24
SIRC e-NEWSLETTER ISSUE NO: 8 AUGUST 2013 FROM THE CHAIRMAN Ph: 044-28279898;28268685 Email: [email protected] ICSI-SIRC HOUSE No.9, Wheat Crofts Road Nungambakkam Chennai - 600034 www.icsi.edu/siro Chairman Vice-Chairman Secretary Treasurer C. Ramasubramaniam Nagendra D Rao Dr.Baiju Ramachandran C Dwarakanath Members Gopalakrishna Hegde [Ex-Officio] K. Ramasamy Dr. B. Ravi Marthi S.S. R. Sridharan [Ex-Officio] C.Sudhir Babu [Ex-Officio] A.Visweswara Rao [Co-opted] E.Selvaraj Ashok Thakkar [Co-opted] NEWSLETTER COMMITTEE Chairman A Visweswara Rao CS DWARAKANATH C [email protected] [email protected] Sirc e-Newsletter August 2013 Dear Professional Colleagues, th I am happy to inform you that during the The 8 Southern India Regional month of August 2013, we had organised Conference of Practising Company the following programmes and the Secretaries held on Friday & Saturday, th th response from Members was the 6 & 7 September 2013 on the encouraging: theme COMPANY SECRETARY - A MULTIFACETED PERSONALITY” th 66 Independence Day of the nation on was a thunderous success. Shri V th Krishnaswamy, President and Chief 15 August 2013 Operating Officer, Karur Vysya Bank Limited inaugurated the Conference. Blood Donation Camp Shri S Devarajan, Chairman and Managing Director, Sambandam Full day seminar on 'Recent Spinning Mills Limited, Salem was the developments in the Secondary Capital Key Note Speaker. The Conference Market in India and copyright in software attracted record number of delegates I – protection and documentation' thank my colleagues in the Regional Council and ICSI-Salem Chapter for the I invite Members to kindly enroll as a support and encouragement given to me faculty for the Oral Coaching, Students and I compliment the efforts put in by the Induction Programme, Executive ICSI-Salem Chapter Office and Development Programme, Management Secretariat of the Southern India Skills Orientation Programmes Regional Office in making the conducted by ICSI-SIRC. Members who Conference a grand success. There have a flair for teaching and who wish to were five technical sessions, which were share their knowledge with the students handled by eminent professionals and and future professionals may kindly send seasoned practitioners. The Conference your request to ICSI-SIRO concluded with the valedictory address [[email protected]]. by Shri V Sreeraman, Practising I am concluding this communication with Chartered Accountant. an appeal to register yourself to become a Member of the Company Secretaries Our Institute's mega event of the year i.e. st Benevolent Fund. 41 National Convention of Company Secretaries on the theme “Transitioning My Best Wishes to you and to your family from Company Secretary to members. Governance Professional” is scheduled to be held at ITC Grand With warm regards Chola, Guindy, Chennai from 7– 9 November 2013. The sub-themes and Yours Sincerely the details of the National Convention are hosted on the website - www.icsi.edu. I urge the Members to actively participate in the National Convention for enhancement of knowledge on professional matters and to make the event a mega success. I also request the Members to impress upon your Company/client company to extend their support by way of sponsorships and release of advertisements in the Convention Souvenir for mutual benefit.

August enl 2013 - ICSI · Krishnaswamy, President and Chief 15th August 2013 Operating Officer, Karur Vysya Bank Limited inaugurated the Conference. Blood Donation Camp Shri S Devarajan,

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Page 1: August enl 2013 - ICSI · Krishnaswamy, President and Chief 15th August 2013 Operating Officer, Karur Vysya Bank Limited inaugurated the Conference. Blood Donation Camp Shri S Devarajan,

SIRC e-NEWSLETTERISSUE NO: 8 AUGUST 2013

FROM THE CHAIRMAN

Ph: 044-28279898;28268685

Email: [email protected]

ICSI-SIRC HOUSE

No.9, Wheat Crofts Road

Nungambakkam

Chennai - 600034

www.icsi.edu/siro

Chairman

Vice-Chairman

Secretary

Treasurer

C. Ramasubramaniam

Nagendra D Rao

Dr.Baiju Ramachandran

C Dwarakanath

Members

Gopalakrishna Hegde [Ex-Officio]K. Ramasamy

Dr. B. Ravi

Marthi S.S.

R. Sridharan [Ex-Officio]

C.Sudhir Babu [Ex-Officio]

A.Visweswara Rao

[Co-opted]E.Selvaraj

Ashok Thakkar [Co-opted]

NEWSLETTER COMMITTEE

Chairman

A Visweswara Rao

CS DWARAKANATH [email protected]@gmail.com

Sirc e-Newsletter August 2013

Dear Professional Colleagues,

th I am happy to inform you that during the The 8 Southern India Regional month of August 2013, we had organised Conference of Practising Company the following programmes and the Secretaries held on Friday & Saturday,

th th r e s p o n s e f r o m M e m b e r s w a s the 6 & 7 September 2013 on the encouraging:theme “COMPANY SECRETARY -

A MULTIFACETED PERSONALITY” th66 Independence Day of the nation on was a thunderous success. Shri V thKrishnaswamy, President and Chief 15 August 2013

Operating Officer, Karur Vysya Bank Limited inaugurated the Conference. Blood Donation CampShri S Devarajan, Chairman and Managing Director, Sambandam F u l l d a y s e m i n a r o n ' R e c e n t Spinning Mills Limited, Salem was the developments in the Secondary Capital Key Note Speaker. The Conference Market in India and copyright in software attracted record number of delegates I – protection and documentation'thank my colleagues in the Regional Council and ICSI-Salem Chapter for the I invite Members to kindly enroll as a support and encouragement given to me faculty for the Oral Coaching, Students and I compliment the efforts put in by the Induction Programme, Executive ICSI-Salem Chapter Office and Development Programme, Management Secretariat of the Southern India Sk i l l s Or ien ta t ion Programmes Regional Off ice in making the conducted by ICSI-SIRC. Members who Conference a grand success. There have a flair for teaching and who wish to were five technical sessions, which were share their knowledge with the students handled by eminent professionals and and future professionals may kindly send seasoned practitioners. The Conference y o u r r e q u e s t t o I C S I - S I R O concluded with the valedictory address [[email protected]].by Shri V Sreeraman, Practising

I am concluding this communication with Chartered Accountant.an appeal to register yourself to become a Member of the Company Secretaries Our Institute's mega event of the year i.e.

st Benevolent Fund.41 National Convention of Company Secretaries on the theme “Transitioning

My Best Wishes to you and to your family f r o m C o m p a n y S e c r e t a r y t o members.Governance Profess iona l” i s

scheduled to be held at ITC Grand With warm regards Chola, Guindy, Chennai from 7– 9

November 2013. The sub-themes and Yours Sincerelythe details of the National Convention are

hosted on the website - www.icsi.edu. I urge the Members to actively participate in the National Convention for enhancement of knowledge on professional matters and to make the event a mega success. I also request the Members to impress upon your Company/client company to extend their support by way of sponsorships and release of advertisements in the Convention Souvenir for mutual benefit.

Page 2: August enl 2013 - ICSI · Krishnaswamy, President and Chief 15th August 2013 Operating Officer, Karur Vysya Bank Limited inaugurated the Conference. Blood Donation Camp Shri S Devarajan,

Sirc e-Newsletter August 2013

For further details please contact SIRC of The ICSI ICSI-SIRC House, No.9 W heat Crofts Road Nungambakkam,Chennai 600 034 Telephone No.28279898;28268685 Email: [email protected]

2/24

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K. Gaurav Kumar & Associates Company Secretaries, Chennai

Article CS Gaurav Kumar K

OVERSEAS INVESTMENT OPPORTUNITIES FOR INDIAN COMPANIES- OFFSHORE INCORPORATION

Overseas Investment Opportunities For Indian Companies- Offshore Incorporation

Indian corporates have been active in overseas investments, through the Overseas Direct Investment (ODI) channel,

for multiple reasons. The motivation behind such investments stretches from setting up overseas base for business

expansion to benefiting from low-taxation regimes overseas. Indian companies going for foreign investments usually

use their locally incorporated overseas subsidiaries or set up holding companies and/or special purpose vehicles

(SPVs) in offshore financial centres or other regional financial centres. In 2012, Indian companies invested USD 25.6

billion in overseas markets. During the first-half of 2013, overseas investments by Indian companies reached USD 18

billion, compared to USD 14.1 billion during the first-half of 2012, an increase of 27%.

The globalized economic system allows companies the flexibility to pick-and-choose attractive markets and

incorporation models for their growth. Indian companies are setting up companies in off-shore financial centres, such

as, Singapore, Mauritius, the Netherlands, and the Cayman Islands, to use as routes to mobilise funds and invest in

other countries, keeping in view the legal and business considerations, taxation benefits and ease of access to financial

resources in those countries. Companies often choose overseas location for their new joint ventures (JVs) and wholly

owned subsidiaries (WOS) while expanding their operations into overseas markets. However, these overseas

locations also provide an attractive option for companies to protect their investments and to secure several tax benefits.

Investment protection and tax benefits are becoming more critical to corporate planning with the emergence of volatile

economic conditions and increasing regulations by sovereign countries.

FEMA - Existing guidelines for overseas investments

The Foreign Exchange Management Act 1999 (FEMA) provides guidelines for transfer of funds and securities to

overseas accounts by individuals as well as by corporates. In 2004, several amendments were made to this Act, which

are known as Foreign Exchange Management (Transfer or Issue of Any Foreign Security) (Amendment) Regulations,

2004. These changes provide more opportunities for Indian residents and corporates to make overseas direct

investments, through automatic and approval-based routes.

Definition

As per FEMA defines “Direct Investment” as:

“Direct investment outside India means investments, either under the Automatic Route or the Approval Route, by way of

contribution to the capital or subscription to the Memorandum of Association of a foreign entity, signifying a long-term

interest in the overseas entity (setting up / acquiring a Joint Venture (JV) or a Wholly Owned Subsidiary (WOS).”

The term “Indian Party” for overseas transactions is defined as:

An Indian Party is a company incorporated in India or a body created under an Act of Parliament or a partnership firm

registered under the Indian Partnership Act 1932 and any other entity in India as may be notified by the Reserve Bank.

When more than one such company, body or entity makes investment in the foreign entity, such combination will also

form an “Indian Party”.

Article

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Article

Automatic Route

An Indian Party is eligible to make overseas direct investment under the Automatic Route, including financial services. However, no

Indian party shall make any direct investment in a foreign entity engaged in real estate business or banking business. Here, real

estate business means buying and selling of real estate or trading in Transferable Development Rights (TDRs) but does not include

development of townships, construction of residential/commercial premises, roads or bridges.

Under the Automatic Route, an Indian Party does not require any prior approval from the Reserve Bank for making overseas direct

investments in a JV/WOS abroad. The Indian Party should approach an Authorized Dealer Category – I bank with an application in

Form ODI and the prescribed enclosures / documents for effecting the remittances towards such investments. However, in case of

investment in the financial services sector, prior approval is required from the regulatory authority concerned, both in India and

abroad.

Limits on Automatic Route Investment

Through the automatic route:

(1)The Indian Party can invest up to 400% of its net worth (as per the last audited Balance Sheet) in JV / WOS for any

bonafide activity permitted as per the law of the host country. The ceiling of 400% of net worth will not be applicable

where the investment is made out of balances held in the EEFC account of the Indian party or out of funds raised

through American/ Global Depository Receipts (ADRs/GDRs);

(2) The Indian Party is not on the Reserve Bank's exporters' caution list / list of defaulters to the banking system

published/ circulated by the Credit Information Bureau of India Ltd. (CIBIL) /RBI or any other credit information

company as approved by the Reserve Bank or under investigation by the Directorate of Enforcement or any

investigative agency or regulatory authority; and

(3)The Indian Party routes all the transactions relating to the investment in a JV/WOS through only one branch of an

authorised dealer to be designated by the Indian Party.

Approval Route

If an Indian Party does not satisfy the eligibility norms under Regulations 6 or 7 or 8 of FEMA (Transfer or Issue of Any

Foreign Security) (Amendment) Regulations, 2004, then the party may apply to the Reserve Bank for approval.

Requests under the approval route are considered by taking into account, inter alia, the prima facie viability of the JV /

WOS outside India, likely contribution to external trade and other benefits that may accrue to India through such

investment, financial position and business track record of the Indian party and the foreign entity, experience and

expertise of the Indian party in the same or related line of activity of the JV / WOS outside India, etc. Trading in

Commodities Exchanges overseas and setting up of JV / WOS for trading in Overseas Commodities Exchanges will be

reckoned as financial services activity and will require clearance from the Forward Markets Commission (FMC).

Funding sources for ODI

(1)Drawal of foreign exchange from an Authorised Dealer (AD) bank in India.

(2)Swap of shares (refers to the acquisition of the shares of an overseas entity by way of exchange of the shares of the

Indian entity).

(3)Capitalization of exports and other dues and entitlements.

(4)Proceeds of External Commercial Borrowings / Foreign Currency Convertible Bonds.

(5)In exchange of ADRs / GDRs issued in accordance with the Scheme for issue of Foreign Currency Convertible Bonds

and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 and the guidelines issued by

Government of India in the matter.

(6)Balances held in Exchange Earners Foreign Currency account of the Indian Party maintained with an Authorized

Dealer.

(7)Proceeds of foreign currency funds raised through ADR / GDR issues.

In respect of (6) and (7) above, the ceiling of 400 per cent of the net worth does not apply.

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Article

Compliance requirements

An Indian Party will have to comply with the following: -

(1)receive share certificates or any other documentary evidence of investment in the foreign entity as an evidence of

investment and submit the same to the designated AD within 6 months;

(2)repatriate to India, all dues receivable from the foreign entity, like dividend, royalty, technical fees etc.;

(3)submit to the Reserve Bank through the designated Authorized Dealer, every year, an Annual Performance Report

in Part III of Form ODI in respect of each JV or WOS outside India set up or acquired by the Indian party;

(4)report the details of the decisions taken by a JV/WOS regarding diversification of its activities /setting up of step

down subsidiaries/alteration in its share holding pattern within 30 days of the approval of those decisions by the

competent authority concerned of such JV/WOS in terms of the local laws of the host country. These are also to be

included in the relevant Annual Performance Report; and

(5)in case of disinvestment, sale proceeds of shares/securities shall be repatriated to India immediately on receipt

thereof and in any case not later than 90 days from the date of sale of the shares /securities and documentary

evidence to this effect shall be submitted to the Reserve Bank through the designated Authorised Dealer.

GAAR – Intent and consequencesth

The general anti-avoidance rule (GAAR), published by the Government of India on 28 June 2012, is being seen as

the “toughest” law targeting companies and individuals routing investments to India through offshore financial centres.

GAAR provides additional powers to tax authorities to tax existing tax avoidance arrangements. Initially proposed

during the Union Budget 2012-2013, the new section was introduced as chapter X-A to the Income Tax Act-1961 and st

the new law was planned to be effective as from 1 April 2013.The markets responded negatively to this new change,

attracting severe criticism from foreign investors and this increased the possibilities of major capital outflows from the

country. Hence, the Government revised the GAAR implementation date twice, deciding upon April 2016 as the new

implementation date.

The GAAR law may help the Government in fighting tax evasion and the rising discontent regarding its inability to

handle the 'black money' issue. However, India's economic system is currently under threat, mainly because of Indian

Rupee devaluation by more than 10% in the last couple of months and widening current account deficit (CAD). In such

a scenario, GAAR could threaten investors as well as foreign capital flows and thus worsen the situation. The

Government is likely to further delay GAAR implementation and the sluggish external demand could prompt the

administration to relax restrictions on foreign capital inflows for investments in assets and businesses in order to

jumpstart the economy.

Going Ahead

The deterioration of Indian economic conditions could encourage more companies to invest overseas in 2013 and

2014. The Indian rupee has devalued by over 20% since May 2013 and the widening current account deficit could

further weaken the Indian currency. Companies are likely to explore overseas opportunities to protect their

investments and capital assets from devaluation. Among several off-shore locations, Mauritius, Singapore,

Netherlands, British Virgin Islands, and Switzerland are likely to be the most popular locations for offshore company

incorporations among Indian companies. Domestic professional services providers, such as company secretaries,

are likely to emerge as the key players in this emerging scenario as they innovate and develop more investment

models to serve their domestic clients.

=====================================================================================

Co-Authored and Credits: Mr.Arun V Tom- K.Gaurav Kumar & Associates

Sirc e-Newsletter August 20135/24

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Article

Sirc e-Newsletter August 2013

SAFE HARBOUR RULESINTRODUCTION

The concept of transfer pricing was introduced in the Finance Act 2001 by substituting Section 92 with new sections

92A to 92F. Section 92CA provides the Assessing Officer (AO), an option to refer a transaction to a Transfer Pricing

Officer (TPO) if he deems fit. This is because the AO is of the opinion that the price declared by the assessee for a

particular transaction does not reflect the actual price which the assessee might charge in an uncontrolled

environment. Further the law states that if the price arrived by the TPO for a particular transaction is more beneficial to

the Department of Revenue, than the price declared by the assessee, then the assessee has to pay tax on the price

arrived by the TPO and not on the price declared by the assessee. The assessee will generally contend the price

arrived by the Department of Revenue and will prefer an appeal with the tribunal. In order to avoid lengthy litigation

process, and to stream line the aforesaid issue the Government has introduced the “SAFE HARBOUR RULES”

A safe harbor is a provision of a or a regulation that specifies that certain conduct will be deemed not to violate a given rule. This provides an option to the assessee. The assessee is free to choose between this method or the regular transfer pricing rules. Safe harbour is defined to mean circumstances in which the tax authorities shall accept price as declared by the assessee.

INDUCTION AND EVALUATION OF RULES

The Central Board of Direct Taxes(CBDT) recently announced draft rules for transfer pricing under the power

conferred under section 92CB read with 295 of the Income tax Act 1961 the rules can be called as “Safe Harbour

Rules”. This concept was introduced as an effort to reduce huge number litigations that may arise in the context of

transfer pricing. In the finance Act 2009 Section 92CA was introduced which authorize the CBDT to frame “SAFE

HARBOUR RULES”. In July 2012, the Rangachary Committee was set up to review 'Taxation of Development Centers

and the IT sector' and also submit a sector-wise draft report on “Safe Harbour Rules”. On 14th August 2013 CBDT has

issued the draft rules on SAFE HARBOUR inviting the public comments to be provide on or before 26th August 2013.

DEFINITIONS AND SCOPE

The rules has defined the terms such as (i)Software development services, (ii)Information Technology Enabled

Services(ITeS), (iii)Knowledge Process Outsourcing (KPO), (iv)Intra Group Loans, (v)Corporate guarantee, (vi) core

and non-core auto components (vii)operating expenses & revenue. Even though some clarifications are needed in

items of similar nature such as “back office operations, data processing and data mining, revenue accounting” which

are grouped under ITES; while “Financial analytics” is grouped under the heading KPO similarly Payroll which is

grouped under ITeS and Human resources services is grouped under KPO. It will be difficult to find an acceptable point

between the Dept. of Revenue & the Assessee unless the exact line of demarcation is drawn. Since ITeS has a margin

of 20% and KPO has a margin of 30% the Dept. may protest the group opted by the assessee is causing revenue loss

to the Governmen. The assessing officer will therefore be required to rely on industry expert clarification

The rules are applicable to entities in the field of IT, ITeS, KPO, services in generic pharmaceutical drugs,

manufacturing of core auto components and non-core auto components along with entities which has the holding

company has lent loan to its wholly owned subsidiary. India Inc. is confident that the scope will be expanded soon to

cover more sectors and the upper limit will be increased to include the larger players also.

statute

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Article

ELIGIBLE ASSESSE

As per Rule 10TB(1) “eligible assessee” means a person who has exercised the option for application of “Safe Harbour

Rules” in the manner specified in sub-rule(1) of Rule 10TE, and who -

1. Is engaged in providing software development services or information technology enabled services or

knowledge processes outsourcing services, with insignificant risk, to a non-resident associated enterprise

(hereinafter referred as foreign principal);

2. Has made any intra-group loan ;

3. Has provided a corporate guarantee;

4. Is engaged in providing contract research and development services wholly or partly relating to software

development, with insignificant risk, to a non-resident associated enterprise is engaged in providing contract

research and development services wholly or partly

5. Relating to generic pharmaceutical drugs, with insignificant risk, to a non-resident associated enterprise

6. Is engaged in the manufacture and export of core and non-core auto components and where ninety per cent or

more of total turnover during the relevant previous year are in the nature of Original Equipment Manufacturer (OEM)

sales.

AN ELIGIBLE ASSSESSEE WITH INSIGNIFICANT RISK

1. The foreign principal performs most of the economically significant functions such as conceptualization and

design of the product and providing the strategic direction and framework, through its other associated enterprises,

2. The capital and other economically significant assets are provided by the foreign principal and the eligible

assessee is only provided remuneration for the work carried out by it;

3. The eligible assessee works under the direct supervision of the foreign associated principal

4. The eligible assessee does not assume or has no economically significant realized risks, and if the conduct of the

foreign principal shows that the eligible assessee is actually doing so, the contractual terms shall not be the final

determinant;

5. The eligible assessee has no ownership right, legal or economic, on any intangible generated

In short these conditions broadly require the foreign principal or its associated enterprises (AEs) to perform economically

significant functions and provide capital and other economically significant assets to its Indian counterpart. The Indian

entity is expected to work under the supervision of the foreign principal or it's Associated Enterprises who have capability

to control or supervise the work of the Indian entity. The Indian entity should not assume any economically significant

risk.

AN ELIGIBLE INTERNATIONAL TRANSACTION

As per Rule 10TC an international transaction between the eligible assessee and its associated enterprise either or both

of whom are non-resident, who has the transaction in the specified fields / industries. The industries /sectors along with

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ArticleAPPLICABLE CONDITIONS

Where an eligible assessee has entered into an eligible international transaction, the transfer price declared by the

assessee in respect of such transaction shall be acceptable to income tax authorities in the circumstances as

specified

* Rules have been prescribed only for explicit corporate guarantees and do not cover comfort

performance guarantees or implicit guarantees letters,

The assessing officer will accept the price arrived by the assessee if the operating profit does not fall below the limits as prescribed in the above table. We can infer that in line with the presumptive taxation the department of revenue is trying to fix the minimum level of profit that an entity in aforesaid category can have in an international transaction.

ASSESSMENT PROCEDURE

For the purposes of exercise of the option for safe harbour, every eligible assessee shall furnish a Form 3CEG,

complete in all respects. The Assessing Officer (AO) has to verify whether assessee is eligible taxpayer and is

exercised for an eligible international transaction. Where the AO is of the opinion that the option exercised by the

taxpayer is valid, he shall indicate his acceptance to the assessee. However, if the AO is not satisfied that the option

exercised by the taxpayer is valid, then he shall proceed to determine the transfer price in accordance with the other

applicable provisions of the Act and without having regard to the safe harbor rules.

INELIGIBLE TAX PAYERS

1.The safe harbor provisions shall not be applicable to taxpayers who have entered into an eligible international

transaction with an Associated Enterprises located in a counties or territories to be listed

2.Any eligible international transaction between the entity and an associated enterprises located in a no tax or low

tax country jurisdiction.No tax or low tax country/ territory has been defined as a country or territory in which the

maximum marginal rate of income tax is zero or less than 15% with respect to the Associated Enterprises.

OTHER KEY ASPECTS

1.The safe harbor norms mentioned above shall be applicable for the AY 2013-14 and 2014-15 in other words this is

applicable for the financial year 2012-13 or 2013-14. Kindly note this is applicable only for 2 years after that normal TP

rules will be applicable if this is not extended.

2.Where a taxpayer's transfer price is accepted by the tax authority under the safe harbor rules, the taxpayer shall not

be entitled to invoke mutual agreement procedure (MAP) under an applicable tax treaty.

3.It shall, however, be noted that in order to qualify as eligible international transaction, the aggregate of a service in the

nature of Software Development, IT and ITeS or KPO should, in aggregate for each nature, be less than Rs 100

crore during the financial year. 4CONCLUSION

It is a welcome move by the Department of Revenue, to make rules on the applicability of TP rules, we can expect

further more clarifications, expansion of this rule to other big players of the industry and extending the scope of this

rule to other industries also. This will create a win-win situation for both the assessee and Department by reducing

the number of cases which will be long-drawn litigations. Further this will bring more transparency in the system by

throwing more light on the applicability of the TP rules

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Article

AUDITS PRESCRIBED UNDER THE COMPANIES ACT, 2013

The new legislation is focused on transparency and disclosure and gives audit its due recognition. In the new Act, attempt has been made to cover each aspect of corporate functioning under audit by prescribing various types of audits like internal audit and secretarial audit. This not only augurs well for the stakeholders but also throws open opportunities for professionals to utilize their skills in pursuit of their profession.

The current write up throws light on the various types of audits prescribed under the Companies Act, 2013.

Statutory Audit

Sections 139 to 147 under chapter X of the Act contain provisions regarding audit and auditors. Section 139 contains that at the first annual general meeting every company shall appoint an individual or firm as it auditor who will hold office from the conclusion of that meeting till the conclusion of the sixth annual general meeting. Section 141 contains that a person shall be eligible for appointment as an auditor of a company only if he is a chartered accountant and in case of a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be auditor of a company. Section 143 which contains provisions regarding powers and duties of auditors contains that the statutory auditor shall make a report to the members of the company on the accounts and financial statements examined by him. The main provisions regarding statutory audit are:

· Auditor will have access to books of accounts and vouchers etc. at all times and he can seek information from officers of the company as he may deem necessary.

· In his report he must state, besides other things, whether the financial statements represent a true and fair view of the state of company's affairs as at the end of the financial year.

· In case of any qualifications in the audit report, the reason for same must be stated in the report.· Auditor is required to comply with Auditing Standards.· In case auditor suspects any fraud, he must immediately report the same to the Central

Government.

Internal Audit

Section 138 of the Bill contains provisions regarding internal audit. The provisions prescribed in the bill are very brief in nature which will be substantiated by the rules to be prescribed. The provisions contained in the bill are as follows:

· Certain class or classes of company as may be prescribed shall appoint an internal auditor who will conduct an audit of the functions and activities of the company and make a report thereon to the Board of Directors.

· Any chartered Accountant (except statutory auditor of the company) or Cost Account or other professional as may be decided by the Board, can be appointed to conduct the internal audit.

· Manner and frequency of conducting the audit will be prescribed.

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Article

Secretarial Audit

Secretarial Audit is a new requirement which has been prescribed under Section 204 of the Bill. The provisions regarding secretarial audit are as follows:

· Every listed company and other class of companies as may be prescribed is required to annex to the Board's Report, a Secretarial Audit Report.

· Secretarial Audit has to be conducted by a Practising Company Secretary in respect of the secretarial and other records of the company

· Company is required to give all necessary information and assistance to the Practising Company Secretary to conduct the audit.

· The Board is required to provide explanation in the Board's Report to every qualification, observation or other adverse remark made by the company secretary in his report.

· Form of report will be prescribed.· As per Section 143(14), all provisions regarding rights, duties and obligations of statutory auditors shall

also apply to Company Secretary in Practice conducting secretarial audit.

Cost Audit

Section 148 of the Bill contains provisions regarding cost audit and contains that a cost audit wherever conducted is in addition to statutory audit conducted under section 143. The main provisions regarding cost audit as contained in the Bill are:

· Certain class of companies engaged in the production of such goods or providing such services as may be prescribed and which have a net worth or turnover of such amount as may be prescribed may be directed to get their cost audit records audited.

· Cost audit has to be conducted by a Cost Accountant in Practice who is required to comply with cost auditing standards

· It shall be the duty of the company to give all assistance and facilities to the cost auditor.· As per Section 143(14), the qualifications, disqualifications, rights, duties and obligations applicable to

statutory auditors will also apply to a cost auditor.· Cost auditor has to submit his report to the Board of Directors who in turn shall file it with the Central

Government within 30 days of the receipt of the report.

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Article

th· The last date for filing service tax return has been extended up to 10 September 2013

· To claim Cenvat credit, the assessee is not expected to verify whether the supplier had paid the duty or tax on the input or not, as decided by the Supreme Court in a landmark judgment in the case of Commissioner of Central Excise, Jalandhar Vs M/s Kay Kay Industries (AIT-2013-147-SC)

· The department has released the FAQs on the Service Tax Voluntary Compliance Encouragement Scheme 2013. The department has been encouraging many assesses by sending email to comply with the requirements of law and take advantage of the Scheme. The existing assesses who are in arrears of making payment of service tax for the earlier years may

SERVICE TAX UPDATES

CS.K.K.Rao

K.K.Rao & Associates

Hyderabad

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Article CS Mohankumar AAGM Legal & Company Secretary

Allsec Technologies LimitedChennai

Provision relating to Directors, One person Company in Rules relating to Companies Act 2013

The much awaited Draft Rules of Companies Act 2013 has been released and this has been widely discussed

amongst the professionals and debated.

Let us discuss on some of the important points/ provisions in the Rules relating to One Person Company, and

Directors.

One person Company

2. While incorporating OPC, need to mention the nominee name who will be the member in case of death or

incapacity of the Single member of OPC. ("Members may come and go, but the Company goes on forever...

Remember??)

Comments on OPC:

1. The Multinational Companies which start either a subsidiary or a new Company in India invest primarily

one parent Company from abroad. For the purpose of fulfilling the requirements of Companies Act, such

Companies appoint either 1 more (In Case of Private) and 6 more (In case of Public Companies)

members. Since OPC can be created only natural persons, such Companies cannot create a OPC.

2. The restriction of allowing an individual to start only 5 OPC's is a welcome step.

3. The paid up capital and turnover limit prescribed for OPC seems to be reasonable one, but it must be

raised going forward.

The concept of One person Company (OPC) has been introduced for the first time. This will encourage

proprietorship concerns or even Private Limited Companies to convert into an OPC.

A brief outline after going through both the Act and Rules regarding OPC:

1. OPC as the name suggests can have only one member; but it can have more than 1 Director, if required.

3. In case of change in the nomination, it needs to be informed to ROC within the prescribed time.

4. OPC need not conduct AGM; however it need to have one Board meeting for every 6 months (i-e: Min. 2 Board

meetings per year)

5. OPC can only be a natural person, Indian Citizen and Resident in India. (Since OPC can be created only by

natural persons, Companies - whether Indian or Foreign - cannot create a OPC as Subsidiary).

6.No person shall be eligible to incorporate more than 5 OPC including being a Nominee in OPC.

7. If Paid up capital of OPC exceeds Rs. 50 lakhs or average annual turnover (of last 3 years) exceed Rs. 2 crore,

OPC shall cease to lose its status and shall convert into either a Private Limited Company or Public Limited

Company within 6 months.

8. OPC can get converted into a Private or Public company after increasing the minimum number of Members and

Directors.

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Article

Woman Director is mandatory for following Companies

i) All Listed Companies ( To have a Woman Director in its Board within one year )

ii) Any other Company (i-e Public or Private) with paid up capital of Rs. 100 crores or more ( To have a

Woman Director in its Board within 3 years )

Comment: This is a welcome legislation, as Woman can bring a different perspective to the Board

room. We believe that there are enough women professionals in our Country and this can be

complied in 3 years time.

Provision relating to Independent Directors

Independent Director is already compulsory for listed Companies. Now few other Public Limited Companies

also need to have Independent Director, details of which is given below:

The following clause of Companies shall also have one third of its Board as independent Director:

i) Public Companies having paid up share capital of Rs. 100 crores

ii) Public Companies having turnover of Rs. 300 crores or more

iii)Public Companies having loans or borrowings or debentures or deposits exceeding Rs. 200 crores

Explanation: 1. Even if the limit mentioned above is reduced, it shall continue to apply for the rest of the tenure of

Auditor (Not sure if this is a drafting error… Should it not be tenure of Director here??)

2. If some other Statutory provision requires higher percentage of Independent Director, then the Company needs

to fulfill the requirement of that provision.

(Clear case of reference to listed Companies – where the listing agreement requires one half of Directors to be

Independent Director when the Chairman is Executive Director).

Consent to act as Director to be filed for all Companies

Sec. 152 of the Companies Act 2013 has already indicated that consent to act as Director needs to be filed for all

kinds of Companies. Rule 11.6 affirms this position and mentions that every Director need to file on or before his

appointment- Consent to act as Director and Company shall file it with ROC within 30 days.

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SIRC Activity ReportSIRC Activity ReportSIRC Activity Report

thIndependence Day Celebrations – 15 August 2013

th thThe ICSI – SIRC celebrated the 66 Independence Day of the nation on 15 August 2013. Lt. Col. K V Madhusoodan

hoisted the National Flag at the ICSI – SIRC House,

Chennai. CS Dwarakanath C, Chairman, ICSI –

SIRC, CS D Nagendra Rao, Secretary, ICSI – SIRC,

CS Ramasubramaniam C, Treasurer, ICSI – SIRC,

CS Dr. Ravi B, Member, ICSI – SIRC were present on the occasion. The members and

students attended the Independence Day Celebrations. In his speech, Lt. Col K V

Madhusoodan recalled how the independence was achieved with the great efforts and

sacrifices of several people. He also narrated the boldness of the Indian Army during the Kargil war. He also

emphasized that it is the duty of all the citizens and particularly professionals to contribute to the growth of the nation. th

Blood Donation Camp, 17 August 2013

The ICSI – SIRC organized a blood donation camp at its ICSI – SIRC House. Around 60

members and students donated their blood in this camp. It was

organized in association with the Rotary Central, TTK VHS Blood

Bank, Chennai.

thFull Day Seminar, 17 August 2013

The ICSI – SIRC organized a full day seminar on 'Recent developments in the Secondary Capital Market in India and

copyright in software – protection and documentation'. CS Dr. Baiju

Ramachandran, Vice Chairman, ICSI – SIRC welcomed the members and

introduced the speaker to the members. Shri A

Sebastin, Vice President, MCX Stock Exchange

Limited, Chennai was the speaker for the first

session on recent developments in secondary

market. Shri Sebastin narrated the origin of stock markets and elaborated in details about the

secondary market. Shri Sebastin also explained the members in detail about the applicable

laws and regulations pertaining to the stock exchanges in India. The session concluded with

the formal vote of thanks by CS Ramasubramaniam C, Treasurer, ICSI – SIRC.

CS Eshwar S, Company Secretary in Practice spoke on the topic, Copyright in Software –

Protection and Documentation in the second session.

Ms. Bhuvana Jaiganesh, Crest Patent Services, Chennai spoke on the recent decisions of

the IPAB on Patents. Earlier CS Ramasubramaniam C, Treasurer, ICSI – SIRC introduced

them to the members. The speakers elaborated the

members on the various provisions relating to the copyrights, patents, etc. CS

Dr. Baiju Ramachandran, Vice Chairman, ICSI – SIRC proposed the vote of

thanks.

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SIRC Activity ReportSIRC Activity ReportSIRC Activity Report

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Chapters Activity ReportBANGALORE CHAPTER

PARTICIPATION OF BANGALORE CHAPTER OF SIRC OF ICSI IN “ CHICKBALLAPUR UDYOG MELA -2013 HELD RD THON 3 AND 4 AUGUST 2013.

The Chikkaballapura Udyoga Mela was great a platform that brought together recruiters from various industries and aspiring jobseekers from the areas under Chikkaballapura Lok Sabha constituency. The Mela was aimed at building a strong bridge between the exciting new employment opportunities offered by a fast growing economy for the budding youth. The event was professionally and well organized.

Recruiters from multiple industries like Dairy, Agriculture, Manufacturing, Retail, Hospitality, Automobile, IT, KPO's, BPO's, BFSI IT, ITES/BPO, Finance, Banking/Insurance, Telecom, Engineering, Hospitality and Construction had participated in the Mela and overall 25,000 Students had registered in this career Development Fair.

The Bangalore Chapter of the ICSI also participated in 'Chickaballapur Udyog Mela -2013' held on 3rd and 4th of August 2013 at SJC Institute of Technlogy, Chickaballapur, from 10 am to 5 pm. It was a great opportunity to disseminate the information about the profession of company secretary however, most of the target audience were the job seekers who were more interested in employment rather career guidance.

The Bangalore Chapter had set up the stall on 3rd of August 2013 of the Mela. The ICSI Banner printed both in English and Kannada; Mounted Posters were displayed and the Brochures & Pamphlets about the course were distributed to around 500 students who visited our stall.

Ms. Noor Sumayya, Assistant Education Officer, Bangalore Chapter of ICSI along with other staff represented and managed the stall.

The Udyog Mela was fruitful in creating widespread Job opportunities to the rural and semi urban aspirants and also helped in building the brand image of CS to some extent by propagating the importance and awareness of CS Course to few.

INTERACTING MEETING WITH ROC ON THE TOPIC "NAME APPLICATIONS FOR COMPANY & LLP AND RDINCORPORATION OF COMPANY & LLP HELD ON 3 OF AUGUST 2013 AT 10.30AM AT THE INSTITUTE OF

AGRICULTURAL TECHNOLOGISTS, BANGALORE.

The Bangalore Chapter of the ICSI organised an Interacting Meeting with ROC on the Topics "Name Applications for rd

Company & LLP and Incorporation of Company & LLP” on 3 of August 2013 at 10.30Am at The Institute of Agricultural Technologists, Bangalore.

CS Sehar Ponraj, Deputy Registrar, Registrar of Companies, Karnataka was the speaker.

CS M.Manjuntha Reddy Chairman, Bangalore Chapter of ICSI delivered the welcome address and introduced the speaker.

The Interactive Meeting WAS intended to clarify the doubts on incorporation of companies & LLP's and other E-Forms. There was lively interaction by the 96 Members and Students present.

CS M.Manjuntha Reddy Chairman, Bangalore Chapter of ICSI proposed the vote of thanks.

th“OUTDOOR GAMES” ORGANISED BY THE BANGALORE CHAPTER OF THE ICSI ON 4 OF AUGUST, 2013 IN CONNECTION WITH THE ANNUAL DAY CELEBRATION 2013

The Bangalore Chapter of the ICSI, to commemorate its Annual Day celebrations organised various programmes for the Members and the Students.

THIn this regard, on Sunday, the 4 August, 2013 the Chapter organised the Cricket match at Railway Grounds, Bangalore between 10.00 AM to 6.00 PM for students and members. Around 125 members and students were present for the match.

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Chapters Activity ReportBANGALORE CHAPTER

CHAPTER'S “ANNUAL DAY CELEBRATION 2013” ORGANISED BY THE BANGALORE CHAPTER OF THE ICSI ON SUNDAY, THE 12TH AUGUST, 2013 AT HOTEL WOODLANDS, BANGALORE.

The Bangalore Chapter of the ICSI commemorated its Annual Day by organising a get-together of members, students and their family at Hotel Woodlands, Bangalore, on August 12, 2013 at 6.00 PM.

The annual day celebration started with colourful and creative cultural programmes followed with formal proceedings.

CS M Manjunatha Reddy, Chairman, Bangalore Chapter of the ICSI delivered the welcome address.

CS H.M Dattatri, Secretary of the Bangalore Chapter then gave a brief summary of the major programmes organised throughout the year and the activities organised by the Chapter on account of its Annual Day Celebrations.

CS R Srinivasan, Member, Bangalore Chapter of the ICSI acknowledged the Contribution made by the Immediate Past Chairman CS S Kannan in steering the Bangalore Chapter this past year.

Mr. Gopalakrishna Hegde, Council Member, The ICSI then presented a memento to CS S Kannan, Immediate Past Chairman, Bangalore Chapter of the ICSI, as a token of gratitude and appreciation for his contribution to the Profession and the chapter during his tenure as Chairman of the Managing Committee of the Bangalore Chapter of the ICSI.

CS Gopalakrishna Hegde, Central Council Members, The ICSI felicitated and distributed the Cash Award and the Certificates to the meritorious students for the June and December 2012 CS examinations.

CS Dwarakanath C, Chairman, SIRC of the ICSI & Ex-officio, Bangalore Chapter of the ICSI distributed prizes to the members and students who won the various competitions previously conducted by the Chapter and felicitated Participants/Winners/Runners-up of the various Competitions - at Regional and National Level.

CS Gopalakrishna Hegde then made a brief presentation on the “Building Project for the Bangalore Chapter” wherein he highlighted the work in progress of the construction activities. He shared with the audience the recent photographs of the building which is on verge of completion and requested all the members of CS fraternity located in Bangalore for their generous contribution and support in completion of the project.

Around 362 members/students along with their families were present and the programme concluded with a dinner.

TH TH45THSTUDENT INDUCTION PROGRAMME (SIP) HELD FROM 19 TO 27 AUGUST 2013 AT THE INSTITUTE OF AGRICULTURAL TECHNOLOGIST.

thThe Bangalore Chapter of the ICSI organised the the 45th Student Induction Programme (SIP) on 19 August 2013 at the

thIAT and was concluded on 27 August 2013

Ms. Noor Sumayya, Assistant Education Officer, The ICSI, welcomed CS M. Manjunatha Reddy, Chairman and all the participants present for the valedictory session.

The Participants shared their feedback about the SIP Programme.

The Chairman addressed the gathering and distributed the SIP certificates to the 100 participants and Ms. Noor Sumayya, Assistant Education Officer, Bangalore Chapter of the ICSI proposed the vote of thanks.

MADURAI CHAPTER

MOU SIGNED WITH LDC COLLEGE

On 2.08.2013 Madurai chapter MOU with Lady Doak College, Madurai for foundation programme June 2014 session. 31 students registered and joined the Oral coaching classes at College premises. Shri. S.Kumararajan, chairman and Principal Dr. Mercy Pushpalatha have signed the MOU.

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Chapters Activity ReportMADURAI CHAPTER

CAREER AWARENESS PROGRAMME

On 03.08.2013 Madurai chapter organized a career awareness programme at Vellammal Engineering College, veerapanchan, Madurai. Shri.S.Kumararajan, Chairman, Madurai chapter explained about the CS course, structure, fees, and employment opportunities, avenues in practice for the students. Around 100 First year & Second year M.B.A students participated. Prof.S.Selvaraj Head of the Department of M.B.A and lecturers also participated.On 14.08.2013 Madurai chapter organized the Career awareness programme at Tuticorin VOC college.Shri.S.Kumararajan, Chairman, Madurai chapter explained about the CS course, structure, fees, and employment opportunities avenues in practice for the students. Shri.T.Raja, Chapter office in charge distributed the course brochures to the participants and clarified the student queries.

INDEPENDENCE DAY CELEBRATIONS

On 15.08.2013 Madurai chapter celebrated Independence Day at Chapter premises and which was attended by the students and members besides the faculty of chapter. Shri.S.Kumararajan, Chairman, Madurai chapter hoisted the national flag.

INTERACTION MEET – PRESIDENT ICSI

On 27.8.2013 the ICSI President Shri S.N.Anathasubramanian has participated in an interaction meet which was well attended by the Members of profession, Industry heads apart from Chairman of Madurai chapter Shri.S.Kumararajan and Secretary Shri S.Paramasivan.

Shri S.N.Anathasubramanian- ICSI President elaborated about the opportunities available to the members of the profession after passing, in the newly created Post qualification courses in banking, Insurance and Capital market areas. He also strongly emphasized about good demand for persons with such specialized qualifications in the industry.

One day seminar on New Companies Bill, 2013 – inauguration by President ICSI

On 28.8.2013 the ICSI President Shri S.N.Anathasubramanian has inaugurated a one day seminar Companies Bill 2013.He also stated that the New Act has thrown open a new opportunities to the Practicing members as well as to the Members in service

Chairman of Madurai chapter Shri.S.Kumararajan gave welcome address to gathering for the Participants which included Members, persons from industry besides students.

stThe 1 Technical session on M & A, besides NCLT-special court was taken by CS.Rajiv Choubey, Company Secretary, Sterlite Industries Ltd ,Tuticorin.

ndThe 2 Technical session on Auditors, Accounting, Accounting standard and CSR was taken in a nutshell by CA.S.Srikanth from Chennai.

rdThe 3 and final Technical session was taken by the Central Council member-ICSI CS.R.Sridharan (Chennai) on Meeting of shareholders, Directors, Powers, appointment and remuneration of managerial personnel, dividend and Secretarial audit.

The detailed coverage of CS.R.Sridharan in the provisions of Act in the above amended areas was very useful for the Participants which included members, persons from industry besides students. Secretary Shri S.Paramasivan proposed vote of thanks for the gathering.

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Chapters Activity ReportKOCHI CHAPTER

Sirc e-Newsletter August 2013

OUT REACH WORKSHOP ON FCRA 2010 AND INCOME TAX FOR NGOs

The Kochi Chapter of SIRC of ICSI organised an outreach workshop exclusively for the NGO sector on 24th August 2013 at

Renewal Centre, Kochi. The programme was first of its kind in the CS fraternity and was organised in line with the item “tapping

untapped market” envisaged in the Strategic Action Plan of ICSI for the year 2013-14. The outreach workshop was designed as

a partnership programme between Kochi Chapter of ICSI , M/s. Financial Management Service Foundation (FMSF) and M/s.

Centre for Promoting Accountability (CPA), Noida. The resource persons were Dr. Manoj Fogla (Author of the book FCRA 2010)

and Mr. Prabhat Kumar, Programme Manager, CPA.

Kochi Chapter took this as a unique opportunity to reach out to the voluntary sector. Invites were sent to several NGOs, and

discussions were initiated with major companies running their own NGOs and Government agencies like Kerala Social Security

Mission. Encouraging responses were received from the NGO sector. M/s. Attakkalari Public Charitable Trust of

Contemporary Performing Arts, a leading NGO in art education has come forward to support the programme through

sponsorship. There were more than 50 delegates out of which more than 25 were from the NGO sector. Delegates were

registered from various places out of Kerala such as New Delhi, Chennai, Puttaparthi etc.

The delegates gave very good feedback on the programme and thanked ICSI for having organized this unique programme. The

workshop had active interactions, team activities, presentations etc. The brochures and publications of ICSI were exhibited

during the programme and the delegates from NGO sector collected them and enquired about CS course with interest. Two

books – “Comprehensive Commentaries on FCRA 2010” and “Resource Material on Income-tax Laws for NPOs” were given as

workshop material to all delegates.

STUDENT INDUCTION PROGRAMME – 5th August – 12th August 201`3

The ICSI Kochi chapter conducted a Student Induction Programme from 5th August to 12th August 2013 at NIPM hall, Mather

Square, Ernakulam North, as a part of the CS curriculum. There were 38 participants. Company Secretaries and other

professionals from various sectors have led the sessions. CS Jayan K, Chairman, Kochi chapter has formally inaugurated the

programme.

The SIP was designed and conducted as per the guidelines of ICSI. The 7 day programme focused on understanding the ICSI, the

relevance of CS course, developing a positive attitude, adopting innovative learning system, understanding the changes in the

corporate sector, improving personality and so on.

The students also got an opportunity to interact with the President ICSI, CS SN Ananthasubramanian, on 9th August 2013,

when he visited the city.

SIP sessions were handled by highly experienced working professionals including Company Secretaries, Human Resource

Management professionals and Financial Professionals. The participants recorded excellent feedback on the programme as a

whole.

The SIP was concluded on 12th August 2013. CS Nidhin Das, Company Secretary, Sea Blue Shipyard Limited, Kochi distributed

certificates to the participants.

CAREER AWARENESS PROGRAMMES

The Kochi Chapter of SIRC of ICSI has organized two Career Awareness programmes for the students of The National University

of Advanced Legal Studies (NUALS), Ernakulam on the 01st day of August 2013 and for the MBA students of RajagiriCentre for

Business Studies,Rajagiri valley, Kakkanad, Ernakulam on the 27th day of August 2013.

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Chapters Activity ReportKOCHI CHAPTER

OPEN INTERACTION WITH THE PRESIDENT

The Kochi Chapter has conducted an interactive programme with the President of The ICSI, CS S N th

Ananthasubramanian on 9 August 2013 at Hotel Abad Plaza, Kochi.

This was the first public function of the President with the members and students of ICSI, after passing of the Companies

Bill by the Upper House. CS Jayan K, Chairman, Kochi Chapter of ICSI delivered the welcome address. Dr. CS Baiju

Ramachandran, Vice Chairman, SIRC of ICSI felicitated the President. The Chief Guest for the programme, the

President of ICSI, CS SN Ananthasubramanian delivered the Presidential address covering the highlights of new

Companies Bill. He explained in detail the aspect and relevance of Key Managerial Personnel, role of Company

Secretary in Corporate Governance, the scope of Company Secretaries in Practice as well as in employment, as per the

Companies Bill. He interacted with the members and students and their queries were responded to.

This was followed by release of CS Kerala Directory by the President, an initiative of Kochi Chapter of ICSI. The

President also presented the “Kochu Mariamkutty Endowment Award” to Ms. Rejitha S., instituted by senior member of

the profession CS P.C. Jose.

The Programme concluded with a vote of thanks by CS Asish Mohan, Vice Chairman, Kochi Chapter. The programme

was well attended by members and students. Several media representatives were also present.

JOINT PROGRAMME ON “GOVERNANCE & UNLIMITED AVENUES”

The Palakkad, Kochi and Thrissur Chapters of Kerala have jointly conducted a Professional Development Programme thon the theme – “Governance & Unlimited Avenues” - at Palakkad on 10 August 2013.

CS S N Ananthasubramanian, President of The ICSI was the Chief Guest. Mr. A. Balaji, General Manager, United

Breweries Limited was the Guest of Honour and Mr. P. Rajendran, Managing Director, KSFE Ltd. was the Key Note

Speaker.

This was the first public professional development programme of the President, after passing of the Companies Bill by

the Upper House. The programme was attended by CS Dwarakanath C, Chairman, SIRC, Dr. CS Baiju Ramachandran,

Vice Chairman, SIRC, CS Nagendra D. Rao, Secretary, SIRC and Chairmen of all the three organizing Chapters. Mr. R.

Rajan, Management Consultant from Chennai took a session on VAT audit by Company Secretaries.

INDEPENDENCE DAY CELEBRATIONS AUGUST 15, 2013

thThe Kochi Chapter organized Independence Day celebrations on 15 August 2013, at Chapter premises at 9.30 a.m.

The function was well attended by members and students. The celebrations started with vanthematharam and followed

by welcome address by Mr. Sayyid Bahaudheen, Students' Representative. After this, pledge was taken by everyone

who took part in the celebration. CS Jayan K Chairman, gave the Independence Day message. Members and students

actively participated in the function and many of the members were invited to share their thoughts on Independence Day.

The members and students also discussed the necessity of more active students' participation at Chapter level in

organizing various innovative programs to benefit the student community. All the students present voluntarily came

forward offering their service and the members of the Managing Committee suggested them to work as a core team for

the Chapter, by networking with other students.

The Celebrations ended at 11 am with National Anthem.

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Attn Members

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Background

Importance of Corporate Membership

Benefits and Privileges

Other benefits and Privileges are –

The ICSI – Southern India Regional Council has in place the scheme of the Corporate Membership.

The

scheme has been improved over the years based on the feedback/suggestions from the Members of the

scheme. Still, we are constantly making all endeavors to make this scheme more attractive and useful to the

members.

The validity of Corporate Membership

is

In order to acquire new competencies

and skills, learning and training are essential for professional excellence. The Regional Council is organizing

various professional development programmes, which will be focused on parameters like – Optimization of

Learning Process; Value Addition to the working knowledge; Initiation to Multi-skilling;

Enrolling as

a Corporate Member therefore, assumes great significance and importance.

¨ One time approval from the Management for attending the progammes organized by ICSI-SIRC

¨ Nomination/Deputation of a person to the earmarked programmes, in case a particular Corporate Member is not in a position to attend the programmes.

¨ Prior Intimation about the programmes through e-mail and e-newsletter.

¨ Saves the hassle of making the payment on or before the due date.

from 1.4.2013 to 31.3.2014.

¨

Half-day Programme - 2 PCH

Full day Programme - 4 PCH

Study Circle Meeting - 1 PCH

Programme Credit Hours

·4 Full day Programmes

·6 half day programmes

·Study Circle Meetings

Concessional Delegate Fee in respect of –

Exempted from payment of Delegate fee in respect of –

Regional Conference

Regional PCS Conference

SOUTHERN INDIAREGIONALCOUNCIL

Corporate Membership Scheme : 2013-14

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Validity

General Information

Enrolment Details

Corporate Membership is valid from 1.4.2013 to 31.3.2014.

Apart from the individual members, Corporate Members can also sponsor their executives for the

Corporate Membership Scheme. Members who have been sponsored by their companies as Corporate

Members are entitled for further nomination/delegation in case he/she could not attend a particular

Programme. Multiple Corporate Memberships from the Corporates are also accepted.

[Rupees eight thousand only] inclusive of Service Tax to be paid by way of

Cash/Cheque/DD drawn in favour of alongwith

Fee can also be paid by way of credit card.

Fee : Rs.8,000/- *

“SIRC OF THE ICSI” Registration Form for Corporate

Membership Scheme.

Base fee 12% Serv Tax 2% Cess 1% HSC Total Fee *

7120 854 17 9 8000

For Registration/Query Contact:

The Institute of Company Secretaries of IndiaSouthern India Regional CouncilNo.9, Wheat Crofts Road, NungambakkamChennai 600 034Phone:044-28279898;28268685 Email:[email protected]:www.icsi.edu

Registration Form for CorporateMembership Scheme (enclosed)

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REGISTRATION FORM FOR CORPORATE MEMBERSHIP SCHEME: 2013-14

Corporate Membership No

[for office use]

The Institute of Company Secretaries of India

Southern India Regional Council

ICSI-SIRC House, No.9 Wheat Crofts Road

Nungambakkam,Chennai 600 034

Dear Sir/Madam,

Please register the following person/organization as member under Corporate

Membership Scheme of the Southern India Regional Council of The Institute of Company Secretaries of India for the period of one year from 1st

April, 2013

to 31st

March , 2014.

The particulars are as under:

Name of Applicant :

FCS/ACS No.(if any) : CP No :

Designation :

Name of the Organisation

Address of the Organisation

:

Contact Details: Ph No Off:

:

Residence

:

Mobile

:

Email ID (1)

:

Email ID (2)

:

Payment Details: Amount

:

Rs.

Cash/Cheque/DD No.

:

Dt.

:

Drawn on

:

Yours faithfully,

Date

:

Place

:

seal

Sponsoring Authority / Delegate

Sirc e-Newsletter August 2013 24/24