramaniam, Council Member, The ICSI. CS Mahadev Tirunagari, Chairman welcomed the dignitaries and students and informed the students about the importance of the visit of the Chairman, SIRC and Council Member and advised the students to interact with the Chairman, SIRC & Council Member, ICSI. The dignitaries addressed the students and said about the Company Secretaryship Course and the opportunities, and also how the professional courses are different from traditional courses and the Initiatives of the ICSI. They also guided them how to come out successfully in the professional examinations and also explained about the job opportunities in employment and in practice and advised the students to work hard with dedication to complete the Course and succeed in life. During the Interactive Session various queries were raised by the students which were answered in detail by the Chairman, SIRC and Council Member, The ICSI and other dignitaries CS A Mohan Kumar, Treasurer- The ICSI- SIRC and CS P S Shastry, Member, the ICSI- SIRC also graced the occasion and addressed the Students. CS M.V. Ravi Kumar, Secretary of the Chapter, Proposed vote of thanks. Republic Day Celebrations On 26th January, 2016 Chapter has celebrated 67th Republic Day at its Chapter Premises. CS V. Ahalada Rao, Council Member, ICSI along with CS Mahadev Tirunagari , Chairman of the Chapter hoisted the National Flag and addressed the gathering. It was followed by rendering of National Anthem by all the participants. CS R Ramakrishna Gupta, Secretary of the SIRC, CS R. Venkata Ramana, Vice Chairman of the Chapter, CS Rahul Jain, Treasurer of the Chapter, CS S. Kavitha Rani, Managing Committee Member of the Chapter, CS Datla Hanumanta Raju, Former President, the ICSI and CS S. Balachandra, Member graced the occasion and addressed on the occasion and emphasized on the importance of Republic Day and expressed the wish about Company Secretaries participating in the development of Nation and seeing India as developed Nation. A good number of students also participated in the republic day celebrations. CS M.V. Ravi Kumar, Secretary of the Chapter proposed a vote of thanks.

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Flash Mob Dance As a part of 67th Republic Day celebrations, on 26th January, 2016 the Hyderabad Chapter organized a 'Flash Mob Dance' on 'Patriotic Songs' by its students at Eat Street, Necklace Road, Hyderabad in remembrance of the sacrifices done by our Freedom Fighters and National role models. The students and members of the Chapter has participated in a large number along with the general public present at Eat Street, which is a primarily located and regularly visit by youth. The purpose of organizing this event is to spread the patriotism among public and especially in the Youth, in order to bring more emphasis on the responsibilities of youth towards building the nation. A large number of general public viewed the show and as a Awareness about the CS Course, the Chapter has distributed the CS Course pamphlets to the general public. The Painting competition was also conducted to the children on the occasion. The program was covered by print and electronic media. Around 10 Minutes show was telecasted by TV Channel and also covered/published in print media by few newspapers.

Kochi Chapter CAREER AWARENESS PROGRAMME Initiated by SIRO, The Kochi Chapter of SIRC of the ICSI was privileged to organize a career guidance session th at the Easobhavan College for Women, Ernakulam, on the 29 of December 2015 at 10AM.The programme was attended by around 130 students of the third year B.Com and M.Com. Dr. P.V John, Fellow Member of the Institute addressed the students. Prof. Dominic Savio, Principal, Easobhavan College, Ernakulam, welcomed the ICSI team to the College. Dr. P.V John, delivered his speech and informed the gathering about the value of pursuing Company Secretaryship course. He motivated the students by explaining about the CS course and the opportunities available after completion of Company secretary ship Course both in employment and in practice. The session by Dr. P.V John proved to be an eye opener for the students about the opportunities that they can avail once they clear the course. Ms. Roby Joseph, Office in Charge of Kochi Chapter explained the details of CS Course viz., stages, duration, eligibility, fee details, subjects, mode of registration etc. The details of oral coaching, scholarship, placement and training services etc were also explained. Course pamphlets were distributed to all the participants during the programme. The Students were inquisitive about the course and had queries on topics like the duration of the course, marks required etc. The program was wound up by 12.00 pm. CAREER AWARENESS PROGRAMME ICSI Kochi Chapter conducted a Career Awareness Session at Sree Vidyadhi Raja Nss College, Vazhoor, Kottayam on 20th of January 2016. CS. Jyothi Savithri addressed the session. During the programme a power point presentation on “Road Map to CS” was made which highlighted all details of CS Course viz., stages, duration, eligibility, fee details, dates of registration, subjects, mode of registration etc. The details of oral coaching, scholarship, placement and training services etc were explained. The presentation aimed at familiarising students about pursuing CS as a better career option. The leaflets on CS Course were distributed to the students during the programme.

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The session remained interactive and the programme concluded by 1.00pm with in-depth sight into the profession of company secretaries. The programme was well attended by 125 students PROFESSIONAL DEVELOPMENT PROGRAMME ON 'PRINCIPLES OF INTERPRETATION OF STATUTES' HELD ON JANUARY 23, 2016 Kochi Chapter of Institute of Company Secretaries of India (ICSI) has organized a Professional Development Program on “PRINCIPLES OF INTERPRETATION OF STATUTES ALONG WITH CASE LAWS” on Saturday, January 23, 2016 at Kochi chapter premises. The Program started at 5.00 P.M. with welcome speech by CS Syam Kumar R., Chairman of Kochi Chapter which was followed by a formal introduction of speaker by CS. Arun K. Kamalolbhavan, Vice Chairman. The speaker for the session CS. Asish Mohan explained the literal meaning of Statutes under various laws. He is of view that interpretation of statute is the process of ascertaining the true meaning of the words used in a statute. When the language of the statute is clear, there is no need for the rules of interpretation. But, in certain cases, more than one meaning may be derived from the same word or sentence. It is therefore necessary to interpret the statute to find out the real intention of the statute. Thereafter he appraised participants the applicable sections on interpretation of statutes under Companies Act, 2013. Then he promulgated some important case laws relating to interpretation of Statutes. He inter-alia explained important rules of interpretation viz., Rule of Literal Interpretation, Golden Rule of Interpretation, Rule of Reasonable Construction and Rule of Harmonious Construction, which are commonly used while interpreting statutes. He described it with the help of examples. Thereafter he presented certain slides which confer confusion while interpreting certain statutes especially the Companies Act, 2013. 'Without prejudice to the provisions of the Act', 'Subject to the provisions of the Act', 'Save as otherwise', 'Unless otherwise provided', 'Notwithstanding anything contained in this Act' etc… are the some of the examples. At the end, he gave an overview of 'Internal Aids to Interpretation' and 'External Aids to Interpretation'. The programme concluded with vote of thanks by CS. Mithun B. Shenoy Secretary of Kochi Chapter of ICSI.

Madurai Chapter Student Meet-2016 and Inauguration of New Oral Coaching Classes June 2016 On 01st January 2016 at Hotel Metropole – Inauguration of Oral Coaching classes for the academic year 2016. The Chairman CS.V. Vijayaraghavan welcomed the gathering and pointed out the importance of CS profession in the context of the Companies Act, 2013 and subsequent amendments of the Act. He further emphasised that the students should take up the Course seriously since it is a profession and career oriented and they should concentrate on the study materials supplied by the Institute and also look for more case laws of the present context in order to be thorough with the subject. Moreover as a professional there should be perfection and they should be aware of the latest developments in the field and hence concentration is required to know more about the subject and that they have to spend daily a couple of hours to refresh their knowledge on the subject. He also emphasized the students that they should read the study material and other

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book references thoroughly in order to be completely informed on the subject to answer their examination and also to come out in flying colors at the examination. He also explained the scope and future for the profession in the present context of global as well as Indian economic developments and also wide scope for practice of the profession since more channels for practice is available for Company Secretaries. CS.Umamahesh, LIC (HFL),Manager(operations) inaugurate the programe and gave a motivational speech to the students.The faculties who spoke on that occasion also emphasized the need of hardworking and understanding the subject thoroughly in order to come out successfully in the examination and achieve their goal to become CS professional. Seminar on corporate Governance A seminar on theme “Less Government and More Governance” was organized during Corporate Governance Week on 09th January 2016 which was well attended by the Members and students as well as executives from Nidhi Companies for whom a special session on Nidhi Companies was arranged. The program was presided over by Shri D. Nagendra Rao, Chairman – SIRC of ICSI Chennai. The Chairman CS.V.Vijayaraghavan in his welcome address informed the gathering that the programme of the Corporate Governance week has been organized by ICSI, Madurai Chapter in line with our head quarters (New Delhi) ICSI guidelines and under the Companies Act, 2013 etc., He informed the meeting that to articulate the importance of Corporate Governance especially in the context of Global Corporate Standards on more transparency, Code of Conduct and Good ethics to be followed by the Business Houses to enable them to meet the required standards in this regard, the seminar has been organized today. He also explained about the Corporate Governance importance in the context of achieving economic and social goals and to deploy efficient use of resources etc., in order to enhance the quality of services rendered by the Corporates to the society. He further emphasis the role of Company Secretaries in effective Corporate Governance who is in-house compliance manager, consultant and advisor to the Board of the Company and the one whom Board of Directors readily look upon for implementation of required standards and to ensure compliance in this regard. Mr. Nagendra Rao, Chief Guest while speaking on Corporate Governance informed the gathering that the discipline for Corporate Governance should come within and companies should be more transparent in their transactions and to follow the prescribed standards in order to meet the required global quality. He also emphasis that the profession of Company secretaries for more looked upon by the management to carry out the activities of Corporate Governance in a Corporate atmosphere. Corporate Governance appreciation awards were presented by the Chapter for 12 Selected Companies in and around Madurai in appreciation of their Corporate Governance exercise adopted by them and the ethics and code of conducts followed in this regard.

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Thereafter two sessions on Role of Nidhi Companies in the wake of Companies Act, 2013 and SEBI (Regulations), 2015 (LODR) was organized and the respective speakers Shri. CS. P. Sriram, practicing Company Secretary and CS. R. Prakash, DGM, H.C. Kothari Group of Companies, Chennai explained the concept of their topics to the delegates. The meeting was well organized by the Chapter In-charge Shri. T. Raja. Career Awareness programme On 08.1.2016 chapter organised CS course Foundation programme awareness programme at Goods sphered Matriculation school for +1,&2 students. Around 400 students participated. Shri. T.Raja chapter office in charge speaking on CS foundation course procedure, admission, examination pattern, course fees structure and opportunities in the employment side. MEGA REPUBLIC DAY CELEBRATION AND EYE DONATION CAMP was organized by the Madurai Chapter of Southern India Regional Council of Institute of Company Secretaries of India in Association with Aravind Eye Hospitals, Lions Club Madurai Victory and Thendral. Tri-Colour Flag was hoisted by the Chairman of Madurai Chapter CS.P. Rajavel ,at the Chapter's Premises with all fervor and reverence. Inaugural Address was delivered by the Chairman where the importance of Start up India of Priminister Modi was elaborated. Mr.Balaji, co-ordinator from Aranvind Eye Hospital, Lion N. Nanmani, Zone Chairperson, Lion. Saravanan and Lion.Vairavan, Zone-Chairman felicitated the program where the interest of the Nation was insisted on every walk of our life. Along with the representative from those oragnisation spoke about eye donation and important to the nation. th And service to the mankind. ICSI Madurai chapter celebrated 67 republic day function today in grand manner and it was well attended the members, faculties, students and others public to whom we have extended invitation for republic day. The meeting was well organized by the Chapter In-charge Shri. T. Raja and most of the participants voluntarily came forward to donate around 70 members and students their eyes was the highlight of the program. The Secretary of Chapter CS. Nagasundaram proposed Vote of Thanks.

Mysore Chapter Career Awareness Programmes Mysore Chapter of ICSI conducted 7 Career Awareness Programmes in Mandya & Chamarajnagar Districts through Counsellor during the month S.NO

1

2

NAME OF THE SCHOOL/COLLEGE WITH ADDRESS S C M M PU COLLEGE MADDUR TALUK MANDYA DISTRICT GOVERNMENT PU COLLEGE BHARATHI NAGAR MANDYA DIST

ADDRESSED BY

NO. OF STUDENTS

DATE

MR. RAVI KUMAR S

70

14.12.2015

MR. RAVI KUMAR S

99

14.12.2015

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Chapters’ Activity Report January 2016

3

4

GOVERNMENT PU COLLEGE MADDUR MANDYA DISTRICT GOVERNMENT PU COLLEGE MANDYA

MR. RAVI KUMAR S

64

14.12.2015

MR. RAVI KUMAR S

108

15.12.2015

MR. RAVI KUMAR S

84

21.12.2015

184

06.01.2016

86

07.01.2016

GOVERNMENT PU COLLEGE 5

KODIYALA, SRIRANGAPATNA TALUK MANDYA DISTRICT JSS PU COLLEGE,

6

KOLLEGALA CHAMRAJNAGAR DISTRICT JSS COLLEGE,

7

YALANDURU CHAMRAJNAGAR DISTRICT

PROF. NIRANJANA BABU REDDY

PROF. NIRANJANA BABU REDDY

In all the above sessions the Counsellor highlighted the importance of making the right career choice so as to be successful in life. Then he spoke about the role of a Company Secretary and importance of the profession of Company Secretary in the changing economic scenario. Brochures containing brief details of the Company Secretaryship Course were distributed to the participants. Various doubts and issues raised by the participants were clarified Crash Course for Executive Program In view of December 2015 Examinations, Mysore Chapter of ICSI arranged Crash Course for Company Law th th & Economic and Commercial Law subjects of Executive Program on 12 & 13 December 2015 in Chapter Premises. CS Ashwin Bhat handled the Company Law & CS Mohan B K handled the Economic & Commercial Law subject. The students in and around Mysore has participated in the Crash course conducted by the Chapter. Inauguration of Oral Coaching Classes on 01.01.2016 On 01.01.2016, Mysore Chapter organized an inaugural session of its Oral Coaching Classes for June 2016 examination for Foundation and Executive programme students at Chapter Premises. CS Ajay Madaiah B B, Member, Mysore Chapter Managing Committee, 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. The regular classes started immediately after conclusion of the inaugural session. Session of How to Prepare for Exams & How to Approach the Subjects th

On 08 January 2016, Mysore Chapter of ICSI organized a Special Lecture in the topic “How to prepare for the Exams & How to approach the subjects” especially for the Executive Students. CS Bhagya M G, Member of Mysore Chapter of ICSI was the speaker for the programme.

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She explained the various techniques like time management, positive attitude, self-confidence, study plan, revise & review, writing and presentation skills to be followed by the students while preparing for the exams. She also explained to how to handle the objective type subjects & descriptive subjects. Students from in and around Mysore participated in the session & clarify the doubts regarding the exam preparation. The students also mentioned the session was very useful for them to prepare for the upcoming examinations.

Mangalore Chapter INAUGARATION OF ORAL COACHING CLASSES FOR MADULE-II OF CS EXECUTIVE PROGRAMME The oral Coaching Class for Module-II of Executive Programme for June 2016 session was inaugurated on 1101-2016 at 4.pm at the Mangalore Chapter office premises. 16 Students for Executive Module-II have been registered as on date and Class are conducted daily. The oral Coaching Classes inauguration by the Chapter office Chairman CS Narasimha Pai , Inauguration concluded with the vote of thank by the Students.

Salem chapter One Day Special Lecture on “The Companies Act, 2013” One day Special Lecture programme on “The Companies Act, 2013” was organized jointly by Salem Chapter of the Institute of Company Secretaries of India, Salem and Vivekanandha College of Arts and Sciences for Women (Autonomous), Tiruchengode, Namakkal District at the college premises from 10.30 am. Nearly 450 women students of UG & PG Final year & faculty members of commerce discipline participated in this programme which was coordinated by the Department of Commerce. Prof. Dr. M. Karunanithi, Chairman and Secretary of the Vivekanandha Educational Institutions presided over the programme. Special Address on the topic was presented by CS N. Santhanam, Secretary, Salem Chapter of the ICSI.

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Dr. B.T. Sureshkumar, Principal, Dr. V. Kumaravel, Dean – Academic, Commerce, Management and Computer Science of the College gave their felicitations. Earlier all the dignitaries lighted the traditional kuthuvilakku to mark the inauguration of the programme. Dr. M. Hajera Banu, Head of Department of Commerce welcomed the gathering. Dr. B.T. Sureshkumar advised the students to be attentive in learning what the guest is going to share his views on the new topic of the day which is essential for their future learning. The College brings in Guest Lectures to facilitate the students in higher learning and honing their skills. Dr. V. Kumaravel narrated a few significant changes brought out by the new legislation and advised the students to unlearn the old Companies Act, 1956 and to learn the nuances of the new Companies Act, 2013 for which experienced and qualified Company Secretaries are brought in to educate the students. CS N. Santhanam highlighted the difference between the Companies Act, 1956 and the Companies Act, 2013 and drew reference as to what circumstances necessitated to bring in the Companies Act 2013 given the global economic scenario. Key areas such as the increase in number of shareholders in the private company from 50 to 200, empowerment of women by appointment of woman director in certain companies, key managerial personnel, self-governance, corporate governance norms, transparency in dealings, compliance of Companies Act and all other legislations related to the corporate, need for a company secretary professional to address and comply such requirements in advising and assisting the Board and Members in conducting meetings etc. were deliberated. Dr. J. Kannan, Asst. Professor of Commerce Department gave vote of thanks. Career Awareness Programmes 1). On 17.12.2015, a Career Awareness Programme on CS Course was conducted by the Salem Chapter of the ICSI to the Students of Final Year UG & PG of Commerce Departments at Vivekanandha College of Arts & Sciences for Women (Autonomous), Elayampalayam, Tiruchengode, Namakkal District. Dr. J. Kannan, Assistant Professor, Dept. of Commerce co-ordinates and organize the programme. CS S. Gnanasekharan, Vice – Chairman of the Salem Chapter explained about the opportunities available and salary package offered by employers. After completing the course they have two options such as employment and practicing. He also added that practicing Company Secretaries can play a vital role in the corporate field, banking and insurance sectors, legal issues, valuer etc. S. Sundar Swamy, In – Charge of the Salem Chapter explained the details about stages, duration, eligibility, fee structure, dates for registration, subjects, mode of registration etc. He also deliberated about the Oral Coaching Class, Library Facilities available at the Chapter and also exam centre located at Salem. Queries raised by the students was clarified. 2). On 5.1.2016, a Career Awareness Programme on CS Course was conducted by the Salem Chapter of the ICSI to the Students of Higher Secondary Course (First Year – A section) at Government Higher Secondary School, Sarkar Kollapatty, Salem.

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Chapters’ Activity Report January 2016

CS N. Santhanam, Secretary of the Salem Chapter detailed the opportunities available, salary package, difference between the employment and practicing, role of a company secretary in a company and also present scenario of the profession. S. Sundar Swamy, In – Charge of the Salem Chapter deliberated about eligibility, stages, duration, fee structure, dates for registration, subjects and examinations. In addition to the above, he also explained about the oral coaching class and library facilities available at the Chapter. Queries raised by the students was clarified.

Visakhapatnam Chapter Career Awareness Programmes 1

Dr. S Ravi Kumar

PRV Sivaramakrishna

Associate NCC Officer

Chapter In Charge

03.01.2016

MR [A] College Degree Vizianagaram 2

Principal

PRV Sivaramakrishna

Mahathi Degree College

Chapter In Charge

06.01.2016

Visakhapatnam

1. Organized Students Interaction meeting with Joint Director Student Services and Joint Director Academics on 21st Jan 2015 at Visakhapatnam Chapter. Students are expressed their doubts on various syllabus for practice manuals etc., Joint Director Student Services, Joint Director Academics are explained about journals of Student Company Secretary and Members Chartered Secretary importance and also clarified the doubts and taken students suggestions. st

2. Organized Faculty Induction Programme on 21 Jan 2015 at Chapter Premises. Joint Director Student Services explained the Guidelines of Faculty, how to teach, interaction with students more in recent case laws, faculty updating on recent changes and completion of syllabus, conducting tests on periodically. Joint Director Academics explained recent developments in study material updation, suggested answers, supplementary material, Practice test manuals which are very useful to students for updating and examination point of view. Further noted faculties' suggestions for more developments. Faculties are very happy organized by Institute and requested to quarterly one programme even in e mode is required for sharing of knowledge and experience for more developments.

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Articles January 2016

RELATED PARTY TRANSACTIONS – Recent developments and present scenario

CS Dhanapal S

Practising Company Secretary Chennai

Related party transactions under the Companies Act have always been a contentious issue. During the enactment of Companies Act, 2013, the initial sentiment flowing around was that the procedural requirements relating to these interested contracts is being liberalized in the new era of self governance with more focus on transparency and disclosure rather on approval requirements. However, very soon, Corporate started feeling the sting of these provisions and the difficulty in their practical application. In drawing a simple comparison between the Companies Act, 1956 and the Companies Act, 2013 Companies Act, 2013 places more reliance on disclosure norms rather than on regulatory approvals. While the Companies Act, 1956 warranted approval of Central Government for related party transaction by large cap companies, Companies Act, 2013 calls for greater disclosures with members' approval. However, the scope of these transactions have been widened to include transactions relating to immovable property also which were earlier left outside the ambit of Section 297 of the Companies Act, 1956. Under the Companies Act, 2013, the whole concept of related party transactions has been capsulated in a single section, namely Section 188 which combines the erstwhile Sections 314 and 297 of the Companies Act, 1956 and also contains many new provisions within its scope. The section is deeply layered with many set of provisions and leaves the mind perplexed with its scope and coverage. The Ministry of Corporate Affairs have been active in issuing clarifications and amendments to these provisions to aid the corporate circles in addressing issues relating to compliance of the related party transactions norms. In this article, an attempt has been made to the analyse the concept of related party transactions under the Companies Act, 2013 as contained in Section 188 read with relevant rules made thereunder with amendments made since its introduction in April 2014 to give a quick idea to the readers regarding the position of the provisions as on date. Analysis of Section 188 of Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 Section 188 is placed in “Chapter 12 – Meeting of Board and its Powers”. Section 188 requires a company to obtain approval of the Board and of the members, in certain situations, prior to entering of any transaction or agreement with a related party. An analysis of Section 188 requires understanding the following: Applicability of the Section Definition/Meaning of Related Party

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Articles January 2016

Transactions which are deemed as related party transactions Nature of approvals required Restriction on Voting Rights Disclosure norms Exemptions/Non-applicability Consequences of non-compliance

We will proceed to understand the above provisions. v

Applicability of the Section Section 188 is applicable to both private as well as public companies and is applicable with effect from 01.04.2014.

v

Definition/Meaning of Related Party Section 2(76), read with rule 3 of Companies (Specification of definitions details) Rules, 2014, defines a related party as under: (i) (ii) (iii) (iv) (v)

a director or his relative; a key managerial personnel or his relative; a firm, in which a director, manager or his relative is a partner; a private company in which a director or manager or his relative is a member or director; a public company in which a director or manager is a director and holds along with his relatives,

(vi)

more than 2% of its paid-up share capital; any body-corporate whose Board of Directors, managing director or manager is accustomed to

(vii)

act in accordance with the advice, directions or instructions of a director or manager; any person on whose advice, directions or instructions a director or manager is accustomed to act: Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or

instructions given in a professional capacity; any company which is— · a holding, subsidiary or an associate company of such company; or · a subsidiary of a holding company to which it is also a subsidiary; (Note - This clause shall not apply in case of a Private Company vide Notification G.S.R. 464(E) dated (viii)

05.06.2015) (ix) such other person as may be prescribed; Additions made to definition of related party under the Rules For the purposes of sub-clause (ix) of clause (76) of section 2 of the Act, a director other than an independent director or key managerial personnel of the holding company or his relative with reference to a company, shall be deemed to be a related party. Related party as defined in Rule 2(e) of Companies (Meetings of Board and its Powers) Rules, 2014 “Related party” means a director or key managerial personnel of the holding company or his relative with reference to a company, shall be deemed to be a related party;

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Definition of Relative [Section 2(77)] ''relative'', with reference to any person, means anyone who is related to another, if— · · ·

they are members of a Hindu Undivided Family; they are husband and wife; or one person is related to the other in such manner as may be prescribed;

Additions made to definition of relative under the Rules A person shall be deemed to be the relative of another, if he or she is related to another in the following manner, namely:(1) Father: Provided that the term “Father” includes step-father. (2) Mother: Provided that the term “Mother” includes the step-mother. (3) Son: Provided that the term “Son” includes the step-son. (4) Son's wife. (5) Daughter. (6) Daughter's husband. Transactions which are deemed as related party transactions

v a) b) c) d) e) f)

sale, purchase or supply of any goods or materials; selling or otherwise disposing of, or buying, property of any kind; leasing of property of any kind; availing or rendering of any services; appointment of any agent for purchase or sale of goods, materials, services or property; such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company; and

g) underwriting the subscription of any securities or derivatives thereof, of the company:

Meaning of Office or place of profit for this purpose: “office or place of profit” means any office or place— (i) where such office or place is held by a director, if the director holding it receives from the company anything by way of remuneration over and above the remuneration to which he is entitled as director, by way of salary, fee, commission, perquisites, any rent-free accommodation, or otherwise; (ii) where such office or place is held by an individual other than a director or by any firm, private company or other body corporate, if the individual, firm, private company or body corporate holding it receives from the company anything by way of remuneration, salary, fee, commission, perquisites, any rent-free accommodation, or otherwise; Nature of approvals required

v ·

Approval of Audit Committee ü All related party transactions require prior approval of the Audit Committee.

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ü

Audit Committee may grant omnibus approval for related party transactions subject to the following conditions: (l) The Audit Committee shall, after obtaining approval of the Board of Directors, specify the criteria for making the omnibus approval which shall include the following, namely:a) maximum value of the transactions, in aggregate, which can be allowed under the omnibus

route in a year; b) the maximum value per transaction which can be allowed; c) extent and manner of disclosures to be made to the Audit Committee at the time of seeking

omnibus approval; d) review, at such intervals as the Audit Committee may deem fit, related party transaction entered into by the company pursuant to each of approval made; e) transactions which cannot be subject to the omnibus by the approval Audit Committee. (2) The Audit Committee shall consider the following factors while specifying the criteria for making omnibus approval, namely: a) Repetitiveness of the transactions (in past or in future); b) justification for the need of omnibus approval.

(3) The Audit Committee shall satisfy itself on the need for omnibus approval for transactions of repetitive nature and that such approval is in the interest of the company. (4) The omnibus approval shall contain or indicate the following: (a) name of the related parties: (b) nature and duration of the transaction; (c) maximum amount of transaction that can be entered into; (d) the indicative base price or current contracted price and the formula for variation in the price, if any; and (e) Any other information relevant or important for the Audit Committee to take a decision on the proposed transaction: Provided that where the need for related party transaction cannot be foreseen and aforesaid details are not available, audit committee may make omnibus approval for such transactions subject to their value not exceeding rupees one crore per transaction. (5) Omnibus approval shall be valid for a period not exceeding one financial year and shall require fresh approval after the expiry of such financial year. (6) Omnibus approval shall not be made for transactions in respect of selling or disposing of the undertaking of the company. (7) Any other conditions as the Audit Committee may deem fit. (The provision regarding omnibus approval of audit committed was introduced via the Companies Amendment Act, 2015 and the same has been notified to be effective from 14.12.2015.)

ü Every company needs to seek the approval of its Board of Directors for entering into any related party transaction, as listed above, irrespective of the capital of the company or the value of the transaction. ü Approval of the Board has to be sought at a duly convened meeting of the Board and same cannot be obtained by passing of a resolution by circulation.

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ü Where any director is interested in any contract or arrangement with a related party, such director shall participate in the Board Meeting in which the contract or arrangement is discussed. As per Rule 15 of the Companies (Meeting of Board and its powers) Rules, 2014, where any director is interested in any contract or arrangement with a related party, such director shall not be present at the meeting during discussions on the subject matter of the resolution relating to such contract or arrangement. · Approval of Members (The requirement of seeking special resolution has been done away with vide Companies Amendment Act, 2015 effective from 29.05.2015 and an ordinary resolution will also suffice now)

For the purposes of first proviso to sub-section (1) of section 188, except with the prior approval of the members of the company, a company shall not enter into a transaction or transactions, where the transaction or transactions to be entered into, (a)

as contracts or arrangements with respect to clauses (a) to (e) of subsection (1) of section 188, with criteria as mentioned belowsale, purchase or supply of any goods or materials, directly or through appointment of agent, exceeding 10% of the turnover of the company or Rs. 100 Crores, whichever is lower, as mentioned in clause (a) and clause (e) respectively of sub-section (1) of section 188; ii. selling or otherwise disposing of or buying property of any kind, directly or through appointment of agent, exceeding 10% of net worth of the company or Rs. 100 Crores, whichever is lower, as mentioned in clause (b) and clause (e) respectively of sub-section (1) of section 188; iii. leasing of property of any kind exceeding 10% of the net worth of the company or 10% of turnover of the company or Rs. 100 Crores, whichever is lower, as mentioned in clause (c) of sub-section (1) of section 188; iv. availing or rendering of any services, directly or through appointment of agent, exceeding 10% of the turnover of the company or Rs. 50 Crores, whichever is lower, as mentioned in clause (d) and clause (e) respectively of sub-section (1) of section 188: i.

· ·

·

(b)

is for appointment to any office or place of profit in the company, its subsidiary company or associate company at a monthly remuneration exceeding Rs. 2.5 Lakhs as mentioned in clause (f) of sub-section (1) of section 188; or

(a)

is for remuneration for underwriting the subscription of any securities or derivatives thereof, of the company exceeding 1% of the net worth as mentioned in clause (g) of sub-section (1) of section 188.

ExplanationThe limits specified in sub-clauses (i) to (iv) shall apply for transaction or transactions to be entered into either individually or taken together with the previous transactions during a financial year. The Turnover or Net Worth referred in the above provisions shall be computed on the basis of the Audited Financial Statement of the preceding financial year. The requirement of passing the resolution shall not be applicable for transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

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·

This provision of seeking member's approval shall not apply to a Government Company in respect of contracts or arrangements entered into by it with any other government company and in case of an unlisted Government Company in respect of contracts or arrangements other than those referred before, in case such Company obtains approval of the Ministry or Department of the Central Government which is administratively in charge of the Company, or, as the case may be, the State Government before entering into such contract or arrangement. (Notification G.S.R. 463(E) dated 05.06.2015).

v

Restriction on voting on member's resolution No member of the company shall vote on any resolution, to approve any contract or arrangement which may be entered into by the company, if such member is a related party. Exemptions: · This provision is not applicable to a Private Company. (Notification G.S.R. 464(E) dated 05.06.2015). · This provision shall also not apply to a Government Company in respect of contracts or arrangements entered into by it with any other government company and in case of an unlisted Government Company in respect of contracts or arrangements other than those referred before, in case such Company obtains approval of the Ministry or Department of the Central Government which is administratively in charge of the Company, or, as the case may be, the State Government before entering into such contract or arrangement. (Notification G.S.R. 463(E) dated 05.06.2015).

v ·

Disclosure norms Disclosures to be made in notice of Board Meeting The agenda of the Board meeting at which the resolution is proposed to be moved shall disclose: § name of the related party and nature of relationship; § nature, duration of the contract and particulars of the contract or arrangement; § material terms of the contract or arrangement including the value, if any;

§ any advance paid or received for the contract or arrangement, if any; and § the manner of determining the pricing and other commercial terms, both included as part of contract and not considered as part of the contract; § whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors; and § any other information relevant or important for the Board to take a decision on the proposed transaction. ·

Disclosure by interested directors Every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into § with a body corporate in which such director or such director in association with any other director, holds more than 2% shareholding of that body corporate, or § with a body corporate in which such director is a promoter, manager, Chief Executive Officer of that body corporate; or § with a firm or other entity in which, such director is a partner, owner or member, as the case may be shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and in case of a Public Company, shall not participate in such meeting.

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Where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested. Disclosures to be made in the explanatory statement to be annexed to notice of general meeting:

·

§ § § § §

·

name of the related party ; name of the director or key managerial personnel who is related, if any; nature of relationship; nature, material terms, monetary value and particulars of the contract or arrangement; any other information relevant or important for the members to take a decision on the proposed resolution.

Disclosures to be made in Board's Report: § Every related party transaction or contract shall be disclosed in the Board's report along with the

justification for entering into such contract or arrangement. § Form AOC 2 has been prescribed for providing details of related party transaction or contracts in

the Board's report. ·

Disclosures to be made in Register of contracts or arrangements in which directors are interested Every company shall maintain one or more registers in Form MBP 4, and shall enter therein the particulars of contracts or arrangements with a related party with respect to transactions to which section 188 applies.

v

·

Consequences of non-compliance Where any contract or arrangement is entered into by a director or any other employee, without obtaining the consent of the Board or approval by a resolution in the general meeting, as the case may be, and if it is not ratified by the Board or, as the case may be, by the shareholders at a meeting within three months from the date on which such contract or arrangement was entered into, such contract or arrangement shall be voidable at the option of the Board and if the contract or arrangement is with a related party to any director, or is authorised by any other director, the directors concerned shall indemnify the company against any loss incurred by it.

·

Additionally, the company can also proceed against a director or employee who had entered into such contract or arrangement in contravention of the provisions of this section for recovery of any loss sustained by it as a result of such contract or arrangement.

·

Any director or any other employee of a company, who had entered into or authorised the contract or arrangement in violation of the provisions of this section shall – (i) in case of listed company, be punishable with imprisonment for a term which may extend to 1 year or with fine which shall not be less than Rs. 25,000/- but which may extend to Rs. 5,00,000/-, or with both; and (ii) in case of any other company, be punishable with fine which shall not be less than Rs. 25,000/- but which may extend to Rs. 5,00,000/-.

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Article on Legal Updates January 2016

Regulatory Updates during Jan 2016 CS Achuthan R

Ministry of Corporate Affairs

Company Secretary

CS Sanka Indrani

Company Secretary

1. Notice inviting comments on the draft rules w.r.t. NCLT related provisions under the Companies Act, 2013 dated January 28, 2016 Notice date: January 28, 2016 Applicability: To all companies Crux of the Notice: -

For the purpose of constitution of NCLT/ NCLAT the Ministry had set up a committee on July 17, 2015 to examine the draft rules and procedure that are to be followed by NCLT/ NCLAT. The draft rules have been placed on the Ministry's website inviting suggestions/ comments on the draft rules.

2. Companies (Incorporation) Amendment Rules, 2016 Notification dated: Jan 22, 2016 Applicability: To all companies Crux of the Notification: -

All applications for reservation of name, in Form INC- 1 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 would now be directed to the Registrar, Central Registration Centre. The operations of CRC has commenced with effect from 27th Jan 2016 More fully the revised version of Form INC-1 is modified w.e.f 26th Jan 2016.

3. Whether Hindu Undivided Family (HUF) / its Karta can become partner/ Designated Partner (DP) IN Limited Liability Partnership (LLP) Circular No: 2/2016, F.No. 1/13/2012 CL-V dated January 15, 2016 Reference: General circular no 13/2013 Applicability: To HUF and LLP Crux of the Circular: -

Under general circular no 13/2013 dated July 29, 2013, it is clearly said that as per section 5 of LLP Act, 2008 only an individual or body corporate may be a partner in a Limited Liability Partnership. Also it is clearly said that a HUF cannot be treated as a body corporate for the purposes of LLP Act, 2008. Therefore, it was said in the then circular that a HUF or its karta cannot be designated partner in LLP. Making it evident that only an Individual or a body corporate may be a partner in a LLP

-

Drawing a reference to the above referenced general circular the Ministry now clarifies further that HUF is not treated as a Body Corporate for the purpose of LLP Act, 2008 therefore HUF or its Karta cannot become partner or designated partner in LLP.

4.

Frequently asked questions with regard to Corporate Social Responsibilities under Section 135 of the Companies Act, 2013

Circular No: 1/ 2016 dated Jan 12, 2016 Applicability: Companies who satisfy the following criteria: Net worth>=INR 500 Crores OR Turnover>= INR 1000 Crores OR Net Profit >=INR 5 Crores

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ICSI-SIRC eNewsletter January 2016

Crux of the Circular: The ministry with the intention of facilitating the effective implementation of CSR has prepared the FAQs for several queries and references, received and that are likely to be received by the Ministry seeking further clarification on various issues relating to CSR provision of the Act. -

This circular is issued in continuation to the Ministry's general circular dated June 18, 2014 and September 17, 2014

2. Others: Last date of filing forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) for the state of Tamilnadu and Puducherry was extended till 30th Jan 2016 without additional fee Ministry of Labour and Employment 1. THE PAYMENT OF BONUS (AMENDMENT) ACT, 2015 Notification: dated January 1, 2016. Effective: Retrospective from 01st April 2014 Applicability: All Businesses covered under Payment of Bonus Act 1965 Crux of the Notification: Wage Limit for employees eligible for Bonus increased from INR 10000/- to INR 21000/Salary Limits for calculation of Bonus Payable double to INR 7000/- (or Minimum wages, whichever is higher), from the earlier limit of INR 3500/2. The Employees' Provident Funds Appellate Tribunal (Procedure) Rules, 2016 Notification: dated January 14, 2016. Applicability: All the companies Act Crux of the Notification: The notification replaces the existing Rule 6 and Rule 7 of the Employees' Provident Funds Appellate Tribunal (Procedure) Rules, 1997 as follows: Existing

To be replaced with

Rule 6: Place of filing appeals.—The appeal shall ordinarily be filed by the appellant with the Registrar of the Tribunal within whose jurisdiction:—

Rule 6: Place of filing appeals – the appeal shall ordinarily be filed by the appellant with the registrar of the Tribunal within whose jurisdiction the course of action has arisen.

(i) the appellant is residing for the time being, or (ii) the cause of action has arisen, or (iii) the respondent or any of the respondents against whom relief is sought, ordinarily resides Rule 7. Fee, time for filing appeal, deposit of amount due on filing appeal.—

Rule 7 Fee, time for filing appeal, deposit of amount due on filing appeal.—

(1) Every appeal filed with the Registrar shall be accompanied by a fee of Rupees Five hundred to be remitted in the form of Crossed Demand Draft on a nationalised bank in favour of the Registrar of the Tribunal and payable at the main branch of that Bank at the station where the seat of the said Tribunal situate.]

(1) Every appeal filed with the Registrar shall be accompanied by a fee of two thousand rupees to be remitted in the form of crossed demand draft on a nationalized bank in favour of the Registrar of the Tribunal and payable at the main branch of that Bank at the station where the seat of the said Tribunal is situated

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ICSI-SIRC eNewsletter

Announcement for Members January 2016

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

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January 2016

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ICSI-SIRC eNewsletter

Announcement for Students January 2016

26th MSOP Schedule

Venue of Programme

14th March 2016 to ICSI–SIRC House, 30th March 2016 9, Wheat Crofts Road, (excluding Sundays) Nungambakkam, Chennai – 34.

Contact

Chitra Anantharaman Deputy Director The Institute of Company Secretaries of India Southern India Regional Office 9, Wheat Crofts Road Nungambakkam, Chennai – 600 034. Phones: 044-28279898 / 28268685;9789039071 Email : [email protected]

This Participation fee is Rs.7500/- (including tea,lunch and MSOP Material) Outstation participation to make their own arrangements for stay.

CLASS ROOM TEACHING: Stage Executive Programme Subject wise W eek-end Classes for June 2016 examination

Professional Programme All Modules: W eek-end Classes for June 2016 examination Executive Programme – ModuleI Morning Batch for December 2016 examination Executive Programme – ModuleII Evening Batch for December 2016 examination Foundation Programme Morning Batch for December 2016 examination Foundation Programme Evening Batch for December 2016 examination

Date of Commencement 13.02.2016

Fee Subjects: Company Law Cost and Management Accounting Tax Laws and Practice

27.02.2016

Fees: Rs.2500/- per subject Rs.6100 per module

25.04.2016

Rs.6100

25.04.2016

Rs.5600

11.07.2016

Rs.5100

11.07.2016

Rs.5100

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ICSI-SIRC eNewsletter

Announcement for Students January 2016

THE INSTITUTE OF

Company Secretaries of India IN PURSUIT OF PROFESSIONAL EXCELLENCE

SOUTHERN INDIA REGIONAL COUNCIL

Statutory body under an Act of Parliament

ORAL COACHING CLASSES FOR EXECUTIVE PROGRAMME SUBJECT WISE WEEK-END CLASSES FOR JUNE 2016 EXAMINATION Date of Com m encem ent

Subject

13.02.2016

Com pany Law

13.02.2016

Cost and Management Accounting

13.02.2016

Tax Laws and Practice

Days and Tim ings

Saturdays: 01.30 p.m . to 03.30 p.m . Sundays: 07.00 a.m . to 09.00 a.m . Saturdays: 03.45 p.m . to 05.45 p.m Sundays: 09.15 a.m . to 11.15 a.m . Saturdays: 06.00 p.m . to 08.00 p.m . Sundays: 11.30 a.m . to 01.30 p.m .

Rs. 2500/Per Subject

The classes will be conducted till 22.05.2016 Classes will commence subject to a minimum of 20 students enrolling per subject.

WHY SHOULD YOU UNDERGO CLASS ROOM TEACHING [ORAL COACHING] AT ICSI-SIRC?

For further details please contact: ICSI-SIRC House 9, Wheat Crofts Road,Nungambakkam,Chennai- 600 034 Phone: (044) 28279898, 28268685 E-mail: [email protected]

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