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WELCOME YOU ALL

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Title: WELCOME YOU ALL


1
WELCOME YOU ALL
2
e-STUDENT INDUCTION PROGRAMME
The Institute of Company Secretaries of
India IN PURSUIT OF PROFESSIONAL
EXCELLENCE Statutory Board under an Act of
Parliament CCGRT - ICSI
3
e-STUDENT INDUCTION PROGRAMME
  • BY
  • Prof. R BALAKRISHNAN
  • AT
  • ICSI-CCGRT
  • Plot No. 101, Sector 15,
  • Institutional Area, CBD Belapur
  • 400614
  • ON
  • 5th April 2012

E-mail bala.hitsafrica_at_gmail.com Mobile
9423013002
4
Proposed Timing for sessions
Session Timing Coverage
1 10.00 10.15 Introduction
2 10.15 11.00 Role of company secretary
3 11.00 11.45 Prospects for company secretaries
TEA BREAK TEA BREAK TEA BREAK
4 11.45 13.00 Registers and Records to be maintained by Company Secretaries
5 13.00 13.15 Computer Literacy
6 13.15 14.00 Advance Business Tools internet browsing Audio / vide conferencing
LUNCH BREAK LUNCH BREAK
  •  

5
Mahatma Gandhi Be the change that You wish to see in the World Heraclitus There is nothing permanent except change Nothing endures but change
  • Be the change that you wish to see in the
    World,

6
  • Faculty Introduction

7
Faculty introduction
  • JagranCityPlus / In Focus August 31, 2010
  • Third year in Limca Book of Records
  • R.Balakrishnan R Balakrishnan, who started his
    career as a clerk cum typist and then rose ahead
    to become a Company Secretary has got a rare
    opportunity of featuring in the Limca Book of
    Records for the third consecutive year.
    Balakrishnan who is well known as Bala in his
    circles.

8
Faculty Introduction
  • R.Balakrishnan
  • R Balakrishnan, who started his career as a
    clerk cum typist and then rose ahead to become a
    Company Secretary has got a rare opportunity of
    featuring in the Limca Book of Records for the
    third consecutive year. Balakrishnan who is well
    known as Bala in his circles is the first Indian
    to get the certificate of Certified Internal
    Control Specialists (CICS).
  • His journey
  • Bala who originally hails from Tamil Nadu came
    to Pune in 1964 with one of his father's friends.
    He was then 16 years of age and had just passed
    his matriculation.

9
Faculty introduction
  • He made a visit to Pimpri to see the industrial
    area and decided to get a job there. Bala
    recalls, "I visited Mahindra Electro Chemical and
    approached manager AP Mathur for a job. He liked
    my boldness and laid down only one condition that
    I had to be a matriculate. I was but had left
    behind my certificate in Tamil Nadu. He trusted
    me enough to take me in and later the same man
    urged me to continue my studies as well. In those
    days, when I came to Pune, language was a big
    barrier for me, as I was only able to speak and
    understand English and Tamil. So in the initial
    days, I had to use sign language with some people.

10
Faculty introduction
  •  Further achievements
  • After this Bala never turned back. He decided to
    study further and became a commerce graduate by
    appearing externally. Later he also studies law
    at ILS Law College and at Symbiosis Law College.
    But Bala never remained satisfied with his
    progress and always wanted to improve and grow
    further. Bala says here, "I was not just happy
    with being a commerce and law graduate. Then I
    decided to do MCom and joined BMCC. At my job
    front also things were changing. My salary and my
    designation kept increasing.

11
Faculty introduction
  • I started as clerk cum typist was then head of
    Planning, Production and Control Department's
    head. When I left this company, where I was
    working for more than 15 years, I was finally
    made the head of costing department." In 1979 he
    joined another company where he was made as a
    Plant Accountant. This was at the same time when
    he cleared his ICWA inter exam. 
  • Limca Records 
  • He featured in the Limca Book of Records for the
    first time for being the first Indian Company
    Secretary to get award from the Institute of
    Chartered Secretaries and Administrators of
    London.

12
Faculty introduction
  • Tireless work stamina 
  • Bala who is 62 now is still doing lot of things.
    After getting retired at the age of 60 from
    Foseco Chemicals in 2008, he got an assignment
    from a company in Bahrain for around one and half
    years. Today also he is a visiting faculty at
    Symbiosis Institute of Business Management. Till
    now he has written 150 articles in different
    journals and magazines on national and
    international front. He is also delivering
    lectures at various organizations and he has
    written two books up till now. Even after doing
    so much Bala feels that he has yet to do lot many
    things. We wish Balakrishnanji the very best for
    his future plans!  ( Alok Medhi)

13
  • Let us now begin the session

14
  • How good you
  • are in surfing?

15
  • Which site you can get
  • the past question papers
  • of ICSI ?

16
For question papers only
  •  http//www.icsi.edu/WebModules/icsiweb/questionpa
    pers.htm  

17
  • Which site you can get
  • the past question papers
  • with answers also for
  • Professional exam ?

18
For solved question papers for CA, CS, CWA
  • http//companion.shuchita.co.in/ 

19
SESSION -1
  • ROLE OF COMPANY SECRETARY

20
Let us begin with a slide show
  • E\My Docs\SPECIFIC\4 things u can't recover.lnk

21
Introductioncompany secretary
  • Career
  • - as a company secretary
  • Position of
  • - the company secretary
  • The company secretary
  • - is
  • Role of
  • - the company secretary
  • The concept 7 S

22
Company Secretary Career
  • ICSI is a premier National Professional body
    established by the Act of Parliament to develop
    and regulate the Profession of Company
    Secretaries.
  • Career as a CS not only prestigious also
  • Financially rewarding and
  • Carries with it a high level of job
    satisfaction.
  • After qualifying CS Examination and completion of
    training a candidate is admitted as a member
    (ACS) and eligible to be appointed / practice as
    CS

23
Company Secretary Position
  • Behind Corporate Progress theres a strong
    backbone that is-
  • the Company Secretary
  • CS possesses integrated knowledge of multiple
    disciplines such as law, management, finance and
    corporate governance
  • CS is the vital link between the company, its -
    Board of Directors Shareholders - Government
    and other Agencies.
  •  

24
Company Secretary is.
  • An in-house legal expert
  • Compliance officer of the Company.
  • Expert in corporate laws, securities laws
    capital market and corporate governance
  • Chief advisor to the board of members on best
    practices in corporate governance
  • Responsible for all regulatory compliances of
    company
  • Corporate planner and strategic manager

25
Company Secretary Role
  • Integrity / Honesty
  • Discretion
  • Judgement
  • Credibility
  • Confidence
  • Being Heard
  • Keeping Up-to-date
  • Adding Value

Attributes Challenges
26
SEVEN S
  • STRATEGY
  • STRUCTURE
  • STAFFING
  • SYSTEMS
  • SKILLS
  • STYLE
  • SHARED VALUES

27
SEVEN S

STRATEGY highly quality service lesser expenses
STRUCTURE level one require to operate flat structure.
STAFFING one has to decide
SYSTEMS IT / ISO / SOPs / TQM such other systems
SKILLS skills available / training for acquiring further
STYLE empowerment / supervisory / decision making
SHARED VALUES respect / dignity / recognition

28
Company secretary in employment
  • The Company Secretary in employment
  • acts as a vital link between the company and its
    BoD shareholders and other stakeholders and
    regulatory authorities
  • plays a key role in ensuring that the BoD
    procedures are followed and regularly reviewed
  • provides the Board with guidance as to its
    duties, responsibilities and powers under various
    laws, rules and regulations

29
Company Secretary in employment
  • The Company Secretary in employment
  • acts as a compliance officer as well as an
    in-house legal counsel to advise the Board and
    the functional departments of the company on
    various corporate, business, economic and tax
    laws
  • is an important member of the corporate
    management team and acts as conscience seeker of
    the company.

30
Company Secretary in Practice (PCS)
  • The Company Secretary in Practice 
  • Many of the members of the Institute are in
    independent public practice.
  • Under section 2(45A) of the Companies Act, 1956
    secretary in whole-time practice means a
    secretary who shall be deemed to be in practice
    within the meaning of sub-section (2) of section
    2 of the Company Secretaries Act, 1980 (56 of
    1980) and who is not in full-time employment.
  • Innumerable services are rendered by PCS as seen
    in the next slide

31
Company secretary in Practice (services)
  • Corporate Governance Services / Secretarial
    Services
  • Corporate Laws Advisory Services / Representation
    Services
  • Arbitration and Conciliation Services
  • Public Issue, Listing and Securities Management
  • Takeover Code and Insider Trading
  • Securities Compliance and Certification Services
  • Banking Services / Finance and Accounting
    Services 
  • Taxation Services / International Trade and WTO
    Services / Advisory Services on IT / Management
    services

32
BECOME SMARTER
  • YOU NEED TO BECOME SMARTER

33
YOU NEED TO BECOME SMARTER
  • Skilled Savvy - upgrade
    knowledge
  • Multi Disciplinary abilities - know all
    regulations
  • Articulate Adaptable - changing
    environment
  • Resourceful -
    information provider
  • Trustworthy - keep
    business secrets
  • Efficient Effective - timely
    compliance
  • Reformer - roll
    model moral guide

34
(No Transcript)
35
SESSION -2
  • OPPORTUNITIES FOR COMPANY SECRETARIES
  • EMPLOYMENT
  • PRACTICE

36
Let us read a news item appeared very recently -
11 Jan
  • CS news.docx

37
Employment Prospects
  • Company Secretary could be in whole time
    employment with any of the large / medium /
    small scale company in any sector including
    financial sector, banks, insurance or even he
    could be in educational lines such as lecturer /
    professor etc.
  • OR
  • Company Secretary could set up his own
    independent practice what is known as CS in
    whole time practice (Practicing Company Secretary
    - PCS)

38
Employment Prospects
  • Companies having lt share capital of Rs.5 crores
    are compulsorily required to appoint a whole time
    Company Secretary
  • All companies seeking listing on Stock Exchange
    are required to appoint a whole time Company
    Secretary
  • Membership of CS Institute is recognized for
    appointment to superior posts and services under
    Central Government.

39
Assistance for employment
  • The CS Institute and its offices maintain the
    database of the members / students desirous of
    employment
  • The Institute also assist the members and
    students for Placement.
  • Campus interviews are also conducted for
    assisting the students to get employment.
  • Vacancies for the post of Company Secretaries
    received by the Institute are placed on ICSI
    Website for reference / advertized through CS
    journals
  •  

40
Recognition of CS course
  • The CS Course is recognized
  • by the various Universities for admission to PhD
    Course
  • appointment of Lecturers
  • in Commerce Management

41
CSs Role / Areas
  • Corporate Affairs
  • Corporate Governance and Business Ethics
  • Corporate Insolvency Restructuring
  • Corporate compliance management
  • Corporate and Social sustainability
  • Securities Management and compliances
  • Strategic Management

42
CSs Role / Areas
  • Investor Relations
  • Due Diligence
  • Treasury Function
  • Human Resource Management
  • Foreign Collaboration and Joint Venture
  • Global Business
  • And many more

43
Employment as CS
  • CSs are reasonably paid professionals.
  • Boom in the economy has led to further demand for
    the professionals and CS are needed in various
    sectors and industries such as
  • Manufacturing
  • Service, as also in
  • Financial sector
  • Capital market and
  • Banking etc.

44
Employment as CS
  • After the globalization of services
  • The field is opening in various countries for
    Practicing Company Secretaries as well.
  • India is entering into bilateral Comprehensive
    ECA countries like-
  • Singapore
  • Malaysia
  • Thailand
  • and Mauritius etc.

45
Employment as CS
  • These agreements recognize CS for free movement
    of professionals across borders. ICSI has entered
    into an MoU with ICSA - UK. This MoU recognizes
    CS of both the countries on certain conditions.
  • The process of globalization and the process of
    comprehensive economic cooperation that India is
    initiating has also set in motion mutual
    recognition agreements between the ICSI and
    Institutes governing the profession in various
    other countries. This is opening up the world to
    Company Secretaries

46
Employment as CS
  • Many Company Secretaries are already working in
    various countries like the-
  • US, Canada, UK, Singapore, Malaysia, Thailand,
    Australia, New Zealand, Middle-east, Africa, etc.
  • With their research and legal bent of mind, the
    employers of CS have recognized the CSs
    professional skill sets.
  • CSs also possess managerial capabilities and
    analytical skills.

47
Practicing Company Secretary
  • Certificate of Practice from the Institute
  • Could go in for Independent Practice.
  • Every company having a paid-up share capital lt
    Rs. 10 Lacs
  • but lt Rs. 5 Crores is required to engage the
    services of a PCS for issue of Compliance
    Certificate.
  • PCS are authorized to issue various Certificates
    under the Listing Agreement entered between
    companies and stock exchange(s)

48
Certification under Listing Agreement for PCS
  • Certification under clause 47 (c)-
  • a certificate from a PCS that all transfers have
    been completed within the stipulated time.
  • Certification under clause 49 -
  • a certificate from the auditor of the company or
    from a PCS regarding compliance of conditions of
    corporate governance
  • Certification pursuant to SEBI circular D CC /
    FITTC /CIR-16/2002 dated 31/12/2002.-
  • a certificate from PCS or by a CA regarding
    reconciliation of total shares of a company held
    in NSDL, GDSL and in physical form by the
    shareholders with the total admitted, issued and
    listed capital.

49
Various other Certification for PCS
  • Besides, there are various other event based
    certifications which are required by many
    regulatory bodies including Listing Agreement by
    many companies.
  • Transfer to IPEF after the period of seven years
  • Voluntary compliance certificate
  • Certification for central excise / customs /
    import export authorities under FEMA / tax laws
    etc. etc.
  • We see in the next slides areas of practice and
    the various certifications under many statues.

50
Certification by PCS
  • Give declaration in respect of section 25
    companies that the Memorandum and Articles of
    Association have been drawn up in conformity with
    the provisions of the Act and compliance of
    provisions with respect to registration or
    matters incidental thereto.
  • Signing of annual return of listed companies.
  • Certificate regarding dispatch of certificate
    after transfer etc. under clause 47(C) of the
    Listing Agreement.
  • Certification of statement of amounts credited to
    Investor Education and Protection Fund.

51
Areas of practice for PCS
  • Project planning
  • Raising resources / financial services
  • Tax Planning and Management
  • - Income Tax / Wealth Tax / Excise /Customs
  • Intellectual Properties Act and WTO
  • Personnel matters
  • Appearance before the regulatory authorities
  • Various state laws

52
Certification by PCS
  • Compliance Certificate for companies not required
    to employ a whole-time secretary and having
    paid-up share capital of Rs. 10 lakhs or more.
  • Making a verified declaration of compliances for
    obtaining a certificate of commencement of
    business/commencement of other business.
  • Making the statutory declaration that all
    requirements of the Companies Act and the rules
    there under have been complied with in respect of
    registration of a company and matters precedent
    and incidental thereto.

53
Certification by PCS
  • Give declaration in respect of section 25
    companies that the Memorandum and Articles of
    Association have been drawn up in conformity with
    the provisions of the Act and compliance of
    provisions with respect to registration or
    matters incidental thereto.
  • Signing of annual return of listed companies.
  • Certificate regarding dispatch of certificate
    after transfer etc. under clause 47(C) of the
    Listing Agreement.
  • Certification of statement of amounts credited to
    Investor Education and Protection Fund.

54
Certification by PCS
  • Certificate regarding compliance with Private
    Limited Company and Unlisted Public Limited
    Company (Buy-back of Securities) Rules, 1999
    including those relating to extinguishment and
    destructions of certificates which has to be done
    in the presence of a Practicing Company
    Secretary.
  • Certificate on appointment of Managing
    Director/Whole-time Director/Manager under
    Schedule XIII.
  • Certification to listed companies to the effect
    that all refund orders/ certificates issued were
    dispatched within prescribed time and manner and
    securities were listed on the stock exchanges as
    specified in the offer document.

55
website of ICSI http//www.icsi.edu
  • Please visit the above website of our institute
    and click the PCS and you will know much more
    details of the opportunities, recognitions and
    other related details available to PCS
  • You can even read the various recognition secured
    by our institute for a company secretary in
    employment also in this site

56
LET US LOOK AT JOB OPPORTUNITY REMUNERATION
  • Job opportunities for CS

57
Employment as CS - India
  • Today a fresh CS could expect a starting
    (approx.) remuneration of Rs. 25000/- per month
    and It could go up to 50000/- within 2-3 years of
    experience.
  • Most companies pay a very good premium to the
    qualification and offer incentives to retain the
    right people.
  • As an eye and ear to the Board, a CS is one of
    the most promising career opportunities for
    professionals.

58
Global Employment opportunities for CS
  • After the globalization of services
  • The field is opening in various countries for
    Practicing Company Secretaries as well.
  • India is entering into bilateral Comprehensive
    ECA countries like-
  • Singapore
  • Malaysia
  • Thailand
  • and Mauritius etc.

59
Global Employment opportunities for CS
  • These agreements recognize CS for free movement
    of professionals across borders.
  • ICSI has entered into an MoU with ICSA - UK.
  • This MoU recognizes CS of both the countries on
    certain conditions.
  • The process of globalization and the process of
    comprehensive economic cooperation that India is
    initiating has also set in motion mutual
    recognition agreements between the ICSI and
    Institutes governing the profession in various
    other countries.
  • This is opening up the world to Company
    Secretaries

60
Global Employment opportunities for CS
  • Many Company Secretaries are already working in
    various countries like the-
  • US, Canada, UK, Singapore, Malaysia, Thailand,
    Australia, New Zealand, Middle-east, Africa, etc.
  • With their research and legal bent of mind, the
    employers of CS have recognized the CSs
    professional skill sets.
  • CSs also possess managerial capabilities and
    analytical skills.
  • Next time when you open the computer, please
    search, CS opportunities in Malaysia, Singapore,
    Arab / African counties, you will know much
    better

61
Subse bada rupayaa! Kitne paise milenga???
  • ABROD
  • Fresher difficult some experience is required
    in the filed
  • Should know the relevant laws of the country UK
    combined code, Kings II Code of Governance etc.
  • You can expect 3000 to 8000 p.m
  • Saving - lt 50 upto 70
  • INDIA
  • A fresh CS could expect a starting (approx.) Rs.
    25000/- p.m - could go up to 50000/- within 2-3
    years of experience.
  • Most companies pay a good premium to the
    qualification and offer incentives to retain the
    right people.
  • Many CS even reached positions of directors / MD

62
Job sites
  • Job forum for CS
  • Some (known) jobsites

63
JOB SITE FOR CS
  • A forum is available for job for CS
  • You can register in this forum your name
  • By this forum, you can find job availability in
    the market.
  • Forum is creating city wise statistics both job
    seekers as well as job availability in due
    course.
  • The following link to the forum would help you
  • You could register as members who wish to join
  • http//groups.google.com/group/company-secretary-v
    acancies?hlen-GB

64
Some of the known Job Sites
  • www.naukri.com
  • www.winentrance.com
  • www.jobsahead.com
  • www.digitalbhoomi.com
  • www.cybermediadice.com
  • hotjobs.yahoo.com
  • www.jobs.net
  • www.timesjobs.com
  • www.computerjobs
  • www.totaljobs.com
  • www.careerbuilder.com
  • www.career.com
  • www.computerwork.com
  • www.topjobs.net
  • www.bankjobs.com
  • www.sciencejobs.com
  • www.career.com

65
Q A
66
TEA BREAK
67
  • Good after noon

68
Session 3
  • Records
  • Registers
  • to be maintained by
  • company secretary

69
Passenger slide
  • E\My Docs\SPECIFIC\passenger.ppsm

70
SESSION 2
  • Records
  • and
  • Registers
  • to be maintained
  • by the
  • Company Secretary

71
Registers and Records
  • Every company required to maintain
  • Different books and registers
  • For record and as well to secure efficiency in
    operation
  • Regulation under the Companies Act 1956
  • Known as statutory books
  • Other books / registers also not required under
    the law but most companies maintain for proper
    and efficient running of the company these are
    non-statutory books
  • Failure to maintain offence attracts
    penalties
  • Better we get familiarize with these
  • The registers / books are also evidence

72
Statutory books
  • Register of members
  • Register of index of members
  • Register of debenture holders
  • Index of debenture holders (only if lt than 50
    numbers)
  • Foreign register of debenture holders
  • Registers of Investments in shares or securities
    not held in the name of the company
  • Register charges
  • Copies of annual returns prepared
  • Minutes of book of board of directors /
    committees of board

73
Statutory books
  • Minutes books of proceedings of general meetings
  • Books of accounts and other cost records
  • Register of contracts, with directors, companies
    and firms in which directors are interested
  • Register of managing director, manager, secretary
    and directors
  • Register of directors shareholdings
  • Registers and index of beneficial owners
  • Register of investments in shares and debentures
    of other body corporate and loan granted
  • Register of deposits

74
Non Statutory books / registers
  • Share application and allotment register
  • Share call register / Share transfer register
  • Debenture application and allotment register
  • Dividend register
  • Register of share warrant
  • Register of certified transfers
  • Debenture holders interest register
  • Register of sealed documents
  • Register of power of attorney
  • Register of probates and letter of administration

75
Books of accounts
  • Besides statutory and non statutory register, the
    company also maintain books of accounts under the
    Companies Act.
  • Books of accounts kept by the companies
  • Books of accounts kept by the foreign companies
  • Books of accounts and records to be maintained by
    banks
  • Books of accounts kept by liquidator

76
Books of Accounts
  • What books of accounts to be kept?
  • Can books of accounts be kept in loose leaf?
  • Books of accounts and basis of accounting
  • Keeping the books of accounts according to the
    double entry system
  • Place of keeping books of accounts
  • How long are books required to preserve?
  • Responsibility of keeping proper books
  • Inspection of books of accounts
  • Secretarys duties and penal provisions

77
Register of contracts
  • Register of contracts, companies and firms in
    which directors are interested
  • Statutory provisions
  • What particulars are entered?
  • Time limit of recording of particulars
  • Contract which the provisions apply
  • Register can it be in loose leaf?
  • Place of keeping register
  • Inspection of register
  • Whether applicable to private companies?

78
Register of contracts
  • Secretarys duties
  • Penal provisions
  • Form of register
  • Boards sanction when directors are interested
  • Directors duty to disclose interest
  • Details to be included in the register
  • Serial no date name of parties terms of
    contract
  • Date on which the contract is placed at the board
  • Particulars of directors voting present
    interested
  • Voted for against remained neutral -remarks

79
Register of MD / Manager / secretary directors
  • Statutory provisions
  • What particulars to be included?
  • Change among the directors
  • Register can it be kept in loose leaf?
  • Place of keeping register
  • Inspection of register
  • Whether applicable to private companies?
  • Secretarys duties
  • Form of register
  • Penal provisions

80
Register of MD / Manager / secretary directors
  • Duty of directors etc. to make disclosures
  • Notice of appointment disclosure by directors
  • Notice of relinquishment of office disclosure
    by director
  • Register to be kept open for inspection during
    office hours for members and other public
  • Details in the register
  • - name former name if any - fathers /
    husbands name - usual residential address
    nationality nationality of origin if different
    from present nationality business / occupation
    particulars of directorship in other places
    date of birth / age date of appointment /
    change

81
Register of MD / Manager / secretary directors
  • Duty of directors etc. to make disclosures
  • Notice of appointment disclosure by directors
  • Notice of relinquishment of office disclosure
    by director
  • Register to be kept open for inspection during
    office hours for members and other public
  • Details in the register
  • - name former name if any - fathers /
    husbands name - usual residential address
    nationality nationality of origin if different
    from present nationality business / occupation
    particulars of directorship in other places
    date of birth / age date of appointment /
    change

82
Register of directors shareholdings
  • Statutory provisions
  • Applicable to whom?
  • Particulars to be included
  • Time limit for entry in the register
  • Register can it be kept in loose leaf?
  • Place of keeping register
  • Inspection of register
  • Whether applicable to private companies? (not
    applicable to Government companies)
  • Production of the register in the AGM

83
Register of directors shareholdings
  • Penal provisions
  • Form of the register
  • - sr. no name of director name of company
    number of shares held by nominee description of
    shares / debentures amount date of acquiring
    date of sale consideration for which acquired
    / sold

84
Register of investments /loan made or guarantee
given to any other body corporate
  • Statutory provisions
  • Particulars to be entered
  • Time limit
  • Can it be in loose leaf form
  • Place of keeping records
  • Inspection
  • Secretarys duties
  • Penal provisions
  • Form of register - Name date of
    investment/loan/ guarantee amount terms
    purpose - remarks

85
Annual Return
  • Statutory provision company having share
    capital and companies not having share capital
  • Signing of annual returns
  • Place of keeping
  • Inspection
  • Preservation period
  • Annual return by foreign companies
  • Penalty

86
Register of deposits
  • General
  • Particulars to be entered
  • Can it be loose leaf form
  • Place where separate registers are necessary
  • Inspection
  • Preservation period
  • Secretarys duties
  • Form deposit holders name FD No date of
    deposit period date of maturity principal
    amount a/c no special instructions remarks

87
SECRETARIAL STANDARDSS-4 ON RECORDS REGISTERS
  • SECRETARIAL STANDARD
  • BROUGHT OUT
  • BY OUR INSITITUTE
  • TALKS ELABORATLY
  • ON
  • RECORDS AND REGISTERS

88
MAINTAING REGISTERS IN SOFT FORM
  • Can we maintain in soft form?
  • Yes we can.
  • Periodically one need to take the print out.
  • Signed hard copies need to be preserved
    (authentication)

89
Soft form of records - sample
  • E\My Docs\Fixed Asset Register.xls
  • E\My Docs\Register of Contracts - format.xls

90
Statutory register book
  • Would you like to physically see a statutory
    register HARD one not soft and would like
    to know how the register is maintained?
  • If Yes we will see
  • If No we proceed further

91
MINUTES
92
Minutes
  • Minutes general
  • Drafting of minutes
  • Statutory provisions
  • Contents of board / general meeting
  • Kinds of committees of directors minutes
  • Time limit for writing the minutes
  • Time limit for singing the minutes
  • Alteration of minutes
  • Place where the minutes book to be kept
  • Indexing

93
Minutes
  • Minutes to be evidence
  • Inspection of Minutes
  • Publication of minutes
  • Secretarys duties
  • Meeting quorum disclosure chairman
    absence of chairman
  • Specimen how minutes are written

94
Minutes
  • General
  • Drafting of minutes
  • Statutory provisions
  • Contents of board and general meetings
  • Confirmation of minutes
  • Time limit for recording and signing minutes of
    board meetings
  • Alteration of minutes

95
MINUTES
  • Place where minutes are to be maintained
  • Indexing of minutes
  • Inspection of minutes books
  • Publication of minutes
  • secretarys duties

96
MINUTES
  • Minutes not defined
  • It is a written record of proceeding at a meeting
  • Minutes could be
  • (a) Minutes of narration and
  • (b) Minutes of decision or resolution

97
Minutes
  • Minutes of narration
  • recording leave of absence
  • number of members present
  • signing of minutes of previous meeting taking
    note of financial statements
  • taking a note of receipts of notices from the
    directors and statements of proposers and
    seconders of motion
  • closure of meeting etc.

98
MINUTES
  • Minutes of resolution -
  • Minutes of resolution are the records of the
    formal decisions of the directors or
  • shareholders and
  • is normally by customary prefixed by the word
    Resolve or Resolved that
  • and such a resolution may, or may not be
    accompanied by statement enacting the mover and
    seconders.

99
Minutes
  • Normally minutes of resolution are used in the
    case of general meetings with the addition of the
    names of
  • proposers and
  • seconders
  • whereas in the board meetings a mixture of both
    i.e. minutes of resolution as well as minutes of
    narration are used.

100
MINUTES BRIEF CLEAR - UMAMBIGUIOUS
  • Resolved that pursuant to Section 198, 269,
    309, 310, 311 and any other applicable provisions
    read with Schedule XIII of the Companies Act
    1956, (including amendment or modification made
    from time to time or reenactment thereof) the
    consent of the company be and hereby accorded to
    the re-appointment of Mr..as Managing
    Director of the company for a further period of
    three years, effective 01 April .. to 31
    March. on the following terms and conditions
  • A two page document showing Terms of conditions
    for reappointment of Mr.. MD

101
MINUTES BRIEF CLEAR - UMAMBIGUIOUS
  • Resolved that this meeting approve the
    reappointment of Mr.as Managing Director of
    the company from.toand the payment of
    remuneration as set out in the explanatory
    statement attached to the Notice convening this
    general meeting.
  • Explanatory statement briefly what is
    payable in in terms of salary / bonus and Part A
    / Part B and Part C ( A housing B education
    allow/ LTA and C other perquisites car,
    phone, gas, electricity etc.)

102
MINUTES
  • Minutes to be evidence - sec 194
  • Inspection of minutes book
  • board committee meetings
  • general meetings
  • Publication of minutes
  • Secretarys duties

103
MINUTES
  • Minutes private record not published
  • Sometime circulation or advertisement of
    reporters of the proceedings of general meeting
    done
  • Section 197 is relevant
  • Chairmans statement is published normally it
    is said that this does not purport to be the
    proceedings of the meeting so that the penal
    provision is not attracted.

104
MINUTES
  • Period of writing minutes-
  • It can not be insisted upon that the
  • minutes of the board meeting have to
  • be signed within 30 days. Insistence
  • can be made only as to the writing of
  • the minutes within the period of 30
  • days from the date of meeting held.
  • Source circular No 25/76 of 1-9-1976

105
MAINTAINING MINUTES IN LOOSE-LEAF FORM
  • The Department will refrain from taking any
    action against a company which maintained its
    minutes in the loose-leaf form, provided it
    complied with the other procedural requirements
    of the section and at the same time took all
    possible safeguards against manipulation or
    interpolation of the minutes and bound up the
    loose-leaves in books at reasonable intervals,
    say six months.
  • Source Extract from Fifth Annual Report on
    Working and Administration of Companies Act 1956
    year ended 31 March 1961

106
MINUTES PASTED IN MINUTES BOOK
  • Section 193(1B) is against the pasting of the
    minutes in the minute book minutes of the
    general and board meeting cannot, therefore, be
    type-written and then pasted in bound minutes
    book or in loose leaves. Entering of minutes in
    the bound minutes book by a chemical process
    which does not amount to attachment to any book
    by pasting or otherwise is permissible provided
    on the mechanical impression of the minutes, the
    original signature of the chairman is given on
    each page.
  • Source- Letter No. 10(41)/70 dated 27.5.1971

107
MINUTES BOOK TO BE KEPT AT COMPANYS REGISTERED
OFFICE
  • It is obligatory on the part of the company to
    keep minutes book at its registered office.
  • The said minutes book can be removed from the
    registered office of the company for holding
    board meeting at a place other than the
    registered office but only when a board meeting
    takes place outside the registered office of the
    company.
  • Books of account do not include minute book
  • (Source- Clarification issued by Company
    Affairs)

108
MINUTES
  • Drafting of minutes brief / clear /
    unambiguous
  • Statutory provisions sec.193
  • Contents - board / committee meeting general
  • meeting
  • Time limit for recording and signing - Sec 193
    (1A)
  • Alteration by a subsequent meeting
  • (letter 8/2 Misc-75/CLV dated 5 May 1975
  • Place of keeping minutes book registered
    office
  • Indexing own choice

109
SECRETARIAL STAANDARDSS-5 ON MINUTES
  • SECRETARIAL STANDARD
  • BROUGHT OUT
  • BY OUR INSITITUTE
  • TALKS ELABORATLY
  • ABOUT MINUTES

110
Minutes sample
  • E\My Docs\Minutes for view.doc

111
Minutes (register )book
  • Would you like to physically see a Minutes Book
    (Register) HARD one not soft and would
    like to know how the register is maintained?
  • If Yes we will see
  • If No we proceed further

112
Questions
113
SESSION -4
  • COMPUTER LITERACY

114

Computer Our day to day use (routine)
  • Desk top /Laptop
  • E-mails
  • Letters micro soft / word pro lotus smart
    suit.
  • Soft copies
  • Presentations
  • Excel sheet
  • Intranet and
  • Internet

115
Basic need for day to day
  • E mail operation
  • Intranet operation in an organization
  • Files creation / saving / modification /
    editing
  • Copy / paste
  • Excel sheet basic calculations where required
  • Power point presentation
  • Conversion of file format (word to acrobat)
  • Attachment scanning

116
Specific requirement of MCA
  • Digital signature (DSC)
  • Storing in USB storage drive or in computer
  • How to use DSC while filing documents
  • Security
  • Basic knowledge of internet options
  • Filing procedure of documents
  • Attachment
  • Uploading / downloading

117
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118
For e-Filing on MCA21 Computer must have the
following components installed
  • Windows 2000 /
  • Windows XP /
  • Windows Vista /
  • Windows 7
  • Internet Explorer v6.0
  • and above
  • Adobe Reader V 9.3
  • and lower versions
  • Java Runtime Environment (JRE)

119
MCA 21 requirements
  • 1 PERSONAL COMPUTER
  • 2 WEB BROWSER INTERNET EXPLORER / NETSCAPE
    NAVIGATOR
  • 3 INTERNET ACCESS PREFERRED BRAND BAND
    CONNECTIVITY
  • 4 ADOBE ACROBAT READER 7.0.5
  • 5 WINZIP
  • 6 SCANNER
  • 7 PRINTER

120
Internet
  • Search engine
  • Login / logout used id password
  • Sites secured one / unsecured one
  • Facilities available at the site usage
  • Government maintained sites MCA / Taxation
    direct and indirect both / RBI / Import Export
  • Downloading forms
  • Online filing / offline filing
  • Credit card usage for payment / other options

121
Internet
  • Checking details at the site
  • Follow up procedure
  • Status checking
  • Feedback
  • Getting required print out (challan, receipt
    SRN etc.)

122
  • Advance business tools
  • Internet browsing
  • Conference calls
  • video conferencing)

123
  • Using search
  • for locating sites

124
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125
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126
  • Conference
  • calls
  • (Audio conferencing)

127
Speaker Phone-Conference phone
  • .

128
One more device
129
TTY/TDD
  • .

130
TTY/TDD
  • TTY/TDD - of telecommunication devices
  • Make it easier for deaf and/or mute people to
    talk over telephone lines.
  • TTY - telephone typewriter, teletypewriter or
    text phone.
  • TDD - Telecommunications Device for the Deaf.
  • Usually these devices categorized under TTY/TDD.
  • Sometimes TTY means manual devices such as
    typewriters, TDD devices usually fall under
    computer assisted or digital devices.

131
TTY/TDD
  • A TTY/TDD device is the size of a typewriter or a
    small computer.
  • Vast majority of these devices have a QWERTY
    keyboard and some sort of display screen that
    either uses LED, LCD or other display technology.
  • Many TTY/TDD devices also include a printer which
    can use many types of printing technologies.
  • However some resemble typewriters and have a
    spool of paper.
  • With devices that have printing technology, text
    can be printed, shown on a display device or
    both.

132
Audio conference /conference call
  • How does this work
  • What exactly happens?
  • Participation
  • Do we need assistance from third person like
    operator etc
  • Method
  • procedure

133
Audio conference Three-Way Calling
  • Allows more than 2 parties to communicate at the
    same time. This option may involve operator
    assistance depending on your telephone service.

134
Advantages
  • Allows people to participate in the process
  • without physically being present
  • May act as a safe haven for people
  • Minimal expenditures
  • No need to reschedule meetings
  • Allows for timelines to be met

135
Disadvantages
  • Absence of visual cues, body language and other
    forms of non-verbal communication
  • Communication difficulties may be exacerbated due
    to language differences
  • May not be effective for high profile issues
  • Potential technical difficulties
  • Individual would be unable to view pertinent
    documents during the meeting
  • Not be able to sign documents during the meeting
    in case they are to be signed
  • Can be time intensive

136
Guidelines
  • Forethought about documents
  • Develop an agenda
  • Check Equipment
  • Discuss procedures with concerned people
  • prior to the meeting
  • Conduct meeting in a low traffic area

137
Important points
  • Dont use the hold button
  • The facilitator should repeat
  • or summarize salient issues
  • Participants should be asked for input throughout
    the meeting
  • The facilitator should formally close the meeting
  • by thanking team members and stating
  • when paperwork can be expected

138
Evaluations
139
  • Video
  • Conference

140
Video conferencing
141
Corporate meetings
  • Corporate meetings are taking a big leap forward
    through video conferencing.
  • Thanks to Video Conferencing facilities
  • Without physically present, one could participate
    in the meetings
  • We could see each other through video face
    expression body language
  • Physical signing of documents not possible
  • It is far better than the audio conference /
    tele-conference calls

142
Corporate meetings
  • Video conferencing is an interactive two-way
  • visual and audio communication over a distance.
  • It is often referred to as "video conferencing"
    or "video teleconferencing",
  • both of which mean the same thing.
  • It is one of many technologies within the domain
    of "video communications" including broadcast
    television, video streaming, video assessment and
    video collaboration.

143
Corporate meetings
  • Legal recognition?
  • MCA issued a circular recognizing video
    conference subject to certain conditions to be
    fulfilled detailed circular of May 2011 could
    be referred to on this
  • The bill which is pending at Parliament, when
    passed Would also contain the provisions on
    audio / video conference
  • Video conference is helpful for effective meeting
    , decisions etc, when the concerned people are
    unable to be present in person for meeting

144
In summary
  • One need not become an computer expert
  • Basic knowledge of usage is a must - Related to
    day to day working - Related to regulatory
    dealing
  • Related to online filing / submission of
    documents
  • Related to status checking / providing feedback
  • One need to be well versed in locating the site
    and
  • Getting the desired information
  • Search engine would help (Google / Yahoo / MSN
    etc.)
  • Audio / video conferencing could be resorted for
    participation and not for board / committee
    meeting as on date

145
Q A
146
Let us watch a small clip
  • Amazing
  • (to run from desk top)

147

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