@Z_STYLE70 =
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Date: 2018-05-16T05:38:43+00:00

COMPANY SECRETARY

IN PRACTICE

Ready Reckoner

ICSI House, 22, Institutional Area, Lodi Road New Delhi 110 003
tel 011-4534 1000 fax +91-11-2462 6727
email info@icsi.edu website www.icsi.edu

First Edition : May 2018

Price : Rs. 300

© THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

Due care and diligence has been taken in the preparation of this

Publication. The Institute does not own the responsibility for any loss or
damage resulting from any action taken on the basis of the contents of
this Publication. Anyone wishing to act on the basis of the contents of
the book is advised to do so after referring to the latest Act, Rules,

Regulations and the Guidelines.

Printed at : India Offset Press/100/May 2018

(ii)

PREFACE

In the contemporary phase of governance, when the innings of Sabal

Bharat– Samartha Bharat are taking shape in efficaciously executing the
concerns of Self-Sufficient and Self Reliant India; a culture of Good-

Governance and Compliance in India seems to be one of the resilient factors
in contributing towards the empowered and inclusive development of the
nation.

As William Makepeace Thackeray puts it, “Next to Excellence is the

Appreciation of it” . The recent recognition by the Hon’ble Prime Minister
during the inauguration of Golden Jubilee of the Institute, endorsing

Company Secretaries as the leading Governance Professionals in deciding
the corporate culture of the nation, is indeed a way forward to toughen up
our practice and polish the spirit of our service to the nation by widening
the contours of our professional excellence.

Needless to say, the Institute of Company Secretaries of India is dedicated in
enhancing the confidence of its team of professionals through subsuming
contemporary updates on their role and responsibilities. The brigade of

Company Secretaries, too, is stepping into newer arenas of activity, today
more than ever while holding tightly to its niche area of corporate laws and
compliance. And while the dynamism of Indian corporate world is hard to
miss, it is indispensable that the professionals providing companies with
their services are aptly armed. For Company Secretaries in practice who are
practically outsiders holding on to their independence with respect to the
companies, the need just multiplies.

Keeping in sight the above, the Institute had initiated the publication of a

Ready reckoner for the Company Secretaries in Practice. This publication
titled Company Secretary in Practice–Ready Reckoner aims at aiding the
practising members of the Institute to effectively shoulder the new
responsibilities under the emergence of newer opportunities and to act
independently to provide value added services to their clients for which
they should keep themselves updated with emerging new regulatory
framework, advancements in information technology and developments in
the profession.

The publication includes an updated list of areas of practice, recognitions,
and clarifications/guidelines issued by the Council having bearing on the
practicing side of the profession, etc.

I take this opportunity to express my sincere thanks to CS Vineet K.

Chaudhary, Chairman and the members of Practicing Company Secretaries

Committee of the Council for their guidance and valuable suggestions.

I sincerely commend the honest efforts of CS Saurabh Jain, Joint Director,

Mr. Ritesh Kumar, Deputy Director (Strategies), and CS Naveen Kumar,

Executive Assistant (Academics) in revisiting and revising the manuscript

(iii)

of this publication under the thoughtful guidance of CS Sonia Baijal,

Director, Professional Development, Perspective Planning and Studies, ICSI
and able leadership of CS Dinesh Chandra Arora, Secretary, ICSI.

I am sure that this work would be an updated guide to the members and
budding professionals in practice in order to advance their professional
excellence and commitment towards the dedicated service of the nation.

In any publication of this nature, there would always be scope for further
improvement. I would personally be grateful to the users and readers for
offering their suggestions for further improvement.

CS Makarand Lele

President, The ICSI

Place : New Delhi

Date : May, 2018

(iv)

C O N T E N T S

Page

Introduction

...

1

Company Secretary in Whole-time Practice

...

7

Areas of Practice

...

9

Designation to be used by Members in Practice

...

16

Prefix of CS

...

16

Appropriate usage of CS

...

16

Use of Own Logo by PCS

...

17

Certificate of Practice

...

17

Issue of Certificate of Practice (Reg. 10)

...

17

Renewal of Certificate of Practice (Reg. 10)

...

18

Cancellation of Certificate of Practice (Reg. 11)

...

18

Restoration of Certificate of Practice

...

19

Directory of Company Secretaries in Practice

...

20

Information to be Supplied by Members

...

20

Maintenance of Branch Offices

...

20

Particulars of Offices and Firms (Reg. 165)

...

21

Place of Business of Practising Member in

India (Reg. 167)

...

21

Company Secretaries in Practice not to Engage
in any other Business or Occupation (Reg. 168)

...

22

Permission granted generally

...

23

(v)

Permission to be granted specifically

...

23

Trade or firm name to require Council’s
approval (Reg. 169)

…

24

Guidelines framed by the Council relating to
approval of Firm’s Name under Regulation 169
of the Company Secretaries Regulations, 1982

...

24

Guidelines for Change in Name of Proprietorship

Concern/Firm of Company Secretary(ies)

...

27

Approval for Constitution/Reconstitution of the

Firms (Reg. 170)

...

28

Display of Particulars on Website by Practising

Company Secretaries

…

28

Penalty for False Practice

...

28

Companies Prohibited from Practising as Company

Secretaries

…

29

Members in Practice to carry out non-attestation
services through the new business structure of

Limited Liability Partnership

…

29

Unqualified Persons not to Sign Documents

...

30

Peer Review

...

31

Misconduct

...

31

Procedure in Inquiries relating to Misconduct
of Members

...

31

Disciplinary Cases

...

32

Recognitions to Company Secretaries

...

32

Guidance Notes

...

32

Preparation for Practice

...

32

Letter-heads, Visiting Cards, etc.

...

33

Professional Fees

...

33

Some Tips

...

34

(vi)

Market Potential

...

34

Status

...

34

Challenges before the Practising Company

Secretaries

…

34

Role for Company Secretary in Practice

…

35

Major Areas of Practice for Company Secretaries

APPENDICES

Appendix I

Guidelines for use of Individual Logo by Company

Secretaries in Practice

...

43

Appendix II

Guidelines for Peer Review of Attestation Services by

Practising Company Secretaries

...

51

Appendix III

Guide to Setting up of Practice

...

73

Appendix IV

Recognitions Secured for Company Secretaries in Practice

...

109

Appendix V

List of Universities which have Recognised Company

Secretaryship Qualification as Equivalent to Post

Graduate Degree for Pursuing Ph.D Course

...

134

Appendix VI

FORM – D : Application for the Issue/ Renewal/

Restoration of Certificate of Practice

...

142

Appendix VII

Sample Copy of Certificate of Practice

...

149

Appendix VIII

FORM F : Renewal of Certification of Practice

...

150

Appendix IX

FORM I : Forms for Giving Particulars of Office and Firms

...

151

(vii)

Appendix X

Guidelines for Advertisement by Company Secretary

in Practice

...

153

Appendix XI

FAQs on Guidelines for Advertisement by Company

Secretary in Practice

...

163

Appendix XII

Procedure Relating to Misconduct of Members Schedules

to The Company Secretaries Act, 1980

...

167

Appendix XIII

Guidelines for Ceiling on Number of Secretarial Audit

and Annual Return

...

192

Appendix XIV

Guidelines for Compulsory Attendance of Professional

Development Programmes

...

195

Appendix XV

Services that can be Rendered as per the Resolution Passed

by the Council under Clause (f) of Sub-Section 2 of Section 2

of The Company Secretaries Act, 1980

...

207

Appendix XVI

Resolution Passed by The Council Under Regulation 168 of

The Company Secretaries Regulations, 1982

...

210

Appendix XVII

Dress Code for a CS appearing before Judicial /

Quasi-Judicial bodies and Tribunals like NCLT-NCLAT, etc.

...

214

Appendix XVIII

Guidelines for Availability of Firm Names

...

215

Appendix XIX

Proforma for Know Your Member

...

219

Appendix XX

Guidelines for Requirement of Maintenance of A Register

of Attestation/Certification1 Services Rendered By Practising

Company Secretary/Firm of Practising Company Secretaries ...

222

(viii)

Appendix XXI

Gist of Disciplinary Proceedings against Practising Members ...

224

Appendix XXII

Resolution Under Regulation 168 of The Company Secretaries

Regulations, 1982 Allowing Members in Practice to Carry out

Non-Attestation Services through the New Business Structure
of Limited Liability Partnership

...

241

Appendix XXIII

FAQs on Professional Development

...

243

Appendix XXIV

FAQs on Peer Review

...

249

Appendix XXV

Annual Membership and Certificate of Practice Fees

for 2018-19 of the Company Secretaries Act, 1982

...

254

(ix)

(x)

COMPANY SECRETARY IN PRACTICE

Ready Reckoner

Introduction

At the suggestion of the Department of Company Affairs, the Institute of

Company Secretaries of India started issuing Certificate of Practice to its
members in 1979. With the coming into force of the Company Secretaries

Act, 1980 on 1.1.1981, statutory recognition was given to the concept of
practice by members of the Institute. Section 2(2) of the Company

Secretaries Act, 1980 indicates the various areas of practice which are open
to a Company Secretary holding certificate of practice issued by the

Institute. The objective of authorising qualified members to practice is to
make available professional services of a Company Secretary to the
corporate sector, including small and medium sized companies which are
not required by law, to employ compulsorily a whole-time qualified

Company Secretary.

The concept of Company Secretary in Practice took firm roots with the
recognition of Secretary in Whole-time Practice under Section 2(45A) of the

Companies Act, 1956. Besides this statutory recognition, a Company

Secretary in Practice was conferred recognition under Section 33(2), 149,

161 and Schedule XIII of the Companies Act, 1956. In addition some state
financial institutions also introduced the concept of Secretarial Audit in
respect of Companies assisted by them. These corporations have prescribed
annual Secretarial Audit of Companies for the assisted companies to be
conducted in the manner prescribed by the Institute.

The Department’s circular Nos. 14/90 dated 5.9.90 and 5/91 dated 26.2.91
directing Registrars of Companies to take on record all documents filed by
companies within a reasonable period of say ten days if the same are
certified by a Company Secretary in Practice, with a view to avoid delay in
registration of documents, is another significant development for the
practising side of the profession. Another significant development is the
direction issued by the Securities and Exchange Board of India, advicing all

Stock Exchanges to amend the listing agreement to provide for insistence
by the company that Registrar and Share Transfer Agents (RTA) produce a
certificate from the Company Secretary in Practice that all transfers have
been completed within the stipulated time.

The enactment of the Companies (Amendment) Act, 2001, especially the
insertion of proviso to sub-section (1) of section 383A relating to issue of

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Company Secretary in Practice – Ready Reckoner
compliance certificate by Company Secretaries in Practice for companies
not required to employ a whole-time secretary and having a paid-up share
capital of Rupees Ten Lakhs or more, which has to be filed with the

Registrar and is also to be attached with the Board’s Report by the
company, has not only strengthened the status of the profession but has
also served to provide the necessary impetus and fillip for the growth of the
profession especially the practicing side.

The Department of Company Affairs (now the Ministry of Corporate Affairs)

increased the limit of paid up share capital for compulsory appointment of

Whole-time Secretary from Rs. 50 lakhs to Rs. 2 crore vide Companies

(Appointment and Qualifications of Secretary) Amendment Rules, 2002
issued vide F.No. 17/6/2002-CL.V, published in the Gazette of India dated

11.6.2002. The Ministry of Corporate Affairs once again increased the limit
of paid up share capital for compulsory appointment of Whole-time

Secretary from Rs. 2 crore to Rs. 5 crore by notifying the Companies

(Appointment and Qualifications of Secretary) Amendment Rules, 2009
vide its notification no. G.S.R. 11(E) dated 5-1-2009. Accordingly, every
company having paid up share capital of rupees ten lakhs or more but less
than rupees five crores was required to file with the Registrar of Companies
a Compliance Certificate from a Practising Company Secretary. This further
increased the opportunities for Practising Company Secretaries as more
number of companies are now required to obtain the Compliance

Certificate.

The Companies Act, 2013 which came into force on 12 September, 2013
with few changes defines various roles of Company Secretaries, viz.

Secretarial Audit (Section 204): Every listed company and a company
belonging to other class of companies as may be prescribed to annex a

Secretarial Audit Report with its Board’s report;
o Such Secretarial Audit report to be given by a Company

Secretary in Practice, in such form as may be prescribed.

o As per Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the other class of
companies shall be as under –

(a) every public company having a paid-up share
capital of Fifty crore rupees or more; or;

(b) every public company having a turnover of two
hundred Fifty crore rupees or more

Company Secretary in Practice – Ready Reckoner

3

o The Board of Directors, in their report shall explain in full
any qualification or observation or other remarks made by
the Company Secretary in Practice in his report.

o Powers/duties of auditors apply mutatis mutandis to CS in
practice conducting secretarial audit.

Pre-certification of e-forms

Company Secretaries are recognized to pre-certify the e-forms which are
required to be filed with the Registrar.

Duty to report fraud:

o A very significant duty has been cast on the Company Secretary in

Practice under section 143 (12) the Companies Act, 2013.

o It provides that if the Company Secretary in Practice, in the course
of the performance of his duties as auditor, has reason to believe
that an offence of fraud involving such amount or amounts as may
be prescribed (rupees one crore or above in terms of Rule 13 of the

Companies (Audit and Auditors) Rules, 2014), is being or has been
committed in the company by its officers or employees, the auditor
shall report the matter to the Central Government within such time
and in such manner as may be prescribed:

Provided that in case of a fraud involving lesser than the specified amount,
the auditor shall report the matter to the audit committee constituted
under section 177 or to the Board in other cases within such time and in
such manner as may be prescribed.

Provided further that the companies, whose auditors have reported frauds
under this sub-section to the audit committee or the Board but not reported
to the Central Government, shall disclose the details about such frauds in
the Board's report in such manner as may be prescribed.”

In case, Company Secretary in Practice does not comply with the provisions
of section 143(12), he shall be punishable with fine which shall not be less
than one lakh rupees but which may extend to twenty-five lakh rupees.

As per the Companies (Audit and Auditors) Rules, 2014, in case
the auditor has sufficient reason to believe that an offence
involving fraud, is being or has been committed against the
company by officers or employees of the company, he shall
report the matter to the Central Government immediately but
not later than sixty days of his knowledge.

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Company Secretary in Practice – Ready Reckoner

Sub-section (13) of Section 143 provides that no duty shall be
regarded as having been contravened by reason of his
reporting the matter (fraud) if it is done in good faith.

Voting through electronic means
o Every listed company or a company having not less than
one thousand shareholders, provide to its members facility
to exercise their right to vote at general meetings by
electronic means;
o during the e-voting period, shareholders holding shares
either in physical form or in dematerialized form, as on the
record date, may cast their vote electronically;
o once the vote on a resolution is cast by the shareholder, he
shall not be allowed to change it subsequently;
o the Board of Directors to appoint one scrutinizer, who
may be Chartered Accountant in practice, Cost

Accountant in Practice, or Company Secretary in

Practice or an advocate, but not in employment of the
company and is a person of repute who, in the opinion
of the Board can scrutinize the e-voting process in a
fair and transparent manner:

o the scrutinizer to maintain a register either manually or
electronically to record the assent or dissent, received and
other details as provided under the rules;
o Manner in which the Chairman of meeting shall get the poll
process scrutinised and report thereon is provided under
the rules.

Report on the AGM (Section 121)

A Company Secretary is authorised to sign the report on every AGM
alongwith two directors one of whom shall be the MD if there is one.

Appointment as Administrator (Section 259)

Company Secretaries along with other professionals have been
recognized for being appointed as Interim/Company Administrator
from the panel to be maintained by the Central Government or any
institute or agency authorised by the Central Government, in respect of
rehabilitation of revival and sick companies.

Company Secretary in Practice – Ready Reckoner

5

Company Liquidators (Section 275)

Company Secretaries have been recognized to be appointed as

Provisional Liquidator or the Company Liquidator, from a panel to be
maintained by the Central Government.

Professional Assistance to Company Liquidator (Section 291)

The Company Liquidator may, with the sanction of the Tribunal,
appoint one or more professionals including Company Secretaries to
assist him in the performance of his duties and functions under the Act.

Qualifications of Tribunal (Section 409)

A Company Secretary in practice is eligible to become a Technical

Member of National Company Law Tribunal, if he is practising for at
least fifteen years.

Adjudication of Penalties (Section 454)

o Section 454 provides for appointment of adjudicating officers
for adjudging penalty under the provisions of Companies Act.

o The adjudicating officer shall have power by an order to
impose penalty on the company and the officer who is in
default for non-compliance or default after giving a reasonable
opportunity of being heard.

o The adjudicating officer shall, before imposing any penalty,
give a reasonable opportunity of being heard to such company
and the officer who is in default.

o Any person aggrieved by an order will have a right to prefer an
appeal to the Regional Director.

o This would greatly enhance role of Company Secretaries both
in employment as well as in practice as they would be called
upon to represent the companies before the Registrar/

Regional Director in such matters.

Enhancement of Penalties
o The Companies Act, 2013 has proposed enhanced penalties
with maximum and minimum quantum of penalty for each
offence with deterrence for repeated defaults.

o This would result in better compliance of law by companies
through more and more reliance on services of professionals
like Company Secretaries.

6

Company Secretary in Practice – Ready Reckoner

Duties and Liabilities of Directors

The role and responsibility of the directors are specifically laid down.

With the duties and responsibilities specifically attached to them, the
directors would look forward to the advice and assistance of
professionals like Company Secretaries in the discharge of their duties.

Enhanced Disclosures

To promote good governance, detailed disclosures are contemplated
under the Act, for compliance of which the companies would look
forward to professionals including Company Secretaries.

Insolvency, Rehabilitation, Liquidation and Winding Up

Revised framework for regulation of mergers and amalgamations,
insolvency, rehabilitation, liquidation and winding up of companies
offers great scope for Companies Secretaries not only to act as
liquidator/administrator but also to represent the various stakeholders
before the Tribunal.

Registered Valuer

A Company Secretary in Practice with requisite experience and passing
the examination can become a registered valuer for conducting
valuation required under the Companies Act. A registered valuer may
conduct valuation as per Companies (Registered Valuers and Valuation)

Rules, 2017 if required under any other law or by any other regulatory
authority.

Other recognitions for CS

- Serious Fraud Investigation Office to consist of experts from
banking, taxation, corporate affairs, law, capital market.

Company Secretaries may opt for this.

- Central Government to maintain panel of experts (Mediation &

Conciliation Panel) consisting of experts having prescribed
qualifications for mediation between the parties during the
pendency
of
proceedings
before

Central

Government/NCLT/NCLAT.

- Legal representation in proceedings before NCLT/NCLAT.

- If compromise/arrangement is sanctioned then company shall
until completion of scheme, file a statement in prescribed
form/time with Registrar every year certified by CS in

Company Secretary in Practice – Ready Reckoner

7

practice indicating whether scheme is being complied with in
accordance with orders of Tribunal or not.

- After Winding up order- To assist promoters/directors
ordered to be examined by Tribunal in case of fraud.

- Professionals can also act as receiver of company.

Further there has been a significant change in the last few years in the
business environment and the government policies and a new work culture
is developing in India to avail the benefits of market economy and
liberalised economic policies of the Government. An era of liberalisation
and globalisation deregulation and delicencing has been ushered in as a
result of which economic and commercial scenario has been undergoing
tremendous transformation thereby opening up new vistas and
opportunities for Company Secretaries in Practice. Company Secretaries in

Practice besides embarking upon traditional areas of practice are
increasingly being called upon to advise and guide on legal aspects of
business which intimately concern areas such as production, sales,
marketing and administration for identifying expansion opportunities,
issuing due diligence or comfort certificate, arranging foreign
collaborations, amalgamations, mergers, acquisitions, takeovers, setting up
of subsidiaries and joint ventures within and outside India etc. The new
opportunities offered by the growing capital markets and financial services
have also greatly contributed to the development of the practising side of
the profession.

Company Secretary in Whole-time Practice

After the constitution of the Institute as a statutory body under the

Company Secretaries Act, 1980 with effect from 1st January, 1981,

Certificate of Practice is being issued to members in accordance with the
provisions contained in the Act and Regulations framed thereunder.

Regulation 168 prohibits a Company Secretary in Practice from engaging in
any business or occupation other than the profession of Company Secretary
unless it is permitted by a general or specific resolution of the Council. In

1982 the Council by a general resolution withdrew the permission earlier
granted to members holding certificate of practice, to practice
simultaneously as Chartered Accountant or Cost Accountant. However,
members practising as Advocates or in employment obtaining ‘No

Objection’ Certificates from employers, were permitted to be issued or to
renew their certificate of practice as Company Secretary.

Taking into account the interest of the profession, the various recognitions

8

Company Secretary in Practice – Ready Reckoner
obtained for the profession, the representations received, the amendments
made to the Companies Act, 1956 in the year 1988 - defining a Company

Secretary in whole-time practice, transferring powers to an independent

Company Law Board and giving exclusive and non-exclusive recognitions to
a Company Secretary - and the implications of the provisions contained in
the Company Secretaries Act 1980, particularly Section 7 of the Act read
with Clause (7) of Part I of the First Schedule and Clause (1) of Part II of the

Second Schedule to the Act, the Council passed a general resolution in

November 1989 withdrawing the permission granted earlier to practice
simultaneously as an advocate, for the regulation and further growth of the
profession of Company Secretary. Accordingly, the members practising as
advocates were not issued Certificate of Practice and such members holding

Certificate of Practice as permitted earlier, were not renewed Certificate of

Practice after the completion of the financial year on 31st March, 1990.

In order to give an independent identity and status to the profession and a
thrust to the concept of Company Secretary in whole time practice and
taking into account the present circumstances of the profession with the
introduction of definition of secretary in whole-time practice and provision
of exclusive and non-exclusive recognitions accorded to a secretary in
whole-time practice in the Companies (Amendment) Act, 1988 it was felt
that the profession could be properly regulated, if an independent status is
provided to the profession. In accordance with the powers conferred on the

Council under the various provisions contained in the Company Secretaries

Act, 1980, and the regulations framed thereunder and in particular
regulation 168 the Council passed a general resolution in its meeting held
on 12th May, 1991 withdrawing the permission earlier granted and
prohibiting issue of Certificate of Practice to members in employment
effective from 1st June, 1991. Accordingly, no member in employment has
been issued with Certificate of Practice on or after 1st June, 1991. Members
already holding Certificate of Practice after obtaining ‘No Objection

Certificate’ from their employers, were not renewed the Certificate of

Practice after the completion of the financial year 1991-92.

Consequent to the decision not to issue certificate of practice to
members who are holding certificate of practice either from the ICAI
or ICWAI/Members of Bar Council or members who are in
employment, the certificate of practice is now issued to members for
practising as Company Secretary on whole-time basis only.

The aim of this publication is to assist the members in practice by
elaborating various aspects of ‘practice’ and listing out the ‘recognitions’

Company Secretary in Practice – Ready Reckoner

9

achieved by the profession. It also gives information about the provisions
relating to practice as contained in the Company Secretaries Act, 1980 and
the Company Secretaries Regulations, 1982 framed thereunder.

Areas of Practice

Section 2(2) of the Company Secretaries Act, 1980 (hereinafter called the

Act) provides that a member of the Institute shall be deemed to be in
practice when, individually or in partnership with one or more members of
the Institute in practice or in partnership with members of such other
recognised professions as may be prescribed, does any of the following in
considerations of remuneration received or to be received:

(a) engages himself in the practice of the profession of Company

Secretaries to or in relation to, any company; or

(b) offers to perform or performs services in relation to the promotion,
formation,
incorporation,
amalgamation,
reconstruction,
reorganisation or winding up of companies; or

(c) offers to perform or performs such services as may be performed
by:

(i) an authorised representative of a company with respect to
filing, registering, presenting, attesting or verifying any
documents (including forms, applications and returns) by or
on behalf of the company,

(ii) a share transfer agent,

(iii) an issue house,

(iv) a share and stock broker,

(v) a secretarial auditor or consultant,

(vi) an advisor to a company on management, including any legal
or procedural matter falling under the Capital Issues (Control)

Act, 1947*, the Industries (Development and Regulation) Act,

1951, the Companies Act, 1956, the Securities Contracts

(Regulation) Act, 1956, any of the rules or bye-laws made by a
recognised stock exchange, the Monopolies and Restrictive

Trade Practices Act, 1969, the Foreign Exchange Regulation

Act, 1973**, or under any other law for the time being in
force,

* Since repealed.

** Since replaced by the Foreign Exchange Management Act, 1999.

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Company Secretary in Practice – Ready Reckoner

(vii) issuing certificates on behalf of or for the purposes of, a
company;

(d) holds himself out to the public as a Company Secretary in Practice;
or

(e) renders professional services or assistance with respect to matters
of principle or detail relating to the practice of the profession of

Company Secretaries; or

(f) renders such other services, as in the opinion of the Council are or
may be rendered by a Company Secretary in Practice.

The words “to be in practice” with their grammatical variations and cognate
expressions, shall be construed accordingly.

Section 2(2) contemplates that a member of the Institute engaging in the
above functions, can practice in partnership with members of such other
professions as may be prescribed. In as much as a like provision does not
exist in the statues governing other professions, the Council has not framed
any regulations prescribing other professions for entering into partnership.

It may also be noted that in terms of clause (f) of Section 2(2) of the Act, the

Council has power to specify any other service that can be rendered by a
member in practice.

The Institute has secured various statutory recognitions which provide
good opportunities for practice to the Company Secretary in Practice. In
addition to Section 2(2) of the Company Secretaries Act, 1980, regulation

168(2) of the Company Secretaries Regulations, 1982 also specify areas of
practice for Company Secretaries.

The educational background, knowledge, training and exposure that a

Company Secretary acquires makes him a versatile professional capable of
rendering a wide range of services to companies of all sizes, other
commercial and industrial organisations, small scale units, firms, etc. on
retainership or job basis. The plethora of services, which a Company

Secretary in Practice can render, are listed below:

Corporate Governance, Legal and Secretarial Services

Corporate Governance Services

Advising on good governance practices and compliance of Corporate

Governance norms as prescribed under the Companies Act, Listing

Agreement and various other laws, rules and regulations.

Company Secretary in Practice – Ready Reckoner

11

Corporate Secretarial Services

• Promotion, formation and incorporation of companies and matters
related therewith

• Filing, registering documents including forms, returns and
applications by and on behalf of the company as an authorised
representative

• Maintenance of secretarial records, statutory books and registers

• Arranging Board/general meetings and preparing minutes thereof

• All work relating to shares and their transfer and transmission

Secretarial Audit and Certifications under the Companies Act

• Secretarial Audit/Compliance Audit

• Signing of Annual Return

• Pre-certification of e-Forms

• Other declarations, attestations and certifications under the

Companies Act.

Corporate Laws Advisory and Representation Services

Corporate Laws Advisory Services

Advising companies on compliance of legal and procedural aspects,
particularly under:

• SEBI Act, SCRA and Rules and Regulations made thereunder

• Depositories Act

• Foreign Exchange Management Act

• Environmental and Pollution Control Laws Labour and Industrial

Laws Co-operative Societies Act Mergers, Amalgamations and

Strategic Alliances

• Foreign Collaborations and Joint Ventures Setting up Joint Ventures /

Wholly owned subsidiaries abroad

• Competition Policy and Anti Competitive Practices

• Intellectual Property Rights - Protection, Management, Valuation and

Audit

• Drafting of Legal Documents

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Company Secretary in Practice – Ready Reckoner

Representation Services

Representing on behalf of a company / other persons before:

• National Company Law Tribunal

• Competition Commission of India

• Securities Appellate Tribunal

• Registrar of Companies

• Consumer Forums

• Telecom Disputes Settlement and Appellate Tribunal

• Tax Authorities, and

• Other Quasi-judicial bodies and Tribunals Arbitration and

Conciliation Services

• Advising on arbitration, negotiation and conciliation in commercial
disputes between parties

• Acting as Arbitrator/Conciliator in domestic and international
commercial disputes

• Drafting Arbitration / Conciliation Agreement / Clause

Financial Markets Services

Public Issue, Listing and Securities Management

• Advisor / consultant in issue of shares and other securities

• Drafting of prospectus/offer for sale/letter of offer/ other documents
related to issue of securities and obtaining various approvals

• Loan documentation, registration of charges, status and search
reports

• Listing/delisting of securities with recognized stock exchange

• Private placement of shares and other securities

• Buy-back of shares

• Raising of funds from international markets ADR/GDR/FCCBs/

FCEBs/ECB

• Due diligence

Banking Services

• Diligence Report and Certification in respect of Consortium /

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multiple banking arrangement made by Scheduled Commercial

Banks/ Urban Co-operative Banks

• Loan Syndication

• Loan documentation

• Registration of Charges

• Status and Search Report

Takeover Code and Insider Trading

• Ensuring compliance of the Takeover Regulations and other
applicable laws and rules

• Acting as Compliance Officer and ensuring compliance with

Prohibition of Insider Trading Regulations

Certification under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015

1. Certificate regarding transfer of securities under Regulation 40 (9)

2. Certificate regarding Compliance of Conditions of Corporate

Governance (Schedule V, Clause E)

3. Certificate Regarding Maintenance of 100% asset cover [Regulation

56 (1) (d)]

Other Certifications

1. Certification by PCS in case of Offer/allotment of securities to
more than 49 to up to 200 investors (SEBI Circular No.

CFD/DIL3/CIR/P/2016/53 dated May 03, 2016)

2. Compliance Certificate by a PCS for listing on BSE SME

Platform

Audit

1. Reconciliation of Share capital audit

2. Internal audit of :

Portfolio Manager

Stock Brokers/ Clearing Members/Trading Members

Credit Rating Agencies

Depository Participants

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3. Concurrent Audit of Depository Participants

4. Annual Audit of Research Analyst

5. Yearly Audit of Investment Adviser

Financial Valuer

To act as Financial Valuer under:

SEBI (Real Estate Investment Trusts) Regulations, 2014

SEBI (Infrastructure Investment Trusts) Regulations, 2014

Finance and Accounting Services

• Book-keeping, Accounting and Compilation of Financial Statements

• Internal Audit

• Secretary to Audit Committee

• Working capital and liquidity management

• Determination of appropriate capital structure

• Analysis of capital investment proposals

• Business valuation prior to mergers and / or acquisitions

• Budgetary controls

• Preparation of Project Reports and Feasibility Studies

Taxation Services

• Advisory services to companies on tax management and tax planning
under Income- Tax, Goods and Services Tax Act

• Preparing/reviewing various Returns and Reports required for
compliance with the tax laws and regulations

• Representing companies and other persons before the tax authorities
and tribunals

International Trade and WTO Services

• Advising on matters related to IPRs under TRIPs Agreement of WTO

• Advising on matters relating to anti-dumping, subsidies and
countervailing duties

• International Commercial Arbitration

• Advising on and issuing certificates in respect of Foreign Trade Policy
and Procedures

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• Advising on Intellectual Property licensing and drafting of

Agreements

• Acting as registered Trade Marks Agent

Management Services

General/Strategic Management

• Advising on Legal Structure of the organisation

• Business policy, strategy and planning

• Formulation of organisational structure

• Acting as management representative to obtain ISO Certification

• Advising on Corporate Social Responsibility

• Advising on Sustainability Accounting and Reporting

Corporate Communication and Public Relations

• Communication with various stakeholders, such as shareholders,

Government, Regulatory Authorities, etc.

• Advisory services for Brand equity and image building

Human Resource Management

• Manpower planning and development

• Audit of the HR function

• Performance appraisal

• Motivation and remuneration strategies

• Industrial relations

• Office management, work studies and performance standards

• Advising on industrial and labour laws

Information Technology

• Compliance with cyber laws

• Conducting Board Meetings through video-conferencing and
teleconferencing

• Advising on software copyright and licensing

• Development of management reports and controls

• Maintenance of statutory records in electronic form

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Company Secretary in Practice – Ready Reckoner

• Sending notices to shareholders in electronic mode

• Filing of forms/documents in electronic mode with Registrar of

Companies and other statutory authorities

Designation to be used by Members in Practice

Under Section 7 of the Act, a member in practice shall use the designation of
a Company Secretary and shall not use any other designation, whether in
addition thereto or in substitution therefor. However, use of the prefix

‘practising’ before the designation ‘Company Secretary’ would not offend

Section 7. Similarly, use of the suffix ‘in whole-time practice’ or ‘in practice’

after the designation ‘Company Secretary’ would also not offend Section 7.

Further, use of any description or letters to indicate membership of any
other Institute in India or elsewhere is permissible, if recognised by the

Council. Any other qualification possessed by a member in practice is also
not prohibited to be used - say M.Com., M.A., M.B.A., A.C.A., A.I.C.W.A., etc.

The Council has recognised membership of the Institute of Chartered

Accountants of India and Institute of Cost Accountants of India and Bar

Councils for purposes of allowing members of the Institute to use the
relevant statutory descriptions of such bodies, provided members are not
holding certificate of practice of the Institute or using the description of

“Company Secretary”. Use of designations like “Company Law Consultant,

Corporate Law Advisor, Corporate Advisor, Investment Advisor,

Management Consultant is prohibited.

Prefix of CS

The Council of the Institute in its 173rd meeting held on June 23-24, 2007
has decided that a member of the Institute may prefix CS to his name in
order to distinguish himself from other professionals and to create brand
image of the CS profession

CS Logo

The letters ‘CS’ may be used by the members as a prefix before their names.

Appropriate usage of CS logo

While using the letters ‘CS’ on their letter heads and visiting cards, the
company secretaries need to ensure that the width of the logo when used
along with the name of the member should not be more than 125% of the
size of the characters used for publishing the name. When the ‘CS’ logo is

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used as a standalone on visiting cards and letter heads then it should not
exceed 1cm ( 0.39 inch) in height. The logo is to be printed in navy blue
colour.

Use of Own Logo by PCS

The Council of the Institute has issued the Guidelines for use of individual

Logo by Company Secretaries in Practice which came into effect from 1st

September, 2015.

The Guidelines deal with the manner in which a Company Secretary in

Practice can design and use their individual Logo on letter head, visiting
cards, uniform for employees of their firm, websites, advertisement
materials, name boards, other stationery, invoices, packing material,
stickers, sponsorship material, etc. For a copy of the Guidelines please refer

Appendix I.

Certificate of Practice

As per Section 6 of the Act, a member of the Institute is entitled to practice
whether in India or elsewhere only after he has obtained from the Council
of the Institute, a Certificate of Practice pursuant to an application made in
the prescribed form and upon remittance of the prescribed fees. (Appendix

VII)

Issue of Certificate of Practice (Reg. 10)

A member of the Institute may apply to the Council in Form ‘D’ (Appendix

VI) for issue of certificate of practice enabling him to practice as a Company

Secretary anywhere in India. The application is to be accompanied with
annual certificate of practice fee which presently is Rs. 2000/- only with
applicable GST (50% of the annual certificate of practice fee with applicable

GST is payable if the application for issue of certificate of practice is made
on or after 1st October till 31st March. Before applying for the certificate of
practice, the member needs to ensure that he/she has paid the requisite

Annual Membership fees inclusive of applicable GST*.

The member is also required to intimate about his earlier engagements, if
any. In case the member was in employment earlier, a copy of the relieving
letter from his immediate past employer company, a copy of Form-32/DIR-

12 in respect of his cessation of his employment (if employed as whole time

Company Secretary) or letter of cancellation of certificate of practice of the
concerned professional body if earlier engaged in some other profession. In
case the member is not employed, he/she has to furnish a self-declaration
duly signed stating that he/she is not employed anywhere as on the
application date.

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A member who is in employment evidencing a master-servant relationship
with the employer or contract of service or is practising as chartered
accountant or cost accountant or enrolled as an advocate with any Bar

Council, is not entitled for issue of certificate of practice.

On acceptance of the application by the Council for issue of certificate of
practice, certificate is issued (Appendix VII) and is valid for the period
indicated unless it is cancelled earlier for non fulfillment of the condition
stipulated by the Council or for violation of any provisions of the Act, its
schedules or the regulations framed under the Act.

A member who ceases to be in practice is required to intimate the fact that
he has ceased to be in practice, in writing, within 30 days from the date he
ceases to be in practice and surrender forthwith the certificate held by him
to the Secretary of the Institute.

Renewal of Certificate of Practice (Reg. 10)

The certificate of practice issued to a member is required to be renewed
every year by payment of annual certificate of practice fee which presently
is Rs. 2000/-* after paying the necessary annual membership fees*.

The annual certificate of practice fee and the annual membership fee
become due and payable on first day of April every year. The last date for
the payment of annual membership fee is 30th June and that of the
certificate of practice fee is 30th September. In case of renewal of Certificate
of Practice, the secretary issues a letter extending the validity period of the
certificate of practice for that year if the member continues to fulfill the
conditions stipulated by the Council for such renewal or has not violated
the provisions of the Act, its schedules and the regulations framed under
the Act.

*with applicable GST

Cancellation of certificate of practice (Reg. 11)

(1) The certificate of practice shall be cancelled when:

(a) the name of the holder of the certificate is removed from the

Register of Members; or

(b) the Council is satisfied that such certificate was issued on the
basis of incorrect, misleading or false information provided by
the applicant or by mistake or inadvertence on the part of the

Council; or

(c) the member has ceased to practice; or

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19

(d) the member has not paid the annual certificate fee on or before

30th day of September of that year.

Provided that before cancelling the certificate under clause (b)

reasonable opportunity to explain his case shall be given to the
member.

(2) The cancellation of a certificate shall be effective:

(a) in a case falling under clause (a) of sub-regulation (1) from the
date on which and during the period for which the name of the
holder of the certificate was removed from the Register of

Members;

(b) in a case falling under clause (d) of sub-regulation (1) from the

15th day following the date of issue of notice by the Secretary
on or after the 1st day of October; and

(c) in any other case, from such date and for such period as the
council may determine.

(3) When a certificate is cancelled, the date from which and the period
for which the certificate shall stand cancelled shall be
communicated in writing by registered post to the member
concerned at the address entered in the Register and may also be
published in Institute’s journal ‘Chartered Secretary’.

(4) When a certificate of practice is cancelled, the holder of such
certificate shall surrender the certificate to the Secretary within 15
days from the date of receipt of notice of such cancellation or from
the date of the notification thereof published in the Journal,
whichever is later, under sub-regulation (3).

Restoration of Certificate of Practice

The certificate of practice would be renewed in the same financial year in
which it was due for renewal provided the fee for renewal has been
received and accepted by the Institute in the same financial year. The
application for restoration of certificate of practice shall be made in Form D

(Appendix VI). But, where the certificate of practice was required to be
cancelled on failure to pay the annual fee for certificate of practice on or
before the due date prescribed and an application for restoration of
certificate of practice has been received and accepted by the Institute in the
same financial year, the certificate of practice would be restored on
payment of the requisite annual fee for certificate of practice for the current
year and a restoration fee of Rs. 250/-. Where the certificate of practice has
not been renewed or accepted for renewal in the same financial year, and as

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Company Secretary in Practice – Ready Reckoner
a result of which it was required to be cancelled, a fresh certificate of
practice will be issued with effect from the date of acceptance of application
for the issue of fresh certificate. A communication for restoration/re-issue
of Certificate of Practice will be sent to the member in writing any may also
be published in the Institute’s journal ‘Chartered Secretary’.

Directory of Company Secretaries in Practice

The Institute publishes a directory of Members in Practice in CD form and
supplies it to members upon request, and to such other bodies as the

Council may specify from time to time. The information is also hosted on
the website of the Institute.

Information to be supplied by Members

For the purposes of publication of directory of Members in Practice, the

Council may require members to supply information regarding their
present address with telephone/ mobile numbers, fax number and email ID,
if any, place of business, partners and such other particulars as may be
deemed necessary.

With the issue of the Guidelines for Issuing Compliance Certificate and

Signing of Annual Return, Guidelines for Advertisement by Company

Secretary in Practice and the Guidelines for Requirement of Maintenance of
a Register of Attestation/Certification Services rendered by Practicing

Company Secretary/Firm of Practicing Company Secretaries and the
opening up of other core areas of practice, the Council has decided for
practicing members to supply information with regard to number of
advertisements, Corporate Governance compliance certificates under

Clause 49, reconciliation of Share Capital Audit Report issued under Section

55A of the Securities Exchange Board of India (Depositories and

Participants) Regulations, 1996 issued and secretarial audits carried out
under section 204 of the Companies Act, 2013 along with a declaration
regarding maintenance of a register of attestation / certification services.

Maintenance of Branch Offices

As per Section 37(1) of the Act, where a Company Secretary in Practice or a
firm of such Company Secretaries has more than one office in India, each
one of such offices must be in the separate charge of a member of the

Institute. The Council is, however, empowered to exempt in suitable cases
any Company Secretary in Practice or firm of such Company Secretaries
from the operation of this sub-section.

Applications for opening of Branch Office without a member in the separate
charge at places where there are few or no Company Secretaries in Practice

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are decided by the Council on the merits of each case subject to the
following general conditions:

1. The branch office shall be an independent office and not in the
office of some other professional.

2. One of the partners of the firm shall attend the branch office atleast

100 days in a financial year. However, if a candidate who has
passed Executive Program of the Institute and also completed

Management/Apprenticeship Training or has passed the

Professional Programme of the Institute is posted at the said
branch office, one of the partners of the firm shall attend the
branch office atleast 60 days in the financial year.

3. The approval shall be valid for a period of two years within which a
member must be appointed in the separate charge of the branch
office.

Section 37(2) requires every Company Secretary in Practice or firm of such

Company Secretaries maintaining more than one office to send to the

Council a list of offices and the persons in charge thereof and also to
intimate any change therein. Regulation 163 of the Company Secretaries

Regulations, 1982, requires the changes to be intimated to the Council
within one month of such change(s).

Particulars of Offices and Firms (Reg. 165)

Every Company Secretary in Practice and every firm of Company

Secretaries are required to submit to the Council in (Appendix V)

particulars of his office or those of the firm within 3 months from the
commencement of practice or formation of the firm as the case may be. Any
subsequent change(s) in the particulars, are required to be sent so as to
reach the Council within 30 days after the change was effected. The
particulars furnished by the members and the subsequent changes
intimated are entered in the Register of Offices and Firms maintained by the

Council.

Place of Business of Practising Member in India (Reg. 167)

Every member in Practice is required to have a place of business in India in
his own charge or in charge of another member. Particulars of such place of
business must be supplied within 30 days to the Council initially, and
whenever there is a change of place of business particulars of such change
must be intimated to the Council, within thirty days of the change.

In the case of a member who is not permanently residing in India, the

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Company Secretary in Practice – Ready Reckoner

Council may allow him to specify a place of business in India, whether he
has business in India or not and whether it is in his own charge or in charge
of another member, and in that event such place shall be taken as the place
of business of such member.

In the case of a member who is a salaried employee of a Company Secretary
in Practice or a firm of Company Secretaries, the place of business of his
employer shall be deemed to be his place of business.

Company Secretaries in Practice not to Engage in any other Business
or Occupation (Reg. 168)

A Company Secretary in Practice shall not engage in any business or
occupation other than Practising as Company Secretary without the general
or specific permission of the Council by a resolution to that effect. However,
a Company Secretary in Practice is not barred to act as a secretary, trustee,
executor, administrator, arbitrator, receiver, appraiser, valuer, internal
auditor, management auditor, management consultant or as a
representative on financial matters including taxation and may take up an
appointment that may be made by the Central or any State Government,

Court of Law, Labour Tribunals, or any other statutory authority without
prejudice to the discretion of the Council to prohibit such appointment. The

Council has decided w.e.f. 1st June, 1991 not to permit a member in practice
to provide these services as an employee of an organisation.

The Members in Practice are allowed to become non-executive
director/promoter/promoter director/subscriber to the Memorandum and

Articles of Association of a company the objects of which include areas,
which fall within the scope of the profession of Company Secretaries
irrespective of whether or not the practising member holds substantial
interest in that company.

Under Section 26 of the Company Secretaries Act, 1980 no company can
practise as Company Secretary.

The Council has further allowed members in practice to become non-
executive director / promoter / promoter director / subscriber to the

Memorandum and Articles of Association of a company which is engaged in
any other business or occupation provided that the practising member does
not hold substantial interest in the company.

The term non-executive director, here, means an ordinary director who is
required to attend the meetings of the Board or its committees only, not
paid any remuneration except the sitting fees for attending the

Board/Committee meetings and any remuneration to which he is entitled

Company Secretary in Practice – Ready Reckoner

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as ordinary director, and devoting his time for the company only to attend
meetings of the Board or Committees thereof and not for any other
purpose.

Practising Company Secretaries can now take up teaching assignment with
any organization apart from the coaching organization of the Institute.

Further the condition has been relaxed for teaching hours from average
three hours to four hours in a day. General permission has been given to

Practising Company Secretaries to act as Recovery Consultants in the

Banking Sector. With the specific permission of the Council a member in
practice can have interest in agricultural and allied activities carried on
with the help, if required, of hired labour and editorship of journals other
than professional journals.

Permission granted generally

The Council has by a resolution passed under Regulation 168(1) permitted
the following:

1. Private tutorship.

2. Authorship of books and articles.

3. Holding the Life Insurance Agency License for the limited purpose
of getting renewal commission.

4. Holding of elective offices as a M.P., M.L.A., M.L.C. or any other

Public Office.

5. Honorary office bearership of charitable, educational or other non-
commercial organisations.

6. Acting as Notary Public, Justice of Peace, Special Executive

Magistrate and the like.

7. Part-time tutorship/lecturership under the Coaching Organisation
of the Institute and other Institutes such as the Institute of Cost and

Works Accountants of India, the Institute of Chartered Accountants
of India, Management Institutes, Universities and any college
affiliated to a University, and such other organisation as may be
recognised by the Council from time to time.

8. Valuation of papers, acting as a paper-setter, head examiner or a
moderator, for any examination.

9. Editorship of professional journals.

Permission to be granted specifically

Members of the Institute in practice may engage in the following category of

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business or occupation, after obtaining the specific and prior approval of
the Executive Committee of the Council:

“Interest or association in family business concerns provided that the
member does not hold substantial interest in such concerns.”

For the purposes of the above resolution, a member shall be deemed to
have ‘substantial interest’ in a concern:

(i) in a case where the concern is a company, if its shares (not being
shares entitled to a fixed rate of dividend whether with or without
a further right to participate in profits, carrying not less than
twenty five per cent of voting power at any time during the
previous year), are owned beneficially by such member.

(ii) in the case of any other concern, if such member is entitled at any
time during the previous year, to not less than 25% of the profits of
such concern.

Trade or firm name to require Council’s approval (Reg. 169)

No Company Secretary who is not a partner of a firm of Company

Secretaries shall practice under any name or style other than his own name
except with the prior approval of the Council.

No firm of Company Secretaries in practice shall practise under any name
or style except with the previous approval of the Council.

The Council may refuse to approve a particular trade, firm or other name if
the same is similar or nearly similar to a name which has been entered in
the Register of Offices and Firms maintained by the Institute or if that name
is undesirable in the opinion of the Council, or it does not bear the name of
its partners whether present or past, except when the firm has been
acquired by the payment of goodwill or otherwise. If the same trade or firm
name has been inadvertently registered twice or more, the Council may
direct the member(s)/firm(s) whose name was registered subsequently to
alter the name in such manner as may be directed by the Council and such
member(s) or firm(s) shall so alter the name and inform of having effected
the alteration to the Council within 3 months of the issue of the direction.

Guidelines of the Council for name of a Proprietorship concern /

Firm/ Trade under Regulation 169 of the Company Secretaries

Regulations, 1982.

1. A trade or firm or concern name shall be restricted to the name(s) of
the proprietor/partners or a name which is already in use.

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2. A trade/firm name may include the name(s) of the member(s) as
it/they appear in the Register of Members in the following manner:

(i) For Sole proprietorship concern:

(a) Name comprising first name and/or middle name and/or
surname of the member, in any order, with or without
commonly used suffix or prefix

(b) Initials of the first name and/or middle name and/or
surname, in whichever order

(c) Combination of (a) and (b) above, in any order

(d) Parts of or prevalent abbreviations of or acronyms of
commonly used names alongwith any combination
referred to in (c) above

(ii) For Partnership firm:

(a) Full surnames of two or more partners

(b) Full first names of two or more partners

(c) Combination of first names and / or middle names and/or
surnames of two or more partners with or without
commonly used suffix or prefix

(d) Combination of initials of first names and/or middle names
and/or surnames of the two or more partners

(e) Combination of (c) and (d) above, in any order

3. General

(i)

A trade or firm name shall not be approved if the same or
similar or nearly similar name is already used by a

Company Secretary in practice or which resembles the
name of Company Secretary in practice or firm of such

Company Secretaries and has been entered in the Register
of office of firms.

(ii) A trade/firm name shall not contravene the provisions of

The Names and Emblems (Prevention of Improper Use)

Act, 1950 or any modification/re-enactment thereof.

(iii) The trade or firm name may be suffixed by the suffixes “&

Co.”, “& Company” or “& Associates”. However, any suffixes
that may be considered undesirable by the Council shall
not be allowed.

(iv) The word “and”/ “&”could be used in between the first

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Company Secretary in Practice – Ready Reckoner
name/middle name/surname including initials thereof, of
the partners of the firm.

(v) A firm name may also be allowed without the use of the
suffixes “& Co.”, “& Company” or “& Associates” provided
full first names and/or full middle names and/or full
surnames of the partners are used. Also, in such cases, the
word “&”/”and” is compulsorily to be used either in
between the full first names and/or full middle names
and/or full surnames of the partners or before the last full
first name/full middle name/full surname of the partners.

(vi) The name of a sole proprietorship concern shall not be
allowed without the use of suffixes “& Co.” / “and

Company” / “& Associates”.

(vii) A trade/firm name, which has no relationship with the
name of member(s) as above, shall not be allowed.

(viii) Descriptive trade/firm names viz. Fire, Smash, Leader,

Champion, Mastermind, Super, Supreme etc. shall not be
allowed.

(ix) Trade/firm names denoting publicity shall not be allowed.

Any trade/firm name, regardless of reason or logic, using
the initials, acronyms or full forms of any profession
whether used individually and/or collectively and/or in
any order, shall not be allowed. The use, therefore, of CA,

CS, CMA, MBA, CACMA, CACS, CSCA, CSCMA, CMACS,

CMACA, Secretary, Accountant, Management, Chartered

Accountant, Cost Accountant, Chartered Secretary etc.,
shall not be allowed. However, trade/firm names matching
with the group name/theme shall be allowed, if the same is
not in contradiction with any other criteria.

(x)

The name, middle name and surname of the member shall
conform to the name, middle name and surname as they
appear in the register of members.

(xi) In case any change in the status of the firm from individual
firm to partnership firm or vice-versa, the firm name
already been in use by any of the partner or individual
could be approved provided there is no objection by any of
the partners or individual.

(xii) A trade/firm name which was in use by a proprietor or

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partners shall not be allowed to any other member or
members for a period of three years of the closure of firm.

The name may be re-allotted to the same member or
members’ upto a period of three years of the closer of the
firm. In the event of removal of name of a practising
member, after the expiry of the period of three years, the
said trade/firm may be allowed to any member or
members who are eligible for allotment of such name
under the guidelines.

(xiii) After various permutations and combinations under
guidelines 2(i) and (ii) have been exhausted and the
member is not able to get approval of firm/trade name in
accordance with the same, he may be permitted to adopt or
coin a firm/trade name out of the names of his/her family
members provided that such name was not already
registered by some other members. The terms “family” for
this purpose means husband, wife, father, mother, son and
daughter. An affidavit or other evidence to the satisfaction
of the Secretary is to be produced in such cases.

(xiv) Any reconstitution of the firm with the same firm name
shall not have effect except with the prior approval of the

Council pursuant to Regulation 170.

(xv) Approval accorded by the ICSI for any trade/firm name
shall not tantamount to any protection by the ICSI in case
of any dispute arises affecting to Intellectual Property

Rights between any trade/firm with any other brand,
entity, business etc., outside the profession and in relation
to the name in dispute. The responsibility and liability in
such cases shall solely be of the concerned trade/firm and
at its own risk and costs and not of the ICSI. The ICSI shall
not be any party to any kind of dispute that may arise in
this regard.

Guidelines for Change in Name of Proprietorship Concern/Firm of

Company Secretary(ies)

In case an existing proprietary concern/firm of Company Secretary (ies)

desires to change its name, the following conditions shall be fulfilled:

(a) An application for change in name of the firm (preferably
mentioning its Unique Code Number) shall be submitted along with
the Form for giving particulars of Offices and Firms duly filled- in.

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(b) All the existing partners of the firm must sign the application and
the Form duly filled- in.

(c) In the case of a proprietary firm, an application along with the Form
for giving particulars of Offices and Firms (mentioning its Unique

Code Number) is to be submitted duly filled-in and signed by the
proprietor.

(d) The application for approval of the firm name along with the Form
should be sent to the Directorate of Membership, ICSI.

(e) The new proposed name will be approved under the provisions
contained in Regulations 169 and 170 of the CS Regulations, 1982.

(f) The letter granting approval of a trade / firm name will be sent at
the address mentioned in the Form for giving particulars of Offices
and Firms.

(g) The Proprietorship concern/firm of Company Secretary (ies) which
has requested for change in name, upon approval shall mention

“formerly known as (old name)” for a period of one year from the
date of approval of the changed name.

Approval for Constitution/Reconstitution of Firms (Reg. 170)

No firm of Company Secretaries shall be constituted or reconstituted
without the prior approval of the Council. The Council shall not refuse to
accord its approval to the constitution or reconstitution of the firm unless it
is of the opinion that the terms of the partnership agreement permit
directly or indirectly, the doing of anything by the firm or its partners which
amounts to professional misconduct or that the terms of conditions of the
partnership agreement are not fair and reasonable or that having regard to
the circumstances of the case, the proposed constitution or reconstitution
of the partnership would not be in the interest of the general public. A
member can practice individually as well as, as a partner in one or more
firms of Company Secretaries.

Display of Particulars on Website by Practising Company Secretaries

The Institute has allowed the practicing members to display their specified
particulars on websites in the prescribed manner and subject to the

Guidelines for Advertisement by Company Secretary in Practice. The text of
these guidelines has been given in Appendix VI.

Penalty for False Practice

Any member of the Institute who represents that he is in practice or
practices as Company Secretary without obtaining a certificate of practice

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29

would be liable to be prosecuted under clause (b) of Section 24 of the Act.

As per clause (b) of Section 24 of the Act, any person who being a member
of the Institute but not having a certificate of practice, represents that he is
in practice or practices as a Company Secretary, shall be punishable on first
conviction with fine which may extend to one thousand rupees, and on any
subsequent conviction with imprisonment which may extend to six months,
or with fine which may extend to five thousand rupees, or with both.

Companies Prohibited from Practising as Company Secretaries

Section 26 of the Act prohibits companies whether incorporated in India or
elsewhere from practising as Company Secretaries. Any company
contravening this provision shall be punishable on first conviction with fine
which may extend to one thousand rupees, and on any subsequent
conviction with fine may extend to five thousand rupees.

Members in practice to carry out non-attestation services through the
new business structure of Limited Liability Partnership

The Council at its 227th Meeting held at New Delhi on January 18, 2015
while approving the formation of LLPs by PCS granted general permission
to the members in practice to:

(a) become designated / active partner of a limited liability partnership

(LLP) the objects of which include carrying out attestation services
which fall within the scope of the profession of Company Secretaries
irrespective of whether or not the practising member holds
substantial interest in that LLP;

(b) become passive partner of LLP which is engaged in any other
business or occupation provided that the practising member does
not hold substantial interest in that LLP.

For the purposes of the above resolution:

(i) “Attestation Services” include Secretarial Audit and Certification of

Annual Return in terms of the provisions of the Companies Act,

2013.

(ii) Non-attestation Services” means services which are not attestation
services.

(iii) A “passive partner” means a partner of LLP who fulfils the following
conditions:

(a) he must not be a designated partner;

(b) subject to the LLP agreement, he may make agreed contribution

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Company Secretary in Practice – Ready Reckoner
to the capital of LLP and receive share in the profits of the LLP;
and

(c) he must not take part in the management of the LLP nor act as
an agent of the LLP or of any partner of the LLP;

However, none of the following activities shall constitute taking part in the
management of the LLP:

(1) Enforcing his rights under the LLP agreement (unless those rights
are carrying out management function).

(2) Calling, requesting, attending or participating in a meeting of the
partners of the LLP.

(3) Approving or disapproving an amendment to the partnership
agreement.

(4) Reviewing and approving the accounts of the LLP;

(5) Voting on, or otherwise signifying approval or disapproval of any
transaction or proposed transaction of the LLP including –

(a)

the dissolution and winding up of the LLP;

(b)

the purchase, sale, exchange, lease, pledge, mortgage,
hypothecation, creation of a security interest, or other
dealing in any asset by or of the LLP;

(c)

a change in the nature of the activities of the LLP;

(d)

the admission or removal of a partner of the LLP;

(e)

transactions in which one or more partners have an actual
or potential conflict of interest with one or more partners
or the LLP;

(f)

any amendment to the LLP agreement;

(iv) a member shall be deemed to have a “substantial interest” in an LLP
if he is entitled at any time to not less than 25% of the profits of such

LLP.

Unqualified Persons not to Sign Documents

Section 27 of the Act, prohibits any person other than a member of the

Institute to sign any document on behalf of a Company Secretary in Practice
or a firm of such Company Secretaries in his or its professional capacity.

Any person contravening this provision shall, without prejudice to any
other proceedings which may be taken against him, be punishable on first

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31

conviction with fine not less than five thousand rupees but which may
extend to one lakh rupees, and on any subsequent conviction with
imprisonment for a term which may extend to one year or with a fine not
less than ten thousand rupees but which may extend to two lakh rupees, or
with both.

Peer Review

Excellence is the hallmark of success in a competitive environment. The
performance can be judged and enhanced to that level of excellence only by
evaluation by a competent professional. The Council of the Institute,
therefore, in its 202nd meeting held on 25th and 26th August, 2011 decided
to introduce Peer Review for Practising Company Secretaries to periodically
review the PCS firms and evaluate the quality, sufficiency of systems,
procedures and practices, so that excellence in their performance is
maintained. Refer Appendix II for the text of the Guidelines for Peer Review
of Attestation Services by Practicing Company Secretaries

Misconduct

Chapter V of the Act deals with misconduct. Section 22 of the Act provides
that the expression ‘Professional Misconduct’ shall be deemed to include
any act or omission specified in the Schedules to the Act. It is further
provided that nothing in this section shall be construed to limit or abridge
in any way the power of the Council to inquire into the conduct of any
member of the Institute under any other circumstances.

The acts and omissions on the part of the member which would be deemed
to be professional misconduct within the meaning of the Company

Secretaries Act, are specified in the First Schedule and the Second Schedule
to the Act.

Procedure in inquiries relating to misconduct of Members

Chapter V of the Company Secretaries Act, 1980 and Regulations 15 to 19 of

Company Secretaries Regulations, 1982 prescribe the procedure relating to
complaints and inquires relating to Professional or other misconduct of
members of the Institute. The same are reproduced in Appendix VIII.

Disciplinary Cases

Members in practice are expected to exhibit a high degree of professional
ethics by meticulously following the code of conduct framed in this regard.

Professional misconduct is punishable under Chapter V of the Company

Secretaries Act, 1980. Members in practice have to bear in mind the
provisions of the Company Secretaries Act and particularly the practices set

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Company Secretary in Practice – Ready Reckoner
out in the First Schedule thereof since adopting such practices would
amount to professional misconduct. With the growth in the practising side
of the profession, instances of professional misconduct have also surfaced
with the result a number of complaints regarding professional misconduct
are being received by the Institute and the Disciplinary Committee of the

Council and the Council have been looking into such complaints. It would be
beneficial for the members in practice to know the nature of complaints,
findings of Disciplinary Committee and orders of the Council in such cases.

A gist of decisions in disciplinary cases decided by the Council is
reproduced in Appendix XVII.

Recognitions to Company Secretaries

Some important Statutes/Rules/Institutions have recognised Company

Secretaries in Practice for certain purposes. A list of such recognitions
secured and other recognitions secured for the profession is given in

Appendix I.

Guidance Notes

The Professional Development Committee of the Institute has, in
consultation with various agencies, evolved Guidance Notes for the benefit
of members in practice. These Guidance Notes indicate as to how a member
in practice should approach certain aspects of certification in order to avoid
any wrong statement or misleading information being furnished to the
clients. These are merely illustrative and as situations may warrant
different treatment based on the facts and circumstances of each case, it is
emphasized that Company Secretaries in Practice may have to exercise due
diligence and caution in discharging their duties and also in upholding of
the traditions of the profession keeping in view the Code of Conduct and
provisions contained in the Act, Schedules and Regulations applicable to
them.

Preparation for Practice

Starting practice is like starting business. Therefore there must be a clear
vision of objectives in several areas of practice, clientele, etc. By setting up
practice, one will be on one’s own and not under the umbrella or
constraints of a large or small employer.

Letter-heads, Visiting Cards, etc.

Generally, it is regarded as a good practice to ensure that letter-heads,
visiting cards, etc. are of good quality. The first impression should create a
good impression.

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Professional Fees

In general, it is not practicable to produce a suggested fee scale due to the
wide variety of client work, expertise offered, external competition and
local conditions.

Professional fees should be a fair reflection of the work performance for the
client, taking into account:

1. the skill and knowledge required for the type of work involved;

2. the level of training and experience of the persons necessarily
engaged in the work;

3. the time necessarily occupied by each person engaged in the work;
and

4. the degree of responsibility which the work entails.

Professional fees should normally be computed on the basis of appropriate
rates per hour or per day for the time of each person engaged in the work.

Some Tips

Setting up practice is not necessarily an easy road to riches, the risks are
considerable, as in all business ventures, but they should not be
exaggerated. You must therefore1:

1. Not believe that business will come of its own accord.

2. Not expect that the business world or the public will necessarily
know what a Company Secretary is, or that you are comparable to
an accountant or solicitor.

3. Not assume that there is a market for “general administrative”

skills’. If there is, it is hard to find.

4. Not neglect doing your own basic market research. It is dangerous
to rely too heavily on one major client or a major areas of activity.

Failure or withdrawal of a major client or a severe reduction in the
volume of work of a kind from which the majority of fees emanates
can endanger the practice and can prove difficult to replace quickly.

5. Not mortgage your home, take expensive office space on long lease,
unless you are certain of sufficiency of work over a long period.

6. Not operate on bank facilities or ‘hard-core’ overdraft, unless again
you are certain on the long-term outcome.

1. The Chartered Secretary in Public Practice – The ICSA, London.

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7. Not rely on the swift payment of bills irrespective of agreement
with clients.

Business acumen is the key to survival in public practice

For Guide to Setting up of Practice please refer Appendix III

Market potential

Practice is selling of professional services. To identify the market, a
thorough and careful market study to find out the possible clientele,
competition to be faced and how to attract new business has to be made. It
is a sound rule not to put too many eggs in one basket. Although,
advertising and publicity are now allowed, in selling professional services,
these are not very much rewarding. There cannot be a substitute for hard
work and best performance.

Status

Before starting the practice, consider the advantages and disadvantages of
forming partnership or of acting as a sole proprietor. There may be
advantages in taking a partner, the initial working capital per partner is
likely to be less; the workload can be shared and each partner can spend
time in developing new work.

Challenges Before the Practising Company Secretaries

The increasing importance of trade in service and ongoing negotiations on
professional services under WTO-General Agreement on Trade in Services

(GATS) provide glimpses of the future shape of professional services. The
globalisation which is not just inevitable, but desirable too calls for better
management of multi cultural environment, faster responses to change and
subscription to globally accepted standards of quality and professional
ethics and requires Company Secretaries to jettison the processes of
yesterdays. In the overall setting, the Company Secretaries have to
reposition themselves as competitive differentiator through value addition
all along the value chain. As change is only certain and continuous, they
should continuously be accommodative to changes and constantly innovate
to stay ahead of others, in terms of competitiveness, excellence and
performance. Practising Company Secretaries should exercise professional
independence in relation to his work. He should scrupulously observe the
criterion of objectivity in his work and should not detract himself form the
independent and objective approach. In case pressures built around him are
such that the choice lies between deviating from the path of independence
or resigning from the position of Practising Company Secretary, he should
choose the latter.

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It is also duty of a Practising Company Secretary to:

(1) conduct himself in a manner consistent with the high ideals of the
profession of Company Secretaries and the dignity of the Institute.

(2) uphold the cause of the profession and the Institute in corporate,
national and international affairs in which he may have the
opportunity to participate.

(3) help the younger members in the profession and inculcate in them
a sense of professional discipline.

Role for Company Secretary in Practice

 Secretarial Audit (Section 204): Every listed company and a
company belonging to other class of companies as may be
prescribed to annex a Secretarial Audit Report with its Board’s
report;

 Such Secretarial Audit report to be given by a Company

Secretary in Practice, in such form as may be prescribed.

 As per Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the other class of
companies shall be other class of companies shall be as
under (a) every public company having a paid-up share
capital of fifty crore rupees or more; or; (b) every
public company having a turnover of two hundred fifty
crore rupees or more

The Board of Directors, in their report shall explain in full
any qualification or observation or other remarks made by
the Company Secretary in Practice in his report.

Powers/duties of auditors apply mutatis mutandis to CS in
practice conducting secretarial audit.

Precertification of e-forms

Company Secretaries are recognized to pre-certify the e-forms
which are required to be filed with the Registrar.

Duty to report fraud:

A very significant duty has been cast on the company secretary
in practice under section 143 (12) the Companies Act, 2013.

It provides that if the company secretary in practice, in the
course of the performance of his duties as auditor, has reason
to believe that an offence of fraud involving such amount or

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Company Secretary in Practice – Ready Reckoner
amounts as may be prescribed (rupees one crore or above in
terms of Rule 13 of the Companies (Audit and Auditors) Rules,

2014), is being or has been committed in the company by its
officers or employees, the auditor shall report the matter to the

Central Government within such time and in such manner as
may be prescribed:

Provided that in case of a fraud involving lesser than the
specified amount, the auditor shall report the matter to the
audit committee constituted under section 177 or to the Board
in other cases within such time and in such manner as may be
prescribed.

Provided further that the companies, whose auditors have
reported frauds under this sub-section to the audit committee
or the Board but not reported to the Central Government, shall
disclose the details about such frauds in the Board's report in
such manner as may be prescribed.”

In case, company secretary in practice does not comply with
the provisions of section 143(12), he shall be punishable with
fine which shall not be less than one lakh rupees but which
may extend to twenty-five lakh rupees.

As per the Companies (Audit and Auditors) Rules, 2014, in case
the auditor has sufficient reason to believe that an offence
involving fraud, is being or has been committed against the
company by officers or employees of the company, he shall
report the matter to the Central Government immediately but
not later than sixty days of his knowledge.

Sub-section (13) of Section 143 provides that no duty shall be
regarded as having been contravened by reason of his
reporting the matter (fraud) if it is done in good faith.

Voting through electronic means

Every listed company or a company having not less than one
thousand shareholders, provide to its members facility to
exercise their right to vote at general meetings by electronic
means;

during the e-voting period, shareholders holding shares either
in physical form or in dematerialized form, as on the record
date, may cast their vote electronically;

once the vote on a resolution is cast by the shareholder, he
shall not be allowed to change it subsequently;

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the Board of Directors to appoint one scrutinizer, who may
be chartered Accountant in practice, Cost Accountant in
practice, or Company Secretary in practice or an advocate,
but not in employment of the company and is a person of
repute who, in the opinion of the Board can scrutinize the
e-voting process in a fair and transparent manner:

the scrutinizer to maintain a register either manually or
electronically to record the assent or dissent, received and
other details as provided under the rules;

Manner in which the Chairman of meeting shall get the poll
process scrutinised and report thereon is provided under the
rules.

Report on the AGM (Section 121)

A Company Secretaries is authorised to sign the report on every AGM
alongwith two directors one of whom shall be the MD if there is one.

Appointment as Administrator (Section 259)

Company Secretaries along with other professionals have been
recognized for being appointed as Interim/Company Administrator
from the panel to be maintained by the Central Government or any
institute or agency authorised by the Central Government, in respect of
rehabilitation of revival and sick companies.

Company Liquidators (Section 275)

Company Secretaries have been recognized to be appointed as

Provisional Liquidator or the Company Liquidator, from a panel to be
maintained by the Central Government.

Professional assistance to Company Liquidator (Section 291)

The Company Liquidator may, with the sanction of the Tribunal,
appoint one or more professionals including Company Secretaries to
assist him in the performance of his duties and functions under the Act.

Qualifications of Tribunal (Section 409)

A Company Secretary in practice is eligible to become a Technical

Member of National Company law Tribunal, if he is practising for at
least fifteen years.

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Adjudication of Penalties (Section 454)

o

Section 454 provides for appointment of adjudicating officers for
adjudging penalty under the provisions of Companies Act.

o

The adjudicating officer shall have power by an order to impose
penalty on the company and the officer who is in default for non-
compliance or default after giving a reasonable opportunity of
being heard.

o

The adjudicating officer shall, before imposing any penalty, give a
reasonable opportunity of being heard to such company and the
officer who is in default.

o

Any person aggrieved by an order will have a right to prefer an
appeal to the Regional Director.

o

This would greatly enhance role of Company Secretaries both in
employment as well as in practice as they would be called upon
to represent the companies before the Registrar/Regional

Director in such matters.

Enhancement of Penalties
o The Companies Act, 2013 has proposed enhanced penalties
with maximum and minimum quantum of penalty for each
offence with deterrence for repeated defaults.

o This would result in better compliance of law by companies
through more and more reliance on services of professionals
like Company Secretaries.

Duties and Liabilities of Directors

The role and responsibility of the directors are specifically laid down.

With the duties and responsibilities specifically attached to them, the
directors would look forward to the advice and assistance of
professionals like Company Secretaries in the discharge of their duties.

Enhanced Disclosures

To promote good governance, detailed disclosures are contemplated
under the Act, for compliance of which the companies would look
forward to professionals including Company Secretaries.

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Insolvency, Rehabilitation, Liquidation and Winding Up

Revised framework for regulation of mergers and amalgamations,
insolvency, rehabilitation, liquidation and winding up of companies
offers great scope for Companies Secretaries not only to act as
liquidator/administrator but also to represent the various stakeholders
before the Tribunal.

Registered Valuer

A company Secretary in Practice with requisite experience and passing
the examination can become a registered valuer for conducting
valuation required under the Companies Act. A registered valuer may
conduct valuation as per Companies (Registered Valuers and Valuation)

Rules, 2017 if required under any other law or by any other regulatory
authority.

Other recognitions for CS/Other Professionals

- Serious Fraud Investigation Office to consist of experts from
banking, taxation, corporate affairs, law, capital market.

Company Secretaries may opt for this.

- Central Govt. to maintain panel of experts (Mediation &

Conciliation Panel) consisting of experts having prescribed
qualifications for mediation between the parties during the
pendency of proceedings before Central Govt./NCLT/NCLAT.

- Legal representation in proceedings before NCLT/NCLAT.

- If compromise/arrangement is sanctioned then company shall
until completion of scheme, file a statement in prescribed
form/time with Registrar every year certified by CS in
practice indicating whether scheme is being complied with in
accordance with orders of Tribunal or not.

- After Winding up order- To assist promoters/directors
ordered to be examined by Tribunal in case of fraud.

- Professionals can also act as receiver of company.

***

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APPENDICES

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APPENDIX I

Guidelines for use of Individual Logo by Company Secretaries in

Practice

In exercise of the powers conferred by Clause (1) of Part II of the Second

Schedule to the Company Secretaries Act, 1980 (56 of 1980), as amended
by the Company Secretaries (Amendment) Act, 2006, the Council of the

Institute of Company Secretaries of India hereby issues the following
guidelines:

1.

Introduction

1.1 The Institute of Company Secretaries of India, (the Institute)

constituted under the Company Secretaries Act, 1980 (the Act) is a
statutory body to develop and regulate the profession of company
secretaries in India. Members of the Institute who hold the

Certificate of Practice issued by it are authorised to practise the
profession of Company Secretaries and these members are known
as Company Secretaries in Practice.

1.2 The Council of the Institute of Company Secretaries of India at its

230th meeting held on 17th June, 2015 approved the following

Guidelines for Use of Individual Logo by Company Secretaries in

Practice.

1.3 The Guidelines herein, as issued by the Central Council of the

Institute on 1st September, 2015 deal with the manner in which a

Company Secretary in Practice can design and use their individual
logo on letter head, visiting cards, uniform for the employees of
their firm, websites, advertisement materials, name boards, other
stationery, invoices, packing material, stickers, sponsorship
material, etc.

1.

Any non compliance or violation of these Guidelines as may be in
force from time to time in any manner whatsoever shall be deemed
to be an act of professional misconduct and the concerned member
shall be liable to disciplinary proceedings under the Act.

2.

Key Definitions

For the purposes of these Guidelines,

2.1 The “Act” means the Company Secretaries Act, 1980.

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2.2 “Institute” means the Institute of Company Secretaries of India.

2.3 “Advertisement or advertising” means advertisement or
advertising in any mode including written, recorded, displayed
communication through print or electronic mode or otherwise
including in newspapers, journals, internet, online, websites,
banners, letters, circulars issued, circulated or published in
accordance with these guidelines.

2.4 “Brand” is the perceived emotional corporate image as a whole.

2.5

“Company Secretary in Practice” means a member of the Institute
who is in the practice of the profession of Company Secretaries in
terms of Section 2(2) of the Company Secretaries Act, 1980.

2.6 “Practice Unit” means a sole practitioner, partnership or any other
entity of professional Company Secretaries as may be permitted by
law and constituted under The Company Secretaries Act, 1980 and

Regulations made thereunder.

2.7 “Identify” means the visual aspects that form part of the overall
brand.

2.6 “Logo” is any visual construct that identifies a business in its
simplest form via the use of a mark or icon or any word written in a
particular manner or a combination of these. A logo identifies a
company or product via the use of a mark, flag, symbol or
signature.

2.7 “Tag Line” refers to a memorable phrase or sentence that is closely
associated with a particular person, product, service, etc. It may be
a reiterated phrase identified with an individual, group, product or
service.

The terms not defined herein shall have the same meaning as
assigned to them in the Company Secretaries Act, 1980, Trade

Marks Act, 1999, Designs Act, 2000, Indian Copyright Act, 1957,

The Emblems And Names (Prevention of Improper Use) Act, 1950
and the rules and regulations made thereunder.

3.

Logo for Members

3.1 The members of the Institute have been allowed to use the
following logo on their visiting cards and letter head to indicate
that an individual company secretary is a member of The Institute
of Company Secretaries of India.

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3.2 The Council of the Institute has laid down that while using the
letters ‘CS’ on their letter heads and visiting cards, the company
secretaries need to ensure that the width of the logo when used
along with the name of the member should not be more than 125%
of the size of the characters used for publishing the name. When
the ‘CS’ logo is used as a standalone on visiting cards and letter
heads then it should not exceed 1cm (0.39 inch) in height. The logo
is to be printed in navy blue colour only.

3.3 The same logo may be used on the website of the firm of Company

Secretaries in Practice, visiting cards, name boards and
advertisements whether in print or electronic media.

3.4 If, for any reason, an individual’s membership should lapse or be
cancelled, the logo must immediately be removed from any written,
printed or electronic materials maintained, displayed or
distributed.

3.5 The Logo for members cannot be modified, manipulated or
changed in any way from its original design, nor can it be used as a
feature or design element of any other logo (e.g. a PCS firm logo).

3.6 The CS member logo cannot be used to imply an endorsement by

ICSI of any PCS firm or any practice group.

3.7 The CS Member logo is open only to individual Company

Secretaries, not to firms of Company Secretaries in Practice.

Therefore, use of the logo cannot imply membership in ICSI by a
firm, only by an individual Company Secretary.

1.

ICSI reserves the right to monitor the use of the logo at all
times and may direct a member who is in violation of these
usage guidelines to remove the logo immediately at the
member’s cost.

2.

The Individual Logo

4.1 A logo is something very specific that one can see. It’s a mark,
something graphic / visual. It is the face of the business. It’s like a
small “ad” that can be put at various places for brand building. It
can be used on business cards, websites, power point
presentations, apparel, letterheads, stickers and more.

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4.2 While designing the individual LOGO each member shall ensure the
following:

(i)

The Logo is not in contravention of the provisions of the

Company Secretaries Act, 1980, Trade Marks Act, 1999,

Designs Act, 2000, Indian Copyright Act, 1957, The

Emblems And Names (Prevention of Improper Use) Act,

1950 and the rules and regulations made thereunder.

(ii) The Logo is professional and gives a good impression
about the Practice Unit.

(iii) The Logo of the Practice Unit is representative of the name
of the Practice Unit or the services provided by the

Practice Unit.

(iv) If any tag line is used along with the Logo then the tag line
and the Logo are in cohesion.

(v)

In case the Logo is used in a website or in a power point
presentation or in any digital media then it is either static
or if animated the same is sober looking.

(vi) In case the logo is used in digital media and some music /
jingle is attached to it, then the music should be soothing
and should establish a connect with the logo.

(vii) The Logo shall be in compliance with the ethical principles
enshrined in the Code of Conduct issued by the Institute.

(viii) The Logo shall conform to the highest levels of dignity and
ethical behaviour.

(ix) The Logo is consistent with the core idea that make up the

Practice Unit, showing what it stands for, what it believes
in and why it exists.

(x) In case a particular typography is used in creating a Logo
design, then such typography should be simple and legible.

(xi) The Logo is legible when used in any media such as
newsprint, electronic media and mobile devices.

(xii) The Logo is not an imitation of an existing Logo of any
organisation or brand.

(xiii) The development of the logo must be supported by an

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explanation / justification as to meaning, objectives of each
word / design of logo, which shall be produced by the firm,
on demand by the Institute.

4.3 Undesirable Logo

(1) The logo shall be considered undesirable, if it includes any word or
words which are offensive to any section of the people;

(2) The logo shall also be considered undesirable, if¬

(i)

the proposed logo is identical with or too nearly resembles
the logo of a Practice Unit;

(ii) it is not in consonance with the principal objects of the
practice unit Provided that every logo need not be
necessarily indicative of the objects of the Practice Unit,
but when there is some indication of objects in the logo,
then it shall be in conformity with the objects of Practice

Unit;

(iii) it resembles closely the popular or abbreviated description
of an existing Practice Unit;

(iv) the logo implies association or connection with embassy or
consulate or a foreign government;

(v)

the logo includes or implies association or connection with
or patronage of a national hero or any person held in high
esteem or important personages who occupied or are
occupying important positions in Government;

(vi) the logo is identical to the logo of a Practice Unit dissolved
as a result of liquidation proceeding and a period of two
years have not elapsed from the date of such dissolution:

(vii) the logo include words such as ‘Insurance’, ‘Bank’, ‘Stock

Exchange’, ‘Venture Capital’, ‘Asset Management’, ‘Nidhi’,

‘Mutual fund’ etc., unless a declaration is submitted by the
applicant that the requirements mandated by the
respective regulator, such as IRDA, RBI, SEBI, MCA etc.

have been complied with by the applicant;

(viii) the proposed logo includes the word “State”,

(ix) it is intended or likely to produce a misleading impression

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regarding the scope or scale of its activities which would
be beyond the resources at its disposal:

(3) The following words and combinations thereof shall not be used as
part of a logo in English or any of the languages depicting the same
meaning ¬

(a)

Board;

(b)

Commission;

(c)

Authority;

(d)

Undertaking;

(e)

National;

(f)

Union;

(g)

Central;

(h)

Federal;

(i)

Republic;

(j)

President;

(k)

Rashtrapati;

(l)

Small Scale Industries;

(m) Khadi and Village Industries Corporation;

(n)

Financial, Corporation and the like;

(o)

Municipal;

(p)

Panchayat;

(q)

Development Authority;

(r)

Prime Minister or Chief Minister;

(s)

Minister;

(t)

Nation;

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49

(u)

Forest corporation;

(v)

Development Scheme;

(w) Statute or Statutory;

(x)

Court or Judiciary;

(y)

Governor;

(z)

the use of word Scheme with the name of Government (s),

State, India, Bharat or any government authority or in any
manner resembling with the schemes launched by Central,
state or local Governments and authorities; and

(za)

Bureau

4.4 Use of the individual LOGO The individual logo may be used on

(i)

Stationery (Letterhead, business cards, envelopes, etc.)

(ii) Branding Collateral (Flyers, brochures, books, website,
etc.)

(iii) Apparel Design (Tangible clothing items that are worn by
employees)

(iv) Signage (Interior & Exterior design)

(v)

Messages & Actions (Messages conveyed via indirect or
direct modes of communication)

(vi) Other Communication (Audio / video, etc.)

(vii) Anything visual that represents the business.

5.

Disclaimer

The contents or design of the logo are the sole and exclusive
responsibility of the member. The Institute of Company Secretaries
of India shall not own any responsibility whatsoever for such
contents or claims by the member.

6.

Responsibility for the observance of these Guidelines

6.1 The responsibility for the observance of these guidelines lies with
members who create, place or publish any Logo or assist in the
creation or publishing of any Logo covered under these guidelines.

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6.2 Members are expected not to commission, create, place or publish
any Logo which is in contravention of these Guidelines. This is a
self imposed discipline required to be observed by all those
involved in the commissioning, creation, placement or publishing
of Logo(s).

7.

EFFECTIVE DATE:

7.1 These guidelines become effective from 1st September, 2015.

By order of the Council

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APPENDIX II

Guidelines for Peer Review of Attestation Services by Practising

Company Secretaries

(As amended by the Council in its 229th Meeting held on March 19-20, 2015)

1.

Introduction

The Company Secretaries Act, 1980 (the Act) was enacted to make
provision for the regulation and development of the profession of

Company Secretaries. The Institute of Company Secretaries of India
set up under the said Act has been conducting examinations and
prescribing standards for adherence by its members.

The concept of whole-time practice, which gained its initial
recognition in 1988, gained momentum after the enactment of the

Companies (Amendment) Act, 2000 which required Compliance

Certificate to be issued by Practising Company Secretary for certain
size of companies Our members in practice are also being
recognised for issuing certificates under various laws. The

Companies Act, 2013 has also introduced secretarial audit.

Excellence is the hallmark of success in a competitive environment.

The performance can be judged and enhanced to that level of
excellence only by evaluation by a competent professional. The

Council of the Institute, therefore, in its 202nd meeting held on

25th and 26th August, 2011decided to introduce Peer Review for

Practising Company Secretaries to periodically review the PCS
firms and evaluate the quality, sufficiency of systems, procedures
and practices, so that excellence in their performance is
maintained.

The Council of the Institute of has been constituted under the

Company Secretaries Act, 1980 for discharging the functions
assigned to the Institute under the Act. Section 15 of the Act
provides that “the duties of carrying out the provisions of this Act
shall be vested in the Council” and enumerates various duties of the

Council. With a view to regulate the profession of Company

Secretaries and in terms of the powers vested, the Council is thus
authorised to issue these guidelines for Peer Review and also
modify/ amend/ adopt new guidelines in this respect from time to
time. These guidelines serve as a mechanism intended to further
enhance the quality of professional services rendered by Practising

Company Secretaries over a period of time, thereby ensuring that
the profession of Company Secretaries continues to serve the
society in the manner envisaged.

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2.

Objectives

2.1

The main objective of Peer Review is to ensure that in carrying out
their attestation services and professional assignments, the PCS (a)

comply with the Technical Standards laid down by the Institute and

(b) have in place proper systems (including documentation
systems) for maintaining the quality of the attestation services
work they perform. The Council has specified in these guidelines
for Peer Review, the Technical Standards in relation to which peer
review is to be carried out. Peer review does not seek to redefine
the scope and authority of the Technical Standards specified by the

Council but seeks to enforce them within the parameters
prescribed by the Technical Standards.

2.2

Peer Review is directed towards maintenance as well as
enhancement of quality of attestation services and to provide
guidance to members to improve their performance and adhere to
various statutory and other regulatory requirements. Essentially,
through a review of attestation services engagement records, peer
review identifies the areas where a practising member may require
guidance in improving the quality of his performance and
adherence to various requirements as per applicable Technical

Standards.

2.3

These guidelines provide a framework of the Peer Review process
and the requirements of what is expected of a member during the
conduct of a peer review.

3.

Key Definitions - For the purpose of these guidelines

3.1

Attestation Services - Means services involving the secretarial audit
and issuance of various certificates, but does not include:

·

Management consulting Engagement;

·

Representing a client before the Authorities;

·

Testifying as expert witness; and

·

Providing expert opinion on points of principle, such as
secretarial standards or the applicability of certain laws, on
the basis of facts provided by the client;

·

The phrase ‘Attestation Services’ is used in these guidelines
interchangeably with secretarial or compliance audit

Services, Attestation Functions and secretarial audit
functions.

·

Scope of Peer Review on attestation services shall be as per

Para 7.1.(3).

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3.2

Engagement Records – means the records relating to the
attestation services covered in Para 7.1.3 and also includes the
letter of engagement, if any, issued to the Practice Units.

3.3

Firm – means a sole practitioner, partnership or any other entity of
professional Company Secretaries as may be permitted by law and
constituted under The Company Secretaries Act, 1980 &

Regulations made thereunder.

3.4

Member - Means a member of the Institute of Company Secretaries
of India.

3.5

Partner – includes any individual with authority to bind the firm
with respect to the performance of a professional services
assignment.

3.6

Practice Unit - Means members in practice, whether practicing
individually or a firm of Company Secretaries.

3.7

Peer Review - Means an examination and review of the systems,
procedures and practices to determine whether they have been put
in place by the practice unit for ensuring the quality of attestation
services as envisaged and implied/ mandated by the Technical

Standards and whether these were effective or not during the
period under review

3.8

Peer Review Board - Means a Board established by the Council in
terms of these Guidelines to conduct peer review. The expression

“Peer Review Board” is hereinafter referred to as “Board”.

3.9

Regulator – Means Government or any regulatory body constituted
by the Parliament or State Legislature who is/are empowered to
regulate the Acts which include various attestation services which
the Council may, from time to time, prescribe to cover as
attestation services for the purpose of peer review.

3.10 Reviewer -Means any member engaged to carry out peer review of
practice unit from the panel of reviewers.

3.11 Technical Standards - Mean and include:

·

Secretarial Standards issued by the Institute of Company

Secretaries of India, wherever mandatory;

·

Guidance Notes on Secretarial Standards issued by the

Institute of Company Secretaries of India;

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·

Compliance of the Guidance Notes issued by the Institute of

Company Secretaries of India;

·

Notifications/Directions issued by the Council of Institute of

Company Secretaries of India; and

·

Compliance of the provisions of the various relevant

Statutes and/or Regulations, which are applicable in the
context of the specific engagements being reviewed.

3.12 Qualified Assistant – means a person assisting the reviewer for
carrying out peer review, who is a member of the Institute and has
undergone adequate training in the manner considered
appropriate by the Board in terms of clause 15.1 of the Guidelines.

3.13 Words and expressions used and not defined in these guidelines
shall have the meanings assigned to them under the Company

Secretaries Act, 1980 and the Company Secretaries Regulations,

1982 framed thereunder and as amended from time to time.

4.

Authority of the Guidelines on Peer Review

4.1

The guidelines on Peer Review shall applyto all or any of the
following cases :

(a)

Whenever a peer review is mandated

(b)

Whenever a peer review is requested

(c)

Whenever peer review is conducted

4.2

The Guidelines on Peer Review are issued in relation to conduct of
members in attestation services:

·
to promulgate an appropriate mechanism for ensuring the
quality of attestation services and guide the members to
conduct themselves in a manner that the Council considers
appropriate;

·
to provide guidance in relation to the statutory powers and
obligations with respect to the parties involved in peer
review;

·
to prescribe the scope of peer review and the procedures to
be adopted during the conduct of a peer review; and

·
to establish the expected conduct of members during a peer
review.

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5

Powers of the Council

·

To constitute the Board and to fill in the vacancies arising in
the Board from time to time.

·

To decide upon, from time to time, the Technical Standards,
the implementation of which will fall within the purview of
the peer review process.

·

To refer such matters to the Board as the Council may deem
fit.

6

Peer Review Board

6.1

Establishment and Appointment

(1) The Board shall be established by the Council.

(2) The Board shall consist of not less than seven members to
be appointed by the Council, of whom at least four shall be
from amongst the Members of the Council.

(3) The balance members of the Board shall be drawn from
amongst prominent members of high integrity and
reputation, including but not limited to, former public
officials, regulatory authorities etc.

(4) The Council shall appoint the Chairperson and the Vice-

Chairperson from amongst the Members of the Council.

(5) At least one-half of Council Members on the Board shall
hold Certificate of Practice.

(6) The tenure of the Peer Review Board shall be co-terminus
with the tenure of the Council and the term of a member
shall be for such period as may be prescribed by the

Council.

(7) Any vacancy(ies) on the Board shall be filled in by the

Council.

(8) Members of the Disciplinary Committee of the Institute of

Company Secretaries of India shall not concurrently serve
on the Board.

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6.2

Meetings

(1) No business shall be transacted at a meeting of the Board
unless there are present at least three members, including
the Chairperson or, in his absence, the Vice-Chairperson.

(2) If there is noquorum within half an hour of the time fixed
for the meeting, the meeting shall stand adjourned to a date,
time and place fixed by the Chairperson or, in his absence,
the Vice-Chairperson.

(3) The Board shall meet not less than four times in a year,
provided that not more than 120 days shall elapse between
two consecutive meetings of the Board.

6.3

Reporting

The Board shall submit proceedings of the meeting of the Board
within 30 days from the date of its meeting, to the Council.

7.

Scope of Peer Review

7.1

The peer review process is directed at the attestation services as
per Para 7.1(3) of a practice unit.

(1) Once a practice unit is selected for review, its engagement
records pertaining to the immediately preceding financial
year shall be subjected to review.

(2) The Review shall focus on:

(i)

Compliance with Technical Standards.

(ii) Quality of Reporting.

(iii) Office systems and procedures with regard to
compliance of attestation services, systems and
procedures.

(iv) Training Programs for staff (including trainees)

concerned with attestation functions, including
appropriate infrastructure.

(3) The following attestation services will be covered:

(i)

Signing of Annual Return pursuant to proviso to
sub-section (1) of section 161 of the Companies Act,

1956.

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(ii) Certification/ Signing of Annual Return pursuant to
section 92 of the Companies Act, 2013.

(iii) Issuance of Compliance Certificate pursuant to
proviso to subsection (1) of section 383A of the

Companies Act, 1956.

(iv) Issuance of Secretarial Audit Report in terms of

Section 204 of the Companies Act, 2013

(v)

Issuance of Certificate of Securities Transfers in

Compliance with the Listing Agreement with Stock

Exchanges.

(vi) Certificate of reconciliation of capital, updation of

Register of Members, etc. as per the Securities &

Exchange Board of India’s Circular D & CC/Cir-

16/2002 dated December 31, 2002.

(vii) Conduct of Internal Audit of Operations of the

Depository Participants.

(viii) Certification under Clause 49 of the Listing

Agreement.

Since law is a dynamic subject, situations may arise whereby
regulatory prescriptions may necessitate certification in other
areas also in due course. The Council may include other attestation
services under the scope of Peer Review from time to time.

Wherever there is a mention of the Companies Act 2013 it is to be
read with its Rules, Notifications, Circulars, Guidelines etc. issued
from time to time by the Ministry of Corporate Affairs.

8

Powers of the Board

8.1

The duty of carrying out the provisions of these guidelines shall be
vested in the Board.

8.2

In particular, and without prejudice to the generality, of the
foregoing powers, the duties of the Board shall include:

(1) To call for information from practice units in such form, as
amended from time to time, as it deem fit.

(2) To maintain a panel of Reviewers.

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(3) To define the terms of appointment of the reviewers.

(4) To send a Panel of at least 3(three) reviewers (from the

Board’s own panel) to the practice unit and allow the
practice unit to choose any one reviewer from the panel so
forwarded to it.

Provided that in case the practice unit would like to have
reviewers from another State/Region (and undertakes
tobear the extra costs that would be incurred for TA/DA etc.)

and none of the reviewers as identified by the Board for the
practice unit are from outside the place of business of the
practice unit, then the practice unit may make a special
request to the Board to provide names of reviewers from
outside the State/Region where the practice unit has his
place of business.

(5) To examine the aspects of basis of selection of records
pertaining to the attestation services in terms of the
appropriate Technical Standards.

(6) To arrange for such training programs for reviewers as may
be deemed appropriate;

(7) To prescribe the system, practice and procedure to be
observed in relation to peer reviews; and

(8) On considering the Report of a reviewer, to do any or all of
the following:

(a)

To issue recommendations to the practice unit;

(b)

To order a further peer review to be carried out;

(9) After considering the report of the reviewer and compliance
of recommendations by the Practice Unit, wherever deemed
appropriate by the Board, to issue Peer Review Certificate.

(10) To guide the members on best practices on peer review.

8.3

Where deemed appropriate, after the conclusion of a cycle of
reviews or at the end of each such period as may be determined,
the Board shall have the powers to make a Special Report to the

Council on:

(i)

General issues regarding the level of implementation and
adherence to Technical Standards amongst practice units.

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(ii) Its own suggestions for further improvement in quality of
attestation services.

8.4

The Board may perform any other thing or act as may be incidental
to, or, which it considers necessary or expedient for the
performance of its functions, or exercise of its powers as delegated
to it by the Council, including the formation of sub-committees and
regional benches of the Board for specific tasks.

9.

Compliance with Peer Review Guidelines

9.1

Practice units are required to comply with the provisions of these
guidelines. Practice units failing in this regard will be required to
undergo appropriate review of their quality controls by the Board
in terms of such specific directions as may be given to it by the

Council in these regards from time to time, and as notified to the
members.

9.2

Practice Units failing to comply with these Guidelines shall be liable
for disciplinary action as provided under the Company Secretaries

Act, 1980.

10. Qualifications of the Reviewer

10.1 The nature and complexity of peer review require the exercise of
professional judgement. Accordingly, an individual serving as a
reviewer shall:-
a)

Be a member;
b)

Possess at least 10 (ten) years experience; and
c)

Be currentlyin practice as Company Secretary in Practice;

10.2 The Board may examine the quality of the report and shall have
powers to remove the reviewer from the panel of reviewers in case
the quality of the review/report fails to match the desired
standards.

10.3 Sitting members on the Council / Regional Council and sitting

Office Bearers of Managing Committee of the Chapter(s) of the ICSI
shall not act as Peer Reviewers till they demit their office.

11. Members/ Firms Subject to Review

11.1 Peer review will be implemented on the basis of random selections

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from the practice units or at the request of practice unit or in the
situations mentioned in 11.2 and 11.3 given below.

11.2 If company/concern requests the Board for the conduct of peer
review of its secretarial auditor (practice unit), the Board shall take
due cognizance of such request and in that case the cost of the peer
review shall be borne by such company/ concern.

11.3 If Council / Government or any regulatory body requests the Board
for conduct of peer review of any Practice Units, the Board shall
take due cognizance of such request and in that case the cost of
peer review shall be borne by the referred practice unit.

11.4 The Peer Review Board may alter/change/modify the above
method of selection with prior approval of the Council.

12. Obligations of the Practice Unit

12.1 Provisions of access to any record or document to a reviewer:

(1) Any person to whom this clause applies and who is reasonably
believed by a reviewer to have in his possession or under his
control any record or other document, which contains or is likely to
contain information relevant to the peer review shall:

(i)

Produce to the reviewer or afford him access to, any
record or document specified by the reviewer or any other
record or document which is of a class or description so
specified, and which is in his possession or under his
control/ being in either case a record or other document
which the reviewer reasonably believes is or may be
relevant to the peer review, within such time as the
reviewer may reasonably require;

(ii) If so required by the reviewer, afford and provide to him
such explanation or further particulars in respect of
anything produced in compliance with a requirement
under sub clause (i) above, as the reviewer shall specify;
and

(iii) Provide to the reviewer all assistance in connection with
peer review which he is expected to provide.

(2) Where any information or matter relevant to a practice unit is
recorded otherwise than in a legible form, the practice unit shall
provide and present to the reviewer a reproduction of any such
information or matter, or of the relevant part or it in a legible form,

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with a suitable translation in English if the matter is in any other
language, and such translation is requested for by the reviewer.

(3) The practice unit shall ensure that the reviewer is given access to
all documents relevant to his review no matter which office of the
practice unit these documents may be available in, in case the
practice unit has more than one office.

(4) A practice unit shall allow the reviewer to inspect, examine or take
any abstract of or extract from a record or document or copy
therefrom which may be required by the reviewer.

12.2 For the purpose of this clause a person means a Partner/ Sole

Proprietor of the practice unit to which the particular review
relates or any person employed by or whose services are engaged
by such unit.

13. Periodicity of Peer Review

13.1 The peer review of every practice unit should be mandatorily
carried out at least once in a block of five years. However, if the

Board so decides or otherwise at the request of the practice unit,
the peer reviews for a practice unit can be conducted at shorter
intervals.

14. Cost of Peer Review

14.1 The cost of Peer Reviewfor reviewer and his qualified assistant(s)

as may be decided by the Board from time to time, shall be borne
by the Practice unit. In case reviewer has to conduct second review,
the same rate would apply to the second review also. Each of the
branch/ office under review would be considered separately.

15. Training and Development

15.1 To ensure that the objective of peer review is attained in letter and
spirit, adequate training facilities shall/be provided, from time to
time, to the Reviewer(s) and to the qualified assistants and also to
other persons who assist the Board as and when and in the manner
considered appropriate by the Board. Reviewers shall be expected
to be fully familiar with all procedures, prescriptions, guidelines
and other decisions as may be issued by the Board from time to
time.

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16. Review Framework

16.1 Essentially, a peer review entails a review of engagement records
and related statements to ascertain that the practice unit is
adhering to Technical Standards. Where a practice unit is not
following Technical Standards in certain situations, suggestions
and recommendations for improvement may be made, and possibly
followed by a further review, in keeping with the primary thrust of
peer review.

16.2 The methodological approach involved in peer review can be
defined in terms of three stages viz., planning, execution and
reporting, which are summarized below:

(i)

Planning

Notification - A practice unit will be notified in writing about an
impending peer review and will be sent a Questionnaire for
completion.

Return of completed Questionnaire - The practice unit shall have to
complete and return the Questionnaire to the Secretariat within 30

(thirty) days of receipt. The information will be used for the
planning of the review. In addition, practice units will be required
to enclose a complete list of their attestation services, and to
provide any other information the reviewer considers necessary to
facilitate the selection of a sample of attestation services,
engagement records which will be representative of the practice
unit’s client portfolio, for review.

(ii) Sample of Attestation services Engagements

(a)

From the complete list of attestation services , an initial
sample will be selected by the reviewer. Practice units will
be notified of the selection in writing about 2 (two) weeks in
advance, requesting the relevant records of the selected
attestation services, to be made available for review.

(b)

At the execution stage, the initial sample may be reduced to a
smaller actual sample for review. However, if the reviewer
considers that the actual sample does not cover a fair cross-
section of the practice unit’s attestation services
engagements, he may make further selections.

(iii) Confirmation of visit

In consultation with the practice unit, date(s) will be set for the on-
site review to be carried out. Flexibility will be permitted to ensure

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that members are not inconvenienced at especially busy periods.

The on-site review date(s) will be arranged by mutual consent such
that the review is concluded within 60 (sixty) days of intimation.

(i)

Peer review visits will be conducted at the practice unit’s
head office or other officially noted/ recorded place of
office. The complete on-site review of a practice unit may
take at least a full day depending upon the size of the
practice unit. This is based on the assumption that the
practice unit concerned has made all the necessary
information and documentation available to the reviewer
for his review. However, in any case this on-site review
should not extend beyond 3 (three) working days.

(ii) Initial meeting

An initial meeting may be held between the reviewer and a
partner/ sole proprietor of the practice unit designated to
deal with the review (designated partner). The primary
purpose of this meeting is to confirm the accuracy of the
responses given in the Questionnaire. The description of
the system in the Questionnaire may not fully explain all
the relevant procedures and policies adopted by the
practice unit and this initial meeting can provide
additional information. The reviewer should gather a full
understanding of the system and be able to form a
preliminary evaluation of its adequacy at the conclusion of
the meeting.

(iii) Compliance Review-General Controls

(a)

The reviewer may carry out a compliance review
of the General Controls and evaluate the degree of
reliance to be placed upon them. The degree of
reliance will, ultimately, affect the attestation
services engagements to be reviewed. The
following 5 (five) key controls will be considered
as General Controls:

·

Independence

·

Maintenance of Professional Skills and
standards

·

Outside Consultation

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·

Staff Supervision and Development

·

Office

Administration
including
maintenance of registers and records

Practice units are expected to address each of the

5 (five) key control areas.

(b)

In each key control area there shall be
supplementary questions and matters to consider.

These are intended to ensure that the kind of
controls that are expected to be maintained, are
installed and operated within practice units.

(c)

All questions in the questionnaire may not
necessarily be relevant to particular types of
practice units because of the size and culture etc.

However, practice units should still assess their
internal control systems to ascertain whether they
address the objectives under the five key control
areas.

(iv) Selection of attestation services engagements to be
reviewed

(a)

The number of attestation services engagements
to be reviewed depends upon:

·

The number of practicing members
involved
in
attestation
services
engagements in the practice unit;

·

The degree of reliance placed, if any, on
general quality controls; and

·

The total number of attestation services
engagements undertaken by the practice
units for the period under review.

(b)

The engagements reviewed should be a balanced
sample from a variety of different types of
companies. Accordingly, if the reviewer considers
that the actual sample is not representative of the
practice unit’s attestation services client portfolio,
he may make further selections from the initial
sample or from the complete attestation services
list.

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(v)

Review of records

The reviewer may adopt a compliance approach or
substantive approach or a combination of both in the
review of attestation services engagement records.

(a)

Compliance
approach-Attestation
services

Engagements

·

The compliance approach is to assess
whether proper control procedures have
been established by the practice unit to
ensure that attestation services are being
performed in accordance with Technical

Standards.

·

Practice units should have procedures and
documentation sufficient to cover each of
the key areas. Members in smaller practices
may find some of the documentation too
elaborate for most of their clients and so
should tailor their attestation services
documentation to suit their particular
circumstances with justification for doing so
provided to the reviewer.

(b)

Substantive
approach-Attestation
services

Engagements

A substantive approach will be employed if the
reviewer chooses not to place reliance on the
practice unit’s specific controls on attestation
engagements or is of the opinion that the standard
of compliance is not satisfactory. This approach
requires a review of the attestation working papers
in order to establish whether the attestation work
has been carried out as per norms of Technical

Standards.

16.3 Reporting

(i)

Preliminary Report of Reviewer

·

At the end of an on-site review, the reviewer shall, before
making his report to the Board, communicate a
preliminary report to the practice unit. The reviewer shall
report on the areas where systems and procedures had

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been found to be deficient or where he has noticed non-
compliance with reference to any other matter.

·

The reviewer shall not name any individual in his reports.

·

The practice unit shall have 21(twenty one) days
beginning the day after the day the preliminary report is
received, by the practice unit from the reviewer to make
any submissions or representations, in writing to the
reviewer, concerning the preliminary report.

(hh) Interim Report of Reviewer

(a)

If the reviewer is satisfied with the reply received
from the practice unit, he shall submit an
appropriate Report to the Board.

(b)

In case the reviewer is not satisfied with the reply
of the practice unit, the reviewer shall accordingly
submit his Interim Report to the Board.

(c)

In pursuance of the provisions contained in the
clause or on receipt of a request from the practice
unit, the Board may instruct the reviewer to - again
carry out the review after 3 (three) months of the
date of submission of the interim report, but within

6 (six)months of the same to verify that systems
and procedures have been streamlined and
accordingly, on being satisfied, submit a report to
the Board.

(d) On receiving a report from a reviewer in terms of
these, the Board, having regard to the Report and
any submissions or representations attached to it,
may:

·
make recommendations to the practice
unit concerned regarding the application
by it of Technical Standards;

·
if it is of the pinion that

(1) In case the review is related to a
firm, any one or more or all of the
partners in the firm may have failed
to observe, maintain or apply, as
the case may be, Technical

Standards;

(2) In case the review is related to a

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member practicing on his own
account, the member may have
failed to observe, maintain or
apply, as the case may be, Technical

Standards;

Then;

(3) Issue instructions to the reviewer
to carry out, within such period as
may be specified in the instructions

(which period shall not commence
earlier than six months after the
date on which the instruction is
issued), a further peer review as
regards the practice unit to which
the report relates; and

(4) Specify in the instruction, the
matters as regards which the
review is to be carried out;

(e)

The Board will make recommendations to the
practice unit where:

Based on the report of the reviewer, it appears that
the practice unit has satisfied all key control
objectives, which the Board has determined and/or
prescribed in respect of maintenance of/
adherence to Technical Standards but where
further improvements could be made to internal
quality control systems; and

Based on the report of the reviewer, it appears that
the practice unit has satisfied the major key control
objectives but some weaknesses exist in others.

The practice unit is expected to consider the
recommendations for rectifying the weaknesses
thus identified and informed by the Board and take
all necessary actions to ensure that all key control
areas are addressed.

(f)

A follow up review will be required where the
practice unit has not satisfied the Board that all the
key control objectives have been maintained and
where, in the view of the Board the deficiencies are
likely to materially affect the overall quality of an
attestation services engagement of the practice
unit. In such cases the Board will also make
recommendations, which it expects the practice

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unit to implement in order to ensure the
maintenance of Technical Standards. The
implementation of these recommendations will be
examined during the follow up review.

(g)

In case the reviewer is not satisfied even at, the
subsequent review, he shall submit his Report to
the Board incorporating his reasons for
dissatisfaction.

(iii) Final Report of Reviewer

(a)

The reviewer will prepare a final Report to the Board (the

Reviewer’s Report), incorporating the findings as
discussed with the practice unit. The final report will be
examined/inspected by the Board in terms of the degree of
compliance with the Technical Standards by the reviewed
practice unit. The model forms of such final Reports shall
be communicated to the reviewer by the Board.

(b)

The Board shall consider the reviewer’s final report and
the practice unit’s submissions. Thereafter, the Board may
issue recommendations, if considered appropriate, to the
practice unit and/or instruct the Reviewer to perform any
follow-up action. The Board may, if deemed fit, then issue

Peer Review Certificate to the practice unit.

(iv) The reviewer shall not communicate any Report(s) unless the
examination of such Report(s) and related records has been made
by him or by a partner or an employee of his firm.

17 Referral of Disputes and Appeal

17.1 Where a dispute arises over the powers of reviewers or the process
or conclusions reached after the review or to any other matter
related to the review, the practice unit, the reviewer or both may
refer the dispute, in writing, to the Board. Such referral shall have
to be made within 2 (two)months of occurrence of the issue in
dispute, in such manner as may be prescribed by the Board in this
regard.

17.2 Where a dispute is referred, after considering any submissions or
representations (which shall be made in writing) made by the
relevant practice unit and/or the relevant reviewer, the Board-

·

Shall decide the dispute within 6 (six) months of the
reference and communicate such decision to each of the
parties to the dispute, simultaneously;

·

May issue directions relating to the matter in dispute to

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such practice unit or the reviewer concerned and require
such unit or reviewer to comply with them within 30

(thirty)days and send a report to the Board of the said
compliance within 15 (fifteen)days of such compliance;

·

Shall convey its decision in these regards to each of the
parties within 15 days from the date of the decision.

17.3 Where a practice unit is dissatisfied with the decision of the Board,
it may refer the matter to the Council within 2 (two) months in
such manner as may be prescribed.

18. Immunity

18.1 A practice unit, which makes available records or documents to a
reviewer, shall not incur any liability under the Code of Conduct
under the Company Secretaries Act, 1980 and the Regulations
framed thereunder, by reason of compliance with these Guidelines
on Peer Review.

18.2 The reviewer, by virtue of carrying out the peer review shall not
incur any liability other than the liability arising out of his own
conduct under the Code of Conduct under the Company Secretaries

Act, 1980 and Regulations framed thereunder as well as under the
relevant clauses of these Guidelines.

18.3 The members of the Peer Review Board shall not incur any liability
by virtue of their having discharged the responsibilities as given in
these Guidelines and/or as may in future be specified by the

Council, other than the liability arising out of their own conduct
under the Code of Conduct under the Company Secretaries Act,

1980 and Regulations framed thereunder as well as under the
relevant clauses of these Guidelines.

19. Confidentiality

19.1 Strict confidentiality provisions shall apply to all those involved in
the peer review process, namely, reviewers, members of the Board,
the Council, or any person who assists any of these parties.

19.2 Those persons subject to the secrecy provision:

(1) Shall at all times after his/ their appointment preserve and aid-in
preserving secrecy with regard to any matter coming to his/ their
knowledge in the performance or in assisting in the performance of
any function, directly or indirectly related to the process and
conduct of peer review.

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(2) Shall not at any time communicate any such matter to any other
person; and

(3) Shall not at any time permit any other person to have any access to
any record, document or any other material if any form which is in
his/their possession or under his/ their control by virtue of
his/their being or having been so appointed or his/their having
performed or having assisted any other person in the performance
of such a function.

19.3 Non-compliance with the secrecy provisions in the above clause
shall amount to professional misconduct as defined under Section

22 of the Company Secretaries Act, 1980.

19.4 A statement of confidentiality (appended as Annexure ‘A’) shall be
filled in by the persons who are responsible for the conduct of peer
review i.e., reviewers/ the members of the Board and others who
assist them.

20 Procedural Departures

20.1 Where the persons who are responsible for the conduct of peer
review (reviewers, the members of the Board and others who
assist them) have not followed the prescribed procedures, they
shall have to justify significant departures and such justification
shall have to be mandatorily made known to the Council in the
periodic Reports of the Board to the Council.

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Annexure ‘A’

Statement of Confidentiality

[In accordance with the Guidelines on Peer Reviews this statement of
confidentiality is to be filled in by the persons who are responsible for the
conduct of peer review i.e., reviewers, members of the Board and others
who assist them, individually. The Reviewer shall be responsible for taking
this undertaking from all those persons who assist him or are likely to
assist him in conducting peer reviews, and shall send the same to the Board.

This statement of Confidentiality should be renewed every year.]

To

The Chairman, Peer Review Board,

The Institute of Company Secretaries of India

Sir,

I hereby declare that my attention has been drawn to the need for
confidentiality in the conduct of peer reviews. I therefore undertake and
assure that in so far as any or all of the following relate to me or are brought
to my knowledge/attention, in any manner whatsoever, whensoever, I will
ensure that on my part

—

Working papers shall always be kept securely so that unauthorised
access is not gained by anyone.

—

The practice unit’s attestation services procedures shall not be
disclosed to third parties.

—

Any information with regard to any matter coming to my
knowledge in the performance or in assisting in the performance of
any function during the conduct of peer reviews shall not be
disclosed to any person.

Access to any record, document or any other material, in any form which is
in my possession, or under my control, by virtue of my being or having been
so appointed or my having performed or having assisted any other person
in the performance of such a function, shall not at any time be permitted to
any other person.

I understand that any breach of the provisions regarding confidential
information contained in the Guidelines on Peer Review will be considered
as gross negligence and, subject to investigation, will result in appropriate
action.

Signature:

Name:

Designation:

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Date:

Place:

Taken on record on (date)

By

Signature:

Name:

Designation:

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APPENDIX III

Guide to Setting up of Practice

Introduction

The Institute of Company Secretaries of India (ICSI) has issued this Practical

Guide for starting your practice for Company Secretaries to inform
members contemplating to enter into whole time practice of the profession
of Company Secretaries of the nuances involved in starting practice and to
assist them to prepare a business plan . Intended for members, who have
recently obtained membership of ICSI and are relatively new to the
intricacies of practice as a Company Secretary intending to operate either as
a sole practitioner or in a small firm, the Guide will be helpful in making the
decision and carrying it forward.

The starting point for practice in any case is digging out information with
respect to practice. If a member has already started the research process,
this Guide will help him/her to complete the business plan for the practice.

Conversely, if reading this Guide is the starting point, it will inform the
member about the major issues to be considered when opening the practice
and will direct the member to other material in each area requiring review.

Once the review exercise is over, the member may return to the Guide and
use it to draw a roadmap to assist in completing the business plan.

Owning a practice means both practising the profession of Company

Secretaries and operating a business. At one end it may be exciting and at
the other equally challenging. The chances of success in practice are greatly
increased if one determines for oneself why opening professional business
is attractive and pens down a business plan that creates the practice plan as
desired.

Deciding to Start Own Practice

Starting and operating own practice makes one the owner of a business as
well as a professional. The challenges faced by a self-employed business
owner are different than those of an employee so the decision to start own
practice needs to be a well-informed one. Before starting own practice, one
should evaluate the skill set and attitudes one possesses and needs to
further develop upon.

Golden Rules, which one must consider positively before starting own
practice:

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Personality and Attitude

1. Submissive – You should be polite and possess quality of being
empathetic.

2. Dedicated - You should be committed towards the assignment
given to you by the client and should exercise due diligence so that
it could be delivered in time.

3. Problem Solver – You should have adequate command over the
subject as well as you should possess the quality of interpreting the
law in such a manner that the queries can be resolved.

4. Risk Taker - You should have the capability to take the risks during
initial setup of the Practice.

5. Planner - Steps should be taken in order to plan the time to be
devoted to each assignment. The staff strength should be
commensurate with the size of the practice.

6. Well Organised - You should be well organised not only in terms of
handling of assignments but as well as with maintenance of your
official accounts and documentation.

7. Well versed with the subject – You should possess well polished
knowledge over the subject.

8. Enterprising – You should have entrepreneur quality.

9. Decision making - You should have the capability to take decisions
appropriately and adequately.

10. Adaptable - You should be flexible enough to adapt yourself to
changing conditions, financial aspects or otherwise.

11. Patient – You should try not to loose your temper on petty issues
and should concentrate on other major achievements.

12. Competent - Besides being knowledgeable, you should be an adroit
so that it is easy for you to stand in a different, unique and
influential position in the queue.

13. Outsourcer - You should always be open to deployment of your
work, which you feel that you are not capable enough to do and
which is not your subject of practice or area of expertise, as it
would help you to save the cost and provide best available services
to the clients and thereby build confidence among them.

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Tips for New Entrants

For Individual Professionals

1. When you know better, you do better: It is very important to
upgrade your knowledge and skills everyday in order to get
thorough with daily modifications and changes in the outside
world.

2. Be organized, seek quality over quantity: It is not the magnitude of
work which is important, but the way you handle the work and
develop faith and good relations with the clients.

3. A dream does not become reality through magic, it takes sweat
determination and hard work : It is very important to work with
dedication, commitment and devotion in order to flourish in the
market.

4. Don’t let one bad day stop you from reaching your goal : There will
arise many times when you will feel low and decide to quit the
work because of certain failures. That day may become the day of
your transformation and will help you in reaching the heights.

5. It is very important to invest time in existing clients, they are likely
to give you new business which can lead to an enhancement in
your growth and development.

Strategies for Development

Practice Development Strategies

Generally, two aspects of professional work create special management
challenges to the PCS. First, professional services involve a high degree of
customization in their work. PCS must manage customized activities where
nothing can be reliably made routine.

Second, most professional services have a strong component of face-to-face
interaction with the client. This implies that definitions of quality and
service take on special meanings and must be managed carefully, and that
very special skills are required of top performers.

Both of these characteristics (customization and client contact) demand
that the PCS attract highly skilled individuals.

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Some of the important concepts are as under:

To deliver outstanding client service, to provide fulfilling careers and
professional satisfaction.

PCS simply requires a delicate balancing act between the demands of the
client marketplace, the realities of the people marketplace and the firm's
economic ambitions.

Leverage and the Client Marketplace

The required shape of the organization (the relative mix of juniors,
managers and seniors) is primarily determined by the skill requirements of
client work, the mix of senior-level, middle-level and junior-level tasks
involved in the projects that the firm undertakes.

PCS should consider whether the client's problem is at the forefront of
professional or technical knowledge, or of extreme complexity. Then the
key elements of this type of professional service are creativity, innovation
and pioneering of new approaches, concepts or techniques.

This usually involves highly skilled and highly paid professionals. Few
procedures are routine in nature. The opportunities for leveraging the top
professionals with juniors are relatively limited. Consequently, the ration of
junior time to middle-level and senior time tends to be low.

PCS should consider projects may require a highly customized output in
meeting the clients' needs involve a lesser degree of innovation and
creativity in the actual performance of the work. General nature of the
problem to be addressed is not unfamiliar and the activities necessary to
complete the project may be similar to those performed on other projects.

Clients seek out firms with experience in their particular type of problem.

PCS sells his knowledge, experience and judgments.

Office Administration and IT Systems in Office

Service delivery now-a-days is increasingly leveraged upon technology. A
practitioner cannot afford to stay aloof from IT and IT enabled devices as
means of service delivery in this highly competitive environment where
time is money and clients expect service delivery on real time basis.

Identifying the IT systems (both hardware and software) for practice is
crucial not just because it entails high capital outgo in procurement of
hardware but also because such IT hardware is subjected to rapid
obsolescence. The host of IT equipment and IT related services available to
professionals, makes the choice all the more difficult.

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If owning IT devices is not the option for a practitioner, he/she may
consider leasing out one or using shared resources (such as software
available on the cloud). The final decision would depend upon the bouquet
of services offered and the manner and speed in which the services would
be delivered. A candid discussion with an information technology (IT) or
information systems (IS) consultant would enable one to make a well
informed decision.

Focus

• Management of employees;

• Ensure adequate resources needed for continuous productive
results;

• Overseeing the day to day operations, etc.

Administration of Service

• Work Area – appropriate infrastructure which shall include:

— Proper furniture, lighting, ventilation in the work premises;

— Toilet, dining and refreshment facility.

• Information Technology –

— Hardware, software, Networking necessary to keep up with the
professional expectations;

— Regular back up of important files, documents and
diary/working papers;

— Maintenance and updation of website of PU;

• Library including e-library – required books and reference
materials;

• Compliances – checklists, templates, specimens;

• Communication facility – Written communication, verbal
communication,

— There should be proper system for recording inward/outward
mails;

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— Maintenance of confidentiality of client and firm information;

— Training employees and apprentice trainees to be well
behaved and polite.

— No important communication to be done verbally.

• Research and Training - requires regular and continuous updation
and training on amendments and new laws;

• Budgeting - Planning the area of expense, ensure proper utilization
and application of resources etc.

• Human resource management; and

• Adequate procedure for recruiting new employees and
management trainees;

• Maintaining proper attendance record;

• Having disciplined environment;

• Training in interpersonal skills and communication skills;

• Assignment and rotation of work;

• Monitoring and accountability;

• Research and Training on continued basis.

Office Resource Management

• Proper facility to have back up of data;

• Office should be clean and hygienic, remove trash and avoid
wastage;

• Ensure easy retrieval;

• Reduce redundancy.

Engagement Diary

An important tool in the hands of PCS and its whole team.

• Engagement Diary shall provide information on the following:

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— Who : who has carried out the engagement?

— Where : where has the engagement been conducted?

— When : when is engagement undertaken?

— What : what is the purpose and scope of engagement?

• Contents of the diary:

— Basic information of the name of the Client company whose
work is being carried out.

— Information about the PU.

— Scope and objective of the engagement being carried out.

— Records and documents to be verified and inspected.

— Methodology of carrying out.

— Period of engagement.

— Documents requested, obtained and relied upon.

Registration of Firm Name*

A trade/ firm name shall be restricted to the name(s) of the
proprietor/partners or a name which is already in use.

A trade/firm name may include the name(s) of the member(s) as it/they
appear in the Register of Members in the following manner:

(i)

For Sole proprietorship concern: (a) Name comprising first name
and/or middle name and/or surname of the member, in any order,
with or without commonly used suffix or prefix (b) Initials of the
first name and/or middle name and/or surname, in whichever
order (c) Combination of (a) and (b) above, in any order (d) Parts
of or prevalent abbreviations of or acronyms of commonly used
names alongwith any combination referred to in (c) above

* As per guidelines issued by the Council of ICSI.

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(ii) For Partnership firm: (a) Full surnames of two or more partners

(b) Full first names of two or more partners (c) Combination of
first names and / or middle names and/or surnames of two or
more partners with or without commonly used suffix or prefix (d)

Combination of initials of first names and/or middle names and/or
surnames of the two or more partners (e) Combination of (c) and

(d) above, in any order.

General (i) A trade or firm name shall not be approved if the same
or similar or nearly similar name is already used by a Company

Secretary in practice or which resembles the name of Company

Secretary in practice or firm of such Company Secretaries and has
been entered in the Register of office of firms. (ii) A trade/firm
name shall not contravene the provisions of The Names and

Emblems (Prevention of Improper Use) Act, 1950 or any
modification/re-enactment thereof.

(iii) The trade or firm name may be suffixed by the suffixes “& Co.”, “&

Company” or “& Associates”. However, any suffixes that may be
considered undesirable by the Council shall not be allowed.

(iv) (The word “and”/ “&”could be used in between the first
name/middle name/surname including initials thereof, of the
partners of the firm.

(v) A firm name may also be allowed without the use of the suffixes “&

Co.”, “& Company” or “& Associates” provided full first names
and/or full middle names and/or full surnames of the partners are
used. Also, in such cases, the word “&”/”and” is compulsorily to be
used either in between the full first names and/or full middle
names and/or full surnames of the partners or before the last full
first name/full middle name/full surname of the partners.

(vi) The name of a sole proprietorship concern shall not be allowed
without the use of suffixes “& Co.” / “and Company”/ “&

Associates”.

(vii) A trade/firm name, which has no relationship with the name of
member(s) as above, shall not be allowed.

(viii) Descriptive trade/firm names viz. Fire, Smash, Leader, Champion,

Mastermind, Super, Supreme etc.shall not be allowed.

(ix) Trade/firm names denoting publicity shall not be allowed. Any
trade/firm name, regardless of reason or logic, using the initials,
acronyms or full forms of any profession whether used individually
and/or collectively and/or in any order, shall not be allowed.

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The use, therefore, of CA, CS, CMA, MBA, CACMA, CACS, CSCA,

CSCMA, CMACS, CMACA, Secretary,Accountant, Management,

Chartered Accountant, Cost Accountant, Chartered Secretary etc.,
shall not be allowed. However, trade/firm names matching with
the group name/theme shall be allowed, if the same is not in
contradiction with any other criteria.

(x) The name, middle name and surname of the member shall conform
to the name, middle name and surname as they appear in the
register of members.

(xi) In case any change in the status of the firm from individual firm to
partnership firm or vice versa, the firm name already been in use
by any of the partner or individual could be approved provided
there is no objection by any of the partners or individual.

(xii) A trade/firm name which was in use by a proprietor or partners
shall not be allowed to any other member or members for a period
of three years of the closure of firm. The name may be re-allotted to
the same member or members’ upto a period of three years of the
closer of the firm. In the event of removal of name of a practising
member, after the expiry of the period of three years, the said
trade/firm may be allowed to any member or members who are
eligible for allotment of such name under the guidelines.

(xiii) After various permutations and combinations under guidelines 2(i)

and (ii) have been exhausted and the member is not able to get
approval of firm/trade name in accordance with the same, he may
be permitted to adopt or coin a firm/trade name out of the names
of his/her family members provided that such name was not
already registered by some other members. The terms “family” for
this purpose means husband, wife, father, mother, son and
daughter. An affidavit or other evidence to the satisfaction of the

Secretary is to be produced in such cases.

(xiv) Any reconstitution of the firm with the same firm name shallnot
have effect except with the prior approval of the Council pursuant
to Regulation 170.

Areas of Practice for New Entrants

Raising of Resources/Financial Services

• Loan documentation, registration of charges, search and status
report.

• Advisor/Consultant in issue of shares and other securities.

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• Drafting of prospectus/offer for sale/letter of offer/other
documents related to issue of securities, and obtaining various
approvals in association with lead managers.

• Listing of securities/delisting of securities with recognised stock
exchanges.

• Private placement of shares and securities.

• Buy-back of shares and other securities.

• Liaisoning with financial institutions, banks, other lenders, and
stock exchanges, and furnishing periodical returns, reports and
information required by them.

Foreign Collaborations and Joint Ventures Abroad

• Advising on Foreign Collaborations.

• Advising on setting up of subsidiaries in India.

• Advising on setting up of joint ventures abroad or setting up of
subsidiaries abroad.

• Drafting of Memorandum of Understanding, Promoters’

Agreement, Shareholders’ Agreement and Commercial Agreements.

Corporate Restructuring

• Planning strategies for amalgamation / merger, acquisition,
takeover, spin off, reconstruction, reorganisation, restructu-ring
and winding up of companies.

• Change of name, change of objects and shifting of registered office
of the company.

• Drafting schemes of amalgamation or arrangement, public offer for
acquisition or takeover, and Promoters Agreement.

• Complying with necessary legal and procedural requirements.

• Advising the management on post restructured scenario.

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Corporate Laws Advisory Services Companies Act

• Filing, registering, representing, attesting or verifying any
document including forms, returns and applications by or on behalf
of the company as an authorised representative.

• Compilation of status/search reports for companies, banks and
financial institutions.

• Pre-certification of forms relating to Registration/Modification/

Satisfaction of charges and their filing with the Registrar of

Companies.

• Pre-certification of other documents and returns required to be
filed with the Registrar of Companies.

• Advising on legal and procedural matters under the Act.

• Maintenance of secretarial records, statutory books and registers.

• Acting as Secretarial Auditor, Advisor or Consultant.

• Filing of petitions before the Company Law Board.

• Appearing as authorised representative before the Company Law

Board, Central Government, Regional Director and Registrar of

Companies.

• Acting as Scrutinizer for postal ballots voting process.

Consumer Protection Act/ Competition Act

• Appearing as authorised representative before the Consumer

Forums, Competition Commission.

• Advising company on dealership agreements, trade practices, sales
promotion schemes, marketing and sales campaigns.

Foreign Exchange Management Act

• Advising on legal and procedural matters falling under FEMA.

• Advising Non-Resident Indians regarding investment in India and
repatriation of such investments and returns thereon.

• Obtaining RBI/FIPB approvals.

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Depositories Act

• Appearing as authorised representative before Securities Appellate

Tribunal.

• Conduct of Internal Audit of Operations of Depository Participants.

State Laws

• Advising on legal and procedural matters on various laws of
different states on Pollution Control, Co-operative Societies, Public

Trusts, Non Trading Corporations, Land Ceilings, Sales Tax,

Revenue Laws etc.

Appearance before Regulatory Authorities

• Appearing as authorised representative before the National

Company Law Tribunal, National Company Law Appellate Tribunal,

Central Government, Regional Director, Registrar of Companies,

Consumer Forums, Securities Appellate Tribunal Central Excise
authorities, Customs Authorities, Income Tax Authorities,

Appellate Tribunals, Central Electricity Regulatory Commission,

Gujarat Electricity Regulatory Commission, Telecom Disputes

Settlement and Appellate Tribunal.

Tax Planning and Management

Income Tax

• Computation of tax payable, filing of returns of income of the
company and its directors and obtaining permanent account
numbers.

• Computation and payment of advance tax.

• Computation of deduction of tax at source, filing of forms and issue
of TDS certificates.

• Acting as authorised representative before the Income Tax
authorities during assessment proceedings, furnishing of records/
documents/explanations called for.

Excise

• Acting as authorised representative before Central Excise

Authorities.

• Valuation and classification of goods.

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Customs

• Acting as authorised representative before Customs Authorities
and the Appellate Tribunal.

• Assisting in clearance of import/export classification of goods.

Export-Import and Forex Dealings

• Advising on Export-Import policy and regulations.

• Export-Import documentation.

Intellectual Property Rights and WTO

• Advising on Intellectual Property Licensing and drafting of
agreement.

• Acting as registered Trade Mark Agent.

• Advising on passing off/infringement matters.

• Advising on registration of patents, trademarks and copyrights.

Guidelines for Opinion Writing

An Opinion is your written response to instructions to advise in writing. It
follows that it must contain advice. You do not advise someone simply by
telling them what to do, but supplement it with the basic reasoning behind
it. Advising is inextricably bound up with and is part of the mental attitude
with which you approach opinion writing, with the thinking process that
precedes the actual writing of the opinion, and with the writing process
itself.

Need for a Legal Opinion

• Interpretation of statutes or documents

• Advise a transaction structure

• Opinion for guidance of decision makers in commerce, industry or
government

• Opinion to Lenders on enforceability of Finance Documents

• Opinion for Investors for compliance by Target Companies

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• Opinion on Foreign Direct Investment

• Determining provision for contingent liabilities or determination of
contingent assets

• Merits or demerits of legal proceedings

• Provision for contingent liabilities or Identification of contingent
assets

• Merits or demerits of legal proceedings

• Drafting a pleading

• Preparation for trial of arbitral or legal proceeding

• Ascertain compliance level for issue of securities and identification
of risk factors for investors

• Valuation of business.

Formulation of a Legal Opinion

A request for a legal opinion will usually come in written form. Such a
request will usually include any documents in the case. The request for a
legal opinion will include at least one and usually a number of questions
which the legal advisor is being asked to address.

A legal opinion will often have the overarching question of does the client
have a good and viable case. This is clearly the most important question to
any client and must be approached with honesty and directness. If the
client’s case is not viable they must be advised of this in the course of the
legal opinion, if there is something which can be done to improve the client’

prospects of success, a good legal opinion will spell this out very precisely.

Numbered action points are one way of achieving clarity in this regard.

Above all it is vital to remember that in being asked to draft a legal opinion,
you are being asked to advise. Sitting on the fence is not an option. Lay out
the pros and cons of a particular course of action, but always come down on
one side or the other. Giving a percentage chance of success at the
beginning of a legal opinion is one way of being clear about what you think
the client’s prospects are.

Drafting a legal opinion can and should always be split into three processes:

The mental attitude, the thinking process and the writing process.

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I. The Mental Attitude

The mental attitude required to write a good opinion, or give good
advice, is that of a practitioner as opposed to an academician. The
approach required is a practical approach as opposed to an academic
approach. The practical approach is something to be developed and
acquired, and defining it does not necessarily help. But, the four
fundamental principles to remember to develop the right mental
attitude at all times are:-

(a) You are dealing with a real situation.

(b) The facts are more fundamental than the law.

(c) The law is a means to an end.

(d) Answer the question.

II The Thinking Process

The next stage in writing an opinion is the thinking process. It involves
the following stages:-

(a) Read and digest your instructions :- Find out exactly whatyour
instructions are, what is required of you, what the case is about,
what are the basic facts and what your client actually wants to
know.

(b) Answer the primary question :- You must have a clearidea of what
your client wants to know if you are to address your mind to the
right issues and give proper advice. Your objective is after all, to tell
your client what he or she wants to know.

(c) Digest & organise the facts :- The first thing to do is todigest and
organise the facts. There will be facts in any case which are
relevant and pertinent to the case and facts which are not. A legal
opinion must focus on the relevant facts, but it may also be
necessary to specifically advise that certain things are not relevant.

The first stage will be about organising the facts of the case into
these categories. It is a matter of personal preference how this is
done, but charts and schedules are often useful and a chronology
should be a starting point for every fact marshalling exercise.

(d) Construct a legal framework :- Once the facts are at your finger tips,
a legal framework needs to be constructed into which these facts
can be logically slotted. Different types of cases will involve

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different legal frameworks, but whatever the legal issue, the legal
opinion must be continuously advising on the strength of the
client’s position in the case. One question which is implicit in every
request for a legal opinion is ‘what should be done next?’ This
should be decided at the planning stage and should inform the legal
opinion throughout.

(e) Look at the case as a whole :- What should also be borne in mind
throughout the planning stage should be the opposing case. A legal
opinion will be useless if it considers the client’s case in isolation.

Evidential issues must also be considered. A good legal opinion will
always address how a particular factual situation can be proved.

(f) Consider your advice :- What your client needs is good practical
advice, so you should consider also the practical steps that you
advise your client to take.

Before you begin writing a legal opinion, you will know exactly what
advice you are going to give, why you are giving it and how you are
going to present it.

III. The Writing Process

Simply knowing your opinion, knowing the answer, does not mean the
writing process is a mere formality. You have to know how to express
yourself in an opinion, how to transfer the thinking process on to paper.

The legal opinion should be written following a structure. It should be
entitled OPINION or ADVICE and contain the title of the case in the
heading. The first few paragraphs should serve as an introduction to
the legal opinion, laying out the salient facts and what you have been
asked to advise about.

At this point, many legal opinions will set out the main conclusions and
advice and the overall opinion. This is good practice as it will encourage
focus throughout the legal opinion and the reader will be able to read
the following paragraphs knowing where they are leading. A
percentage chance of success can be included in this section if
appropriate.

The subsequent paragraphs should set out your reasons for reaching
the legal opinion which you do in the opening paragraphs. This is
where the legal structure will come in. Each issue should be taken in its
logical order. Each section should include you opinion on that issue and
the reasons for it.

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There are certain rules of structure which ought to be followed for the sake
of consistency in legal opinions. One example of these is that liability should
be dealt with before quantum in civil claims. If there are two or more
defendants take each of the defendant’s liability in turn before turning to
quantum. The concluding paragraph of a legal opinion ought to be a ‘Next

Step’ paragraph advising what needs to be done to strengthen the client’s
case.

Using the Law in a Legal Opinion

There is no need to set out basic principles of law with which the reader
will be familiar. Otherwise, authorities should be cited to support
propositions of laws and when doing so a full citation should be given. It is
important to prioritise the authorities cited in a legal opinion in order of
importance to the point being addressed. If a particular case is central to
your reasoning, the basis on which the case was decided should be set out
fully in the legal opinion. It may even be appropriate to quote directly from
the judgment although often paraphrasing the effect of the decision will
usually suffice. Always refer the case you are citing back to the facts being
dealt with in the legal opinion. Always cite the most authoritative case on
the point of law being dealt with.

With regard to statute, much of the same advice will apply. If there is a
statutory provision which deals directly with the subject of the legal
opinion then this should be clearly stated and its effects fully explained. Of
course care must be taken to ensure that any statutory provision being
cited is in force at the time of writing the legal opinion.

In summary, any legal opinion should be written with the reader in mind. It
should be clear, well reasoned and as concise as it is possible to be without
sacrificing completeness. A logical structure based on the legal principles
being discussed is vital to clarity. Any piece of legal writing should be read
before submission to ensure against grammatical or typographical errors
which will detract from the communicative value of the work. Above all, the
advisory purpose of a legal opinion should be borne in mind at all times.

Structuring a Legal Opinion

• Purpose

• Reader’s Logic

• Facts / Issues

• Law – statutes

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• Law – Judicial precedents

• Application of law to the facts and issues

• Conclusion

• Signature

Contents of a Good Opinion

1. Give brief background of all the facts originally given and
additionally called for in the matter along with the materials/
documents submitted and perused. Also mention about the legal
status and activities of the querist. If necessary, reference to the
name of the executive(s) and department giving explanations and
seeking the opinion may be mentioned.

2. Never fail to touch upon the relevant charging section in case of
revenue statute and definition(s) in the Statute (Act), if available or
the meaning assigned in General Clauses Act or meaning given in

Law Lexicon or where advisable simple common parlance meaning
depending on case to case.

3. It is equally important, dependent upon the query to analyse the

Constitution of India, Relevant Articles, Seventh Schedule of

Constitution - State list, Central List or Concurrent list and Relevant

Entries.

4. The queries as raised in the case for opinion should be reproduced
verbatim in serial order and wherever necessary improve and
rephrase the query to bring out better clarity.

5. Answer to the queries should be seriatim and specific. Where
necessary, a couple or more related queries may also be clubbed
for common opinion if the answer is going to be common. The
reader of the opinion should be able to make out the answer is ‘yes’

or ‘no’.

6. If answer to any query does obviate the need to answer
other/further query/ies, then you may mention that in view of
answer to query no. ___ there is no need to answer query no. ___.

Opinions also state “please refer answer to query no. ____”

7. A good opinion is specific and not gol–gol without touching the
goal! Poor client on a misleading opinion may reach gaol!

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8. Opinion is interpretation. Follow all good rules of interpretations.

Reproduce relevant sections, title to the section and preamble too
as may be required to bring out the clarity and to justify what you
opine.

9. A good opinion fortifies itself by supportive case laws (both of

Supreme Court and High Court) which have not been overruled on
the date of the opinion. Relevant Circulars, Clarifications

Notifications, Press Notes, given by the administering authority like

SEBI, FIPB, Ministries & Courts should be relied upon.

10. A better opinion fortifies itself by quoting both supportive and non-
supportive case laws on the issues and distinguishing one from
another to conclude why the supportive case laws are relevant /
decisive for the opinion.

11. Cite foreign case-laws only when absolutely necessary and
persuasive and where the Indian jurisprudence is wanting e.g.

Competition Law.

12. Mention clearly that the opinion is based on the facts and materials
made available and if there comes any variation, the opinion might
need modification, even reversal.

13. Keep in mind the end use of the opinion i.e. for internal
consumption, Board, for parent company abroad, auditors
requirement, to fight demand notices, to play safe, keep on file etc.

14. Sometimes depending on the query and nature of issue, opinion
may traverse beyond the queries raised and travel extra mile.

15. Opinion should allow the querist to seek any further clarifications
on the given opinion.

16. Opinion should be signed with date. E-mail opinion is fine and
binding for internal purposes.

Drafting of Deeds and Documents

As Company Secretaries, you are quite commonly required to draft legal
documents, resolutions, minutes, notices etc. and give opinions on
interpretation of various corporate laws. Since Practising Company

Secretaries (PCS) are now also allowed to practice before the NCLT, you as

PCS, may be required to even draft ‘statement of case’. Hence, it is very
important for you to develop these skills.

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Effective Writing

Both drafting and opinion writing are written word skills. There are certain
key ingredients or qualities of effective writing common to both drafting
and opinion writing. They are as follows:-

• Be clear : The meaning should spring instantly from the words and
should not need to be pondered, reread or analysed. An opinion
may try to explain a complex situation so that it can be understood.

A statement of case tries to define issues and bring them into the
open. It follows that there is a great need for clarity in what a
drafter writes. If it cannot be understood by those reading it, or if it
is open to different interpretations, not only is it poorly written,
but it has failed to serve the very purpose for which it was written.

Clarity of expression can never be achieved without clarity of
though behind it.

• Avoid ambiguity : Ambiguity is a loser. Too much ambiguity has
great potential for misunderstandings. When you are writing in a
legal context you must be aware of all different view points from
your words might be seen and ensure that what you write is
genuinely unambiguous. You should reckon that if what you write
could reasonably bear another meaning than that which you intent,
someone somewhere will probably try to read it in that way. Learn
to be aware of and avoid all possible ambiguities.

• Be precise : Everything you should ideally say exactly what you
want to say, neither more nor less. There are degrees of precision.

You will have to write with great degree of precision. This is
particularly true of opinions and advices and quite fundamental in
drafting. In statements of case there have to be absolute precision.

The words you use must be chosen for their precise meaning; the
sentences you write must be composed to convey a precise sense.

Lack of precision will result in a degree of confusion or at worst it
may mean you are in effect telling lies.

• Be concise : Write what you have to write in a reasonably brief
manner. This does not mean it should be abbreviated, or even
short; rather it should be succinct and to the point. Try to avoid
repetition and long-windedness. Leave out what is unnecessary or
that which obstructs your flow or meaning without adding
anything. But beware of trying to be too concise. If what you are
writing merely becomes a summary of what you mean to say, it will
not do. Note that clarity is more important than brevity.

• Be complete : This is a quality which must be balanced with
conciseness. When you write, you must express your ideas

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completely. If incomplete, it is almost certainly imprecise,
ambiguous and unclear. Especially in contracts, if you don't cover
something, it's up to the judge. Boiler plate is not really necessary,
yet it is usually used for a reason — it is comprehensive in most
cases. Just make sure to tailor your writing to the appropriate
contract.

• Have logical structure : Clarity very much depends on the structure
of what is being written. The whole piece of writing needs to be
composed in a clear and coherent manner. This means that the
structure should be logical. Remember to organize things logically,
and make it so that if someone is looking for the integration clause,
he or she doesn't have to flip through all pages.

• Avoid spelling errors : Spelling errors make you look un
professional. Take all reasonable steps towards eliminating them.

The first step is to accept that spelling matters. In the modern age a
great many spelling mistakes occur not because the writer cannot
spell, but because he or she is clumsy on the keyboard makes
typographical errors, and then fails to correct them. A
computerised spell checker can pick up a great many of them, but
never all. A spell checker will often suggest a wrong word and
certainly is not capable of identifying correct homonyms (e.g.,

"suite" versus "sweet") or pointing out all typos (e.g., if you typed

"then" when you meant to type "the"). It is, therefore, your
responsibility, not your computer’s, to make sure your spelling is
correct. Of particular importance in the professional world is to
spell names correctly especially that of your client. Always study
the spelling of any name you are given and make sure you
reproduce it precisely.

• Avoid grammatical errors : The rules of grammar dictate
wordforms, word order and sentence structure. If a very is in a
wrong tense, an adverb in the wrong place or a sentence
improperly composed, the only possible result is obscurity of
meaning. Grammar is particularly important where you are using
long sentences. Any grammatical inconsistency is therefore likely
to destroy the value of the long sentence. You cannot write clearly
if your writing is not grammatical.

• Use Proper Punctuation : Punctuation can be crucial to the meaning
of a legal document. Take care to use full stops, commas,
semicolons and colons properly and the right places. The sense of a
sentence can be destroyed by a wrong punctuation at a wrong
place. Take particular care over punctuation when drafting.

Drafting can occasionally involve complex grammatical structures,

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long sentences and numbered sub clauses. The wrong punctuation
can easily destroy the whole relationship between various parts of
the sentence or detach a sub clause from the main clause to which
it belongs. The choice of punctuation marks is just as much a part of
drafting as the choice of words.

• Avoid passive voice.

• Be plain and straight forward : Legal language remains largely
unintelligible to most members of the community. It even causes
problems for the members of legal profession. It is very easy to fall
into the habit of writing like this, because such language is all
around you, in precedents, forms, contracts, statutes etc. This kind
of legal writing presents a barrier to effective communication.

Being cute or clever when it isn't necessary can be distracting.

Plain, clear English is what you need — not too much Latin and
five-syllable words or legalese.

• Be Elegant : Elegance is something we recognise and appreciate
when reading a piece of writing. It is a matter of artistic impression.

It is also very much a matter of flow and rhythm. No one can tell
you how to write elegantly. It is for you to decide. Elegance should
be sacrificed to some degree if it is in conflict with precision, non-
ambiguity, completeness or clarity.

• Be polite : It may feel good to make those stinging, snide comments
about the other company or to the other side…but this won't be
your only case or dealing with them. If you need to get a point
across, doing so tactfully is better.

• Appeal visually : It will help make your proposal attractive. Douse
white space and short paragraphs. Tables of contents can be used
as well and are greatly appreciated in lengthier drafts. Breaking up
long paragraphs into subparagraphs and numbered lists is nice too

— it makes it easier to pinpoint cite a particular provision. This
also goes for most documents, such as articles of incorporation, etc.

• Have the reader in mind when you write : An opinion or a
legaldocument may be addressed to anyone but frequently a lay
client will wish to read it and it should be comprehensible to him or
her. Always be aware of the characteristics and background of the
likely reader of what you write and gear it to that reader.

• Read over anything you write to correct typographical errors and to
give yourself one final opportunity to improve in any small way
you can on what you have written.

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Tips to improve writing

1. Have a strong mindset to improve your writing skills and believe
that you can do anything and everything.

2. Read writings of others regularly. While reading, underline those
words for which you don't know the meaning. Then, refer the
dictionary and know the meaning. Try to find meaning for atleast

30 to 50 words a day. Also, try to understand the whole sentence
where you find the word. You need to do this for a minimum of 6
months to one year and many professionals and even successful
personalities do this throughout their life.

3. You should know basic grammar. Refer basic grammar books and
understand the substance. Concentrate on basics first.

4. Before starting to write anything, make sure what you want to say.

5. Practice writing. Write something regularly. Note down your
experience, send mails and write an article.

6. If you are uncertain of the spelling of a particular word, use a
dictionary.

7. If you cannot think of the word which conveys precisely what you
want to covey, use a thesaurus.

8. After doing all the things referred to above for some time, then,
communicate with others in English and participate in discussions
with friends and intellectuals in English. But get basics first before
going to speak in English.

9. While doing all these things, you tend to be good at professional
drafting. It’s all practice and it makes one perfect.

10. Ultimately, you should constantly read and write and it should be
your hobby and in the course, you will be master in
communication.

Taking these steps, you should improve your ability to write in a way which
is clear and easy to read.

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Peer Review of the Practice Unit

Definition

The dictionary meaning of the term “Peer” is, a person of the same legal
status or a person who is equal to another in abilities, qualifications,
age,background, etc. “Review” means to look back upon (a period of time,
sequence of events, etc.) Thus Peer Review is a self-improvement process
and is a method of evaluation of a person’s work or performance by a group
of people in the same occupation, profession, or industry.

Excellence is the hallmark of success in a competitive environment.

Performance can be judged and enhanced to a level of excellence only
by evaluation by a competent professional. The Council of the

Institute, therefore decided to introduce Peer Review for Practising

Companies Secretaries (PCS) to periodically evaluate the quality,
sufficiency of systems, procedures and practices, so that excellence in
their performance is maintained.

Benefits of Peer Review

There are significant benefits which a Practice Unit (P.U.) will obtain in
undergoing a Peer Review. These may be summarized below:

1. A successful Peer Review will provide comfort to the P.U. that he
has adhered to various statutory, documentary and other
regulatory requirements.

2. If deficiencies are noticed and corrective measures suggested, the

P.U. will have an opportunity to correct the deficiencies and
thereby enhance his professional competence.

3. If a Peer Review Certificate is issued in favor of the P.U. it enhances
his credibility in the eyes of the general public.

4. Since a Chinese Wall exists between the Peer Review Process and
the Disciplinary Proceedings, the P.U. will benefit from Peer Review
without any apprehension of any disciplinary proceedings being
initiated against him for any deficiencies noticed on his part.

5. Clients of the P.U. will benefit from knowing that their P.U. is
periodically reviewed by the ICSI.

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FAQs on Peer Review

1.

What is Peer Review?

Ans.

Peer Review is a process used for examiningthe work performed by
one’s equals (peers) and to understand the systems, practices and
procedures followed by the Practice Unit and to give suggestions, if
any, for further improvement.

2.

To whom all would Peer Review be applicable?

Ans.

Peer Review is applicable to all PractisingCompany Secretaries.

3.

How much will it cost me to get Peer Reviewed?

Ans.

You shall pay to the Peer Reviewer the fee of Rs. 10,000/-

(inclusive of TA/DA and any out of pocket expenses) as may be
prescribed by the Peer Review Board from time to time.

4.

What is the frequency of Peer Review?

Ans.

Initially, each Practice Unit would be required to be peer reviewed
at least once in every five years.

5.

Can I become a Peer Reviewer?

Ans.

Any member of the Institute who fulfills the following criterion
may apply to be empanelled as a Peer Reviewer-

a. possesses at least 10 years of post membership experience

b. is currently in practice as a Company Secretary.

6.

After the Peer review of my records do I get any protection from
disciplinary proceedings under the Code of Conduct?

Ans.

No. Peer Review is only a broad examination of the systems and
procedures followed by the Practice Unit. The fact that you have
been Peer Reviewed does not provide immunity from Disciplinary

Action. However, neither Institute nor the Reviewer can file any
complaint in respect of deficiencies observed during the course of

Peer Review. (Refer Cl. 18 of the Guidelines for details)

7.

Will ICSI be issuing any Certificate after Peer review?

Ans.

Yes.

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8.

Will ICSI put up the names of the PU which have undergone PR on

ICSI website?

Ans.

Yes

9.

Is it true that the significant objective of Peer Review is to identify
deficiencies?

Ans.

No, the significant objective of the peer review is not to find out
deficiencies but to improve the quality of services rendered by the
members. The objective is not to identify isolated cases of
engagement failure, but to identify weaknesses that are pervasive
and chronic in nature.

9.

What professional opportunities are likely to be provided by the
process of peer review?

Ans.

Some of the areas which may provide/enhance professional
growth/opportunities both for Reviewer and Practice Unit could
be as under:

I. Training of Reviewer and practice unit would lead to updating
the knowledge and consequently expansion of horizon of
professional opportunities.

II. Incentive for implementation of the best professional Practices
by a Practice Unit being subject to peer review, since one’s
internal policies and procedures are subject to an independent
review.

III. Enhancement in the competence of members since such a
process greatly increases the awareness about the
implementation of Technical Standards both on the part of the

Reviewer and the Practice Unit.

IV. Public sector undertakings (PSUs) prefer Peer Reviewed PUs to
conduct Secretarial Audit of their undertakings.

V. Council of ICSI has issued notification that the Partners of Peer

Reviewed unit would be entitle to get 5 additional Secretarial

Audits.

VI. Peer Review would serve as a quality assurance certificate and
may invite preference from regulatory and other authorities
while assigning Professional work to Companies Secretaries.

10.

What is the focus of Peer Review?

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Ans.

The focus of Peer Review is on:

— Compliance with Technical Standards

— Quality of Reporting

— Office Systems and Procedures –pertaining to attestation
services only, including appropriate infrastructure.

— Time and Staff Management

— Professional Development of Staff

11.

How will a PU be selected for Review?

Ans.

At each phase of Peer Review, certain PUs, would be selected for
peer review on a random selection basis. The Board is empowered
to decide the proportion of PUs to be included in the selection
during each phase of implementation.

A PU may also suo moto; apply to the Board for conduct of its peer
review. Further a client of the PU may request Board for Peer

Review of the PU. In such a case, the cost of the peer review would
be borne by the Client itself.

12.

How does a Reviewer select attestation service engagements to be
reviewed?

Ans.

The Reviewer is required to select on a random basis an initial
sample for review from the complete list of attestation service
engagement of the PU. He may select the sample on the basis of the
information given in the questionnaire and after seeking such other
information from the PU as he considers necessary to facilitate the
selection. The engagements to be reviewed should be a balanced
sample from a variety of different sized clients covering various
entities so that they reflect the overall performance of a PU.

The Reviewer may modify the initial samples selected for review,
in consultation with the PU at the execution stage.

Bank Accounts, Accounting and other Financial Issues

The practitioner receives remuneration for the professional services by way
of bank transfers, cheques, bank drafts as well as in cash in a few cases. It
becomes imperative to have a bank account where to received funds and
deposit the other bank instruments and cash received. This would not only

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enable safekeeping of the funds but also help in building up a corpus to
meet future expansion needs. The practitioner as well as the bank in which
the account is maintained develop a healthy relationship overtime and are
more willing to lend funds to the customers who already maintain deposit
accounts with the bank. The type of bank account whether savings or
current account or overdraft or cash credit account would depend on the
needs of the practice. The need is to plan the available resources well and
regularly keep aside some funds in the bank account to meet unforeseen
emergencies and future expansion needs.

Building Support Team

During the initial years of practice the work load may be less and the sole
practitioners may be able to handle all the tasks requiring the exercise of
professional skill and judgement or regular mundane tasks which may be
just administrative in nature on his own with great ease. Employing
support staff during the initial years of practice may not be a good idea if
the same is manageable with some part time staff or just an office boy to
run around and do all odd jobs such as paying utility bills for telephone and
electricity, receiving phone calls and postal mails in your absence from
office maintain the cleanliness in office and other such things. Nevertheless
you should plan in advance and employ staff who in the long run will be
your greatest asset in the form of a support team which functions on its
own without every time being told to do certain tasks.

Soliciting Clients

A professional practice will remain afloat only so long as it has regular
clientele. During the initial years of practice the potential clients may not
know you and you need to go out all the way and apprise them about the
services that you can offer. You may advertise your services but with
caution as soliciting clients is subject to the code of conduct as applicable to
company secretaries. The Council of the Institute has permitted practising
company secretaries to use their own logo on Stationery (Letterhead,
business cards, envelopes, etc.); Branding Collateral (Flyers, brochures,
books, website, etc.); Apparel Design (Tangible clothing items that are
worn by employees); Signage (Interior & Exterior design); Messages &

Actions (Messages conveyed via indirect or direct modes of
communication); Other Communication (Audio / video, etc.); Anything
visual that represents the business, subject to compliance with the

“Guidelines for use of Individual Logo by Company Secretaries in Practice”.

The Guidelines for Advertisement by Company Secretary in Practice lay
down the broad parameters for what is permissible and what is restricted
while advertising your services in various modes. Of course you may
advertise through the internet by setting up your own website providing

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information about the range of services offered by your professional
practice.

The design of an effective advertisement for soliciting clients without
stepping into the quagmire of the Code of Conduct requires a thorough
understanding of the clients’ needs in the geographical area which you plan
to service. A complete research of the viability of the practice in the field of
professional services which you plan to offer. A detailed budget plan to
finance the advertisement exercise. The work will start with identifying the
target clients, services proposed to be offered, clients’ needs and the
capacity of the professional practice to tailor its service offerings to the
client’s needs. The advertisement should be targeted at providing exposure
of the professional practice to the target market right from the start of the
practice to the evolution period of the practice. The entire exercise would
need a close watch on the budgets, financing of the advertisement exercise
and outcomes so as to determine timely alternations in the action plan.

Networking

The recent regulatory prescriptions in the Companies Act, 2013 and various
other legislations have given a big boost the Practice of Company

Secretaries. The Practice Units are quite small in size in form of sole
proprietorship firm or in the form of partnership firms.

Such small and medium PCS firms face the following key challenges:

(a) Limitation of resources including skilled manpower, infrastructure,

Information technology.

(b) Limitation in providing services at multi locations.

(c) Competition with other professional firms.

(d) Professional development.

(e) Limitation of Client base.

(f) Limitation in getting quality work due to limited resources and
specialized team.

(g) Limitation in scale of operations.

(h) Limitation in Brand Equity.

(i) Succession planning.

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In view of enhanced scope of practice, mega partnerships comprising of ten
or more partners would be required for providing professional services.

Such mega partnership firms are possible only through mergers/demergers
of existing firms to retain benefits of their past experience/credentials.

There is no doubt that with consolidation and formation of large firms the
profession shall attain new heights, stature & growth. Networking may also
facilitate the growth & consolidation of PCS firms.

Networking provides the following key benefits:

(a) Growth, better visibility and branding of Company Secretary firms
in view of sharing of knowledge, data base, profit, cost, common
ownership, control, management, common quality control policies
and procedures, common business strategy, the use of a common
brand name or resources.

(b) Standardization of practices and procedures followed by
professional firms.

(c) Provides an opportunity to start up firms to scale up their
operations, learn and adopt the standard practices and nuances
thereof.

(d) Attracting the best talent and retention of best and skilled staff and
manpower.

(e) Single window services – one stop shop for clients.

(f) Facilitates execution of BPO work.

(g) Advantage of economies of scale.

(h) Gives more confidence to clients in services.

(i) Provides an opportunity to compete with fellow professionals as
well as global service providers.

(j) It is a step towards adaptation of Global practices and may open
gates for International tie-ups for professional firms

(k) Encourages Research in more systematic and meaningful manner.

(l) Encourages practice units to move towards specialist firms, as
through Network they can offer complete set of services to their
clients without taking liabilities.

Company Secretary in Practice – Ready Reckoner

103

(m) Improves client satisfaction due to standardized service delivery
modules in diversified areas and at different locations.

(n) Enhances the confidence to handle assignments in new areas and
provides
an
opportunity
for
continuous
professional
updation/training/knowledge dissemination to members as well
as service users.

(o) Empowerment to small firms and brand building.

(p) Provides and accelerates multi disciplinary services.

(q) Satisfies the needs of clients having business units in various
geographical locations.

(r) Overcome Infrastructure constraints.

(s) Provides a base to firms to understand each other, leading to
merger/ formation of mega/bigger firms.

The benefits of Networking pose unique challenges before the professionals
as under:

(a) Networking does not facilitate/permit the claim of pooled
resources (including partners/infrastructure, etc.) of all members
of Network towards meeting the eligibility criteria of particular

Company/organization.

(b) Perceived conflicts of interest.

(c) Fear of loss of the client.

(d) Uncertainty as to achieving the objectives of the networking
initiative.

Another dimension to networking is building relationships with others, i.e.,
persons and organisations not in the practice of the profession. Such
networking relationships lead to increased clientele for the practice unit
and avoid isolation that may be detrimental to the growth and development
of the practice. Such networking provides opportunities for connecting
with:

— Mentors, to assist and guide in the practice.

— Mentees, for sharing the rich experience gained in the practice.

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Company Secretary in Practice – Ready Reckoner

— Other practitioners, for exchange of services and referrals.

— Prospective employees, to lend support in the growth and
development of the practice.

— Potential Clients, to engage your services.

Mentoring

Mentoring is an essential part of the professional practice. Mentors provide
the necessary support, guidance and insight that may not be available with
the immediate family members, friends and other staff members during the
initial years of practice. In the long run, typically a mentor may offer expert
advice on:

— Specific or complex legal procedures

— Strategy or tactics

— Ethics and professional judgement

— Issues in managing the practice

— Professional development

— Expansion of the areas of services offering

— Health and wellness issues

A real mentor assists a practice unit in reducing client complaints and
potential hazards of unintentional non-compliance with the law. The
benefits of having a mentor may not be immediate but in the long run, the
practice unit is sure to gain from the mentoring relationship.

Administrative Requirements

Setting up of the practice requires compliance with certain statutory
provisions of the Company Secretaries Act, 1980; Company Secretaries

Regulations, 1982 and the Guidelines issued by the Council of the Institute
from time to time to regulate and develop the profession of company
secretaries. Each practitioner must:

(i) Pay the annual membership and renewal of CoP fee

(ii) Intimate to the Institute any change in professional address or
address of his branch or any other office

Company Secretary in Practice – Ready Reckoner

105

(iii) Maintain the Register of Certificate / Attestation services in the
format prescribed by the Institute

(iv) Pay the statutory dues such as House Tax, Electricity and telephone
charges, etc.

Practice Management

The primary objective of this publication is to guide the start-ups in setting
up their practice. However, more daunting than starting a practice is to
sustain and run the practice successfully on an ongoing basis. Statistics
prove that quite many practice units surrender the Certificate of Practice
citing insufficient practice opportunities, inability to find clients or
disloyalty from the clientele. While the main reason for shutting the
practice unit is the inability of the practitioner to find and retain clients due
to absence of systems and procedures for running the practice unit.

Operation of a successful practice unit needs setting up of systems and
procedures that effective manage:

— Client service, relations, expectations and communications.

— Client files, including KYC, checking of conflicts organisation and
storage of files.

— Financial obligations, cash flow, book keeping and financial
reporting.

— Time, time planning, docketing and reminder systems.

— Use of technology to aid practice.

Contingency Planning

A sound practice demands that clients’ interest is paramount in all
circumstances. There may be instances when the practitioner may not be in
a position to personally attend to the client or to address the client’s urgent
requirements. At times the practitioner may be away from office on
professional assignments or to meet personal commitments, in such
situations there need to be some colleague or employee of the practitioner
who can atleast acknowledge receipt of any communication from the
clients.

This calls for development and implementation of a proper contingency
plan to help manage the affairs of the practice unit during unforeseen
interruptions, planned and unplanned absence from office. The contingency

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Company Secretary in Practice – Ready Reckoner

plan should take care of the client’s interests by ensuring continuity in
service during the period of interruption or absence of the practitioner.

Similarly, there should be a plan for someone to see the sale, transfer or
closure of practice in the event the practitioner is permanently disabled
from returning to the practice.

The contingency plan should be designed and implemented as soon as
possible after start of the practice and should be reviewed at regular
intervals to remain relevant.

Ethics and Disciplinary Actions by the Institute

Extracts of The Companies Secretaries Act, 1980

First Schedule Part I

A Company Secretary in Practice shall be deemed to be guilty of
professional misconduct, if he–

(1) allows any person to practice in his name as a Company Secretary
unless such person is also a Company Secretary in practice and is in
partnership with or employed by him;

(2) pays or allows or agrees to pay or allow, directly or indirectly, any
share, commission or brokerage in the fees or profits of his
professional business, to any person other than a member of the

Institute or a partner or a retired partner or the legal
representative of a deceased partner, or a member of any other
professional body or with such other persons having such
qualifications as may be prescribed for the purpose of rendering
such professional services from time to time in or outside India.

(3) accepts or agrees to accept any part of the profits of the
professional work of a person who is not a member of the Institute:

Provided that nothing herein contained shall be construed as
prohibiting a member from entering into profit sharing or other
similar arrangements, including receiving any share commission or
brokerage in the fees, with a member of such professional body or
other person having qualifications, as is referred to in item (2) of
this part;

(4) enters into partnership, in or outside India, with any person other
than a Company Secretary in practice or such other person who is a
member of any other professional body having such qualifications
as may be prescribed, including a resident who but for his
residence abroad would be entitled to be registered as a member
under clause (e) of sub-section (1) of section 4 or whose

Company Secretary in Practice – Ready Reckoner

107

qualifications are recognized by the Central Government or the

Council for the purpose of permitting such partnerships;

(5) secures, either through the services of a person who is not an
employee of such company secretary or who is not his partner or
by means which are not open to a Company Secretary, any
professional business: Provided that nothing herein contained shall
be construed as prohibiting any arrangement permitted in terms of
items (2), (3) and (4) of this Part;

(6) solicits clients or professional work, either directly or indirectly, by
circular, advertisement, personal communication or interview or
by any other means;

(7) advertises his professional attainments or services, uses any
designation or expressions other than Company Secretary on
professional documents, visiting cards, letterheads or sign boards,
unless it be a degree of a University established by law in India or
recognized by the Central Government or a title indicating
membership of the Institute of Company Secretaries of India or of
any other institution that has been recognized by the Central

Government or may be recognized by the Council;

(8) accepts a position as a Company Secretary in practice previously
held by another Company Secretary in practice without first
communicating with him in writing;

(9) charges or offers to charge, accepts or offers to accept, in respect of
any professional employment, fees which are based on a
percentage of profits or which are contingent upon the findings, or
result of such employment, except as permitted under any
regulation made under this Act;

(10) engages in any business or occupation other than the profession of

Company Secretary unless permitted by the Council so to engage;

(11) allows a person not being a member of the Institute in practice, or a
member not being his partner to sign on his behalf or on behalf of
his firm, anything which he is required to certify as a Company

Secretary; or any other statements relating thereto.

Second Schedule Part I

A Company Secretary in practice shall be deemed to be guilty of
professional misconduct, if he—

(1) discloses information acquired in the course of his professional
engagement to any person other than his client so engaging him,
without the consent of his client, or otherwise than as required by
any law for the time being in force;

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Company Secretary in Practice – Ready Reckoner

(2) certifies or submits in his name, or in the name of his firm, a report
of an examination of the matters relating to company secretarial
practice and related statements unless the examination of such
statements has been made by him or by a partner or an employee
in his firm or by another Company Secretary in practice;

(3) permits his name or his name of his firm to be used in connection
with any report or statement contingent upon future transactions
in a manner which may lead to the belief that he vouches for the
accuracy of the forecast;

(4) expresses his opinion on any report or statement given to any
business or enterprise in which he, his firm, or a partner in his firm
has a substantial interest;

(5) fails to disclose a material fact known to him in his report or
statement but the disclosure of which is necessary in making such
report or statement, where he is concerned with such report or
statement in a professional capacity;

(6) fails to report a material mis-statement known to him and with
which he is concerned in a professional capacity;

(7) does not exercise due diligence, or is grossly negligent in the
conduct of his professional duties;

(8) fails to obtain sufficient information which is necessary for
expression of an opinion or its exceptions are sufficiently material
to negate the expression of an opinion;

(9) fails to invite attention to any material departure from the
generally accepted procedure relating to the secretarial practice;

(10) fails to keep moneys of his client other than fees or remuneration
or money meant to be expended in a separate banking account or
to use such moneys for purposes for which they are intended
within a reasonable time.

Company Secretary in Practice – Ready Reckoner

109

APPENDIX IV

Recognitions Secured for Company Secretaries in Practice

Sl. No.

Statute/Authority

Purpose

When Obtained

I. COMPANY LAW

1.

The Companies Act Company

Secretary
in

12 September,
and

Practice" means a Company

2013

Secretary who is deemed to
be in practice under sub-
section (2) of section 2 of
the Company Secretaries

Act, 1980. {Section 2(25)}

(a) To make declaration
that
all
the
requirements
of

Companies Act, 2013
and the rules made
thereunder in respect
of registration and
matters precedent or
incidental
thereto
have been complied
with. {Section 7(1)(b)

& (b) Rule 14 of the

Companies

(Incorporation)

Rules, 2014}

(b) To certify the annual
return
of
listed
company
or
a
company turnover of
fifty crore rupees or
more.{Section 92(2)

read with Rule 11 of
the

Companies

(Management
and

Administration)

Rules, 2014}

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Company Secretary in Practice – Ready Reckoner

(c) Issue Secretarial

Audit Report to every
listed company and
every public company
having a paid-up
share capital of fifty
crore rupees or more;
or
every
public
company having a
turnover
of
two
hundred fifty crore
rupees
or
more.

{Section 204 & Rule 9
of

Companies

(Appointment
and

Remuneration

Personnel)

Rules,

2014}

(d) To certify that
whether the merger
and
amalgamation
scheme
is
being
complied with in
accordance with the
orders
of
the

Tribunal
or
not.

{Section 232 (7)}

(e) To certify that the buy
back of securities has
been
made
in
compliance with the
provisions of the Act
and
rules
made
thereunder. [Sub rule

(14) of rule 17 of

Companies

(Share

Capital
and

Debenture)

Rules,

2014.

(f) Authorise to conduct
internal
audit
of
companies on 31st

Company Secretary in Practice – Ready Reckoner

111

March, 2016 (Section

138).

(g) To be appointed as an
expert

{Section

2(38)}

(h) To be appointed as

Interim / Company

Administrator

(Section 259)

(i) To be appointed as

Judicial Member of

NCLT (Section 409).

2.

Companies

To make declaration that the

(Incorporation)

draft memorandum and

Rules, 2014
articles of association have
been
drawn
up
in
conformity
with
the
provisions of Section 8 of
the Companies Act, 2013
and rules made thereunder
and
that
all
the
requirements of the Act and
the rules made thereunder
relating to registration of
the company under section

8 and matters incidental or
supplemental thereto have
been
complied
with.

[Section 8 read with Rule 19
of
the

Companies

(Incorporation) Rules, 2014]

3

Companies

To appoint as a scrutinizer

(Management and
in every listed company or a

Administration)

company having not less

Rules, 2014
than
one
thousand
shareholders to scrutinize
the Administration) Rules,
e-voting process in a fair
and transparent manner

[Rule 20 of the 2014]

112

Company Secretary in Practice – Ready Reckoner

4

Nidhi Rules, 2014

To certify half yearly return
of Nidhi Company {Rule 21}.

5

Nidhi Rules, 2014

To

Certify
return
of

Statutory compliances with
the Registrar filed by Nidhi

Company. [Section 406 read
with rule 5 of Companies

Nidhi Rules, 2014.

6

Companies (Issue To
oversee
all
the
of

Global compliances
relating
to

Depository
issue of depository Global

Receipts)

Rules, Depository receipts and to

2014]

provide compliance report
to be placed at the Receipts)

Rules, 2014 meeting of

Board of Directors. [Rule 4
of the Companies (Issue of

Global Depository Receipts)

Rules, 2014]

7

Companies

Precertification of e-form

(Registration

Offices and Fees)

Rules, 2014

8.

Limited Liability

LLP forms:

1st April, 2009

Partnership Rules,

2009

Form No.2

Form No.3

Form No.4

Form No.5

Form No. 8

Form No.11

Form No.12

Form No.15

Company Secretary in Practice – Ready Reckoner

113

Form No.17

Form No.18

Form No.31

Form No.32

9

National Company

To
act
as
authorised 21 July, 2016

Law Appellate
representative before the

Tribunal Rules,

NCLAT (Section 432 read

2016
with Rule 63 of National

Company Law Appellate

Tribunal Rules, 2016

III SECURITIES LAWS AND CAPITAL MARKETS

10

The Securities and

To appear as authorised

Exchange Board of
representative before the

India Act, 1992.

December 1999

Securities

Appellate

[Section 15V,

Tribunal

Explanation (b)]

11

The Depositories

To appear as authorised December, 1999

Act, 1996 [Section
representative before the

23C, Explanation

Securities

Appellate

(b)]

Tribunal

12

Regulation 40 (9)

The share transfer agent 02 September,
of SEBI, (Listing
and/or the in-house share 2015

Obligations and
transfer facility as the case

Disclosure
may
be,
produces
a

Requirements)

certificate from a Practising

Regulations, 2015

Company Secretary within
one month of the end of
each half of the financial
year, certifying that all
certificates have been issued
within thirty days of the
date of lodgement for
transfer,
subdivision,
consolidation,
renewal,
exchange or endorsement of
calls / allotment services.

114

Company Secretary in Practice – Ready Reckoner

13

Regulation

A half yearly certificate 02 September,

56(1)(d) of
regarding maintenance of 2015

(Listing obligations hundred
percent,
asset
and Disclosure
cover in respect of listed

Requirements)

non
convertible
debt

Regulations, 2015
securities by either a

Practicing

Company

Secretary or a Practicing

Chartered Accountant along
with the half yearly financial
results.

14

SEBI (Investment

To issue certificate of

Advisers)

compliance to an investment

Regulations ,2013
adviser
under

SEBI

[Regulation 19(3)

(Investment

Advisers)

Regulations, 2013

15.

BSE SME Notice

To issue certificate of

No.2012-11 26-
compliance conditions for

17dated 26
listing on SME Platform of

November, 2012

BSE Ltd.

Schedule V, Clause

September 02,

Compliance

Certificate

E of SEBI (Listing

2015
regarding compliance of

Obligations and

16.

conditions of Corporate

Disclosure

Governance to be annexed

Requirements)

with the directors report.

Regulations, 2015

To conduct annual audit of 01 September,

Regulation 25(3)

Research
analyst
or 2014
of SEBI (Research

17.

research entity in respect of

Analysts)

Compliance
with
these

Regulations, 2014
regulations.

Regulation 55A of

To issue quarterly certificate

SEBI (Depositories
with regard to reconciliation

Participants
of the total) issued capital,

Regulations, 1996
listed capital and capital 02 September,

18.

held by depositories in 2003
dematerialized form, details
of changes in share capital
during the quarter, and in-
principle approval obtained

Company Secretary in Practice – Ready Reckoner

115

by the issuer from all the
stock exchanges where it is
listed in respect of such
further issued capital.

19.

SEBI’s Circular

To conduct Internal Audit of

IMD/PMS/CIR/1/

Portfolio Managers

21727/03

20.

SEBI’s Circular

To conduct internal Audit

21 October,
of Stock Brokers / Trading

2008

MRD/ DMS/CIR-

Members

/

Clearing

29/2008

Members

21.

SEBI’s Circular

To conduct internal Audit

SEBI/
for Credit Rating Agencies

MIRSD/CRA/Cir-

06 January,

(CRAs)

01/2010

2010

22.

National

Conduct of Internal Audit

Securities
of operations of the

Depositories

Depository Participants, at

March, 1999

Limited (NSDL)

intervals of not more than
three months and furnish
a copy of the internal
audit
report
to
the
depository.

23.

NSDL Circular No.

Concurrent Audit in case of

NSDL /

Demat Account opening,

POLICY/2006/00

Control and Verification of

June, 2006

21

Delivery Instruction Slips.

24.

Central

(i) Conduct of Internal

Depository

Audit of operations of
the

Depository

September,

Services (India)

Participants at such

1999

Limited (CDSL)

intervals as may be
specified by CDSL from
time to time and
furnish a copy of the
internal audit report to

CDSL.

116

Company Secretary in Practice – Ready Reckoner

(ii) For empanelment by

CDSL as auditors for
conduct of audit of the
records
of
the
participants in so far
as the records and
operations relate to

CDSL.

25.

(A) Securities

(i) To appear as authorized

December,

Contracts
representative
before

1999

(Regulation) Act,
the Securities Appellate

1956; and

Tribunal

August, 1982

Securities

Contracts

(Regulation)

Rules, 1957

[Section 22C,

Explanation (b)]

(Guideline No.

F1/8/SE/82 dt.

20.8.1982).

26.

SEBI Circular

Certification
regarding

May 3, 2016

No.CFD/

Issuance of securities to

DIL3/CIR/P/2
more than 49 and up to

016/53

200 investors in case of
deemed public issue

27.

SEBI Notification

To act as a financial valuer

November 30,

No.SEBI /
under SEBI (Infrastructure

2016

LAD/NRO/

Investment

Trusts)

GN2016-17/021

Regulations, 2014

28.

SEBI Notification

To act as a financial valuer

November 30,

No. SEBI
under SEBI (Real Estate

2016

/LAD/NRO/

Investment

Trusts)

GN2016-17/022

Regulations, 2014

III. Bombay Stock Exchange Ltd.

Certification for Networth

29.

Net worth
to be submitted by all

Certificate
active members.

Company Secretary in Practice – Ready Reckoner

117

Listing of IPO

Certification for allotment,

and
share
certificates
corresponding to equity

securities under lock in
with
non-transferability
condition.

[Source:

www.bseindia.com]

Forfeiture of

Certification
that
the

securities
company
had
duly
complied
with
the
provisions contained in the

company’s Memorandum
and Articles of Association
and the Companies Act,

2013.[Source:www.bseindi
a.com]

Listing of Non-

Certification for allotment

Convertible
that it has been made as

Debentures
per the basis of allotment

pursuant to
approved
by
the

Public Issue
designated stock exchange.

[Source:

www.bseindia.com]

Revocation of

Certification
for

suspension in
compliance
w.r.t.

trading of

Regulations 17-27 of the

equity shares

SEBI Listing Regulations.

[Source : www.bseindia.

com]

Listing on the
i) Certification for the

BSE Hi- Tech
statement of material

(Institutional
contracts
and

Trading
documents ( In case of

Platform)

Without Public Issue)

ii) Certification for the
statement of material
contracts
and
documents. (In case of
with

Public

Issue)

[Source:www.bseindia.

com]

118

Company Secretary in Practice – Ready Reckoner

Listing on the
i) Certification
for

BSE-SME
following matters –

Platform
a The Company has
not been referred
to the Board for

Industrial
and

Financial

Reconstruction

(BIFR).

b. There is no winding
up petition against
the
company,
which has been
admitted by the
court
or
a
liquidator has not
been appointed.

c. There has been no
change
in
the

promoter/s of the

Company in the
preceding one year
from date of filing
application.

ii) Certification for
following matters –
a. Allotment has been
made as per the
basis of allotment
approved by the

Designated Stock

Exchange.

b. The share
certificates
corresponding to
equity
securities
under lock-in have
been enfaced with
non-transferability
condition.

Company Secretary in Practice – Ready Reckoner

119

c. Allotment of shares
from
the
employees’ quota
has been made to
permanent/regular
employees of the
company and of the
promoter
companies, as on
the date of the
opening.

[Source:www.bsein
dia.com]

Qualified

I. Pre allotment

Institutions

Certification
for

Networth together with

Placement (QIPs)

related workings of the
company based on the
audited balance sheet
of
the
previous
financial year.

II. Post allotment

Certification
for
confirming the floor

price has been based
on the pricing formula
prescribed
under

Chapter VIII of SEBI

(Issue of Capital and

Disclosure

Requirements)

Regulations, 2009 and
receipt of funds against
the
placement
of
securities with QIBs.

[Source:www.bseindia.

com]

In -principle

Certification for issuance of

approval
securities issued on a
preferential basis under

Regulation 28(1) of the

120

Company Secretary in Practice – Ready Reckoner

SEBI

Listing

Regulations.[Source:www.

bseindia.com]

Granting

Certification for the equity

listing
shares
issued
on
a

approvals
preferential basis- Post
issues.[Source:www.bseind
ia.com]

Listing of equity

Certification for receipt of

share issued
money
and
quarterly
pursuant to
certification
that
the
exercise of
company has received the

options granted
application/allotment
under ESPS/
money from the applicants.

ESOS/SARS/GEB

[Source:www.bseindia.

S/RBS
com]

Listing of

Certification for allotment

securities
has been done as per basis
issued
of allotment approved by

pursuant to
the
designated
stock
the Rights
exchange.

issue

[Source:

www.bseindia.com]

Listing approval

Certification
for

for
compliance with the SEBI

(ICDR) Regulations, 2009.

Bonus shares

[Source:

www.bseindia.com]

III. National Stock Exchange Ltd.

NSE Circular No.

Certification for :-

541 Ref. NS E/ME

M/7835
i) Details
of
director/proprietor in
format C-3 of Annual

Return submitted by

Trading Member to the

Stock Exchange.

Company Secretary in Practice – Ready Reckoner

121

ii) Details of share-
holding
pattern/
sharing pattern of
corporates in format

C-6 of Annual Return
submitted by Trading

Member to the Stock

Exchange.

iii) Details of share-
holding
pattern/
sharing pattern of
firms in format C-6 of

Annual

Return
submitted by Trading

Member to the Stock

Exchange.

iv) Details of Dominant
group of Corporates
in format C-7 of

Annual

Return
submitted by Trading

Member to the Stock

Exchange.

v) Undertaking from

Relative of Persons
constituting

Dominant Promoter

Group in format C-8
of Annual Return
submitted by Trading

Member to the Stock

Exchange.

vi) Undertaking
from
corporates
supporting Dominant

Promoter Group in
format C-8 of Annual

Return submitted by

Trading Member to
the Stock Exchange.

[Source:

122

Company Secretary in Practice – Ready Reckoner

www.nseindia.com]

Promoter

Certification
for

reclassification

Reclassification
of

promoters
as
public
shareholders.

[Source:

www.nseindia.com]

Name Change

Certification for name

change, and provide the
detailed bifurcation of
income earned by the

Company under various

activities as suggested by
the new name.

[Source:

www.nseindia.com]

In principle

Certification for following

approval for
confirmations:

securities issued
underlyin
i) The pricing of the

GDRs/ADRs
issue along with the
detailed working of
the same

ii) The company has
received the entire
consideration
payable prior to the
allotment
of
shares.[Source:

www.nseindia.com]

Grant of approval

Certification for Networth

under Regulation
of the Company pre and

37 of the SEBI
post
scheme
under

Listing

Sections 101, 391 and 394

Regulations,2015
of the Companies Act,

1956.

[Source:

www.nseindia.com]

Company Secretary in Practice – Ready Reckoner

123

Listing of further

Certification for lock-in

issue of securities
pursuant to scheme of
amalgamation / merger /
scheme of arrangement

etc details (Mentioning
the Lock-in date details).

[Source:

www.nseindia.com]

Listing of further

Certification
for

issue of securities
compliance
with

SEBI

issued as Bonus

(ICDR) Regulations, 2009.

[Source:

www.nseindia.com]

Issue of securities

Pre allotment Certification

under Qualified
for

confirming
the

Institutional

Networth calculation in

Placement (QIP)

case of pre allotment of
and
shares in case of a QIP and

IPP.

Post allotment

Institutional

Certification
for

Placement
confirming the calculation

Programme (IPP)

of the floor price in case
of QIP and IPP.[Source:

www.nseindia.com]

In-principle

Certification for confirming

approval for
securities under lock-in.

listing of

[Source:

securities issued
www.nseindia.com]

under Rights/

Public Issues

Listing of Indian

Certification for allotment

Depository
has been made as per the

Receipts (IDRs)

basis
of
allotment
approved
by
the

Designated

Stock

Exchange.

[Source:

www.nseindia.com]

124

Company Secretary in Practice – Ready Reckoner

In-principal

Certification
for

Approval on Debt
confirmation stating the

Market Segment
issuer is compliant with

Regulations 17 to 27 of

SEBI (Listing Obligations

and

Disclosure

Requirements)

Regulations, 2015.

[Source:

www.nseindia.com]

Listing of shares

Certification for receipt

arising out of
of money at the time of

Conversion of
allotment of Convertible

Debentures/

Debentures/

Warrants/

Warrants/

Notes,
etc.

[Source:

Notes/Bonds into
www.nseindia.com]

Equity Shares

Grant of In-

Certification confirming:

principle approval

(Preferential
i) The entire pre-

Issue)

preferential holding of
the allottee(s) and that
the
same
is
in

dematerialized form.

ii) The Pricing of the
issue along with the
detailed working of
the same. [Source:

www.nseindia.com]

Pre-preferential

Certification
for

holding of the
confirming:

allottee/s
i) The entire pre-
preferential holding of

the
allottee/s
is
locked-in
for
the
period starting from
relevant date up to a
period
immediately
prior to the allotment.

Company Secretary in Practice – Ready Reckoner

125

ii) The total equity shares
are allotted pursuant
to
preferential
allotment and the date
from and upto a
period of 1 Year/

3Years from the date
of

Latest

Trading

Approval under which
these
shares
are
under
lock-in.

[Source:

www.nseindia.com]

Listing of shares/

Certification
for
a

securities issued
confirmation that the said
on
allotment has been made

Preferential/Priva
in accordance with the
te Placement basis
provisions
of
section

in case of

62(3) of the Companies
allotment under

Act,

2013.

[Source:

Section 62(3) of
www.nseindia.com]

Companies Act,

2013.

V. TAXATION

Income-tax Act,

To act as authorised

July, 1979

1961 and Income-
representative before the

31
tax Rules, 1962

Income-Tax authorities

[section 288(2)

and Rule 50 (2A)]

Authority for

To
act
as
authorized

January 2005

32.

Advance Ruling,
representative under Rule

(Customs, Central

2(d)(i)

Excise and

Service Tax)

Procedures Rules,

2005

33.

The Customs,

To
act
as
authorized

October, 1982

Excise and
representative before the

Service Tax

Customs, Excise and Service

126

Company Secretary in Practice – Ready Reckoner

Appellate

Tax Appellate Tribunal

Tribunal under
the Customs Act,

1962 [Section

146A(2)(d)]

read with

Customs

(Appeals) Rules,

1982 [Rule 9(c)]

and The Central

Excise Act,1944

[Section

35Q(2)(c)] read
with Central

Excise (Appeals)

Rules, 2001

[Rule 12(c)] and

Service Tax vide
section 83 of

Finance Act,

1994

34.

West Bengal

Authorized
to
appear

April, 2005

Value
before

Appellate
and

Revisional

Board,
the

Added Tax Rules,

Commissioner, the Special

2005

Commissioner,
the

Additional Commissioner
or any person appointed to
assist the Commissioner on
behalf of a dealer [Rule 2

(1)(a)(iv)].

35.

Bihar Value

Authorised to appear

April, 2005

Added Tax
before VAT authorities
appointed under Section

Act, 2005

10 or the Tribunal or an

Officer of the Bureau of

Investigation constituted
under Section 86 of the

Act [Section 87(d)].

36.

Daman and Diu

Authorised to appear

Value
before any VAT authority
in connection with any

Added Tax
proceedings under this

Regulation,

Company Secretary in Practice – Ready Reckoner

127

Regulation.

[Regulation

2005

82(1)(b)].

37.

Goa Value

Authorised
to
appear

Added Tax
before any VAT authority
including the Tribunal in

Act, 2005
connection
with
any
proceedings under this Act

[Section 82(1)(b)].

38.

Jharkhand

As a tax Practitioner under

Value Added

Section

2(i)To
appear

Tax Act, 2005
before VAT authorities
under Rule 51(1 )(c) To
conduct VAT Audit under

Section 63(1)

39.

Karnataka

Authorised
to
appear

Value Added
before any Authority other

Tax Act, 2003
than the High Court in
read with
connection
with
any

Karnataka
proceeding under this Act

Value Added

Tax Rules,

[Section 86(c) read with

2005

Rule 168(2)( c) (iv)(b)].

As a tax practitioner under

Rule 34(1) read with Rule

168.

40.

Kerala Value

Authorized
to
appear

Added Tax Act,
before VAT Authorities in

2003.

connection
with
any
proceedings under this Act

[Section 86 (e).

41.

Delhi Value

Authorize to appear before

Added Tax Act,

VAT Authorities under

2004
section 82 (1)(b).

42.

Arunachal

To act as authorised

Pradesh Goods
representative before VAT

Tax Act, 2005
authorities

[Sec 83(1)(c) read with

Rule 78(1)(a) of Arunachal

128

Company Secretary in Practice – Ready Reckoner

Pradesh Goods Tax Rules,

2005]

43.

Haryana VAT

To act as authorised

Act, 2003
representative before VAT
authorities

[Sec 52(2)(iii) read with

Section

288(2)(v)

of

Income Tax Act, 1961 and

Rule 50(2A) of Income Tax

Rules, 1962]

44.

M aharashtra

To act as authorised

VAT Act,
representative before VAT

2002

Authorities

[Sec 82(1)(b)]

45.

Meghalaya

To act as authorised

VAT Rules,
representative before VAT

2005
authorities - Rule 1(f)(iv)

46.

Rajasthan VAT

To act as authorised

Rules, 2006
representative before VAT
authorities - Rule 62(b)

read with Rule 50(2A) of

Income Tax Rules, 1962

47.

Uttar Pradesh

To act as authorised

VAT
representative before VAT

Rules,2005
authorities - Rule 2(e) read
with Rule 73

48.

Gujarat VAT

As a practitioner under

Act, 2005

Rule 63 (1) and Section

81(1) read with Rules

59(a)

49.

Draft GST Law

To appear before GST
officer
or
the

First

Appellate Authority or the

Appellate Tribunal as an
authorised representative

[Sec 86(2)(c)]

Company Secretary in Practice – Ready Reckoner

129

VI. OTHER LEGISLATIONS

50.

Competition Act,

To act as authorised

31 March,

2002

[Section
representative before the

2003

35)

Competition Commission
of India and Competition

Appellate Tribunal.

51.

Central

To act as authorized

August, 1999

Electricity
representative before the

Regulatory

Central

Electricity

Commission

Regulatory Commission.

52

The Telecom

To act as authorized

March, 2000

Regulatory
representative before the

Authority of

Telecom Disputes

India Act, 1997

Settlement and Appellate

[Section 17 and

Tribunal.

Explanation (b)

thereto]

53

IRDA

To
certify
that
the

July, 2000

(Registration of
company has complied

Indian Insurance
with all the requirements

Companies)

relating to registration

Regulations,2000
fees, share capital,

(Regulation 10)

deposits
and
other
requirements
of
the

Insurance Regulatory and

Development

Authority

Act, 1999

54.

Foreign Trade

Illustrative

List
of

Foreign Trade

Policy 2015-2020
certificates which may be
issued by a Company

Policy (2015-

Secretary in Practice is

2020)

given hereunder:

Certificate for issue of

EPCG
authorization

(Appendix 26) Certificate
for

EPCG

Redemption

(Appendix 26A)

130

Company Secretary in Practice – Ready Reckoner

Certificate showing sales
turnover of ammunition

(indigenous and imported)

during the preceding three
licensing years (Annexure

ANF 2B)

Certification in respect of

Application for grant of

Status Certificate (ANF 3A)

Certification in respect of
application for Served from

Indian Scheme (Annexure

ANF 3B)

Certificate for Agriculture

Infrastructure
incentive
scrip
under

VKGUY

(Annexure to ANF 3D)

55.

Special Economic

To act as authorized

February,

Zones Rules, 2006
representative before the

2006

(Rule 61)

Board of Approval

56.

Foreign

To issue certificates for

Original

Exchange
exchange
control
recognition

Management
purposes. All certificates,
received in 1992

Act, 1999
which
a

Practising
under FERA. RBI

(FEMA)

Chartered Accountant can
clarified vide
issue as documentary
letter dated April
evidence in support of

19, 2001, the
certain applications, may
recognition is
also be issued by a
valid under

Company Secretary in

FEMA.

Whole-time Practice.

57.

Foreign

To certify under FDI

30 May, 2000

Exchange
policy on behalf of Indian

Management
companies
accepting

(Transfer of
investment

Issue of

Securities by a

Person Resident

Outside India)

Regulations,

2000

Company Secretary in Practice – Ready Reckoner

131

58.

The Trade

Qualified to be registered

15 September,

Marks Rules,
as a trade marks agent.

2003

2002 (Rule

150)

59.

Department of

Certify the documents for

12th January,

Tele-

Other Service Providers

2016
communications

(OSP) Registration for the
vide No. 18-
entities which propose to

05/2009-CS-I
provide the services such

(Section 17 of
as Tele- banking, Tele-

Telecom
medicine, Tele-trading, E-

Regulatory
commerce Call Centers,

Authority of India
both International and

Act, 1997)

Domestic,

Network

Operation Centers and

Vehicle Tracking Systems
etc.

60.

Guidelines for

Certification
regarding

31st May, 2016

Grant of Unified

Paid-up capital and net-

License (Virtual
worth

Network

Operators) (Point
viii & X of Para 1,

Annexure I & II)

Department of

Tele communi-
cations

61.

PFRDA (Internal

Authorised to do Internal

28th August,

Audit of

Audit
of

Custodian

2015

Custodian of

Securities on quarterly

Securities)

basis.

Guidance Note

2015] [Clause 1]

62.

Real Estate

To act as authorised

26th March,

(Regulation and
representative before the

2016.

Development)

Appellate Tribunal or the

Act2016(Section

Regulatory Authority or

56)

the adjudicating officer, as
the case may be.

132

Company Secretary in Practice – Ready Reckoner

63.

Third Party

Company Secretary to

10th August,

Certification/
provide
third
party

2016

Audit Scheme
certification

[Clause 2(ii)]

Department of

Labour,

Government of

Haryana

64.

Transparent

Company Secretary to

24th June, 2016

Inspection
provide
third
party

Scheme (Clause
certification
under

2, Part B)

transparent
inspection

Department of
policy

Labour,

Government of

Haryana

65.

PFRDA

Authorized to act as

13th June, 2016

(Retirement
retirement advisor.

Adviser)

Regulations, 2016

[Regulation 4 (2)]

66.

Department of

Certification for Registration 31 May, 2016

Tele-
along
with

Article
of
communications

Association, Memorandum

(Access Service
of Understanding, Details of

Cell) [Notification

Promoters/

Partner/

No. 800-

Shareholder, Net worth,

Paid up Capital, Foreign

23/2011-VAS (Vol.

Direct Investment in the

II)]

company for the purpose of

Policy guidelines

Application to Department
for the
of Telecommunications for

Empanelment of

Grant of Unified License

Private FM Radio

(Virtual

Network

Stations and

Operators)/Authorisation

12 Aug, 2016
fixation of rates for for Additional Services.

Government

Certificate duly signed by

Advertisements by
the Company Secretary for

DAVP - 2016
the
prescribed
revenue

Ministry of
details, latest profit & loss

Information and
accounts, balance sheet and

Broadcasting,
actual
tax
payment

Directorate of
including service tax for

Company Secretary in Practice – Ready Reckoner

133

Advertising and
previous financial year and

Visual Publicity
the
amount
of
vide F. No.

advertisement
revenue

22204/1/2013/
generated by the Private FM

EAC/AV (Part File

Radio Stations during the

Volume B)

previous
financial
year
preceding the date of

application.

67.

Reserve Bank of

Diligence Report for Banks

September 19,

India Circular

2008

DBOD No. BP.PC.

46/08.12.001/

2008-09

134

Company Secretary in Practice – Ready Reckoner

APPENDIX V

List of Universities which have Recognised Company Secretaryship

Qualification as Equivalent to Post Graduate Degree for

Pursuing Ph.D Course

Sl. No

Name of

Reference

Subjects /

University

Discipline

I.

ANDHRA PRADESH

1.

Kakatiya University

1111/B4/KU/

Commerce/

Warangal Andhra

Recogn.94 dated

Business

Pradesh – 506 009

5.11.1994

Management

2.

National Academy of

MOU dated 10th

Legal Studies and

April, 2004 and

Research (NALSAR)

letter dated

Discipline of

University of Law 5.8.2005

Law

3-4-761, Barkatpura

Hyderabad- 500 027.

3.

Osmania University

1/L/2005/Acad.

Hyderabad Andhra
dated 02.01.2006

Commerce/

Pradesh – 500 007
and

Business

2702/L/2006/Acad

Management

. dated 26.10.2006

4.

Sri Venkateswara

8008/C- I(2)/2005

Management

University, Tirupati,
dated 29th April,
and Commerce

Chittor, Andhra

2005

Pradesh – 517 502

II.

ASSAM

5.

Gauhati University

GU/AC/Equiv/08/8

Gopinath Bardoloi

86-888 dated 17.

Commerce

Nagar

06. 2008

Guwahati – 781 014

6

TEZPUR

UNIVERSITY*

Department of

Management

Business

Administration

School of

Company Secretary in Practice – Ready Reckoner

135

Management

Sciences

Napaam, Tezpur,

Sonitpur, Assam

784028

III.

BIHAR

7.

T.M. Bhagalpur

M/39067 dated

University,

7.11.2003

Commerce and

Bhagalpur, Bihar –
allied subjects

812 007

IV.

CHANDIGARH

8.

Punjab University,

4416/GM

Business

Chandigarh–160 014
dated 31.3.1983

Management/

Commerce

V.

DELHI

9.

Guru Gobind Singh

G G

SIPU/DAA/2007-

Indraprastha

08/117 dated

Management

University, Delhi -

02.01. 2008
and Law

110 006

VI.

GUJARAT

10.

Bhavnagar

Acad/PG/1994/

University,

4349/2002 dated

Gruri Shankar Lane

8th March, 2002

Commerce

Road,

Bhavnagar, Gujarat –

364 002

11

North Gujarat

Aca/8479/2000

University
dated 19th

Commerce and

P.B. No.21, University August, 2000
allied

Road, Patan, Gujarat-
subjects

384 002

12.

Sardar Patel

D:A:4/1/8209

University
dated 26.12.1980

Commerce

Vallabh Vidyanagar

Gujarat - 388 120

136

Company Secretary in Practice – Ready Reckoner

13.

South Gujarat

A/Eli/Equi/17388

University
dated 18/23.2.1981

Commerce and

University Campus
allied

Udhana-Magdalia
subjects

Road

Surat - 395 007.

VII.

HARYANA

14.

Maharshi Dayanand

AC-III/R81/2375

Commerce and

University, Rohtak ,
dated 28.2.1981
allied

Haryana - 124 001
subjects

VIII.

JAMMU & KASHMIR

15.

University of Jammu

No.F.Acd/II/11/391

Commerce/

Babasaheb Ambedkar 1-15, dated

Road, Jammu Tawi –

11.07.2011

Management/

Law

180 006.

16.

The University of

F (Recog. Acad) /

Commerce &

Kashmir 1 Hazart Bal

KU / 002, dated

Management 1

Srinagar - 190 006.

7.5.2002

(M. Phil Course
only)

17.

Shri Mata Vaishno

Devi University,

SMVDU/COM/11/3

College of

580 dated

Management

Management Sub

22.11.2011

Post Office – 182 320

Jammu & Kashmir

IX.

JHARKHAND

18.

Ranchi University

GE/1888 dated

Commerce/

Ranchi

19.12.2011

Management/

Law

X.

KARNATAKA

19.

Bangalore University Com./17663/85-86

Jnana Bharathi
dated 3.4.1986

Commerce

Campus

(1 M. Phil Course only)

Company Secretary in Practice – Ready Reckoner

137

Jnana Bharathi Post

Bangalore - 560 056

20.

Karnatak University

KU/Aca/PG/CRT/9

Dharwad,

5/6993 dated

Management

Karnataka

9.1.1995

21.

Kuvempu University

KU/AB/Afn-

Commerce/

Shankarghatta

2/5212/

Law/Manageme

Shimoga Distt.

94-95 dated

Karnataka-577 451

25.10.1994
nt

22.

Mangalore University MU/ACC/Ph.D/22

Mangalagangothri

84-85 (A5)

Commerce and

Konage,
dated 31.7.1985
allied

Dakshina Kannada–
subjects

574 199

23.

University of Mysore

R2/917/84-85

Viswavidyanilaya
dated 12.12.1985

Karya, Soudha

Commerce

“Crawfort Hall”,

Mysore - 570 005

24.

National Law School

MOU
of India University

Business Laws

Nagarbhavi,
dated 5.11.1997

Bangalore - 560 072.

XI.

KERALA

25.

Cochin University of

Ac.A3/10705/85

Commerce and

Science & Technology dated 25.3.1986
allied

Kochi
subjects

Kerala - 682 022.

26.

University of Kerala

Acad.C-3/2034/85

Commerce

Thiruvananthapuram

(Recogn.) dated

Kerala - 695 034.

7.8.1985

27.

Mahatma Gandhi A C

D/3/3384/2005

University, Kottayam, dated 6th October

Commerce

Kerala - 686 560

2008

138

Company Secretary in Practice – Ready Reckoner

XII.

MADHYA PRADESH

28.

Devi Ahilya

No. 11/06/630

Vishwavidyalaya, R
dated 27.04.2006

Commerce and

N Tagore Marg,
allied

Indore - 452 001
subjects

Madhya Pradesh

29.

Jiwaji University

F/Academy/Arhata

Commerce and

Vidya Vihar, Gwalior - / 2004/2942, dated

Allied

474 011 (M.P.)

6/7/2004

Disciplines

30.

Rani Durgawati

GS/95/31

Vishwavidhyalaya,
dated 27.1.1995

Commerce

Jabalpur, Madhya

Pradesh - 482001

XIII.

MAHARASHTRA

31.

Dr. Babasaheb

Acad./Elqui/Eligi/9

Ambedkar

4- 95/59314

Commerce and

Marathwada
dated 7/8.12.1994
allied

University
subjects

Aurangabad

Maharashtra -

431 004.

32.

Nagpur University,

Exam./Recog./5591

Ravindra Nath
dated 21.9.1983

Tagore Marg, Nagpur,

Commerce

Maharashtra- 440

001

33.

North Maharashtra

NMU/94/5/33-

University, Jalgaon,

B/8432

Commerce/Law

Maharashtra –
dated 6.12.1994

/Management

425 001

34.

University of Mumbai El/C 121 of 1989

Commerce

Mumbai - 400 032.

dated 9.1.1989

35.

University of Poona

Elg/4251

Commerce/

Ganeshkhind
dated 16/19.6.1981

Law/

Pune - 411 007

(Revised Rules for

Management

Maharashtra
the degree of PhD –

Commerce

2009)

36.

Shivaji University

SU/Eligi./JNV/Equi

Commerce

Company Secretary in Practice – Ready Reckoner

139

Vidayanagar,
vi/3644 dated

Kolhapur - 416 004.

21.12.1988

XIV.

MEGHALAYA

37.

IIM, Shillong,

Mayurbhanj Complex,

Nonthyammai,

Business

Management

Shillong – 793 014

Meghalaya

38.

Mahatma Gandhi

Reg./No.739 Dated

University, 13th Mile

12th June, 2012

Commerce/

GS Road, Opp. Forest

Management/

Training College, PO

& OP – Byrnihat, Dist.

Law

Ri-Bhoi, Maghalaya

XV.

ORISSA

39.

Berhampur

No.10191/Acad-I

University, Bhanja
dated 30.8.2008

Management

Bihar,Berhampur –

760 007, Orissa.

40.

Sambalpur University Notification No.

Commerce/

Jyoti Vihar, Burla,

10420/Acd-I

Management

Sambalpur –
dated 10.7.1998
and related

768 019., Orissa.

field

41.

Utkal University,

AC/Recog./Gen-40/

Vani Vihar,

(P)20463/94

Commerce

Bhubaneswar
dated 17.11.1994

Orissa - 751 004.

XVI.

PONDICHERRY

42.

Pondicherry

Letter

University
dated 21.7.1994

R V Nagar, Kala Pet,

Commerce

Pondicherry - 605

014.

140

Company Secretary in Practice – Ready Reckoner

XVII.

PUNJAB

43.

Guru Nanak Dev

Gen/Recog/8130

University
dated 23.4.1981

Commerce

Amritsar,

Punjab - 143 005

44.

Punjabi University

315/ARB

Commerce/

Patiala
dated 12.3.2003

Law/

Punjab - 147 002

Management

XVIII.

RAJASTHAN

45.

University of Bikaner F.12()/UOB/Rese/2

Dungar College

006/ 18047-18107

Commerce/

Campus, JNV Colony
dated 1.11.06

Management/

Bikaner - 334 003

Law

(Raj.)

XIX.

TAMIL NADU

46.

Annamalai University B6/6430/2003

Annamalainagar,
dated 5.11.2004

Open

Chidambaram
recognition

Tamilnadu - 608 002.

47.

Algappa University

Letter dated

Commerce/

Algappa Nagar

19.9.1991

Corporate/

Karaikudi - 623 003.,

Secretary-

Tamilnadu.

Ship/Bank

Management

48.

Bharathiar University 18732-I/S4/2003

Coimbatore - 641 046 dated 02.01.2004

Commerce

Tamilnadu

49.

Madurai Kamaraj

R3/Ph.D – 2007

Commerce and

University
dated 13.05.2007

Palkalai Nagar,

Management

Studies

Madurai - 625 021

50.

University of Madras

D.2/PH.D./ADMN/

University Building

2004/572

Commerce

Chepauk,
dated 28th June

Chennai - 600 005

2004

Company Secretary in Practice – Ready Reckoner

141

51.

Manonmaniam

MSU/CE/RECOGN/

Sundaranar

92-93

Commerce and

University
allied

Tirunelveli - 627
dated 12.4.1993
disciplines

009., Tamilnadu.

XX.

UTTAR PRADESH

52.

Aligarh Muslim

Dated :

University

26/11/2011

Commerce

Aligarh – 202 002

(Uttar Pradesh)

53.

Banaras Hindu

Ref No. RAC/Misc/

University

Equivalence/2004-

Commerce

Varanasi - 221 005.

05/ 232 dated

Uttar Pradesh

08.06.2004

54.

Chaudhary Charan

Proceeding of the

Singh University

Meeting of

Meerut

Equivalence

Commerce

Uttar Pradesh -

Committee held on

250 005.

dated 8.12.1983

55.

Dayalbagh

DE1/GN/ACD-9/

Educational Institute

1839

Commerce/

(Deemed University)

Management

Dayalbagh,
dated 2.1.2003

Agra -282 005 (U.P.)

XXI.

WEST BENGAL

56.

University of Kalyani DR/PhD/2010/15

Kalyani

(2) dated

Commerce and

West Bengal –

20.07.2010

Allied

741 235

Disciplines

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APPENDIX VI

FORM – D

APPLICATION FOR THE ISSUE/RENEWAL/RESTORATION OF

CERTIFICATE OF PRACTICE

(For the Financial Year 2017-18)

See Reg. 10 & 14

To

The Secretary,

The Institute of Company Secretaries of India

‘ICSI HOUSE’, 22, Institutional Area, Lodi Road, New Delhi -110 003

Sir,

I furnish below my particulars :

(i) Membership

FCS : ACS:

Number

(ii) Name in full

Mr./Ms./Dr.

(in block letters) Surname Middle Name

Name

(iii) Date of Birth:

(iv) Professional

Address:

Please attach
office address

proof

(v) Phone Nos.

(Off.)

(Resi.)

(vi) Mobile No

Email id

(vii) Website of the member, if any.

(viii) Details of Professional Qualifications

1. Submitted for (tick whichever is applicable):

(a) Issue _________ (b) Renewal ___________(c) Restoration _______________

Company Secretary in Practice – Ready Reckoner

143

2. (a) Particulars of Certificate of Practice issued /
surrendered/Cancelled earlier

Sl. No.

Certificate of Date of

Date of surrender / Cancellation

Practice No.

issue of CP
of CP

(b) Unique Code Number

(i) Individual (ii) Proprietorship concern (iii) Partnership firm

(iv) LLP

3. Area of Practice

Sl. No.

Area of Practice

Please tick

(If

Applicable)

1

Corporate Law

2

Financial Service and Consultancy

3

Securities/Commodities Exchange Market

4

Finance including Project/Working

Capital/Loan Syndication(Specify the areas
handling)

5

Corporate Restructuring (Handling Merger,

acquisitions, demerger issues etc). Specify the
areas handling as drafting of scheme, appearing
before various regulatory bodies for approval of
scheme, getting the scheme implemented, legal
compliances with various regulatory bodies
etc)

6

Excise/Customs/ Service Tax (Filling of returns,

Handling assessment, appearing before the
appellate authority)

7

Sales Tax/VAT Practice (Filling of returns,

Handling assessment, appearing before the
appellate authority)

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Company Secretary in Practice – Ready Reckoner

8

Income Tax Practice (Filling of returns,

Handling assessment, appearing before the
appellate authority)

9

Company Law Practice (Filling of returns,

Handling assessment, appearing before the
appellate authority)

10

Foreign Exchange Management (Specify the

areas being handled i.e. filling of various
forms/returns, appearing before RBI etc)

11

Foreign Collaborations & Joint Ventures

12

Intellectual Property Rights (Specify the areas

being handled)

13

Depositories

14

Monopolies/Restrictive Trade

Practices/Competition Law

15

Consumer Protection Laws

16

Arbitration and Conciliation

17

Import and Export Policy & Procedure

18

Environment Laws (Specify the areas)

19

Labour and Industrial Laws (Specify the areas)

20

Societies/Trusts/Co-operative Societies & NCTs

(Non Co-operative Trust Societies)

21

Financial Consultancy

22

Other Economic Laws

23

SEBI / Securities Appellate Tribunal

24

Banking and Insurance

25

Areas of practice as prescribed under

Regulation 168(2) may be added

26

Any Other Service (Please specify)

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145

4. Verification:

(i)

I state that I am/shall be engaged in the profession of

Company Secretary only on whole-time basis and not in any
other profession, business, occupation or employment. I am
not enrolled as an Advocate on the rolls of any Bar Council
and do not hold certificate of practice from any professional
body including Institute of Chartered Accountants of India
and the Institute of Cost Accountants of India.*

(ii)

I hereby undertake that, I shall follow all the provisions of the

Company Secretaries Act, 1980, regulations made thereunder
as amended from time to time as well as the applicable
guidelines, issued by the Institute from time to time.

(iii)

I state that as and when I cease to be in practice, I shall duly
inform the Council and shall surrender forthwith the
certificate of practice as required by the Company Secretaries

Act, 1980, and the regulations made thereunder, as amended
from time to time.

(iv)

I hereby undertake that, I shall adhere to the mandatory
ceiling as regards issuing of Secretarial Audit Report

(pursuant to Section 204 of the Companies Act, 2013) and
certification/ signing of Annual Return (pursuant to Section

92 of the Companies Act, 2013) in terms of the Guidelines for

Issuing Secretarial Audit Report, Signing and Certification of

Annual Return respectively issued by the Institute from time
to time.

(v)

I hereby declare that I have complied with KYC/KYM norms
issued by the Council of the ICSI.

(vi)

I undertake to subject myself to peer review as and when
directed by the Peer Review Board.

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Company Secretary in Practice – Ready Reckoner

(vii) (a) I state that I have been / have not been peer reviewed for
the year ……. and a certificate no. …………….. dated ……………

has been issued to me by the Peer Review Board.**

(b) I state that I have a sole proprietorship firm in the name
and
style
of___________________________________w.e.f.___________, which has
been / has not been peer reviewed for the year …………. and
a certificate no. …………….. dated …………… has been issued
to the firm by the Peer Review Board.**

(c) I state that I have a partnership in the name and style of

_______________________________ w.e.f. ___________ having the
following other partners:

1. Name_______________________________ACS/FCS______CPNo._______

2. Name_______________________________ACS/FCS______CP No._______

3. Name________________________________ACS/FCS______CP No. ______,
which has been / has not been peer reviewed for the year

…………. and a certificate no. …………….. dated …………… has
been issued to the firm by the Peer Review Board.**

(d) I state that I have a LLP in the name and style of

____________________________________ w.e.f. ___________ having the
following
other
partners:

1.Name_______________________________ACS/FCS_______CP No.______

2.Name_______________________________ACS/FCS_______CPNo.______

3.Name_______________________________ACS/FCS_______CP

No.______, which has been / has not been peer reviewed for the
year …………. and a certificate no. …………….. dated ……………

has been issued to the firm by the Peer Review Board.**

(viii) I state that I have issued _____nos. advertisements during the
year 2016-17 in accordance with the Guidelines for

Advertisement by Company Secretary in Practice issued by
the Institute.**

Write N/A if not applicable.

(ix) I state that I have issued ______ nos. Corporate Governance
compliance certificates under Clause 49 of the Listing
agreement
during
the
year

2016-17.**

Write N/A if not applicable.

(x) I state that I have issued _____nos. Reconciliation of Share

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147

Capital Audit Report on a quarterly basis of _____nos.

Companies under Section 55A of the Securities and Exchange

Board of India (Depositories and Participants) Regulations,

1996
during
the
year

2016-17.**

Write N/A if not applicable .

( xi) I state that I have undertaken ___________nos. Secretarial Audits
under Section 204 of the Companies Act, 2013 as per list
attached in the format as under during the year 2016-17**:

Sl.No. Name of the Company CIN No. of Company Date of

Signing

1.

2.

3.

Write N/A if not applicable.

(xii) I state that I have issued_____________nos. certificates of Annual

Return during the year 2016-17 in accordance with the

Guidelines for Issuing Secretarial Audit Report, Signing and

Certification of Annual Return issued by the Institute from
time to time.**

Write N/A if not applicable .

(xiii) I declare that I have been maintaining a register of
attestation/certification services rendered by me/my firm in
accordance with the Guidelines for Requirement of

Maintenance of a Register of Attestation/Certification

Services Rendered by Practising Company Secretary/Firm of

Practising Company Secretaries issued by the Institute. **

5. I send herewith Bank draft drawn on _________________Bank

____________Branch
bearing

No._________

____________

dated

_______________/
online
payment
vide
acknowledgement

No.________________________ dated _____________/ Cash payment at ROs /

Chapters vide Acknowledgement No. ____________ dated _______________
for Rs._________*** towards annual certificate of practice fee for the
year ending 31st March 2018.

6. I hereby attach the extracts from ICSI portal pertaining to my Credit

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Hours with a self certification affirming that I have attended the
professional development programmes mentioned therein held
during the financial year 2016-17.

7. I further declare that the particulars furnished above are true and
correct.

Yours faithfully,

(Signature)

Place:

Date :

Encl.

1.

2.

3.

4. Any relevant/additional document

_______________________________________________________________________________________

* In case of issue of Certificate of Practice, following documents are
required:

 Copy of the relieving letter in case earlier in employment.

 Copy of Form DIR 12 regarding cessation of employment in case
working earlier as Company Secretary.

 Copy of letter of cancellation of Certificate of Practice of other
professional bodies (if applicable).

 Self declaration duly signed by applicant that not in employment as
on application date.

** Applicable in case of renewal or restoration of Certificate of Practice

*** Rs. 2000/- Annual Certificate of Practice Fee (Rs. 1000/- if applied
during October-March]

Encl.

Date:

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149

APPENDIX VII

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APPENDIX VIII

FORM F

Renewal of Certification of Practice

[ See Reg. 10(3)]

No. CP___________

Date_____________

Dear Sir/Madam,

I hereby acknowledge receipt of annual certificate fee of Rs.______
sent by you for renewal of certificate of Practice for the year_______

The existing certificate of practice granted to you has accordingly
been renewed for the year________ in pursuance of Regulation 10(3) of
the Company Secretaries Regulations, 1982.

Issued by the authority of the Council.

Yours faithfully,

Secretary

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151

APPENDIX IX

FORM I

Forms for Giving Particulars of Office and Firms

( See Regulation 165)

1.

Name of the company secretary or firm of company secretary in
practice

_____________________________________________________

2.

Name(s) of the proprietor/partners of the firm with membership

No.(s)

_____________________________________________________

3.

Date of Commencement of Firm __________________________

4.

Address of the head office of the company secretary/firm

_____________________________________________________

_____________________________________________________

_____________________________________________________

Pin Code: ____________

5.

Address of branch offices of the company secretary/firm, if any*

_____________________________________________________

_____________________________________________________

_____________________________________________________

Pin Code: ____________

6.

Date(s) of opening of branch offices

_____________________________________________________

_____________________________________________________

7.

Name of the member in charge of each of the offices i.e. Head

Office & Branch Office, with membership no.

_____________________________________________________

_____________________________________________________

8.

Whether any of the members mentioned in column 7 above are in

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Company Secretary in Practice – Ready Reckoner

charge of any other office of company secretary of a firm of such
company secretaries and whether any of them is engaged in full
time or part time occupation elsewhere. If so, full particulars
should be given.

_____________________________________________________

_____________________________________________________

9.

Name(s) of the Member(s) of the Institute with membership

No.(s) who is/are working as paid assistant(s) in the firm/under
the company secretary in practice and the date of joining of each
member.

_____________________________________________________

_____________________________________________________

_____________________________________________________

Place:

Signature
of the company
secretary/partners

Date:

of the firm with Membership No.

N.B. This form must be signed by all partners. Until this is done the
existence of particulars of Change relating there to will not be
recognized. An attested copy of the partnership deed should be
sent with this form duly authenticated by partner(s) of the firm.

* Strike off whichever is not applicable.

Company Secretary in Practice – Ready Reckoner

153

APPENDIX X

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

(Constituted under the Company Secretaries Act, 1980)

ICSI Guideline No. 4 of December, 2007

[Pursuant to Clause (1) of Part II of the Second Schedule to the

Company Secretaries Act, 1980 as amended]

New Delhi, the 29th December, 2007

Guidelines for Advertisement by Company Secretary in Practice

In exercise of the powers conferred by Clause (1) of Part II of the

Second Schedule to the Company Secretaries Act, 1980 (56 of 1980), as
amended by the Company Secretaries (Amendment) Act, 2006, the

Council of the Institute of Company Secretaries of India hereby issues
the following guidelines:-

1.

Introduction

1.1

The Institute of Company Secretaries of India, (the

Institute) constituted under the Company Secretaries

Act, 1980 (the Act) is a statutory body to develop and
regulate the profession of company secretaries in India.

Members of the Institute who hold the Certificate of

Practice issued by it are authorised to practise the
profession of Company Secretaries and these members
are known as Company Secretaries in Practice.

1.2

The areas in which the Company Secretaries in Practice
can and do render their services and the names,
addresses and other particulars of Company Secretaries
in Practice are displayed on the website of the Institute.

1.3

Members of the Institute are required under the Act to
maintain high standards of professional conduct.

1.4

Part I of the First schedule of the Company Secretaries

Act, 1980, enumerates professional misconduct in
relation to a member in practice and inter-alia includes
if such a member:

“(6) solicits clients or professional work, either
directly or indirectly, by circular, advertisement,
personal communication or interview or by any other
means :

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Company Secretary in Practice – Ready Reckoner

Provided that nothing herein contained shall be
construed as preventing or prohibiting –

(i)

any company secretary from applying or requesting for
or inviting or securing professional work from another

Company Secretary in Practice; or

(ii)

a member from responding to tenders or enquiries
issued by various users of professional services or
organizations from time to time and securing
professional work as a consequence;

(7) advertises his professional attainments or services,
or uses any designation or expressions other than

Company Secretary on professional documents, visiting
cards, letterheads or sign boards, unless it be a degree
of a University established by law in India or recognized
by the Central Government or a title indicating
membership of the Institute of Company Secretaries of

India or of any other institution that has been
recognized by the Central Government or may be
recognized by the Council :

Provided that a member in practice may advertise
through a write up setting out

—
the services provided by him or his firm and

—
particulars of his firm subject to such
guidelines as may be issued by the Council.”

1.5

The Council of the Institute of Company Secretaries of

India at its 178th meeting held on 29th December, 2007
approved the following Guidelines for Advertisement by

Company Secretary in Practice.

1.6

The Guidelines herein, as issued by the Central Council
of the Institute on 29th December, 2007 deal with the
manner in which a Company Secretary in Practice can
advertise the services provided by him or his firm and
the particulars of his firm through a write-up.

1.7

Any non compliance or violation of these Guidelines as
may be in force from time to time in any manner
whatsoever shall be deemed to be an act of professional
misconduct and the concerned member shall be liable
to disciplinary proceedings under the Act.

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155

2.

Key Definitions

For the purposes of these Guidelines,

2.1

The “Act” means the Company Secretaries Act, 1980.

2.2

“Institute” means the Institute of Company Secretaries
of India.

2.3

“Advertisement or advertising” means advertisement or
advertising in any mode including written, recorded,
displayed communication through print or electronic
mode or otherwise including in newspapers, journals,
internet, online, websites, banners, letters, circulars
issued, circulated or published in accordance with these
guidelines.

2.4

“Company Secretary in Practice” means a member of
the Institute who holds a Certificate of Practice issued to
him by the Institute.

2.5

“Firm
of

Company

Secretaries”

means
sole
proprietorship concern, the sole proprietor of which is a

Company Secretary in Practice or a firm, wherein all
partners are Company Secretaries and such firm is
approved by the Council.

2.6

“write up” includes any writing or display setting out
services rendered by a Company Secretary in Practice
or firm of company secretaries and any writing or
display of the particulars of the Company Secretary in

Practice or of firm of company secretaries issued,
circulated or published in accordance with these
guidelines.

The terms not defined herein have the same meaning as
assigned to them in the Company Secretaries Act, 1980
and the rules and regulations made thereunder.

3.

Prohibition to Advertise

3.1

No Company Secretary or a firm of Company Secretaries
is permitted to advertise the services as specified in the

Act, rules, regulations framed thereunder except
through a write-up as defined in Clause 2.6.

4.

The Write-up shall be made in compliance with the
following:

4.1

Applicability

These guidelines shall apply to advertisements issued

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Company Secretary in Practice – Ready Reckoner

by a Company Secretary in Practice not only in India but
would also apply to those circulated, communicated,
published, issued or allowed to be issued abroad.

4.2

Permitted list of information

4.2.1 Name of Company Secretary, Membership
number, Certificate of Practice Number and
date of issue (for each partner in case of
firm)

4.2.2 Address and website (if any), telephone,
mobile, e-mail, fax number of the member

4.2.3 Name of the firm in which the member is a
partner

4.2.4 Year of Establishment

4.2.5 Date and place of Issue of Advertisement

4.2.6 Age

4.2.7 Gender

4.2.8 Additional recognized qualifications

4.2.9 Languages spoken by the partner(s)

4.2.10 Honours or awards in the field of teaching,
research, authorship etc. conferred by
nationally accredited institutions

4.2.11 Current teaching or research appointments
at a university or college of advanced education
or professional Institute

4.2.12 Name of firm in case of partnership

4.2.13 Details of networking through own office or
through formal association in other places
within & outside India

4.2.14 Number, name of employees of the firm and
their qualifications and other particulars

4.2.15 Business address, telephone numbers

(including email, fax and other details) of the
firm

4.2.16 Office hours and after office hours availability

4.2.17 Advertisement about setting up of certified
filing centers

4.2.18 Frequently Asked Questions (FAQs) in
conformity to these guidelines

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157

4.2.19 Declaration indicating

(a) willingness to accept work, either
generally or in particular areas of practice;

(b) unwillingness to accept work in
particular areas;

(c) willingness or unwillingness to accept
work directly from clients, either
generally or in particular areas of practice.

4.2.20 The write-up may display the passport size
photograph of the member or partners of the
firm of Company Secretaries

4.2.21 Fees:

(a) Willingness to give written estimates of
fees;

(b) Methods for determining fees;

(c) Mode of Acceptance of Fees.

4.2.22 Speed of Service

(a) willingness to give written estimates
concerning completion of particular work;

(b) maximum time within which specific
services will be completed.

4.2.23 Write-up may include the names of clients and
services rendered

4.2.24 Particulars of Services

(i) The write-up to be circulated, distributed,
published, issued by or on behalf of

Company Secretary in Practice shall set out
the professional services rendered or to be
rendered by the advertiser.

(ii) The write-up may explain the nature and
usefulness of the professional services
rendered by the Company Secretary in

Practice.

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Company Secretary in Practice – Ready Reckoner

(iii) The write-up may include the names of
clients and services rendered provided that
the Company Secretary in Practice shall
maintain record of his having provided
such professional services.

4.2.25 In case of advertisement through website :

(a) A Company Secretary or a firm of Company

Secretaries may display photograph of the

Company Secretary or partners of the firm
of Company Secretaries in Practice.

(b) While designing and/or hosting the
particulars on the website, certain
keywords should be provided so as to
enable the search engine/s to locate the
website and these keywords will not be
visible or displayed on the website. Any
one of the following key words may be
used
for
this
purpose.

Company

Secretary/Company Secretary in Whole-
time Practice/Company Secretary in

Practice/ Practising Company Secretary/

Indian

Chartered

Secretary/Indian

Certified

Corporate

Secretary/Indian

CS/Indian Company Secretary/Corporate

Advisor/ Company Law Consultant/

Secretarial

Auditor/

Secretarial

Consultant/

Indian

Certified

Public

Secretary/ CS/ ACS/FCS/PCS/CSP.

However, the keywords shall not be
materially different from the designations
used for a Company Secretary.

(c) The website may provide a hyperlink to the
website of ICSI, its Regional Councils and

Chapters and other regulatory bodies of
the Government, after obtaining necessary
permission from the concerned body.

(d) A Company Secretary in Practice may
provide online advice to their clients or
other members/ firms of Company

Secretaries who specifically request for the
same.

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159

(e) A Company Secretary or a firm of Company

Secretaries may disclose the fact that
he/she or their firm has been Peer

Reviewed. Any such disclosure shall clearly
state the period for which the Peer Review
has been conducted and in case the
member has more than one office or place
of practice, then it shall be mentioned that
the Peer Review has been done for which
branch office.

4.2.26 Changes in any of the above particulars.

4.3 Restrictions

The write-up shall :

(i)

not be false or misleading ;

(ii) not claim superiority over any or all other

Company Secretaries in Practice;

(iii) not be indecent, sensational or otherwise of such
nature as to be likely to bring the profession into
disrepute;

(iv) not contain testimonials or endorsements
concerning the Company Secretary in Practice.

(v)

not refer the Company Secretaries in practice in
terms such as “specialists” or “experts”.

(vi) In case of advertisement through website :

(a) A Company Secretary in Practice or a firm of

Company Secretaries shall ensure that no
information contained in the website is
circulated
to
other
websites/e-mail
accounts etc. through e-mail or otherwise
without the same having been specifically
requested for.

(b) A Company Secretary in Practice or a firm of

Company Secretaries shall not use logo(s)

unless otherwise permitted by the Institute.

4.4 Declaration

The Advertiser shall declare that the contents of the
advertisement are true to the best of his knowledge and
belief and are in conformity with these Guidelines.

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4.5 Disclaimer

The Advertiser shall also include the following

Statement of Responsibility and Disclaimer in the

Advertisement :

Disclaimer: The contents or claims in the Advertisement
issued by the advertiser are the sole and exclusive
responsibility of the Advertiser. The Institute of

Company Secretaries of India does not own any
responsibility whatsoever for such contents or claims
by the Advertiser.

5.

Responsibility for the observance of these Guidelines

5.1

The responsibility for the observance of these
guidelines lies with members who commission, create,
place or publish any advertisement or assist in the
creation or publishing of any advertisement covered
under these guidelines. Members are expected not to
commission, create, place or publish any advertisement
which is in contravention of these Guidelines. This is a
self-imposed discipline required to be observed by all
those involved in the commissioning, creation,
placement or publishing of advertisements.

6.

EFFECTIVE DATE

6.1

These guidelines become effective from 1st January,

2008 and consequently the existing Guidelines for

Display of Particulars on Website by Company

Secretaries in Practice stand repealed.

By order of the Council

N K JAIN, SECRETARY & CEO

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161

ANNEXURE

Model Advertisement

(i) Name of Company Secretary

Passport size

(ii) Membership number
photograph

(iii) Certificate of Practice number and date of issue

(iv) Website (if any)

(v) Name of the sole proprietary concern under which the member
is practicing/Name of the partnership in which the member is a
partner

(vi) Age

(vii) Gender

(viii) Languages spoken

(ix) Number, name of employees and their qualifications and other
particulars

(x) Business address telephone numbers (including email, fax and
other details)

(xi) Office hours and after office hours availability

(xii) Additional recognized qualifications

(xiii) Current teaching or research appointments at a university or
college of advanced education or professional Institute

(xiv) Honours or awards conferred

(xv) Frequently Asked Questions (FAQs)

(xvi) Declaration indicating:

— willingness to accept work, either generally or in particular
areas of practice;

— unwillingness to accept work in particular areas;

— willingness or unwillingness to accept work directly from
clients, either generally or in particular areas of practice.

(xvii) Fees :

— Mode of Acceptance of Fees

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— Methods for determining fees

— Willingness to give written estimates of fees

(xviii) Speed of Service :

— willingness to give written estimates concerning
completion of particular work;

— maximum time within which specific services will be
completed.

(xix) Particulars of Services:

(xx) Declaration: I …………………. declare that the contents of the
advertisement are true to the best of my knowledge and belief
and are in conformity with these Guidelines.

(xxi) Disclaimer: The contents or claims in the Advertisement
issued by the advertiser are the sole and exclusive
responsibility of the Advertiser. The Institute of Company

Secretaries of India does not own any responsibility
whatsoever for such contents or claims by the Advertiser.

(xxii) Date and Place of Issue of Advertisement : .........…………..

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163

APPENDIX XI

FAQs on Guidelines for Advertisement by Company

Secretary in Practice

1. Are the Advertisement Guidelines complementary to the

Website Guidelines issued by the Council earlier?

No, the Guidelines for Advertisement by Company Secretary in

Practice are a separate set of guidelines. Clause 6.1 of these
guidelines clearly states that with the coming into effect of
these guidelines the existing Guidelines for Display of

Particulars on Website by Company Secretaries in Practice
stand repealed.

2. In case of contradiction between the Advertisement

Guidelines and the Website Guidelines which one would
prevail?

Since the Guidelines for Display of Particulars on Website by

Company Secretaries in Practice stand repealed w.e.f. 1st

January, 2008 there arises no question of their applicability.

The Guidelines for Advertisement by Company Secretary in

Practice shall have an overriding effect on the issues related to
websites.

3. Do I need to get my advertisements approved from ICSI
before issue?

No. Clause 5.1 of these Guidelines provides that the
responsibility for the observance of these guidelines lies with
members who commission, create, place or publish any
advertisement or assist in the creation or publishing of any
advertisement or assist in the creation or publishing of any
advertisement covered under these guidelines. Members are
expected not to commission, create, place or publish any
advertisement which is in contravention of these Guidelines.

This is a self-imposed discipline required to be observed by all
those involved in the commissioning, creation, placement or
publishing of advertisements.

Hence, there is no need to get any advertisements approved
from ICSI before issue.

4. I am in the process of designing a website. Is there any

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mechanism in ICSI to check the website before it is hosted
in the server to ensure compliance with the Guidelines for

Advertisement?

Under the Guidelines for Advertisement by Company Secretary
in Practice there is no need to check the website before it is
hosted on the server by a PCS.

5. What is the status on the use of logo and whether it could
be used in the website?

In terms of Clause 4.3(vi)(b) of the guidelines a Company

Secretary in Practice or a firm of Company Secretaries shall not
use his/its logo(s).

6. Do I need to get the domain name for my website approved
from ICSI before registering the same?

No. The Guidelines do not provide for prior approval of domain
name for website by the ICSI.

7. Are there any specific guidelines for domain names?

No. There are no specific guidelines for domain names. You
may choose any domain name as long as it is not undesirable or
unethical or immoral or opposed to public policy.

8. Is there any list of undesirable domain names?

No there is no list of undesirable domain names.

9. In which media can I issue advertisements?

Advertisements may be issued in the print as well as the
electronic media.

10. Do I need to follow the pattern of the model advertisement
only?

No. The model advertisement has been provided for guidance
only.

11. Is all the information provided by the guidelines
compulsory to be included in the advertisement?

No. The guidelines provide only for the permitted list of

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information that may be included in the advertisement. You
may omit any of the information from the advertisement which
you feel not relevant from your point of view.

12. If my PCS firm publishes some newsletter does it constitute
surrogate advertising under these guidelines?

Printing and publication of newsletter by a firm of Practicing

Company Secretaries does not amount to issue of an
advertisement under these Guidelines.

13. Who is the relevant authority for reporting cases of
violation of these guidelines?

Matters relating to violation of these guidelines may be
construed as acts of misconduct and shall be dealt by the
disciplinary committee.

14. How will the cases of violation of these guidelines be dealt
with?

In terms of Clause 1 of Part II of Schedule II of the Company

Secretaries Act, 1980 a member shall be deemed to be guilty of
professional misconduct, if he contravened any of the
provisions of the Act or the regulations made thereunder or
any guidelines issued by the Council and any such act or
omission shall be dealt in accordance with the provisions of

Chapter V of the Company Secretaries Act, 1980 which deals
with Misconduct.

15. Is there any limit on the number of advertisements that
can be issued by a PCS in a specified period?

No. There is no limit on the number of advertisements that can
be issued by a PCS in any relevant period.

16. What is the maximum frequency at which advertisements
can be issued?

The Guidelines do not provide for any frequency at which
advertisements can be issued.

17. Do I need to intimate the ICSI of any updation or changes in
my website?

No. The Guidelines do not provide for any intimation to the ICSI
in regard to any updation or changes in your website.

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18. Do I need to intimate the ICSI in case of any corrigendum in
any advertisement issued by me?

No. The Guidelines do not provide for any intimation to the ICSI
in regard to any corrigendum in any advertisement issued by
you.

19. Can I revoke an advertisement issued by me? If yes, what is
the process in this regard?

Yes you may revoke any advertisement issued by you. There is
no specific procedure to be followed in this regard but you may
issue another advertisement in the same media in which the
previous advertisement was published intimating revocation of
the earlier advertisement in part or in full.

20. Is there any specific guidance note issued by the ICSI in
regard to these guidelines?

No. The ICSI has not issued any specific guidance note in regard
to these guidelines.

21. In case of persons having multiple professional
qualifications can a single advertisement be issued in
regard to services offered under each qualification?

No. A PCS can only practice the profession of Company

Secretaries and not as a member of any other professional
body. There is no question of advertising services which cannot
be rendered by a PCS.

22. Can I advertise about services which are not specifically
rendered by PCS?

No. The outer boundary in respect of advertisement is limited
to advertising through a write up setting out the services
provided by him or his firm and particulars of his firm subject
to such guidelines as may be issued by the Council. Hence,
services which can be provided as a PCS can only be advertised
under these Guidelines.

23. Can I issue advertisements to overseas clients also?

Yes. You may issue advertisements to your clients anywhere in
the world.

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APPENDIX XII

Procedure Relating to Misconduct of Members

Schedules to The Company Secretaries Act, 1980

The First Schedule

Part I

Professional misconduct in relation to Company Secretaries
in Practice.

Part II

Professional misconduct in relation to members of the

Institute in service.

Part III Professional misconduct in relation to members of the

Institute generally.

Part IV Other misconduct in relation to members of the Institute
generally.

The Second Schedule

Part I

Professional misconduct in relation to Company Secretaries
in Practice.

Part II

Professional misconduct in relation to members of the

Institute generally.

Part III Other misconduct in relation to members of the Institute
generally.

The Schedules are reproduced below:

***[THE FIRST SCHEDULE****

[See Sections 21(3), 21A(3) and 22]

PART I

Professional misconduct in relation to Company

Secretaries in Practice

A Company Secretary in Practice shall be deemed to be guilty of
professional misconduct, if he–

(1) allows any person to practice in his name as a Company

Secretary unless such person is also a Company Secretary in
practice and is in partnership with or employed by him;

(2) pays or allows or agrees to pay or allow, directly or indirectly,
any share, commission or brokerage in the fees or profits of his
professional business, to any person other than a member of
the Institute or a partner or a retired partner or the legal

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representative of a deceased partner, or a member of any other
professional body or with such other persons having such
qualifications as may be prescribed for the purpose of
rendering such professional services from time to time in or
outside India.

Explanation. – In this item, “partner” includes a person residing
outside India with whom a Company Secretary in practice has
entered into partnership which is not in contravention of item

(4) of this Part;

(3) accepts or agrees to accept any part of the profits of the
professional work of a person who is not a member of the

Institute:

Provided that nothing herein contained shall be construed as
prohibiting a member from entering into profit sharing or
other similar arrangements, including receiving any share
commission or brokerage in the fees, with a member of such
professional body or other person having qualifications, as is
referred to in item (2) of this part;

(4) enters into partnership, in or outside India, with any person
other than a Company Secretary in practice or such other
person who is a member of any other professional body having
such qualifications as may be prescribed, including a resident
who but for his residence abroad would be entitled to be
registered as a member under clause (e) of sub-section (1) of
section 4 or whose qualifications are recognized by the Central

Government or the Council for the purpose of permitting such
partnerships;

(5) secures, either through the services of a person who is not an
employee of such company secretary or who is not his partner
or by means which are not open to a Company Secretary, any
professional business:

Provided that nothing herein contained shall be construed as
prohibiting any arrangement permitted in terms of items (2),

(3) and (4) of this Part;

(6) solicits clients or professional work, either directly or
indirectly, by circular, advertisement, personal communication
or interview or by any other means:

Provided that nothing herein contained shall be construed as
preventing or prohibiting–

(i) any company secretary from applying or requesting for or
inviting or securing professional work from another
company secretary in practice; or

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(ii) a member from responding to tenders or enquiries issued
by various users of professional services or organizations
from time to time and securing professional work as a
consequence;

(7) advertises his professional attainments or services, or uses any
designation or expressions other than Company Secretary on
professional documents, visiting cards, letterheads or sign
boards, unless it be a degree of a University established by law
in India or recognized by the Central Government or a title
indicating membership of the Institute of Company Secretaries
of India or of any other institution that has been recognized by
the Central Government or may be recognized by the Council:

Provided that a member in practice may advertise through a
write up setting out the services provided by him or his firm
and particulars of his firm subject to such guidelines as may be
issued by the Council;

(8) accepts a position as a Company Secretary in practice
previously held by another Company Secretary in practice
without first communicating with him in writing;

(9) charges or offers to charge, accepts or offers to accept, in
respect of any professional employment, fees which are based
on a percentage of profits or which are contingent upon the
findings, or result of such employment, except as permitted
under any regulation made under this Act;

(10) engages in any business or occupation other than the
profession of Company Secretary unless permitted by the

Council so to engage:

Provided that nothing contained herein shall disentitle a

Company Secretary from being a director of a company except
as provided in the Companies Act, 1956;

(11) allows a person not being a member of the Institute in
practice, or a member not being his partner to sign on his
behalf or on behalf of his firm, anything which he is required to
certify as a Company Secretary, or any other statements
relating thereto.

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PART II

Professional misconduct in relation to members of
the Institute in service

A member of the Institute (other than a member in practice) shall
be deemed to be guilty of professional misconduct, if he, being an
employee of any company, firm or person–

(1) pays or allows or agrees to pay, directly or indirectly, to any
person any share in the emoluments of the employment
undertaken by him;

(2) accepts or agrees to accept any part of fees, profits or gains
from a lawyer, a Company Secretary or broker engaged by such
company, firm or person or agent or customer of such
company, firm or person by way of commission or gratification.

PART III

Professional misconduct in relation to members of
the Institute generally

A member of the Institute, whether in practice or not, shall be
deemed to be guilty of professional misconduct, if he –

(1) not being a Fellow of the Institute, acts as a Fellow of the

Institute;

(2) does not supply the information called for, or does not comply
with the requirements asked for, by the Institute, Council or
any of its Committees, Director (Discipline), Board of

Discipline, Disciplinary Committee, Quality Review Board or
the Appellate Authority;

(3) while inviting professional work from another Company

Secretary or while responding to tenders or enquiries or while
advertising through a write up, or anything as provided for in
items (6) and (7) of Part I of this Schedule, gives information
knowing it to be false.

PART IV

Other misconduct in relation to members of
the Institute generally

A member of the Institute, whether in practice or not, shall be
deemed to be guilty of other misconduct, if –

(1) he is held guilty by any civil or criminal court for an offence
which is punishable with imprisonment for a term not
exceeding six months;

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(2) in the opinion of the Council, he brings disrepute to the
profession or the institute as a result of his action whether or
not related to his professional work.]

*****[THE SECOND SCHEDULE****

[See Sections 21(3), 21(B)(3) and 22]

PART I

Professional misconduct in relation to Company

Secretaries in Practice

A Company Secretary in practice shall be deemed to be guilty of
professional misconduct, if he—

(1) discloses information acquired in the course of his professional
engagement to any person other than his client so engaging
him, without the consent of his client, or otherwise than as
required by any law for the time being in force;

(2) certifies or submits in his name, or in the name of his firm, a
report of an examination of the matters relating to company
secretarial practice and related statements unless the
examination of such statements has been made by him or by a
partner or an employee in his firm or by another Company

Secretary in practice;

(3) permits his name or the name of his firm to be used in
connection with any report or statement contingent upon
future transactions in a manner which may lead to the belief
that he vouches for the accuracy of the forecast;

(4) expresses his opinion on any report or statement given to any
business or enterprise in which he, his firm, or a partner in his
firm has a substantial interest;

(5) fails to disclose a material fact known to him in his report or
statement but the disclosure of which is necessary in making
such report or statement, where he is concerned with such
report or statement in a professional capacity;

(6) fails to report a material mis-statement known to him and with
which he is concerned in a professional capacity;

(7) does not exercise due diligence, or is grossly negligent in the
conduct of his professional duties;

(8) fails to obtain sufficient information which is necessary for
expression of an opinion or its exceptions are sufficiently
material to negate the expression of an opinion;

(9) fails to invite attention to any material departure from the
generally accepted procedure relating to the secretarial
practice;

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(10) fails to keep moneys of his client other than fees or
remuneration or money meant to be expended in a separate
banking account or to use such moneys for purposes for which
they are intended within a reasonable time.

PART II

Professional misconduct in relation to members of
the Institute generally

A member of the Institute, whether in practice or not, shall be
deemed to be guilty of professional misconduct, if he—

(1) contravenes any of the provisions of this Act or the regulations
made thereunder or any guidelines issued by the Council;

(2) being an employee of any company, firm or person, discloses
confidential information acquired in the course of his
employment, except as and when required by any law for the
time being in force or except as permitted by the employer;

(3) includes in any information, statement, return or form to be
submitted to the Institute, Council or any of its Committees,

Director (Discipline), Board of Discipline, Disciplinary

Committee, Quality Review Board or the Appellate Authority
any particulars knowing them to be false;

(4) defalcates or embezzles moneys received in his professional
capacity.

PART III

Other misconduct in relation to members of
the Institute generally

A member of the Institute, whether in practice or not, shall be
deemed to be guilty of other misconduct, if he is held guilty by any civil
or criminal court for an offence which is punishable with imprisonment
for a term exceeding six months.]

Prior to its substitution, section 21 read as under:

21. Procedure in inquiries relating to misconduct of members of
the Institute

(1) Where on receipt of information by, or a complaint made to it,

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the Council is prima facie of opinion that any member of the

Institute has been guilty of any professional or other
misconduct, the Council shall refer the case to the Disciplinary

Committee constituted under section 17, and the Disciplinary

Committee shall thereupon hold such inquiry and in such
manner as may be prescribed and shall report the result of its
inquiry to the Council.

(2) If on receipt of such report the Council finds that the member of
the Institute is not guilty of any professional or other
misconduct, it shall record its finding accordingly and direct
that the proceedings shall be filed, or the complaint shall be
dismissed, as the case may be.

(3) If on receipt of such report the Council finds that the member of
the Institute is guilty of any professional or other misconduct, it
shall record its finding accordingly, and shall proceed in the
manner laid down in the succeeding sub-sections.

(4) Where the finding is that a member of the Institute has been
guilty of a professional misconduct specified in the First

Schedule, the Council shall afford to the member an
opportunity of being heard before orders are passed against
him on the case, and may thereafter make any of the following
orders, namely:—

(a) reprimand the member;

(b) remove the name of the member from the Register for such
period, not exceeding five years, as the Council thinks fit:

Provided that where the Council is of opinion that the case is
one in which the name of the member ought to be removed
from the Register for a period exceeding five years or
permanently, it shall not make any order referred to in clause

(a) or clause (b), but shall forward the case to the High Court
with its recommendations thereon.

(5) Where the misconduct in respect of which the Council has
found any member of the Institute guilty is a misconduct
specified in the Second Schedule, it shall forward the case to
the High Court with its recommendations thereon.

(6) On receipt of any case under sub-section (4) or sub-section (5),
the High Court shall fix a date for the hearing of the case and
shall cause notice of the date so fixed to be given to the member
of the Institute concerned, the Council and to the Central

Government, and shall afford such member, the Council and the

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Central Government an opportunity of being heard and may
thereafter make any of the following orders, namely:—

(a) direct that the proceedings be filed, or dismiss the
complaint, as the case may be;

(b) reprimand the member;

(c) remove him from membership of the Institute either
permanently or for such period as the High Court thinks fit;

(d) refer the case to the Council for further inquiry and report.

(7) Where it appears to the High Court that the transfer of any case
pending before it to another High Court will promote the ends
of justice or tend to the general convenience of the parties, it
may so transfer the case, subject to such conditions, if any, as it
thinks fit to impose, and the High Court to which such case is
transferred shall deal with it as if the case had been forwarded
to it by the Council.

Explanation I. —In this section, “High Court” means the highest
civil court of appeal, not including the Supreme Court,
exercising jurisdiction in the area in which the person whose
conduct is being inquired into is in service or carries on his
profession or has his principal place of profession at the
commencement of the inquiry:

Provided that where the cases relating to two or more
members of the Institute have to be forwarded by the Council
to different High Courts, the Central Government shall, having
regard to the ends of justice and the general convenience of the
parties, determine which of the High Courts to the exclusion of
others shall hear the cases against all the members.

Explanation II. —For the purposes of this section, “member of
the Institute” includes a person who was a member of the

Institute on the date of the alleged misconduct although he has
ceased to be a member of the Institute at the time of the
inquiry.

(8) For the purposes of any inquiry under this section, the Council
and the Disciplinary Committee referred to in sub-section (1)

shall have the same powers as are vested in a civil court under
the Code of Civil Procedure, 1908 (5 of 1908), in respect of the
following matters, namely:—

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(a) summoning and enforcing the attendance of any person
and examining him on oath;

(b) the discovery and production of any document; and

(c) receiving evidence on affidavits.

*** Omitted by the Company Secretaries (Amendment) Act, 2006, w.e.f.

17.11.2006.

Prior to its omission, section 30 read as under:

CHAPTER VIII

APPEALS

30. Appeal

(1) Any member of the Institute aggrieved by any order of the

Council imposing on him any of the penalties referred to in
clause (a) or clause (b) of sub-section (4) of section 21, may,
within thirty days of the date on which the order is
communicated to him, prefer an appeal to the High Court:

Provided that the High Court may entertain any such appeal
after the expiry of the said period of thirty days, if it is satisfied
that the member was prevented by sufficient cause from filing
the appeal in time.

(2) The High Court may, on its own motion or otherwise, after
calling for the records of any case, revise any order made by the

Council under sub-section (2) or sub-section (4) of section 21
and may—

(a) confirm, modify or set aside the order;

(b) impose any penalty or set aside, reduce, confirm or
enhance the penalty imposed by the order;

(c) remit case to the Council for such further enquiry as the

High Court considers proper in the circumstances of the
case;

(d) pass such other order as the High Court thinks fit:

Provided that no order of the Council shall be modified or set
aside unless the Council has been given an opportunity of being
heard and no order imposing or enhancing a penalty shall be

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passed unless the person concerned has been given an
opportunity of being heard.

Explanation. —In this section “High Court” and “member of the

Institute” have the same meanings as in section 21.

**** Substituted for “The First Schedule” vide the Company

Secretaries (Amendment) Act, 2006, w.e.f. 17.11.2006.

Prior to its substitution, “The First Schedule” read as under:

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THE FIRST SCHEDULE

[ See section 21(4) and 22]

PART I

Professional misconduct in relation to members
of the Institute in practice

A Company Secretary in practice shall be deemed to be guilty of
professional misconduct, if he—

(1) allows any other person to practise in his name as a

Company Secretary unless such other person is a Company

Secretary or is a member of such other recognized
profession as may be prescribed in this behalf, and is in
partnership with or employed by him;

(2) pays or allows or agrees to pay or allow, directly or
indirectly, any share, commission or brokerage in the fees or
profits of his professional work to any person, other than a
member of the Institute or a partner or a retired partner or
the legal representative of a deceased partner.

Explanation. —In this item, “partner” includes a person
residing outside India with whom a Company Secretary in
practice has entered into partnership which is not in
contravention of item (4) of this Part;

(3) accepts of agrees to accept, except from a member of the

Institute or from any one belonging to any of the recognized
professions prescribed for the purpose, any part of the
profits, fees or other remuneration arising out of the work
which is not of a professional nature;

(4) enters into partnership with any person other than a

Company Secretary in practice or a member of any other
recognized profession as may be prescribed or a person
resident without India who but for his residence abroad
would have been entitled to be registered as a member of
the Institute under clause (e) of sub-section (1) of section 4
or whose qualifications are recognized by the Central

Government or the Council for the purpose of membership
of the Institute provided that the Company Secretary shares
in the fees or profit of the professional work of the
partnership both within and without India;

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(5) secures, either through the services of a person not qualified
to be his partner or by means which are not open to a

Company Secretary, any professional work;

(6) solicits clients or professional work, either directly or
indirectly,
by
circular,
advertisement,
personal
communication or interview or by any other means;

(7) advertises his professional attainments or services, or uses
any designation or expression other than Company

Secretary on professional documents, visiting cards,
letterheads or sign boards, unless it be a degree of a

University established by law in India or recognized by the

Central Government or a title indicating membership of the

Institute or of any other institution that has been recognized
by the Central Government or may be recognized by the

Council;

(8) accepts the position of a Company Secretary in practice
previously held by another Company Secretary in practice
without first communicating with him in writing;

(9) charges or offers to charge, accepts or offers to accept, in
respect of any professional employment fees which are
based on a percentage of profits or which are contingent
upon the findings or results of such employment, except in
cases which are permitted under any regulations made
under this Act;

(10) engages in any business or occupation other than the
profession of Company Secretary unless permitted by the

Council so to engage:

Provided that nothing contained herein shall disentitle a

Company Secretary from being a director of a company
except as provided in the Companies Act;

(11) accepts a position as Company Secretary in practice
previously held by some other Company Secretary in
practice in such conditions as to constitute under-cutting;

(12) allows a person not being a member of the Institute in
practice or a member not being his partner to sign on his
behalf or on behalf of his firm anything which he is required
to certify as a Company Secretary, or any other statements
related thereto.

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PART II

Professional misconduct in relation to members
of the Institute in service

A member of the Institute (other than a member in practice) shall be
deemed to be guilty of professional misconduct, if he, being an
employee of any company, firm or person—

(1) pays or allows or agrees to pay, directly or indirectly, to any
person any share in the emoluments of the employment
undertaken by the member;

(2) accepts or agrees to accept any part of fees, profits or gains
from a lawyer, a Company Secretary or broker engaged by
such company, firm or person or agent or customer of such
company, firm or person by way of commission or
gratification;

(3) discloses confidential information acquired in the course of
his employment otherwise than as required by any law for
the time being in force or as permitted by his employer.

PART III

Professional misconduct in relation to members
of the Institute generally

A member of the Institute whether in practice or not shall be deemed
to be guilty of professional misconduct, if he—

(1) includes in any statement, return or form to be submitted to
the Council any particulars knowing them to be false;

(2) not being a Fellow styles himself as a Fellow;

(3) does not supply the information called for or does not
comply with the requirements asked for by the Council or
any of its Committees;

(4) defalcates or embezzles moneys received in his professional
capacity.

***** Substituted for “The Second Schedule” vide the Company

Secretaries (Amendment) Act, 2006, w.e.f. 17.11.2006.

Prior to its substitution, “The Second Schedule” read as under:

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THE SECOND SCHEDULE

[ See section 21(5) and 22]

PART I

Professional misconduct in relation to members of the Institute
in practice requiring action by a High Court

A Company Secretary in practice shall be deemed to be guilty of
professional misconduct, if he—

(1) discloses information acquired in the course of his
professional engagement to any person other than the client
so engaging him, without the consent of such client, or
otherwise than as required by any law for the time being in
force;

(2) certifies or submits in his name or in the name of his firm a
report of an examination of the matters relating to Company

Secretarial practice and related statements unless the
examination of such statements has been made by him or by
a partner or any employee in his firm or by another

Company Secretary in practice;

(3) permits his name or the name of his firm to be used in
connection with any report or statement contingent upon
future transactions in a manner which may lead to the belief
that he vouches for the accuracy of the forecast;

(4) expresses his opinion on any report or statement given to
any business enterprise in which he, his firm or a partner in
his firm has a substantial interest, unless he discloses the
interest also in his report;

(5) deliberately aids in or abets the concealment in his report or
statement of a material fact known to him although the
disclosure of which is necessary to make such statement not
misleading;

(6) fails to disclose in his report a material mis-statement
known to him and with which he is concerned in a
professional capacity;

(7) is grossly negligent in the conduct of his professional duties;

(8) fails to obtain sufficient information to warrant the
expression of an opinion or makes exceptions which are
sufficiently material to negate the expression of an opinion;

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(9) fails to invite attention to any material departure from the
generally accepted procedure relating to the secretarial
practice;

(10) fails to keep moneys of his client in a separate banking
account or to use such moneys for purposes for which they
are intended.

PART II

Professional misconduct in relation to members of the Institute
generally requiring action by a High Court

A member of the Institute, whether in practice or not, shall be
deemed to be guilty of professional misconduct, if he—

(1) contravenes any of the provisions of this Act or the regulations
made thereunder;

(2) is guilty of such other act or omission as may be specified by the

Council in this behalf, by notification in the Official Gazette.

Procedure in inquires relating to misconduct of members

Chapter V of the Company Secretaries Act, 1980 which deals with
procedure in inquires relating to misconduct of members of the

Institute is reproduced as under:

CHAPTER V

MISCONDUCT

**[21. Disciplinary Directorate**

(1) The Council shall, by notification, establish a Disciplinary

Directorate headed by an officer of the Institute designated as Director

(Discipline) and such other employees for making investigations in
respect of any information or complaint received by it.

(2) On receipt of any information or complaint along with the
prescribed fee, the Director (Discipline) shall arrive at a prima facie
opinion on the occurrence of the alleged misconduct.

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(3) Where the Director (Discipline) is of the opinion that a member
is guilty of any professional or other misconduct mentioned in the First

Schedule, he shall place the matter before the Board of Discipline and
where the Director (Discipline) is of the opinion that a member is guilty
of any professional or other misconduct mentioned in the Second

Schedule or in both the Schedules, he shall place the matter before the

Disciplinary Committee.

(4) In order to make investigations under the provisions of this Act,
the Disciplinary Directorate shall follow such procedure as may be
specified.

(5) Where a complainant withdraws the complaint, the Director

(Discipline) shall place such withdrawal before the Board of Discipline
or as the case may be, the Disciplinary Committee, and the said Board or

Committee may, if it is of the view that the circumstances so warrant,
permit the withdrawal at any stage.]

1[21A. Board of Discipline

(1) The Council shall constitute a Board of Discipline consisting
of—

(a) a person with experience in law and having knowledge of
the disciplinary matters and the profession, to be its
presiding officer;

(b) two members one of whom shall be a member of the

Council elected by the Council and the other member shall
be the person designated under clause (c) of sub-section

(1) of section (16);

(c) the Director (Discipline) shall function as the Secretary of
the Board.

(2) The Board of Discipline shall follow summary disposal
procedure in dealing with all the cases before it.

(3) Where the Board of Discipline is of the opinion that a member is
guilty of a professional or other misconduct mentioned in the First

Schedule, it shall afford to the member an opportunity of being heard
before making any order against him and may thereafter take any one
or more of the following actions, namely:—

1. Inserted by the Company Secretaries (Amendment) Act, 2006, w.e.f. 17.11.2006.

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(a) reprimand the member;

(b) remove the name of the member from the Register up to a
period of three months;

(c) impose such fine as it may think fit which may extend to
rupees one lakh.

(4) The Director (Discipline) shall submit before the Board of

Discipline all information and complaints where he is of the opinion
that there is no prima facie case and the Board of Discipline may, if it
agrees with the opinion of the Director (Discipline), close the matter or
in case of disagreement, may advise the Director (Discipline) to further
investigate the matter.]

2[21B. Disciplinary Committee

(1) The Council shall constitute a Disciplinary Committee consisting
of the President or the Vice-President of the Council as the Presiding

Officer and two members to be elected from amongst the members of
the Council and two members to be nominated by the Central

Government from amongst the persons of eminence having experience
in the field of law, economics, business, finance or accountancy:

Provided that the Council may constitute more Disciplinary

Committees as and when it considers necessary.

(2) The Disciplinary Committee, while considering the cases placed
before it, shall follow such procedure as may be specified.

(3) Where the Disciplinary Committee is of the opinion that a
member is guilty of a professional or other misconduct mentioned in
the Second Schedule or both the First Schedule and the Second

Schedule, it shall afford to the member an opportunity of being heard
before making any order against him and may thereafter take any one
or more of the following actions, namely:—

(a) Reprimand the member;

(b) Remove the name of the member from the Register
permanently or for such period, as it thinks fit;

(c) impose such fine as it may think fit, which may extend to
rupees five lakhs.

(4) The allowances payable to the members nominated by the

Central Government shall be such as may be specified].

2. Inserted by the Company Secretaries (Amendment) Act, 2006, w.e.f. 17.11.2006.

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3[21C. Authority, Disciplinary Committee, Board of Discipline and

Director (Discipline) to have powers of civil court

For the purposes of an inquiry under the provisions of this Act, the

Authority, the Disciplinary Committee, Board of Discipline and the

Director (Discipline) shall have the same powers as are vested in a civil
court under the Code of Civil Procedure, 1908, in respect of the
following matters, namely:—

(a) summoning and enforcing the attendance of any person and
examining him on oath;

(b) the discovery and production of any document; and

(c) receiving evidence on affidavit.

Explanation – For the purposes of sections 21, 21A, 21B, 21C and

22, “member of the Institute” includes a person who was a member of
the Institute on the date of the alleged misconduct although he has
ceased to be a member of the Institute at the time of the inquiry.]

4[21D. Transitional provisions

All complaints pending before the Council or any inquiry initiated
by the Disciplinary Committee or any reference or appeal made to a

High Court prior to the commencement of the Company Secretaries

(Amendment) Act, 2006 shall continue to be governed by the provisions
of this Act, as if this Act had not been amended by the Company

Secretaries (Amendment) Act, 2006.]

5[22. Professional or other misconduct defined

For the purposes of this Act, the expression “professional or other
misconduct” shall be deemed to include any act or omission provided in
any of the Schedules, but nothing in this section shall be construed to
limit or abridge in any way the power conferred or duty cast on the

Director (Discipline) under sub-section (1) of section 21 to inquire into
the conduct of any member of the Institute under any other
circumstances. ]

3. Inserted by the Company Secretaries (Amendment) Act, 2006, w.e.f. 17.11.2006.

4. Inserted, ibid.

5. Substituted, ibid.

Prior to its substitution, section 22 read as under:

22. Professional misconduct defined

For the purposes of this Act, the expression “professional misconduct” shall be deemed
to include any act or omission specified in any of the Schedules, but nothing in this
section shall be construed to limit or abridge in any way the power conferred or duty
cast on the Council under sub-section (1) of section 21 to inquire into the conduct of
any member of the Institute under any other circumstances.

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6[22A. Constitution of Appellate Authority

The Appellate Authority constituted under sub-section (1) of
section 22A of the Chartered Accountants Act, 1949, shall be deemed to
be the Appellate Authority for the purposes of this Act subject to the
modification that for clause (b) of said sub-section (1), the following
clause had been substituted, namely:—

(b) the Central Government shall, by notification appoint two part-
time members from amongst the persons who have been
members of the Council of the Institute of Company Secretaries
of India for at least one full term and who is not a sitting
member of the Council;]

7[22B. Term of office of members of Authority

A person appointed as a member shall hold office for a term of
three years from the date on which he enters upon his office or until he
attains the age of sixty two years, whichever is earlier.

8[22C. Procedure, etc. of Authority

The provisions of section 22C, section 22D and section 22F of the

Chartered Accountants Act, 1949 shall apply to the Authority in relation
to allowances and terms and conditions of service of its Chairperson
and members, and in the discharge of its functions under this Act as
they apply to it in the discharge of its functions under the Chartered

Accountants Act, 1949.]

9[22D. Officers and other staff of Authority

(1) The Council shall make available to the Authority such officers
and other staff members as may be necessary for the efficient
performance of the functions of the Authority.

(2) The salaries and allowances and conditions of service of the
officers and other staff members of the Authority shall be such as may
be prescribed.]

10[22E. Appeal to Authority

(1) Any member of the Institute aggrieved by any order of the

6. Inserted by the Company Secretaries (Amendment) Act, 2006, w.e.f. 17.11.2006.

7. Inserted, ibid.

8. Inserted, ibid.

9. Inserted, ibid.

10. Inserted by the Company Secretaries (Amendment) Act, 2006, w.e.f. 17.11.2006.

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Board of Discipline or the Disciplinary Committee imposing on him any
of the penalties referred to in sub-section (3) of section 21A and sub-
section (3) of section 21B, may within ninety days from the date on
which the order is communicated to him, prefer an appeal to the

Authority:

Provided that the Director (Discipline) may also appeal against the
decision of the Board of Discipline or the Disciplinary Committee to the

Authority if so authorised by the Council, within ninety days:

Provided further that the Authority may entertain any such appeal
after the expiry of the said period of ninety days, if it is satisfied that
there was sufficient cause for not filing the appeal in time.

(2) The Authority may, after calling for the records of any case,
revise any order made by the Board of Discipline or the Disciplinary

Committee under sub-section (3) of section 21A and sub-section (3) of
section 21B and may —

(a) confirm, modify or set aside the order;

(b) impose any penalty or set aside, reduce, or enhance the penalty
imposed by the order;

(c) remit the case to the Board of Discipline or Disciplinary

Committee for such further enquiry as the Authority considers
proper in the circumstances of the case; or

(d) pass such other order as the Authority thinks fit:

Provided that the Authority shall give an opportunity of being
heard to the parties concerned before passing any order.]

Regulation 15 to 19 Company Secretaries Regulations, 1982 dealing
with procedure in regards to complaints and enquiries relating to
professional or other misconduct of members are reproduced
hereunder:

(i) Complaints and enquiries relating to professional or other
misconduct of members (Regulation 15)

(1) Subject to the provisions of this regulation, any complaint
received against a member of the Institute under Section 21
shall be investigated, and any enquiry relating to misconduct
of such member shall be held, by the Disciplinary Committee:

Provided that if the subject matter of a complaint is, in the
opinion of the President, substantially the same as or has been

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covered in any previous information or complaint received,
the Secretary may file the complaint without any further
action or inform the complainant, accordingly, as the case may
be.

(2) A complaint under Section 21 shall be made to the council in
the appropriate form, duly verified as required therein. (See

Form G in the end of this Appendix)

(3) Every complaint shall contain the following particulars,
namely—

(a) the acts or omissions which, if proved, would render the
member complained against guilty of any professional or
other misconduct;

(b) the oral and/or documentary evidence relied upon in
support of the allegations made in the complaint.

(4)

Every complaint, other than a complaint made by or on behalf
of the Central or any State Government, shall be accompanied
by a deposit of rupees fifty which shall be forfeited, if the

Council, after considering the complaint, comes to the
conclusion that no prima facie case is made out and, moreover,
that the complaint is either frivolous or has been made with
mala fide intention.

(5)

The Secretary shall return a complaint which is not in the
proper form or which does not contain the aforesaid
particulars or which is not accompanied by the deposit of
rupees fifty to the complainant for resubmission after
compliance with such requirements and within such time as
the Secretary may specify.

(6)

Ordinarily, within sixty days of the receipt of a complaint
under Section 21 the Secretary shall,—

(a) if it is against an individual member send particulars of
the acts or omissions alleged or a copy of the complaint,
as the case may be, to such member at his address as
entered in the Register;

(b) if it is against a firm, send particulars of the acts or
omissions or a copy of the complaint, as the case may be,
to the firm concerned at the address of the head office of
the firm as entered in the Register of Offices and Firms

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with a notice calling upon the firm to disclose the
name(s) of the member(s) concerned and to send
particulars of acts or omissions or a copy of the
complaint, as the case may be to such member(s).

Explanation—A notice to the firm shall be deemed to be a
notice to all the members who are partners or employees
of that firm.

(7)

A member who has been intimated of the complaint made
against him under sub-regulation (6) (hereinafter referred to
as the respondent) shall, within fourteen days of issue of such
intimation or within such further time as the Secretary may
allow, forward to the Secretary a written statement in his
defence verified in the same manner as the complaint.

(8)

On a perusal of the complaint and written statement, if any,
the Secretary may call for such additional particulars or
documents connected therewith either from the complainant
or the respondent, as he may consider necessary or as may be
directed by the President, for perusal of the Council.

(9)

Where on a perusal of the complaint, the written statement, if
any, of the respondent and other relevant documents and
papers, the Council is prima facie of opinion that any member
has been guilty of professional or other misconduct, the

Council shall cause an enquiry to be made in the matter by the

Disciplinary Committee and where the Council is prima facie
of opinion that there is no case against the respondent, the
case shall be dismissed and the complainant, if any, and the
respondent shall be informed accordingly:

Provided that the Council may, if deemed necessary, call for
any additional particulars or documents connected therewith
from the complainant, if any, or the respondent.

(10) (i) Every notice issued by the Secretary or by the Disciplinary

Committee under this Regulation shall be sent to the
member or the firm concerned by registered post with
acknowledgement due.

(ii) If the notice is returned unserved with an endorsement to
the effect that the addressee had refused to accept the
notice it shall be deemed to have been served.

(iii) If the notice is returned with an endorsement indicating
that the addressee cannot be found at the address given,

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the Secretary shall ask the complainant to supply to him
the correct address of the member or firm concerned and
send a fresh notice to the member or firm at the address so
supplied.

(11) The provision relating to a notice shall apply mutatis mutandis
to a letter.

(ii) Information relating to misconduct of members (Regulation

16)

The procedure laid down in regulation 15 shall, so far as
may be apply to any information received under Section

21.

(iii) Time limit of entertaining complaint or information

(Regulation 17)

Save in cases of misconduct involving moral turpitude or in
cases instituted by the Central Government or any State

Government, the Council may refuse to entertain any
complaint or information in respect of misconduct made
more than ten years after the same was alleged to have
committed, where the Council is satisfied that there would
be difficulty in securing proper evidence of the alleged
misconduct or that the member against whom the
information has been received or the complaint has been
filed, would find it difficult to lead evidence to defend
himself on account of the time lag, or that changes have
taken place rendering the inquiry procedurally
inconvenient or difficult.

(iv) Procedure in enquiry before the Disciplinary Committee

(Regulation 18)

(1) It shall be the duty of the Secretary to place before the

Disciplinary Committee all facts brought to his
knowledge which are relevant for the purpose of any
enquiry by the Disciplinary Committee.

(2) The Disciplinary Committee shall have the power to
regulate its procedure in such manner as it considers
necessary and during the course of enquiry, may
examine witnesses on oath and receive evidences on
affidavits and any other oral or documentary evidence,
exercising its powers as provided in sub-section (8) of

Section 21.

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(3) The Disciplinary Committee shall give the complainant
and respondent a notice of the meeting at which the
case shall be considered by the Committee.

(4) Such complainant and respondent may be allowed to
defend themselves before the Disciplinary Committee
either in person or through a legal practitioner or any
other member of the Institute.

(5) Where, in the course of a disciplinary enquiry, a change
occurs in the composition of the Disciplinary

Committee, unless any of the parties to such enquiry
makes a demand within fifteen days of receipt of a
notice of a meeting of such Disciplinary Committee,
that the enquiry be made de novo, no report of the

Disciplinary Committee shall be called in question on
the ground that any member of the Disciplinary

Committee did not possess sufficient knowledge of the
facts relating to such inquiry.

(v) Procedure in a hearing before the Council (Regulation (19)

(1) The Council shall consider the report of the Disciplinary

Committee and if in its opinion, a further enquiry is
necessary, may cause such further enquiry to be made
and a further report submitted by the Disciplinary

Committee.

(2) After considering such report, or further report of the

Disciplinary Committee, as the case may be, where the

Council finds that the respondent is not guilty of any
professional or other misconduct, it shall record its
findings accordingly and direct that the proceedings
shall be filed or the complaint shall be dismissed, as
the case may be.

(3) After considering such report or further report of the

Disciplinary Committee, as the case may be, where the

Council finds that the respondent has been guilty of a
professional or other misconduct, it shall record its
findings accordingly and shall proceed in the manner
as laid down in the succeeding sub-regulations.

(4) Where the finding is that the member of the Institute
has been guilty of a professional or other misconduct,
the Council shall afford to the member an opportunity

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of being heard before orders are passed against him in
the case. The Council, after hearing the respondent if
he appears in person or after considering the
representations, if any, made by him, pass such orders
as it may think fit, as provided under sub-section (4) or

Section 21.

(5) The orders passed by the Council shall be
communicated to the complainant and the respondent.

For a detailed discussion on professional misconduct, the members may
refer to the ‘Guidance Note on Code of Conduct for Company

Secretaries’ published by the Institute.

FORM-G

COMPLAINT AGAINST PROFESSIONAL OR

OTHER MISCONDUCT OF A MEMBER

[See Regulation 15(2)]

(Before the Council of the Institute of Company Secretaries of India)

1. Between

Petitioner

And

Respondent

2. Petitioner’s address

3. Respondent’s address

4. Particulars of complaint in paragraphs

consecutively numbered

5. Particulars of evidence oral

and documentary, if any, to

substantiate the complaint

6. Particulars of deposit of Rs. 2500

Signature

VERIFICATION

I___________________ the petitioner do hereby declare that what is
stated above is true to the best of my information and belief.

Verified to the___________ day of 20____ at______

Signature

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APPENDIX XIII

Guidelines for Ceiling on Number of Secretarial Audit and

Annual Return

The Council of the Institute has recently reviewed the existing limits
in respect of issuance of the issue of Secretarial Audit Reports and has
decided as below:

10 Secretarial Audits per partner/ PCS, and

an additional limit of 5 secretarial audits per partner/PCS in
case the unit is peer reviewed.

These limits will be applicable for the Secretarial Audit Reports
to be issued for the financial year 2016-17 onwards.

In this regard, the FAQs have been uploaded at the website of
the Institute at :

www.icsi.edu/docs/webmodules/FAQs%20on%20limits%

20of%20Secretarial%20Audit%20final.pdf and are also placed below. It is recommended that this communication be
read along with the FAQs given below.

FAQs on limits of Secretarial Audit

1.

What is the limit for the issue of Secretarial Audit Reports
for financial year 2016-17?

The Council of the Institute at its 235th meeting held on

February 11, 2016 reviewed the existing limits for the issue of

Secretarial Audit Reports and decided as below:

10 Secretarial Audits per partner/ PCS, and

an additional limit of 5 secretarial audits per
partner/PCS in case the unit is peer reviewed.

These limits will be applicable for the Secretarial Audit Reports
to be issued for the financial year 2016-17 onwards.

2.

To whom is the peer reviewed certificate is granted -

Individual or Practicing Unit?

The peer review certificate is issued to the Peer Reviewed

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Practice Unit. Practice unit means, “members in practice,
whether practicing individually or as a firm of Company

Secretaries.” Accordingly, peer review certificate may be
granted to an individual or to a firm, as the case may be.

3.

What is the date on which Peer Reviewed Unit (PRU) can
say, I am Peer Reviewed?

A Practice Unit (PU) is said to have been peer reviewed from
the date of issue of peer review certificate by the Peer Review

Board of the Institute. Accordingly, PRU can take up additional

5 Secretarial Audits on the basis of being peer reviewed, only
from date of issue of the certificate.

1.

What is the period for which Practice Unit is certified as

PRU?

In terms of para 13 of the Guidelines for Peer Review of

Attestation Services by Practicing Company Secretaries (Peer

Review Guidelines), the peer review of every practice unit
should be mandatorily carried out atleast once in a block of five
years.

Accordingly, for the purposes of taking up additional five
secretarial audits, the validity of peer review certificate should
be five years from the date of issue of certificate.

5. How can it be identified whether a practicing unit is peer
reviewed?

The list of peer reviewed practice units is available on the ICSI
website at the link:

www.icsi.edu/prb/ListofPeerReviewedUnits.aspx

6.

To whom is the issue of 5 additional secretarial audit
reports allowed: individual partners or the practice unit as
a whole (on the basis of certification of peer reviewed
firm)?

The limit of 5 additional secretarial audits of Peer Reviewed

Unit is to be considered as 5 secretarial audits for each
individual partner, subject to overall limit of 15 secretarial
audits per individual.

7A. If a person is a partner in two firms out of which one is not
peer reviewed and another is peer reviewed, what should
be the limit?

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The limit per individual is 10 secretarial audits in each year. He
may carry out 5 additional secretarial audits in respect of the
firm which is peer reviewed.

7B. If the partner of peer reviewed firm is also practicing in
individual capacity/ partner of another firm then whether
eligibility of 5 additional Secretarial Audits can be used as
a partner of peer reviewed firm or in individual
capacity/partner of firm?

The additional limit of 5 secretarial audits can be used in the
capacity of partner of peer reviewed firm only.

7C. Whether the answer to the above will be different if the
individual is partner of another firm which is also peer
reviewed?

Since, the overall limit for each individual/ partner is 15

Secretarial Audits (10 +5). The individual can utilise the
additional 5 audits in the capacity of partner of any of the peer
reviewed firm.

8. Can this additional limit of 5 secretarial audits be
transferred from one peer reviewed firm to another firm
on the basis of common partners?

No.

9.

If new partner joins a peer reviewed firm, then whether
such partner be allowed for such 5 additional audits?

Yes.

10. In case the firm/ individual has applied for peer review,
then whether he will be eligible for additional 5 Secretarial

Audits.

No, the benefit of additional 5 secretarial audits will accrue to a
firm/individual only after issue of peer review certificate by the

Peer Review Board.

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APPENDIX XIV

Guidelines for Compulsory Attendance of Professional

Development Programmes1

In exercise of the powers conferred by Clause (1) of Part II of the

Second Schedule to the Company Secretaries Act, 1980 (56 of 1980),
as amended by the Company Secretaries (Amendment) Act, 2006,
the Council of the Institute of Company Secretaries of India hereby
issues the following guidelines :-

1. Introduction

The Company Secretaries Act, 1980 was enacted to make
provisions for the regulation and development of the
profession of Company Secretaries. The Institute of

Company Secretaries of India set up under the said Act has
been conducting examinations and prescribing standards for
adherence by its members.

Members of the Institute in employment occupy important
positions in industry. The concept of whole-time practice,
which gained its initial recognition in 1988, has gained
momentum after the enactment of the Companies

(Amendment) Act, 2000 which required Compliance Certificate
to be issued by Practising Company Secretary for certain
category of companies. Our members in practice are also
being recognized for issuing various certificates by various
regulatory authorities.

In the present day scenario, a profession cannot maintain
its cutting edge competencies unless its members regularly
update their knowledge. Attendance and participation in

Professional Development Programs, Participative Certificate

Programs organized by the Headquarters and Centre for

Corporate Governance Research and Training (CCGRT), and

Seminars, Conferences, Study Circle Meetings organised by the

Council, Regional Councils, Chapters and other recognised
bodies enable members to –

1. Constantly upgrade professional competence and
skills.

2. Sensitize them to new and emerging opportunities for
service.

1 As amended by the Council in its 223rd Meeting held at New

Delhi on March 14, 2014.

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3. Assure users of professional services that
they possess adequate skills commensurate with
their professional responsibilities.

4.

Improve their level of confidence to meet ever-
changing demands on the profession. The Perspective

Planning Group constituted by the Council had
recommended compulsory attendance by members at

Professional Development Programmes as a means of
ensuring constant updation of knowledge and skills
of members. The ICSI, drawing strength from these
recommendations, has now decided that the following
guidelines are required to be followed for giving and
recording credit as well as eligible programmes and
the number of Program Credit Hours to be given for
each program.

2. Key Definitions

2.1

“Approved Learning Program” means any Professional

Development Program, Continuing Education Program,

Participative Certificate Program of the ICSI, Programmes
organised through electronic / distance mode or any other
program, Seminar or study circle meeting organised by the

Council, Regional Council, Chapter or Satellite Chapter of
the Institute, and programmes organised [jointly with
professional bodies or Chambers of Commerce].

2.2

“Year” for the purposes of these guidelines shall mean the
period commencing from 1st day of April and ending on 31st
day of March following.

2.3

“Learning Program Centre” (LPC) means any wing of the ICSI
which conducts programs and includes the Council, any

Committee of the Council, Regional Councils, Chapters and
shall include any other centre, wing or any other entity as
may be recognized by the Council from time to time for this
purpose.

3. Authorisation and Method of Regulation

3.1

Under Section 9 of the Company Secretaries Act, 1980, the
responsibility for management of the affairs of the Institute
and for discharging the functions assigned under the said

Act vests with the Council.

3.2

The Council considers that in the context of the liberalised

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economy and the competitive environment, proper
regulation and maintenance of the status and standards of
the Members is necessary for ensuring competency of the
members.

3.3

Pursuant to the above-mentioned authorizations, these
guidelines are therefore being issued for implementation.

3.4

Compliance with these guidelines is mandatory for the
members in practice and recommendatory for other members.

3.5

For the removal of doubts, it is clarified that all issues relating
to the implementation and interpretation of terms used in
these guidelines shall be the responsibility of the Professional

Development Committee constituted by the Council. The

Committee may discharge its duties in this regard (including
issue of supplementary guidelines from time to time) for
implementation within the limits of its authority as specified or
prescribed by the Council.

4. Power to Modify Guidelines

To ensure that these guidelines are dynamic, the
requirements, conditions or terms specified in these guidelines
may be modified from time to time at the discretion of the

Council on the recommendations of the Professional

Development Committee of the Council.

5. Applicability of the Guidelines

5.1 It is mandatory for all members in practice of the Institute,
except those specified in para5.2 to secure 15 Program Credit

Hours (PCH) in a year or 50 Program Credit Hours in a block
of 3 years by attendance of approved learning program.

However, no carry forward for excess Program Credit Hours
from block of three years to another block of three years will be
allowed.

5.1.1 It would be sufficient if a member obtains atleast fifteen
credit hours in a year or 50 credit hours in a block of three
years. If a member takes a Certificate of Practice during the
block, the requirement for obtaining Credit Hours shall be as
under :

Certificate of Practice

The requirement of Credit
taken during

Hours

1st April of the first year of

No requirement of
the block to 31st March

Credit Hours in the First
following.

Year of the block

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Fifteen Credit Hours each
in the second and third
year of the block or 30

Credit hours in the block of
three years

1st April of the second No requirement of
year of the block to 31st

Credit Hours in the

March following
second year of the block

Fifteen Credit Hours in
the third year of the block

1st April of the third year

No requirement of Credit
to 31st March following

Hours in that block

No credit hours will be given to a participant who attends the
programme partially.

Members whose reply to prize queries is published in the

Chartered Secretary will be entitled to four Programme Credit

Hours].

Members above the age of 60 years shall be required to
obtain 50% of the PCH required to be obtained by the
members below 60 years w.e.f. April 01, 2011.

5.1.2 Members in employment i.e. members in whose name Form 32

(in terms of the provisions of the Companies Act, 1956) /

DIR -12 (in terms of the provisions of the Companies Act,

2013) has been filed by the Companies shall be required
to obtain 10 Programme Credit Hours in each year or 35

Programme Credit Hours in a block of three years.

5.2 The requirement specified above shall not apply to :

(a) A member who attains the age of 65 years during a particular
calendar year.

(b)

A member, for the year during which he gets his Certificate of

Practice for the first time. (c) A member or class of members to
whom the Council may in its absolute discretion grant
full/partial exemption either specific/general, on account of
facts and circumstances in case of :

(i) Maternity / Paternity Leave

(ii) Accident/Medical Emergencies

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(iii) Unemployment

(iv) Any other case, as may be deemed appropriate by the

Council on a case to case basis.

6.

Functions of The Learning Program Centres

6.1 To conduct programs on current topics for the benefit of the
members.

6.2

To maintain attendance record of the member attending
the program in a manner which will be prescribed.

6.3

To furnish periodic Activity and Attendance Report to the

Headquarters of the ICSI for updation in the master database.

7. Obligations of the Member

7.1

A personal record of compliance with the requirements of

Program Credit Hours is required to be maintained by each
member on an annual basis. This record shall be open to
verification by the Institute.

7.2

At the time of payment of annual membership fees, every
member is required to confirm that they have secured the
minimum annual Program Credit Hours (PCH) and that the
record can be produced to the Institute for verification on
request.

8. Manner of Calculation of Program Credit Hours (PCH)

8.1

No Program Credit Hours will be awarded for any learning
program whose duration is less than 1 hour.

8.2 The basis of calculation of Program Credit Hours will be as
under:

No. of hours of Learning Program

Program Credit
attended by the member

Hours (PCH)

Beyond 1 hour and upto 2 hours

1

Beyond 2 hours and upto 4 hours in
a single day

2

Beyond 4 hours in a single day

4

Program spanning 1 ½ days 6

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Program spanning 2 days 8

Program spanning 2 ½ days and
above/National Convention

10

8.2.1 Members attending programmes in non-core areas such as

Service Tax, Indirect Taxes, Accounting Standards, Labour

Laws, Intellectual Property Rights, Competition Law and

NCLT etc. shall be entitled for grant of 50% extra PCH than
eligible for other programmes of the same duration.

8.3 A member whose article is published in the “Chartered

Secretary” will be entitled to 4

Program Credit Hours.

In respect of joint authorship of the article, the two credit hours
be awarded to each author. However, the joint authorship
should be limited to two authors only.

The article published in the Souvenir of National

Convention be treated at par with the article published in
the Chartered Secretary for the purposes of grant of credit
hours.

8.4

If the Course Coordinator attends the full program, full credit of
the Program Credit Hours allotted for the program will be
given.

8.5 No Program Credit Hours shall be given to a member for acting
as a faculty in Oral Tuition Classes.

8.6

There may be cases of members contributing articles in
newspapers, working on research projects, preparation of
or vetting of background or technical material, participating
in interactive media programs, etc. All such cases will be
decided by the Committee on case to case basis until fresh
guidelines covering such instances are drawn up.

8.7

A member who acts as a Chairman or Speaker in any
technical session at a Workshop, Seminar or Conference
organised by the Program Learning Centre will be entitled
to equivalent number of Program Credit Hours as is available
for the said technical session.

8.8

For Members who reside in places beyond 100 km

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from the nearest Regional Council/Chapter and attend a
program at any Program Learning Centre, they shall be
awarded double the Program Credit Hours for which the
concerned Program is entitled. However this will not apply to
attendance at the National Convention/National Conference of

Practising Company Secretaries/Regional Conferences
organised by the Regional Councils. Such members have
also the option to prepare a research paper on a topic
recommended by the Secretariat.

Where the members in practice residing in remote places
are not able to attend the professional development
programmes, they may write to the Institute for approving
a topic on which they can prepare research paper to get
the exemption from securing programme credit hours.

The Research paper includes :

(i) A concept paper on emerging areas of practice for

Company Secretaries

(ii) A Referencer / backgrounder on contemporary
topics relevant to Company Secretaries

(iii) A booklet on any topic relating to the areas of practice
for Company Secretaries

(iv) A monograph on any contemporary topic relevant
to the Practising Company Secretaries

(v) An empirical study of practical relevance to the

Practising Company Secretaries

Members whose research paper is approved by the

Professional Development Committee of the Council, will be
exempted from the requirement of securing programme
credit hours for a block of three years.

Members who reside in places beyond 100 Kms. from the
nearest Regional Council/Chapter will be entitled for Eight

Programme Credit Hours if their article/reply to prize
query is published in the Chartered Secretary.

8A. Programme Credit Hours for Unstructured Learning Activities

The members shall be granted Programme Credit Hours (PCH)

under these Guidelines for undertaking any of the following

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unstructured learning activities subject to a maximum of ten

PCH in each year of the block:

Learning Activity

PCH

1.

Web based learning including e learning, 4
subject to the production of Certificate, per
year.

2.

Publication of article in a journal of repute 4
other than the Chartered Secretary Journal.

3.

Publication of book(s).

8

4.

Revision of Published Book

4

5.

Acting as Guide / Supervisor for M.Phil. / 6

LL.M. / Ph.D.

6.

Suggestions on Questionnaires / Consultative 2

Papers / Exposure Draft, etc. sought by the

Institute

7.

Reviewing of Articles / Guideline Answers / 4

Study Material and other publications of the

Institute.

8.

Publication of Research findings / Studies on 4
the areas relevant to Corporate Sector, Capital

Markets and Professional interest.

9.

Publication of articles of professional interest 4
in national dailies.

10.

Visit to foreign countries as part of 4
government delegation.

11.

Acting as visiting faculty or guest faculty at the 4
various

Universities

/

Management

Institutions / Institutions of National
importance.

9. Monitoring Requirements

9.1

The Professional Development Committee will monitor and
review the programs conducted by the various Program

Learning Centres from time to time and appraise the Council of

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the progress.

9.2

The said Committee shall set up an appropriate monitoring
mechanism and provide clarifications (as it considers
necessary) to all concerned for effective implementation of
these guidelines as per Annexure.

10. These Guidelines are effective from 1st January, 2008.

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Mechanism for Maintenance of Attendance Records of Members at

Professional Development Programmes and Issuance of

Certificates for Programme Credit Hours (PCH)

The Council has considered and approved the following
mechanism for maintenance of attendance records of members
at professional development programmes and issuance of
certificates for Program Credit Hours under the Guidelines for

Compulsory Attendance of Professional Development Programmes
by Members:

1. The Program Centre shall ensure the quality of the programmes
organized by it by inviting faculty having adequate knowledge,
expertise and experience in the given subject/topic for
discussion.

The brochure for every professional development programme
should indicate the programme Credit Hours to be awarded to
the participants.

2. The Program Centre will record the attendance of the
participants and maintain the same for future reference and
issue the certificates for Program Credit Hours in the
prescribed format.

3. The Directorate of Information Technology in the

Headquarters will develop software for recording and
maintaining the attendance of members at the Professional

Development Programmes and send to all Regional

Councils/Chapters.

4. The headquarters will initially provide to Regional Councils
printed blank formats of certificates, which will be serially
numbered.

5. Regional Councils/Chapters will maintain the list of names
and membership numbers of the participants as well as
faculty/Chairman/Speaker and Program Credit Hours given to
each of them together with their signatures duly
authenticated by competent authority for this purpose.

Explanation : Competent authority means (i) in the case of

Regional Council Chairman or Secretary of the Regional

Council or Executive Officer (ii) in the case of

Chapter/Satellite Chapter, Chairman or Secretary or Executive

Officer, if any, of the Chapter/Satellite Chapter.

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A Register be prepared for recording names of participants
and obtaining their signatures both at the beginning as well as
at the end of the programme.

6. At the time of renewal of membership every year, the
members will send a declaration stating the name of the
programmes attended, program learning centre, place,
date, duration and number of Program Credit Hours
secured during the calendar year to the Directorate of

Training and Membership of the ICSI.

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

Northern/Eastern/Western/Southern India Regional Council

Certificate for Program Credit Hours

Name of the Program Learning Centre: ...........................................

This is to certify that Ms./Mr. ..................................................................................

attended ............................................. (Name of the Programme) held
on ............................ at ................................. for .................................

days/hours ................................. as a
participant/faculty/speaker/ course coordinator/chairman in a
technical session.

According to the Institute’s Guidelines for Compulsory Attendance of

Professional Development Programmes by Members, she/he is
hereby awarded ................................................................. Program Credit Hours.

Competent Authority

Date

Place

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Certificate for Program Credit Hours

This is to certify that Ms./Mr. ..............................................................................

has contributed an article in Chartered Secretary/Convention

Souvenir, which was published in the Month of ................................. .

According to the Institute’s Guidelines for Compulsory Attendance of

Professional Development Programmes by Members, she/he is
hereby awarded ................................. Program Credit Hours.

Competent Authority

Date

Place

Certificate for Program Credit Hours

This is to certify that Ms./Mr. ……………………………………..........................

has contributed an article in ................................................ a

Newspaper/worked on research project/prepared or vetted
backgrounder or technical material/participated in interactive media
programs ......................................... .

According to the Institute’s Guidelines for Compulsory Attendance
of Professional Development Programmes by Members and as
per the decision of the Professional Development Committee at its
meeting held on ........................ she/he is hereby awarded

.................................... Program Credit Hours.

Date

Place

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APPENDIX XV

Services that can be Rendered as per The Resolution Passed by the

Council under Clause (F) of Sub-Section 2 of Section 2 of The

Company Secretaries Act, 1980

The Council in its 232nd (Adjourned) meeting held on 29th December,

2015 at New Delhi while considering the recommendations of the

Practicing Company Secretaries Committee passed the following
resolution:

“RESOLVED THAT in supersession of the earlier resolution of the

Council passed at its meeting held on March 24-25, 2006 pursuant to
the powers granted under clause (f) of subsection (2) of section 2 of the

Company Secretaries Act, 1980, the Council of the Institute hereby
specifies the following categories of Management, Advisory and Other

Services, which may be rendered by a Company Secretary in Practice.

Any of such services may be rendered by practising members to
corporations, bodies corporate, societies, trusts, associations,
enterprises, undertakings, clubs, non-trading corporations, industrial
co-operatives, co-operative societies, non-government organizations,
local self government bodies, estates, firms, small, medium and large
industrial undertakings, entrepreneurs, investors, and other persons in
carrying out their activities and operations :

· Providing all services in MCA-21 Systems including those
relating to Front Office, Facilitation Centre, Filing Centre, Local

Registration Authority of Digital Signature Certificate

Providers.

· Conceptualisation, identification, crystallization of business
enterprise, industrial-project or business activity.

· Carrying out feasibility studies, preparation of project reports,
proposals for business operations including setting up a new
unit or enterprise, as well as expansion, or diversification and
also representations, follow-up with financial institutions,

Government and other authorities for procurement of the
requisite approval, clearance or permission in respect of such
proposals.

· Guidance and support in relation to collaborations, joint
ventures, business agreements, arrangements, restructuring,
contracts, tie-ups in India and abroad.

· Business planning, policy and management in all fields
including manpower, recruitment, employment, industrial

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relations, human resource development, management
information systems, marketing, publicity and public relations.

· Planning, supervision and carrying out of internal audit,
systems audit, labour audit, management audit, operational
audit, quality audit, social audit, environment audit and energy
audit.

· Risk management of properties, profits, resources, knowhow
and operations.

· Management, planning, representation and protection of trade
marks, patents and intellectual property service.

· Procurement and management of materials and inventories.

· Assessment, procurement and management of financial
requirements and resources including project finance, working
capital finance, forex management, loan syndication, portfolio
management.

· Evaluation and management of deployment of funds in
investments, assets and securities, loans, collaborations, tie-
ups, joint - ventures.

· Formulating and implementing all activities relating to capital
structure including creation, issue, offer, allotment, placement,
procurement, listing of shares, debentures, bonds, deposits,
coupons, ADR, GDR, IDR and all types of financial instruments.

· Recovery-consultant in banking and financial sector.

· Insurance advisor and other related activities including sale
and distribution of insurance products.

· Acting as an arbitrator, mediator or conciliator for settlement
of disputes or being on the panel of arbitrators or representing
in arbitration, mediation or conciliation matters.

· Acting as advisor to investors, depositors, mutual fund unit
holders and stakeholders.

· Acting as advisor in relation to intermediary in securities and
commodities markets.

· Due diligence and legal services.

· Corporate governance services.

· Competition law and practice.

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· Business process outsourcing, knowledge process outsourcing
and legal outsourcing.

· Valuer, surveyor and loss assessor.

· Investigator, private liquidator, insolvency practitioner;
operating agency.

· Sale purchase of real estate, real estate advisor and other
related activities.

· Mutual funds advisor and other related activities including sale
and distribution of mutual funds.

· Undertaking aggregative services.

· Providing travel consultancy and other related activities.

· Engaging in agricultural and other related activities”

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APPENDIX XVI

Resolution Passed by The Council Under Regulation 168 of The

Company Secretaries Regulations, 1982

The Council of the Institute at its 156th Meeting held on March 19-20,

2005, in exercise of its powers under regulation 168 of the Company

Secretaries Regulations, 1982 has accorded general permission to its
members in practice to become non-executive director/promoter/
promoter director/subscriber to the Memorandum and Articles of

Association of a company the objects of which include areas, which fall
within the scope of the profession of Company Secretaries irrespective
of whether or not the practising member holds substantial interest in
that company.

It must be clarified that under section 26 of the Company Secretaries

Act, 1980 no company can practise as Company Secretary.

The Council has further allowed members in practice to become non-
executive director/promoter/promoter director/subscriber to the

Memorandum and Articles of Association of a company which is
engaged in any other business or occupation provided that the
practising member does not hold substantial interest in the company.

The Council in its resolution adopted at the said meeting defined the
term non-executive director as to mean an ordinary director who is
required to attend the meetings of the Board or its committees only, not
paid any remuneration except the sitting fees for attending the

Board/Committee meetings and any remuneration to which he is
entitled as ordinary director, and devoting his time for the company
only to attend meetings of the Board or Committees thereof and not for
any other purpose.

Practising Company Secretaries can now take up teaching assignment
with any organization apart from the coaching organization of the

Institute. Further the condition has been relaxed for teaching hours
from average three hours to four hours in a day. General permission has
been given to Practising Company Secretaries to act as Recovery

Consultants in the Banking Sector. With the specific permission of the

Council a member in practice can have interest in agricultural and allied
activities carried on with the help, if required, of hired labour and
editorship of journals other than professional journals.

Text of the Resolution Passed by the Council under Regulation 168 of
the Company Secretaries Regulations, 1982

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“Resolved that in supercession of all earlier resolutions passed by the

Council under Regulation 168 of the Company Secretaries Regulations,

1982 allowing members in practice to engage in any other business or
occupation, the Council hereby permits the members in practice to
engage in the following other business or occupation under Regulation

168 of the Company Secretaries Regulations, 1982:

Permission granted generally

(i) Private tutorship.

(ii) Authorship of books and articles.

(iii) Holding of Life Insurance Agency Licence for the limited
purpose of getting renewal commission.

(iv) Holding of public elective offices such as M.P., M.L.A., M.L.C.

(v) Honorary office-bearership of charitable, educational or other
non-commercial organisations.

(vi) Acting as Justice of Peace, Special Executive Magistrate and the
like.

(vii) Teaching assignment under the Coaching Organisation of the

Institute or any other organisation, so long as the hours during
which a member in practice is so engaged in teaching do not
exceed average four hours in a day irrespective of the manner
in which such assignment is described or the remuneration is
receivable (whether by way of fixed amount or on the basis of
any time scale of pay or in any other manner) by the member in
practice for such assignment.

(viii) Valuation of papers, acting as a paper-setter, head examiner or
a moderator, for any examination.

(ix) Editorship of professional journals.

(x) Acting as ISO lead auditor.

(xi) Providing Risk Management Services for non-life insurance
policies except marketing or procuring of policies.

(xii) Acting as Recovery Consultant in the Banking Sector.

(xiii) Becoming non-executive director/promoter/promoter director

/ subscriber to the Memorandum and Articles of Association of

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a company the objects of which include areas, which fall within
the scope of the profession of Company Secretaries irrespective
of whether or not the practising member holds substantial
interest in that company.

(xiv) Becoming
non-executive
director/promoter/promoter
director/ subscriber to the Memorandum and Articles of

Association of a company which is engaged in any other
business or occupation provided that the practising member
does not hold substantial interest in the company.

Permission to be granted specifically

Members of the Institute in practice may engage in the following
categories of business or occupation, after obtaining the specific and
prior approval of the Executive Committee of the Council in each case:

(i) Interest or association in family business concerns provided
that the member does not hold substantial interest in such
concerns.

(ii) Interest in agricultural and allied activities carried on with the
help, if required, of hired labour.

(iii) Editorship of journals other than professional journals.

For the purpose of the above resolution:

(i) A non-executive director means an ordinary director who
fulfils the following conditions:

(a) he is required to attend the meetings of the Board or its
committees only.

(b) he is not paid any remuneration except the sitting fees for
attending the Board / Committee meetings and any
remuneration to which he is entitled as ordinary director.

(c) he is devoting his time for the company only to attend
meetings of the Board or Committees thereof and not for
any other purpose.

(ii) a member shall be deemed to have a “substantial interest” in a
concern :

(a) in a case where the concern is a company, if its shares (not
being shares entitled to a fixed rate of dividend whether

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with or without a further right to participate in profits)

carrying not less than twenty-five per cent of voting power
at any time during the previous year, are owned
beneficially by such member.

(b) in the case of any other concern, if such member is entitled
at any time during the previous year, to not less than 25%
of the profits of such concern.

Further Resolved that in cases of permission to be granted
specifically the Council will, however, be always entitled to refuse
permission in individual cases.”

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APPENDIX XVII

Dress Code for Company Secretaries

Dress Code for a CS appearing before Judicial/Quasi - Judicial
bodies and Tribunals like NCLT - NCLAT, etc.

The Council has approved the following Guidelines for Professional

Dress Code for Company Secretaries to appear before judicial / quasi-
judicial bodies and tribunals like NCLT- NCLAT, SAT, etc.:

S. No.

Guidelines

1

For Male Members:

a. Navy Blue Suit (Coat & Trouser), with CS logo,

Insignia OR Navy Blue Blazer over a sober colored

Trouser
b. Neck Tie (ICSI)

c. White full sleeve Shirt
d. Formal Black Leather Shoes (Shined)

2.

For Female Members:

a. Navy Blue corporate suit [Coat & Trouser), could
be with a neck tie/ Insignia

OR
b. Saree / any other dress of sober colour with Navy

Blue Blazer with CS logo
c. A sober footwear like Shoes/Bellies/Wedges, etc.

(shined)

3.

Members in Employment - As prescribed in 1 or 2 above

Members are advised to strictly adhere to the Dress Code prescribed by
the Council.

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APPENDIX XVIII

Guidelines for Availability of Firm Names

The Guidelines of the Council for name of a Proprietorship
concern/ Firm / Trade under Regulation 169 of the Company

Secretaries Regulations, 1982.

1. A trade or firm or concern name shall be restricted to the name(s)

of the proprietor/partners or a name which is already in use

2. A trade/firm name may include the name(s) of the member(s) as
it/they appear in the Register of Members in the following manner:

(i) For Sole proprietorship concern:

(a) Name comprising first name and/or middle name and/or
surname of the member, in any order, with or without
commonly used suffix or prefix

(b) Initials of the first name and/or middle name and/or
surname, in whichever order

(c) Combination of (a) and (b) above, in any order

(d) Parts of or prevalent abbreviations of or acronyms of
commonly used names alongwith any combination
referred to in (c) above

(ii) For Partnership firm:

(a) Full surnames of two or more partners

(b)

Full first names of two or more partners

(c) Combination of first names and / or middle names
and/or surnames of two or more partners with or
without commonly used suffix or prefix

(d) Combination of initials of first names and/or middle
names and/or surnames of the two or more partners

(e) Combination of (c) and (d) above, in any order

3. General

(i)

A trade or firm name shall not be approved if the same or
similar or nearly similar name is already used by a

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Company Secretary in practice or which resembles the
name of Company Secretary in practice or firm of such

Company Secretaries and has been entered in the Register
of office of firms.

(ii) A trade/firm name shall not contravene the provisions of

The Names and Emblems (Prevention of Improper Use)

Act, 1950 or any modification/re-enactment thereof.

(iii) The trade or firm name may be suffixed by the suffixes “&

Co.”, “& Company” or “& Associates”. However, any suffixes
that may be considered undesirable by the Council shall
not be allowed.

(iv)

The word “and”/ “&”could be used in between the first
name/middle name/surname including initials thereof, of
the partners of the firm.

(v) A firm name may also be allowed without the use of the
suffixes “& Co.”, “& Company” or “& Associates” provided
full first names and/or full middle names and/or full
surnames of the partners are used. Also, in such cases, the
word “&”/”and” is compulsorily to be used either in
between the full first names and/or full middle names
and/or full surnames of the partners or before the last full
first name/full middle name/full surname of the partners.

(vi) The name of a sole proprietorship concern shall not be
allowed without the use of suffixes “& Co.” / “and

Company” / “& Associates”.

(vii) A trade/firm name, which has no relationship with the
name of member(s) as above, shall not be allowed.

(viii) Descriptive trade/firm names viz. Fire, Smash, Leader,

Champion, Mastermind, Super, Supreme etc.shall not be
allowed.

(ix) Trade/firm names denoting publicity shall not be allowed.

Any trade/firm name, regardless of reason or logic, using
the initials, acronyms or full forms of any profession
whether used individually and/or collectively and/or in
any order, shall not be allowed. The use, therefore, of CA,

CS, CMA, MBA, CACMA, CACS, CSCA, CSCMA, CMACS,

CMACA, Secretary, Accountant, Management, Chartered

Accountant, Cost Accountant, Chartered Secretary etc.,

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shall not be allowed. However, trade/firm names matching
with the group name/theme shall be allowed, if the same is
not in contradiction with any other criteria.

(x) The name, middle name and surname of the member shall
conform to the name, middle name and surname as they
appear in the register of members.

(xi) In case any change in the status of the firm from individual
firm to partnership firm or vice-versa, the firm name
already been in use by any of the partner or individual
could be approved provided there is no objection by any of
the partners or individual.

(xii) A trade/firm name which was in use by a proprietor or
partners shall not be allowed to any other member or
members for a period of three years of the closure of firm.

The name may be re-allotted to the same member or
members’ upto a period of three years of the closer of the
firm. In the event of removal of name of a practising
member, after the expiry of the period of three years, the
said trade/firm may be allowed to any member or
members who are eligible for allotment of such name
under the guidelines.

(xiii) After various permutations and combinations under
guidelines 2(i) and (ii) have been exhausted and the
member is not able to get approval of firm/trade name in
accordance with the same, he may be permitted to adopt or
coin a firm/trade name out of the names of his/her family
members provided that such name was not already
registered by some other members. The terms “family” for
this purpose means husband, wife, father, mother, son and
daughter. An affidavit or other evidence to the satisfaction
of the Secretary is to be produced in such cases.

(xiv) Any reconstitution of the firm with the same firm name
shall not have effect except with the prior approval of the

Council pursuant to Regulation 170.

(xv) Approval accorded by the ICSI for any trade/firm name
shall not tantamount to any protection by the ICSI in case
of any dispute arises affecting to Intellectual Property

Rights between any trade/firm with any other brand,
entity, business etc., outside the profession and in relation
to the name in dispute. The responsibility and liability in

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such cases shall solely be of the concerned trade/firm and
at its own risk and costs and not of the ICSI. The ICSI shall
not be any party to any kind of dispute that may arise in
this regard.

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APPENDIX XIX

The Institute of Company Secretaries of India Proforma for Know

Your Member

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Disclaimer by the Institute of Company Secretaries of India:

The Institute of Company Secretaries of India shall not be liable for any
damage(s) arising out of the use of this database. Any rights not
expressly granted herein are reserved. The Institute does not guarantee
any assignment or empanelment by submitting this information. Any
content judged to be offensive or inappropriate will be removed at the
discretion of the Institute.

Any information or data supplied to the Institute ICSI will be processed
to facilitate maintenance of database and the Institute may disseminate
the Information to others without bearing responsibility as to the
genuineness and usefulness of such information. The format and

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221

content of this database form may be changed at any time at the
discretion of Institute. If any provisions (or part thereof) within this
disclaimer shall be deemed unlawful void or for any other reason
unenforceable then that provision (or part) shall be severable from the
remainder of the disclaimer and shall not affect the enforceability of the
remaining provisions.

Declaration: I certify that data/information contained in this form is
true and correct to the best of my knowledge and belief. I understand
that by signing this form I agree to be bound by the terms and
conditions as have been or may be laid down by the Institute of

Company Secretaries in regard to preparation and maintenance of
database of Company Secretaries in practice.

Date :

Signature………….……………………….

Place

Name……………. ………………………….

CP No. ……. .……………………………….

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APPENDIX XX

Guidelines for Requirement of Maintenance of A Register of

Attestation/Certification1 Services Rendered By Practising

Company Secretary/Firm of Practising Company Secretaries2

In exercise of the powers conferred by Clause (1) of Part II of the

Second Schedule to the Company Secretaries Act, 1980 (56 of 1980), as
amended by the Company Secretaries (Amendment) Act, 2006, the

Council of the Institute of Company Secretaries of India hereby issues
the following guidelines :-

1. For the purpose of maintaining quality of attestation

[/certification]1 services provided by Company Secretaries in

Practice, every Practicing Company Secretary (PCS)/Firm of PCS
shall maintain a register regarding attestation [/certification]1
services provided by him/her/it, which shall be open for inspection
by such person as may be authorised.

2. The Format of the register to be maintained by a Practising

Company Secretary/Firm of Practising Company Secretaries
regarding attestation [/certification]1 services is as under:

Sl.

Name and

Services

Date of

Signa-

Signa-

No. Registration No. of
rendered
signing of
ture of
ture of
the company to

Certificate
authorised
the PCS
th e
which attestation

/ Return/
for
person

[/Certification]1

Audit
verification

for
services* provided

Report
verifica-
tion

1

2

3

4

5

6

* The various attestation [/certification]1 services mean :

* THE INSTITUTE OF COMPANY SECRETARIES OF INDIA,

(Constituted under the Company Secretaries Act, 1980) ICSI

Guideline No.2 of November, 2007 [Pursuant to Clause (1) of Part II
of the Second Schedule to the Company Secretaries Act, 1980 as
amended] New Delhi, the 27th November, 2007

1. Inserted by the Council in its 178th Meeting held on 29th

December, 2007.

2. Published in the January 2008 issue of Chartered Secretary at pg.

139.

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(i) Signing of Annual Return pursuant to proviso to sub-section (1)

of section 161 of the Companies Act, 1956.

(ii) Issue of Compliance Certificate pursuant to proviso to sub-
section (1) of section 383A of the Companies Act, 1956.

(iii) Issue of certificate of Securities Transfers in Compliance with
the Listing Agreement with Stock Exchanges.

(iv) Certificate of reconciliation of capital, updation of Register of

Members, etc. as per the Securities & Exchange Board of India’s

Circular D&CC/FITTC/Cir-16/2002 dated December 31, 2002.

(v) Conduct of Internal Audit of Operations of the Depository

Participants.

(vi) [Certification under Clause 49 of the Listing Agreement]1.

3. These Guidelines are effective from 1st January, 2008.

By order of the Council

N K JAIN, SECRETARY & CEO

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APPENDIX XXI

Gist of Disciplinary Proceedings against

Practising Members

(I) Clause (6) of Part I of the First Schedule

A member was charged with contravention of clause (6) of Part I of
the First Schedule to the Company Secretaries Act, 1980, vide complaint
dated 18.4.1989, for sending circular letters indirectly soliciting
professional assignment from certain companies. The respondent in his
written statement submitted that neither he nor his partner were in
whole-time practice entitled to sign annual returns and that the letter
under reference was issued by him with the only intention of informing
the listed companies of a newly introduced provision of Companies

(Amendment) Act, 1988, with regard to certification of annual return.

There was no intention to solicit professional work either directly or
indirectly, he stated.

The Disciplinary Committee pointed out that although the
respondent was not qualified to sign the annual returns and he had
submitted that he had no intention to solicit business but only to
educate the various companies about the new provision of law, the
issuing of circulars to companies listed at the Stock Exchange with
whom the respondent had no business relationship, can be calculated to
indirectly secure publicity and solicit clients as the recipients of the
circular may be lured to contact the respondent for the assignment or
further details. Such a circular is not proper and attracts clause (6) of

Part I of the First Schedule to the Company Secretaries Act, 1980.

It is, however, not denied that the concept of Company Secretaries
in practice is in nascent stage and members at large may not have been
fully aware of the implications of soliciting business, after the
provisions relating to certification of annual returns came into force.

In issuing the circular to persons who were not in professional
relationship with the respondent, the respondent violated, may be
unwittingly, clause (6) of Part I of the First Schedule to the Company

Secretaries Act, 1980. He was therefore, guilty of professional
misconduct in terms of the said clause.

However, as the respondent has admitted that he had absolutely no
intention to advertise himself or solicit business from any quarter and
that it had been out of sheer over enthusiasm and in view of the fact

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that he has tendered unqualified regrets and that he is not qualified to
undertake the certification work being not in whole-time practice, the

Committee recommended that the Council may take a lenient view of
the case.

The Council concurred with the findings of the Disciplinary

Committee and held the respondent guilty of professional misconduct
and passed an order of ‘Reprimand’ against him in accordance with sub-
section (4) of section 21 of Company Secretaries Act, 1980.

(II) Clause (8) of Part I of the First Schedule

A complaint was filed against a member for violation of clause (8)

of Part I of the First Schedule to the Company Secretaries Act, 1980, on
the grounds of:

(a) signing of the Annual Return of a listed company for the
financial year ended on 31.3.1989, without first communicating
in writing with the complainant who had certified the annual
return of the said company earlier; and

(b) accepting the position as company secretary in practice in the
aforesaid company which was previously held by the

Complainant, in such conditions which clearly amounted to
under cutting as the respondent raised a bill of Rs. 1,000 only
for the certification of annual return for which in the ordinary
course, the bill should not have been less than Rs. 5,000.

The respondent (complainee) in his written statement stated with
regard to allegation (a) that he had not snatched any assignment made
in favour of the complainant but admitted that the said mistake of non-
communication occurred through oversight and not intentionally.

Regarding allegation (b) he stated that the object of undercutting
was to compete and get professional work but he only relied upon the
information given by the Company and the fee was accordingly charged.

The Disciplinary Committee after enquiry found that the
respondent was guilty of professional misconduct under clause (8) of

Part I of the First Schedule of the Company Secretaries Act, 1980, in
having accepted and commenced the certification of 1989 annual return
for the said company without first communicating with the complainant
in writing. The Disciplinary Committee observed that a perusal of clause

(8) of Part I of the First Schedule clearly established that it was a
mandatory provision and not recommendatory as evident from the
word ‘shall’ used therein. The Guidance Note on Signing of Annual

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Return did not say that the communication with the earlier incumbent
in case of signing of annual return was recommendatory but it only
stated that it was recommendatory to make the communication by way
of registered post. So far as the communication was concerned that
mandatory requirement existed and the respondent admittedly did not
communicate by any available means as required by the Act [ J.S. Bhati v.

Council of ICAI (S.B. Civil Misc. Appeal No. 136 of 1973) - referred to].

As regards the allegation regarding undercutting of fee the

Committee pointed out that the fee charged for any work is dependent
inter alia upon the work load, time involved, standing, seniority and
reputation of the person concerned. A lower fee charged by a new
incumbent may not ipso facto amount to undercutting. For want of
evidence the Committee came to the conclusion that the charge could
not be substantiated and that the respondent was not guilty of
undercutting.

The Council concurred with the findings of the Disciplinary

Committee and held the respondent guilty of professional misconduct
in not ensuring advance communication and passed an order of

‘Reprimand' against him in accordance with sub-section (4) of section

21 of the Company Secretaries Act, 1980.

(III) Clause (8) of Part I of the First Schedule

In yet another case a similar complaint was made against a member
for signing of the annual return of a listed company for the financial
year ended on 31.3.1989, without first communicating in writing with
the petitioner who had certified the annual return of the company while
for 1989 the respondent had signed return of the said company earlier.

The respondent in his written statement admitted that for the year

1988, the complainant had signed the annual return of the said
company. He stated that he had duly intimated to the complainant at his
official address by a letter under certificate of posting dated 20.9.1989
and had waited for more than a month and then certified the annual
return on 29.11.1989. He also forwarded with his written statement a
photocopy of the intimation letter and certificate of posting.

The Disciplinary Committee found that the facts of the case were
similar to those of J.S. Bhati v. Council of ICAI. (S.B. Civil Misc. Appeal No.

136 of 1973) where the Rajasthan High Court while interpreting a
similar provision relating to Chartered Accountants Act pointed out that
the expression “communicate with him in writing”, could not be
interpreted to mean that the provision simply casts a duty in the
incoming auditor to accept his new assignment. He has to do something

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more to discharge his obligation. The expression ‘communicate with
him’ requires more than mere intimating his intention by despatching a
letter under certificate of posting. The Disciplinary Committee pointed
out that mere posting of a letter should not be sufficient compliance but
acknowledgement by the addressee of the same was also essential. On
the basis of materials available it could not be proved that the
complainant received that letter of intention. Hence, it was held that the
respondent was guilty of violating clause (8).

The Council concurred with the finding of the Disciplinary

Committee and held the respondent guilty of professional misconduct
and passed the order of ‘Reprimand’ against him in accordance with
sub-section (4) of section 21 of Company Secretaries Act, 1980.

(IV) Clause (10) of Part I and Clause (3) of Part III of the First

Schedule

In another case a complaint was made against a member for
violation of clause (10) of Part I and clause (3) of Part III of the First

Schedule to the Company Secretaries Act, 1980, on the grounds of:

(a) holding the Certificate of Practice of both the Institutes i.e. the

Institute of Company Secretaries of India and the Institute of

Chartered Accountants of India which has not been permitted
by the Council of the former and practising both the
professions on whole-time basis; and

(b) the information that he was holding the Certificate of Practice
of the Institute of Chartered Accountants of India was not
disclosed by him to the Council of ICSI which was required to
be given at the time of renewal of Certificate of Practice.

The respondent in his written statement had admitted his mistake
of holding certificates of practice of both the Institutes simultaneously
but he stated that his intention was not mala fide and that he had not
enjoyed any extra benefit of such dual holding of certificate of practice.

Regarding allegation (b), it was stated that he had informed the ICSI in
reply to its letter dated 18.11.1989 that he had already surrendered
certificate of practice of ICAI but so far he had not received any
communication from ICAI about the cancellation of his certificate of
practice.

The Disciplinary Committee after enquiry found that the
information regarding holding of certificate of practice of ICAI was
given by the respondent to the ICSI only when the ICSI vide its letter
dated 25.9.1989, specially asked the respondent to confirm whether he
was holding certificate of practice from the ICAI/ICWAI.

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When the respondent had given a declaration that he had
surrendered the certificate of practice from ICAI, it was obligatory on
him to make sure that his certificate of practice of ICAI had been
cancelled in their records. But the respondent did not care to confirm
from ICAI whether his certificate of practice had been cancelled in their
records as requested by him made to it on 1.9.1989. Therefore, on the
basis of material made available on record, it was clear that the
respondent had violated the provisions of clause (3) of Part III of the

First Schedule to the Company Secretaries Act, 1980.

So far as allegation at (b) is concerned the contention of the
respondent that he never used the certificate of practice of ICSI cannot
be accepted as it was used by him for admission as Fellow Member of

ICSI.

The Council concurred with the above finding of the Disciplinary

Committee and held the respondent guilty of professional misconduct
and passed an order to the effect that ‘the name of the respondent be
removed from the Register for a period of one year’ as provided in sub-
clause (b) of sub-section (4) of section 21 of the Act.

(V) Clause (10) of Part I and Clause (3) of Part III of the First

Schedule

In another case a complaint was made for violation of clause (10) of

Part I of the First Schedule and clause (3) of Part III of the First Schedule
to the Company Secretaries Act, 1980, on the grounds of:

(a) holding the Certificate of Practice of both the Institutes i.e.

Institute of Chartered Accountants of India and Institute of

Company Secretaries of India without the permission of the

Council of the latter and also practising both the professions on
whole-time basis simultaneously;

(b) signing of annual return in excess of the limit fixed by the

Institute, during the year 1989-90;

(c) holding of post of Company Secretary under section 383A of
the Companies Act, 1956; and

(d) filing of Form 32 in respect of his appointment under section

383A of Companies Act, 1956.

The respondent in his written statement stated with regard to
allegation (a) that he was holding only a part-time certificate of practice
from the Institute of Chartered Accountants of India which was later

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surrendered in October 1990. Regarding allegation (b) he submitted
that he did not sign annual return of any company during the year due
to his continuous ill-health. Regarding allegations (c) and (d), the
respondent denied that he held any post of company secretary under
section 383A of the Companies Act, 1956, or filed any Form No. 32 with
any Registrar of Companies in India showing his appointment as such.

The Disciplinary Committee after enquiry found that admittedly,
the respondent’s case was that he was holding the Certificate of Practice
of Institute of Chartered Accountants of India from 1987 but in his
application dated 11.5.1988, for issue of certificate of practice made to
the Institute of Company Secretaries of India, he did not disclose that he
was holding part-time certificate of practice of ICAI. In his application
for issue of certificate of practice, he had given a declaration that he was
engaged in the profession of company secretaries and not in any other
profession, business or occupation. Further, on 21.6.1988, he gave an
undertaking/declaration to the Institute that as long as he was holding
certificate of practice of the ICSI, he would not hold the certificate of
practice from any other professional body or institution. In his
statement given before the Disciplinary Committee the respondent had
categorically admitted that he had a certificate of practice of ICAI since

February 1987, and he also held Certificate of Practice on whole-time
basis till May 1988. With regard to his declaration dated 11.5.1988, he
stated that while giving the said declaration he meant that he was not in
whole-time practice as Chartered Accountant but was in part-time
practice as Chartered Accountant on the date of declaration but in the
first part of his Statement he clearly admitted that he was practising as
a Chartered Accountant on whole-time basis till May 1988. Therefore,
the Committee found that the respondent was guilty of violation of the
provisions contained in Clause (10) of Part I of the First Schedule and

Clause (3) of Part III of the First Schedule to the Company Secretaries

Act, 1980. As allegations (ii) to (iv) were not referred to the Committee
by the Council, it did not look into them.

The Council concurred with the above finding of the Disciplinary

Committee and held the respondent guilty of professional misconduct
and passed an order that ‘the name of the respondent be removed from
the Register for a period of one year’ as provided in sub-clause (b) of
sub-section (4) of section 21 of the Act.

(VI) Clauses (6) and (7) of Part I of the First Schedule

In another case a complaint was filed against a member for
violation of clauses (6) and (7) of Part I of the First Schedule to the

Company Secretaries Act, 1980, on the grounds of:

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(a) printing and circulating visiting cards in a manner which is
prohibited by the Code of Conduct; and

(b) misusing the Institutes letterhead, brochures, circulars etc.

mentioning his name with designation, description and the
practising field other than as prescribed and thus misleading
the reader by not mentioning his whole-time employment.

The complainee (respondent) in his written statement denied all
the allegations and stated the same were untrue. Regarding visiting
cards the respondent had stated that the cards in question were not
printed by him or used by him and the souvenir and the brochures were
published by Regional Council Office and not by him and he also stated
that there was nothing to indicate personal canvassing and misleading
of the readers by him in the souvenir, brochure or visiting cards, as
alleged.

The Disciplinary Committee after enquiry found that the
respondent was guilty of professional misconduct under clause 7 of

Part I of the First Schedule to the Company Secretaries Act, 1980, and
observed that the respondents plea that he had not printed or
circulated or used the visiting cards cannot be accepted on the basis of
the facts and circumstances of the case. Since the respondent had held a
certain office in the Regional Council at the relevant point of time, his
plea that what was printed in the souvenir, brochures and other
materials was done by the Regional Council Office without his
knowledge and consent cannot be accepted, particularly as he said that
he had nothing more to add, when the Committee had asked him what
steps he took to prevent circulation of such material.

The Council concurred with the finding of the Disciplinary

Committee and held the respondent guilty of professional misconduct
and passed an order of ‘Reprimand’ against him in accordance with sub-
section (4) of section 21 of Company Secretaries Act, 1980.

(VII) Clauses (6), (7) and (8) of Part I of the First Schedule

In yet another case a complaint was filed for violation of clauses (6),

(7) and (8) of Part I of the First Schedule to the Company Secretaries

Act, 1980, on the grounds of:

(a) accepting a certification work from a company without first
communicating with the earlier incumbent;

(b) misrepresenting by issuing his association with the
complainant;

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(c) circulating visiting cards against the Code of Conduct; and

(d) addressing a letter to a company indirectly soliciting
professional assignment.

The respondent in his written statement stated with regard to
allegation (a) that he had not snatched any assignment made in favour
of the complainant but admitted that there was delay in communicating
the acceptance of assignment from the named company for certification
of annual return for 1989 and the delay was not intentional but was due
to inadvertence. Regarding allegation (b), it was submitted that at no
time he had any association the complainant and hence had not
misrepresented. Regarding allegation (c) about visiting cards, he
submitted that the visiting cards under question were printed in a very
small quantity and the same were used by him only for limited purpose,
in connection with the business of a company in whose service he was
and that too only for a short period. Regarding allegation (d), he had
denied having solicited any professional assignments through any
unfair means.

The Disciplinary Committee held as under:

(a) the respondent is guilty of violation of the provisions contained in

Clause (8) of Part I of the First Schedule to the Company

Secretaries Act, 1980, on his own admission that he had not
communicated with the complainant prior to accepting the 1989

Annual Return Certification work for the company but the
respondent is absolved of the charge of snatching assignment
from the complainant as the complainant had not been assigned
the Certification of Annual Return of the company for the year

1989.

(b) In the absence of deposition of witnesses or written evidence in
this regard, the complaint regarding misrepresentation against
the respondent was not held proved.

(c) On the admission of the respondent it was clear that the
visiting cards were circulated in violation of rules of the Code of

Conduct laid by the Institute albeit for a short duration.

However, the fact that the respondent had taken corrective
steps in this regard, may be kept in mind while taking further
action.

(d) In the absence of deposition of witnesses or furnishing of
suitable evidence, the letter on record dated 8.12.1989, from
the respondent to the company secretary of a company speaks

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for itself that the respondent in having issued this letter has
violated the provisions of Clause (6) and/or (7) of Part I of the

First Schedule to the Act.

Accordingly, the Committee concluded that the respondent was
guilty of professional misconduct under Clauses (6), (7) and (8) of Part I
of the First Schedule to the Company Secretaries Act, 1980 - (a) in
having accepted and commenced the 1989 Annual Return Certification
work without first communicating with the complainant; (b) circulating
visiting cards against the Code of Conduct though for a short duration
only, (c) in addressing a letter dated 8.12.1989 to the company
secretary of a company indirectly soliciting professional assignment
and (d) in addressing a letter to the company, in violation of the
relevant provisions contained in the First Schedule to the Company

Secretaries Act, 1980.

The Council concurred with the above findings of the Disciplinary

Committee and held the respondent guilty of professional misconduct
and passed an order of ‘Reprimand’ to the respondent in accordance
with sub-section (4) of section 21 of the Company Secretaries Act, 1980.

(VIII) Clauses (6) and (7) of Part I of the First Schedule

A complaint was filed against a member alleging mis-conduct as
envisaged under Clauses (6) and (7) of Part I of the First Schedule to the

Company Secretaries Act, 1980. The allegations were that the Member:

(a) had personally met officers of the ABC Limited on various
occasions for soliciting business;

(b) had used the influence of a Management Consultant to solicit
business;

(c) had written a nasty letter to the Senior President of ABC

Limited which was against the Code of Conduct;

(d) had described himself in visiting cards and letterheads as

Advocate, High Court which was also against the Code of

Conduct;

(e) had sent undated circulars to companies to solicit professional
work by unfair means.

In his written statement the respondent denied the allegations. His
contention was that the complaint was based on documents produced
in another complaint where the respondent was himself the

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complainant and that till such time the other complaint was disposed of,
the documents could not be used in the present complaint. He denied
meeting the senior executives of the ABC Limited since he was never
appointed to carry out the work of certification of annual returns for the
year 1989. Allegations (b) and (c) were based on the evidence produced
by the Member himself in the earlier complaint filed by him. Accordance
to him, describing himself as Advocate in his Visiting Card while being a
practising Company Secretary did not amount to mis-conduct.

Regarding allegation (e), the respondent stated that there was no
circular as alleged but what was produced by the complainant as
evidence was only a copy of the acknowledgement receipt from the
company.

The Disciplinary Committee found that the respondent did resort to
unfair means in soliciting professional work and that the letter written
by respondent to ABC Limited were violative of professional standards
of behaviour. Inspite of the clarification from the Institute that no one,
using the designation ‘Company Secretary’, was to use any other
designation to describe himself, the respondent had used both the
designations ‘Company Secretary’ and ‘Advocate’, High Court and this
was clearly against the Code of Conduct. The Committee categorically
held that there was nothing wrong in relying upon evidence or
documents which may have formed the basis of any other complaint. In
matters of professional conduct it is necessary for the Institute to
uphold high values so that the image of the Institute is not impaired and
technical points ought not to influence the findings in such matters. The

Committee held the respondent guilty of professional misconduct under

Clauses (6) and (7) of Part I of the First Schedule to the Company

Secretaries Act, 1980.

The Council after considering all the documents and the
representations of the parties both written and oral confirmed the
findings of the Disciplinary Committee. Thereafter hearing was afforded
to the respondent member as envisaged under section 21(4) of the

Company Secretaries Act, 1980, and the Council passed an order
directing the removal of the name of the respondent member from the

Register for a period of one year.

The respondent member preferred an appeal in the Court under
section 30 of the Act. The Court, without expressing any opinion on
merits of the matter, accepted the respondent Members apology
tendered in the Court, and in view of the apology and considering all
factors, the Court set aside the order passed by the Council. Thereafter,
the respondent members name was reinstated in the Register of

Members as Associate Member from the date of removal.

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(IX)

Clause (10) of Part I of the First Schedule

A complaint was filed against a member of the Institute (hereinafter
referred to as ‘Respondent’) for professional misconduct alleging the
following—

(a) that he has been employed as a company secretary on
remuneration while holding a certificate of practice of the

Institute;

(b) he had disclosed information confidential and other acquired
by him in the course of his professional engagement;

(c) he was grossly negligent in the performance of his professional
duties and failed to fulfil the requirements of the Companies

Act, 1956 and other Acts;

(d) he was carrying several other business other than full-time
employment while holding certificate of practice.

The Respondent in his written statement submitted with regard to
allegation (a) that his association with the company was an interim
measure and he was appointed to the post of Company Secretary on
certain remuneration even without discussion/obtaining any prior
consent from the Respondent. Regarding allegation at (b) the

Respondent submitted that the same is absolutely vague, false and
motivated. Regarding allegation at (c) he stated that he performed his
duties completely in accordance with the Articles of Association of the

Company and the applicable provisions of the Companies Act.

Regarding allegation (d) the Respondent stated that he has not indulged
in any business/occupation.

The Disciplinary Committee after enquiry found the Respondent
guilty of professional misconduct under clause (10) of Part I of the First

Schedule to the Company Secretaries Act, 1980, for engaging himself in
employment while having a certificate of practice from the Institute.

The explanation/justification of the Respondent that at the time he had
resigned from the services of the Company and in anticipation of his
being relieved from employment, he had applied for renewal of
certificate of practice for the year 1992-93. The Disciplinary Committee
observed that the said explanation/justification of the Respondent is
not acceptable and it is for the member having certificate of practice of
the Institute to ensure the prior approval of the Council before engaging
in any business, occupation, employment or other profession and found
the Respondent guilty of professional misconduct under clause (10) of

Part I of the First Schedule to the Act.

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As regards the other allegations, the Committee held that the same
have not been proved as were neither proved by the Complainant by
evidence nor the documents on record substantiate the said allegations.

The Council after considering the report of the Disciplinary

Committee, all the relevant documents, circumstances and
representation/s of both the parties, endorsed the findings of the

Disciplinary Committee that the Respondent was guilty of professional
misconduct under clause (10) of Part I of the First Schedule to the Act
and passed an order of ‘Reprimand’ against the Respondent.

(X)

Clause (1) of Part II of the Second Schedule

A suo moto enquiry was initiated by the Institute against the
member (hereinafter referred to as ‘Respondent’) on receipt of
information that he had certified the annual returns of one company
without having a certificate of practice issued by the Institute and the
same was signed by him fraudulently stating himself as a Company

Secretary. The act on the part of the member amounted to professional
misconduct under clause (1) of Part II of the Second Schedule to the

Company Secretaries Act, 1980.

The Respondent in his written statement stated that - (a) the

Institutes letter regarding cancellation of his certificate of practice could
not come to his notice due to misplacement by his family member. The
said annual returns had been signed by him under the belief that he had
been holding the certificate of practice during that period; (b) after
realising the mistake, he rectified the same by getting the said annual
returns re-certified by some other company secretary at his own
expenses. The Council after forming the prima facie opinion referred the
matter to the Disciplinary Committee for an enquiry. The Disciplinary

Committee after enquiry from the documents and information on
record observed that it was clear that the Respondent had certified the
annual returns without holding a certificate of practice from the

Institute. The Respondent had also admitted his said mistake. The
contention of the Respondent that he had signed the annual returns
under the belief that he had been holding the certificate of practice
during that time had not been substantiated by any document or other
evidence on record. The Respondents another contention that he had
not received the Institutes letter regarding cancellation of certificate of
practice at his request was not tenable as, it was obligatory on the

Respondent to be sure that his Certificate of Practice had been cancelled
in the records of the Institute and also the date of cancellation while
holding Certificate of Practice on whole-time basis from ICAI. The

Disciplinary Committee found the Respondent guilty of professional
misconduct under clause (1) Part II of the Second Schedule to the

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Company Secretaries Act, 1980 for contravention of section 6 of the

Company Secretaries Act, 1980.

The Council after considering the report of the Disciplinary

Committee and the representation of the Respondent found that the

Respondent was guilty of professional misconduct for signing the
annual returns of a company without holding a certificate of practice
under clause (1) of Part II of the Second Schedule to the Act though the
said act might have been committed by him bona fide and forwarded
the case to the High Court under sub-section (5) of section 21 of the Act,
alongwith its recommendations that in view of the respondent having
admitted his guilt and also apologised for the same he be reprimanded.

The Honble High Court of Rajasthan vide its order dated 10th

March, 1997 accepted the reference of the Institute wherein he was
recommended to be ‘Reprimanded’. Accordingly, the punishment of

‘Reprimand’ was recorded in the Register of Members against his name.

(XI)

Clause (6) of Part I of the First Schedule

A suo moto enquiry was initiated by the Institute on receipt of
information against the member (hereinafter referred to as

‘Respondent’) that he had solicited professional work of signing the

Annual Returns of a company through a letter, which amounted to
professional misconduct under clause (6) of Part I of the First Schedule
to the Company Secretaries Act, 1980. The Respondent in his written
statement admitted that he had been negligent in drafting and sending
few letters to the company and also requested for condonation of lapse
of any violation. However, the Respondent submitted that the letter
under reference was issued by him in connection with some assignment
entrusted to him by one bank for the preparation of search report,
verification of charges and detailed inventory audit, including the
company to which he had sent the letter under reference.

The Disciplinary Committee after enquiry observed that though the

Respondent tried to explain and justify his act of omission, yet there
was no substance in his explanation/justification and being a senior
member of the Institute his statement that the omission was committed
by him accidentally and without any intention on his part was not
acceptable. The Committee found that the Respondent was guilty of
professional misconduct under clause (6) of Part I of the First Schedule
to the Act for issuing a letter to the Managing Director of the company
for soliciting professional work.

The Council after considering the report of the Disciplinary

Committee, representation of the Respondent and all the relevant

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237

documents and circumstances endorsed the findings of the Disciplinary

Committee and held that the Respondent was guilty of professional
misconduct under clause (6) of Part I of the First Schedule to the Act
and after affording an opportunity of hearing to the Respondent passed
an order of ‘Reprimand’ against him.

(XII)

Clause (6) of Part I of the First Schedule

It was brought to the notice of the Institute that a Member had
issued a circular letter offering secretarial services and soliciting
professional work which amounted to professional misconduct under
clause (6) of Part I of the First Schedule to the Company Secretaries Act,

1980 (hereinafter referred to as the ‘Act’).

On receipt of the information, the Institute initiated suo moto
enquiry against the Member. The Member in his written statement
admitted to have issued a circular letter and stated that the same was
issued inadvertently due to absence of knowledge of such prohibition.

The Disciplinary Committee after enquiry found the member guilty
of professional misconduct under clause (6) of the Part I of the First

Schedule to the Act for issuing the circular letter for soliciting
professional work.

The Council considered the report of the Disciplinary Committee,
representation of the member and all other relevant documents
available on record and attendant facts and circumstances recorded its
findings that the respondent was guilty of professional misconduct
under clause (6) of Part I of the First Schedule to the Act and passed the
order of ‘Reprimand’ against him.

(XIII) Section 6 read with Section 24(b)

A criminal complaint was filed by the Institute against a member

(hereinafter referred to as the ‘Accused’) under section 29 read with
section 24(b) of the Company Secretaries Act, 1980 (hereinafter
referred to as the ‘Act’); on receipt of information that the accused
appeared, represented and argued before the Company Law Board on
behalf of a company in a company petition as a Company Secretary
without holding a certificate of practice as required under section 6 of
the Act.

The accused made an application pleading guilty before the court.

The court accepted the plea of the accused of being guilty and convicted
him for the offence under section 6 read with section 24(b) of the Act
and sentenced him to pay a fine of Rs. 1,000 (Rupees One Thousand

Only). The accused paid the find in the court.

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(XIV) Clause (8) of Part I of the First Schedule

A complaint was filed against a member for violation of clause (8)

of Part I of the First Schedule to the Company Secretaries Act, 1980 on
the ground that the respondent has accepted the assignment of
certification of Annual Returns of a Company for the year 1994-95
without first communicating his acceptance of his position to the
complainant in writing. The respondent in his written statement stated
that he had accepted the position with prior intimation to the
complainant through a letter at Complainants official address and also
stated that due date for filing the annual returns for the period ended
on 30.9.1995 was 30.11.1995 and there was no time left with him not to
sign them on or before 30.11.1995. Otherwise the company has to face
the default notice under the provisions of the Companies Act, 1956. The

Disciplinary Committee after enquiry found the member guilty of
professional misconduct under clause (8) of part I of the First Schedule
to the Company Secretaries Act, 1980 in having accepted the
certification of Annual Return of the company for the year 1994-95
without first communicating with the complainant in writing.

The Disciplinary Committee observed that mere posing of the letter
is not sufficient to comply with the requirements of clause (8) of Part I
of First Schedule to the Act, but acknowledgement by the addressee of
the same is also essential.

The Council considered the report of the disciplinary committee,
representation of the member and other relevant documents available
on record and attendant facts and circumstances recorded its findings
that the respondent was guilty of professional misconduct under clause

(8) of Part I of the First Schedule to the Act and passed the order of

‘Reprimand’ against him in accordance with sub-section (4) of Section

21 of the Act.

(XV) Professional or other misconduct under Section 21 read with

Section 22 of the Company Secretaries Act, 1980

A complaint was filed against a member for professional or other
misconduct under Section 21 read with Section 22 of the Company

Secretaries Act, 1980 on the ground that the respondent had
misappropriated the funds of the Institute, by placing on a printing
press an order for printing of brochures and souvenirs for the regional

Members’ conference and passing the bill of the printer at a rate which
was abnormally high and for a quantity more than the actual supply
inspite of strong objections from the concerned Regional Council
members.

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239

The Disciplinary Committee, after enquiring into the complaint held
that the respondent was guilty of professional or other misconduct
under Section 21(1) read with Section 22 of the Company Secretaries

Act, 1980, in committing an act of gross negligence in awarding the
printing contract and passing the bills for payment without following
the prescribed procedure and especially to as he was an office bearer of
a Regional Council of the Institute.

The Council concurred with the findings of the Disciplinary

Committee and after taking into consideration the facts on record, held
the respondent guilty of professional or other misconduct and passed
an order of removal of respondent’s name from register of members of
the Institute for one month in accordance with Sub-section (4) of

Section 21 of the Company Secretaries Act, 1980.

(XVI) Clause (1) of Part III of the First Schedule

In a suo moto inquiry case it was revealed that a company secretary
had been making declarations every year that he will practice only as a
company secretary on whole time basis and while in practice shall not
engage in any business or occupation including vocation and
employment) other than carrying a profession of company secretary
but it came to the notice that he had filed Annual Return, Annual Report

& Accounts of Company under his signature and also signed Notice of

AGM on behalf of the Company.

The member was employed as Company Secretary and
simultaneously holding the Certificate of Practice. Hence he had been
filing wrong declarations for renewal of Certificate of Practice knowing
them to be wrong.

The member was held guilty of professional misconduct under
clause (1) of Part III of First Schedule to the Company Secretaries Act
for filing wrong declaration for renewal of certificate of practice
knowing them to be wrong.

(XVII) Clause (1) of Part III of the First Schedule

In another case it came to the notice of the Institute that the

Company Secretary had signed the Compliance Certificates during a
calendar year in excess of the limit prescribed in ICSI Notification No.1
dated 27th February, 2003 wherein it was notified that a member of the

Institute in practice who is entitled to issue Compliance Certificates
pursuant to proviso to sub-section (1) of Section 383 A of the

Companies Act, 1956 shall be deemed to be guilty of professional
misconduct if he issues Compliance Certificates to more than 50
companies in a year.

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The member was held guilty of professional misconduct under
clause (1) of Part III of First Schedule to the Company Secretaries Act
for providing false information knowing the same to be false and Clause

(2) of Part II of the Second Schedule for signing the Compliance

Certificate in excess of the limit prescribed in Notification ICSI No. 1 of

27th February, 2003.

(XVIII) Clause (1) of Part II of the Second Schedule and Clause (1)

of Part III of the First Schedule

In a case the Company Secretary was staying abroad for more than
four years however he did not inform the change in address to the

Institute and permitted a non-qualified employee to sign the documents
on his behalf.

It was decided that the member had made a false statement of
having signed the certificates and was, therefore, guilty of offence
under Section 628 of the Companies Act, 1956 and also Clause (5), (6)

and (7) of Part-I of the Second Schedule to the Company Secretaries

Act, 1980. The member also did not apply for special permission as
required by regulation 168 of the C.S. Regulation, 1982 Hence he is
guilty under Clause (1) of Part II of the Second Schedule to The

Company Secretaries Act, 1980 and was also held guilty of
professional mis-conduct under Clause (1) of Part-III of the First

Schedule of the Company Secretaries Act, 1980.

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241

APPENDIX XXII

Resolution Under Regulation 168 of The Company Secretaries

Regulations, 1982 Allowing Members in Practice to Carry out Non-

Attestation Services through the New Business Structure of

Limited Liability Partnership

The Council at its 227th Meeting held at New Delhi on January 18,

2015 while approving the formation of LLPs by PCS granted general
permission to the members in practice to:

(a)

become designated / active partner of a limited liability
partnership (LLP) the objects of which include carrying out
attestation services which fall within the scope of the
profession of Company Secretaries irrespective of whether or
not the practising member holds substantial interest in that

LLP;

(b)

become passive partner of LLP which is engaged in any other
business or occupation provided that the practising member
does not hold substantial interest in that LLP.

For the purposes of the above resolution:

(i)

“Attestation Services” include Secretarial Audit and

Certification of Annual Return in terms of the provisions of the

Companies Act, 2013.

(ii)

Non-attestation Services” means services which are not
attestation services.

(iii) A “passive partner” means a partner of LLP who fulfils the
following conditions:

(a)

he must not be a designated partner;

(b)

subject to the LLP agreement, he may make agreed
contribution to the capital of LLP and receive share in
the profits of the LLP; and

(c)

he must not take part in the management of the LLP nor
act as an agent of the LLP or of any partner of the LLP;

However, none of the following activities shall constitute taking
part in the management of the LLP:

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(1)

Enforcing his rights under the LLP agreement (unless
those rights are carrying out management function).

(2)

Calling, requesting, attending or participating in a
meeting of the partners of the LLP.

(3)

Approving or disapproving an amendment to the
partnership agreement.

(4)

Reviewing and approving the accounts of the LLP;

(5)

Voting on, or otherwise signifying approval or
disapproval of any transaction or proposed transaction
of the LLP including –

(a)

the dissolution and winding up of the LLP;

(b)

the purchase, sale, exchange, lease, pledge,
mortgage, hypothecation, creation of a
security interest, or other dealing in any asset
by or of the LLP;

(c)

a change in the nature of the activities of the

LLP;

(d)

the admission or removal of a partner of the

LLP;

(e)

transactions in which one or more partners
have an actual or potential conflict of interest
with one or more partners or the LLP;

(f)

any amendment to the LLP agreement;

(iv)

a member shall be deemed to have a “substantial interest” in an

LLP if he is entitled at any time to not less than 25% of the
profits of such LLP.

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Appendix XXIII

FAQs on Professional Development

Q.1. What is PCH?

Ans. The term PCH refers to Programme Credit Hours. Credit Hours
represent attendance by a member at approved learning
programmes.

Q.2. How many PCH are to be obtained by a member?

Ans. The minimum number of credit hours to be obtained by each
member of the Institute upto March 31, 2017 would be as
under:

Member’s age

Below 60 years

Above 60 years but
below 65 years

Status

Employment Practice

Employment Practice

PCH in each year

10

15

5

8

PCH in block of 3 years

35

50

18

25

CoP / Employment Employment Practice Employment

Practice
taken during

1 April 2017 – 31

20

30

10

15

March 2018

1 April 2018 – 31

10

15

5

8

March 2019

1 April 2019 – 31

0

0

0

0

March 2020

Q.3. How do I get PCH?

Ans. A member of the Institute is granted PCH for attending
approved learning programmes or for carrying out
unstructured learning activities.

Q.4. What is approved learning program?

Ans. Approved Learning Program means any Professional

Development Program, Continuing Education Program,

Participative Certificate Program of the ICSI, Programmes
organised through electronic / distance mode or any other
program, Seminar or study circle meeting organised by the

Council, Regional Council, Chapter or Satellite Chapter of the

Institute, and programmes organised jointly with professional
bodies or Chambers of Commerce.

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Q.5. What is the manner of calculation of Programme Credit

Hours?

Ans. No Program Credit Hours will be awarded for any learning
program whose duration is less than 1 hour.

The basis of calculation of Program Credit Hours will be as
under:

No. of hours of Learning Program attended Program Credit
by the member

Hours (PCH)

Beyond 1 hour and upto 2 hours

1

Beyond 2 hours and upto 4 hours in a single 2
day

Beyond 4 hours in a single day

4

Program spanning 1 ½ days

6

Program spanning 2 days

8

Program spanning 2 ½ days and 10
above/National Convention

Q.6. How many Programme Credit Hours be granted for
unstructured learning activities?

Ans. The members shall be granted Programme Credit Hours (PCH)

under these Guidelines for undertaking any of the following
unstructured learning activities subject to a maximum of ten

PCH in each year of the block:

Sl.

Learning Activity

PCH
no.

1

Web based learning including elearning, 4
subject to the production of Certificate, per
year.

2

Publication of article in a journal of repute 4
other than the Chartered Secretary Journal.

3

Publication of book(s).

8

4

Revision of Published Book

4

5

Acting as Guide / Supervisor for M.Phil. / 6

LL.M. / Ph.D.

6

Suggestions on Questionnaires / Consultative 2

Papers / Exposure Draft, etc. sought by the

Institute.

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245

7

Reviewing of Articles / Guideline Answers / 4

Study Material and other publications of the

Institute.

8

Publication of Research findings / Studies on 4
the areas relevant to Corporate Sector,

Capital Markets and Professional interest.

9

Publication of articles of professional interest 4
in national dailies.

10

Visit to foreign countries as part of 4
government delegation.

11

Acting as visiting faculty or guest faculty at 4
the various Universities / Management

Institutions / Institutions of National
importance.

Q.7. Where do I find the details of programmes being organised
by the ICSI for its members?

Ans. The details of programmes organised by the ICSI are available
on the ICSI website, CS Updates and the Chartered Secretary

Journal. For programmes organised by the Regional Councils
and Chapters of the Institute, members may contact the
respective Regional Council / Chapter offices or refer to their
newsletters.

Q.8. What is the current block?

Ans. The current block of three years is from April 01, 2017 to

March 31, 2020.

Q.9. What are the consequences if I do not obtain the
mandatory Programme Credit Hours within the stipulated
time?

Ans. A member who fails to obtain the mandatory Programme

Credit Hours during the stipulated period would be liable to
disciplinary action for non-compliance with the Guidelines
issued by the Council under the provisions of the Company

Secretaries Act, 1980 and the CS Regulations as amended.

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Q.10. What is the fee for attending the Professional Development

Programmes?

Ans. The Fee for each programme organised by the Institute or its

Regional Councils and Chapters is disclosed in the programme
announcement.

Q.11. Where can I find the information of the Programme Credit

Hours obtained by me till date?

Ans. The Institute does not issue physical certificate for Programme

Credit Hours, a members may check the status of Programme

Credit Hours obtained by him/her by logging in to the ICSI
portal for members available at www.icsi.edu

Q.12. Where can I find the PCH Guidelines?

Ans. The Guidelines for Compulsory Attendance of Professional

Development Programmes by the Members may be
downloaded from the ICSI website at the link:

http://www.icsi.edu/WebModules/CP/PDPGuidelines3.pdf

Q.13. Who is required to obtain compulsory Programme Credit

Hours?

Ans. Every member of the Institute holding a Certificate of Practice
or in employment i.e. in whose name eform 32 (in terms of the
provisions of the Companies Act, 1956) / DIR -12 (in terms of
the provisions of the Companies Act, 2013) has been filed with
the RoC is required to obtain the mandatory number of PCH
each year.

Q.14. I am a senior citizen (i.e. of more than 60 years of age) do I
required to obtain the Programme Credit Hours as
prescribed in the Guidelines?

Ans. Members above the age of 60 years shall be required to obtain

50% of the PCH required to be obtained by the members below

60 years.

Q.15. To whom the requirement of Compulsory Programme

Credit Hours is not applicable?

Ans. The requirement of compulsory PCH shall not apply to :

(a)

A member who attains the age of 65 years during a
particular calendar year.

(b)

A member, for the year during which he gets his

Certificate of Practice for the first time.

(c)

A member or class of members to whom the Council
may in its absolute discretion grant full/partial
exemption either specific/general, on account of facts
and circumstances in case of :

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247

· Maternity / Paternity Leave

· Accident/Medical Emergencies

· Unemployment

· Any other case, as may be deemed appropriate
by the Council on a case to case basis.

Q.16. I am residing in a remote area where there is no chapter of
the Institute. To attend a programme I have to travel 100
kms, can I claim exemption from Programme Credit

Hours?

Ans. For Members who reside in places beyond 100 km from the
nearest Regional Council/Chapter and attend a program at any

Program Learning Centre, they shall be awarded double the

Program Credit Hours for which the concerned Program is
entitled. However this will not apply to attendance at the

National Convention/National Conference of Practising

Company Secretaries/Regional Conferences organised by the

Regional Councils. Such members have also the option to
prepare a research paper on a topic recommended by the

Secretariat.

Where the members in practice residing in remote places are
not able to attend the professional development programmes,
they may write to the Institute for approving a topic on which
they can prepare research paper to get the exemption from
securing programme credit hours.

The Research paper includes :

·

A concept paper on emerging areas of practice for

Company Secretaries

·

A Referencer/backgrounder on contemporary topics
relevant to Company Secretaries

·

A booklet on any topic relating to the areas of practice
for Company Secretaries

·

A monograph on any contemporary topic relevant to
the Practising Company Secretaries

·

An empirical study of practical relevance to the

Practising Company Secretaries

Members whose research paper is approved by the

Professional Development Committee of the Council, will be
exempted from the requirement of securing programme credit
hours for a block of three years.

Members who reside in places beyond 100 Kms. from the
nearest Regional Council/Chapter will be entitled for Eight

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Programme Credit Hours if their article/reply to prize query is
published in the Chartered Secretary.

Q.17. My earnings from practice just enable me to run my family,
can I be exempted from payment of fees for attending

Professional Development Programmes?

Ans. Such members may acquire PCH through unstructured learning
activities.

Q.18. If I am in employment for partial period during a year and
unemployed for some time and then I take up practice,
then how will the requirement of PCH apply to me?

Ans. Please refer the answer to Question no. 2.

Q.19. I wish to be faculty at the Professional Development

Programmes organised by ICSI, whom do I contact?

Ans. You may send your bio data and areas of interest to the

Directorate of Professional Development, The Institute of

Company Secretaries of India, ICSI HOUSE, 22, Institutional

Area, Lodi Road, New Delhi – 110 003.

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249

ANNEXURE XXIV

1.

What is Peer Review?

Ans.

Peer Review is a process used for examining the work
performed by one’s equals (peers) and to understand the
systems, practices and procedures followed by the Practice

Unit and to give suggestions, if any, for further improvement.

2.

To whom all would Peer Review be applicable?

Ans.

Peer Review is applicable to all Practicing Company

Secretaries.

3.

What is the meaning of Practice Unit?

Ans.

Practice Unit means members in practice, whether practicing
individually or a firm of Company Secretaries.

4.

What are the practice areas covered under the scope of

Peer Review?

Ans.

The Review would only be in respect of the following services::

a.

Signing of Annual Return pursuant to Section 161(1) of the

Companies Act, 1956
b.

Certification/ Signing of Annual Return pursuant to section 92
of the Companies Act, 2013
c.

Issue of Compliance Certificate pursuant to Section 383A(1) of
the Companies Act, 1956
d.

Issuance of Secretarial Audit Report in terms of Section 204 of
the Companies Act, 2013
e.

Issue of certificate of Securities Transfers in compliance with
the Listing Agreement with Stock Exchanges
f.

Certificate of reconciliation of Capital as per SEBI Circular
dated Dec. 31, 2002
g.

Conduct of Internal Audit of Operations of Depository

Participants
h.

Certification under Clause 49 of Listing Agreement

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5.

Whether the concept of Peer Review exists for CWA's and

CA's?

Ans.

The Institute of Chartered Accountants of India has a
mechanism of Peer Review of their Members in Practice.

6.

What are the advantages of the Peer Review to the Practice

Unit (PU)?

Ans.

It is expected to

A)

enhance the quality of attestation services.

B)

enhance credibility and provide competitive advantage.

C)

provide a forum for Guidance and knowledge sharing.

7.

How much will it cost me to get Peer Reviewed?

Ans.

You shall pay to the Peer Reviewer the fee of Rs. 10,000/- to the

Peer Reviewer (inclusive of TA/DA and any out of pocket
expenses) as may be prescribed by the Peer Review Board from
time to time.

8.

What is the frequency of Peer Review?

Ans.

Initially, each Practice Unit would be required to be peer
reviewed at least once in every five years.

9.

How will I be selected for Peer Review?

Ans.

You may apply to be peer reviewed or it may be done through
random selection by the Peer Review Board.

10.

If I have been Peer Reviewed can I disclose this on my
website?

Ans.

Only the fact of being Peer Reviewed can be stated. However,
neither the Certificate nor the Peer Review Report may be
given on the website.

11.

Can I become a Peer Reviewer?

Ans.

Any member of the Institute who fulfills the following criterion
may apply to be empanelled as a Peer Reviewer-

Company Secretary in Practice – Ready Reckoner

251

(a) possesses at least 10 years of post membership
experience

(b) is currently in practice as a Company Secretary.

12.

Will the information disclosed by me be kept confidential
by the reviewer?

Ans.

The Peer Reviewer is bound by a Confidentiality Agreement
with the Peer Review Board. If the Reviewer misuses the
information disclosed by you he may be subject to disciplinary
action by the Institute.

13.

If I am Peer Reviewed and it is found that I have not
maintained adequate records, will I be liable for any
disciplinary action?

Ans.

No.

14.

Is the Peer Reviewer exposed to any liability?

Ans.

The reviewer, by virtue of carrying out the peer review shall
not incur any liability other than the liability arising out of his
own conduct under the Code of Conduct under the Company

Secretaries Act, 1980 and Regulations framed thereunder as
well as under the relevant clauses of these Guidelines.

15.

After the Peer review of my records do I get any protection
from disciplinary proceedings under the Code of Conduct?

Ans.

No. Peer Review is only a broad examination of the systems and
procedures followed by the Practice Unit. The fact that you
have been Peer Reviewed does not provide immunity from

Disciplinary Action. However, neither Institute nor the

Reviewer can file any complaint in respect of deficiencies
observed during the course of Peer Review. (Refer Cl. 18 of the

Guidelines for details)

16.

What do I do if I am not satisfied with the Report of the

Peer Reviewer?

Ans.

You may refer your case to the Peer Review Board.

17.

If I am selected for Peer Review is it mandatory for me to
offer myself for Peer Review?

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Company Secretary in Practice – Ready Reckoner

Ans.

Yes

18.

Do I need to disclose the records of my clients to the
reviewers?

Ans.

No

19.

(A)

Can any of my clients ask the Institute to get me
peer reviewed?

Ans.

Yes

(B)

Who will pay the cost of such Peer Review?

Ans.

The client shall pay the cost of such Peer Review.

20.

Will ICSI be issuing any Certificate after Peer review?

Ans.

Yes.

21.

Will ICSI put up the names of the PU which have undergone

PR on ICSI website?

Ans.

Yes

23.

What are my obligations as a Practice Unit?

Ans.

Refer Cl. 12 of the Guidelines

24.

Can I volunteer to get Peer Reviewed?

Ans.

Yes

25.

I have been Peer Reviewed once, will I be Peer Reviewed
again?

Ans.

Yes, if the Peer Review Board so decides.

26.

Can I choose my Peer Reviewer?

Ans.

The Peer Review Board would send you a panel of atleast three
reviewers and you may choose any one name out of the panel
sent to you.

27.

Can I reject all the reviewers mentioned in the panel and
ask for another reviewer from the same State or region?

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253

Ans.

Yes.

28.

If I want a Peer Reviewer from out side my State or region
what should I do?

Ans.

You may make a special request to the Peer Review Board to
provide names of such Peer Reviewers. However, in such a case
you would have to bear the extra cost that would be incurred
for TA / DA etc.

29.

If I am not satisfied with the order of the Peer Review

Board can I appeal to the Council?

Ans.

Yes. You may appeal against the Order of the Peer Review

Board to the Central Council of the Institute. (Refer cl. 17.3 of
the Guidelines)

30.

Can I refuse to get myself Peer Reviewed?

Ans.

No. Any refusal to get Peer Reviewed shall be a misconduct
under the Code of Conduct

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ANNEXURE XXV

Annual Membership and Certificate of Practice Fees for 2018-19

The Annual Membership and Certificate of Practice fee for the year

2018-19 became due for payment w.e.f. 1st April, 2018 and last date for
payment of the same will be 30th June, 2018. Members are requested to
pay the fee along with applicable GST before the last date. The fee
payable is as follows:--

Particulars

Associate

Associate**

Fellow

(admitted till (admitted on or

31.03.2015)

after

01.04.2015)

Annual

Rs. 2950

Rs. 1770

Rs. 3540

Membership
fee*

Entrance fee*

Rs. 2360

Rs. 2360

Rs. 2360

Restoration fee*

Rs. 295

Rs. 295

Rs. 295

Certificate
of

Rs. 2360

Rs. 1770

Rs. 2360

Practice fee*

* Fee inclusive of applicable GST@18%.

** Annual Membership Fee of Rs.1770/- and Certificate of Practice fee
of Rs. 1770/- w.e.f. 01-04-2017 for associate members who were
admitted on or after 01-04-2015 are valid for initial two years only
including the admission year (irrespective of date of obtaining the

Certificate of Practice in the year of admission) and the following year.

The Annual membership and Certificate of Practice fee will be
automatically revised to full thereafter.

· Click Here To Pay Fees Online

(*) The Certificate of Practice fee must be accompanied by an
application for renewal of Certificate of Practice in the revised form-D

(available on the web-site) duly completed in all respects and signed for
renewal of Certificate of practice for the year 2018-19.

For queries, if any, the members may please contact Mr. Jitendra

Kumar, Executive Assistant for Annual Membership Fee and Mrs.

Vidhya Ganesh, Executive Admin for COP Fee on telephone nos. 0120-

4082174/2133 or through e-mail at jitendra.kumar@icsi.edu or
vidhya.ganesh@icsi.edu

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"Method of remittance"

The fee can be remitted by:-

1.

Cheque at par drawn in favour of 'The Institute of Company

Secretaries of India' (Indicating on the reverse the Name &

Membership No.) at the counter of the Institute's Head Quarter
at Delhi /Noida or Regional/Chapter offices located at Mumbai,

Kolkata, New Delhi, Chennai and Ahmedabad, Banglaore,

Chandigarh, Hyderabad, Jaipur, Pune respectively. Out station
cheques will not be accepted.

2.

Demand draft/pay order drawn in favour of 'The Institute of

Company Secretaries of India' payable at New Delhi.

(Indicating on the reverse the Name & Membership no.)

3.

At ICSI HQ at Delhi or Noida in person by cash/cheque at
par/DD at the reception counter from 9:00 AM to 4:00 PM.

4.

Online Payment through Institute website i.e www.icsi.in

Acceptance of Annual Membership Fee in Advance

The members if they so desire, can pay advance membership fee for
three years. The scheme for accepting the Annual Membership fee in
advance from members within and outside India for a period of period
of three years is as under:-

1. Advance fee would be accepted for a period of three years only.

Members desirous of availing this facility are, therefore,
advised to calculate the advance fees, based on the fee/ rates
for the time being in force.

2. The advance amount received by the Institute would not be
adjustable for any other fees due, such as amount payable at
the time of enrolment as fellow, grant of Certificate of Practice
afresh/ renewal after a gap etc. The members would be
required to pay such fee separately while submitting the
prescribed application form(s) etc. for the purpose.

3. Payment of advance fees is only a facility to members and that
it would in no manner mean that because of the advance
payment of fees their membership is secured upto the relevant
year(s). In spite of the advance payment of fees, continuance or
otherwise of their membership would be subject to the
provisions of the Company Secretaries Act, 1980 and the Rules
and Regulations framed thereunder.

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4. In case the advance lying to credit of the member's account falls
short of subsequent year's fee requirement, it would be the
responsibility of the member to send the requisite amount as
advance or balance of membership fee for the subsequent year.

5. Refund of advance fee received would not be allowed under
any circumstances except in case of removal of the name of a
member from the Register of Members under the provisions of
the Company Secretaries Act, 1980, the Company Secretaries

Regulations, 1982 and the Rules.

6. In the case of death, the fee for the year in which deletion of the
name takes place would be deducted and the balance of the
advance fee paid, if any, would be refunded to nominee(s)/
legal heir(s) of the member concerned. In all other cases, the
balance of advance fee, after such a deduction as aforesaid, if
any, would be kept to the credit of the member concerned for
adjustment towards annual membership fee payable at the
time of restoration.

7. Interest on the advance fee would not be payable at all.

8. In case of members residing abroad payment of advance fee
should be made in Indian currency i.e. the draft/ cheque drawn
on the designated Indian branch for credit to the account of the

Institute. However, where the fee has been sent in foreign
currency, conversion of foreign currency would be at the rate
applicable on the date when the Institute bankers give credit.

Concession in Payment of Annual Membership Fee

Pursuant to Company Secretaries (Amendment) Regulations, 2010,
came into force w.e.f 26th July, 2010 published in the Gazette of India

Extraordinary Part-III Section 4, a member who is of the age or sixty
years of above and is not in any gainful employment or practice can
claim 50% concession in the payment of Associate/Fellow Annual

Membership fee subject to the furnishing of declaration in the specified
format.

Further a member who is of the age of seventy years or above and is not
in any gainful employment or practice can claim 75% concession in the
payment of Associate /Fellow Annual membership fee subject to the
furnishing of declaration in the specified format.

***

Document Outline

- 1 INNER-COVER
- 2 INITIAL-PGS
- 3 A-GUIDE-TO-CSP
- 4 APPENDIX
- 5 APPENDIX

Table of Contents

- 1 INNER-COVER
- 2 INITIAL-PGS
- 3 A-GUIDE-TO-CSP
- 4 APPENDIX
- 5 APPENDIX