Company Secretary Appointment Rules amended-5crores&above-Mandatory

More job opportunities for Company Secretaries in employment as it will be become mandatory & an enforceable provision (atleast now) OR more unemployment for Company Secretaries in employment & more opportunities for practice!!! These are all just views, the quality in Company Secretaries will always be banked upon, irrespective of any legislative amendments. We, Company Secretaries, lets keep rockin...

Amended & Applicable Provision from 15th March 2009:

Get Mandatory Compliance Certificate:

• if your share capital is between 10 lakhs & 2 crores;
• if your share capital is between 2 crores & 5 crores and you have not appointed whole time company secretary.

Mandatorily appoint a Whole Time Company Secretary:

• if your share capital is between 2 crores & 5 crores and you have not got the Compliance Certificate;
• if your share capital is above 5 crores.

And, NO special provisions for Companies having its registered office in a place with a population of less than one lakh as per 2001 census.

COMPANIES (APPOINTMENT AND QUALIFICATIONS OF SECRETARY) AMENDMENT RULES, 2009 - AMENDMENT IN RULE 3 NOTIFICATION NO. G.S.R. 11 (E), DATED 5-1-2009 In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of section 642 read with clause (45) of section 2 and section 383A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Appointment and Qualifications of Secretary) Rules, 1988, namely :— 1. (1) These rules may be called the Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009. (2) They shall come into force from the 15th day of March, 2009. 2. In the Companies (Appointment and Qualifications of Secretary) Rules, 1988, in rule 2, (i) in sub-rule (1) and in the proviso to sub-rule (4), for the words "rupees two crores" the following words shall be substituted, namely:— "five crore rupees"; (ii) in sub-rule (3), the second and third proviso shall be omitted; (iii) after sub-rule (3), the following sub-rule shall be inserted, namely:— "(3A) A company having a paid up share capital of two crore rupees or more but less than five crore rupees may appoint any individual who possesses the qualification of membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980), as a whole-time secretary to perform the duties of a secretary under the Companies Act, 1956: Provided that where a company has appointed under sub-rule (3) or this sub-rule, a whole-time company secretary, possessing the qualification of membership of the Institute of Company Secretaries of India, such a company is not required to obtain a certificate from a secretary in whole-time practice under rule 3 of the Companies (Compliance Certificate) Rules, 2001."

Source: http://www.taxmann.net/Datafolder/flash/flashbn0701_2.htm

Enjoy workin...Vj

FREE CS doubt clearance session for chennai CS students at Learn Labz

[CS free Intro Class]Time to win Prizes for CS exams & Understand CS course better

Yes,

Learn Labz celeberated its first batch of Company Secretary (ICSI) friends to face the exams in Chennai, this December 2008.

To cheer the other examinees at the exam centre, we conducted Learn Labz contests with a facility for CS students to enjoy classes @ Learn Labz with 10% discount and also a lucky draw with Gift worth up to Rs. 25,000/- and the SURPRISE is unlocked this 25th January 2009 at 4 PM with a free introductory sessions to new comers creating more awareness about CS course, CS training, TOP, et al. Do refer your friends.


Recession is for Markets, for Professionals its always to learn. The fun in learning starts when you experiment to excel.

Chennai CS students meet you right there at Learn Labz. Enjoy passin...Keep Studyin...

CS Contact Class for CS Foundation, Executive & Professional Students: At Learn Labz on 25th January 2009 at 4 PM
Learn Labz - 128, Veeraperumal Koil Street, Mylapore, Chennai. Catch Vijay on 93829 35598 for details.
Fees for knowledge - Its our passion & rendered free.
No Registration!!! Just walk-in to enjoy...
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Just 120 days to get emails for e-filing mistakes from RoC-15th February 2009 onwards, Companies Regulation 2008 says so

Your document may render "invalid" or "defective" and fresh filing with additional fees is the only option, so care for e-mails!!!

Companies Regulations, 1957

readwith

Companies (Amendment) Regulations, 2008

Erstwhile Regulation 17 (1) The Registrar shall examine, or cause to be examined, every document received in his office which is required or authorised by or under the Act to be registered, recorded or filed by or with the Registrar.

17(2) If any such document is found to be defective or incomplete in any respect, the Registrar shall give notice in writing to the company to rectify the defect or complete the document or to file a revised document complete in all respects, within 15 days from the date of such notice.

17(3) In case of failure on the part of the company to rectify the defect or to complete the document within 15 days after giving notice to the company, the document shall be registered, recorded or filed as the case may be, by the Registrar and the company shall be informed accordingly.

Now, the new amendment to replace the above mentioned regulation 17 is as under,

• This regulation comes into force from 15^th February 2009.
• The things filed with MCA through www.mca.gov.in for approval or registration or record or rectification shall be examined by RoC.
• The e-forms filed with MCA through www.mca.gov.in for information and filed under Straight Through Processing (STP) may be examined by RoC.
• RoC to call for information or asks for rectification of defects or incompleteness or to re-submit the things, if it finds necessary, only within 120 days from filing [excluding approval time taken by other authorities like CLB, CG] and intimate the same through website and last known e-mail or if not available, then to last known address or registered office of the company.
• RoC to wait for 30 days (15 days for shifting registered office from state to state) and if not received or not satisfied with the provided explanation or rectification, it can treat the thing as "invalid" ["defective" in cases of forms filed for information through STP] and intimate accordingly.
• The Company then has only option to make fresh filing with additional filing fee, as applicable to rectify the 'invalid/defective thing'.
• This regulation comes into force from 15^th February 2009 and RoC is given a time of 60 days and not more than 150 days from 15^th February 2009 to re-examine all things of company pending at RoC for more than 30 days from 15^th February 2009, by giving intimation as aforesaid.

You can access the regulations in http://www.mca.gov.in/MinistryWebsite/dca/notification/pdf/GSR888(E)_2jan2009.pdf

Now you can Track only Company Law Updates from by clicking http://feeds.feedburner.com/companylaw

So, now the RoC season will begin from 15^th February yet again!!! Make replies to prevent a fresh filing…

r u doing CS Executive/Professional Program & Professionals can enjoy classified updates now

Click & Read from below of whatsoever applicable to you. Say for instance, you are a CS Inter/Executive Student doing Module-II, you may have to click "CS Executive Securities Law" link or such other links, on the right hand side of http://yehseeyes.blogspot.com/, its like ready-referencer to the blog.

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Further, love to have more articles from you for everyone's benefit.

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Trezrrr every pulsss
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[ECB]corporates in service sector under automatic route&any all-in-cost ceiling, NBFCinfrastructure finance with approval

1. RBI has liberalized the ECB policy by dispensing with the requirement of all-in-cost ceilings on ECB until June 30, 2009. However eligible borrowers, proposing to avail of ECB beyond the permissible all-in-cost ceilings as mentioned below may approach the Reserve Bank under the Approval Route.

Ceilings under Automatic Route:

2. Development of integrated township [as in Press Note 3 (2002 Series) dated January 04, 2002] is now a permissible end-use of ECB unless reviewed in 30th June 2009. Integrated township includes housing, commercial premises, hotels, resorts, city and regional level urban infrastructure facilities such as roads and bridges, mass rapid transit systems and manufacture of building materials. Development of land and providing allied infrastructure forms an integrated part of township's development.

The minimum area to be developed should be 100 acres for which norms and standards are to be followed as per local bye-laws / rules. In the absence of such bye-laws/rules, a minimum of two thousand dwelling units for about ten thousand population will need to be developed.

3. ECB by Non-Banking Financial Companies (NBFCs) exclusively involved in financing of the infrastructure sector, to avail of ECBs from multilateral / regional financial institutions and Government owned development financial institutions for on-lending to the borrowers in the infrastructure sector under the Approval route.

The direct lending portfolio of the above lenders vis-à-vis their total ECB lending to NBFCs, at any point of time should not be less than 3:1. AD Category - I banks should obtain a certificate from the eligible lenders to this effect. This facility will be reviewed in June 2009.

4. Corporates in the Hotels, Hospitals and Software sectors to avail of ECB up to USD 100 million per financial year, under the Automatic Route, for foreign currency and / or Rupee capital expenditure for permissible end-use. The proceeds of the ECBs should not be used for acquisition of land. ECB by other entities in Hotels, Hospitals and Software sector continue to remain under Approval Route as earlier.

5. Necessary amendments to the Foreign Exchange Management (Borrowing or Lending in Foreign Exchange) Regulations, 2000 dated May 3, 2000 are being issued separately

Pl. find atached RBI/2008-09/343 A.P. (DIR Series) Circular No. 46 dated January 2, 2009 for details.

Click here for erstwhile ECB amendment.

[SEBI-MF]listing of mutual fund close ended schemes mandatory

Access @ http://www.sebi.gov.in/circulars/2008/imdcir122008.pdf

In order to further strengthen the framework for close ended schemes, it has been

decided that for all close ended schemes (except Equity Linked Savings Schemes) to be

launched on or after December 12, 2008:

1. The units shall be mandatorily listed. The provisions in the SEBI (Mutual Funds)

Regulations, 1996 regarding repurchase and re-issue and exemption from listing

of units of close ended scheme would be suitably amended in due course.

2. Listing fees shall be a permissible expense to be charged under Regulation

52(4).

3. Trustees shall ensure that before launch of the scheme the in-principle approval

for listing has been obtained from the stock exchange(s) and appropriate

disclosures are made in the Scheme Information Document.

4. NAV shall be computed and published on daily basis.

It has also been decided that a close ended debt scheme shall invest only in such

securities which mature on or before the date of the maturity of the scheme.

Schemes for which observations (final) under Regulation 29 of SEBI (Mutual Funds)

Regulations, 1996 have been issued but are yet to be launched would be required to

carry out the changes in Scheme Information Document and file the same with SEBI

before the launch.

This circular is issued in exercise of powers conferred under Section 11 (1) of the

Securities and Exchange Board of India Act, 1992, read with the provisions of

Regulation 77 of SEBI (Mutual Funds) Regulations, 1996, to protect the interests of

investors in securities and to promote the development of, and to regulate the securities

market.

ICSI members-Company Secretary/PCS, download logos for visiting card & office stationery

The Vice President of India unveiled the New LOGO of the Institute of Company Secretaries of India (ICSI) and the logo to be used by Company Secretaries. This new logo of the Institute of Company Secretaries of India (ICSI) stands for stability and integrity. The core of the new identity "Connecting for collective growth" is epitomized by four alphabets signifying a mature and multifaceted profession. The words CS in the centre of the identity integrate to form an upward arrow embodying the Institutes' Vision of growth and excellence in corporate governance. Set in a deep blue colour, the bold and elegant masthead lends it an air of authority and leadership. This corporate identity program has been designed with a view to creating a cohesive brand image for the profession of Company Secretaries.



Members can save this picture for use in their Stationeries...Right click the logo below and click "Save Picture As". Now, you can see CS logos everywhere, even we will be part of quiz contests and what now. Do comment your views on the new logo. Its now, up to us to popularise the same, so that every individual recognise CS as a professional for Corporate Legal Areas.



Enjoy CS...

certification-foreign nationals company in India & Co incorporated outside commonwealth-apostillised as per Hague Convention

Rule 16 of Companies (Central Government's) General Rules and Forms, 1956 readwith Section 592(1)(a) - Certification of document of Foreign Companies. -

The amendment

If the company be incorporated in a country outside the Commonwealth or [in common wealth], then the copy of things defining constitution of the company shall be certified-

(a) by an official of the Government to whose custody the original is committed ; or

(b) a Notary (Public) of such country or [of that common wealth]; or

(c) by an officer of the company [on oath before a person having authority to administer an oath in that part of the Commonwealth].

If the company be incorporated in a country outside the Commonwealth but a party to the Hague Apostille Convention, 1961, then,

(a) the copy of things defining constitution of the company shall be certified by an official of the Government to whose custody the original is committed and apostillised in accordance with the Hague convention;

(b) the list of directors and secretary, if any of the company, name and address of person resident in India authorised to accept notice on company's behalf, be notarised and apostillised in the country of origin in accordance with the Hague convention;

In case of foreign nationals residing outside India in countries which are signatory to Hague Convention and seeking to register a company in India, shall get it certified the name and address & all such things, before the notary of the country of origin and be duly apostillised in accordance with the Hague convention.

[SEBI intermediaries]Money Laundering Master Circular dec 2008

SEBI Master Circular on Anti Money Laundering (AML and Combating Financing of Terrorism (CFT)- Obligations of Intermediaries under Prevention of Money Laundering Act, 2002 and Rules Framed there-under

As per the provisions of the Prevention of Money Laundering Act, every banking company, financial institution (which includes chit fund company, a co-operative bank, a housing finance institution and a non-banking financial company) and intermediary (which includes a stock-broker, sub-broker, share transfer agent, banker to an issue, trustee to a trust deed, registrar to an issue, merchant banker, underwriter, portfolio manager, investment adviser and any other intermediary associated with securities market and registered under section 12 of the Securities and Exchange Board of India Act, 1992) shall have to maintain a record of all the transactions; the nature and value of which has been prescribed in the Rules notified under the PMLA. Such transactions include :

Ø All cash transactions of the value of more than Rs 10 lakhs or its equivalent in foreign currency.

Ø All series of cash transactions integrally connected to each other which have been valued below Rs 10 lakhs or its equivalent in foreign currency where such series of transactions take place within one calendar month.

Ø All suspicious transactions whether or not made in cash.

The Guidelines laid down the minimum requirements and it was emphasised that the intermediaries may, according to their requirements, specify additional disclosures to be made by clients to address concerns of Money Laundering and suspicious transactions undertaken by clients. All intermediaries were also advised to ensure that a proper policy framework as per the Guidelines on anti-money laundering measures is put into place and to designate an officer as 'Principal Officer' who would be responsible for ensuring compliance of the provisions of the PMLA. Names, designation and addresses (including e-mail addresses) of 'Principal Officer' shall also be intimated to the Office of the Director-FIU, 6th Floor, Hotel Samrat, Chanakyapuri, New Delhi -110021, India on an immediate basis.

This Master circular consolidates all the requirements/obligations issued with regard to AML/CFT till December 15, 2008. This Circular is being issued to all the intermediaries as specified at para above. The circular shall also apply to their branches and subsidiaries located abroad, especially, in countries which do not or insufficiently apply the Financial Action Task Force (FATF) Recommendations, to the extent local laws and regulations permit. When local applicable laws and regulations prohibit implementation of these requirements, the same should be brought to the notice of SEBI. In case there is a variance in Know Your Customer / Anti-Money Laundering [KYC/AML] standards prescribed by SEBI and the regulators of the host country, branches/overseas subsidiaries of intermediaries are required to adopt the more stringent requirements of the two.

It has the following parts,

PART -I OVER VIEW

1 Introduction

2 Background

3 Policies and Procedures to Combat Money Laundering and Terrorist financing

3.1 Guiding Principles

3.2 Obligations to establish policies and procedures

PART -II DETAILED OBLIGATIONS

4 Written Anti Money Laundering Procedures

5 Customer Due Diligence

5.1 Elements of Customer Due Diligence

5.2 Policy for acceptance of clients

5.3 Risk Based Approach

5.4 Clients of special category (CSC)

5.5 Client identification procedure

6 Record Keeping

7 Information to be maintained

8 Retention of Records

9 Monitoring of transactions

10 Suspicious Transaction Monitoring & Reporting

11 Reports to Financial Intelligence Unit- India

12 Designation of an officer for reporting of suspicious transaction

13 Employees' Hiring/Training and Investor Education

14 List of Key Circulars/Guidelines issued having a bearing on AML/CFT framework

15 Annexure- List of various Reports and their formats

The detailed master circular is available in http://www.sebi.gov.in/Index.jsp?contentDisp=Section&sec_id=1

[EPF-international workers]43A-Provident Fund applicability mandatory on EXPATRIATES

PF and EPF scheme for International Workers

Para 83 has been inserted in EPF Scheme w.e.f. 1-10-2008 to make provisions for provident fund to international worker.

International worker is (a) an Indian employee who has worked or is going to work in a foreign country with which India has entered into a social security agreement and when the employee is eligible to avail social security programme of that country (b) an employee other than Indian employee, working for an establishment in India to which the EPF Act applies. International worker working in India shall be required to become member of Employees Provident Fund. However, such contribution is not required if he is ¡excluded employee. Excluded employee¢ means an international worker who is contributing to social security programme of his/her country of origin, with whom India has entered into a social security agreement on reciprocity basis, and the employee is enjoying status of ¡detached¢ worker as per agreement with other country. The Indian employer is required to submit details of ¡international worker¢ employed by him and also submit periodic returns. Para 43A of EPF Scheme (inserted w.e.f. 1-10-2008) makes provision for pension to international workers, as defined in para 83 of the EPF scheme. The scheme applies to member covered by international social security agreement. The scheme makes provisions for calculating pensionable service and pensionable salary of such employees.

The salient features of the Amendment by Mr. Gokul, Trivandrum

1) The employees qualifying as 'international workers' will contribute to the EPF schemes and the employers would also be required to make an equal contribution.

2) The employees likely to be affected or benefited would include expatriates (foreign citizens) working in India and even Indian employees deputed to work abroad. With the employer picking up their share of the contributions also, the expatriate assignment costs are going to increase even further.
3) The notification exempts international workers from those countries with which India has signed Social Security Agreements, commonly known as Totalisation Agreements, and who have been contributing to their home country social security schemes. India has currently finalised totalisation agreements with Belgium, France and Germany . The entire objective of such agreements is to ensure a level playing-field for mobile assignees. These agreements aim to protect the interests of Indian professionals by securing exemption from social security contributions in case of certain short-term assignments in the host country.
4) In essence, there is no impact of the amendment on the employees of the establishment who are working in the foreign countries with whom India has not signed SSA. Such employees will continue to contribute to the Social Security Schemes of the country in which they are posted but may not get any benefit out of such contribution.
5) The Indian employees on short term international assignments (period specified in each agreement), who are contributing to Indian PF scheme, would not be required to contribute to the social security schemes in the respective host countries.

Provisions Employer needs to comply with,

1) To send to the Provident Fund Commissioner, within 15 days of the commencement of the scheme (1.11.2008), a consolidated return in such form as the Commissioner may specify of the International worker indicating clearly nationality of each and every international worker required or entitled to become member of the fund showing the basic wage, retaining allowance, if any and Dearness Allowance irrespective of wage/salary ceiling including the cash value of any food concession paid to each of such international workers. However, if there is no international worker who is required or entitled to become a member of the fund, the employer shall send "Nil' Returns.
2) To send to the Commissioner, within 15 days of close of each month, a return of the International workers qualifying to become members of the fund for the first time during the preceding month.

ICSI-company secretary exam june 2009 executive/professional program-daily/crash batches-modules/papers

Yes,

Glad to announce - CS - Executive & Professional Program - All Module - All Papers - Daily & Crash Courses at Learn Labz from February 2009 onwards.

Learning is Fun ! Know it through Learn Labz...Xperiment, Xcel!

So, ready to have fun. The following are the eligibility criteria,

1. you should be a student of CS Executive Program or

2. you should be a student of CS Professional Program.

Provided that, you shall have the time to have fun during morning's & evening's for Regular batches whereas its full Saturday's or Sunday's for Crash or Fast Track revision Courz.

Click for Time Table for CS Executive Program aka Inter

Click for Time Table for CS Professional Program aka Final

Enjoy passin...

Find ICSI/Company Secretary December 2008 Exam Hall Ticket/Admit Card Online

Yes,

Hope you would have got your Hall Ticket for December 2008 exam to enjoy it with a bang!

For those, who have not got the same, not to panic! there is a very easy way to download, which is valid for Exams too from ICSI site itself. Just you have to know your ICSI registration number. (Enter Either Registration number or Roll Number) 17 Digit Registration No (Third character is Zero and not "O") and you will get your Admit Card Extract.

So, don't worry, just prepare well for exams and you will win.

Click here to download ICSI December 2008 hall ticket

For more details, click here

Also you can enter your ICSI registration number to find your Roll No here. It will be there in the Enrollment status link of the page which appears after entering the Registration Number.

All the Best ! Enjoy Passin...Vj