Congratulations

NIRC - ICSI Newsletter | April 2016 1

Monthly•Volume XXXV•No.04•April, 2016

1 National Seminar on “Entrepreneurship, Skill Development and Governance in MSMEs”(19.03.2016): L to R CS Pradeep Debnath, CS Vineet Chaudhary, Shri K.K Jalan, IAS, (Secretary, Ministry of Micro, Small & Medium Enterprises, Govt. of India) – Chief Guest, CS (Dr.) Shyam Agrawal and CS Manish Gupta.

3 International Women’s Day - Program on the Theme “Empowering Women Inspiring Change”(8.3.2016): Addressing from L to R - CS Monika Kohli, CS Preeti Malhotra, Past President, ICSI; Dr. Tripti Sharan and Ms. Ruby Bhatia. CS Manish Gupta welcoming Prof. Asha Kadyan, Vice-Chancellor, Bhagat Phool Singh Mahila Vishwavidyalaya, Sonepat by presenting green planter.

2 One Day Workshop on “How to be an NCLT Practitioner?” (2.4.2016): (Left) CS Manish Gupta, CS Dhananjay Shukla, CS Rajeev Bhambri, CS Monika Kohli, CS NPS Chawla and CS Nitesh Sinha presenting memento to Hon’ble Mr. Justice D.R. Deshmukh, (Former Chairman, Company Law Board. (Right) Addressing from L to R Hon’ble Mr. Justice D.R. Deshmukh, (Former Chairman, Company Law Board (Chief Guest), Ms. Malini Sud, Advocate and Mr. P Nagesh, Advocate

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NIRC - ICSI Newsletter | April 2016 2

From the Chairman

CS Alka AroraRegional Director 09810375788

Dear Professional Colleagues,

It is my privilege & honour to take up my pen in the third month after assumption of office as Chairman, NIRC of the ICSI but at the same time this honour brings with it, many responsibilities & challenges which I need to execute and, I am sure with support of all learned fraternity members, I can reach any zenith for the betterment of the profession.

“The illiterate of the 21st century will not be those who cannot read and write, but those who cannot learn, unlearn, and re-learn.” As a Company Secretary, I believe in these words of Alvin Toffler as Corporate Laws are dynamic in nature and ever changing. We need to learn, un- learn and re- learn the Corporate Laws almost on daily basis, no matter at what stage of profession we are. I also recall Mahatma Gandhi’s words when he said: “Live as if you were to die tomorrow, learn as if you were to live forever”. Bharat Ratna Dr. Radhakrishnan, had also once said that the soul of success lies in life-long learning. These words of wisdom are worth emulating by all of us because our profession is also a process of life-long learning, acquiring knowledge and striving for excellence. Thus as Chairman- NIRC, I humbly request all my fellow professionals to keep updating themselves on routine basis.

The expectations of the society, today, from our CS fraternity is to have updated knowledge and expertise in our domain area. To fulfil the expectations of society, we have to work hard; maintain healthy network so as to have effective communication among our members. This will help us to sharpen our skills and to come out with fruitful outcomes.

In the current economic scenario, where the economy is going through a tough phase, the members of the Institute are required to emerge as true friends of the Corporate Sector on one side and assisting the Regulators on the other. The responsibility cast upon the members of the institute is a challenging one and we are taking it as an opportunity to prove our worth to the society. The process is a challenging one and requires action plan and some retrospection of our practices. The time and demand from the regulators requires disciplined ethical practices and we are fully committed to this.

In order to ensure updated knowledge, various programs have been organised by NIRC for the respected members and student during the month. A brief of the study sessions, seminars and programs is provided hereunder.

Members Programs organized during the month:�� On 8th March, 2016, NIRC has celebrated International Women’s Day by

organising Program on the Theme “Empowering Women Inspiring Change”. On this occasion Prof. (Dr.) Asha Kadyan, Vice-Chancellor, Bhagat Phool Singh Mahila Vishwavidyalaya, Sonepat was the key note speaker and CS Preeti Malhotra, Past President, ICSI; Dr. Tripti Sharan and Ms. Ruby Bhatia were the other speakers of the program.

“The first step in the acquisition of wisdom is silence, the second listening, the third memory,

the fourth practice, the fifth teaching others.”~ Solomon Ibn Gabirol

• From the Chairman 2-3• Articles 4-7• FAQs 8• Annual Sponsorship Scheme 9• YUVA Corporate Membership 10• Compliance Checklist 11-13• Forthcoming Programs 14• News From the NIRC 15-16• Corporate Membership 17-18• CSBF 19• Forthcoming Program 20-22

NIRC - ICSI Newsletter | April 2016 3

From the Chairman�� On 19th March, 2016 One day national seminar was organised in

collaboration with ICSI on “Entrepreneurship, Skill Development and Governance in MSMEs” at Hotel Shangri-La, New Delhi. The Chief Guest for the program was Shri K.K Jalan, IAS, Secretary, Ministry of Micro, Small & Medium Enterprises, Govt. of India. CS Shyam Agarwal, Vice President, ICSI; CS Vineet Chaudhary, Council Member of ICSI and Many guest speakers have expressed their views and had interaction with the members. About 350 members had participated in the program and benefited with the latest development going on in “Micro Small and Medium Entrepreneurship”.

�� �On 21st March, 2016 a Meeting of Company Secretaries in Practice on Preparedness of NCLT within the premises of NIRC-ICSI. The Guest Speaker was CS P K Mittal, Former Council Member, ICSI. The program was followed by Holi Celebration.

�� �On 26th March, 2016 One Day Workshop on Companies (Amendment) Bill 2016 was organised at NIRC. The Guest Speaker was CS Vinod Kothari, Partner of M/s. Vinod Kothari & Co., Practising Company Secretaries.

�� �On 27th March, 2016 Study Session on NCLT is organised at NIRC premises. The Guest Speaker was CS NPS Chawla, immediate Past Chairman of NIRC-ICSI.

�� �On 28th March, 2016 Empowerment Series on Opportunities under FEMA. The guest Speaker was CS Atul Mittal, Former Central Council Member, ICSI. 

�� �On 2nd April, 2016 Workshop on NCLT on theme “How to be an NCLT Practitioner?” in which Hon’ble Mr. Justice D.R. Deshmukh, Former Chairman, Company Law Board has delivered the key note address and Ms. Malini Sud, Advocate and Mr. P Nagesh, Advocate have shared their views on the topic.

Students Programs organized during the month:

�� �On 18th March, 2016 Valedictory Function of 230th MSOP was organised at NIRC-ICSI premises. Mr. Chandrashekhar, MD, Tarini Group of Companies was the Chief Guest for the occasion.

�� �On 20th March, 2016 Valedictory Function of 231st MSOP was organised at Bhilwara under the banner of NIRC-ICSI. The Chief Guest for the program was CS R.L. Nolkha, Chairman, Nitin Spinners Ltd.

�� �On 21st March, 2016 Inauguration of 232nd MSOP was organised at NIRC premises. The Special Guests for the occasion were CS Brijesh Daga, Vice President & Company Secretary, J K Lakshmi Cement Ltd. and Mr. Sanjay Sharma, Advocate.

�� �On 28th March, 2016 Inauguration of 233rd MSOP was organised at NIRC premises. The Chief Guest was CS G P Madaan, Past Chairman, NIRC-ICSI; Partner, Madaan Law Offices.

�� �During the month 3 PDPs; one EDP; one 2 days Induction Program and one 3 days e-Governance Programs were conducted.

I take this opportunity to express my sincere thanks and gratitude to all Guest, faculties, speaker and invitees for sparing their valuable time and sharing their rich knowledge and experience with the participants of the programs.

Forthcoming Programs:In continuation with the spirit to enlighten our skills and expertise, during the upcoming month various programs are scheduled for the members and students. The detail of forthcoming programs to be held in the month of April is also published elsewhere in the newsletter for your reference. I take this opportunity to request all of you to attend all these programs in large number and take the benefit of listening to rich deliberations of the eminent speakers and also the strength in these programs encourages the organisers to organise more and more quality professional development programs.

Gearing Up the members of the Profession for Opportunities under NCLT- NCLAT & GST:Friends, Draft rules for NCLT and NCLAT have already been formulated and in time to come, existence of both the tribunals shall become reality. Similarly, Goods and Services Tax (GST) would be a significant step in the reform of

indirect taxation in India. Amalgamating several Central and State taxes into a single tax would mitigate cascading or double taxation, facilitating a common national market.

Both NCLT- NCLAT and GST will bring plethora of practicing opportunities for our profession. To grab these wonderful opportunities, your NIRC is committed to build the capacity of our members and in this regard shall be exclusively conducting special sessions, practical workshops, dedicated Moot- Courts, symposiums, events, class- room series, master classes & seminars in order to prepare our fraternity members well in advance.

Corporate Membership Scheme - 2016-17As you all are aware that the Corporate Membership Scheme of NIRC for the financial year 2016-2017 is already been released and I happy to share that on demand of members the last date with early bird incentive has been extended till 15-04-2016. This year, apart from the routine scheme of corporate membership, we have introduced a new dimension to the corporate membership scheme which will be applicable to the programs organised by the NIRC and by all Chapters of the Northern Region. The new scheme will allow members to participate in the programs as may be organised across region on the one hand and give the hand holding to the chapters on the other hand. The detailed scheme along with the form is published elsewhere in the newsletter for your reference.

Introduction of YUVA Corporate Membership of NIRC-ICSI for Young Members of ICSI for the year 2016-17As a hand- holding exercise of young members of our fraternity, the NIRC of ICSI has come out with a unique Corporate Membership for Young Members of ICSI. The very idea behind the scheme was to build the capacity of our young members and to give them a fair chance to attend the seminars of professional interest at a reasonable cost. The scheme is named as YUVA Corporate Membership of NIRC-ICSI. The YUVA Corporate Membership Scheme of NIRC was released from the hands of Hon’ble Mr. Justice D.R. Deshmukh, Former Chairman, Company Law Board on 2nd April, 2016. The YUVA Corporate Membership Scheme of NIRC of ICSI is open for members of the Institute from Northern Region who have awarded the membership on or after 1st January, 2014 is open for the Financial Year 2016-17 (April’16 to March’17). The detailed scheme along with the form is published elsewhere in the newsletter for your reference.

Dedicated Campus Placement for MSOP BatchesNIRC in its endeavour to provide best placement opportunities to our young members and to provide them first hand experience of facing real interviews has started with a unique initiative of organising dedicated Campus Placement for MSOP batches. I happy to share that your NIRC has organised four campus placements upto this time and I take this opportunity to request all members to join hands with NIRC and instead of approaching any placement consultant, approach your NIRC for recruitment of our young members. NIRC is committed to organise these campus placements almost every month and request all of you to kindly support this endeavour of NIRC.

At the end of this communique, let me share my observation that what we actually need for continued growth and development of our profession, is your constructive suggestions and feedback, on the basis of which we shall improve and improvise continuously.

I take this opportunity to wish all of you on the forthcoming festivals in the month of April - Shri Ram Navami and Mahavir Jayanti and I sincerely hope that all of us will celebrate them with enthusiasm, respect and peace.

With best regards,Yours Sincerely,

CS Manish GuptaChairman, NIRC-ICSI

Cell: 9212221110

NIRC - ICSI Newsletter | April 2016 4

Article

IntroductionCompany is considered as a separate legal entity in the eyes of law and is run by its agents being its directors who hold the fiduciary position in the capacity of a trustee for its shareholders. Directors are supposed to discharge their duties in a fiduciary capacity but quite often it is observed that the company is used as a façade or a shield to commit fraudulent activities. It is in such situations that the court disregards the principle observed in the famous case of Salomon vs Salomon& Co Limited1 and uses the legal tool of piercing the corporate veil to expose the true nature of the transactions by the company. There have been umpteen number of judicial pronouncements on the issue one such being in the recent case of State of Rajasthan v. Gotan Lime Stone Khanji Udyog Pvt. Ltd2 wherein the Supreme Court of India ordered for lifting of corporate veil to determine the true nature of transaction in order to protect the interest of the public at large.

Facts of the CaseM/s Gotan Limestone Khanji Udhyog (GLKU), a partnership firm was holding a mining lease from the Rajasthan Government. After taking the necessary approval from the Government, GLKU transferred the lease without any price to a private limited company namely M/s Gotan Limestone Khanji Udhyog Pvt. Ltd. (GLKUPL) (hereinafter referred to as ‘Respondent’) which came into existence as a result of conversion of GLKU into GLKUPL. The partners of the firm took the position of Directors in the aforesaid Company. After some time, GLKUPL instead of operating the mining lease itself sold its entire shareholding to another company namely Ultra Tech Cement Limited (UTCL) for Rs. 160 crores which is alleged to be the sale price of mining lease. The Directors in the Respondent Company were replaced by new Directors and the GLKUPL was listed as wholly owned subsidiary of Ultra Tech Cement Limited Company (UTCL) with the Bombay Stock Exchange.

State Government of Rajasthan challenged the above transaction before the High court of Rajasthan. Both single bench and divisional bench of High court quashed the appeal on the notion that Company is a distinct entity and transfer of mere shareholding does not tantamount to transfer of lease to another Company. Now, the decision of division bench was challenged before the Supreme Court by the State Government of Rajasthan (herein after referred to as ‘Petitioner’).

Provision of lawAs per Rule 15 of Rajasthan Minor Mineral Concession Rules, 19863 which deals with transfer of lease states as:

(1) The lessee shall not without the previous consent in writing of the competent authority:

a) Assign, sublet, mortgage or in any other manner transfer the mining lease or any right, title or interest therein, or

b) Enter into or make any arrangement, contract or understanding whereby the lessee will or may be directly or indirectly financed to a substantial extent by, or under which the lessee’s operations or undertakings will or may be substantially controlled by any person or body of persons other than lessee;

(2) An application for transfer of mining lease shall be disposed of by 1 http://corporations.ca/assets/Salomon%20v%20Salomon.pdf2 http://judis.nic.in/supremecourt/imgs1.aspx?filename=432713 http://www.dmg-raj.org/docs/MMCR-1986%20Amended%20up%20to%2024-04-2015.

pdf

competent authority;

(3) Transfer of mining lease shall not be considered as a matter of right and the Government may refuse for such transfer for the reasons to be recorded and communicated in writing to the lessee;

(4) Where on an application for transfer of mining lease under this rule the competent authority has given consent for such lease, a transfer lease deed in Form No.15 or a form as near thereto as possible, shall be executed within three months of the date of the consent, or within such period as the competent authority may allow in this behalf.

Arguments by both the partiesPetitioner

It was argued on the part of petitioner that the formation of GLKUPL was nothing, but a device for transfer of mining lease from GLKU to UTCL for monetary consideration without disclosing the real transaction to the competent authority. The general principle of identity of the company being distinct from shareholders and directors is subject to the doctrine of piercing the veil and the court may discover the real nature of transaction when it looks different from what is apparent by using this power to analyse the underlying intent of the parties in carrying out a transaction.

Under the present case, the real nature of transaction is sale of impermissible lease which would not be permitted by State if true facts regarding sale of lease were disclosed. The public power of permitting transfer of lease could not be used to benefit a private operator, who sells its rights in natural resources given to it by the State, in violation of law.

The constitutional principles and the regulatory regime in relation to the mining leases of minerals which vest in the State cannot be defeated by the abstract doctrine of corporate personality being separate from the entire body of shareholders without having regard to the real nature of transaction.

Respondent

However, counsel on the respondent part supported the view of High Court and conferred that there was no transfer of lease involved in transfer of entire shareholding and change of directors. Transaction of sale of shareholding was independent of transfer of lease to the GLKUPL without any monetary consideration. There was nothing inherently illegal in transfer of a lease.

Case DiscussionsThe Hon’ble Supreme Court in the case of State of U.P. vs Renusagar Power Company4 reiterated that in the expanding horizon of modern jurisprudence, lifting of corporate veil is permissible and its frontiers are unlimited but lifting the veil depends primarily on the realities of the situation.

Further, in the case of Vodafone International Holdings B.V. vs Union of India5 it was observed that the task of the court is to ascertain the legal nature of the transaction and while doing so it has to look at the entire transaction as a whole and not to adopt a dissecting approach.

Thus, in our case while discerning true nature of the entire transaction, Court has not to merely see the form of the transaction which is of sale of shares but also the substance which involved for carrying out of such transaction, 4 http://indiankanoon.org/doc/1901448/5 http://indiankanoon.org/doc/115852355/

Supreme Court lifted the Corporate Veil in Public Interest CS Aman Nijhawan*

*The views expressed are personal views of the author and it should not be taken as views of the NIRC-ICSI.

NIRC - ICSI Newsletter | April 2016 5

Articlewhich in the present case is the private sale of mining rights avoiding legal bar against transfer of sale rights circumventing the mandatory consent of the competent authority, as alleged under Rule 15 of Rajasthan Minor Mineral Concession Rules, 1986.

JudgementThe Hon’ble Supreme Court set aside the order of the High Court and decided to quash the transaction. The Court noted as follows under paragraph 22:

“22. In the present case there are two transactions. Viewed separately, there may be nothing wrong with either or both but if real nature of transaction is seen, the illegality is patent. In first transaction of transfer of lease from the firm to the company, with the permission of the competent authority, only disclosure made while seeking permission for transfer is of transforming partnership business into a private limited company with same partners as directors without there being any financial consideration for the transfer and without there being any third party. There is perhaps nothing wrong in such transfer by itself. In the second transaction, the entire shareholding is transferred for share price and control of mining lease is acquired by the holding company without any apparent price for lease. Technically lease rights are not sold, only shares are sold. No permission for transfer of lease hold rights may be required. Let us now see the combined effect and real substance of the two transactions. The partnership firm holding lease hold rights has successfully transferred the said rights to a third party for consideration in the form of share price which is nothing but price for sale of mining lease which is not allowed and for which no permission has been granted.Thus, if these facts were disclosed to the competent authority, permission for transfer of mining rights for financial consideration could not be allowed. Mining rights belong to the State and not to the lessee and the lessee has no right to profiteer by trading such rights. In fact the lessee has also not claimed such a right. Lessee can either operate the mine or surrender or transfer only with the permission of the authority as legally required. In the present case, the lessee has achieved indirectly what could not be achieved directly by concealing the real nature of the transaction. Is it legally permissible, is the question.

Further, the Court noted that the principle of piercing the corporate veil may be invoked for the protection of public interest and it is absolutely not necessary to enumerate the class of cases where lifting the veil is permissible, since that depends on the relevant statutory or other provisions, the object sought to be achieved, the impugned conduct, the involvement of the element of the public interest, the effect on parties who may be affected etc.

For this reason, the Supreme Court allowed the appeal of the State of Rajasthan as the case under consideration involved public interest at stake. The court observed that the respondent company has not complied with the legal provisions and that the transfer of the mining lease from the firm to the respondent company and thereafter to the subsidiary was merely to defraud the Government and in violation of Rule 15 of Rajasthan Minor Mineral Concession Rules, 19866 which deals with transfer of lease.

Our AnalysisUnder the judgment, the Hon’ble Supreme Court has explicitly applied the doctrine of public trust which says that a private person cannot be benefitted at the expense of public property. The State act as a trustee of all natural resources and has a legal duty to protect the natural resources for the enjoyment of general public and has to exercise its power of granting or refusing permission for transfer of public resources to private person in a fair and reasonable manner but following doctrine of public trust. By lifting the corporate veil, the Supreme Court endorsed the pragmatic approach over the pedantic approach, by giving importance to substance of transaction.

6 http://www.dmg-raj.org/docs/MMCR-1986%20Amended%20up%20to%2024-04-2015.pdf

Sridhar Sundararajan (Appellant and Original Plantiff) Ultramarine & Pigments Limited (Respondent and Origninal Defendent 1) Rangaswamy Sampath (Respondent and Origninal Defendent 2)

Text of the case:

1. Rangaswamy Sampath was appointed as Chairman and Managing Director (“MD”) of the Ultramarine & Pigments Limited. On 1st August, 2012. He was reappointed as Chairman and Managing Director of the Company for a period of further five years till 2017 and Sridhar Sundararajan was appointed as Joint Managing Director of the Company.

2. On 1st April 2014, Companies Act, 2013 became effective and, a new clause was introduced in Section 196(3)(a). By virtue of said section, additional disqualification was added to the disqualifications which already existed in the said provision under Companies Act, 1956, namely Managing Director could not be appointed or continued after he had attained the age of 70 years.

3. Rangaswamy Sampath was appointed for a period of five years as MD on 01/08/2012, prior to the amendment.The contention of the Sridhar Sundararajan, the plantiff was that in view of the incorporation of the said Section 196(3)(a), Rangaswamy Sampath could not continue as MD and, therefore, he had sought an order of injunction, restraining him from functioning or continuing to exercise his powers as Chairman and MD of the Company.

4. On the other hand, it was contended by the Counsel appearing on behalf of Rangaswamy Sampath that the said amendment could not operate retrospectively. The learned Single Judge accepted the contention dismissed the Notice of Motion. Hence, the appeal.

5. The question which falls for consideration before this Court is whether, after the amendment of the Companies Act in 2013 which was brought into force with effect from 01/04/2014, any Managing Director who was appointed prior to the Amendment Act i.e. before 01/04/2014 would have a right to continue to act as Managing Director after his attaining the age of 70 years without special general resolution being passed by the Company in its general meeting?

6. By virtue of section 269(2) of Companies Act, 1956, read by Schedule XIII, a person who had completed the age of 25 years and has not attained the age of 70 years was eligible to be appointed as MD, provided his appointment was approved by the special resolution passed by the Company in its general meeting. However, by Companies Act,2013 becoming effective, Section 196(3) provided disqualification for appointment as well as for continuation of a person as Managing Director.

7. The learned Judge allowed the Appeal and it was held that if appointment to the post of Managing Director is made after coming into force of the Companies Act, 2013 on 1-4-2014, a person who is above the age of 70 years cannot be appointed on account of disqualification, subject to fulfillment of the proviso. On the other hand, if he was already appointed prior to 1-4-2014 when he was below the age of 70 years, on account of operation of statute, disqualification, whenever incurred after the Amendment Act, would operate automatically, subject to proviso i.e. special resolution being passed by the Company.

8. The Section 196(3)(a) came into force on 01/04/2014. As Rangaswamy Sampath completed the age of 70 years on 11/11/2014, therefore, from that date, he was disqualified from continuing as Managing Director, unless he fulfilled the requirements of the proviso viz that the Company has to continue his appointment by a special resolution and, secondly, that the resolution must state the reason why the continuation is necessary.

LEGAL UPDATES

NIRC - ICSI Newsletter | April 2016 6

Article

Events of the past decade—including the collapses of high-profile companies, economic volatility, and growing regulations and guidelines—have placed boards under greater scrutiny from regulators, shareholders, the media, and analysts. Such scrutiny has led to rising expectations for improved governance and risk management. In the current business environment where increased competition and globalisation are creating ever increasing pressures on costs, margins and transparency, any organisation which manages to strike an effective balance in its strategic planning process would have a competitive advantage.

Risk governance is a fundamental business practice that organizations must get right. It sets the framework to navigate uncertainty in the environment in which they operate. Stakeholders value organizations that demonstrate a strong commitment to establishing and disclosing robust risk governance practices that proactively manage risks before they occur and respond effectively to risks after they occur.

Risk Management is a term used to describe the processes which aims to assist organizations understand, evaluate and take action on  their risks with a view to increasing the probability of their success and reducing the likelihood of failure. Risk management requires a detailed knowledge and understanding of the organization and the processes involved in the business.

Risk = Degree of Uncertainty as to the potential for Gain as well as exposure to loss.

Risk includes all events that impact performance either positively or negatively. Risk is inherent in every organization. Risk must be continuously managed to achieve organizational objectives.

Good corporate governance requires that the board of directors maintain a sound system of internal control to safeguard shareholders’ investment and the company’s assets. In meeting this requirement, principal risks faced by the organisation need to be identified and thereafter, mitigated through an appropriate system of internal control

Corporate governance is all about running a business efficiently where risks and rewards are adequately balanced so that shareholders get an adequate return from their investments reflective of the underlying risks. It is also about directors’ stewardship and their accountability to shareholders in terms of maintaining and enhancing shareholders’ value. Effective risk management is an essential component of this equation

A good process of governance requires more than just focus on compliance with laws and regulations. Good governance requires:

�� Establishing a culture based on sound business practices and ethics

�� Strong emphasis on performance management�� Ensuring that management has adequate knowledge of risks the

business is exposed to�� Implementing an adequate process to manage and monitor risks�� Ensuring timely information to the Board when things go wrong

Risk Management Compliance requirements under the Companies Act and Listing Agreement:Section 134: The board of director’s report must include a statement indicating development and implementation of a risk management policy for the company including identification of elements of risk, if any, which in the opinion of the board may threaten the existence of the company

Section 177: The audit committee shall act in accordance with the terms of reference specified in writing by the board, which shall, inter alia, include evaluation of risk management systems

Schedule IV: Independent directors should satisfy themselves that systems of risk management are robust and defensible

Clause 49 of the Listing Agreement: The Company through its Board of Directors shall constitute a Risk Management Committee. The Board shall define the roles and responsibilities of the Risk Management Committee and may delegate monitoring and reviewing of the risk management plan to the committee and such

other functions as it may deem fit.

Stages of Risk ManagementRisk Assessment: When developing corporate strategy it is important that the Board or senior executives know and understand the main risk factors, are able to analyze risk, and understand the threats and opportunities involved. The first step in risk management is listing out all of the risks that a firm is potentially exposed to and categorizing these risks into groups; this list is called risk library.

Risk Grouping: A risk profile lists every risk that a firm is exposed to but not all risks are equal in terms of likely occurrence and impact and It makes sense to break risks down into different groups viz. Operations, Market, Process, Legal & Compliance, Strategic, Financial, assets, information & knowledge

Risk Prioritization: The various risks may be further risk rated and prioritized on the basis of inherent risk being Critical, High, Moderate, and Low

Risk Mitigation Plan Effectiveness (MPE): A matrix of risk prioritization and mitigation plan effectiveness in terms of Ineffective, Effective, Highly Effective helps in assessing and short listing the risks needing considered and regular management attention

Risk Management Strategy: A strategy is developed to manage each critically prioritized risk through analysis of root causes and the decided mitigation plan with identification of primary process owner and the timelines for implementation

Good Risk Management is Good Governance CS (Dr.) S K Gupta* & CA Amrit Agrawal*

*The views expressed are personal views of the author and it should not be taken as views of the NIRC-ICSI.

NIRC - ICSI Newsletter | April 2016 7

ArticleRisk Management Disclosure: The Annual Report should include information on risk management procedures, which will enhance corporate credibility for shareholders, creditors and other stakeholders.

Board Risk Oversight“Risk oversight” describes the role of the board of directors in the risk management process. The risk oversight process is the means by which the board determines that the company has in place a robust process for identifying, prioritizing, sourcing, managing and monitoring its critical risks and that that process is improved continuously as the business environment changes.

Components of the board’s risk oversight role:�� Ensure that a Risk governance structure is in place�� Oversight and monitoring of risk management processes�� Collaboration with the CEO and executive team to understand and

oversee critical risks

What questions should Directors be asking? For directors to effectively discharge their responsibilities in relation to risk management and internal controls they should begin by understanding and challenging what is currently in place. The following important questions focus on getting basic risk governance right:

�� What are the significant risks facing the organization? How often do we review/discuss these risks at Board level?

�� What is the risk management and internal control system in place to manage the key risks? Has this been independently reviewed?

�� What is the risk culture of the company? Does it allow risks and control deficiencies to be raised freely?

�� What are the assurance mechanisms in place to check that the risk management and internal control system is adequate and effective?

�� Does the internal audit plan link to the risk profile? Is the scope/coverage sufficient for the nature, size and complexity of the company?

�� Is there a clearly defined process for aggregating/ escalating risks and control deficiencies within the organization?

�� Is there enough information/evidence to support the Board’s comments in the annual report regarding adequacy and effectiveness of risk management and internal control?

Research indicates six distinct actions that can help boards in their risk governance efforts and enable a Risk Intelligent governance approach:

1. Define the board’s risk oversight role2. Foster a Risk Intelligent culture3. Understand and approve an appropriate risk appetite 4. Help management incorporate strategic risk thinking into strategy5. Assess the “maturity” of the risk governance process6. Make sure the organization discloses the risk story to stakeholders

What can boards do to help cultivate a Risk Intelligent culture?�� Build an environment in which employees are comfortable

challenging others, including authority figures, and the people who are being challenged respond positively

�� Establish “safe/free” zones for those reporting potential issues, problems, or concerns

�� Provide the right “tone at the top” to promote ownership, accountability, transparency, and collaboration, and reinforce expectations for performance with integrity in all of its dealings with management

�� Encourage management to create repeatable processes to assess and continuously improve the risk culture of the organization

�� Reward people who focus on managing and mitigating risk by aligning incentive, reward, and performance systems with a focus on risk, compliance, and controls

�� Support management in its commitment to enhance the risk culture through appropriate allocations in resources and funding, focused risk management training programs, and distribution of risk culture surveys

The trends and forces that impact business—along with the attendant risks—can change in a heartbeat. That’s why the role of the Risk Intelligent board is so important.

According to a survey by Centre for Business Studies and Training, response to “How does your organization’s board discharge its risk oversight responsibilities?” was as follows:

�� 21% Full Board�� 32% Audit Committee�� 25% Risk Committee�� 7% Other Committee �� 15% No Formal Oversight

Good risk management is more than getting sued and having adequate insurance policy in place. Effective risk management prepares an organization to weather literal and figurative storm and sets the course for accomplishing the organization’s strategic plan. Best Practice is to have broad based ownership of risk management from top to bottom and throughout the organization. The focus should be on establishing roles and responsibilities so that every one considers risk in the day to day activities.

The future is hereRisk management is at its core a governance discipline, not an end but a means to the end, with the end being the accomplishment of the organization’s mission. It must be embedded in the DNA of the organization. Effective risk management prepares an institution to weather business storms and sets the course for enhancing and sustaining stakeholder’s value. Boards are most effective if they operate with a clear set of priorities and concentrate on strategic oversight. Risk management should be on every board’s to-do list for oversight. Dynamic risk management is today a crucial factor in an organization’s effective corporate governance strategy.

INVITATION FOR CONTRIBUTION OF ARTICLES & SUGGESTIONS FOR IMPROVEMENT OF CONTENTS OF

NIRC NEWSLETTER NIRC of ICSI invites Articles from Members for publication in the NIRC Newsletter. Members are also requested to forward their comments/suggestions for further improvement of contents of Newsletter. Members may send the soft copy of their article and profile to NIRC by email to chairman.nirc@icsi.edu for consideration by the Editorial Board.

NIRC - ICSI Newsletter | April 2016 8

FAQs

1. What is the limit for the issue of Secretarial Audit Reports for financial year 2016-17?

The Council of the Institute at its 235th meeting held on February 11, 2016 reviewed the existing limits for the issue of Secretarial Audit Reports and decided as below:

- 10 Secretarial Audits per partner/ PCS, and an additional limit of 5 secretarial audits per partner/PCS in case the unit is peer reviewed.

These limits will be applicable for the Secretarial Audit Reports to be issued for the financial year 2016-17 onwards.

2. To whom is the peer reviewed certificate is granted - Individual or Practicing Unit?

The peer review certificate is issued to the Peer Reviewed Practice Unit. Practice unit means, “members in practice, whether practicing individually or as a firm of Company Secretaries.” Accordingly, peer review certificate may be granted to an individual or to a firm, as the case may be.

3. What is the date on which Peer Reviewed Unit (PRU) can say, I am Peer Reviewed?

A Practice Unit (PU) is said to have been peer reviewed from the date of issue of peer review certificate by the Peer Review Board of the Institute. Accordingly, PRU can take up additional 5 Secretarial Audits on the basis of being peer reviewed, only from date of issue of the certificate.

4. What is the period for which Practice Unit is certified as PRU?

In terms of para 13 of the Guidelines for Peer Review of Attestation Services by Practicing Company Secretaries (Peer Review Guidelines), the peer review of every practice unit should be mandatorily carried out atleast once in a block of five years.

Accordingly, for the purposes of taking up additional five secretarial audits, the validity of peer review certificate should be five years from the date of issue of certificate.

5. How can it be identified whether a practicing unit is peer reviewed?

The list of peer reviewed practice units is available on the ICSI website at the link: www.icsi.edu/prb/ListofPeerReviewedUnits.aspx.

6. To whom is the issue of 5 additional secretarial audit reports allowed: individual partners or the practice unit as a whole (on the

basis of certification of peer reviewed firm)?

The limit of 5 additional secretarial audits of Peer Reviewed Unit is to be considered as 5 secretarial audits for each individual partner, subject to overall limit of 15 secretarial audits per individual.

7A. If a person is a partner in two firms out of which one is not peer reviewed and another is peer reviewed, what should be the limit?

The limit per individual is 10 secretarial audits in each year. He may carry out 5 additional secretarial audits in respect of the firm which is peer reviewed.

7B. If the partner of peer reviewed firm is also practicing in individual capacity/ partner of another firm then whether eligibility of 5 additional Secretarial Audits can be used as a partner of peer reviewed firm or in individual capacity/partner of firm?

The additional limit of 5 secretarial audits can be used in the capacity of partner of peer reviewed firm only.

7C. Whether the answer to the above will be different if the individual is partner of another firm which is also peer reviewed?

Since, the overall limit for each individual/ partner is 15 Secretarial Audits (10 +5). The individual can utilise the additional 5 audits in the capacity of partner of any of the peer reviewed firm.

8. Can this additional limit of 5 secretarial audits be transferred from one peer reviewed firm to another firm on the basis of common partners?

No.

9. If new partner joins a peer reviewed firm, then whether such partner be allowed for such 5 additional audits?

Yes.

10. In case the firm/ individual has applied for peer review, then whether he will be eligible for additional 5 Secretarial Audits.

No, the benefit of additional 5 secretarial audits will accrue to a firm/individual only after issue of peer review certificate by the Peer Review Board.

CAREER AWARENESS PROGRAMSNIRC has organised 15 Career Awareness Programs during the month of March, 2016 in various schools & colleges located in Delhi and surrounding areas. The students were apprised about the mode of registration in the course, syllabus, structure of the course and also the avenues available after completion of the Company Secretaryship Course both in employment and in practice.

ATTENTION MEMBERS /STUDENTSThe details of Members Programs like Seminar, Conferences, etc. and soft copies of  NIRC-ICSI Newsletters  & Students’ programs viz EDP,   PDP, MSOP, Students Activities, such as viz Moot Court Competitions, Elocution Competition, Essay writing, Company Law Quiz and Student Conferences are regularly updated on the NIRC Portal at ICSI website.

To get updated information, Members & Students are requested to visit our following website regularly.

www.icsi.edu/niro

FAQs ON LIMITS OF SECRETARIAL AUDIT*

*As released by ICSI Headquarter on 05.04.2016

NIRC - ICSI Newsletter | April 2016 9

Annual Sponsorship Scheme

Principal Sponsor - Rs. 5,00,000/- annually �� Logo display at fully day Program Backdrop (12 Programs) �� Logo at the backdrop of Study Circle Meetings, Meetings organized for PCS,

workshops organized by NIRC, Study Groups meetings organized by NIRC.�� Logo display at fully day Program Backdrop of all State Conference / Regional

Conference / Regional PCS Conference as may be organized by NIRC. (6 Programs)�� Display at fully day Program, Standies / Banners at all State Conference / Regional

Conference / Regional PCS Conference as may be organized by NIRC. (6 Programs) �� Stall at the venue of full day Program (6 Programs)�� Speaking slot (max. half an hour) to any speaker from the sponsoring organization

or any other speaker authorized by such organization subject to confirmation by Chairman NIRC-ICSI. (2 Programs)

�� Delegate fee exemption for 03 delegates in all the whole day seminar organized by NIRC.

�� Display of logo at E-mails which will be circular to all Members (around 14000 members) of the NIRC of ICSI and other professionals. 

�� Distribution of pamphlet/handouts of the sponsoring organization to the delegates, if such pamphlets are provided by the sponsoring organization. (6 Programs)

�� Name/logo of sponsoring organization will be published in the announcement of the program in NIRC Newsletter.

�� One full page advertisement in NIRC Newsletter. (3 Colour & 2 Black & White)�� Special acknowledgement at the programs organized by NIRC.�� Recognizing the MD & CS of the organization at our Annual general meeting.

Platinum Sponsor - Rs. 3,00,000/- annually �� Logo display at Program Backdrop (8 Programs) �� Logo display at fully day Program Backdrop of all State Conference / Regional

Conference / Regional PCS Conference as may be organized by NIRC. (4 Programs)�� Display at fully day Program, Standies / Banners at all State Conference / Regional

Conference / Regional PCS Conference as may be organized by NIRC. (4 Programs) �� Stall at the venue (5 Programs)�� Delegate fee exemption for 02 delegates in all the whole day seminars organized

by NIRC�� Display of logo at E-mails which will be sent to all Members of the  ICSI and other

professional�� Distribution of pamphlet/handouts of the sponsoring organization to the delegates,

if such pamphlets are provided by the sponsoring organization. (5 Programs)�� Name/logo of sponsoring organization will be published in the announcement of

the program in NIRC Newsletter.�� One full page advertisement in NIRC Newsletter. (2 Colour & 1 Black & White)�� Special acknowledgement at the programs organized by NIRC.�� Special acknowledgement for MD & CS at the Annual General Meeting of NIRC of

ICSI

ANNUAL SPONSORSHIP SCHEME-2016 FOR NIRC PROGRAMS

Gold Sponsor - Rs. 2,00,000/- annually �� Logo display at Program Backdrop (5 Programs)

�� Logo display at fully day Program Backdrop of all State Conference / Regional Conference / Regional PCS Conference as may be organized by NIRC. (2 Programs)

�� Display at fully day Program, Standies / Banners at all State Conference / Regional Conference / Regional PCS Conference as may be organized by NIRC. (2 Programs) 

�� Stall at the venue (4 Programs)�� Delegate fee exemption for 01 delegates in all the whole day seminars organized

by NIRC.�� Distribution of pamphlet/handouts of the sponsoring organization to the delegates,

if such pamphlets are provided by the sponsoring organization. (4 Programs)�� One full page advertisement in NIRC Newsletter. (1 Colour & 1 Black & White)�� Special acknowledgement at the programs organized by NIRC.�� Special acknowledgement for MD & CS at the Annual General Meeting of NIRC of

ICSI

Silver Sponsor - Rs.1,00,000/- annually �� Logo display at Program Backdrop on alternate month (3 Programs)�� Stall at the venue (3 Programs)�� Distribution of pamphlet/handouts of the sponsoring organization to the delegates,

if such pamphlets are provided by the sponsoring organization. (3 Programs)�� One full page advertisement in NIRC Newsletter. (1 Black & White)�� Special acknowledgement at the programs organized by NIRC.

Web casting Sponsor of program - Rs. 2,00,000/- annually ( 6 Programs )�� Logo display on the screen in all the Chapters of NIRC-ICSI during the web casting

of the programs.��  Logo display at Program Backdrop (6 Programs)�� Stall at the venue (3 Programs)�� Distribution of pamphlet/handouts of the sponsoring organization to the delegates,

if such pamphlets are provided by the sponsoring organization. (3 Programs)�� One full page advertisement in NIRC Newsletter. (1 Colour & 1 Black & White)�� Special acknowledgement at the programs organized by NIRC.�� Special acknowledgement for MD & CS at the Annual General Meeting of NIRC of

ICSI

Sponsorship for Single Program - Rs. 50,000/- �� Logo display at Program Backdrop (1 Programs)�� Stall at the venue (1 Programs)�� Distribution of pamphlet/handouts of the sponsoring organization to the delegates,

if such pamphlets are provided by the sponsoring organization. (1 Programs)�� Special acknowledgement at the programs organized by NIRC.

As you are kindly aware that the NIRC conducts more than 75 Professional Development Programs/Study Groups/Workshops for Members and about 100 Training Programs for Students in a year. Majority of the programs for members are conducted in good hotels/auditoriums with attendance of around 400 members in Professional Development Programs & more than 100 in others. The PDP programs are also live webcasted which are viewed by about 4000 members all over Northern India through our Chapters. In most of the programs organized by NIRC and its Chapters, very nominal participation fee is charged from the members, therefore, in order to partly bear the cost involved in organizing the programs, NIRC has come out with an Annual Sponsorship Scheme-2016. The details and the benefits of the scheme are placed below. Members are requested to kindly consider the above scheme and partly sponsor the NIRC programs for the year 2016.The cheque/demand draft towards sponsorship amount may please be drawn in favour of NIRC-ICSI payable at New Delhi. Members’ this gesture will on the one hand will encourage the Regional Council in holding further Professional Development Programs and on the other hand will give mileage to your organization.NIRC-ICSI eagerly await for a favourable response from the members. For any clarification regarding the Annual Sponsorship Scheme, please feel free to revert to Chairman, NIRC at niro@icsi.edu.

NIRC - ICSI Newsletter | April 2016 10

YUVA Corporate Membership

The NIRC of ICSI has come out with an unique Corporate Membership for Young Members of ICSI. The whole idea behind the scheme was to build the capacity of our young members and to give them a fair chance to attend the seminars of professional interest at a reasonable cost. The scheme is named asYUVA Corporate Membership of NIRC-ICSI.

The YUVA Corporate Membership Scheme for young members of NIRC of ICSI is open for members of the Institute from Northern Region who have awarded the membership on or after 1st January, 2014  is open for the Financial Year 2016-17 (April’16 to March’17). Only  First 300 members will be enrolled for the YUVA Corporate Membership Scheme. Anyone becoming a member under the Scheme shall be entitled to the following benefits:

•  SeparateProgramswillbeorganisedunderthisSchemeatNIRC - ICSI Auditorium only.

•         To attend all the paid programs asmay be organised byNIRC for Young Members  by  self only (Except workshop and residential programs)  at  NIRC Auditorium,  ICSI-NIRC Building free of charge throughout the financial year 2016-2017.

•         Minimum12Programs willbeorganised underthisSchemeon the topic of Professional interest and soft skills.

• Credithourswillbegiventoonlythosememberswhojoinsthe program upto 10.30 a.m.

• Presentationmadebythespeakersofallprogramswillbeshared.

• All other benefits of regular CorporateMembers Scheme,like for the year 2015 members were also given Annual Legal & Compliance Referencer - 2016 and were also invited in New Year Celebration and Dinner free of cost. Further, concessional fee was charged from the corporate members for the State Conferences and other residential programs as organized by the NIRC during the year, will also be extended to the members of this scheme.

The fee structure for the corporate membership for young members for financial year 2016-17 is as under :

Particulars Amount upto 15.4.2016 (Inclusive of Service Tax)(Service Tax Registration No.AAATT1103FSD005)(PAN NO.AAATT1103F)

Amount After 15.4.2016(Inclusive of Service Tax)

For Members including PCS

Rs.3,000/- Rs.3,500/-

Your Regional Council has decided that Rs.100/- per member who joins the NIRC Corporate Membership Scheme for the year 2016-17 will be contributed to Company Secretaries Benevolent Fund (CSBF). This is very novel initiative which will considerably help in increasing the corpus of the CSBF.

YUVA Corporate Membership of NIRC-ICSI for Young Members has been released by Mr. Justice D R Deshmukh, Ex-Chairman, Company Law Board on 2nd April, 2016.

The payment for YUVA Corporate Membership can be made through following options :

Option 1  – Cash deposit at NIRC Building, 4 Prasad Nagar Institutional Area, New Delhi

Option 2- NEFT transfer to NIRC- ICSI Saving Bank Account No. SB- 90062010039267

Syndicate Bank, East Patel Nagar, New Delhi – 110008, RTGS/ NEFT IFSC – SYNB0009006

Option 3  Online payment through link :-www.icsi.edu/niro/RegionalCouncil/RegionalCouncilMembers/Home.aspx (Select Option available at S. No. 13)

Option 4  Cheque/DD towards the Corporate Membership Fee for the requisite amount  be drawn in favour of “NIRC of the ICSI” and sent  to Regional Director, NIRC of ICSI, 4, Prasad Nagar Institutional Area , New Delhi-110005.

Note: Bank and online gateway Charges will be additionally paid by the user and  Transaction ID alonghwith details to be mailed toniro@icsi.edu  and  alka.arora@icsi.edu  and CC to  mukesh.jinara@icsi.edu  and beena@icsi.edu

For enrolment form, please see page-18 & also visit www.icsi.edu/niro

Introduction of YUVA Corporate Membership of NIRC-ICSI for Young Members (enrolled after

1st January, 2014) for the year 2016-17

Compliance Checklist

NIRC - ICSI Newsletter | April 2016 11

COMPLIANCE CHECKLIST FROM 10th APRIL TO 10th MAY, 2016

S. No. Activities Sections/Rules/ Clauses, etc.

Acts/Regulations etc. Compliance Due Date

To whom to be submitted

Central Excise Related Compliance1. Monthly Return of information relating to Principal

Inputs (March, 2016) (Form No. ER-6)Rule 9A CENVAT Credit Rules, 2004 10th April Central Excise Authorities

2. Filing of Return of Central Excise and Cenvat Credit for the month of March, 2016 (Form No. ER-1) (Non SSI Units)

Rule 12 / Rule 9(7) Central Excise Rules, 2002/ CENVAT Credit Rules, 2004

10th April Central Excise Authorities

3. Monthly Excise return by EOU for the month of March, 2016 (Form No. ER-2)

Rule 17(3) Central Excise Rules, 2002 10th April Central Excise Authorities

4. Filing of Return of Central Excise and Cenvat Credit for the Quarter ended 31st March, 2016 (Form No. ER-3) (SSI Units)

Rule 12(1) Second Proviso Central Excise Rules, 2002 10th April Central Excise Authorities

5. Yearly Declaration of Principal Inputs under central excise to be filed by a unit paying total duty (Cenvat Credit + Cash) of more than Rs. 1 Crore (Form No. ER-5)

Rule 9A(1) Central Excise Rules, 2002 30th April Central Excise Authorities

6. Declarations for Yearly Annual Installed Capacity Statement under central excise to be filed by a unit paying total duty (Cenvat Credit + Cash) of more than Rs. 1 Crore (Form No. ER-7)

Rule 12(2A) Central Excise Rules, 2002 30th April Central Excise Authorities

7. Last Date for payment of Excise Duty Non SSI units (April) *(in case of Payment through Internet banking)

Rule 8 Central Excise Rules, 2002 05th May*06th May

Central Excise Authorities

8. Monthly Return of information relating to Principal Inputs(April, 2016) (Form No. ER-6)

Rule 9A CENVAT Credit Rules, 2004 10th May Central Excise Authorities

9. Filing of Return of Central Excise and Cenvat Credit for the month of April, 2016 (Form No. ER-1) (Non SSI Units)

Rule 12 / Rule 9(7) Central Excise Rules, 2002/ CENVAT Credit Rules, 2004

10th May Central Excise Authorities

10. Monthly Excise return by EOU for the month of April, 2016 (Form No. ER-2)

Rule 17(3) Central Excise Rules, 2002 10th May Central Excise Authorities

Service Tax Related Compliances

11. File Service Tax Return in Form “ST-3” for the half year period covering between October, 2015 to March, 2016.

Return under section 70of the Finance Act, 1994& Rule 7 of Service TaxRules

Finance Act, 1994Service Tax Rules, 1994

25th April Service Tax Authorities

12. Pay Service Tax in Challan GAR – 7, collected for the month of April 2016 by persons other than individuals proprietors and partnership firms. *(in case of Payment through Internet banking)

Section 68 Read with Rule 6 Finance Act, 1994Service Tax Rules, 1994

05th May*06th May

Service Tax Authorities

Income-tax Related Compliances

13. Monthly payment of TDS for the Month of March on all types of payments

Section 200 Income-tax Act, 1961 30th April Income Tax Authorities

14. Quarterly payment of TDS for payments with the prior approval of the Joint Commissioner for the Quarter ending March 31.

Section 192, 194A, 194D or 194H

Income-tax Act, 1961 30th April Income Tax Authorities

15. Contractor’s Bill / Advertising / Professional service Bill - TDS collected for the previous month Section 194J (April, 2016)

Section 194CSection 194J

Income-tax Act, 1961 07th May Income Tax Authorities

16. Monthly payment of TCS (April, 2016)

Section 206 Income-tax Act, 1961 07th May Income Tax Authorities

17. TDS from Salaries for the previous month (April 2016) Section 192 Income-tax Act, 1961 07th May Income Tax Authorities

18. Deposit TDS from salaries for the previous month in Challan No.281 (April 2016)

Section 192 Income-tax Act, 1961 07th May Income Tax Authorities

Compliance Checklist

NIRC - ICSI Newsletter | April 2016 12

S. No. Activities Sections/Rules/ Clauses, etc.

Acts/Regulations etc. Compliance Due Date

To whom to be submitted

RBI Related Compliances

19. Monthly statement of short term dynamic liquidity in Form ALM-I

DNBS (PD).CC.No.15 /02.01/2000-2001 dated June 27, 2001

Circular 10th April RBI

20. Quarterly submission of Monetary and Supervisory Return (Form NBS- 5)

DNBS.PD.CC.No. 227/03.10.042/ 2011-12 dated July 01, 2011

Master Circular 10th April RBI

21. Quarterly return on Details of Assets and Liabilities in Form NBS-1

Master Circular DNBS.PD.CC.No.282/03.10.042/2012-13 dated July 02, 2012

15th April RBI

22. Quarterly return on Capital Funds, Risk Assets, Asset Classification in Form NBS-2

Master Circular DNBS.PD.CC.No.282/03.10.042/2012-13 dated July 02, 2012

15th April RBI

23. Quarterly return on Statutory Liquid Assets in Form NBS-3

Master Circular DNBS.PD.CC.No. 227/03.10.042/ 2011-12 dated July 01, 2011

15th April RBI

24. File a quarterly result on frauds outstanding Circular dated04.09.2007

Department of Non Banking Supervision

15th April RBI

25. Half yearly statement of structural liquidity in Form ALM- II

Circular Circular No. 15 of NBFC Supervision Division

20th April RBI

26. Half yearly statement of interest rate sensitivity in Form ALM- III

Circular Circular No. 15 of NBFC Supervision Division

20th April RBI

27. Half- yearly Asset- Liability Management Return (Form ALM)

DNBS.PD.CC.No. 227/03.10.042/ 2011-12 dated July 01, 2011

Master Circular 30th April RBI

28. Quarterly Return by NBFC DNBS.PD.CC.No. 227/03.10.042/ 2011-12 dated July 01, 2011

Master Circular 30th April RBI

29. Quarterly Return of overseas investment DNBS.PD.CC.No. 227/03.10.042/ 2011-12 dated July 01, 2011

Master Circular 30th April RBI

30. Monthly return (NBS-6) on exposure to capital market Para 13B NBFC Prudential Norms (Reserve Bank) Directions, 1998

07th May RBI

31. Monthly Return on Important Financial Parameters DNBS (RID) C.C. No.57/02.05.15/2005-06 datedSep 6, 2005

Circular 07th May RBI

32. Reporting of actual transactions of ECB in form ECB-2 within 7 working days (April)

ECB Rules FEMA, 1999 08th May RBI through Authorized Dealer

33. Monthly statement of short term dynamic liquidity in Form ALM-I

DNBS (PD).CC.No.15 /02.01/2000-2001 dated June 27, 2001

Circular 10th May RBI

Economic, Industrial & Labour Law Related Compliances

34. Monthly payment of Provident Fund (PF) (Non Corporate)

(a) Paragraph 38 of Employees Provident Funds Scheme, 1952(b) Section 418 of the Companies Act, 1956

(a) Employees’ Provident Funds and Misc. Provisions Act, 1952 (b) Exempted Scheme

15th April Provident Fund Authorities Trustees of Provident Fund

35. File monthly return for employees leaving / joining during the month of March (Form No.5)

Paragraph 20(2) read with Paragraph 36(1) & (2)

The Employees Pension Scheme, 1995 (For exempted establishments under Employees Provident Fund and Misc. Provisions Act, 1952)

15th April Provident FundCommissioner

36. i) File monthly Return of employees entitled for membership of Insurance Fund (Form No.2(IF))

ii) File monthly Return for members of Insurance Fund leaving service during the month of March (Form no. 3(IF))

iii) File monthly return of members joining service during the month of March(Form No. F4(PS))

Paragraph 10 The Employees Deposit Linked Insurance Scheme,1976 (For exempted establishments under Employees Provident Fund and Misc. Provisions Act, 1952)

15th April Provident FundCommissioner

Compliance Checklist

NIRC - ICSI Newsletter | April 2016 13

S. No. Activities Sections/Rules/ Clauses, etc.

Acts/Regulations etc. Compliance Due Date

To whom to be submitted

37. Payment of ESI contribution for the previous month Regulation 31 Employees’ State Insurance Act, 1948 andEmployees State Insurance (Gen.) Regulations, 1950

21st April ESIC Authorities

38. Monthly return of Provident Fund for the previous month (March) Provident funds

Paragraph 38 of Employees’ Provident Act, 1952

Employees Provident Funds and Misc. Scheme, 1952

25th April Provident Fund Authorities

39. Monthly return of Provident Fund for the previous month with respect to International Workers.

Paragraph 36 The Employees' Provident Funds Scheme, 1952

25th April Provident Fund Authorities

40. EPF/ EPS - Member's annual Contribution card Paragraph 38 The Employees' Provident Funds Scheme, 1952

30th April Provident Fund Authorities

41. EPF/EPS - Consolidated annual contribution statement

Paragraph 38 The Employees' Provident Funds Scheme, 1952

30th April Provident Fund Authorities

42. Exempted Establishment – EPS – Annual - Contribution card for members for the year

Paragraph 38 The Employees' Provident Funds Scheme, 1952

30th April Provident Fund Authorities

43. Exempted Establishment – EPS – Annual - Consolidated annual contribution statement

Paragraph 38 The Employees' Provident Funds Scheme, 1952

30th April Provident Fund Authorities

44. Exempted Establishment – EDLIS – Annual - Consolidated annual contribution statement

Paragraph 38 The Employees' Provident Funds Scheme, 1952

30th April Provident Fund Authorities

45. In case of graduate, technician (vocational), send a record of work for each quarter in Form Apprenticeship 3 in Schedule III

Section 2 Rule 14(11) Apprentices Act, 1961 and Apprenticeship Rules, 1962

30th April Director Regional Board of Apprenticeship Training

Stock Exchange / Listing Compliance46. Quarterly Corporate Governance Compliance

Certificate/ReportRegulation 27(2) SEBI(Listing Obligations and

Disclosure Requirements) 201515th April Securities & Exchange

Board of India

47. Submission of Shareholding Pattern as at the end of the previous quarter

Regulation 31(1)(b) SEBI(Listing Obligations and Disclosure Requirements) 2015

21st April Securities & Exchange Board of India

48. Statement of giving the number of Investor Complaints pending at the beginning of the Quarter those received during quarter, disposed during quarter and those remaining unresolved at the end of quarter.

Regulation 13(3) SEBI(Listing Obligations and Disclosure Requirements) 2015

21st April Securities & Exchange Board of India

49. Statement of Variation and Deviation Regulation 32(1) SEBI(Listing Obligations and Disclosure Requirements) 2015

21st April Securities & Exchange Board of India

50. Reconciliation of Share Capital Audit Regulation 55A SEBI (Depositories and Participant) Regulation 1996

30th April (within 30 days from the end of the Quarter)

Securities & Exchange Board of India

51. Certificate under clause 7[3] of the Listing Agreement Regulation 7(3) SEBI(Listing Obligations and Disclosure Requirements) 2015

30th April (within one month from the end of the Half Financial Year)

Securities & Exchange Board of India

52. Certificate from Practicing Company Secretary certifying that all certificates have been issued within 30 days of the date of lodgment for transfer/sub division, consolidation, renewal, exchange or endorsement of calls/allotment monies.

Regulation 40(10) SEBI(Listing Obligations and Disclosure Requirements) 2015

30th April (within one month from the end of the Half Financial Year)

Securities & Exchange Board of India

53. Payment of Annual Listing Fees to Stock Exchange Regulation 14 SEBI(Listing Obligations and Disclosure Requirements) 2015

30th April Securities & Exchange Board of India

Depositories54. Submit monthly statement on substitution of names

of depositories in the previous quarter.Regulation 54(5) SEBI (Depositories & Participants)

Regulations, 199607th May Depositories

Note : While every care has been taken in the preparation of this Compliance Check List for the Month of April, 2016, to ensure its accuracy at the time of publication, NIRC – ICSI assumes no responsibility for any errors which despite all precautions, may be found therein. Members are requested to check the latest position with the original sources before acting upon on the information published in this newsletter. Neither this Newsletter nor the information contained herein constitutes a contract or will form the basis of a contract. The material contained in this document does not constitute/ substitute professional advice that may be required before acting on any matter.

Compiled by: CS Abhishek Gupta

NIRC - ICSI Newsletter | April 2016 14

Forthcoming Programs

FORTHCOMING PROGRAMS OF NIRC-ICSIDay & Date Program Topic Venue Timings Credit

HoursFees

Monday11-04-2016

Women Empowerment Series

The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

ICSI-NIRC Building, 4, Prasad Nagar Institutional Area,  New Delhi

5:30 pm to 8.00 p.m.

2 Free

Friday15-04-2016

One day Program Corporate Governance - Business Ethics & Culture Changes

Hotel Lalit, Barakhamba Lane, New Delhi

11:00 am to 5.00 p.m.

4 Rs.1750; Free for Corporate Members of NIRC

Monday18-04-2016

Meeting of Practising Company Secretaries

Threats & Solutions - Cyber Laws

ICSI-NIRC Building, 4, Prasad Nagar Institutional Area,  New Delhi

5:30 pm to 8.00 p.m.

2 Free

Friday22-04-2016

Study Session NCLT JANAK GUEST HOUSEC-2/6, Janakpuri, ND-110058

5:30 pm to 8.00 p.m.

2 Rs.200; including Corporate Members of NIRC

Saturday23-04-2016

UP State Conference CS - Spectrum of Opportunities

HOTEL‘ROYAL CLIFF’, Swaroop Nagar, Kanpur

9 am to 5 pm

6 Rs.1000; FREE for Corporate Members (Delhi & Chapters)

Monday, 25-04-2016

Empowerment Series Opportunities under GST

ICSI-NIRC Building, 4, Prasad Nagar Institutional Area,  New Delhi

5:30 pm 2 Free

Saturday30-04-2016

Seminar Practical Aspects of Handling Board Meetings & General Meetings (covering SS-I & SS-2)

ICSI-NIRC Building, 4, Prasad Nagar Institutional Area,  New Delhi

10 am to 5 pm

4 Rs.500; FREE for Members of YUVA Corporate Membership Scheme ofNIRC

Saturday07-05-2016

One day Workshop Labour Laws – Compliances & Procedures

ICSI-NIRC Building, 4, Prasad Nagar Institutional Area,  New Delhi

10:00 am to 5.00 p.m.

4 Rs.400 upto 3.5.2016; Thereafter Rs.500 depending upon availability of seats including Corporate Members of NIRC (NO ON THE SPOT REGISTRATION

Fri. & Sat.20-21.5.2016

Regional Residential Conference of NIRC of ICSI

Jim Corbett National Park, Uttarakhand

Details will be sent through e-mail

For details visit: www.icsi.edu/niro

NIRC - ICSI Newsletter | April 2016 15

News From NIRC

NIRC organised the following programs:

Date Program Chief Guest/speakers Present5.03.2016 Campus Placement for

Students(Trainees)CS Manish Gupta, CS Alka Arora  & participants

6.03.2016 Professional Development Program for students

CS Payal Kataria & CS Himanshu Harbola Students of the Institute

6.03.2016 Inauguration of 231st MSOP at Bhilwara

Chief Guest: Dr. R C Lodha, Executive Director, Central Bank of India

CS V S Tapadia, other members of Managing Committee of Bhilwara Chapter and participants

8.03.2016 INTERNATIONAL WOMEN'S DAY program on the Theme "Empowering Women Inspiring Change"

Key Note Speaker: Prof. Asha Kadyan, Vice-Chancellor, Bhagat Phool Singh Mahila Vishwavidyalaya, Sonepat Guest Speakers : CS Preeti Malhotra, Past President, ICSI; Ms. Ruby Bhatia and Dr. Tripti Sharan

CS Manish Gupta, CS Vineet Chaudhary, CS Pradeep Debnath, CS Monika Kohli, CS Nitesh Sinha, CS Saurabh Kalia, Mr. S K Nagar, CS Alka Arora and members

9.03.2016 48th Executive Development Program for students

Members of the Institute and other professionals

Students of the Institute

12.03.2016 Professional Development Program for students

CS Mayank Goel & CS Saurabh Ahuja Students of the Institute

18.03.2016 Valedictory Function of 230th MSOP Mr. Chandrashekhar, MD, Tarini Group of Companies

CS Manish Gupta, CS Nitesh Sinha, CS Alka Arora and participants

19.03.2016 National Seminar on “Entrepreneurship, Skill Development and Governance in MSMEs”

Chief Guest: Shri K.K Jalan, IAS, Secretary, Ministry of Micro, Small & Medium Enterprises, Govt. of India Guest Speakers: Mr. Satvinder Singh, Senior General Manager, NSIC; Ms. Rana Usman Regional Head, Northern Office and Senior Asst. Vice President, NSE; Mr. R. K. Panigrahi, Director MSME Development Institute; Mr.Himanshu Tirthani, National Skill Development Corporation (NSDC); Mr. Rajiv Chawla, Chairman, JaiRaj Group of    Industries;  Dr. Anand Saxena, Associate Professor,  Deen Dyal Upadhay College, University of Delhi; Dr. Rajeshwari Narendran, Director, Academy of HRD, Ahmedabad, Management Professor, MLS University, Udaipur & Former President, Indian Society for Training & Development and CS H P Vyas

CS (Dr.) Shyam Agrawal, CS Manish Gupta, CS Vineet Chaudhary, CS Pradeep Debnath, CS Monika Kohli, CS Nitesh Sinha, CS Sonia Baijal, CS Alka Arora and members

19.03.2016 Professional Development Program for students

Col. Davinder Kassal Students of the Institute

20.03.2016 Valedictory Function of 231st MSOP at Bhilwara

Chief Guest: CS R.L. Nolkha, Chairman, Nitin Spinners Ltd.Guests of Honour: CS Ranjeet Pandey and CS Manish Gupta

CS V S Tapadia, CS R K Jain, CS Nitin Mehta, other members of Managing Committee of Bhilwara Chapter and participants

21.3.2016 Inauguration of 232nd MSOP CS Brijesh Daga, Vice President & Company Secretary, J K Lakshmi Cement Ltd. and Mr. Sanjay Sharma, President, Delhi Sales Tax Bar Association

CS Manish Gupta, CS Deepak Arora, CS Nitesh Sinha, CS Alka Arora and participants

21.3.2016 Meeting of Company Secretaries in Practice on Preparedness of NCLT and Celebration of Holi

Guest Speaker: CS P K Mittal, Former Council Member, ICSI

CS Manish Gupta, CS Pradeep Debnath, CS Deepak Arora,CS Nitesh Sinha, CS Saurabh Kalia, CS Alka Arora and members

21.03.2016 to 22.03.2016

2 days  Induction for students Members of the Institute and other professionals

Students of the Institute

NIRC ACTIVITIES

NIRC - ICSI Newsletter | April 2016 16

News From NIRC26.03.2016 One Day Workshop on Companies

(Amendment) Bill 2016Guest Speaker: CS Vinod Kothari, Practising Company Secretaries

CS Nitesh Sinha and members

27.03.2016 Study Session on NCLT Guest Speaker: CS NPS Chawla(Immediate Past Chairman, NIRC-ICSI)

CS Vishal Lochan Agarwal and members

28.03.2016 Inauguration of 233rd MSOP Chief Guest: CS G P Madaan (Past Chairman, NIRC-ICSI)

CS Dhananjay Shukla, CS Nitesh Sinha, CS Alka Arora and participants

28.03.2016 Empowerment Serieson Opportunities Under FEMA 

Guest Speaker : CS Atul Mittal (Former Central Council Member, ICSI)

CS Nitesh Sinha, CS Alka Arora and members

28.03.2016 to 30.03.2016

3 days  e-governance for students Members of the Institute and other professionals

Students of the Institute

2.04.2016 One Day Workshop on “How to be an NCLT Practitioner?”

Chief Guest and Key-note Speaker:Hon’ble Mr. Justice D.R. Deshmukh, Former Chairman, Company Law BoardGuest Speakers: Ms. Malini Sud, Advocate and Mr. P Nagesh, Advocate

CS Manish Gupta, CS Dhananjay Shukla, CS Rajiv Bajaj, CS Rajeev Bhambri, CS Monika Kohli, CS NPS Chawla, CS Nitesh Sinha, CSAlka Arora and members

COMPANY SECRETARIES BENEVOLENT FUNDMEMBERS ENROLLED FROM NIRC AS LIFE MEMBERS OF THE COMPANY SECRETARIES BENEVOLENT

FUND DURING THE PERIOD 21/02/2016 TO 21/03/2016Sr. No. LM NO. NAME MEMB NUMBER CITY

1 11147 MR. RAJAN KUMAR PANDEY ACS - 35171 NOIDA

2 11149 MS. RENU SINGH ACS - 29426 SAHIBABAD

3 11151 MR. MANEESH SRIVASTAVA FCS - 7414 NEW DELHI

4 11152 MR. GAURAV AGRAWAL ACS - 38136 ALLAHABAD

5 11153 MR. MANISH KUMAR AGRAHARI ACS - 31791 ALLAHABAD

6 11154 MS. MANIA SARKAR ACS - 30526 NOIDA

7 11158 MR. RATTAN LAL ACS - 33685 LUDHIANA

8 11159 SH. SITANSHU SEKHAR DASH ACS - 24299 NOIDA

9 11160 MR. GAURAV KUMAR ACS - 40207 DELHI9

10 11161 MR. AMIT SHANKAR ACS - 39173 NEW DELHI

11 11163 MR. VARUN JAIN ACS - 34502 NEW DELHI

12 11166 MR. ASHISH KUMAR TIWARI ACS - 39516 NEW DELHI

13 11171 MR. IQBALJIT SINGH AUJLA ACS - 34144 DELHI

14 11176 SH. VINAY KUMAR PURWAR ACS - 24363 GHAZIABAD

15 11177 SH. TUMUL MAHESHWARI ACS - 16464 DELHI

16 11179 MS. KANIKARANI ACS - 33219 KARNAL

17 11182 MR. VISHAL SAURAV ACS - 32702 NEW DELHI

18 11187 MR. UTTAM SINGH NEGI ACS - 28109 DELHI

19 11191 MR. ANKIT JUNEJA ACS - 31968 JAIPUR

20 11194 MR. TAUQEER KHAN ACS - 39951 KANPUR

21 11199 MS. MANPREET KAUR SAHNI ACS - 43321 DELHI

22 11206 MR. RAMESH SINGH ACS - 42990 SARDARSHAHAR

23 11210 MR. VAIBHAV JOSHI ACS - 38945 NEW DELHI

24 11211 MR. ANKUSH KUMAR GUPTA ACS - 43342 BARAMULLA DISTT.

 CHAPTERS OF NIRC-ICSIAgra, Ajmer, Allahabad, Alwar, Amritsar, Bareilly, Bhilwara, Bikaner, Chandigarh, Dehradun, Faridabad, Ghaziabad, Gurgaon, Jaipur, Jalandhar, Jammu, Jodhpur,  Kanpur, Karnal-Panipat, Kota, Lucknow, Ludhiana, Meerut, Modinagar, Noida, Shimla, Sonepat, Srinagar,  Udaipur, Varanasi & Yamuna Nagar.

NIRC - ICSI Newsletter | April 2016 17

CORPORATE MEMBERSHIP OF NIRC-ICSI FOR THE YEAR 2016-17

The fee structure for the corporate embership for financial year 2016-17 is as

under:Particulars Amount upto 15.4.2016

(Inclusive of Service Tax)(Service Tax Registration No.AAATT1103FSD005)(PAN NO.AAATT1103F)

Amount After 15.4.2016

(Inclusive of Service Tax)

For Members Rs. 9,500 Rs. 10,000For PCS Rs. 8,900 Rs. 9,400For Non-Members Rs. 10,600 Rs. 11,100For Senior Citizens Rs. 7,800 Rs. 8,300

The fee structure for the corporate embership for financial year 2016-17 is as

under:Particulars Amount upto 15.4.2016

(Inclusive of Service Tax)(Service Tax Registration No.AAATT1103FSD005)(PAN NO.AAATT1103F)

Amount After 15.4.2016

(Inclusive of Service Tax)

For Members Rs.12,500 Rs.13,000For PCS Rs.11,900 Rs.12,400

For Non-Members Rs.13,600 Rs.14,100For Senior Citizens Rs.10,800 Rs.11,300

The Corporate Members for the year 2015 were also given Annual Legal & Compliance Referencer - 2016 and were also invited in New Year Celebration and Dinner free of cost. Further, concessional fee was charged from the corporate members for the State Conferences and other residential programs as organized by the NIRC during the year.Your Regional Council has decided that Rs.100/- per member who joins the NIRC Corporate Membership Scheme for the year 2016-17 will be contributed to Company Secretaries Benevolent Fund (CSBF). This is very novel initiative which will considerably help in increasing the corpus of the CSBF.The payment for Corporate Membership can be made through following options:Option 1 – Cash deposit at NIRC Building, 4 Prasad Nagar Institutional Area, New DelhiOption 2- NEFT transfer to NIRC- ICSI Saving Bank Account No. SB- 90062010039267Syndicate Bank, East Patel Nagar, New Delhi – 110008, RTGS/ NEFT IFSC – SYNB0009006Option 3 Online payment through link :-www.icsi.edu/niro/RegionalCouncil/RegionalCouncilMembers/Home.aspxOption 4 Cheque/DD towards the Corporate Membership Fee for the requisite amount be drawn in favour of “NIRC of the ICSI” and sent to Regional Director, NIRC of ICSI, 4, Prasad Nagar Institutional Area , New Delhi-110005.Note: Bank and online gateway Charges will be additionally paid by the user and Transaction ID alonghwith details to be mailed to niro@icsi.edu and alka.arora@icsi.edu and CC to mukesh.jinara@icsi.edu

Corporate Membership Scheme – Option-I (Delhi)�� To attend all the paid programs (Except workshop and residential

programs) organized by NIRC at Delhi free of charge throughout the financial year 2016-2017.

�� Minimum 12 Program will be organised under this Scheme.�� The member may depute any other officer only from his/her

organization with the authorization on letter head of the Company, certifying that the nominated person is from his/her organization.

�� The individual member/PCS may depute only his partner, employee from his/her Firm with the authorization on letter head, certifying that the nominated person is from his/her Firm.

�� Credit hours will be given to only those members who joins the program upto 11.00 a.m.

�� PDP hours will be given to only those students who pay the participation fee.

�� Presentation made by the speakers of all programs will be shared.�� Minimum 12 Program at  Delhi  & all programs organised by the

participating Chapters will be covered under this Scheme.�� The member may depute any other officer only from his/her

organization with the authorization on letter head of the Company,

Corporate Membership Scheme –Option-II (Delhi & Chapters)�� To attend all the paid programs (Except workshop and residential

programs) organized by NIRC & its participating Chapters at any location throughout Northern Region free of charge throughout the financial year 2016-2017.

�� Minimum 12 Program at Delhi & all programs organised by the participating Chapters will be covered under this Scheme.

�� The member may depute any other officer only from his/her organization with the authorization on letter head of the Company, certifying that the nominated person is from his/her organization for all the programs to be held in Delhi (Not applicable for programs organised by the participating chapters).

�� The individual member/PCS may depute only his partner, employee from his/her Firm with the authorization on letter head, certifying that the nominated person is from his/her Firm for all the programs to be held in Delhi (Not applicable for programs organised by the participating chapters).

�� Credit hours will be given to only those members who joins the program upto 11.00 a.m.

�� PDP hours will be given to only those students who pay the participation fee.

�� Presentation made by the speakers of all programs will be shared

The Corporate Membership Scheme of NIRC of ICSI is open for the Financial Year 2016-17 (April’16 to March’17). Anyone becoming a member under the Scheme shall be entitled to the following benefits:

Corporate Membership

NIRC - ICSI Newsletter | April 2016 18

Corporate Membership

”Madam, what happened to the offer of Secretary’s job in the new upcoming professional company?”“It is almost impossible to fulfil the Undertaking , the company is asking for.”“What is that?”“No chit chatting, gossiping and back biting during office hours.”

***************** ”Why Paramjeet Singh, a very learned and experienced person has not been found fit for the position of CEO.”“He lacked confidence.”“In what respect?”“While working in company , he still felt that GOD is supreme.”

—CS PARAMJEET SINGH, pslawadvisers@yahoo.com

Members may send their contribution for this column at e-mail niro@icsi.edu for publication in the NIRC Newsletter-Insight. Decision of the Editorial Board of Newsletter in this regard will be final

LIGHTER SIDE OF THE PROFESSION

FORM OF CORPORATE MEMBERSHIP OF NIRC-ICSI FOR PROFESSIONAL

DEVELOPMENT PROGRAMS FOR THE FINANCIAL YEAR 2016-17(OPTION-I (DELHI) / OPTION-II (DELHI & CHAPTERS) / YUVA CORPORATE MEMBERSHIP

(1) Name of Nominated Person : ..............................................................................................................................................................................

(2) Membership No (ACS/FCS) : ...........................................................................................................................................................................

(3) Corporate Membership No. of NIRC : ..........................................................................................................................................................

(For existing members only)

(4) Sponsoring Organisation : ................................................................................................................................................................................

Telephone ....................... Fax ...............................................................................................................................................................................

Mobile..............................................................E-mail ...........................................................................................................................................

(5) Details of Payment of Fee Online/ NEFT transfer /Cash/Cheque/DD No/ ............................. dated........................................ ....

Bank ................................................................................................................................................................ Amount ........................................

.....................................................................................................................................................................................................................................

Date : ................................ Signature...........................................................

NIRC - ICSI Newsletter | April 2016 19

CSBF

CS MANISH GUPTAChairman09212221110

NIRC - ICSI Newsletter | April 2016 20

Forthcoming Program

 is organizing

 Seminaron

PRACTICAL ASPECTS OF HANDLING BOARD MEETINGS &GENERAL MEETINGS (COVERING SS-I & SS-2)

 on

Saturday, the 30th April, 2016from

10.00 am onwards (Registration starts at 9.30 AM)

atICSI-NIRC Building Auditorium

4, Prasad Nagar Institutional Area, New Delhi-110 005Fee:

Rs.500/- (Inclusive of Service Tax)

Free for members of YUVA Corporate Membership Scheme of NIRC 

Registration:In order to make necessary arrangements, Members are requested to enrol well in advance with Regional

Director, NIRC-ICSI, 4, Prasad Nagar Institutional Area, New Delhi. Tel.:+91-11-49343000, E-mail: niro@icsi.edu

PROGRAM CREDIT HOURS: 04 (Credit Hours will be given to only those members who joins the programs upto 10.30 AM.

and mark the attendance both at the beginning & conclusion of the program)With best regards, 

CS MANISH GUPTAChairman, NIRC of ICSIMobile: 09212221110

E-mail: manish@rmgcs.com

CS NITESH KUMAR SINHAChairman, Prof. Dev. & Programs

Coordination Committee, NIRC- ICSIMobile: 9871500827

Email: info@csnitesh.com

NIRC - ICSI Newsletter | April 2016 21

Forthcoming Program

is organizing

Program on

CORPORATE GOVERNANCE - BUSINESS ETHICS & CULTURE CHANGES

on

Friday, the 15th April, 2016from

11.00 am onwards (Registration starts at 10.00 AM)at

Hotel The LaLiT, New Delhi

Barakhamba Avenue, Connaught Place, New Delhi - 110 001

(Near Barakhamba Road Metro Station) Fee:

Rs.1750/- per delegate inclusive of service tax ;FREE for Corporate Members of NIRC

Registration:

In order to make necessary arrangements, Members are requested to enrol well in advance with RegionalDirector, NIRC-ICSI, 4, Prasad Nagar Institutional Area, New Delhi. The cheque for delegate

fee may please be drawn in favour of NIRC of ICSI payable at New Delhi. Tel.:+91-11-49343000, Fax: 25722662 E-mail: niro@icsi.edu

PROGRAM CREDIT HOURS: 04

(Credit Hours will be given to only those members who joins the programs upto 11.30 AM.and mark the attendance both at the beginning & conclusion of the program)

With best regards,

CS MANISH GUPTAChairman,NIRC of ICSIMobile: 09212221110 E-mail: manish@rmgcs.com

CS NITESH KUMAR SINHAChairman, Prof. Dev. & Programs Coordination Committee, NIRC- ICSIMobile: 9871500827Email: info@csnitesh.com

(MEMBERS MAY TAKE NOTE OF THAT CORPORATE MEMBERSHIP FEE WILL ALSO BE ACCEPTED AT THE VENUE OF THE PROGRAM WITH EARLY BIRD

DISCOUNT i.e. UPTO 15TH APRIL, 2016, MEMBERS MAY SEND THEIR CON-FIRMATION FOR MAKING NECESSARY ARRANGEMENTS)

NIRC - ICSI Newsletter | April 2016 22

Forthcoming Program

is organising

UP STATE CONFERENCE (Host: Kanpur Chapter)

on the Theme

CS - SPECTRUM OF OPPORTUNITIES(Coverage: National Company Law Tribunal & Appellate Tribunal and Goods & Service Tax - Opportunities & Preparedness)

on

Saturday, the 23rd April, 2016(9.00 AM to 5.00 PM)

Delegate Fees (inclusive of Service Tax):

For Members/Others Rs.1000/-For Students Rs.800/-Corporate Members of NIRC (Delhi & Chapters)

FREE

Venue:

HOTEL ‘ROYAL CLIFF’Swaroop Nagar, Kanpur

Program Credit Hours for Members: 06

PDP Hours for Students: 08

Registration: In order to make necessary arrangements, Members are requested to enrol well in advance with

Regional Director, NIRC-ICSI, 4, Prasad Nagar Institutional Area, New Delhi OR Kanpur Chapter of NIRC of ICSI, 118/90, Gumti Plaza, 2nd Floor, Kaushal Puri, Gumti No.5, Kanpur. The cheque for

delegate fee may please be drawn in favour of NIRC of ICSI payable at New Delhi OR Kanpur Chapter of NIRC of ICSI payable at Kanpur.

Tel.:+91-11-49343000, Fax: 25722662 E-mail: niro@icsi.edu Phone : 0512-2296535/2212767; E-mail: kanpur@icsi.edu

With best regards, CS MANISH GUPTAChairman,NIRC of ICSIMobile: 09212221110 E-mail: manish@rmgcs.com

CS NITESH KUMAR SINHA(Program Director)Chairman, Prof. Dev. & Programs Coordination Committee, NIRC- ICSIMobile: 9871500827Email: info@csnitesh.com

CS VAIBHAV SHUKLA(Program Coordinator)Chairman, Kanpur Chapter of NIRC- ICSIMobile: 8081024410Email: vaibhav236@gmail.com

NIRC - ICSI Newsletter | April 2016 23

Images

1 Valedictory Function of 230th MSOP (18.3.2016): L to R CS Manish Gupta, Mr. Chandrashekhar (MD, Tarini Group of Companies – Chief Guest) and CS Nitesh Kumar Sinha. CS Alka Arora and Best participants/Best Project Report participants standing.

3 Inauguration of 232nd MSOP (21.3.2016): Group photograph of participants alongwith CS Brijesh Daga, Vice President & Company Secretary, J K Lakshmi Cement Ltd. and Mr. Sanjay Sharma, President, Delhi Sales Tax Bar Association, CS Manish Gupta, CS Deepak Arora, CS Nitesh Sinha, CS Tara Chand Sharma, CS Alka Arora and participants

5 231st MSOP held at Bhilwara (20.3.2016): Group photograph of participants alongwith CS Manish Gupta, CS Ranjeet Pandey, CS V S Tapadia, CS R K Jain and CS Sanjay Somani.

2 Valedictory Session of 231st MSOP held at Bhilwara (20.3.2016): CS R.L. Nolkha (Chairman, Nitin Spinners Ltd.), CS Ranjeet Pandey, CS Manish Gupta and CS V.S. Tapadia and Best participants/Best Project Report participants.

4 Inauguration of 233rd MSOP (28.3.2016): Group photograph of participants alongwith CS G P Madaan (Past Chairman, NIRC-ICSI)– Chief Guest, CS Dhananjay Shukla, CS Nitesh Sinha, CS Alka Arora, Dr. Bhole Shankar Sikhwal and participants

1

3

2

4

5

Congratulations

NIRC - ICSI Newsletter | April 2016 24

3 One Day Workshop on Companies (Amendment) Bill 2016 (26.3.2016): CS Preeti Garg and CS Nitesh Sinha welcoming CS Vinod Kothari, Practising Company Secretary by presenting green planter.

1 Release of YUVA Corporate Membership Scheme of NIRC (2.4.2016): Hon’ble Mr. Justice D.R. Deshmukh, (Former Chairman, Company Law Board) releasing YUVA Corporate Membership Scheme. Others seen from L to R CS NPS Chawla, CS Manish Gupta, CS Rajiv Bajaj, CS Nitesh Sinha, CS Deepak Kukreja and CS Monika Kohli.

2 Celebration of Holi (21.3.2016): Group photograph of members celebrating Holi alongwith CS Manish Gupta, CS Pradeep Debnath, CS Nitesh Sinha and CS Saurabh Kalia.

4 Meeting of Company Secretaries in Practice on Preparedness of NCLT (21.3.2016): CS Manish Gupta presenting memento to CS P. K. Mittal (Former Central Council Member, ICSI).

5 Empowerment Series on Opportunities Under FEMA (28.3.2016): Young Member and CS Nitesh Sinha presenting memento to CS Atul Mittal (Former Central Council Member, ICSI).

13-16.04.201609.04.2016

3 4 5

1 2

6

6 National Seminar on “Entrepreneurship, Skill Development and Governance in MSMEs”(19.03.2016): L to R Mr. Satvinder Singh, Senior General Manager, NSIC; Ms. Rana Usman, Regional Head, Northern Office and Senior Asst. Vice President, NSE; Mr. R. K. Panigrahi, Director MSME Development Institute; Mr.Himanshu Tirthani, National Skill Development Corporation (NSDC); CS H P Vyas, Practising Company Secretary,   Dr. Anand Saxena, Associate Professor,  Deen Dyal Upadhay College, University of Delhi; Mr. Rajiv Chawla, Chairman, JaiRaj Group of  Industries and Dr. Rajeshwari Narendran, Director, Academy of HRD, Ahmedabad, Management Professor, MLS University, Udaipur