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CS-appointment regulations

Postby ladiapuja » Fri Dec 26, 2008 4:50 pm

New Delhi: Considering the shortage of company secretaries, the government is planning to relax rules for corporates on employing a full time company secretary but their apex body ICSI is opposing the move.
At present, companies with a paid-up capital of Rs2-crore are required to hire a full time company secretary. The government is planning to amend the Companies Act and raise the threshold limit on equity capital from Rs2-crore to Rs5-crore for employing a full time secretary.
Once the proposal is approved, companies with less than Rs5-crore paid-up capital need not employ a full time company secretary and instead they can hire one on temporary basis, an official in the know of the matter said.
The proposal is aimed at addressing the problem of shortage of company secretary in the country.
There are 31,705 companies with a paid-up capital of Rs2-crore plus, whereas there are only around 15,000 qualified company secretary, making it difficult for many companies to appoint a whole-time company secretary, the official said.
The government is planning to amend the Companies Act, 1956, which lays down the criterion for employing a whole-time company secretary, in this regard.
According to Section 383 (A) of the Companies Act, 1956, “every company having paid up capital of Rs2-crore shall have whole-time secretaries and where the Board of directors of any such company comprises only two directors, either of them shall be the secretary of the company”.
However, there is a huge gap between the availability of company secretary and their demand by companies. As per the officials, there are 19,582 qualified members of the Institute of Company Secretaries of India (ICSI), of which not even 50% are in employment.
The official said, “The companies above Rs5-crore threshold are only 15,000 so it would be prudent to fill the demand-supply mismatch like this.”
The move is going to benefit around 16,000 companies, as they are not required to employ a whole-time company secretary, which would save cost for them.
However, ICSI President opines differently. “We don’t want the limit to be enhanced right now. Large companies are properly governed, it is the small and medium size companies which need good governance,” ICSI President Keyoor Bakshi said.
“We will write to the government requesting them not to raise the limit right now. With the economic slowdown, it may not be a right time for such a decision,” Bakshi said.
He said as far as the shortage of company secretaries is concerned, the institute has seen an increase in the number of applications this year, with enrolment increasing by 50% this year. Over a period of two years, the gap will be filled, Bakshi said.
This year, 35,000 students enrolled for the course of company secretaries as a result of various awareness campaign organised by the institute. Also, the ICSI is planning to increase its office count from 70 to around 150, which will promote the course, Bakshi said.
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Re: CS-appointment regulations

Postby aseem.c » Fri Dec 26, 2008 5:18 pm

The MCA should not enhance paid up capital limit for Compulsory appointment of Company Secrteray ,rather it should exempt those company on case to case basis and also on the basis of reason explained . If these are convincing they should give exemption for a limited period with an option to engage a Practising Company Secretary till that time for proper compliance managment of Company Law . The MCA may also liberalise procedure for private limited company who are having paid up capital of Rs.2.00 Crore or more but not exceeding Rs.10.00 Crores as regards to appointment of company secretary but there should be a proper & regular monitoring mechanism and certification from Practising Company Secretary.
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Re: CS-appointment regulations

Postby cssubhasis » Sat Dec 27, 2008 10:51 am

Yes, this is not the right time to take the decision of extention of paid-up capital limit for appointment of full time company secretary. MCA may consider for pvt. ltd. cos. on case to case basis.

We know very well the practical situation of company secretary in case of employment.

Regards,

CS Subhasis Bosu
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Re: CS-appointment regulations

Postby genxguru » Sat Dec 27, 2008 7:39 pm

Dear All

I am really surprised on your concentration on capital limits as criteria for appointment of Company Secretary. I am of the opinion that every listed company and companies with Foreign Investment, to have good corporate governance, must appoint a Whole Time Company Secretary and all other companies must obtain Secretarial Audit Report like Audit Report for every financial year. For all practical purposes, even the listed company and companies with Foreign Investment must obtain Compliance Certificate.

This would increase scope in practice as well as employment.

Regards
Rama Krishna (genxguru)
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Re: CS-appointment regulations

Postby shahchigs123 » Mon Dec 29, 2008 11:53 am

Dear Members,
This is the right time to oppose any increase threshold limits of Company Secretaries. Why the hell should it happen to a noble profession like Company Secretary? in fact the government should consider to make the appointment of a qualified CS compulsary for any public or private company having a paid up capital of more than 1 crore.

Will the Chartered Accountants tolerate such a kind of move had it would have been resolved that no company needs to employ a qualified Chartered Accountant? They would have had raised a hue and cry over the entire thing. WHy should CS profession suffer? I feel that the ICSI President should look at this very seriously and vehemently oppose any increase in limits for CS. Remember a professonal alone can defend and protect his/her profession. If not we, who else will?
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Re: CS-appointment regulations

Postby nagasubramanya » Mon Dec 29, 2008 12:55 pm

Dear Friends,

We should all support and raise our voice through various forums regarding raise in paid up capital limit for appointing qualified company secretary, at the foremost we should analyse we have taken up the course and made our profession depending upon the merits of the profession, in such a scenerio if Government takes a decision to raise the limits, this will hit on each and every professional, even other wise many qualfied company secretaries are shouldering multivarious responsibilities in their respective organisations and providing excellent corporate governance and management service to business at large, apart from this as our ICSI president has expressed there is good number of candidates joining the course and our strength will outnumber the demand and I am sure our professional fraternity will render excellent support for the business as a whole and render excellent service.
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Re: CS-appointment regulations

Postby sourabhacs » Mon Dec 29, 2008 2:26 pm

Dear all,

Our CS profession is suffering since inception. Company Secretaries who are working either in PSU's or in very big corporates are few luckily selected persons which may be satisfied with their job, role & salary etc. Except those, mostly companies secretaries, irrespective of their age/experience or their profile, either they are in employment or in practice are suffering most due to lack of their weightage of position in the eyes of managment, government or in various authorities. Company Secretaries who are in employment in Medium & small Companies are not getting handsome salary. Everyone knows it either he/she disclose or not. Even our practice members has to make alliance with CA's firms for getting work from them. Being equipped with sound & professional knowledge, We are alreday not getting good amount as salary/fees for our services.

Government is taking care off only of CA profession not of CS profession. No body is prepare to listen about ICSI and their members. Government listen and do every possible thing for CA profession only. CS profession is alreday losing its charm & glory inspite of knowing that fact it is very hard core profession and legal statutory role.

I am here not making any comparision between CA and CS profession, but I protest the move of Government for raising the limit of appointment of whole time CS from Rs. 2 Cores to 5 Crores. It will adversly affect the prospective students and prospective employees. No one will join that kind of hard course, which will create a life time problem for ones.

The whole team of ICSI, either council members, Regional Members/Chapter members etc. should seriously take note of it and take a firm decision to opppose the said movement of the Govt. and make a full pressure on Govt. to withdraw the same.

ICSI should concentrate on this kind of issues rather than organizing more & more seminars on every week or on every month. ICSI team should meet to Prime Minister/or superior Govt. authorities so as to make them aware about the practical situation of CS Profession. And should demand more & more areas of practice or of work for CS.

If the Govt. raised that limit from 2 crores to 5 Crores, then perhaps I am rightly saying that it will be last the move to destroy the whole CS Profession with a planned way and for the present & future Company Secretaries either in job or in practice.

We should stand unitedly and covey the same message to more & more peoples who are associated with this profession and will suffer due to this unpleasant movement.

Please comment and raise the issue with ICSI and Govt.
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Re: CS-appointment regulations

Postby pcj_acs » Mon Dec 29, 2008 3:46 pm

It's very very disheartning to know the Govt. move which is surely not for the good of the CS profession. Yet those who are in favour of increasing the threshhold limit for Cs appointment as proposed by the Govt. are those who are either having another professional degree or are not serious to theri CS qualification. If the thresshhold limit is increased to Rs 5 crores, it is definitely going to destroy the future of CS profession. then better the Govt should wind up teh ICSI.

perhaps one good workable option could be that the Govt. Incresae the thresshold limits for Pvt. Companies but make compulsory appointment of CS for all public companies and companies having forign investment and based on turnover.
second option could be make Secretarial audit compulsory for all companies and the appointment of CS should be directly by the shareholders like in case of statutory auditors. in that case threshhold lmit may be increased from rs 2 crores to Rs 3 crores.


ICSI needs to realise that if these sorts of uncertainties keep on happening then number of students enrolling for CS course will come down. There are many other options, if this is the future of CS after spending 4-5 years in rigourous study.


Regards

P.c. Joshi

Regards

P.C. Joshi
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Re: CS-appointment regulations

Postby yogeshmanncs » Tue Dec 30, 2008 11:03 am

Dear all,

You are saying right , i think this is not aprpriate time to raise the limit from Rs. 2 crore to Rs.5 crore after all it if Goverment want to increase the limit then either secretarial audit should be mandatory or there should be limit on turnover.There should not be any excuse on appointmnet of Company Secretary and this limit should not on paid up capital while it should be on turn over. MCA should think about CS proffession and if they does not want to think then they should repeal the CS Act.
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Re: CS-appointment regulations

Postby prodyut_123 » Tue Dec 30, 2008 12:34 pm

OK. I agree with the members that the threshold limit should not be increased. But at the same time this is also true that there is a shortage of Company Secretaries in India and the gap has to be filled. As per me there should be the following provisions

1. The Law/ Rule should provide that

a) All public Limited Company having a paid capital of 2 crores or net worth of 5 crores in any of the last three years or turn over of 50 crores in any one of the last three financial year or a share holder base of more than 50 in any of the last three year shall appoint a full time Company Secretary.
b) All private Limited Company having a paid capital of 5 crores or net worth of 10 crores in any of the last three years or turn over of 100 crores in any one of the last three financial years shall appoint a full time Company Secretary.
c) All listed Company shall appoint a Full time Company Secretary.


How ever if any of the above mentioned company can not appoint full time Company Secretary due to shortage of supply of CS in the market or due to poor financial condition they have to seek specific permission from the ROC and to appoint one or more firm of Company Secretaries / Practicing Company Secretary on retainer ship basis who at the end of every financial year shall submit a Secretarial Audit Report to the Share holders of the Company which will form a part of the Annual Report.

Provided a Practicing Company Secretary can not take more than 10 retainer ship.

2. All others Companies not covered above and having a paid up capital of 5 lac or more shall obtain compliance Certificate from PCS.

This is the high time that the Institute should take initiative and pursue the MCA to incorporate such provisions in the law and we, the members have to pursue this matter to the Institute. I propose that the members of this group should make a formal representation and then send it to the institute on behalf of all the other members of this group. The representation shall invariably contain the name and membership number of the members of this group. The copy of that representation should also be forwarded to the MCA, Ministry of Law and Justice, Ministry of Finance, Reserve Bank of India and SEBI.

May I take this opportunity to request any member of this group to come out and prepare a draft of the formal representation and circulate the same for the other members view/ input.

Regards

Prodyut Banerjee
Company Secretary
DAMAS LLC
P.O. Box 1522, Dubai
U.A.E.,
Telephone (9714) 2015400/ (9714) 2015537(D)
Mobile: 050
Facsimile (9714) 2295195
E-mail: prodyutb@damasjewellery.com

DO ONLY ONE THING FOR HIM AND HE WILL DO EVERY THING FOR YOU
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Re: CS-appointment regulations

Postby kandukoori.chandrasekhar » Tue Dec 30, 2008 3:06 pm

Dear All
This is very surprising and shocking news to entire Compay Secretary family. Since its inception, govt is not making justice to all three professions but only concerned with CA's. I do not see any reason for that. In fact, ICWAI is the oldest professional body but they are not recogninzed. But at present in the era of globalisation, FBI regulations and FEMA regulations, and corporate governance, if the intent of government is to relax the norms for appointing to the full time companay secretary, who will comply without the cs in a Company. In absence of any qualified person in the dept, some person in the department will prepare sum report without complying the proper regulatios. Hence, govt cannot expect the proper compliances in the absence of the qualified company secretary in the organisation.

Rgarding the shortgae of company secrearies, already institute has taken the steps for increasing its members, hence, in due course strength will increase.

Govt is always using the lobby in drafting the companies bill also. Ex. In the entire companies bill 2008 rerence is given for notifying the threshold limits and making the rules, as rules are easy to amend and notify, depends upon the requirements. But unforyunately, secretarial standards no 1 & 2 only made as mandatory by mentioning the bill itself, insteaf of giving the power to notify in the rules. In means that except these 2 standards, other standards are not mandatory. We can make out the bias of the govt in drafting this section itself.

Hence, we should oppose strongly to the govt and should not allow the govt to enhance the threshold the limits.
[b]All the members in employment and practice are requested to send thier resistance to the institutue and govt to protect the our noble profession.[/b]
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Re: CS-appointment regulations

Postby cssubhasis » Tue Dec 30, 2008 4:24 pm

Dear Member,

We strongly believe that our respected President Mr. Bakshi will take very serious initiative to oppose the proposal of Government. To strenghten the profession and for the interest and benefit of all stake holders like Govt., Industries, publi at large it is necessary. We always be with you for any collective movement to the Govt.

Thanks & regards,

CS Subhasis Bosu
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Re: CS-appointment regulations

Postby ashish738 » Wed Dec 31, 2008 12:36 pm

My dear CS family members,
The proposed move by the MCA is although sad ,but at the same time we should also try to learn lesson from it. We should not be jealous or hostile towards CAs.Rather we should endeavour to become more competent by exploring less touched areas like taxation & finance apart from legal compliances which is also very important. We should prove that we are not only cost centres for the company. Until we won't change our own attitude ,we cannot command respect from our management ,govt. & society at large and such things will continue to happen in future. We should rather think to be appointed without Sec383A. That will be a real challenge and milestone to be achieved for us.With best wishes for the coming year may God bless all of us with good health, success and happiness.
...Warm Regards
Ashish Aggarwal
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ashish738@gmail.com
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Re: CS-appointment regulations

Postby sudhiranandskc » Wed Dec 31, 2008 4:03 pm

This move is just ridicilous and unacceptable. I have been time and again making it a point on this issue but the ICSI has not given any thought over these matters.

I do not agree with the capital criteria for appointment which is archaic. There are large companies in India with less than 2 crores of capital and having bank and institutional exposure of over 100 crores. These are large manufacturing companies with lots of complicated compliance issues to be addressed. The whole problem with our Institute is projecting ourselves as company law secretaries. Company Secretaries are not about company law and its related compliance alone. We are a wholesome compliance professionals. I plead even the practitioners. NO NO NOT AT ALL. Compliance is big issue. Let there be a full compliance certificate of all laws as applicable to a particular company and NOT THE PRESENT SCC which is too narrow. When I mean, I mean, compliance for a particular company operating within a particular industry for which the CS should be held responsible. Let the corporates not place the CS on the same pedestal as a functional manager like that of finance, HR, marketing etc. A CS must be much above that. If the CS appointed is inexperienced to handle the task, the LLP he represents would fill-in the gap and take the responsibility. Read on.......

I am the first to comment on the Corporate Secretary model as in the CW countries. With the advent of LLP's, let the LLP be appointed as CS and let ONLY A QUALIFIED CS of the LLP be nominated or designated as CS of any particular company. This would pave way for company secretaries who are not in full-time employment or in practice to associate and contribute to the firm of LLP as well be gainfully engaged as CS as well as work for the LLP in his capacity as an associate. I did also contribute an article on this sometime ago which members may please read.

Today the whole issue is about the correct statistics of the number of qualified company secretaries in the country.

I have been even suggesting a workable mechanism for the ICSI to track the count of company secretaries and centralise the placement function.

With the advent of MCA21, let there be a separate Form 32 in respect of appointment and resignation of CS's in the MCA portal by which the MCA as well as ICSI would come to know simultaneously the changes that take place in corporates from time to time. Today the whole issue is about lack of data as to who gets appointed in which company as CS and who resigns as a CS. This would in fact centralise the entire placement function of the ICSI eliminating in the process the HR placement firms who do not understand the profession head or tail and make a mockery of the profession, not to exclude our sister professionals. I really douubt if there are some quacks operating as CS's. I mean it considering the number of registered companies esp. with capital exceeding 2 crores, the no of listed companies. I really doubt if the RoC's shoot out notices for non-appointment.I also reserve my views on how the system is presently being manipluated to by-pass the requirement.

Comments invited please.

Regards,
Sudhir Anand
094440 42906
sudhiranandpcs@gmail.com
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Re: CS-appointment regulations

Postby JoydevSengupta » Wed Dec 31, 2008 4:06 pm

Dear Members,

We all are talking about the proposed move by the MCA about the change in requirement for appointing CS. However, I wonder whether we are aware of the proposed Companies Bill which does not have a section parallel to the current Section 383A. What will happen if the Bill is passed? (Let us not forget that even in these turbulent times the LLP bill has been passed.) Shall all of us loose our jobs? It can't be like that. As rightly said by our friend Ashish, we should endeavor to become more competent by exploring less touched areas.

To my mind, we should create our own brand equity in our own ways so that the management never thinks us as a burden / legal compulsion as they do today in most of the companies. By creating brand equity I mean that we should always thrive for quality and try to add value to the business. We should not see or project ourselves as a mere compliance-man. We should project ourselves as an important process owner in the value chain of the business who gives critical inputs in every major decision while taking care of the compliance. Then only we will be able to earn the confidence of the management. This is not going to be accomplished in a day or two. All of us need to work for this for some time before we get our due. Let us look to our MBA/ CA/ Lawyer friends who are not so privileged to be backed by a statutory requirement but they still have created their demand in the market just by delivering quality output and also finding various areas of specialization so that each can sustain, grow and get recognition. If they can do this then why can’t we? Our range of knowledge is no match for them but what we lack is enterprise and marketing ourselves in an appropriate manner.

I sincerely believe with more and more “Satyam” kind of things happening, our value as a professional will go on increasing where the stakeholders would see us as custodian of their property and stake and that would be opportune moment for us to take a place under the sun.

Wish you all a very happy new year 2009.

Regards,
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Re: CS-appointment regulations

Postby sudhiranandskc » Wed Dec 31, 2008 6:31 pm

Dear Joydev

The whole issue is the move to appoint CS only for companies with cap exceeding Rs. 5 crores. This is due to the notion or a myth I would call it that there isn't enough work for a full-time CS for companies with less than 2 crores cap. I totally fail to agree with the corporates that there isn't much to contribute. In fact the contribution is not tangible or felt in the real sense. A CS in fact would be contributing in much more ways than one, especially legal matters and they (corporates) just do not want to recognise his services due to simple fact that he is designated as CS. Just take a case of CS giving valid inputs to a consulting law firm on some agreement and the law firm submits its report. Does the company recognise the CS or the law firm? How will they come to know of the CS contributing to the the final report submitted by the law firm? Further, do they value the services of a CS for his contribution to the group entities (subsidiaries and associates) apart from the main company of which he is designated as CS? This capital criteria is stupid and should not be a condition.

If a CS has to brand himself and make his knowledge explicit, I feel the only solution would be to make his services flexible as compared to any other functional executive. May be certain changes would be needed to some legislations concerning his full-time status. So be it....

Just imagine a CS being part of a large LLP and nominated as CS for a particular company and also associating himself as an Associate handling other matters of the LLP. He could contribute a lot more than what he would do if he were CS for a small size company with less contribution expected out of him and remaining dissatisfied with a meager compensation.

Today the whole issue boils down to the compensation/remuneration factor of a CS for a small size company or to put it simply trade of between work vs compensation. They just cannot afford / do not want to have CS and pay him the salary of top executive.

Well, I have sufficiently covered in my previous blog. I mean there should not be a single day that a qualified CS is out of service or is not gainfully engaged. The present recession I am sure would affect many members and this suggestion would put to rest the confusion regarding appointment of a full-time CS.

Regards
Sudhir Anand
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Re: CS-appointment regulations

Postby ashish738 » Thu Jan 01, 2009 11:56 am

Dear Sudhirji & Joyji,
I think we should let the corp. mgmts decide whether they require a CS or not. If the company wants to be well managed then no matter what's it paid up capital it shall appoint CS. If we try to force ourselves unlike CA, MBA than it will be only a short term gain and long term loss. I doubt if we are not aware of malpractises like name-lending,etc.Are such things really good for us? We should not take protection of Sec.383A and then make our mockery .Pls try to come out of the tag of "COMPANY LAW SECRETARY" and face the challenge.I'm sure those of us who are really adding value to their organisations will not be much concerned or affected with this proposed amendment.
HAPPY NEW YEAR 2 ALL. May this year GOD bless us with prosperity and peace.
Ashish Aggarwal
...Warm Regards
Ashish Aggarwal
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ashish738@gmail.com
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Re: CS-appointment regulations

Postby JoydevSengupta » Thu Jan 01, 2009 12:28 pm

Dear Sudhir and Ashish,

I fully agree with Sudhir, that it there is a "false" notion that "there isn't enough work for a full-time CS for companies with less than 2 crore cap." In fact it is indeed sad that the managements across the country are united in this matter. As you rightly pointed out that though the legal inputs are given by the CS as in-house counsel the cream goes to the "branded" solicitor firm who charges hefty some for a opinion. It is very funny that the appointment criteria is based on paid up capital and not on any one or more of exposure, market cap, turnover, no. of manufacturing units / retail stores etc. which are like barometers of performance at the ground zero.

However, what I tried to emphasize is that if from tomorrow onwards there is no statutory recognition we should be skilled enough to make the management feel our importance. In fact protection may not be always good. Who knows, could be this protection is stopping us from gaining actual recognition! A case in hand is the Indian economy pre-1991 and post -1991!

Thanks and Regards,
Joydev Sengupta
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Re: CS-appointment regulations

Postby aseem.c » Thu Jan 01, 2009 4:11 pm

The move initiated by MCA for enahncement of threshold limit for compulsorily appointment of Company Secretary is too early . The relevant Section 383 A was come into being by Amendment Act,1974 and effective 1975. The amendment was carried out once in 1988 & another one in 2000. The need for section was very well discussed & decided by learned working group & parliamnet standing committe.So to say that small company has less compliances to obey is not right. The Present set of Companies Act is consisting of more than 650 Section ,it is on to Company Secretary to see its applicapability .The role of Company Secretary is very wide when we read the Act in a good & positive way.It would be wise in view of present economic condition which are in developing state to not thnk to raise limit . Neither a body ,Firm or LLP or organisation should be appointed as Company Secretary ,because whole concept of Company secretary should be vanished that way. Earlier it was intorduced in Section 383 ,which they have deleted a long time back.There should be a competent authority ,who should exempt provisions of Section 383 A on case to case basis.The brand image of Company Secretary has now established with the coming of Compalince certificate ,so thrust on other area need not to be given except corporate business law.
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Re: CS-appointment regulations

Postby sudhiranandskc » Fri Jan 02, 2009 1:46 am

Dear All,

First of all wishing you all a very happy and prosperous 2009. Thanks Joydeep for your views. May our profession and our fraternity rise to new heights in this year. Please do not forget, I am harping on the proposed move of the MCA to raise the threshold limit from 2 crores to 5 crores for compulsory appointment. To join the bandwagon of members against the move, I wish to submit here that all companies need to have Secretaries. I believe that I am proposing workable solutions in the Indian context. I earnestly wish the ICSI and its top honchos would consider my suggestion before the Co’s Bill is passed (if at all before the last session of parliament).

I reiterate the point regarding Corporate Secretaries – meaning LLP’s (Please do not forget the concept I mentioned earlier – that of an individual qualified CS representing the LLP).

To substantiate why this concept will work wonders, I submit a live example today of a leading s/w company which we all know where serious CG issues are being raised and in fact independent directors have resigned. I admit I am not aware of the facts of the issue and it is just my loud thinking which makes me write and that too for the betterment of our profession. Just consider these Q’s and analyse. Also imagine what if the company happens to be with a capital below 5 crores where such issues crop up. What if the company is unlisted but its capital is above 5 crores.

1. What if the agenda item was not circulated in advance to the independent directors OR was circulated just before the BM commenced to the independent directors.

2. What if the CS was advised by the promoter directors (PD), CEO or CFO not to send out the agenda item OR the PD, CEO or CFO knew of the agenda item and kept the CS in dark?

3. What if the item was brought forward as an “any other item” after the routine items are discussed? This happens when the item is pushed through due to paucity of time. I am writing this out of my sheer experience……

4. What if the CS did not have any say on this particular item at the BM or was not invited to share his views? Well, this particular observation of mine is very pertinent considering that CS’s at BM’s are hardly elicited to share their views. More so, if the Chairman and Board member happen to be leading lights from the Industry. This problem gets much more aggravated when the CS is young as compared to the board members and CFO where the CS is a mute spectator at the BM having to bother about the protocol issues before, between and after the meeting.

5. What if the CFO makes a point at the BM of which the CS is tight lipped and is unable to refute.

Considering that all this is true, there is something serious to be taken note of.

My point is, if an individual CS is unable to make his point, the LLP that he would represent would be able to impress these issues in a better manner to the Board (upon compulsory invitation when important issues are being discussed). I am sure many of our CS brethren would be encountering such situations but would be tight lipped. I am sure all of you would agree, we are Board Secretaries, it is just that we are in employed by the corporate. We talk of independence? Where do we stand in such situations? Why the Auditors alone can claim their independence and not the CS.

To sum up, to cure the malaise or rather to mention it in the legal sense “SUPRESS THE MISCHIEF, ADVANCE THE REMEDY”

My final suggestion would be as under:

A. For all companies with below 5 crores capital, probably an Inter Passed CS however with some experience and after undergoing management training attached to an LLP may be nominated as CS.

B. For Companies above 5 crores capital, ONLY a fully qualified CS whether or not associated with any LLPs may be nominated as CS. Better if the CS is attached to a LLP with adequate practice, whereby even if the services of the CS is considered not full time by the corporate engaging him, he can render services the LLP on other issues and thus be gainfully engaged. After all, as mentioned earlier, even though the individual is CS of one large company he renders services for other group companies too, which is not taken into account while deciding his remuneration.

The above would suitably address the issue regarding shortage as is felt now and also usher in an new era for the profession and good governance.

Regards,
Sudhir Anand
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Re: CS-appointment regulations

Postby p_singhdelhi » Fri Jan 02, 2009 12:28 pm

Dear Friends,

It's high time that we al should oppose this kind of move by the Govt. Rather Govt. should have consult the ICSI Institute before coming out with such increase in the limit for appointment of C.S.

Keeping in view the Legal position and the accountability and responsibility C.S. is entrusted by Company there post should be made mandatory for the Companies having paid - up capital of More than 1 crore.

After the introduction of the LLP i think it should be made mandatory for the big LLP's to have C.S. as in the case of Company's.

Thanks & Regards
Parvinder
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Re: CS-appointment regulations

Postby sourabhacs » Fri Jan 02, 2009 5:41 pm

Dear All,

Why don't we write a letter to the ICSI for the said situation expressing our views/opinion and simultaneously write a letter to all the council members/regional / chapter members etc. who had come to us for vote etc. at the time of NIRC Elections. It is the right time to judge their competence and their capability.It is the best time to contact them and to say them that Sir? Please take initiative personally as well as professionally.

If we miss this opportunity for raising our move against the said move, then our door will be closed for ever.

Regards

Sourabh Gupta
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Re: CS-appointment regulations

Postby prodyut_123 » Sun Jan 04, 2009 5:08 pm

HOW IS THE IDEA FOR COMPULSORY APPOINTMENT OF AUDITORS (STATUTORY AND TAX) ONLY FOR THE COMPANIES HAVING A PAID UP CAPITAL OF 5 CRORES OR MORE?
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Re: CS-appointment regulations

Postby pcj_acs » Sun Jan 04, 2009 10:32 pm

Govt. has never given CS its due.The present Govt appears to be acting highly biased manner for the reasons best known to the MCA .

The proposed limit may be discusssed if the Govt. makes the following changes :

1. Compulsory Secretarial audits for all the companies. What's the logic in companies having a wholetime CS need not to have secretarial audit. Then why do we have an independent audits/auditors certification where the companies have appointed in house CAs.

2. All certfication under the companies act/rules to be given by a practising Cs not by any other professionals including MCA form certification
3. Compliances under labour laws/FEMA/Listing agreement/SEBI guidelines by only practising CS
4. Tax audit/certification under Income tax to be opened for all professionals.

Regards

P.C. Joshi
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Re: CS-appointment regulations

Postby ulhas bhat » Mon Jan 05, 2009 10:12 am

Hi All,
Prodyut has rightly nailed it when he said it was advisable for companies having paid-up cap Rs.5 crore or more only to require statutory audit......
That's some tough talking for a change.
Our Institute is already doing excellent work in brand building and promoting the cause of our profession with at Appropriate Forums. I am sure this would not have escaped the attention of our Council Officebearers.
Regards,
CS Ulhas Sodankoor Bhat
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