Monday, May 21, 2018

Company secretaries are gatekeepers of corporate governance: SEBI Chairman


Company secretaries are gatekeepers of corporate governance: SEBI Chairman


CSs must detect instances of non-compliance and concentrate on taking corrective measures


CS are gatekeepers of corporate governance

“Company Secretaries, once known as secretaries to the board and management, have transformed themselves into key managerial and governance professionals. Today they are recognised for their importance on corporate landscape and have become,” said Ajay Tyagi, chairman, SEBI.

Tyagi was speaking at a two-day Golden Jubilee Year National Conference of Practising Company Secretaries (19th edition) on the theme “PCS- a value driven professional organised by the Institute of Company Secretaries of India (ICSI) in Mumbai.
The event was organised to discuss and explore utmost adherence to the values of independence, integrity, professional competence and ethical conduct of the role of CS.

R V Seckar Consultant in Company Law , Insolvency law , FEMA and LODR Compliances


CS acts as a principal advisor to the board

“CSs also assist in developing law abiding culture and sustainable frame work for the company. On board, the CS acts as a principal advisor to the board and ensures good governance standards for the company. It is now necessary that not only shareholders but other stakeholders become gatekeepers of corporate governance of the company. Here, the work of CS is very important,” he said further.

Standards of Secretarial Audit has to be Improved

Speaking on the responsibility of secretarial practise entrusted to the CS, he said that CSs must detect instances of non-compliance and concentrate on taking corrective measures.  He said that he recently came across an analysis on secretarial audit standards in companies which was undertaken by National Stock Exchange in February 2018 and rather disappointed to see that many secretarial audits did not report non- compliances, penalties or compliance of action taken events as pointed out by the stock exchange.

R V Seckar Consultant in Company Law , Insolvency law , FEMA and LODR Compliances


Css To Submit Quarterly Secretarial Audit Reports

Tyagi urged all CSs to submit quarterly secretarial audit reports so as to demonstrate commitment and good practises in governance of commercial and financial management of companies.

A stronger, ethical is the Need of the Hour
He spoke on ethics in good corporate governance and said that though all rules and regulations exist but in the end it all boils down to good governance. “Compliance with regulations and attitude of integrity has to be developed in operations. A stronger, ethical culture will also strengthen investors’ faith in capital markets” said the SEBI chief.  

R V Seckar Consultant in Company Law , Insolvency law , FEMA and LODR Compliances


CS’s to rise to the occasion

“SEBI’s new corporate governance norms have set the implementation agenda for corporates in coming years. Much more needs to be done” said Tyagi.  He asked CS’s to rise to the occasion and take up responsibilities and expressed confidence that ICSI will play a key role in guiding CS professionals to stay updated  in changes legal and statutory scenario in the country.

“A CS has been recognised as one of the most important pillars of good governance of all corporates. If the CS discharges his duties diligently, I am sure the quality of corporate governance can be brought at par with the best in the world’ said Tyagi.

R V Seckar Consultant in Company Law , Insolvency law , FEMA and LODR Compliances


Satyapal Singh, MoS, HRD, (Higher Education)

Chief Guest, Satyapal Singh, MoS, HRD, (Higher Education) touched upon the  three core values of corporate governance –confidence, commitment and communication. He said that confidence comes with knowledge as a half-baked professional cannot be confident.  He added that there are many competent company secretaries but very few have commitment. He added that competence follows commitment and unfollows corruption.

Importance of the Art of Communication

Underling the importance of the art of communication the minister said, “You must have empowered communication to be able to convince your boss, customers and your clients about the moral way of doing the business.  With good speech you can turn your enemies into your friends, but if your speech is faulty, you can turn your friends into enemies.”  

Three ‘E’s i.e. enactment, education and enforcement.

Singh also said that CSs will be key instruments in implementing prime minister Narendra Modi plan to eradicate poverty by 2022. “To eradicate corruption and black money, CSs have to be true professionals and work towards enactment of three ‘E’s i.e. enactment, education and enforcement.
 Courtesy : Governance Now

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Friday, May 18, 2018

SECRETARIAL AUDIT BY COMPANY SECRETARIES IS NOT UP-TO-MARK SAYS SEBI


SECRETARIAL AUDIT BY COMPANY SECRETARIES IS NOT UP-TO-MARK SAYS SEBI

SEBI DISAPPOINTED WITH COMPANY SECRETARIES

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Capital markets regulator Sebi today said it is "disappointed" with company secretaries for lack of disclosures regarding actions taken by stock exchanges in secretarial audits of companies.

"I was rather disappointed to see that many of the secretarial audit reports did not report on the non-compliances pointed out by the stock exchanges," Sebi chairman Ajay Tyagi said addressing an Institute of Company Secretaries of India event here.


R V Seckar Fema , insolvency and corporate law consultant 09848915177 rvsekar2007@gmail.com

EVALUATION OF SECRETARIAL AUDITS BY NATIONAL STOCK EXCHANGE

Pointing out to an analysis of secretarial audit reports undertaken by the National Stock Exchange recently, he said the shortcomings included not reporting penalties levied by stock exchanges and overlooking compliance and corporate action events like changes in capital schemes.

QUALITY OF SECRETARIAL AUDIT SHOULD BE IMPROVED

Reminding that the company secretaries have been entrusted with the responsibility of secretarial audit in practice, Tyagi said, "I would urge to further step up the quality of the secretarial audit especially for listed companies." 

"Disclosure and reporting has become very important in recent years because of increased emphasis on corporate governance," he said.

Submission of "quality" secretarial audit reports is the need of the hour

Tyagi also elaborated on the regulator's other expectations from the secretarial audits, including submission of "quality" secretarial audit reports.
A company secretary should "keep the dignity of the profession high, he should adopt a substance over form approach focusing on the principles and promptly report non-compliance to demonstrate commitment to both good governance and financial management," he said.

R V Seckar Fema , insolvency and corporate law consultant 09848915177 rvsekar2007@gmail.com


To imbibe a culture of ethics and values

Tyagi added that there is a need to imbibe a culture of ethics and values and look at things beyond compliance to laid down regulations.

"A culture of integrity will have to be developed that permeates all levels of operation. A stronger ethical culture will also strengthen investors' faith in capital markets," Tyagi said.

"If the company secretary is diligent, the quality of corporate governance in India can become at par with the rest of the world," he added.

Courtesy : Business Standard

Tuesday, May 8, 2018

Key highlights of amendments to various Rules under Companies Act, 2013 with Effect from May 07,2018


Key highlights of amendments to various Rules under Companies Act, 2013 with Effect from May 07,2018


The Central Government has notified amendment to various rules under Companies Act, 2013. The amendments are effective from May 07, 2018. The amended provisions have been discussed as under:

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1.Amendment relating to meeting of board and its powers:

🐌The Government has amended the Companies (Meetings of the Board and its Powers) Rules, 2014. A new provision has been inserted to Rule 4 of the said rules providing that any other director may participate through video conferencing or other audio visual means if there is quorum in a meeting through physical presence of directors.


2.No more ratification of appointment of Auditor in AGM

consultant for incorporation of joint venture companies , consultant for incorporation of foreign subsidiaries in India ,t 09848915177 rvsekar2007@gmail.com,


🐌 The Government has amended the Companies (Audit and Auditors) Rules, 2014. Amendment has been made to rule 3 whereby proviso to sub-rule 7 of Rule 3 and explanation thereunder have been omitted. Which means that the requirement of ratification of appointment of Auditor in every annual general meeting (AGM) till the conclusion of sixth AGM has been removed. Further Rule 9 of the said rules has been omitted. Rule 10A and Rule 14 have also been amended.

3.15 days' time for re-submission in case of reservation of name through RUN: 

🐌The Central Government has amended the Companies (Registration Office and Fees) Rules, 2014. A new provision has been inserted under to Rule 10(3) providing that - Registrar shall allow fifteen days' time for re-submission in case of reservation of name through web service -RUN for rectification of defects if any. Earlier re-submission was not allowed in case of re-submission of application through RUN.

consultant for incorporation of joint venture companies , consultant for incorporation of foreign subsidiaries in India ,t 09848915177 rvsekar2007@gmail.com,


4.Additional fee payable on delayed annual filing: 

🐌 Further  amendment has been made in Annexure I of the Companies (Registration Office and Fees) Rules, 2014 prescribing additional fee of Rs. 100 per day effective from July 1, 2018 for delayed in filing of annual return and financial statements.

The additional fee shall also be applicable to revised financial statement or board report as well as Secretarial audit report.

5.Govt. tweaks norms for appointment of Independent Directors: 

🐌The Govt. has amended Companies (Appointment and Qualification of Directors) Rules, 2014 whereby amendment has been made to Rule

5. The revised norm provides that in case of appointment of Independent Director, none of the relatives of such independent director should be indebted to the company, its holding subsidiary or associate Company or their promoters, or directors; or has given a guarantee or provided any security in connection with indebtness of any third person to its holding, subsidiary or associate company or their promoter or directors for an amount of Rs. 50 Lakhs at any time during the two immediately preceding financial years or during current financial year.

6.Amendment relating to prospectus and allotment of securities: 

🐌 The Government has amended the Companies (Prospectus and Allotment of Securities) Rules, 2014. The amendment prescribes omission of rule 4 - Reports to be set out in the Prospectus, rule 5- Other matters and reports to be stated in the prospectus and rule 6- Period for which information to be provided in certain cases.


Courtesy : CA Ameresh Vashisht

Monday, May 7, 2018

COMPANY LAW UPDATES Rs.100 PER DAY FINE SHALL BECOME PAYABLE IN RESPECT OF MGT-7, AOC-4, AOC-4 XBRL AND AOC-4 CFS IF FILED BEYOND DUE DATE.


COMPANY LAW UPDATES

Rs.100 PER DAY FINE  SHALL BECOME PAYABLE IN RESPECT OF MGT-7, AOC-4, AOC-4 XBRL AND AOC-4 CFS IF FILED BEYOND DUE DATE.

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The Companies (Registration Offices and Fees) Second Amendment Rules 2018 has been notified on 7th May 2018. Accordingly, in case the due date of filings under Section 92 (Annual Return) or 137 (Annual Financial Statement) of the Companies Act, 2013 expires after 30/06/2018, the additional fee @Rs.100 per day shall become payable in respect of MGT-7, AoC-4, AoC-4 XBRL and AoC-4 CFS.

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 FORMS PERTAINING TO COMPANIES ACT ,1956 WILL ATTRACT RS 100/= PER DAY AFTER 1ST JULY 2018.
In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether under the Companies Act,1956 (23AC,23ACA,23AC XBRL,23ACA XBRL,20B,21A) or the Companies Act, 2013 (MGT-7, AoC-4, AoC-4 XBRL and AoC-4 CFS) additional fee as per the applicable slab for the period of delay up to 30th June 2018 plus @Rs.100 per day w.e.f 1st July 2018 shall become payable. Stakeholders are advised to take note and plan accordingly.

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Thursday, May 3, 2018

NON-FILING OF LLP-11 (Annual Return) after 30th May 2018 will entail a penalty of Rs 100/= per day.



NON-FILING OF LLP-11 (Annual Return) after 30th May 2018 will entail a penalty of Rs 100/= per day.

.rvsekar fema , corporate law , insolvency law consultant 09848915177 rvsekar2007@gmail.com

What the Law Says ?

An LLP is required to file form LLP 11 (Annual Return) within sixty days of financial year ending. Since 31st March 2018 is the financial year end of all the LLPs , all the LLPs have to file the Form LLP-11 on or before 31st May 2018.

.rvsekar fema , corporate law , insolvency law consultant 09848915177 rvsekar2007@gmail.com


How Much Penalty is to be paid for non-compliance?

If form LLP-11 is not filed on or before 31st May 2018 , then a penalty of Rs 100/= per day is payable until the compliance is made in this regard. If delay continues , the amount of fine may be higher if form LLP-11 is not filed in time.
You are advised to file the Form LLP-11 on or before 31st March 2018 to avoid the penalty payment .

FAILURE TO APPOINT COMPANY SECRETARIES BY LISTED COMPANIES WILL ATTRACT A FINE OF RS 1000/= per day - SEBI


COST OF NON-COMPLIANCES FOR LISTED COMPANIES WILL BE HIGHER –SEBI

Non-compliance   with   certain   provisions   of the SEBI   (Listing Obligations  and  Disclosure  Requirements)  Regulations,  2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securities.

R V Seckar corporate , FEMA  , Insolvency law consultant


Details of Non-Reporting
Amount of Fine in Rupees
Non-compliance  with  requirement to   appoint   a   qualified   company secretary as the compliance officer`
₹ 1,000 per day
Non-compliance  with  requirement to appoint share transfer agent
₹ 1,000 per day
Failure to ensure  that  adequate steps   are   taken   for   expeditious redressal of investor complaints Non-submission  of  the statement on shareholder complaints within the  period prescribed under  this regulation or  under  any  circular issued  in  respect  of  redressal  of investor grievances
₹ 1,000 per day
Non-compliance with the requirements    pertaining    to    the composition of the Board including failure to appoint woman director
₹ 5,000 per day
Non-compliance with the constitution of audit committee
₹ 2,000 per day
Non-compliance with the constitution    of nomination and remuneration committee`
₹ 2,000 per day
Non-compliance with the constitution of stakeholder relationship committee
₹ 2,000 per day
Non-compliance with the constitution   of   risk   management committee
₹ 2,000 per day
Delay  in  furnishing  prior intimation about  the  meeting  of  the  board  of directors`
₹ 2,000 per day
Non-submission  of  the Corporate governance compliance    report within  the  period  provided  under this regulations
₹ 10,000 per instance of non-compliance per item 11.Regulation
Non-submission   of   shareholding pattern within the period prescribed
₹ 2,000 per day 
Non-submission     of     deviations/variations   in   utilization   of   issue proceeds
₹ 1,000 per day
Non-submission   of   the financial results within the period prescribed under this regulation
₹ 5,000 per day
Non-submission   of   the   Annual Report within the period prescribed under this regulation
₹ 2,000 per day
Non-submission of information regarding loss of share certificates and     issue     of the     duplicate certificates within     the     period prescribed under this regulation
₹ 1,000 per day
Delay  in/  non-disclosure  of record date/  dividend  declaration  or  non-compliance    with    ensuring    the prescribed  time  gap  between  two record dates/ book closure dates`
₹ 10,000 per instance of non-compliance
Non-submission    of    the voting results within  the  period  provided under this regulation
₹ 10,000 per instance of non-compliance
Regulation 46Non-compliance with norms pertaining to functional website Advisory/warning letter per instance of non-compliance per item`
₹ 10,000 per instance for every additional advisory/warning letter exceeding the four advisory/ warning letters in a financial year

R V Seckar corporate , FEMA  , Insolvency law consultant


For full details , please visit the following link