Category Archives: Institute of Company Secretaries of India – ICSI

Institute of Company Secretaries of India – Law, Rules, Regulation, Policy and Politics

Welcome Multidisciplinary Firms


Co-existence is the key to survival. The legal ecosystem for corporate India is no exception. For better survival, we need the help of numerous professionals who, in turn, have multiple qualifications. Chartered Advocates, Accountants, Company Secretaries, Cost Accountants, Insolvency professionals and Registered Valuers and other professionals work together. However, their contractual relationship had no formal legal structure.

8 July 2021 shall be a memorable day for professionals when multidisciplinary firms become legally possible.

There was a beginning when the Institute of Company Secretaries of India (ICSI), on 3 February 2020, amended its regulations (The Company Secretaries Regulations, 1982).

Regulations 165A of CS Regulations permits company secretaries to form multidisciplinary firms:
A member in practice may form a multidisciplinary firm with the member of other professional bodies as prescribed under regulations 168A and 168B in accordance with the regulating guidelines of the Council for functioning and regulation of such multidisciplinary firm.

Regulations of professionals like the Institute of Chartered Accountants of India have similar provisions.

A Company Secretary may share or accept fee, commission, a brokerage in the fee or profit or enter into partnership, or accept work only from members of particular professional bodies or person having specific qualifications. [Clause (2)-(5) of Part I of the First Schedule to Act – ICSI Act and ICAI Act] According to Regulation168B of CS Regulations, A company secretary, other than any other Company Secretary, may enter into a partnership with a member of any of the following professional bodies, namely:

(a)   The Institute of Chartered Accountants of India;

(b)   The Institute of Cost Accountants of India;

(c)   Bar Council of India;

(d)   The Institute of Engineers or Engineering from a University established by law;

(e)   The Indian Institute of Architects;

(f)    The Institute of Actuaries of India; and (g)   Professional bodies or institutions outside India whose qualifications relating to Company Secretary recognized by the Council under Sub-section (2) of Section 38 of the (ICSI) Act.

There is a similar provision in Regulation 53B of CA Regulations. A Chartered Accountants, other than any other Chartered Accountants, may enter into a partnership with a member of any of the following professional bodies, namely:

(a)   The Institute of Company Secretaries of India;

(b)   The Institute of Cost Accountants of India;

(c)   Bar Council of India;

(d)   The Institute of Engineers or Engineering from a University established by law;

(e)   The Indian Institute of Architects;

(f)    The Institute of Actuaries of India; and

(g)   Professional bodies or institutions outside India whose qualifications relating to Company Secretary recognized by the Council under Sub-section (2) of Section 29 of the (ICAI) Act.

The Institute of Chartered Accountants of India has on 8 July 2021, notified a form to establish multidisciplinary firms by substituting its existing Form 18 in Schedule A of its Regulations. This form comes into force from 8 July 2021.

The Institute of Company Secretaries is in the process to finalize relevant forms and guidelines. Present Form1 does not support multidisciplinary firms.

S.No. 3 of Form 18 have two tables: the first for members having qualifications like Chartered Accountants, Company Secretaries and Cost Accountants and the second table for partners holding other qualifications.

Such multidisciplinary firms shall have a name with prior approval of the councils of all institutes or regulatory bodies. This requirement may be a real challenge if all governing bodies require approval of trade name or firm name from these bodies.

Rechristening the ICSI


Like Olympics, world cups and leap year, another thing sure to happen is some party talk around rechristening the ICSI. Usually, this informally happens just before leap year for a single reason already in public. This event occasionally gets formal. There are similar reasons used every time for acceptance and refusal of the exercise. Most company secretaries with humble backgrounds have an issue with term “secretary” and other with restrictive term “company”.

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ICSI National Convention 2017


I love ICSI National Conventions for knowledge, networking and new places. This was the turn of Southern India regional office of the Institute of Company Secretaries of India to host this yearly event. ICSI National Convention 2017 was held in Kazhakoottam (कष़ऽक्कूट्टम), a suburb of state capital Thiruvananthapuram. This time about 1200 attained the National Convention which is claimed to be the second highest turnaround for ICSI National Convention. This high turnaround certainly puts pressure on organizers but attendance in technical sessions was reduced to less than 50% of total delegates, thanks to Kerala and Kerala Tourism. Kerala Tourism is one of most proactive state tourism department/company in India.

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‘Withdrawal’ of Secretarial Standards 1 & 2


In post “Technical Fault in issuance of Secretarial Standards” posted long ago, I humbly made certain observations on notifications of two Secretarial Standards which was approved by Central Government and specified by the Institute of Company Secretaries of India (ICSI). A surprise notification of withdrawal published on 17th august 2017 come in support of my prima facie views. This withdrawal is effective with effect from 30th September 2017. Here, a discussion.

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Redefining role of Professional Bodies


A policy document, copy of which is available, say that Ministry of Corporate Affairs is planning to reorganise role of three corporate bodies namely; Institute of Chartered Accountants of India (ICSI), Institute of Company Secretaries of India (ICSI) and Institute of Cost Accountants of India (ICAI). After introduction of National Financial Regulatory Authority (NFRA) under the Companies Act, 2013, there was long-standing speculation about the role of these three professional bodies. This policy document, which is in nascent stage, say all policies and standard making powers shall vast in either in the National Financial Regulatory Authority (NFRA) or some other body with broader mandate. Regulatory role of these three bodies is also under public discussion after concerns raised by parliamentarians and top foreign investors.

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Announcement: ICSI – CCGRT Research Circle Brain Storming on Indian Company Law


[This announcement is posted on request of ICSI – CCGRT. This is researched based program and I was mentor of one of the group in its original version. – Aishwarya Mohan Gahrana]

The Trajectory

In its endeavor to provide impetus to research activities and taking it to the zenith, CCGRT is organizing the aforesaid program to explore into various Sections and Critical Aspects of Companies Act, 2013 and to emerge with a literature that will be incredible and an exemplar in Indian Corporate Law.

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COMPANY SECRETARY – REPORT of THE COMPANIES LAW COMMITTEE


On 1st February 2016, Ministry of Corporate Affairs uploaded the report of Companies Law Committee on its website here. In this post, I will discuss recommendations which might affect Company Secretaries.

Before reading further, I would like to disclose that I was part of two groups; Task Force on Companies Law and Research Group on Companies Law constituted by the Institute of Company Secretaries of India. All view here are personal and not of these groups or ICSI.

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Ceiling on Secretarial Audit and Annual Return


Institute of Company Secretaries of India on 7th April 2015 informed its members by mail that it has put ceiling on Secretarial Audit and Annual Return. “The Council of the Institute has issued “Guidelines for Issuing Secretarial Audit Report, Signing and Certification of Annual Return” in supersession of the “Guidelines for Issuing Compliance Certificate and Signing of Annual Return” issued by the Council on 27th November, 2007”, the mailed apparently send by president of the institute declares. These new guidelines are issued on 6th April 2015.

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ICSI Trainer Registration


Since student life, if that was life at all, ICSI do wonder in our life. Now, it does more wonder when you try to help students. “ICSI is tech – savvy organisation with great e-governance model by providing online services” once, I was informed.

Here, I will narrate my experience with funny tone with intention of improvement. I am going public to fetch more feedback and suggestions.

I was going to registration of my firm for providing training to student. When I access “on-line service” tab and clicked for “company registration” i got this window:

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Professional LOGO!!


Institute of Company Secretaries of India came out with Draft Guideline Guidelines for Use of Individual Logo by Company Secretaries in Practice.

Para 4 of the Draft Guidelines deals with “The Individual LOGO”. I have some observations here:

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ICSI invites suggestions for improvement in the CS Update


Recently Institute of Company Secretaries of India send a mail to all its members for feedback on daily CS updates. Here is my copy of feedback. Readers, please send your feedback if not send earlier.

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Immediate professional concern on Secretarial Audit


Late CS Bipin S. Acharya used to say that Secretarial Audit will confer this professional its legitimate dues and legal recognition for secretarial audit his life mission. Recently, the Companies Act 2013 introduced secretarial audit first time in India under legal mandate. However, there is suspicious among company secretaries about its future as earlier compliance certificates became useless piece of paper. The Institute of Company Secretaries of India seems to share same apprehension and working to address all issues. However, Institute has own limitations. Presently, we have about 9500 companies covered under compulsory secretarial audit and there are about 6500 company secretaries in practice.

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Aside

I have done a survey earlier on working of MCA21 and wrote a post based on that survey. You can find that post here. Based on these result, I have an RTI reply discussed here. Now, I am here with … Continue reading

Representation before Stakeholders on Companies Rules 2014


Dear Stakeholders of Corporate India,

As a most vibrant corporate community of the world, you are aware or recent unwelcome development related to corporate India like Satyam, Sahara and Saradha. These developments raised strong concern among us and Parliament of India as well. This reflects in core principles of the Companies Act, 2013. India has some of the best corporate governance and social responsibility norms in the world.

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Appeal of ICSI to its Members and Students


Institute of Company Secretaries of India has mailed an “appeal” to its members and student on 1st April 2014. This was not an April Fool Prank. This letter is in public domain and is a public document.

 In following paragraph, we will discuss this “appeal”:
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INTEGRATED COMPANY SECRETARYSHIP COURSE – FULL TIME


Full Time CS Course

The Institute of Company Secretaries of India has announces an integrated Company Secretaryship Course – Full Time on its web – site Recently. Readers may find details at the following link:

https://www.icsi.edu/portals/0/INTEGRATED_COMPANY_SECRETARYSHIP_COURSE_FULL_TIME.pdf

1. What is this integrated Company secretaryship course – Full time?

2. Was any response invited from stakeholders particularly from members?

3. Is it meant to create a class of full time students against present part – time students?

4. What measure have been taken to ensure that Industry will take all company secretaries as equal irrespective of course chosen – Full time or part time?

5. Why is there only one year training period there for these students against two years for general part time students? Is not it meant creating a separate class among students itself? 

Readers may leave comments in the Comment section here under.

Statement on Annual Return by company Secretary


Under Section 92 of the Companies Act, 2013, every company shall prepare annual return in the prescribed form and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

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EMPLOYEES WELFARE IN PROFESSIONAL BODIES


Employee’s welfare is also a matter corporate social responsibility for all body corporate. During debate on corporate social responsibilities we heard a lot from all quarters.

Principle 3 of National Voluntary Guideline on Social, Environment, & Economic Responsibilities of Business issued by Ministry of Corporate Affairs say, ”Businesses should promote the well being of all Employees.” On page 17 of this guideline, it is mentioned that “…strongly believe that addressing health issues significantly contributes to the sustainability of their business operations and especially the health and welfare of their employees.” There is separate guideline issued by Government for Central Public sector Enterprises.

As a stakeholder, we have interest in measures taken by professional bodies under Ministry of Corporate Affairs. It is noteworthy to note, these professional bodies are very instrumental to spread awareness about corporate social responsibilities on behalf of government. I filed applications under three professional bodies and asked same questions:

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ADDITION OF LEGAL ZERO TO SECRETARIAL ZERO


In India, Company Secretary is a ‘more legal than finance’ profession under administrative control of Ministry of Corporate Affairs. The profession represents middle class of professions against Doctors, Lawyers and Public Accountants. Naturally, among its practitioners, there is a natural thrust to improve and update and not expertise in some particular fields. Same time, majority of its members represent economic middle class of society, where education is over emphasized constituent of life. Alas! Indian education system is not an education system at all but a degree distribution system, where we want to distribute degree to all and sundry without actually educating them. This is whole scenario, I want to discuss in detail here.

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REMEMBERING BIPIN S. ACHARYA, PRACTISING COMPANY SECRETARY, CP 8 FCS 424


Bipin S. Acharya

Bipin S. Acharya

After a long weekend, when I come back to work, my mail folders dedicated for peer group read more than 150 mails. What happened? It would have been an eventless week as government is on election mode and no major policy change was expected. Unfortunately, there was very sad news. On 28th January 2012, our beloved Company Secretary Sh. Bipin S. Acharya has left for heavenly abode. According to Hindu calendar, that was day of Basant Panchmi, the first day of spring. This is a day of cultural significance and dedicated to goddess Saraswati of knowledge and wisdom. Naturally, god has no other suitable day as an option to call a practising scholar like him.

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