Tag Archives: Institute of Company Secretaries of India

CHALLENGES TO BE FACED BY NEW COUNCILS


My fellow members of the Institute of Company Secretaries of India (ICSI) may be going to a booth for voting while reading this post. Similarly, members of the Institute of Chartered Accountants of India (ICAI) just concluded their voting last week. These two elections are crucial for the future for these two eminent professions in India, which impact most on financial and non-financial reporting, disclosures and transparency in the working of Corporate India.  Admit or not, these two institutes are facing a crucial issue of survival.

National Financial Reporting Authority – NFRA is already here to oversee accounting standards, auditing standards and quality of services provided by Chartered Accountants. The law establishing the National Financial Reporting Authority – NFRA was incorporate in the statute by Man Mohan Singh Government. Soon thereafter, Chartered Accountants communities made its hue and cry about this law.  There was news of some success for them. Soon after demonetization, Prime Minister Narendra Modi raised a question on quality of services, ethics and values of Chartered Accountants in a much-hyped program organized by ICAI itself. Demonetization failure made it clear that Modi Government will enforce provisions given in the statute for the establishment of NFRA. Finally, it is enforced recently in a slight tone down version. This tone down is, unfortunately, not a face-saving for the Institute of Chartered Accountants of India. There is a reasonable apprehension that, irrespective of the party in power, there may be some efforts to extend the application of these provisions to other auditors like company secretaries. Soon to be elected councils of both institutes will certainly draw a plan to take on such an eventuality.

The second challenge for government and to some extent for these self-regulatory statutory institutes is to create completion in regulations and quality standards. The Insolvency and Bankruptcy Code, 2016 created a super insolvency regulator the Insolvency and Bankruptcy Board of India with three professional regulators competing with each other. There are suggestions to create such competing professional regulators for auditing bodies – Institute of Chartered Accountants of India, Institute of Cost Accountants of India and Institute of Company Secretaries of India. Will NFRA be the super audit regulator or these three professional bodies be super-regulator for their specific domain? How will they deal with the challenge? Do their members care?

Another challenge is a proposal for a council with representation from all stakeholders (appointed by Government not just elected representatives of regulated professionals). Recently, the Medical Council of India saw drastic changes. Unfortunately, all self-regulatory statutory bodies BCI, MCI, ICAI, ICAI (CMA), ICSI and others have a poor record for their professional duty to regulate their respective profession. Their image is not of statutory regulatory bodies but of a trade union. This is at sharp contrast with other statutory regulatory bodies like Securities and Exchange Board of India (SEBI) which regulates brokers, advisors and many other market professionals; Insurance Regulatory and Development Authority (IRDA) which regulates Actuaries, Undertakers and other insurance professionals; and Reserve Bank of India (RBI) which regulators bankers and other financial advisors. The difference lies in their top management – their council or governing board. Will self-regulatory statutory bodies like ICAI and ICSI develop themselves as true professional regulators or be remain downgraded to be a trade union?

Recently, we saw these self-regulatory statutory bodies took advice from big and powerful advisory firms and companies. Some of these firms and companies have a multinational and national presence. Unfortunately, their powerhouses directly and indirectly influence councils of these self regulatory statutory bodies. This need urgent attention and introduction of organizational governance akin to corporate governance and independency norms.

Our major challenges are from inside but one growing challenge is to regulate multinational firms coming to India. India cannot stop them from coming under WTO regulation. We have one clue to govern them from IBBI regulations. We can ask foreign professional to be part of some firms which are governed under Indian regulations. I should clearly say Big – 4 should be governed by these self regulatory statutory bodies. If not, these self regulatory statutory bodies may be scrapped, sooner than later.

Is India prepared?

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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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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Memories of 40th National Convention of Company Secretaries


The Institute of Company Secretaries of India organized its annual ritual called national convention on October 4, 5 & 6, 2012 at Aamby Valley, District Pune, Maharashtra on theme “Vision 2020: Transform, Conform and Perform”.  This was my second national convention. I am very happy to note that my article “Keep Conscience Awaken: Blow Whistle” was published in the souvenir of the convention. My enthusiasm could be reflected from my delegate number 203 out of 1200 registered delegates while I already have more than 40 credit hours of continuing professional education program.

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CSR : Company Secretarial Responsibility


In one programme on Corporate Social Responsibility organised by some Chamber, one renowned Company Secretary claim that Corporate Social Responsibilities are primary responsibility of a Company Secretary. Within no time, some other members negated this fresh liability with “we have enough” attitude.

The basis definition of CSR says “doing business responsibly”.

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Introducing: AishMGhrana Governance Professional


The Institute of Company Secretaries of India has its Continuing willingness to present itself as a world leader as professional body of Corporate Governance professionals. This is a welcome transformation of Company Secretary from a mere clerk to Corporate Governance professional. The ICSI said as a member of CSIA it will ask the World Trade Organization (WTO) to include corporate governance and related areas in its mode of business classification.

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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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FLAWS IN FORM 32: WITH RESPECT TO APPOINTMENT OF A COMPANY SECRETARY


Present scheme of the Companies Act, 1956 treat wrong doing principal officers of a company as “officer who is in default”. The Act under Section 5 explicitly lists “Officer who is in default”. This list, which looks like a most wanted list of police department, really cast numerous responsibilities on these officers. Presently, the Secretary of the company seems to be only professional listed herein. As all other persons, may or may not be professionally qualified, are business person and technical persons with only average person knowledge of his legal responsibilities. This section not only cast on the secretary practically all legal responsibilities of the company’s legal administration but also put him in much bigger shoes.

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