ICSI Archives - Tax Heal

Guidance Note on Report of Board of Directors by ICSI

CA Satbir Singh — Tue, 21 May 2019 08:15:03 +0000

Report of Board of Directors

The Board’s Report is an important means of communication by the Board of Directors of a company with its stakeholders. The Board’s Report provides the stakeholders with both financial and non-financial information, including the performance and prospects of the company, relevant changes in the management and capital structure, recommendations as to the distribution of profits, future and on-going programmes of expansion, modernisation and diversification, capitalisation of reserves, further issue of capital and other relevant information.

The Companies Act 2013, mandates certain disclosures to be made in the Board’s Report, additionally, a listed company is required to comply with disclosures requirement stated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

To promote uniformity of disclosures in the Board’s Report, the “Secretarial Standard on Report of the Board of Directors” (SS-4), was issued by the Institute of Company Secretaries of India (ICSI), effective from 1^stOctober, 2018 for recommendatory observance.

This Guidance Note on Report of the Board of Directors issued by the ICSI, sets out the explanations, procedures and practical aspects in respect of the provisions contained in SS-4 to facilitate compliance thereof by the stakeholders.

Download ICSI Guidance Note on Report of Board of Directors (Direct Link) Click here

INC 22A (ACTIVE) Filing : ICSI Advisory

CA Satbir Singh — Mon, 29 Apr 2019 06:09:03 +0000

The Institute of Company Secretaries of India

Dear Professional Colleague,

Subject: Filing of e-Form INC 22A (ACTIVE) – ADVISORY

As per Rule 25A of the Companies (Incorporation) Rules, 2014 inserted through the Companies (Incorporation) Amendment Rules, 2019 and further amended through the Companies (Incorporation) Fourth Amendment Rules, 2019, “Every company incorporated on or before 31st December, 2017 shall file particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) on or before 15.06.2019”.

The above initiative of the Ministry can very well be considered as a move to strengthen the existing governance structure thereby bringing in greater stability in the corporate scenario.

However, it has been noticed that the compliance of the same is not being undertaken in true letter and spirit and that some of the corporates and professionals are resorting to unscrupulous practices by undertaking multiple appointments and resignations, solely for the purpose of compliance pertaining to e-form INC 22A (ACTIVE) without understanding and realizing the significance of this compliance.

For us as professionals, it needs to be understood that the wrong doing of a few members shall portray the entire profession in a bad light and raise concerns regarding the integrity and ethics of governance professionals.

In light of the above as well as the long-term impact of such activities, members of the Institute are advised to ensure complete integrity in their conduct and pursue the profession in an ethical manner.

It may please be noted that disciplinary action against such erring member(s) will be initiated under the Company Secretaries Act, 1980.

Regards,

(CS Ashok Kumar Dixit)
Officiating Secretary
The Institute of Company Secretaries of India

ICSI to launch Job Portal for Company Secretaries

CA Satbir Singh — Fri, 22 Mar 2019 01:36:57 +0000

The Institute of Company Secretaries of India ( ICSI ), according to the recommendation of the Council at its meeting held on 16th March 2019 has decided to launch three portals, including a placement portal for the Company Secretaries. The Council approved developing a

Placement portal,
a Practising Company Secretaries (PCS) Portal and
a Knowledge portal.

The placement portal is to benefit the Member, Students and Corporate by catering the employment/ training requirements of members, students, and corporate.

“It will be an excellent, easy-to-use and encouraging web-based platform which will provide organizations with a nation-wide talent pool of ICSI members and students to cater to their relevant hiring/training needs,” ICSI said in a statement.

The Knowledge Portal will serve as

a) An Online Repository of Various publication and research articles of ICSI with extended search feature with keywords

(b) Links for various research database

(c) Members contributions to the body of knowledge in Corporate Governance and other fields in form of articles and publications.

(d) Hosting of E-Magazine / Chartered Secretary on the portal.

(e) Would host the Publications launched in various Conventions / Programs

The Practising Company Secretaries (PCS) portal will help in mapping the PCS profile related to competency, skills sets and availability of PCS city wise and state wise. This will act as a work profile search engine industry wise.

Last year, the Institute of Chartered Accountants of India (ICAI), had launched a new web portal exclusively for job updates for Chartered Accountants.

ICSI-FAQ on Modified Switchover Scheme for Professional Programme 2007 (Old) Syllabus to Professional Programme 2012(New)

CA Satbir Singh — Tue, 20 Sep 2016 02:49:20 +0000

Professional Programme 2012(New)

Source ; Institute of Company Secretaries of India

FAQ on the Modified Switchover Scheme for Professional Programme 2007 (Old) Syllabus to Professional Programme 2012(New) Syllabus as announced by the Institute on 17.09.2016

Question 1 Please clarify which students are covered under the modified switchover Scheme announced by the Institute on 17.09.2016?

Ans. : All students registered in Professional Programme 2007 (Old) Syllabus who shall be switching over or have already switched over to 2012 (New) Syllabus shall be covered under the modified switchover Scheme announced by the Institute.

Question 2 Please clarify whether the Professional Programme 2007 (Old) Syllabus students shall be allowed further attempts under the 2007 (Old) Syllabus?

Ans. : No. All Professional Programme 2007 (Old) Syllabus Students shall be required to compulsorily switchover to Professional Programme 2012 (New) Syllabus from December, 2016 Session and no further examinations will be conducted under Professional Programme 2007 (Old) Syllabus.

Question 3 What are the steps to be taken by me now?

Ans. : You will have to use the online portal and use the switchover option from the dropdown Menu. Thereafter, you have to enroll for December, 2016

Session of Examinations in Professional Programme 2012 (New) Syllabus.

In case you directly try to enroll, the system will automatically prompt you to submit the switchover request. After enrollment, you have to wait till the middle of October, 2016 for updated status of paper-wise exemptions in your Online Account as well as under the Preliminary Examination Enrollment Status on the website.

Question 4 Please clarify whether all Professional Programme 2007(Old) Syllabus students who shall be switching over or have already switched over to Professional Programme (New) Syllabus shall be eligible for exemption from the paper “Information Technology and Systems Audit” paper under Professional Programme 2012 (New) Syllabus?

Ans. : Yes. All 2007 Syllabus Students switching over or have already switched over to Professional Programme 2012 (New) Syllabus shall be granted exemption in “Information Technology and Systems Audit Paper”. In other words, all students registered under Professional Programme 2007 (Old) Syllabus and already switched over to Professional Programme 2012 (New) Syllabus at any point of time shall be eligible for this exemption. Such students shall be eligible for exemption in the said paper even if they have already appeared in the examinations under Professional Programme 2012 (New) Syllabus.

Question 5 Please clarify whether all Professional Programme 2007(Old) Syllabus who have passed or having exemption in “Strategic Management, Alliances and International Trade” who shall be switching over or have already switched over shall be eligible for exemption from the Elective Paper under Module-3 under 2012 (New) Syllabus)?

Ans. : Yes. All those Students who have passed the “Strategic Management, Alliances and International Trade” paper under Professional Programme 2007 (Old) Syllabus shall be granted exemption in the Elective Paper under Module-3 of Professional Programme 2012 (New) Syllabus.

Question 6 What is the meaning of the word ‘cleared/exempted’ in the announcement?

Ans. : A student who has passed Module-3 under Professional Programme 2007(Old) Syllabus or is having an exemption in the paper “Strategic Management, Alliances and International Trade” on the basis of 60% Mark Criteria shall be eligible for exemption from the Elective Paper under Module-3 of Professional Programme 2012(New) Syllabus. The exemptions based on 60% Marks Criteria in any previous examinations is automatically reflected in the Online Student Account. If this exemption is reflected in Strategic Management, Alliances and International Trade paper, it will automatically convert itself to the Elective Paper after 10th October, 2016 in case you switchover now.

Question 7 The announcement on switchover and the exemptions in Information Technology and Systems Audit paper and Elective Paper on the basis of passing Strategic Management, Alliances and International Trade are for one time (December, 2016 Session) or perpetual ?

Ans. : Exemptions so granted as per the decision of the Institute are perpetual in nature till the time Student himself cancels this benefit.

Question 8 I do NOT desire to claim the exemptions as above. What should be done in such cases?

Ans. : Please submit a formal request for cancellation of such exemptions at exemption@icsi.edu for necessary action at the end of the Institute. The exemptions so cancelled shall not be reversed under any circumstances.

Question 9 I desire to change the Combination of Modules based on the modified switchover scheme as announced?

Ans. : In case the change of the Combination is directly based on the modified switchover scheme announcement, you shall have to submit additional fees or ask for refund, as the case may be, at our E-Mail id enroll@icsi.edu on or before the 10th October, 2016.

Question 10 Please clarify from which examination session the proposed exemptions shall be applicable?

Ans. : These exemptions shall come into force with effect from CS December, 2016 Session of Examinations onwards.

Question 11 Please clarify from which date the proposed exemptions shall be granted and will be reflected in the online account of the students?

Ans. : The exemptions to the eligible students shall be granted after 10th October, 2016 (which is the last date for enrollment to December, 2016 Session of Examination).

Question 12 After switchover to the 2012 (New) Syllabus, I will be left with two / three / four papers spread across different modules. Shall I be eligible to get the benefit of aggregate marks by adding the marks scored by me in papers under different modules?

Ans. : Students who shall be enrolling and appearing in ALL the remaining papers / modules under 2012 (New) Syllabus after switchover, shall be eligible to get the benefit of aggregate marks by adding the marks scored by them in papers under different modules. For instance, if a student is required to pass three papers under 2012(New) Syllabus under three different modules and if he scores 45, 46 and 59 Marks each in the said papers shall pass the examinations on the basis of scoring 50% aggregate marks across modules and minimum 40% marks in each paper, if appears in all such remaining papers on switchover, in one sitting

Question 13 When shall the refund of examination fee, if any, shall be processed? Do I have to claim the refund ?

Ans. : The refunds, if any, of excess examination fee after implementing the modified switchover scheme shall be processed after the December, 2016 Session of Examinations. Yes, you shall submit a formal request at enroll@icsi.edu for refund of the excess amount, if any.

Question 14 I have passed Module-I of the Professional Programme 2007(Old) Syllabus comprising of two papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. : You will have to appear in the following six papers spread in three Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination.

Modules under Professional Programme 2012 (New) Syllabus	Subject(s) to be passed
Module I	i) Secretarial Audit, compliance Management and DueDiligence. ii) Corporate Restructuring, Valuation and Insolvency.
Module II	iii) Financial, Treasury and Forex Management iv) Ethics, Governance and Sustainability
Module III	v) Advanced Tax Laws and Practice vi) Elective Paper

Question 15 I have passed Module – II of the Professional Programme 2007(Old) Syllabus comprising of two papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. : You will have to appear in the following six papers spread in three Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme 2012 (New) Syllabus	Paper(s) to be passed
Module I	i) Advanced Company Law and Practiceii) Secretarial Audit, compliance Management and Due Diligence.
Module II	iii) Ethics, Governance and Sustainability
Module III	iv) Advanced Tax Laws and Practicev) Drafting, Appearances and Pleadings vi) Elective Paper

Question 16 I have passed Module – III of the Professional Programme 2007(Old) Syllabus comprising of two papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. You will have to appear in the following six papers spread in three Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme 2012 (New) Syllabus	Paper(s) to be passed
Module I	i) Advanced Company Law and Practiceii) Secretarial Audit, compliance Management and Due Diligence. iii) Corporate Restructuring, Valuation and Insolvency
Module II	iv) Financial, Treasury and Forex Management v) Ethics, Governance and Sustainability
Module III	vi) Drafting, Appearances and Pleadings

Question 17 I have passed Module – IV of the Professional Programme 2007(Old) Syllabus comprising of two papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. You will have to appear in the following six papers spread in three Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme 2012 (New) Syllabus	Paper(s) to be passed
Module I	i) Advanced Company Law and Practiceii) Corporate Restructuring, Valuation and Insolvency
Module II	iii) Financial, Treasury and Forex Management
Module III	iv) Advanced Tax Laws & Practicev) Drafting, Appearances and Pleadings vi) Elective Paper

Question 18: I have passed Module – I & Module – II of the Professional Programme 2007(Old) Syllabus comprising of Four papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. You will have to appear in the following Four papers spread in three Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme2012 (New) Syllabus	Paper(s) to be passed
Module I	i) Secretarial Audit, compliance Management and DueDiligence.
Module II	ii) Ethics, Governance and Sustainability
Module III	iii) Advance Tax Laws & Practice iv) Elective Paper

Question 19 I have passed Module – I & Module – III of the Professional Programme 2007(Old) Syllabus comprising of Four papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. You will have to appear in the following Four papers spread in two Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme2012 (New) Syllabus

Paper(s) to be passed

Module I

i) Secretarial Audit, compliance Management and DueDiligence.

ii) Corporate Restructuring, Valuation and Insolvency

Module II

iii) Financial, Treasury and Forex Management iv) Ethics, Governance and Sustainability

Question 20: I have passed Module – I & Module – IV of the Professional Programme 2007(Old) Syllabus comprising of Four papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. : You will have to appear in the following Four papers spread in three Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme2012 (New) Syllabus	Paper(s) to be passed
Module I	i) Corporate Restructuring, Valuation and Insolvency
Module II	ii) Financial, Treasury and Forex Management
Module III	iii) Advance Tax Laws & Practice iv) Elective Paper

Question 21 I have passed Module – II & Module – III of the Professional Programme 2007(Old) Syllabus comprising of Four papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. : You will have to appear in the following Four papers spread in three Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme2012 (New) Syllabus	Paper(s) to be passed
Module I	i) Advanced Company Law and Practiceii) Secretarial Audit, compliance Management and Due Diligence.
Module II	iii) Ethics, Governance and Sustainability
Module III	iv) Drafting, Appearances and Pleadings

Question 22: I have passed Module II & Module IV of the Professional Programme 2007(Old) Syllabus comprising of Four papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. : You will have to appear in the following Four papers spread in Two Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme 2012 (New) Syllabus	Paper(s) to be passed
Module I	i) Advanced Company Law and Practice
Module III	ii) Advanced Tax Laws & Practiceiii) Drafting, Appearances and Pleadings iv) Elective Paper

Question 23 I have passed Module III & Module IV of the Professional Programme 2007(Old) Syllabus comprising of Four papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. : You will have to appear in the following Four papers spread in three Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme 2012 (New) Syllabus	Paper(s) to be passed
Module I	i) Advance Company Law and Practiceii) Corporate Restructuring, Valuation and Insolvency
Module II	iii) Financial, Treasury and Forex Management
Module III	iv) Drafting, Appearances and Pleadings

Question 24: I am left with Module I only of the Professional Programme 2007(Old) Syllabus comprising of Two papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. : You will have to appear in the following Two papers spread in Two Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme2012 (New)

Syllabus

Paper(s) to be passed

Module I

i) Advanced Company Law and Practice

Module III

ii) Drafting, Appearances and Pleadings

Question 25 I am left with Module II onlyof the Professional Programme 2007(Old) Syllabus comprising of Two papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. : You will have to appear in the following Two papers spread in Two Modules under the Professional Programme 2012 (New) Syllabus to complete the Final Examination:

Modules under Professional Programme 2012 (New) Syllabus	Paper(s) to be passed
Module I	i) Corporate Restructuring, Valuation and Insolvency
Module II	ii) Financial, Treasury and Forex Management

Question 26: I am left with Module III only of the Professional Programme 2007(Old) Syllabus comprising of Two papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. : You will have to appear in the following TWO papers under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme2012 (New)

Syllabus

Paper(s) to be passed

Module III

i) Advanced Tax Laws & Practice ii) Elective Paper

Question 27 I am left with Module IV only of the Professional Programme 2007(Old) Syllabus comprising of Two papers. In which papers I shall be required to appear during December, 2016 Session of Examinations to complete the Professional Programme Stage?

Ans. : You will have to appear in the following Two papers spread in two Modules under the Professional Programme 2012 (New) Syllabus to complete the Professional Programme Examination:

Modules under Professional Programme2012 (New)

Syllabus

Paper(s) to be passed

Module I

i) Secretarial Audit, compliance Management and DueDiligence.

Module II

ii) Ethics, Governance and Sustainability

Question 28 What will be the modified scheme of corresponding exemptions after switchover from 2007(Old) Syllabus to 2012(New) Syllabus?

Paper Passed Under Professional Programme 2007 (Old) Syllabus	Exemption allowed in the Corresponding Paper UnderProfessional Programme 2012 (New) Syllabus as per the modified switchover scheme
Company Secretarial Practice	Advanced Company Law and Practice
Drafting, Appearances and Pleadings	Drafting, Appearances and Pleadings
Financial, Treasury and ForexManagement	Financial, Treasury and ForexManagement
Corporate Restructuring & Insolvency	Corporate Restructuring, Valuation andInsolvency
Strategic Management, Alliances & International Trade	Elective Paper under Module–3
Advanced Tax Laws and Practice	Advanced Tax Laws and Practice
Due Diligence and CorporateCompliance Management	Secretarial Audit, ComplianceManagement and Due Diligence
Governance, Business Ethics andSustainability	Ethics, Governance and Sustainability
	Information Technology and SystemsAudit (*)

(*) All Students switching over from Professional Programme 2007 (Old)

Syllabus to Professional Programme 2012 (New) Syllabus or have already switched over from Professional Programme 2007(Old) Syllabus to Professional Programme 2012(New) Syllabus shall be eligible for exemption in “Information Technology and Systems Audit” paper under the Professional Programme 2012(New) Syllabus.

ICSI -Switchover from Professional Programme 2007(Old) Syllabus to 2012(New) Syllabus

CA Satbir Singh — Mon, 19 Sep 2016 03:27:30 +0000

The Institute of Company Secretaries of India

ATTENTION STUDENTS!

Important Announcement on Switchover from Professional Programme 2007(Old) Syllabus to 2012(New) Syllabus

The Council of the Institute in its meeting held on 17th September, 2016 decided as under :

1. All 2007(Old) Syllabus Students shall be compulsorily required to switchover to 2012(New) Syllabus from December, 2016 Session and no further examinations will be conducted under 2007(Old) Syllabus.

2. All 2007(Old) Syllabus Students switching over/ switched over to 2012(New) Syllabus shall be granted exemption in Information Technology and Systems Audit Paper. All students registered under 2007(Old) Syllabus and already switched over to 2012(New) Syllabus at any point of time shall be eligible for this exemption. Such students shall be eligible for exemption in the said paper even if they have appeared in the examinations under 2012(New) Syllabus.

3. All 2007(Old) Syllabus Students who have cleared/ exempted the Strategic Management, Alliances and International Trade paper shall be granted exemption in the Elective Paper under Module-3 of 2012(New) Syllabus.

4. These exemptions shall come into force with effect from CS December, 2016 Session of Examinations.

The modified scheme of corresponding paper-wise exemptions applicable to 2007 Syllabus Students Switching over to 2012 Syllabus is as under :

PROFESSIONAL PROGRAMME (2007 SYLLABUS)		PROFESSIONAL PROGRAMME (2012 SYLLABUS)
Subject Passed Under 2007 Syllabus	CODE	Exemption allowed in the Corresponding Subject Under 2012 Syllabus	CODE
Company Secretarial Practice	231	Advanced Company Law and Practice	331
Drafting, Appearances and Pleadings	232	Drafting, Appearances and Pleadings	338
Financial, Treasury and Forex Management	233	Financial, Treasury and Forex Management	335
Corporate Restructuring & Insolvency	234	Corporate Restructuring, Valuation and Insolvency	333
Strategic Management, Alliances & International Trade	235	Elective Paper under Module-3
Advanced Tax Laws and Practice	236	Advanced Tax Laws and Practice	337
Due Diligence and Corporate Compliance Management	237	Secretarial Audit, Compliance Management and Due Diligence	332
Governance, Business Ethics and Sustainability	238	Ethics, Governance and Sustainability	336
		*Information Technology and Systems Audit ()**	334

(*) All Students switching over from 2007 (Old) Syllabus to 2012(New) Syllabus or have already switched over from 2007(Old) Syllabus to 2012(New) Syllabus shall be eligible for exemption in “Information Technology and Systems Audit” paper under the 2012(New) Syllabus.

By Order of the Council

17th September, 2016