Vol. XXX • No. 17 • JULY-AUG-SEPT 2014
The Companies Act, 2013 (hereinafter called the Act) has created various kinds of companies such as Small companies, dormat companies, one person companies, private companies and public companies. Further all these companies have been divided these into various categories of companies for compliances. These categories are based on number of shareholders, economic participation (net worth, paid up share capital, turnover), listing on stock exchange, liability of members (share capital, share capital and / or guarantee), inter-se company relation such as holding and subsidiary, object clause (commercial or for charitable objects etc.) and public borrowings. The compliances have got split into more than 30 categories since the legislatures have not divided the company into four or five broad categories.
This has made the Act quite complicated from compliance point of view. This paper aims to discuss these classifications broadly for the benefit of the professionals. This paper is based on sections that are in force as on. I have divided my paper into the following sequence which are discussed later from compliance point of view.
A: COMMON COMPLIANCES FOR ALL TYPES OF COMPANIES:
1. Definitions;
These are covered under Section 2 of the Act. For further explanations and coverage of definitions, please refer to Companies (Specification of definitions details) Rules, 2014. It is interesting to note that all the rules that have come into force have further definitions mentioned in Rule 2. There are already 95 definitions in the Act and the definitions mentioned in the rules make it multiplied by 2. A CS must keep in mind the definitions so that there is no mis-interpretations of the Act, Rules or notifications thereof.
2. Incorporation of Companies;
Chapter II of the Act deals with the incorporation of Companies. One has to refer to the Companies (Incorporation) Rules, 2014 for compliance purposes. Different forms have been provided for incorporation different types of Companies but by and large documents to be attached are similar in nature.
1. Alteration to the Memorandum of Association;
Chapter II of the Act deals with alteration to the MoA. One has to refer to the Companies (Incorporation) Rules, 2014 for compliance purposes.
I take this opportunity to compliment the Chairmen of various committees for showing sheer dedication and request them to maintain the same energy for better results.
2. Alteration to the Articles of Association;
Chapter II of the Act deals with alteration to the AoA. One has to refer to the Companies (Incorporation) Rules, 2014 for compliance purposes.
3. Conversion of company from one class to the other;
Section 18 in Chapter II of the Act deals with conversion of company from one class to the other. One has to refer to the Companies (Incorporation) Rules, 2014 for compliance purposes. Company can be converted from OPC to Private/Public Ltd. or a Private Ltd. can convert itself into Public Company vise-versa.
4. Inter-corporate investments and loans:
Section 186(1) relating to inter-corporate investments and loans provides that without prejudice to the provisions contained in this Act, a company shall unless otherwise prescribed, make investment through not more than two layers of investment companies: However section 186(11) provides that nothing contained in this section, except sub-section (1), shall apply to a loan made, guarantee given or security provided by a banking company or an insurance company or a housing finance company in the ordinary course of its business or a company engaged in the business of financing of companies or of providing infrastructural facilities;
Section 186 is applicable from 1.4.2014. All transactions entered into upto 31.3.2014 will be covered by corresponding Section 372A of Companies Act 1956.
5. To have a common seal:
Section 22 provides that a company may, by writing under its common seal, authorise any person, either generally or in respect of any specified matters, as its attorney to execute other deeds on its behalf on any place either in India or Abroad.
Article 79 of Table F in schedule 1 of the Act states that the board shall provide for the safe custody of the seal.
6. To disclose CIN etc.:
Under section 12(3), every company shall paint or affix its name, and the address of its registered office outside of ever office or place where business is carried on in a local language and have its name engraved in the common seal and also get its name, address of the registered office and CIN with telephone number, fax number, if any, email and website addresses, if any printed on all its notices and other official publications.
7. Obligation to indicate DIN:
Under Section 158 every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention Director Identification Number in such return, information or particulars in case such return, information or particulars relate to the director or contain any reference of any director. Under proviso to Rule 7 of companies (Registration Offices and Fees) Rules,2014 it is obligatory that the correspondence shall contain name, designation, address, membership number or DIN as the case may be of the person signing documents.
8. Filing of Annual Return:
Section 92 provides that every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year. For the year ending 31st March, 2014 the return will be prepared in the new format and the same is very lengthy and cumbersome.
A company has to file within 60 days of AGM and in case if no AGM is held within 60 days from which the AGM was suppose to be held with the reasons when AGM could not be held.
9. Filing of Annual Accounts:
Section 137 provides that a copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting. For the year ending 31st March, 2014 the accounts can be prepared in the old format.
A company has to file within 30 days of AGM and in case if AGM is adjourned than within 30 days from the date of such adjournment.
10. Punishment where no specific penalty or punishment is provided
Section 450 provides that if a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be punishable with fine which may extend to ten thousand rupees, and where the contravention is continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the contravention continues.
11. Punishment in case of repeated default.
Section 451 provides that if a company or an officer of a company commits an offence punishable either with fine or with imprisonment and where the same offence is committed for the second or subsequent occasions within a period of three years, then, that company and every officer thereof who is in default shall be punishable with twice the amount of fine for such offence in addition to any imprisonment provided for that offence.
12. Punishment for wrongful withholding of property.
Section 452 provides that –
(1) If any officer or employee of a company —
(a) wrongfully obtains possession of any property, including cash of the company; or
(b) having any such property including cash in his possession, wrongfully withholds it or knowingly applies it for the purposes other than those expressed or directed in the articles and authorised by this Act,
he shall, on the complaint of the company or of any member or creditor or contributory thereof, be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.
(2) The Court trying an offence under sub-section (1) may also order such officer or employee to deliver up or refund, within a time to be fixed by it, any such property or cash wrongfully obtained or wrongfully withheld or knowingly misapplied, the benefits that have been derived from such property or cash or in default, to undergo imprisonment for a term which may extend to two years.
13. Punishment for improper use of "Limited" or "Private Limited".
Section 453 provides that if any person or persons trade or carry on business under any name or title, of which the word "Limited" or the words "Private Limited" or any contraction or imitation thereof is or are the last word or words, that person or each of those persons shall, unless duly incorporated with limited liability, or unless duly incorporated as a private company with limited liability, as the case may be, punishable with fine which shall not be less than five hundred rupees but may extend to two thousand rupees for every day for which that name or title has been used.
B: COMMON COMPLIANCES BY ALL PUBLIC COMPANIES:
Public offer of Securities:
Section 23 in Chapter III of the Act deals with the public offer of securities by public companies. The applicable rules are contained in Companies (Prospectus and Allotment of Securities) Rules, 2014.
Quorum
Section 103(1)(a)(i) provides that unless the articles of the company provide for a larger number, a public company shall have five members personally present if the number of members as on the date of meeting is not more than one thousand
Section 103(1)(a)(ii) provides that unless the articles of the company provide for a larger number, a public company shall have fifteen members personally present if the number of members as on the date of meeting is more than one thousand
Section 103(1)(a)(iii) provides that unless the articles of the company provide for a larger number, a public company shall have thirty members personally present if the number of members as on the date of the meeting exceeds five thousand.
C: CATEGORISATION BASED ON NUMBER OF PERSONS INVOLVED.
1. Minimum and Maximum Number of members restricted to 1.
One Person Company – popularly known as OPC. Section 2(62) defines OPC means a Company which has only one person as a member. OPC has a restriction on its share capital and turnover. Section (3) read with Rule 6(1) of the Companies (Incorporation) Rules, 2014 provides - Where the paid up share capital of One Person Company exceeds Rs.50 lakh rupees or its average annual turnover during the relevant period exceed Rs.2.00 crores, it shall cease to be entitled to continue as a One Person Company. OPC can get itself converted into a private or public company after increasing the minimum number of members and directors.
Some other features incidental to OPC.
a) Filing of cash flow statement
Section 2(40) provides that an OPC is not required to give cash Flow Statement
b) Signing of annual return: Proviso to Section 92(1) provides that in relation to One Person Company and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.
c) Non applicability of certain sections of the Act. Section 122 provides that the provisions of section 98 (meeting by tribunal) and sections 100 to 111 (both inclusive) shall not apply to a One Person Company.
d) Exemption from holding meetings of board in certain cases: Section 122(4) provides that notwithstanding anything in this Act, where there is only one director on the Board of Director of a One Person Company, any business which is required to be transacted at the meeting of the Board of Directors of a company, it shall be sufficient if, in case of such One Person Company, the resolution by such director is entered in the minutes book required to be maintained under section 118 and signed and dated by such director and such date shall be deemed to be the date of the meeting of the Board of Directors for all the purposes under this Act.
e) Special condition with regard to filing of annual accounts: Section 137 provides that a One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty days from the closure of the financial
f) Exemption from interval between two meetings: Section 173(5) provides that a One Person Company shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days
2. Number of members restricted between 2 to 200.
Private Company; Section 3(1)(b) requires minimum two persons to incorporate a private company and the maximum number of members is restricted to 200.
Quorum
Section 103(1)(b) provides that a private company, two members personally present, shall be the quorum for a meeting of the company.
3. Minimum number of members restricted to 7.
Public Company; Section 3(1)(a) requires minimum seven persons to incorporate a public company. There is no limit on the maximum number of members.
4. All public companies having more than 1000 shareholders.
Under Section 178(1) of the Act, the Board of Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one half shall be independent directors:
Section 178(5) of the Act further provides that the Board of Directors of a company which consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non-executive director and such other members as may be decided by the Board. There is a small confusion for which clarification is required. The sub-section by a logical interpretation means a listed company having more than 1000 members but the wording used is ‘every company’.
Under Section 120 read with Rule 27 of the Companies (Management and Administration) Rules, 2014 every company having not less than one thousand shareholders, debenture holders and other security holders, shall maintain its records, as required to be maintained under the Act or rules made there under, in electronic form.
Explanation.- For the purposes of this sub-rule, it is hereby clarified that in case of existing companies, data shall be converted from physical mode to electronic mode within six months from the date of notification of provisions of section 120 of the Act.
Section 108 read with Rule 20 of Companies (Management & Administration) Rules, 2014 provides that every company having not less than one thousand shareholders shall provide to its members facility to exercise their right to vote at general meetings by electronic means.
1. Company Limited by shares; [Section 3(2)(a)]
2. Company Limited by guarantee; [Section 3(2)(b)]
3. Company unlimited; [Section 3(2)(c)]
To the best of our knowledge there is not even a single Company with unlimited liability incorporated in India even since British period. It is not understood why such companies find place in the Act. A single section could have been put that ventures with unlimited liability will be treated as association of person.
1. Companies with charitable objects, etc. Section 8 permits incorporation of such companies popularly known as non-profit making companies engaged in promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any other such object. The companies under this category have to apply all their income in promotion of the object and prohibits the payment of dividend to members.
1. Holding companies.
2. Subsidiary companies.
3. Associate companies
A: All Listed Companies
1. Definition Listed companies. Section 2(52) of the Act defines “Listed company” means a company which has any of its securities listed on any recognised stock exchange;
2. Signing of Annual Return: Section 92 read with Rule 11(2) Companies (Management & Administration) Rules, 2014 provides that annual return of listed company is required to be certified by a company secretary in practice.
3. Disclosure with regard to manner of evaluation of performance manner: Section 134 read with Rule 8(4) of Companies (Accounts) Rule, 2014 provides that every listed company and every other public company having a paid up share capital of twenty five crore rupees or more calculated at the end of the preceding financial year shall include, in the report by its Board of directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.
4. Right of members to vote at general meetings by electronic means: Section 108 read with Rule 20 of Companies (Management & Administration) Rules, 2014 provides that every listed company shall provide to its members facility to exercise their right to vote at general meetings by electronic means.
5. Provision with regard to Independent Directors: Section 149(4) provides that every listed public company shall have at least one-third of the total number of directors as independent directors. I do not know why the word public is appearing in the section when there can’t be any class of company to go for listing.
6. Provision with regard to Woman Director: Section 149 (1) read with Rule 3 of Companies (Appointment & Qualification of Directors) Rule, 2014 provides that every listed Company shall appoint atleast one Woman director on the Board.
7. Compliance with regard to change in shareholding by 2% of Promoters and top ten shareholders.
Section 93 read with Rule 13 of Companies (Management and Administration Rules), 2014, provides that every listed company shall file with the Registrar, a return in Form No. MGT.10 along with the fee with respect to changes relating to either increase or decrease of two percent, or more in the shareholding position of promoters and top ten shareholders of the company in each case, either value or volume of the shares, within fifteen days of such change.
Explanation.- For the purpose of this sub-rule, the “change” means increase or decrease by two percent or more in the shareholding of each of the promoters and each of the top ten shareholders of the company.
8. Report on compliance relating to Annual General Meeting. Section 121 read with rule 31 of the Companies (Management and Administration) rules, 2014 every listed public company shall prepare in the prescribed manner a report on each annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted as per the provisions of this Act and the rules made there under and the company shall file with the Registrar in form no. MGT-15 within thirty days of the conclusion of the annual general meeting
9. Appointment of Independent Auditors Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014 every listed company shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company.
10. Filing of Secretarial Audit Report Section 204 read with Rule9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 every listed company shall annex with its Board's report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in form MR3.
11. Establishment of vigil mechanism Section 177(10) read with Rule 7 of Companies (Meetings of Board and its powers) Rules, 2014 every listed company shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances-
12. Constitution of Audit Committee Section 177 read with Rule 6 of Companies (Meetings of Board and its powers) the Board of directors of every listed companies shall constitute an Audit Committee.
13. Constitution of Nomination and Remuneration Committee Section 178 (1) provides that the Board of directors of every listed companies shall constitute an a Nomination and Remuneration Committee of the Board.
B: Listed Companies with a paid-up capital of Rs.5.00 crore or more
Appointment of CS as KMP
In a clarification to Section 203 read with Rule 8 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 every listed company having a paid up share capital of Rs.5.00 crores or more shall appoint CS as whole-time key managerial personnel.
C: Listed Companies with a paid-up capital of Rs.10.00 crore or more
Appointment of KMP
Section 203 read with Rule 8 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 every listed company having a paid up share capital of Rs.10.00 crores or more shall have whole-time key managerial personnel other than CS for which the limit is paid-up capital of Rs.5.00 crore
H: COMPANIES BASED ON THEIR ECONOMIC PARTICIPATION:
A. NET WORTH CRITERIA
All companies having net worth of Rs.500.00 crores.
Section 135 read with Rule Companies (Corporate Social Responsibility Policy) Rules, 2014 every company having net worth of rupees five hundred crores or more, shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director
B. PAID-UP CAPITAL CRITERIA.
1. Companies having paid up share capital of 50.00 lacs or less
Small companies
Section 2(85) provides that a small companies are those having paid up share capital not exceeding Rs.50.00 lacs or a higher amount as prescribed by Central Government
2. Public company having paid up share capital of Rs.10.00 crores or more.
Signing of Annual Return:
Section 92 read with Rule 11(2) Companies (Management & Administration) Rules, 2014, annual return of a company having paid up share capital of Rs.10 crores or more is required to be certified by a company secretary in practice.
Section 149 read with Rule 4 of Companies (Appointment & Qualification of Directors) Rule, 2014 provides that Public Companies having paid up share capital of ten crore rupees or more shall have at least two directors as independent directors
Section 203 read with Rule 8 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 every listed company having a paid up share capital of Rs.10.00 crores or more shall have whole-time key managerial personnel
Section 178 (1) read with Rule 6 of Companies (Meeting of Board and its Powers) Rule, 2014 provides that the Board of directors of all public companies with a paid up capital of ten crore rupees or more shall constitute a Nomination and Remuneration Committee of the Board.
3. All Public companies having net paid up share capital of Rs.50.00 crores or more
Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014 every public company having a paid up share capital of Rs.50.00 crores or more shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company.
Section 204 read with Rule9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 every public company having paid up share capital of Rs.50.00 crores or more shall annex with its Board's report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in form MR-3.
4. All companies having paid up share capital of Rs.100.00 crores or more.
5. Private companies having paid up capital of Rs.20.00 crore or more.
6. Public companies having a paid up capital of Rs.25.00 crore or more.
Section 134 read with Rule 8(4) of Companies (Accounts) Rule, 2014 provides that every public company having a paid up share capital of twenty five crore rupees or more calculated at the end of the preceding financial year shall include, in the report by its Board of directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.
C. TURNOVER CRITERIA
1. Company having no turnover
a. Section 455(1) provide that a Company having future projects, assets, intellectual property but doesn’t have any significant accounting transactions can obtain a status of Dormant company by an application to ROC.
b. Section 173(5) provides that a Dormant Company shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days:
2. Public company having turnover upto Rs.2.00 crores.
Section 2(85)(ii) defines that small companies are those having turnover not exceeding of Rs.2.00 crores or a higher amount not exceeding Rs.20.00 crore as prescribed by Central Government. The CG has not increased the amount from Rs.2.00 crore so far.
3. Public company having turnover of Rs.50.00 crores or more.
Signing of Annual Return:
Section 92 read with Rule 11(2) Companies (Management & Administration) Rules, 2014, annual return of a Company having turnover of RS.50 crores or more is required to be certified by a company secretary in practice.
4. Public company having turnover of Rs.100.00 crores or more.
Section 149 read with Rule 4 of Companies (Appointment & Qualification of Directors) Rule, 2014 provides that Public Companies having turnover of one hundred crore rupees or more shall have at least two directors as independent directors.
Section 149 (1) read with Rule 3 of Companies (Appointment & Qualification of Directors) Rule, 2014 provides that every Public Company having paid up share capital of Rs.100.00 crore or more shall appoint atleast one Woman director on the Board.
Section 178 (1) read with Rule 6 of Companies (Meeting of Board and its Powers) Rule, 2014 provides that the Board of directors of all public companies having turnover of one hundred crore rupees or more; shall constitute a Nomination and Remuneration Committee of the Board
5. All companies having a turnover of Rs.1000.00 crores.
Section 135 read with Rule Companies (Corporate Social Responsibility Policy) Rules, 2014 every company having turnover of rupees one thousand crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.
6. Public companies having a turnover of Rs.300.00 crores or more
Section 149 (1) read with Rule 3 of Companies (Appointment & Qualification of Directors) Rule, 2014 provides that every Public Company having turnover of Rs.300.00 crore or more shall appoint atleast one Woman director on the Board.
7. Public companies having a turnover of Rs.200.00 crores.
Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014 every Public company having a turnover of Rs.200.00 crores or more shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company.
Section 204 read with Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 every public company having turnover of 200.00 crores or more shall annex with its Board's report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in form MR-3.
8. Private companies having a turnover of Rs.200.00 crores.
Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014 every Private companies having a turnover of Rs.200.00 crores or more shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company
9. All companies having a turnover of Rs.250.00 crores.
D. NET PROFIT CRITERIA
All companies having a net profit of Rs.5.00 crores. Section 135 read with Rule Companies (Corporate Social Responsibility Policy) Rules, 2014 every company having a net profit of rupees five crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director
E. BORROWING / DEPOSIT CRITERIA
1. Public company having, in aggregate outstanding loans, debentures and deposits exceeding Rs.50.00 crores or more.
Section 149 read with Rule 4 of Companies (Appointment & Qualification of Directors) Rule, 2014 provides that Public Companies which have in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees shall have at least two directors as independent directors.
Section 177(10) read with Rule 7 of Companies (Meetings of Board and its powers) Rules, 2014 every company having, in aggregate outstanding loans, debentures and deposits exceeding Rs.50.00 crores or more shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances
Section 178 (1) read with Rule 6 of Companies (Meeting of Board and its Powers) Rule, 2014 provides that the Board of directors of all all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more; shall constitute a Nomination and Remuneration Committee of the Board
2. All companies which accept Deposits.
Section 177(10) read with Rule 7 of Companies (Meetings of Board and its powers) Rules, 2014 every company which accept Deposits shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances
3. Appointment of Internal Auditor
Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014 every Private company having, in aggregate outstanding loans, debentures and deposits exceeding Rs.100.00 crores or more shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company
4. Public company having deposits of Rs.25.00. crores or more
Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014 every Public company having deposits of Rs.25.00. crores or more shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company.
5. Public company having, loans and borrowing from banks of Rs.100.00 crores or more.
Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014 every Public company having a loans and borrowing from banks of Rs.100.00 crores or more shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company.
It is hoped that over a period during full implementation of the Act, the number of categories will get merged and compliances made easy by the companies
Introduction:
The Companies Act requires companies to file annual documents (Annual Return and Financial Statements) on the Registrar of Companies within prescribed time limits.
These annual documents are considered very important to the Registrar of Companies, (MCA21 electronic registry), it is observed that a large percentage of companies have not filed their statutory documents making them liable for penalties and prosecution for such non-compliance.
The Companies Act, 2013 lays down a stricter regime for the defaulting companies with higher additional fees. The quantum of punishment has been enhanced under the above mentioned provisions of the Act vis-a-vis the earlier Act i.e. Companies Act, 1956.
A specific provision for enhanced fine in case of repeated default has also been included in the form of section 451 of the Act. Additionally, the provisions of section 164(2} of the Act, inter alia, providing for disqualification of directors in case a company has not filed financial statements or annual returns for any continuous period of three financial years has been extended to all companies.
Comparative provisions of the Companies Act, 2013, as well as the Companies Act, 1956 tabulated below for filing of Annual documents;
S.no |
Particulars |
The Companies Act, 2013 |
The Companies Act, 1956 |
1 |
Provisions of filing of Annual Return |
92 (4) specifies that every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed, within the time as specified, under section 403. |
ANNUAL RETURN TO BE MADE BY COMPANY HAVING A SHARE CAPITAL
ANNUAL RETURN TO BE MADE BY COMPANY NOT HAVING A SHARE CAPITAL 160 (1) says every company not having a share capital shall, within sixty days from the day on which each of the annual general meetings referred to in section 166 is held, |
2 |
Penal provisions for non compliance for filing of Annual Return |
92 (5) specifies that If a company fails to file its annual return under sub-section (4), before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakhs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both. |
162 (1) says that if a company fails to comply with any of the provisions contained in section 159 & 160 . The company, and every officer of the company who is in default, shall be punishable with fine which may extend to [five hundred] rupees for every day during which the default continues. |
3 |
Copy of financial |
137 (1) specifies that a copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be |
Section 220 (1) says that after the balance sheet and the profit and loss account have been laid before a company at an annual general meeting as aforesaid, there shall be filed with the Registrar within thirty days from the date on which the balance sheet and the profit and loss account were so laid, or where the annual general meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the latest day on or before which that meeting should have been held in accordance with the provisions of this Act, |
4 |
Penal provisions for non compliance of filing of financial statements |
137 (3) specifies that if a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified in section 403, the company shall be punishable with fine of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence |
220 (3) say that the company, and every officer of the company who is in default, shall be liable to the like punishment as is provided by section 162 for a default in complying with the provisions of section 159, 160 or 161. |
Other important stringent provisions of the Companies Act, 2013 with reference to above.
According to clause (f) of sub section (5) of section 134 of the Companies Act, 2013 the Directors’ Responsibility Statement shall state that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
It means it is the duty of the director to devise proper system for compliance of the law and it will be reported in Director’s Report.
According to provisions of section 164 (2) of the Companies Act, 2013, No person who is or has been a director of a company which (a) has not filed financial statements or annual returns for any continuous period of three financial years;
It means director will become disqualify to act as director if the company has not filed annual document to the ROC for continuous period of three financial years. Now, this provision is applicable to every company.
In addition, the auditors (Statutory auditor and Secretarial auditors) shall also report for non compliance of provision of 164 (2) of the Companies Act, 2013 in their report.
According to section 451 of the Companies Act,2013 If a company or an officer of a company commits an offence punishable either with fine or with imprisonment and where the same offence is committed for the second or subsequent occasions within a period of three years, then, that company and every officer thereof who is in default shall be punishable with twice the amount of fine for such offence in addition to any imprisonment provided for that offence. It means a company or officer has committed any default for the second or subsequent occasion within a period of three years, it will be punishable with twice of fine amount as well as imprisonment. Looking to above provisions, now it become necessary for a company to file annual documents to the Registrar of Companies under provisions of the Act within the prescribed time otherwise provisions are stricter than previous Act.
1) Representations from stakeholders:
The Ministry has received representations from various stakeholders requesting for grant of transitional period/one-time opportunity to enable them to file their pending annual documents to avoid attraction of higher fees/fine and other penal action, especially disqualification of their Directors prescribed under the new provisions of the Act.
The Company Law Settlement Scheme, 2014
2) The Ministry of Corporate Affairs, in order to give an opportunity to companies who have failed to file annual statutory documents (Annual Return and Financial Statements), has launched Company Law Settlement Scheme, 2014 (CLSS-2014), vide General Circular no. 34/2014 dated 12.08.2014.
3) The Central Government has exercised its under section 403 and 460 of the Companies Act, 2013 to introduce the Scheme namely 'Company Law Settlement Scheme 2014".
4) The scheme provides condoning the delay in filing the above mentioned documents with the Registrar, granting immunity for prosecution and charging a reduced additional fee of 25% of the actual additional fees payable as per section 403 read with Companies (Registration Offices and Fee) Rules, 2014 for filing those belated documents under the Companies Act, 1956/2013 and the Rules made thereunder.
5) Dormant Company: The scheme gives an opportunity to Inactive companies to get their companies declared as 'dormant company' under section 455 of the Act (Chapter XXIX) by filing a simple application at reduced fees. The said provision enables Inactive companies to remain on the Register of Companies with minimal compliance requirements.
6) Validity of the Scheme: The scheme shall come into force on the 15th August 2014 and shall remain in force up to 15th October, 2014.
7) Definitions - In this Scheme, unless the context otherwise requires, -
• (a) "Act" means the Companies Act, 2013 and Companies Act, 1956 (where ever applicable);
• (b) "Company" means a company as defined in clause of 20 of section 2 of the Companies Act, 2013 ;
• (c) "Defaulting company" means a company defined under the Companies Act, 2013, and which has made a default in filing of annual statutory documents.
• (d) "Designated authority" means the Registrar of Companies having jurisdiction over the registered office of the company.
• (e) “Immunity certificate” means the certificate as referred in the scheme.
• (f) "Inactive Company' means as defined In Explanation (i) to sub-section (1) of section 455(1) of Companies Act, 2013.
8) Applicability: - Any "defaulting company" is permitted to file belated documents which were due for filing till 30th June 2014 in accordance with the provisions of this Scheme:
9) Manner of payment of fees and additional fee on filing belated document for seeking Immunity under the Scheme - The defaulting company shall pay statutory filing fees as prescribed under the Companies (Registration Offices and fee) Rules, 2014 along with additional fees of 25% of the actual additional fee payable on the date of filing of each belated document.
10) Withdrawal of appeal against prosecution launched for the offences: If the defaulting company has filed any appeal against any notice issued or complaint filed before the competent court for violation of the provisions under the Companies Act, 1956 and/or Companies Act, 2013 in respect of which application is made under this scheme, the applicant shall before filing an application for issue of Immunity certificate, withdraw the appeal and furnish proof of such withdrawal along with the application.
11) Application for issue of Immunity in respect of document(s) filed under the Scheme - The application for seeking immunity in respect of belated documents filed under the Scheme may be made electronically in the e-Form CLSS-2014, after the document(s) are taken on file, or on record or approved by the Registrar of Companies as the case may be. The e-Form for filing application to obtain such a certificate will be available on the MCA21 portal from 1st September, 2014 and may be filed thereafter but not later than three months from the date of closure of the Scheme. There shall not be any fee payable on this Form.
Provided that this immunity shall not be applicable in the matter of any appeal pending before the court of law and in case of management disputes of the company pending before the court of law or tribunal.
Before the filing the application under this scheme, a person (Director/ Managing Director / Secretary/ Manager/ CEO/CFO) should be authorized by the Board Resolution to sign and submit this application under the scheme. It is to be mentioned in the application.
12) Order by designated authority granting immunity from penalty and prosecution - The designated authority shall consider the application and upon being satisfied shall grant the immunity certificate in respect of documents filed under this Scheme
13 : Scheme not to apply in certain cases ÷ (a) This scheme shall not apply to the filing of belated documents other than the following:
a. Form 20B — Form for filing annual return by a company having sham capital.
b. Form 21A — Particulars of Annual return for the company not having share capital.
c. Form 23AC, 23ACA, 23AC-xbrl. and 23ACA-XBRI. — Forms for filing Balance Sheet and Profit & Loss account.
d. Form 66 — Form for submission of Compliance Certificate with the Registrar.
e. Form 23B— Form for intimation for Appointment of Auditors.
14) This Scheme shall not apply
a) To companies against which action for striking off the name under sub-section (5) of section 560 of Companies Act, 1956 has already been initiated by the Registrar of Companies or
b) Where any application has already been filed by the companies for action of striking off name from the Register of Companies or
c) Where applications have been filed for obtaining Dormant Status under section 455 of the Companies Act, 2013;
d) to vanishing companies
15) Withdrawal of pending prosecutions: After granting the immunity, the Registrar concerned shall withdraw the prosecution(s) pending if any before the concerned Court(s);
16) Scheme for Inactive Companies: The defaulting inactive companies, while filing due documents under CLSS-2014 can, simultaneously, either
a, apply to get themselves declared as Dormant Company under section 455 of the Companies Act, 2013 by filing e-form MSC-1 at 25% of the fee for the said form; OR
b. apply for striking off the name of the company by filing e- Form FTE at 25% of the fee payable on form FTE.
17) Applicability of clause (a) sub-section (2) of 164 of the Companies Act, 2013 in case of companies availing the Scheme:- In case of defaulting companies which avail of this Scheme and file all belated documents, the provisions of clause (a) of sub¬section (2) of section 164 of the Companies Act, 2013 shall apply only for the prospective defaults, if any, by such companies
18) Action against the Company: At the conclusion of the Scheme, the Registrar shall take necessary action under the Companies Act, 1956/ 2013 against the companies who have not availed this Scheme and are in default in filing these documents in a timely manner.
Summary:
Corporate can avail the following benefits: a. Immunity from prosecution for delayed filing b. A reduced additional fee of 25% of the actual additional fees payable c. Escape for directors disqualified under section 164(2) of Companies Act, 2013
Attention: Students
CORPORATE COMPLIANCE EXECUTIVE CERTIFICATE FOR STUDENTS
The Institute launched the ‘Corporate Compliance Executive Certificate’ in terms of Chapter IVA (Regulation 28A & 28B) of the Company Secretaries Regulations, 1982 on 4th October, 2013.
ELIGIBILITY FOR AWARD OF CORPORATE COMPLIANCE EXECUTIVE CERTIFICATE
A person who –
• is currently registered as a student of the Company Secretaryship course of the Institute;
• has completed at least one group of the Intermediate/Executive Programme Examination of the Company Secretaryship Course, and
• has completed a training of Six months under Regulation 28A of the Company Secretaries Regulations, 1982, which may include skill oriented practical /class room training for two weeks.
PROCEDURE
An eligible student may apply for award of Corporate Compliance Executive Certificate by submitting an application in specified format (available on the website of the Institute www.icsi.edu ), after making payment of a fee of ₹ 2000 (two thousand only), either in cash (at counters of the Institute across the county) or by way of Demand Draft in favour of ‘The Institute of Company Secretaries of India’ payable at New Delhi.
STATUS OF HOLDER OF CORPORATE COMPLIANCE EXECUTIVE CERTIFICATE
• The student who is awarded Corporate Compliance Executive Certificate of the Institute shall be entitled to use the descriptive letters "Corporate Compliance Executive".
• The grant of Certificate of Corporate Compliance Executive Certificate shall not confer on the Corporate Compliance Executive the rights of a member, nor entitle him to claim membership of the Institute.
VALIDITY OF CERTIFICATE
• The Corporate Compliance Executive certificate is valid for a period of three years (financial years) and is renewable on completion of four Programme Credit Hours (PCH) and payment of requisite fee as the Council may determine from time to time.
OTHER DETAILS
• The student shall have to complete the course of Corporate Compliance Executive Certificate including the training requirements within the registration period.
• The student having awarded the Corporate Compliance Executive Certificate may continue to pursue the regular Company Secretaryship course if he so desires.
• Except to the extent provided in this Chapter IVA (Regulations 28A & 28B) of the Company Secretaries Regulations, 1982 or as decided by the Council from time to time, regulations in Chapter IV and VI relating to `Registered Students’ and `Examinations’ shall mutatis-mutandis apply to the ‘Corporate Compliance Executive Certificate Course’.
• A student after having awarded the Corporate Compliance Executive Certificate shall secure four Programme Credit Hours (PCH) for renewal of Corporate Compliance Executive Certificate.
• There shall be no exemption from training.
Brochure and application form are available at CCEC section on website of the Institute www.icsi.edu For queries please write at ccec@icsi.edu or contact on phone number 011-45341049.
COMPANY SECRETARY
Reputed listed company situated at Mumbai engaged in the business of plastic industry requires qualified company secretary being member of the institute of company secretaries of India and having minimum five years of working experience in the listing requirements and other related corporate laws.
Interested Candidates may send their resume alongwith the salary expected to
Post Box No. 79072017
Requires a COMPANY SECRETARY
Beams Hospitals Pvt. Ltd having its registered office at Mumbai is a reputed company engaged in the business of operating Hospitals.
The management of the company intends to recruit a qualified Company Secretary with 2-3 years experience to take care of Secretarial, administrative and compliance related work with respect to the Companies Act, 2013, FEMA and Corporate Laws in general.
Interested candidates may send their resume mentioning expected salary within 15 days of publication of this advertisement to email id: anils@beamshospitals.com
Requires a COMPANY SECRETARY
Applications are invited for the position of Company Secretary based at Mumbai.
The ideal candidate being an ACS/FCS having good drafting skill. Additional qualification in Law and having knowledge of compliances by listed companies under he Companies Act & Listing Agreement will be given preference.
Application must include a Cover Letter describing the candidate’s strength and vision, and a detailed resume which should be mailed within 10 days to :-
Mr.Sevantilal S. Kapashi, Whole-Time Director,
KAPASHI COMMERCIAL LIMITED
Nishuvi, 4th Floor, 75. Dr A B Rd,
Worli, Mumbai – 400 018.
Email Address: skapashi@inducorp.co.in
Requires a COMPANY SECRETARY
A Public Limited Listed Company, manufacturers of Industrial gases, listed on the Bombay Stock Exchange, having its Registered Office at Nariman Point in Mumbai, requires a Company Secretary preferably with an experience of about 3 years. The candidate should be a Member of the Institute of Company Secretaries of India.
Interested candidates may apply along with their C.V. indicating expected salary to The Post Box No. 79072101
WIRC of The Institute of Company Secretaries of India,
13, Jolly Maker Chamber No.2,
Nariman Point, Mumbai- 400 021
A BIRD’S EYE VIEW: RECENT JUDGEMENTS ON COMPANY LAW -
Ajay Kumar, B.COM(H), L.L.B., F.C.S., ACIS (UK), Practicing Company Secretary
Where the petitioner’s resignation, from directorship was in fact accepted and was acted upon, he ceased to be director of the company from the date he resigned from the Board of directors – Section 614 – KAMAL KUMAR GUPTA V. INDUS MARINE (P.) LTD. [2014] 121 CLA 96 (CLB).
2) OPPRESSION AND MISMANAGEMENTThe power of Company Law Board in dealing with the petition under section 397/398 and section 402 is statutory, and such power also includes passing of the order for winding up, which cannot be exercised by the arbitrator – Section 397/398 and section 402 read with section 8 Arbitration and Conciliation Act, 1996 – TRIUMPHANT INSTITUTE OF MANAGEMENT EDUCATION (P.) LTD. V. INSPIRE EDUCATIONAL SERVICES (P.)LTD. [2014] 121 CLA 38 (AP)
3) PUBLIC DEPOSITSDeposits not to be invited without issuing an advertisement. Petitioner company accepted public deposits. Initially it returned same properly. Subsequently, it incurred losses and faced liquidity problems. Petitioner company was unable to repay its deposits and, hence, approached their Bankers for CDR. Petitioner company proposed a scheme for repayment of deposits with a prayer to allow initial moratorium and liberal terms. Since petitioner company had all intentions to profitably and effectively run business and to pay its depositors, scheme of repayment was to be sanctioned and repayment was to be made as per terms scheduled by CLB. – JINDAL COTEX LTD., [2014] 125 SCL 312/44 (CLB-NEW DELHI)
4) APPEAL TO HIGH COURT AGAINST THE ORDER OF COMPANY LAW BOARDAppeal to High Court against order of Company Law Board under section 10F is maintainable even when it is Board ‘s administrative decision because the language of section 10F is wide enough to cover the same – Section 10F – R P KHOSLA V. CONNAUGHT PLAZA RESTAURANT (P.) LTD. And Ors [2014] 121 CLA 12 (DEL.)
5) ANNUAL GENERAL MEETINGOnce prima facie case is made out for relief under section 167 of Companies Act, 1956, the Company Law Board would issue directions for convening and holding annual general meeting even with one shareholder attending – Section 167 [prior to substitution] – CDS PROJECTS SRI VIA DELL V. CDS SOLES (P.) LTD. [2014] 120 CLA 73 (CLB)
6) RECTIFICATION OF REGISTER OF MEMBERS ON TRANSFER OF SHARESCivil court and not the Company Law Board is the correct forum to seek relief by litigants where the petitioner company alleges fraud, forgery or non–receipt of sale consideration of the shares – Section 111A - INTERNATIONAL COMMENTER LTD. V. COLUMBIA TRADING CO. LTD. [2014] 121 CLA 81 (CLB)
Office Mahabharata (Part - I) :
1) Dronacharya –
The Mentor. The employee who doesn’t like working himself but is always ready to guide and train new joiners.
2) Bhishma –
The Loyal. The employee in a relatively senior position who happily assists the boss in spite of knowing his incompetence (because of some strange oath maybe)
3) Dhritarashtra –
The blind boss. He knows that everything is wrong with his project but will still let it function, without making any changes to the current processes
4) Gandhari –
The Yesmen/Women. Boss’s immediate juniors who know that they are a part of an evil plan but will stay blindfolded and pretend as if nothing is happening
5) Yuddhisthira –
The ethical guy. Poor chap would never fudge timesheets and call in sick only when he is dying
6) Bheema –
The angry resource. Always ready to pick up a fight with his peers, subordinates or even the bosses
7) Arjuna –
The cool dude. The star performer who also knows how to sell his skills. A natural charmer.
How many Mahabharata characters like these have you seen in your office?
........To be continued.......
Kandivali Study Circle Meeting |
|
Date |
Sunday, 1st June, 2014 – 9:30 a.m. to 1:00 p.m. |
Venue |
Sarovar Banquet Hall, 2nd Floor, Payyade International Hotels Pvt. Ltd., Vasanji Lalji Road, Near Railway Station, Kandivali (West), Mumbai – 400 067. |
TopicS |
• Practical difficulties in Implementation of the Rules prescribed under Chapter IV and VII
|
Delegates |
142 Participants had attended the Meeting |
Other features |
Explained in detail Practical difficulties in Implementation of the Rules prescribed under Chapter IV and VII and E-voting with Power Point presentation. He also addressed various other queries raised by the Members. The session was very interesting and interactive. |
ICSI-WIRC |
|
Date |
Friday & Saturday June, 06 & 07, 2014. |
Venue |
ICSI-WIRC A/C Auditorium
|
TopicS |
ICSI-WIRC Annual Regional Conference-2014 on theme “Ministerial to Managerial: Challenges & Opportunities” |
Delegates |
215 Participants had attended the program |
Other features |
|
Borivali Study Circle Meeting on ‘Related Party Transactions under the Companies Act, 2013 |
|
Date |
Sunday, 8th June, 2014 |
Venue |
A V Hall, Don Bosco High School, |
TopicS |
Related Party Transactions under the Companies Act, 2013 |
Delegates |
210 Participants had attended the program |
Other features |
Co-ordinator of Borivali Study Circle welcomed all the participants present at the study circle. |
Ghatkopar Study Circle Meeting on Company Management and Administration Relating to Directors |
|
Date |
Friday , 20th June, 2014– 06.30 pm. to 08.30 pm |
Venue |
AV Hall, 1st Floor, New SNDT, |
TopicS |
Company Management and Administration Relating to Directors |
Delegates |
60 Participants had attended the Meeting |
Other features |
|
Andheri Study Circle Meeting on Discussion on MCA Circular |
|
Date |
Sunday, 29th June, 2014 – 09.30 a.m. to 12.30 p.m. |
Venue |
Sardar Vallabhbhai Engineering College, |
TopicS |
Discussion on MCA Circular - Dated : 24/06/2014
|
Delegates |
34 Participants had attended the Meeting |
Other features |
|
ICSI-WIRC
|
|
Days & Dates |
Saturday & Sunday, July 05 & 06 , 2014 |
Venue |
ICSI-WIRC A/C Auditorium, 5th Floor, 56 & 57, Jolly Maker Chambers, No. 2, Nariman Point, Mumbai – 400021 |
Topics |
Two day workshop on The Companies Act, 2013 |
Other features |
ICSI-WIRC organised a Two Day Workshop on The Companies Act, 2013 at its premises at Nariman Point. |
Kandivali Study Circle Meeting
Topic: “Deposits, Loan/Investment, Share Capital and Related Party Transaction” |
|
Date |
Sunday, 6th July, 2014 – 9:30 a.m. to 1:00 p.m. |
Venue |
Sarovar Banquet Hall, 2nd Floor, Payyade International Hotels Pvt. Ltd., Vasanji Lalji Road, Near Railway Station, Kandivali (West), Mumbai – 400 067. |
Topic |
Deposits, Loan/Investment, Share Capital and Related Party Transaction |
Delegates |
141 Participants had attended the Meeting |
Other features |
Discussion on the various provisions under the Companies Act, 2013 in respect of Deposits, Loan/Investment, Share Capital and Related Party Transactions with Power Point presentation. The session was very interesting and interactive. |
ICSI-WIRC
|
|
Date |
Saturday, July 12, 2014 |
Venue |
ICSI-WIRC A/C Auditorium, 5th Floor, 56 & 57, Jolly Maker Chambers, No. 2, Nariman Point, Mumbai – 400021 |
Topic |
Program on Loans, Investments, Deposits & Related Party Transactions |
Delegates |
65 Participants had attended the program |
Other features |
ICSI-WIRC organised a full day Program on Loans, Investments, Deposits and Related Party Transactions on Saturday July 12, 2014 at its premises. ICSI-WIRC and PCS spoke on the Related Party Transactions. |
Borivali Study Circle Meeting on Direct listing and clearance under clause 24(f) of listing agreement
|
|
Date |
Sunday, 13th July, 2014 |
Venue |
A V Hall, Don Bosco High School, Borivali (West), Mumbai – 400091 |
Topic |
Direct listing and clearance under clause 24(f) of listing agreement |
Delegates |
115 Participants had attended the program |
Special Guest | |
Other features |
|
ICSI-WIRC
|
|
Date |
Saturday & Sunday, July 19 & 20 , 2014 |
Venue |
ICSI-WIRC A/C Auditorium, 1st Floor, 13, Jolly Maker Chambers, No. 2, Nariman Point, Mumbai – 400021 |
Topic |
Weekend Program on Critical Issues on Companies Act 2013, Service Tax & Tax Audit |
Delegates |
25 Participants had attended the program |
Other features |
|
Ghatkopar Study Circle Meeting on Provisions of CA, 2013 applicable specifically to Private Companies |
|
Date |
Friday, 18th July, 2014 – 06.30 pm. to 08.30 pm. |
Venue |
AV Hall, 1st Floor, New SNDT, Cama Lane, Ghatkopar ( W) Mumbai- 400 077 |
Topic |
Provisions of CA, 2013 applicable specifically to Private Companies |
Delegates |
86 Participants had attended the Meeting |
Other features |
|
ICSI-WIRC |
|
Date |
Friday, July 25, 2014 - 04.00 pm to 06.00 pm |
Venue |
ICSI-WIRC A/C Auditorium, 1st Floor, 13, Jolly Maker Chambers, No. 2, Nariman Point, Mumbai – 400021 |
Topic |
WIRC Study Circle Meeting on Issues relating filing of forms with MCA |
Delegates |
13 Participants had attended the program |
Other features |
|
Andheri Study Circle Meeting on Practical Aspect & Case Studies on Disclosure of Interest & Related Party Transactions |
|
Date |
Sunday, 27th July, 2014– 09.30 a.m. to 12:30 p.m. |
Venue |
Sardar Vallabhbhai Engineering College, Bhavan’s College Campus, |
Topic |
Practical Aspect & Case Studies on Disclosure of Interest & Related Party Transactions |
Delegates |
88 Participants had attended the Meeting |
Other features |
|
Kandivali Study Circle Meeting |
|
Date |
Sunday, 27th July, 2014 – 9:30 a.m. to 1:00 p.m. |
Venue |
Sarovar Banquet Hall, 2nd Floor, Payyade International Hotels Pvt. Ltd., Vasanji Lalji Road, Near Railway Station, Kandivali (West), Mumbai – 400 067. |
Topic |
Related Party Transactions under Companies Act, 2013 - Practice and Procedures |
Delegates |
123 Participants had attended the Meeting |
Other features |
Discussion on detail the Practice and Procedures of the Related Party Transactions under Companies Act, 2013 with Power Point presentation. The session was very interesting and interactive. |
Borivali Study Circle Meeting on ‘SEBI Takeover Regulations’ |
|
Date |
Sunday, 17th August, 2014 |
Venue |
A V Hall, |
TopicS |
SEBI Takeover Regulations |
Delegates |
134 Participants had attended the Meeting |
Other features |
Following topics were briefed :
|
Ghatkopar Study Circle Meeting on Compliance Mechanism for Private Companies under The Companies Act, 2013 |
|
Date |
Friday, 22nd August, 2014 – 06.30 pm. to 08.30 pm. |
Venue |
AV Hall, |
TopicS |
Compliance Mechanism for Private Companies under The Companies Act, 2013 |
Delegates |
72 Participants had attended the Meeting |
Other features |
|
ICSI-WIRC Study Circle Meeting on Secretarial Audit |
|
Date |
Wednesday, August 27, 2014 |
Venue |
ICSI-WIRC A/C Auditorium, |
TopicS |
Secretarial Audit |
Delegates |
40 Participants had attended the Meeting |
Other features |
|
ICSI-WIRC Program on Annual General Meeting and e-voting |
|
Date |
Thursday, August 28 , 2014 |
Venue |
ICSI-WIRC A/C Auditorium, |
TopicS |
Annual General Meeting and e-voting |
Delegates |
75 Participants had attended the Meeting |
Other features |
|
INDORE CHAPTER |
|
Date |
Sunday, 22nd June, 2014, 9:30 a.m. to 5:00 p.m. |
Venue |
Hotel Fortune Landmark, Vijay Nagar, Indore – M.P. |
Topic |
Key Provisions of Companies Act, 2013 – Implementation Perspective |
Delegates
|
150 / 150 |
Other features |
At the outset he explained the evolution of Companies Act, 2013. After that he explained the provisions of Companies Act, 2013 relating to Issue of Shares, Private Placement, Further Issue of Capital, Employees Stock Option Scheme, Sweat Equity Shares, Private Issues, Public Issues, Global Depository Receipt, Issue of Bonus Shares, Secretarial Audit. He also apprised the members about Report of Dr. J.J. Irani Committee and Report of JPC dated 26.06.2012. The Second Session explained the various provisions of Companies Act, 2013 relating to loans. |
INDORE CHAPTER |
|
Date |
20th July, 2014 to 27th July, 2014 |
Venue |
B/1-2-3, Ashrey Apartments, 2/1, Manoramaganj, Indore |
Topic |
Overview on Companies Act, 2013 |
Delegates
|
50 / 50 |
Other features |
Students PPT Presentation organized on 7th Day of EDP. 6 group of students performed in this competition & one Group presented on the topic “Corporate Social Responsibility” won Prize of Best Group & Mr. Mayank Acharya selected as Best Presenter of EDP & Ms. Astha Maheshwari Elected as Best Participant of 19th EDP. |
INDORE CHAPTER |
|
Date |
Saturday, 5th July, 2014, 9:30 a.m. to 5:00 p.m. |
Venue |
Hotel RaddisonBlu, Indore |
Topic |
Practical Analysis and Compliances of Companies Act, 2013 |
Delegates
|
150/150 |
Other features |
1st session discussed the various provisions of Companies Act, 2013 relating to New Definitions under the Companies Act, 2013 and Deposits in Change of Working Culture of ROC and Deposits. In the 2nd session discussed the provisions of Companies Act, 2013 relating to Directors of the Companies, Loans to the Directors, Exercise of Board Powers, Powers Exercisable with the approval of Shareholders, Representing the Company in General Meetings, Setting up of Stakeholders relations, Appointment of Women Director and Secretarial Standards. The Third Technical Session discussed the various provisions of Companies Act, 2013 relating to Disclosure of Interest of Directors and Key Managerial Personnel, Alteration if MOA and AOA, Deposits, Share Application Money, Register of Members, Declaration of Beneficial Interests, Inform Change in the Promoters, Notice of General Meetings, Proxy, Postal Ballot, Resolution and Agreements to be filled with ROC, Auditors to General Meetings, Compliance Certificate to ROC, Audit Remuneration and Nomination Committee, Restrictions on the Powers of the Board, Related Party Transactions, Appointment of KMP & CS, Appointment of Cost Auditors and Secretarial Auditors |
AHMEDABAD CHAPTER STUDY CIRCLE MEETING |
|
Date |
Saturday, 28th June, 2014 |
Venue |
Ahmedabad Chapter office |
TIME |
6pm to 8pm |
Topic |
Draft Secretarial Standards with respect to General and Board Meetings for Public Comments & Draft Notification for Public Comments issued by MCA on 24th June, 2014 to exempt Private Limited Companies from applicability of few sections of Companies Act, 2013 |
Delegates
|
The workshop was attended by 64 CS Members. |
Other features |
The workshop was attended by CS Members comprising of Past Chairmen, Senior CS Members, Committee Members. |
AHMEDABAD CHAPTER STUDY CIRCLE MEETING AT GANDHI NAGAR |
|
Date |
Saturday, 05th July, 2014 |
Venue |
Gujarat Info Petro Limited, Udhyog Bhavan, Block No. 15, 02nd Floor, Gandhinagar |
TIME |
4pm to 6pm |
Topic |
Related Party Transactions, Loans and Advances and Open House Discussion on Companies Act, 2013 |
Delegates
|
The SCM was attended by 26 CS Members & 20 CS Students. |
Other features |
Presentations made by the speakers were appreciated by the meeting and participants have discussed various provisions of the new Act, its implications and challenges faced in implementing the Act. |
AHMEDABAD CHAPTER |
|
Date |
Saturday, 12th July, 2014 |
Venue |
Ahmedabad Textile Mills’ Association (ATMA Hall), Opp. City Gold, Ashram Road, Ahmedabad |
TIME |
03.30 pm to 07.30 pm |
Topic |
Inspection & Investigation- Regulator’s Perspective and Voting through Electronic Means with Live Demo |
Delegates
|
The Seminar was attended by 107 CS Members. |
Other features |
The Seminar was organized to deal with Inspection & Investigation- Regulator’s Perspective and Voting through Electronic Means with Live Demo. The Seminar was immensely beneficial as the dignitaries addressed the queries posed by the CS members. The Seminar was attended by CS Members, comprising of Senior CS Members, Past Chairmen and Committee Members of Ahmedabad Chapter of WIRC of ICSI. |
AHMEDABAD CHAPTER |
|
Date |
Tuesday, 15th / July to Wednesday, 23rd / July, 2014 |
Venue |
Ahmedabad Chapter Premises |
TIME |
10am to 05pm |
Topic |
‘Significance of Training and Code of conduct & e-Filing of MCA’, ‘Communication Skills’, ‘Group Discussion’, ‘International Taxation and Transformation’, ‘Personality Development’, ‘Interpersonal Skills’, ‘Computer Literacy and Training (Advance):- EXCEL’, ‘General Awareness of Indian/Global Economy’, ‘Organisation Structure, Role and functioning of CLB, NCLT/NCLAT’, ‘Negotiation skills’, ‘Drafting of Minutes, Notices and Resolutions’, ‘Decision making skills’, ‘CCI’, ‘Team Spirit’, ‘Companies Act 2013’, ‘Capital Market & Opportunities’, ‘Organisation Structure, Role and functioning of ROC/RBI’, ‘Life Skills and Interview Techniques’, ‘Organisation Structure, Role and functioning of Stock Exchange/SEBI’ and ‘Advance Business Tools such as E-Voting, Internet Browsing, Video Conferencing etc.’ |
Delegates
|
The No. of participants of Executive Development Programme 15th Batch was 75. |
AHMEDABAD CHAPTER |
|
Date |
Thursday, 17th July, 2014 |
Venue |
Ahmedabad Chapter Premises |
TIME |
05.00 pm to 07.00 pm |
Topic |
The topic of the competition was Student of Company Secretary: My Role in the Advancement of my country. |
Delegates
|
The no. of participants for this competition was 4. |
Other features |
The winner of the competition was Ms. Sneha Chinchli bearing CS Registration number 421149095/02/2012 and the runner up of the competition was Mr. Bhavesh O. Jiandani bearing CS Registration number 421174924/02/2012, but due to personal reasons Ms. Sneha Chinchli was not able to go to Regional Level and therefore Mr. Bhavesh O. Jiandani represented Ahmedabad Chapter at WIRC Regional level on Sunday, 20th July, 2014 at Mumbai. |
AHMEDABAD CHAPTER |
|
Date |
Saturday, 19th July, 2014 |
Venue |
Ahmedabad Chapter Premises |
TIME |
04.30 pm to 06.30 pm |
Topic |
The quiz was based on Companies Act, 2013 and the Circulars/Notifications/Guidelines issued by MCA. |
Delegates
|
The no. of participants for this competition was 17. |
Other features |
The winner of the competition was Mr. Gaurav Bachani bearing CS Registration number 421147145/02/2012 and the runner up of the competition was Mr. Parth Mehta bearing CS Registration number 421021777/08/2011 and both of them represented Ahmedabad Chapter at WIRC Regional level on Thursday, 31st July, 2014 at Mumbai. |
AURANGABAD CHAPTER |
|
Date |
20TH JULY, 2014 (SUNDAY) |
Venue |
THE SALT RESTAURANT AT MGM SPORTS AND HEALTH CLUB, N-6, CIDCO, AURANGABAD |
TIME |
09:30 AM TO 05:30 PM |
Topic |
COMPANIES ACT 2013 – PRACTICAL ANALYSIS AND COMPLIANCES |
Delegates |
40 Nos
|
AURANGABAD CHAPTER |
|
Date |
12TH JULY, 2014 (SATURDAY) |
Venue |
CONFERENCE HALL OF CMIA, BAJAJ BHAWAN, MIDC, RAILWAY STATION, AURANGABAD |
TIME |
02:00 PM TO 06:00 PM |
Topic |
DIRECT, INDIRECT TAXES AND TRANSFER PRICING |
Delegates |
60 Nos
|
THANE CHAPTER |
|
Date |
13th July 2014 |
Venue |
ICSI-Thane Chapter |
Topic |
Programme On Union Budget'2014 |
Delegates |
50 Members & Students |
THANE CHAPTER |
||
Date |
7th June'2014 to 21st June'2014 |
|
Venue |
ICSI-Thane Chapter |
|
Topic |
Management Skill orientation Programme |
|
Delegates |
33 Students |
THANE CHAPTER |
|
Date |
19th , 20th & 26th of July'2014 |
Venue |
ICSI-Thane Chapter |
Topic |
Professional Development Programme on following topics :
|
Delegates |
88 Students |
NASHIK CHAPTER WIRC OF ICSI |
|
Date |
16th July'2014 |
Venue |
ICSI-Nasik Chapter |
TIME |
4.00 pm to 7.00 pm |
Topic |
Programme On Issue Of Securities,Loan, Deposits Investment & Related Party Transactions |
Delegates |
70 Members & Students |
NASHIK CHAPTER WIRC OF ICSI Budget - 2014 |
|
Date |
17th July'2014 |
Venue |
ICSI-Nasik Chapter |
TIME |
2.30 pm to 7.00 pm |
Topic |
Programme On Budget Overview, Centarl Excise, Service Tax and Customs |
Delegates |
41 Members & Students |
PUNE CHAPTER |
|
Date |
28.06.2014 |
Venue |
Alpabachat Bhavan, Camp, Pune |
Topic |
STUDY CIRCLE MEETING ON “PRACTICAL ASPECTS OF ECB & FCCBS” |
Delegates |
41 Members |
Other features |
One (1) PCH was allotted to members who attended this programme & students were allotted two (2) PDP for this programme |
PUNE CHAPTER |
|
Date |
5.07.2014 |
Venue |
MCCIA, Pune |
TopicS |
One person Company, Small Company, KMP, ID’s, Valuation, Preliminary Commencement of Act, Broad Overview on Rules |
Delegates |
106 Members |
Other features |
Two (2) PCH were allotted to members who attended this programme. |
PUNE CHAPTER |
|
Date |
12.07.2014 |
Venue |
MCCIA, Pune |
TopicS |
Incorporation of Companies, Formation of One Person Company, Registered office of Company, Commencement of Business |
Delegates |
114 Members |
Other features |
Two (2) PCH were allotted to members who attended this programme. |
PUNE CHAPTER |
|
Date |
19.07.2014 |
Venue |
MCCIA, Pune |
TopicS |
Raising of capital, Prospectus, Public Offer, Private placement, Sweat Equity, Debentures |
Delegates |
102 Members |
Other features |
Two (2) PCH were allotted to members who attended this programme. |
PUNE CHAPTER |
|
Date |
21.07.2014 |
Venue |
H V Desai College, Pune |
TopicS |
To apprise students about CS Course |
Delegates |
110 Members |
Other features |
Brochures were distributed amongst all students. |
PUNE CHAPTER |
|
Date |
05.07.2014 |
Venue |
MCCIA, Pune |
TopicS |
Investor Awareness Programme |
Delegates |
47 Members |
Other features |
Free for all Participants |
PUNE CHAPTER |
|
Date |
10.07.2014 |
Venue |
Pune chapter of ICSI |
TopicS |
Preliminary Round Of 13th All India Elocution Competition 2014 |
Delegates |
10 Members |
PUNE CHAPTER |
|
Date |
18.07.2014 |
Venue |
Pune chapter of ICSI |
TopicS |
Preliminary Round Of 14th All India Company Law Quiz 2014 |
Delegates |
12 Members |
ICSI - NAVI MUMBAI CHAPTER OF WIRC – STUDY CIRCLE MEETING |
|
Date |
SUNDAY & 13THJULY’ 2014 |
Venue |
ICSI-CCGRT, CBD BELAPUR, NAVI MUMBAI. |
TopicS |
“COMPANIES ACT 2013 – MAINTENANCE OF RECORDS IN ELECTRONIC FORM , LIABILITIES OF DIRECTORS AND CHAPTER 29” |
Delegates |
Around 33 Participants |
Other features |
On 13 July’ 2014, a Study Circle Meeting was organized by the Navi Mumbai Chapter of WIRC of the ICSI. Topic titled “"Companies Act 2013 – Maintenace of Records in Electronic Form, liabilities of Directors andchapter 29". The speaker explained the various aspects related to the topic and dealt in detail with numerous finer issues and simplified the entire concept with various examples with Power point presentation. The programme was very interesting and interactive and well attended by many CS Members. |
ICSI - NAVI MUMBAI CHAPTER OF WIRC – INVESTOR AWARENESS PROGRAMMER |
|
Date |
SATURDAY & 19TH JULY’ 2014 |
Venue |
Auditorium,
R.F. Naik School & Junior College,
|
TopicS |
“INVESTOR AWARENESS PROGRAMME” |
Delegates |
Around 120 Participants |
Other features |
On 19 July’ 2014, a Investor Awareness Programme organized by the Navi Mumbai Chapter of WIRC of the ICSI jointly with Ministry of Corporate Affairs. The speaker explained the various aspects related to the topic and dealt in detail with numerous finer issues and simplified the entire concept with various examples with Power point presentation. |
NAVI MUMBAI CHAPTER |
|
Date |
SATURDAY & 26TH JULY’ 2014 |
Venue |
THE HOTEL ORCHID, MUMBAI |
TopicS |
“COMPANIES ACT, 2013 – IMPACT ANALYSIS” |
Delegates |
Around 52 Participants |
Other features |
On 26 July’ 2014, a Seminar was organised by Navi Mumbai Chapter of the ICSI as a supporting partner of Wolters Kluwer (CCH India). The Eminent Speakers addressed the participants on the topic “Companies Act, 2013 – Impact Analysis”. The speakers explained the various aspects related to the topic and dealt in detail with numerous finer issues and simplified the entire concept with various examples with Power point presentation. |
NAGPUR CHAPTER |
|
Date |
11th and 12th July 2014 |
Venue |
Naivedhyam Celebration Hall, Opposite NIT Swimming Pool, North Ambazari Road, Nagpur. |
TIME |
8.45 AM to 6.00 PM (for Day 1 and Day 2) |
TopicS |
Intensive Workshop on Companies Act 2013 |
Delegates |
65 CS Members and 19 students of ICSI were present. |
Other features |
|
NAGPUR CHAPTER |
|
Date |
22nd July 2014 |
Venue |
Naivedhyam Celebration Hall, Opposite NIT Swimming Pool, North Ambazari Road, Nagpur. |
TIME |
5.30 PM to 8.30 PM |
TopicS |
Companies Act 2013 – A Perspective by ICSI President |
Delegates |
214 CS Students and 60 Members of ICSI were present. |
RAJKOT CHAPTER |
|
Date |
21-06-2014 (Saturday) |
Venue |
Marwadi Shares and Finance Limited ‘Marwadi Financial Plaza’, 7th Floor, Nana Mava Main Road, Opp. 150 feet Ring Road, Rajkot, Gujarat |
TopicS |
“Convening of Board & General Meetings through Video Conferencing & electronic Voting process” |
Delegates |
30/35 |
DOMBIVLI CHAPTER OF WIRC OF ICSI |
|
Date |
14TH June 2014 |
Venue |
DOMBIVLI CHAPTER OF ICSI |
TIME |
10:30 AM TO 01:00 PM |
TopicS |
SWOT Analysis |
Delegates |
35 |
Other features |
Nil |
DOMBIVLI CHAPTER |
|
Date |
16TH June 2014 |
Venue |
DOMBIVLI CHAPTER OF ICSI |
TIME |
10:30 AM TO 01:30 PM |
TopicS |
Analyzing Financial Data |
Delegates |
35 |
Other features |
Nil |
RAIPUR CHAPTER OF WIRC OF ICSI |
|
Date |
16TH JULY, 2014 |
Venue |
GUJRATI SCHOOL, DEVENDRA NAGAR, RAIPUR,(C.G.) |
TOPICS |
CAREER AWARENESS |
Delegates |
100 |
RAIPUR CHAPTER OF WIRC OF ICSI |
|
Date |
19TH JULY, 2014 |
Venue |
CHAPTER OFFICE |
TOPICS |
COMPANIES ACT, 2013 |
Delegates |
30 |
RAIPUR CHAPTER OF WIRC OF ICSI |
|
Date |
21ST JULY, 2014 |
Venue |
NATIONAL H.SC. SCHOOL, KACHAHRY CHOEK, RAIPUR(C.G.) |
TOPICS |
CAREER AWARENESS |
Delegates |
100 |
RAIPUR CHAPTER OF WIRC OF ICSI |
|
Date |
23RD JULY, 2014 |
Venue |
CHAPTER OFFICE |
TOPICS |
COMPANIES ACT, 2013 |
Delegates |
30 |
RAIPUR CHAPTER OF WIRC OF ICSI |
|
Date |
12TH AUGUST TO 19TH AUGUST , 2014 |
Venue |
CHAPTER OFFICE |
TOPICS |
VARIOUS TOPIC |
Chief Guest / Speakers |
MULTIPUL FACULTY |
Delegates |
30 |
OTHER FEATURES |
RAIPUR CHAPTER OF WIRC OF ICSI |
|
Date |
27TH AUGUST TO 2ND SEPTEMBER , 2014 |
Venue |
CHAPTER OFFICE |
TOPICS |
VARIOUS TOPIC |
Chief Guest / Speakers |
MULTIPUL FACULTY |
Delegates |
40 |
OTHER FEATURES |
VADODARA CHAPTER |
|
Date |
Saturday, 2nd August, 2014 |
Venue |
Hotel Surya Palace, Sayajigunj, Vadodara |
TOPICS |
“PCS - Governance Professional & the facilitator for Corporate Growth” |
Delegates |
100 |
OTHER FEATURES |
The Western India Regional Council Regional PCS Conference hosted by Vadodara Chapter of WIRC of the ICSI held on Saturday, the 2nd August, 2014 at Hotel Surya Palace, Sayajigunj, Vadodara; on the theme of “PCS - Governance Professional & the facilitator for Corporate Growth”.
First Technical Session: Press Conference: Second Technical Session: Third Technical Session: Fourth Technical Session: |
VADODARA CHAPTER |
|
Date |
Monday, 25thAugust, 2014 |
Venue |
Vadodara Chapter of WIRC of ICSI
|
TOPICS |
“Felicitation of CS Qualifying Students and their interaction with the Press/Media” |
OTHER FEATURES |
The Institute of Company Secretaries of India declared the results of Professional Programme (Old/New Syllabus) and Executive Programme (Old/New Syllabus) examinations held in June, 2014 on Monday, 25th August, 2014. On this occasion, Vadodara Chapter organized a programme for Felicitation of CS Qualifying Students and their interaction with the Press/Media at the Chapter Office. All those students who successfully completed their Professional Programme and the Students who secured positions as per the provisional merit list at All India as well as Chapter level were invited for felicitation and interaction with the Press. This novel concept of felicitation and interaction with the Press was very much liked and appreciated by the Students, their parents and the Press people. This is expected to go a long way in building the brand image of the CS Institute in the minds of common men in the society. |
Chapter (SURAT) |
|
Date |
23RD & 24TH AUGUST , 2014 |
Venue |
LORDS PLAZA HOTEL, SURAT. |
TOPICS |
PROCEDURAL ASPECTS OT THE COMPANIES ACT, 2013. |
Delegates |
SEMINAR HALL CAPACITY WAS 150. |
OTHER FEATURES |
|
A : “FOCUS” published monthly as a magazine aims to be a forum for members of the Western India Regional Council of the Institute of Company Secretaries of India ( WIRC of ICSI) for;
a. DISSEMINATING information,
b. COMMUNICATING developments affecting the Institute and its members in particular and the
CS profession in general,
c. ARTICULATING issues of contemporary concern to the members of the profession.
d. CEMENTING and DEVELOPING relationships across membership by promoting discussion and
dialogue on professional issues.
e. DISCUSSING and DEBATING issues particularly of public interest, which could be served by
the CS profession.
f. FACILITATING Members of the profession to share their views on matters of professional
interest by way of articles and write-ups.
B : The WIRC of ICSI recognizes the fact that;
a. There is a growing emphasis on the globalization of the CS profession;
b. There is an imminent need to position the profession in a business context which transcends the
traditional and specific CS applications.
c. The Institute members increasingly will work across the globle and in global context.
C : Given this background the WIRC of ICSI strongly encourage contributions from the following
groups of professionals;
a. Members of other Professional bodies across the globe
b. Regulators and Government officials
c. Professionals from allied professions
d. Academia
e. Professionals from other disciplines whose views are of interest to the CS profession
f. Business leaders
D : The magazine also seeks to keep members updated on the activities of the Institute including events on the various practice areas and the various professional development programs on the anvil.
E : The WIRC of ICSI while encouraging stakeholders as in Section C to Contribute to the Magazine , it makes it clear that responsibility for authenticity of the contents or opinions expressed in any material published in the Magazine is solely of its author and the WIRC of ICSI, council members, any of its editors or members of Editorial Team & Advisory Board, the staff working on it or “FOCUS” is in no way holds responsibility there for. In respect of the advertisements, the advertisers are solely responsible for contents of such advertisements and implications of the same.
F : Finally and most importantly WIRC of ICSI strongly believes that the magazine must play its part in motivating students to grow fast as Members of tomorrow to be capable of serving the Legal & Compliance area within ever demanding customer expectations.