NEW LOGO OF ICSI Report2008-09.pdf · Preeti Malhotra Pradeep Kumar Mittal Anil Kumar Murarka B ......

Nesar Ahmad S.N. Ananthasubramanian Sita Ram Bansal(Govt. Nominee)

Keyoor Bakshi (Immediate Past President)

Lalit Bhasin (Govt. Nominee)

Ashok Chandra Biswa Behari Chatterjee Ghanshyam Dass Sanjay Grover

Milind B. Kasodekar

R. Sridharan A. K. Srivastava (Govt. Nominee)

Sudhir Babu C. Harish K. Vaid

N K Jain

(Secretary & CEO)

Vinayak S. Khanvalkar (Vice-President) T h e C o u n c i l ( 2 0 0 7 - 2 0 1 0 )

(Govt. Nominee) (Govt. Nominee)

Pradeep Kumar Mittal Anil Kumar Murarka B. Narasimhan Preeti Malhotra

(Past President)

Prithvi Haldea (Govt. Nominee)

Datla Hanumanta Raju (President)

NEW LOGO OF ICSI

The Institute

• develops a cadre of highly competent Company

Secretaries for ensuring corporate governance and

effective management by registering Students with

10+2 and graduate qualifications for Foundation and

Executive Programmes of Company Secretaryship

Course respectively with course contents in Law,

Management, Accounting and Finance disciplines;

• provides postal / oral / web-based coaching and

training enabling Students to qualify as Company

Secretaries;

• conducts Company Secretaryship Examination twice

a year in June and December, at 68 centres spread all

over India and an overseas centre at Dubai;

• arranges practical training for Executive/ Professional

Programme pass Students with Companies/Practising

Company Secretaries empanelled with the Institute for

the purpose;

• enrols qualified persons as Associate/ Fellow

Members of the Institute and issues Certificate of

Practice to Members taking up practice;

• conducts Post Membership Qualification Courses for

Members of the Institute;

• publishes widely read and highly acclaimed monthly

journal 'Char tered Secretary' disseminating

information, expeditiously.

• publishes 'Student Company Secretary' and 'CS

Foundation Course Bulletin' for the benefit of Students;

• uploads on the website of the Institute (www.icsi.edu)

CS Updates containing current notifications and

circulars relating to various corporate and related laws

generally on weekly basis;

OBJECTIVES AND FUNCTIONS

• exercises professional supervision over the Members

of the Institute both in practice and in employment in

matters pertaining to Professional Ethics and Code of

Conduct;

• undertakes research in Law, Management, Finance

and Capital Market disciplines and brings out research

publications;

• formulates Secretarial Standards and brings out

Guidance Notes thereon;

• renders expert advisory services to Members on

intricate issues relating to various corporate laws;

• organises Professional Development and Continuing

Education Programmes, International/ National/

Regional Conventions and Conferences directly or

through its Regional Councils and Chapters,

Chambers of Commerce, Department of Public

Enterprises, Sister Professional Institutes and other

Professional Development/ Management Bodies;

• interacts with various National and Regional Chambers

of Commerce with regard to various Government

Policies and Legislations;

• interacts with Members of International Federation of

Company Secretaries and Company Secretaries

Institutes in other jurisdictions;

• bestows ICSI National Award for Excellence in

Corporate Governance to best governed Companies;

• bestows ICSI Lifetime Achievement Award to eminent

corporate personalities for Translating Excellence in

Corporate Governance into Reality;

• conducts Investor Awareness Programmes

throughout the country on behalf of the Investor

Education & Protection Fund, Ministry of Corporate

Affairs; and

• under takes Research Projects on behalf of

Government and its Agencies / Institutions.

*****

1

SECRETARY & CEO N K JAIN

SENIOR DIRECTOR (EXAMINATIONS) S D SHARMA

SENIOR DIRECTOR (TRAINING, MEMBERSHIP, LEGAL & PLACEMENT) S KUMAR

SENIOR DIRECTOR (PUBLIC RELATIONS AND CORPORATE COMMUNICATION) AMITA AHUJA(DR.)

SENIOR DIRECTOR (INFORMATION TECHNOLOGY) ANKUR YADAV

DEAN, ICSI-CCRT GOPAL CHALAM

DIRECTOR (FINANCE AND ACCOUNTS) S K ARORA

DIRECTOR (ACADEMICS) SUTANU SINHA

DIRECTOR (STUDENTS SERVICES) SOHAN LAL

DIRECTOR (ACADEMICS) V P SHARMA

DIRECTOR (ADMINISTRATION & PURCHASE) P K GROVER

JOINT DIRECTOR (HUMAN RESOURCE DEVELOPMENT ) SANJAY GUPTA

AUDITORS AND BANKERS

STATUTORY AUDITORS THAKUR , VAIDYANATH AIYAR & CO.

CHARTERED ACCOUNTANTS

221-223, DEEN DAYAL MARG

NEW DELHI – 110 002

INTERNAL AUDITORS G.C. SHARDA & CO.

CHARTERED ACCOUNTANTS

D-34, LGF, EAST OF KAILASH

NEW DELHI – 110 065

BANKERS CANARA BANK, INDIAN BANK, ICICI BANK,

STATE BANK OF INDIA, SYNDICATE BANK,

VIJAYA BANK, HDFC BANK, CITI BANK

2

MANAGEMENT TEAM

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

HEADQUARTERS

ICSI HOUSE, 22, Institutional Area, Lodi Road, New Delhi – 110 003

Tel. : 41504444, 24617321-24, 24644431-32 Fax : 24626727(STD Code :011)

E-Mail : [email protected] Website : www.icsi.edu

C-37, Sector 62, Noida (U.P.) – 201 309

Tel: 4239993–4239999 Fax : 4264443 & 4264445 (STD Code : 0120)

RESEARCH CENTRE

ICSI-CENTRE FOR CORPORATE GOVERNANCE, RESEARCH & TRAINING

Plot 101, Sector-15, Institutional Area, CBD Belapur,Navi Mumbai- 400 614

Tel : 27577814-16 / Fax : 27574384(STD Code : 022) E-mail : [email protected]

REGIONAL COUNCILS/OFFICES AND CHAPTERS

1. EASTERN INDIA REGIONAL COUNCIL OF THE ICSI

ICSI-EIRC Building, 3-A, Ahiripukur Ist Lane, Kolkata – 700 019

Tel : 22816541, 22816542, 22832973 / Telefax : 22816542 (STD Code : 033)

E-mail : [email protected] Grams : COMPSEC

Chapters : Bhubaneswar, Dhanbad, Hooghly, Jamshedpur, North- Eastern (Guwahati), Patna and Ranchi

2. NORTHERN INDIA REGIONAL COUNCIL OF THE ICSI

ICSI-NIRC Building, 4, Prasad Nagar Institutional Area, Rajendra Place, New Delhi-110 005

Tel : 25763090, 25767190, 25816593 / Telefax : 25722662(STD Code : 011)

E-mail : [email protected] / [email protected]

Chapters : Agra, Ajmer, Allahabad, Alwar, Amritsar, Bareilly, Bhilwara, Chandigarh, Dehradun, Faridabad,

Ghaziabad, Gurgaon, Jaipur, Jalandhar, Jammu, Jodhpur, Kanpur, Karnal-Panipat, Kota, Lucknow, Ludhiana,

Meerut, Modinagar, Noida, Rohtak, Shimla, Sonepat, Srinagar, Udaipur, Varanasi and Yamuna Nagar

3. SOUTHERN INDIA REGIONAL COUNCIL OF THE ICSI

ICSI-SIRC House, 9, Wheat Crofts Road, Nungambakkam, Chennai-600 034

Tel : 28279898/28222212 Telefax : 28268685 (STD Code : 044) E-mail : [email protected] / [email protected] Grams: COMPSEC

Chapters : Bangalore, Calicut, Coimbatore, Hyderabad, Kochi, Madurai, Mangalore, Mysore, Palakkad,

Puducherry, Salem, Thiruvananthapuram, Thrissur, Tiruchirapalli and Visakhapatnam

4. WESTERN INDIA REGIONAL COUNCIL OF THE ICSI

13, Jolly Maker Chambers No.2 (1st Floor), Nariman Point, Mumbai – 400 021

Tel : 22844073, 22047580, 22047569, 22047604 Fax : 22850109 (STD Code : 022)

E-mail : [email protected]

Chapters : Ahmedabad, Aurangabad, Bhopal, Dombivli, Goa, Indore, Kolhapur, Nagpur, Nashik, Navi Mumbai,

Pune, Raipur, Rajkot, Surat, Thane and Vadodara

3

1. INTRODUCTION

In terms of the requirements of sub-section (5B) of

section 18 of the Company Secretaries Act, 1980, the

Council of the Institute of Company Secretaries of India

is pleased to present its Twenty Ninth Annual Report

and audited statements of consolidated accounts

along with the Auditors' Report thereon for the year

ended March 31, 2009.

2. ACADEMIC AND PROFESSIONAL DEVELOPMENT

2.1 Companies Bill, 2009

The Government introduced the Companies Bill, 2009

on August 3, 2009 in Lok Sabha. The important

proposals relating to the profession of Company

Secretaries include the following:

• Company Secretary recognized as key managerial

personnel along with CEO & CFO.

• Scope of annual return widened and annual return

to be signed by a Director and the Company

Secretary, or where there is no Company

Secretary, by a Company Secretary in whole-time

practice. In the case of listed Companies and

Companies having such paid-up capital and

turnover as may be prescribed, annual return also

to be signed by the Company Secretary in whole-

time practice certifying that the company has

complied with all the provisions of the Act.

• Concept of report on annual general meeting of

listed public company introduced.

• Recognition to Secretarial Standards given. Every

company to observe Secretarial Standards as may

be prescribed with respect to general and Board

meetings.

• Company Secretaries along with other

professionals recognized for appointment as

Interim Company Administrator in respect of

revival and rehabilitation of sick Companies.


professionals recognized for appointment as

Provisional Liquidator/Company Liquidator.

REPORT OF THE COUNCIL

• Company liquidator authorized to appoint one or

more professionals including Company

Secretaries to assist him in the performance of his

duties and functions.


professionals recognized for being appointed as

registered valuer.

2.1.1 Limited Liability Partnership Act, 2008

Limited Liability Partnership Act, 2008 has been

enacted to make provisions for the formation and

regulation of limited liability partnerships (LLP) and for

matters connected therewith or incidental thereto.

LLP provides benefits of limited liability and at the

same time allows flexibility of organizing the internal

structure based on mutually arrived agreement. Due to

these unique characteristics, LLP form of organization

is expected to become an extremely popular business

vehicle particularly for SMEs as well as entrepreneurs,

professionals and enterprises providing services of

any kind or engaged in scientific and technical

disciplines. The LLP Act, 2008 recognises Company

Secretary in Practice who is engaged in the formation

of LLP to make the statement that all the requirements

of the Act and the Rules made thereunder have been

complied with, in respect of incorporation of the LLP

and matters precedent and incidental thereto. The LLP

Rules, 2009 require annual return of an LLP having

turnover of five crore Rupees or more or contribution of

fifty lakh Rupees or more to be certified by a Company

Secretary in Practice. LLP Rules, 2009 also authorize

Company Secretary in Practice to pre-certify several

forms to be true and correct.

2.1.2 Core Group to discuss the issues arising out of

Satyam Episode

The Council of the Institute at its 185th meeting held on

January 19, 2009 constituted the Core Group to

discuss the issues arising out of Satyam Episode.

The terms of reference of the Core Group include :

(i) various issues raised by the Government in its

letter dated January 7, 2009 ;

4

(ii) disciplinary action against the erring Member(s) ;

(iii) strengthen the governance framework amongst

corporates ;

(iv) changes in the legal / policy framework regulating

the corporates and the professionals; and

(v) such other recommendations as may be

considered appropriate by the Core Group.

The Core Group accordingly met and discussed the

above issues on February 19, 2009, March 20, 2009

and June 6, 2009.

2.1.3 ICSI Logo

With a view to creating a cohesive brand image for the

profession of Company Secretaries, a new corporate

identity program has been launched with a new logo-

masthead for the Institute. The new logo adopted by

the Council of the Institute and unveiled by Hon'ble

Vice-President of India, Mr. M Hamid Ansari on

December 20, 2008 at Vigyan Bhawan, New Delhi,

represents contemporary professional outlook and

proactive approach in delivery of services.

The new Logo stands for stability and integrity. The

core of the new identity "connecting for collective

growth" is epitomized by four letters signifying a

mature and multifaceted profession. The letters CS in

the centre of the identity integrate to form an upward

arrow embodying the Institute's vision of growth and

excellence in corporate governance. The holistic

perception of the identity reflects soft edges with a

sharp interior. Set in deep blue colour, the bold and

elegant masthead lends it an air of authority and

leadership.

2.1.4 ICSI Students Education Fund

To encourage and motivate economically backward

and academically bright Students to pursue the

Company Secretaryship Course, the Institute has

created 'ICSI Students Education Fund' with an initial

contribution of seventy five lakh Rupees. Students

with a family income upto one lakh Rupees per annum

and having secured 75% marks in both Secondary as

well as Senior Secondary Examinations and 60%

marks in Graduate degree examination are eligible for

assistance from the Fund for pursuing Foundation/

Executive Programme.

Academically bright Students having secured 90%

marks in Secondary and Senior Secondary

Examinations and 85% marks in Graduate degree

examination without any limit on their family income

are eligible for assistance from the Fund for pursuing

Foundation/Executive Programme.

2.1.5 E-learning Portal for Company Secretaryship

Programme

In order to faciliate Students with on-line education/

study, the Institute had launched E-learning portal for

the CS Programme in association with Gurukul Online

Learning Solutions (GOLS), Mumbai. Students from

anywhere including rural and semi-urban areas can

avail this 24x7 hours on-line study facility. The

E-learning module enables the Students to have

access to learning and faculty support at any time as

per their convenience.

The e-learning project is being implemented for

Foundation, Executive and Professional Programmes

in a phased manner as follows:

(i) Web Based Training (WBT) : The study/contents

have been modified into well-crafted teaching

systems. It has multimedia slides covering the

entire study material

(ii) Video Based Training / Audio Based Training

(VBT/ABT) : It comprises video/audio lectures on

the topics covered in the subject

(iii) Live Virtual Classroom (LVC) : It provides live

broadcasts of lectures over the internet and the

Students can directly interact with the faculty

online and clear their doubts

For Foundation Programme 433 Students have

registered for the Web Based Training and 29 Students

have registered for the combo course, i.e. (WBT +

VBT/ABT + LVC) as on September 7, 2009, while 334

Students have registered for the Web Based Training of

Executive Programme.

5

The E-learning Portal of ICSI can be accessed by

logging on to http://elearning.icsi.edu

E-learning is an optional learning facility extended by

the Institute in addition to mandatory postal coaching

scheme or the oral coaching scheme.

2.1.6 Library Assistance to Regional Councils and

Chapters

The Core Group constituted by the Council for

strengthening Regional Councils and Chapters had

recommended that in view of the introduction of new

syllabus, each of the Regional Councils and Chapters

be provided with fresh one-time grant to equip the

Library with new books and the Headquarters was

advised to procure the books and supply them to the

Regional Councils and Chapters.

The Headquarters purchased books and supplied to all

the Regional Councils and 51 Chapters across the

country wherever library facilities are available for the

benefit of the Students and Members.

2.1.7 Memorandums of Understanding

Collaboration is the key for success in the new age.

Networking, co-working and co-creation are the

propellers of progress in the knowledge era. The

networks have not only to be cross-professional, they

also have to be cross-geographies and cross-cultures.

Accordingly, the Institute has been entering into

proactive MOUs as mutually beneficial to share

resources, ideas, capabilities and capacities. A brief

description of MOUs which the Institute entered into

during the year is given below:

Indira Gandhi National Open University (IGNOU)

MOU between the Institute and the Indira Gandhi

National Open University enables the Students to

pursue simultaneously B.Com with major in Corporate

Affairs and Administration as they study Executive

Program for the CS Course. As they pass the

Professional Programme for the CS Course, they will

be able to pursue M.Com with major in Business Policy

and Corporate Governance. IGNOU has also

recognized Membership of the ICSI as eligible for

pursing Ph.D in Commerce, Management and Law

disciplines.

Signing the MOU with IGNOU was a grand occasion

graced by the presence of the then Hon'ble Union

Minister of Corporate Affairs Mr. Prem Chand Gupta,

the Vice-Chancellor of IGNOU Prof. V N Rajasekharan

Pillai and Chief Executive of Hong Kong Institute of

Chartered Secretaries, Mr. Philip Baldwin.

National/State level Chambers of Commerce

MOU with National and State Level Chambers of

Commerce and Industry, during the year. These

include - Associated Chambers of Commerce and

Industry, New Delhi; Federation of Andhra Pradesh

Chambers of Commerce and Industries, Hyderabad;

Merchants Chamber of Commerce, Kolkata;

Bangalore Chamber of Industry and Commerce,

Bangalore; Pitampur Adhiyogik Sangthan, Indore; Urla

Industries Association, Raipur. Collaboration with

these Chambers of Commerce and Industries would

provide professional mileage to Company Secretaries

to showcase their strength in various kinds of

industries and services.

National Stock Exchange of India, Mumbai

MOU with National Stock Exchange of India, Mumbai

provides for appropriate fee concession to the

Students of CS Course who appear for NSE's

Certification in Financial Market (NCFM) Modules;

training to Company Secretaries in Securities markets

and areas of Corporate Governance; organization of

joint Investor Awareness Programmes, Compliance

Seminar for Trading Members of NSE and compliance

officers of the listed Companies.

TH2.1.8 5 Assembly of IFCS

International Federation of Company Secretaries

(IFCS) has been constituted by the Institute of

Company Secretaries of India, Pakistan, Bangladesh

and Kenya. The Institute of Company Secretaries of

Nepal has become observer member of the IFCS. thThe 5 Annual Meeting of the IFCS was held on

November 5, 2008 at Goa and attended not only by the

member Institutes but also by the Presidents/CEOs of

the Institute of Company Secretaries from around ten

countries. Such participation shows the widening

interest and growing solidarity of the profession in

different parts of the world.

6

2.1.9 International Fellowship Programme

A full day International Conference was organized by

the Institute for stimulating understanding of

“International Economics and Corporate Governance

in Emerging Economies“ on May 12, 2008 at

Hongkong. The delegation of the Institute held

discussions with Ms. Fianna Jesover, Sr. Project

Manager, Corporate Affairs Division, OECD, Ms.

Natalia Seng, President and Mr. Philip Baldwin, Chief

Executive, HKICS and Mr. Jamie Allen, Secretary-

General, Asian Corporate Governance Association.

The discussions were very positive and encouraging in

establishing the Institute's brand image abroad. The

member delegates from India also visited Macao and

Beijing as part of International Professional Fellowship

Program 2008.

th2.1.10 8 ICSI National Award for Excellence in

Corporate Governance

The Institute's quest for excellence received further

reinforcement with the presentation of ICSI National

Award for Excellence in Corporate Governance and

Lifetime Achievement Award for Translating

Excellence in Corporate Governance into Reality for the

year 2008. Mr. M Hamid Ansari, Hon'ble Vice-

President of India presented the awards on December

20, 2008 at Vigyan Bhawan, New Delhi. Mr. Prem

Chand Gupta, the then Hon'ble Union Minister of

Corporate Affairs was the Guest of Honour.

Best Governed Companies Awards

Mahindra & Mahindra Limited Chairman

Mr. Keshub Mahindra

Company Secretary

Mr. Narayan Shankar

MindTree Limited Chairman

Mr. Ashok Soota

Company Secretary

Ms. T N Usha

ICSI Life Time Achievement Award Dr. E Sreedharan

for Translating Excellence in Managing Director

Corporate Governance into Delhi Metro Rail

Reality, 2008 Corporation

JURY FOR THE ICSI NATIONAL AWARD FOR

EXCELLENCE IN CORPORATE GOVERNANCE, 2008

Chairman

Hon'ble Mr. Justice R C Lahoti,

Former Chief Justice of India

Members

Dr. J J Irani Director, Tata Sons Limited

Dr. K C Chakrabarty Chairman & Managing Director,

Punjab National Bank

Dr. M B Athreya Management Consultant

Mr. Naresh Chandra Former Cabinet Secretary,

Government of India

Mr. Philip Armstrong Head, Global Corporate

Governance Forum

Mr. Prabir Sengupta Distinguished Fellow,

The Energy and Resources

Institute (TERI)

Mr. Rajinder Gupta Managing Director,

Abhishek Industries Ltd.

Mr. Rajeev Chandrasekhar President, FICCI

Mr. Rajiv Memani Country Managing Partner,

Ernst & Young

Mr. Rajnikant Patel Former MD & CEO,

Bombay Stock Exchange Ltd.

Mr. Raman Roy Chairman & Managing Director,

Quatrro BPO Solutions Pvt. Ltd.

Mr. Ravi Narain MD & CEO, National Stock

Exchange of India Limited

Mr. Sajjan Jindal President, ASSOCHAM

Mr. S Ramadorai CEO and MD, Tata Consultancy

Services Limited

Mr. T K Arun Editor, Delhi–The Economic Times

Mr. Y C Deveshwar Chairman, ITC Limited

Dr. Y R K Reddy Founder, Academy of Corporate

Governance and Yaga Consulting

Mr. Keyoor Bakshi President, The ICSI

Secretary to Jury

Mr. N K Jain Secretary & CEO, The ICSI

7

2.1.11 Professional Development and Continuing

Education

It is through professional development and training

programmes and such other activities, that the

Institute seeks to impart continuing education to its

Members, to keep them updated in view of far reaching

and frequent changes in matters relating to corporate

and business affairs. In furtherance of this objective, a

number of national, Regional and Chapter level thprofessional development programmes besides 36

National Convention were held during the year.

th2.1.12 36 National Convention

thThe 36 National Convention of Company Secretaries

was organised on November 6-8, 2008 at Kala

Academy, Goa on the theme Achieving Excellence

Through Innovation. The presence of nearly 850

delegates from around the country and sister

professional bodies abroad made the National

Convention a memorable event. The presence of

experts and professionals, policy makers from the

Government, industry leaders and academicians

resulted in generation of immense wealth of

knowledge, ideas and perceptions for futuristic

thinking, planning and actioning for achieving

professional excellence through innovation. His

Excellency, Dr. S S Sidhu, Governor of Goa inaugurated

the Convention, Mr. S A Bhat, Chairman & Managing

Director, Indian Overseas Bank was the Special Guest,

Mr. Dattaraj V Raj Salgaocar, Managing Director, V M

Salgaocar Group of Companies was the Guest of

Honour and Mr. R Gopalakrishnan, Executive Director,

Tata Sons was the Key Note Speaker. At the

Valedictory Session Mr. Digambar Kamat, Hon'ble

Chief Minister of Goa was the Chief Guest, Mr. S

Balasubramanian, Chairman, Company Law Board

was the Guest of Honour and Mr. A K Ravi Nedungadi,

Director, Kingfisher Airlines was the Special Guest.

2.1.13 PCS Conference

th9 PCS Conference

thThe Institute organised its 9 National Conference of

Practising Company Secretaries at Bhubaneswar on

the theme 'Be the Change You want to Become' on

August 29-30, 2008. His Excellency Mr. M C

Bhandare, Governor of Orissa was the Chief Guest,

Mr. Baijayant Panda, Hon'ble Member of Rajya Sabha

graced the occasion and delivered Key Note address at

the inaugural session.

th10 PCS Conference

The Institute organized the 10th National Conference of

Practicing Company Secretaries on the theme

"Professional of Company Secretaries - Surging

Ahead" on July 31 - August 1, 2009 at Pune. Shri Allen

C A Pareira, Chairman & Managing Director, Bank of

Maharashtra was the Chief Guest and inaugurated the

Conference. Dr. Vijay Pandurang Bhatkar, an eminent

Scientist who built the PARAM series of Super

Computers in India, was the Chief Guest at the

Valedictory Session. Eminent faculty and experts with

comprehensive practical exposure deliberated on

Corporate Boards and PCS; Value-based Practice;

Capacity Building for Emerging Regulatory

Prescriptions; and Profession-Professional-

Professionalism. About 200 delegates from all over

the country attended and par ticipated in the

Conference .

2.1.14 Secretarial Standards

ICSI is the first professional body of its kind to start the

process of setting Secretarial Standards for

integration, harmonization and standardization of

corporate secretarial practices. The Secretarial

Standards are formulated by the Secretarial Standards

Board of the Institute by following a transparent

procedure involving issuance of Exposure Draft

inviting comments from Members and the public at

large before its adoption by the Council of the Institute.

The Institute has so far issued the following Ten

secretarial standards.

1) Secretarial Standard on Meetings of the Board of

Directors (SS-1)

2) Secretarial Standard on General Meetings (SS-2)

3) Secretarial Standard on Dividend (SS-3)

4) Secretarial Standard on Registers and Records

(SS-4)

5) Secretarial Standard on Minutes (SS-5)

8

Brokers containing analysis of various functions which

the stock brokers are required to undertake in their

dealings with investors, issuers and regulators

including detailed checklist and number of appendix.

Ph. D.

During the year, four Universities recognized the

Company Secretaryship qualification of the Institute as

equivalent to Post Graduate Degree for pursuing Ph.D.

programmes as under :

(1) Guru Govind Singh Indraprastha University, Delhi

for doing Ph.D in Management and Law;

(2) Gauhati University, Guwahati for doing Ph.D. in

Commerce;

(3) Behrampur University, Behrampur for doing Ph.D.

in Management; and

(4) Mahatma Gandhi University, Kottayam for doing

Ph.D. in Commerce.

In all, forty eight universities have recognized

Company Secretaryship qualification as eligible to

pursue Ph.D. programme in Commerce, Law and

Management.

3. COUNCIL

3.1 President and Vice-PresidentthAt the 185 meeting of the Council held on January 19,

2009, Shri Datla Hanumanta Raju from Southern

Region and Shri Vinayak S Khanvalkar from Western

Region were elected as President and Vice-President

respectively, for a period of one year w.e.f. January 19,

2009.

3.2 Council Meetings

Apart from various Committee meetings, the Council

held seven meetings during the year.

3.3 Composition of Committees

The composition of various Standing and Non-

Standing Committees, Expert Groups and Advisory

Boards constituted by the Council is given at

Appendix 'A'.

3.4 Details of meetings held and attended by Members are

given at Appendix 'B'.

6) Secretarial Standard on Transmission of Shares

and Debentures (SS-6)

7) Secretarial Standard on Passing of Resolutions by

Circulation (SS-7)

8) Secretarial Standard on Affixing of Common Seal

(SS-8)

9) Secretarial Standard on Forfeiture of Shares (SS-9)

10) Secretarial Standards on Board's Report (SS-10).

The Companies Bill, 2009 proposes to make it

mandatory for every company to observe Secretarial

Standards as may be prescribed with respect to

general and Board meetings.

2.2 Recognitions

Diligence Report by PCS

The Reserve Bank of India has mandated all Scheduled

Commercial Banks and Primary Urban Co-operative

Banks to obtain a Diligence Repor t from a

professional, preferably a Company Secretary, on a

half yearly basis regarding compliance with all

statutory and contractual obligations in respect of

Companies availing multiple banking/consortium

lending arrangements.

A High Level Core Group comprising senior bankers,

representatives of the IBA, FEDAI formulated a

Guidance Note on Diligence Report for Banks. The

guidance note contains detailed compliance inputs

and checklists on all twenty five paragraphs prescribed

by the RBI covering many critical and relevant matters.

Internal Audit of Stock Brokers

SEBI authorized the Company Secretaries to carry out

Internal Audit of Stock Brokers / Trading Members /

Clearing Members on a half yearly basis. The scope of

this internal audit is wide and covers interalia the

existence, scope and efficiency of the internal control

system, compliance with applicable regulatory

prescriptions, agreements, data security and

insurance in respect of operations of the stock

brokers/clearing Members.

The Institute as part of capacity building of its

Members in particular and professionals in general

brought out a Guidance Note on Internal Audit of Stock

9

4. REGIONAL COUNCILS AND CHAPTERS

4.1 Regional Councils

All the four Regional Councils continued to provide

valuable support and assistance to the Council by

carrying out their activities and functions with zeal and

enthusiasm throughout the year. The Regional

Councils conducted Professional Development

Programmes, Seminars, Workshops, Training

Orientation Programmes, Secretarial Modular Training

Programmes, Oral Coaching Classes, Academic

Development Programmes, Study Circle Meetings,

Regional and State Conferences and participated in

Career Fairs. Other activities included Library up-

dations, publishing news bulletins, providing

employment service to Members by maintaining a

database, disseminating information to Members and

Students, etc.

4.2 Statistics at a Glance

The Reserves & Surplus and the number of Students

and Members in each Regional Council as on March

31, 2009 are as under: -

10

4.3 Chapters

4.3.1 Gradation of Chapters

The Chapters have been classified into Grades A, B, C

and D with a bench mark of minimum number of

Members with effect from April 1, 2008 as indicated

below:

Grade No. of Members No. of Chapters

A 300 and above 7

B 100 to 299 10

C 25 to 99 27

D 12 to 24 25

ITEM EIRC NIRC SIRC WIRC

GENERAL RESERVE ON 31.3.2009 (RS.) 49,19,855 3,18,76,407 2,84,58,291 2,96,10,894

SURPLUS FOR THE YEAR 2008-09 (RS.) 12,17,642 89,24,141 67,08,783 92,89,959

NO. OF MEMBERS

AS ON 31.3.2009 1993 6513 4686 6675

AS ON 31.3.2008 1896 6157 4482 6300

NO. OF STUDENTS FOR INTERMEDIATE/ EXECUTIVE PROGRAMME

AS ON 31.3.2009 10995 26559 18377 23634

AS ON 31.3.2008 9394 22446 16482 20794

NO. OF STUDENTS FOR FOUNDATION PROGRAMME

AS ON 31.3.2009 7553 19012 6300 9119

AS ON 31.3.2008 4785 13061 4774 6828

During the period under report, 69 Chapters were

functioning at the following places:

East : Bhubaneswar, Dhanbad, Hooghly,

Jamshedpur, North Eastern (Guwahati),

Patna and Ranchi

North : Agra, Ajmer, Allahabad, Alwar, Amritsar,

Bareilly, Bhilwara, Chandigarh, Dehradun,

Faridabad, Ghaziabad, Gurgaon, Jaipur,

Jalandhar, Jammu, Jodhpur, Kanpur,

Karnal-Panipat, Kota, Lucknow, Ludhiana,

Meerut, Modinagar, Noida, Rohtak,

Shimla, Sonepat, Srinagar, Udaipur, Varanasi

and Yamuna Nagar

South: Bangalore, Calicut, Coimbatore, Hyderabad,

Kochi, Madurai, Mangalore, Mysore,

Palakkad, Puducherry, Salem, Thiruva-

nanthapuram, Thrissur, Tiruchirappalli and

Visakhapatnam

West : Ahmedabad, Aurangabad, Bhopa l ,

Dombivli, Goa, Indore, Kolhapur, Nagpur,

Nashik, Navi Mumbai, Pune, Raipur, Rajkot,

Surat, Thane and Vadodara

All the Chapters continued to carry on various activities

including holding of oral tuition classes, arranging

training for Students, organizing professional and

continuing education programmes, publishing News

Bulletins, providing Library facilities, etc.

As on date, the following Chapters have their own

office premises:

Ahmedabad, Bangalore, Bhopal, Bhubaneswar,

Coimbatore, Dombivli, Ghaziabad, Goa, Hyderabad,

Indore, Jaipur, Kanpur, Kochi, Lucknow, Madurai,

Mangalore, Nagpur, Patna, Pune, Surat and Vadodara

4.3.2 Best (i) Regional Council (ii) Chapter and (iii) Satellite Chapter Awards for the Calendar year 2007

In order to recognize the contributions made by the

Regional Councils and Chapters as well as to give a

boost and to create competitive spirit among them, the

Council of the Institute had instituted the Best Regional

Council and Best Chapter Awards. Accordingly, Best

Regional Council, Best Chapter and Best Satellite

Chapter Awards for the year 2007 were presented at ththe inaugural function of 36 National Convention held

at Goa on November 6, 2008.

Best Regional Council : NIRC

National Best Chapter : Hyderabad

Grade-wise Best Chapters

'A-1' : Bangalore

'A' : Jaipur

'B' : Coimbatore

'C' : Bhubaneswar

'D' : Bhilwara

'E' : Mysore

Best Satellite Chapter : Aurangabad

5. PUBLICATIONS

5.1 Chartered Secretary

The monthly journal Chartered Secretary being

published by the Institute since 1971 has received

wide accolades from various quarters, be it industry,

commerce, trade or professionals for its quality

publication of informative articles on contemporary

topics, prompt reporting of Government Notifications,

judicial pronouncements, etc. The journal continues to

serve as an effective medium of communication

between the Institute, its Members and others. During

the year under review, four special issues of the journal

were brought out on the following subjects : -

1. Companies Bill, 2008

2. Retail, Real Estate and Infrastructure

3. Competition Law

4. Corporate Insolvency & Restructuring

6. ICSI-CENTRE FOR CORPORATE GOVERNANCE,

RESEARCH AND TRAINING

6.1 ICSI–Centre for Corporate Research and Training

(ICSI-CCRT), Navi Mumbai was established by the

Institute in 1999 with the primary objective to act as a

catalyst organisation in the professional development

of the Indian corporate sector through qualitative

research and high level corporate training, with

particular reference to meeting the needs of Company

Secretaries in areas of corporate and economic laws,

Corporate Governance, financial and capital markets,

international trade, human resource management, etc.

Since its existence, ICSI-CCRT has been involved in

conducting high–end Training Programmes for

Members, Students, Corporates and Government &

regulatory Bodies. In this process, this Centre has

identified “Corporate Governance” as a forte in the

Corporate arena. To be an effective leader in this

sphere, ICSI-CCRT has developed training module on

'Corporate Governance' for Directors.

Keeping in view the penchant and in order to excel in

the domain of Corporate Excellence (CCRT) has been

rechristened as “Centre for Corporate Governance,

Research & Training” (CCGRT).

11

6.2 Training Related Activities

To keep with the aspirations and expectations of the

Institute, ICSI-CCGRT conducted programmes on

“Effective Audit Committee”, “Leveraging Independent

Directors”, “Corporate Governance” and “Board of

Directors Reports”, “Company Secretary to Corporate

Director”, “Grooming for Success”, "Foreign

Exchange Risk Management", “Appearance before

SAT”, “Private Equity”, “Risk Management under

Clause 49 of the Listing Agreement”, “Hedge Funds”,

“Valuation”, “Project Financing”, “Real Estate

Investment Trusts (REITs) & Mutual Funds” and

“Carbon Credit” etc.

CCGRT also forayed outside Navi Mumbai and

organized joint programmes with the Eastern India

Regional Council (EIRC), Southern India Regional

Council (SIRC), Western India Regional Council

(WIRC), besides Bangalore, Coimbatore, Hyderabad &

Jaipur Chapters of the ICSI.

CCGRT also provide support for collaborative training

with various organizations.

6.3 Annual Membership Scheme

CCGRT has introduced this Scheme as an invitation to

all professionals, individuals and corporate to attend a

variety of professional development programmes with

the convenience of making a one time payment.

6.4 Residential Secretarial Modular Training

Programmes (RSMTP)

An activity added to CCGRT's Training initiative for the

Company Secretary Students is through the

Residential Secretarial Modular Training Programmes

(RSMTP). CCGRT organizes Residential SMTPs where

Students from all over India, mainly from non-metro

centres and abroad take advantage and get the

opportunity for interaction with expert professional

faculty. In addition to the core subjects of the normal

SMTP Programme, the participants are exposed to

topics on general management, human relations,

financial markets, etc. at the pre-dinner session.

Students also get the opportunity to enhance their

communication skills, presentation skills and co-

operative learning through presentation of Group

Projects before a panel of experts.

CCGRT with its amenities, well designed programme

schedule incorporating varied topics, adept faculties

possessing rich exposure and expertise in their

relative fields and placement assistance has helped to

create a niche for RSMTP participants.

6.5 Research Initiative of CCGRT

ICSI-CCGRT generally undertakes policy oriented and

applied research of immediate utility to the Company

Secretaries, Corporate Sector /Banks /FIs/

Government, Regulatory Authorities and Development

Agencies.

Knowledge gaps and untapped niche are identified and

an attempt is made to fill these. As a general rule, short

and medium term projects are taken up and core

competence built up in the select area.

In order to foster and nurture proactive research

among the Members of the Company Secretaries

profession, for the first time ICSI Research initiative

was announced by the Institute in 2003. The basic idea

is to develop sound base and insights into

corporate/related laws, their delivery mechanism,

need for harmonization/changes in light of emerging

realities, corporate governance, etc. and use the

developed knowledge base with the Government,

regulatory and international agencies. CCGRT has

been entrusted with the responsibility of administering

the scheme.

CCGRT initiated research studies on segment modules

of various sectors having considerable business

prospects for company secretaries. So far, 23 diverse

segments covering – ITES and BPO, Banking Industry,

Non-Governmental Organizations, Stock Brokers and

Sub-Brokers, Depository Participants, Registrar to an

Issue and Share Transfer Agents, Stock Exchanges,

Credit Rating Agencies, Venture Capital Fund, Mutual

Funds, Merchant Bankers, Tourism Industry, Insurance

Industry, Entertainment Industry, Pharmaceutical

Industry, Power Sector, Por tfolio Managers,

Commodities Markets, Telecommunication Sector,

Food Processing Industry, Co-operative Societies

Textiles and Automobile Industry were finalized and the

reports published in Chartered Secretary for wider

dissemination of information amongst the profession.

12

The project is an ongoing venture and more segments

covering new sectors are proposed to be undertaken.

6.6 Association with outside institutions

In addition to the in-house research being done by the

faculty, research is undertaken in association with

outside experts/professionals. CCGRT has completed

a number of commissioned research projects for

outside agencies /institutions prominent among these

are projects assigned by State Bank of India (SBI),

Indian Institute of Banking & Finance (IIBF), Indian

Banks' Association and the National Stock Exchange of

India Limited.

CCGRT has entered into a Memorandum of

Understanding with the Symbiosis International

University to inter-alia, regularly exchange resources

and hold training programmes for Students on themes

of topical and professional interest.

CCGRT has also entered into a Memorandum of

Understanding with the Indian Institute of Banking &

Finance (IIBF) to inter-alia, develop, offer and hold

seminars, workshops, conferences etc. which would

be of mutual benefit and interest besides designing and

developing a course in Compliance and Risk

Management for banking sector.

7. INFORMATION TECHNOLOGY

7.1 The notable achievements during the year included the

new developments on e-learning, development of ERP

modules, development of Document Management

System (DMS) & Office Automation (OA) portal, Client

Sever application sof tware development &

implementation for Membership and Examination

activities, upgrading application software pertaining to

Students services to cater to the revised syllabus,

Upgrading the Institute's website and initiatives taken

to strengthen and expand the network and its security.

During 2008-09 in addition to the Web Based Training

(WBT) Video Based Training (VBT) and Live Virtual

Class room (LVC) for Foundation Programme and WBT

for Executive Programme were launched.

Enterprise Resource Planning (ERP) Modules as a part

of this COSMIC project have been developed for

catering to the requirements of purchase, accounts,

store and human resource related activities of the

Institute. Document Management System (DMS) &

Office Automation (OA) portal as a part of this COSMIC

project has been developed to facilitate the Institute in

establishing a centralized foolproof secured system

under which all important documents could be

scanned, stored in the computer and retrieved on

demand. Around 5 lacs documents of the Institute

have been scanned and uploaded into this system.

Implementation of a comprehensive Correspondence

Management System, Agenda Management System,

Online Services for Students & Members with payment

gateway and Self Services comprising of Leave

Application, payroll and other reimbursements/claims

in addition to the generic utilities such as net meeting,

chat, discussion forum, etc are a part of these

developed systems. Implementation of centralized

domain controller and Microsoft Exchange Server for

emailing purposes for all offices of the Institute under

single domain was a big achievement during the year

2008-09.

7.2 Upgradation of Technology

Upgrading technology and maintaining uniformity and

standards is a continuous process. Implementation of

software pertaining to Membership related activities

on latest .Net platform, Online module for change of

address by the Members, Upgradation and

implementation of software pertaining to Student

Services related activities due to revision of syllabus

were part of this initiative. Development of software

pertaining to Examination related activities and its

partial implementation was also an achievement

during this year.

The website of the Institute was upgraded and updated

considering the suggestions received from various

stakeholders. ICSI-NIRO was integrated with ICSI

Noida Office through Virtual Private Network (VPN)

with an objective to provide shared band width for

internet connectivity for all users and effective control

of the systems through remote access and

administration. Initiatives were taken to link all seven

major offices of the ICSI i.e. ICSI, Lodi Road, ICSI

Noida, four Regional Offices and ICSI-CCGRT so that

better and efficient services are provided through

13

various components of the COSMIC Project and

website of the Institute. Initiatives were taken to

upgrade the security system in the Institute through

implementation of latest Antivirus software, firewall

equipments and backup software. A Data Security

Policy document was also got prepared in view of the

launching of various online services for the stake

holders.

The regular processes of upgradation of software,

hardware, database management and training to

improve the skill set in the Institute were done on need

basis throughout the year. A pro-active approach has

been adopted to computerize most of the offices of the

Institute at the Regional and the Chapters level to

ensure the best of services through these offices to the

stakeholders.

8. MEMBERS

8.1 New Admissions

During the year under review, 1590 and 268 Members

were admitted as Associates and Fellows respectively.

As on March 31, 2009 the Institute had 14924

Associates and 4943 Fellow Members aggregating to

19867 Members on the Register of Members out of

which 287 were residing abroad. Names of 3222

Members has so far been removed from the Register

on account of non-payment of prescribed fee.

As on March 31, 2009 3088 Members were holding

Certificate of Practice. During the year 427

Certificates of Practice were issued.

The Council regrets to report the sad demise of 24

Members during the year.

8.2 ICSI-ICSA MOU

GATT under WTO provides for opportunities as well as

challenges to professionals the world over. This is

indeed an opportunity to the proactive and forward-

looking professionals. Visualizing these challenges

and opportunities, the Institute has been taking

necessary initiatives to build up the capabilities of its

Members over the years. The MOU with ICSA London

is one such initiative towards globalisation of

profession of Company Secretaries.

During the year, 55 Members sought registration as

Students of ICSA, UK Division under the ICSI-ICSA

MOU. As on date, 971 Members of the Institute have

sought registration as Students of ICSA since the

implementation of MOU with effect from

January 1, 2001.

ICSA examinations were conducted in June and

December 2008 in eight major cities where Regional

Councils, Grade-'A' Chapters are located, viz.,

Ahmedabad, Bangalore, Chennai, Hyderabad, Kolkata,

New Delhi, Mumbai and Pune.

8.3 List of Members

In pursuance of section 19(3) of the Company

Secretaries Act, 1980 read with regulation 161 of the

Company Secretaries Regulations, 1982, a List of

Members as on April 1, 2009 has been published. The

Members' Directory is also available on the website of

the Institute.

8.4 Identity Card for Members

Identity Cards are being issued to the Members on

request on a continuous basis.

8.5 Licentiateship

During the year 134 Students who passed the Final

examination of the Institute were admitted as

Licentiates-ICSI.

The number of Licentiates-ICSI with valid

Licentiateship as on March 31, 2009 stood at 315.

8.6 Placement Services

The Institute at its Headquarters, Regional Councils,

Chapters and ICSI-CCGRT provide placement

assistance to Members. Database of Members

desirous of availing placement services is maintained

and the list of eligible Members is provided to the

corporates for consideration. The Members may

register themselves on line with the placement cell of

the Institute for availing the placement services.

The requirements for the Company Secretaries

received from the corporates are hosted on the

Institute's website and also displayed on the notice

boards of Regional Councils / Chapters. The

14

Institute/Regional Councils/Chapters / CCGRT also

organize Campus interviews. Requirement from 260

Companies were received and biodata were provided

during the year by the Placement Cell.

9. STUDENTS SERVICES

9.1 Registration to Executive Programme

Students are the main asset of the Institute and

accordingly the Institute strives to provide the best

services to them. During the year, a total of 29539

Students were registered as against 20432 in the

previous year for the Executive Programme. The

number of Students with valid registration as on

March 31, 2009 was 79565 as against 69116 for the

corresponding previous year.

9.2 CS Foundation Programme

The CS Foundation Programme for the 10 + 2

Students is becoming increasingly popular. During the

year, 20943 Students were admitted for the Foundation

Programme as against 12089 during the previous year.

The number of Foundation Programme Students as on

March 31, 2009 was 41984 as against 29448 during

the corresponding previous year.

9.3 Coaching

During the year, a total of 27770 coaching completion

certificates were issued to the Students of both oral

and postal coaching as against 20301 coaching

completion certificates issued during the previous

corresponding year.

9.4 Rationalization of the criteria under Postal

Coaching System

Keeping in view the changing times, the Council has

rationalized the criteria for issue of Coaching

Completion Certificate under Postal Coaching Scheme

wherein the number of compulsory Response Sheets

to be submitted by the Students have been brought to

an optimal level, i.e. one Response Sheet each per

subject as against the erstwhile criteria of three

Response Sheets per subject.

9.5 Compulsory Computer Training

Successful completion of Computer Training has been

made compulsory and prerequisite for all the Students

intending to seek enrolment in appearing in the

Intermediate (Executive Programme) Examination

from December, 07 session onwards. The number of

Students admitted to Computer Training Programme

during the financial year 2008-09 is as under:-

- Computer Training Programme (70 hrs) 9268

- On-line exemption test 9884

10. EXAMINATIONS

10.1 Conduct of Examinations

In June, 2008 Company Secretaries Foundation

Course, Intermediate, and Final examinations were

held under the old syllabus ,i.e., as per syllabus

prescribed in the Schedule CCB to the Company

Secretaries Regulations, 1982 and in December,

2008, for the first time, the examinations under the new

syllabus for Foundation Programme and Executive

Programme were held concurrently along with

Foundation Course, Intermediate and Final

examinations under the old syllabus at 66 centres all

over India and one overseas centre in Dubai. A total of

23689 and 30273 candidates sought enrolment for

appearing in June and December, 2008 sessions of

examinations respectively. Number of candidates who

completed various stages of examinations during the

year 2008-09 are given below :

15

STAGE OF EXAM EXAMINATION SESSION

June 2008 December 2008

Foundation Not Applicable 3353Programme

Foundation 2089 270

Executive Not Applicable 3043Programme

Intermediate 3088 1133

Final 1855 1722

List of examination centres and the statistics relating to

examination results are given in Appendix 'C' and

Appendix 'D' respectively.

10.2 Conduct of Post Membership Qualification

(PMQ) Examination

The Institute conducted the Post Membership

Qualification (PMQ) examination in “Corporate

Governance” in June, 2008 and December, 2008

simultaneously with Company Secretaries

examinations. Statistics relating to Post Membership

Qualification (PMQ) examination result is given in

Appendix 'E'.

10.3 All-India Prize Awards

In order to inspire and recognise the brilliant

performance of Students in Company Secretaries

examinations, the Institute has instituted a number of

awards. The following Students won the President's

All-India Awards for June and December, 2008

examinations :

Pt. Nehru Birth Centenary Annual Award was won by

Mr. Nikhil Satyanarayan Jaju of Aurangabad. The

particulars of other prize winners along with existing

all-India Prize Schemes, Regional and Chapter Prize

Schemes were published in the Institute's official

bulletins 'Student Company Secretary' and 'C. S.

Foundation Course Bulletin'.

10.4 Merit Certificates/Merit Scholarships/Financial

Assistance

Merit Certificates were awarded to 25 top-ranked

successful Students each in Foundation Programme /

Foundation Course, Executive Programme /

Intermediate and Final examinations held in June, 2008

as well as in December, 2008.

Pursuant to Merit Scholarship Scheme, Scholarships

were awarded to first 15 toppers qualifying all papers

of Foundation Programme/Foundation Course and

Executive Programme/Intermediate examinations in

the first attempt in June, 2008 as well as December,

2008 sessions of examination for pursuing further

studies for the Executive Programme/Intermediate and

Professional Programme/Final Course of Company

Secretaries examinations respectively. Likewise,

under the Merit-cum-Means Assistance Scheme,

financial assistance were granted to eligible

candidates considering their economic background

and meritorious performance in June, 2008 and

December, 2008 examinations.

11. TRAINING

11.1 Empanelment of Companies / Company

Secretaries in Practice for imparting training

The Institute continued to make efforts to expand its

training base by empanelling more Companies as well

as Practising Company Secretaries for providing

training to Students. During the year, 319 Companies

were empanelled for imparting 15 months training and

111 Companies for imparting 3 months' practical

training.

212 Practising Company Secretaries were empanelled

for imparting training.

Total No. of Companies empanelled for imparting 15

months & 3 months practical training is 3590 and

2710 respectively and total No. of Practising Company

Secretaries empanelled for imparting training is 1669.

11.2 Training Orientation Programme (TOP)

During the year, 67 Training Orientation Programmes

were organized. A total of 2529 Students successfully

completed the same.

11.3 Academic Development Programme

During the year, 41 Academic Development

Programmes were conducted. A total of 1895

Students attended the same.

16

Examination June, 2008 Centre Dec, 2008 Centre

Intermediate/ Ms. Garima Jodhpur Ms. Mamta JodhpurExecutive Agarwal JainProgramme

Final Sh. Dhaval Ahme- Mr. Gagan KolkataNavinchandra dabad Jain Vohera

Extensive coverage to CS Career was provided through

Publication of Career Features/ Press Interviews &

Press Releases in several editions of leading National

and Business newspapers.

15 Press Conferences were held at various Regional

Councils/ Chapters thus providing all India mileage to

the ICSI.

12.4 Career Awareness

1500 Career Awareness Programmes were held

across the Country with a view to spread awareness

about the CS Course with a lot of emphasis on the

small and moffussil cities and towns. Career

Awareness Weeks I & II were also organized in

coordination with Regional Councils/Chapters

throughout the length & breadth of the country.

For Career Awareness in Remote/Rural/Moffussil

areas of the country 71 Counsellors were appointed by

the Institute to popularize the CS course and attract the

talent lying untapped in these areas.

13. FINANCES

13.1 Surplus

A surplus of Rs. 2285.27 Lacs was recorded for the

current year as compared to Rs. 412.06 Lacs during

the previous year.

13.2 Reserves

(a) Capital Reserve

The Capital Reserve stood at Rs. 124.50 Lacs as on

March 31, 2009 as against Rs. 97.97 Lacs as on

March 31, 2008.

(b) General Reserve

The General Reserve stood at Rs. 6213.27 Lacs as on

March 31, 2009, as against Rs. 3867.69 Lacs as on

March 31, 2008.

13.3 Statutory and Internal Auditors

M/s. Thakur, Vaidyanath Aiyar & Co., Chartered

Accountants, New Delhi were appointed as Statutory

Auditors of the Institute for the year ended March 31,

2009. The Auditors' Report is published along with the

statements of accounts.

17

11.4 Secretarial Modular Training Programme

(i) Regular SMTP

During the year, 30 regular Secretarial Modular Training

Programmes (SMTPs) were conducted. A total of

1517 candidates successfully completed the same.

(ii) Residential SMTP

During the year, ICSI-CCGRT organized 5 Residential

SMTPs. 157 candidates attended the programme.

12. BRAND BUILDING / MEDIA VISIBILITY

12.1 Logo Designing and Publicity

The new Logo of ICSI and CS Logo for Members were

designed through the National Institute of Design.

Stickers for the same were distributed to the Regional

Councils / Chapters and Members respectively to

create greater visibility for the Institute and its

Members. Massive publicity for the new Logo was

generated through release of corporate and student

advertisements with new Logo.

12.2 Advertisements

Advertisements were released in Corporate and

Business Magazines and Advertisements for Students

were released in National /Regional Newspapers

across India.

12.3 Media Coverage

The Institute in its constant endeavour for brand

building gained extensive coverage on the CS Course

& Profession in the Electronic media throughout the

year by way of various Seminar telecasts/ Live Panel

discussions/ Scrollers, Radio Spots ensuring all India

visibility of the Institute. 14 programmes on CS were

broadcast on AIR, AIR FM, 80 TV Interviews on CS

Course & Profession to various TV Channels were

telecast. Exclusive Reports and Scrolls on various

topics and seminar coverages were aired/ covered by

31 TV Channels (also covered repeat telecasts) thus

providing cost-free visibility to the Institute.

48 Press Interviews, 47 Career Features and 219 Press

Releases were covered in more than 400 Newspapers

having several editions across India.

M/s. G C Sharda & Co., Chartered Accountants, New

Delhi were re-appointed as the Internal Auditors of the

Institute for the year ended March 31, 2009.

13.4 Capital Grant and Loan to the Regional Councils

and Chapters

Grant of Rs. 15.15 Lacs was given to the Chapters for

acquiring office premises during the year.

14. COMPANY SECRETARIES BENEVOLENT FUND

(CSBF)

CSBF had a strength of 6611 life Members as on

March 31, 2009 against 5961 life Members as on

March 31, 2008 as per region-wise break-up given

below :

stRegion As on 31 March

2009 2008

EIRC 506 469

NIRC 2205 1854

SIRC 1716 1603

WIRC 2131 1983

Foreign 53 52

An amount of Rs.3.14 Lacs being the surplus of

Income over Expenditure for the current year was

transferred to General Reserve Fund as compared to

Rs. 2.16 Lacs transferred during previous year.

Capital Fund and General Reserve Fund of the CSBF as

on March 31, 2009 stood at Rs.244.88 Lacs and

Rs.66.02 Lacs respectively against Rs.175.89 Lacs

and Rs.62.89 Lacs as on March 31, 2008.

15. HUMAN RESOURCE DEVELOPMENT

15.1 Introduction of ERP System

In order to improve the overall efficiency of the

employees and also to eliminate the manual process,

the Institute has introduced the ERP system with

regard to absence management / maintenance of leave

records / MIS w.e.f. April 28, 2009.

18

15.2 Implementation of revised Pay & Allowances

In order to retain the best talents and also to motivate

the employees, the Council of the Institute considered

the 6th Central Pay Commission Report as accepted

by the Government of India and was pleased to revise

the Pay Scales in respect of existing grades and posts

in the Institute on the lines of the recommendations of

the 6th Central Pay Commission.

15.3 Training & Development

During the year, 129 Executives & 22 Staff Members

were nominated to attend various training

programmes/workshops including National

Conferences/Seminars on important topics such as

Workshop on Research Methods & Research Paper

Writing, World Bank Round Table on World Trade

Indicators 2008, Cost Reduction Tools & Techniques,

and Transforming Educational Institutions for Global

Opportunities. Further, all the staff Members attended

One day Workshop on Change Management.

15.4 Succession Planning

As a part of succession planning development

mechanism including career planning, a number of

employees were promoted/transfer red/new

appointments made for resultant/new vacancies.

15.5 Staff Welfare Schemes

(a) Employees were sponsored/ referred to

M/s Escorts Heart Institute, under Preventive

Medical Health Check-up Scheme.

(b) Two employees were awarded Cash Awards of

Rs.3,000 & Rs.10,000 for acquiring Professional

Qualification under the newly launched Incentive

Scheme, instituted for acquiring higher

Professional Qualifications.

15.6 Medical benefits to superannuated employees

As a part of welfare measure, the Council of the

Institute was pleased to extend the medical

hospitalisation benefits for both “Major & Minor

Diseases” to the employees of the Institute who retired

from the services of the Institute on attaining the age of

superannuation and were granted superannuation

pension.

15.7 Employees Relation & Welfare

As on March 31, 2009, the manpower strength of the

Institute was 237, which comprised around 30% in

female workforce

The relation between the employees and the

Management remained cordial. Various issues raised

by the ICSI Employees' Union were mutually

deliberated and amicably resolved. The ICSI

Employees' Union assured to extend their

wholehear ted continuous support in providing

efficient services to the Students/Members and other

stake holders.

16. FUTURE OUTLOOK

When the present is proactive, positive and pleasant,

the future of the profession is bound to be glorious. At

present the vibrations from the economic earthquake

are making the corporate world a bit shaky. These are

inevitable and although unwelcome consequences of

integration of the national economy with the world

economy, these may be likened to teething troubles of

the process of global economic integration. For the CS

profession the current scenario provides ample

opportunities for carrying forward the torch of good

corporate governance and promoting the CS

professionals as world class governance

professionals.

.

17. ACKNOWLEDGEMENTS

The Council places on record its gratitude to the

various Ministries and Offices of the Central

Government, particularly the Ministry of Corporate

Affairs, SEBI, Stock Exchanges, RBI, and other

regulatory authorities for their help, guidance and

support to development of the profession and

encouraging the activities of the Institute during the

year. The Council is also grateful to various State

Governments, Financial/ Industrial/ Investment

Institutions/Corporate Sector, various Chambers of

Commerce, Trade Associations and other Agencies in

general in availing the services of Members of the

Institute and in recognizing their expertise.

The Council also places on record its deep

appreciation to the Members of the Quality Review

Board, Core Group on ICSI Vision 2020, Secretarial

Standard Board, Expert Advisory Board, Editorial

Advisory Board and Disciplinary Committee of the

Institute. The Council places on record its thanks to the

Regional Councils and Chapters for extending their

whole-hearted co-operation and support and also to

the Officers and Staff of the Institute for their

unflinching commitment and devotion to their duties.

For and on behalf of the Council

Place : New Delhi (Datla Hanumanta Raju)

Date : 28.08.2009 PRESIDENT

19

EXECUTIVE COMMITTEE

Datla Hanumanta Raju Chairman

Vinayak S Khanvalkar Member

Keyoor Bakshi Member

Pradeep K Mittal Member

Anil Murarka Member

A K Srivastava Member

FINANCE COMMITTEE



Nesar Ahmad Member

S R Bansal Member

Milind B Kasodekar Member

R Sridharan Member

EXAMINATION COMMITTEE



Sudhir Babu C Member

Anil Murarka Member

Sanjay Grover Member

PROFESSIONAL DEVELOPMENT COMMITTEE



S R Bansal Member

Lalit Bhasin Member


Preeti Malhotra (Ms.) Member


B Narasimhan Member

Harish K Vaid Member

A K Srivastava Member

Prithvi Haldea Member

TRAINING AND EDUCATIONAL FACILITIES COMMITTEE

Vinayak S Khanvalkar Chairman

Nesar Ahmad Member

S N Ananthasubramanian Member


Ashok Chandra* Member

Biswa Behari Chatterjee Member

Ghanshyam Dass Member


Anil Murarka Member

R Sridharan Member

PRACTICING COMPANY SECRETARIES COMMITTEE

Sanjay Grover Chairman

Nesar Ahmad Member




Anil Murarka Member

R Sridharan Member



CCRT MANAGEMENT COMMITTEE

S N Ananthasubramanian Chairman




B Narasimhan Member

PMQ COURSE COMMITTEE




Anil Murarka Member


APPENDIX 'A'

STANDING AND OTHER COMMITTEES OF THE COUNCIL

20

INFORMATION TECHNOLOGY COMMITTEE

Milind B Kasodekar Chairman



B Narasimhan Member

R Sridharan Member

COORDINATION COMMITTEE




CORPORATE LAWS AND GOVERNANCE COMMITTEE

Pradeep K Mittal Chairman



Anil Murarka Member

R Sridharan Member

CAPITAL MARKETS COMMITTEE

B Narasimhan Chairman

Nesar Ahmad Member




Prithvi Haldea Member

ICSI BUILDING COMMITTEE

R N Bansal Chairman

Nesar Ahmad Member

Girish Ahuja Member





SECRETARIAL STANDARDS BOARD

S V Subramanian Chairman

Sanjeev Agrawal (Dr.) Member

K Narayanaswamy Member

S V Rama Krishna Member

G Raghu Babu Member



G Hariharan Member

K S Ravichandran (Dr.) Member

S C Vasudeva Member

Nominee of MCA Member

V C Kothari, Nominee of ICWAI Member

Uttam Prakash Agarwal(Nominee ICAI) Member

Nominee of SEBI Member

EDITORIAL ADVISORY BOARD

S Balasubramanian Chairman

B A Agarwal (Dr.) Member

G P Agarwal Member

G R Bhatia Member

Renu Budhiraja (Ms.) Member

Dhan Raj Member

Delep Goswami Member

Sanjeev Kumar (Dr.) Member



T V Narayanaswamy Member

R S Nigam (Prof.) Member

Vinod K Singhania (Dr.) Member

S K Verma (Dr.) (Mrs.) Member

Pavan Kumar Vijay Member

21

EXPERT ADVISORY BOARD

K R Chandratre (Dr.) Chairman

A Sivadasan Member

Mahesh Anant Athavale Member


Naina R Desai (Ms.) Member

Lalit Jain Member

U P Mathur Member

Jyotin Kantilal Mehta Member

Malathi Mohan (Ms.) Member

J Krishna Murthy Member

Rashida Hatim Adenwala (Ms.) Member

T V Narayanaswamy Member

T N Pandey Member

Savithri Parekh (Ms.) Member

K S Ravichandran (Dr.) Member

S V Subramanian Member

Pavan Kumar Vijay Member

BOARD OF DISCIPLINE

Pradeep K Mittal Presiding Officer


N K Jain Member(Ex-Officio)

DISCIPLINARY COMMITTEE


S K Agnihotri (IAS Retd.) Member


Lalit Bhasin Member

S P Narang (Dr.) Member

QUALITY REVIEW BOARD

Bhagawat Swarup Chairman


Rakesh Chandra Member

Ravi Kastia Member


22

* Sh. Ashok Chandra has since resigned from the Council of the Institute in January 2009

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APPENDIX 'C'

LIST OF EXAMINATION CENTRES DURING THE YEAR 2008-09

1. Agra 36. Kolkata (North)

2. Ahmedabad 37. Kolkata (South)

3. Ajmer 38. Lucknow

4. Allahabad 39. Ludhiana

5. Ambala 40. Madurai

6. Aurangabad 41. Mangalore

7. Bangalore 42. Meerut

8. Bareilly 43. Mumbai (CG)

9. Bhilwara 44. Mumbai (GKT)

10. Bhopal 45. Mumbai (JOG)

11. Bhubaneswar 46. Mysore

12 Calicut 47. Nagpur

13. Chandigarh 48. Nashik

14. Chennai (South) 49. Noida

15. Chennai (West) 50. Panaji

16. Coimbatore 51. Patna

17. Dehradun 52. Puducherry

18. Delhi (East) 53. Pune

19. Delhi (North) 54. Raipur

20. Delhi (South) 55. Rajkot

21. Delhi (West) 56. Ranchi

22. Ernakulam 57. Shimla

23. Faridabad 58. Srinagar

24. Ghaziabad 59. Surat

25. Gurgaon 60. Thane

26. Guwahati 61. Thiruvananthapuram

27. Hubli-Dharwad 62. Tiruchirapalli

28. Hyderabad 63. Udaipur

29. Indore 64. Vadodara

30. Jaipur 65. Varanasi

31. Jammu 66. Vijayawada

32. Jamshedpur 67. Visakhapatnam

33. Jodhpur 68. Yamuna Nagar

34. Kanpur 69. Overseas Centre–Dubai

35. Kolhapur

STATISTICS ON EXAMINATION RESULTS

JUNE, 2008 SESSION

APPENDIX 'D'

STAGE OF NUMBER OF CANDIDATES

EXAMINATION ENROLLED APPEARED PASSED

FOUNDATION 4459 3836 2089

INTERMEDIATE *

GROUP - I 9839 7965 3959

GROUP – II 7982 6514 3087

FINAL #

GROUP - I 3718 3184 1919

GROUP – II 3520 2967 1913

GROUP – III 3829 3237 2239

* 2864 Candidates appeared for Intermediate Both Groups out of whom 1082 Candidates passed Both Groups.

# 1497 Candidates appeared for Final All Groups out of whom 677 Candidates passed All Groups.

STAGE OF NUMBER OF CANDIDATES

EXAMINATION ENROLLED APPEARED PASSED

FOUNDATION 5322 4837 3256PROGRAMME

FOUNDATION 575 469 270

EXECUTIVE PROGRAMME *

MODULE - I 9886 8161 4203

MODULE – II 8138 6517 3316

INTERMEDIATE**

GROUP - I 2281 1785 564

GROUP – II 3023 2449 1001

FINAL#

GROUP - I 4905 4247 2241

GROUP - II 4572 3891 1717

GROUP - III 4641 3973 1786

* 3721 Candidates appeared for Executive Programme Both Modules out of whom 1587 Candidates passed Both Modules .

** 650 Candidates appeared for Intermediate Both Groups out of whom 110 Candidates passed Both Groups .

# 2066 Candidates appeared for Final All Groups out of whom 735 Candidates passed All Groups.

DECEMBER, 2008 SESSION

25

APPENDIX 'E'

26

DECEMBER, 2008 SESSION

JUNE, 2008 SESSION

POST MEMBERSHIP QUALIFICATION (PMQ) in 'CORPORATE GOVERNANCE'

EXAMINATION RESULTS

* 3 Candidates appeared in Both Groups of PMQ Examination out of whom 2 Candidates passed Both Groups

PMQ NUMBER OF CANDIDATES

ENROLLED APPEARED PASSED

GROUP - I 9 9 6

GROUP – II 5 3 2

EXAMINATION*

* 1 Candidate appeared and passed in Both Groups of PMQ Examination

PMQ NUMBER OF CANDIDATES

ENROLLED APPEARED PASSED

GROUP - I 5 4 1

GROUP – II 7 5 4

EXAMINATION*

st1. We have audited the attached Balance Sheet of The Institute of Company Secretaries of India as at 31 March, 2009 and also the

Income & Expenditure Account annexed thereto for the year ended on that date. The accounts of the Institute's Centre for Corporate

Research and Training (CCRT), Navi Mumbai, four Regional Offices and their 69 Chapters have been audited by other Auditors and

that their reports have been incorporated and duly considered while preparing our Report.

These financial statements are the responsibility of Institute's Management. Our responsibility is to express opinion on these

financial statements based on our audit.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit

includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also

includes, assessing the accounting principles used, significant estimates made by the Management as well as evaluating the overall

financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

3. Attention is invited to the facts stated in the following paragraphs:-

(i) As referred to in Note No. 7 in Schedule 21, Reconciliation of Inter-Unit accounts between Head Quarters and Regional Offices as

well as Chapters, which include transactions relating to various grants given by Headquarters, on account of publications stock,

reimbursement of expenses, building and other reserves, etc over the years is still in progress as such the effect of the same on

the account on due reconciliation/adjustment thereof cannot be indicated at this stage.st(ii) As referred to in Note No. 8 (a) in Schedule 21 Fixed Assets of 8 Chapters having a written down value of Rs. 4,22,821 at 31

March, 2009 have been incorporated in the Fixed Assets schedule as details of original cost and accumulated depreciation

provided till date are not available for restatement of the figures of Gross Cost of such assets. Effect of such amounts on the

accounts on due restatement/adjustment thereof, in Management's view, would not be material.

4. Further to our comments referred to in paragraphs 1 to 3 above, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

purpose of our audit;

(b) The Balance Sheet and the Income and Expenditure Account dealt with by this Report are in agreement with the books of account;

(c) In our opinion, the Balance Sheet and the Income and Expenditure Account dealt with by this Report comply with the accounting

standards to the extent they are applicable.

(d) Subject to items contained in Paragraph (3) (i) and (ii) above to which attention have been drawn and the consequential effect of

adjustment on the value of assets, liabilities, the quantum of income and expenditure and their effect on the surplus for the year

(which are unascertainable), in our opinion and to the best of our information and according to the explanations given to us, the

said accounts read together with the Accounting Policies and Notes thereon, give a true and fair view in conformity with the

accounting principles generally accepted in India;st(i) in the case of the Balance Sheet, of the state of affairs of the Institute as at 31 March, 2009; and

(ii) in the case of the Income and Expenditure Account, of the surplus of the Institute for the year ended on that date.

For Thakur, Vaidyanath Aiyar & Co.Chartered Accountants

Place : New DelhiDate : 28th August, 2009

(M. P. Thakur)Partner

M. No. 052473

27

THAKUR, VAIDYANATH AIYAR & CO.Chartered AccountantsNew Delhi, Mumbai, Kolkata, Chennai,Patna, Hyderabad and Chandigarh

221-223, Deen Dayal MargNew Delhi - 110 002

Phones : 011-23236958-60-23237772Fax : 011-23230831

E-mail : [email protected], [email protected]

THE INSTITUTE OF COMPANY SECRETARIES OF INDIABALANCE SHEET AS AT 31st MARCH 2009 (In Rupees)

PARTICULARS SCHEDULE As at As at 31st March 2009 31st March 2008

SOURCES OF FUNDS

Capital Reserve 1 12,450,070 9,797,070

General Reserve 2 621,326,973 386,769,379

ICSI National Award for Excellence in

Corporate Governance Fund 3 20,283,070 10,000,000

Staff Training Fund 4 12,207,113 11,632,083

Leave Encasment Fund 5 31,572,399 20,545,256

ICSI Student Education Fund 6 7,695,000 2,500,000

Endowment for Prize Award Fund 7 1,245,810 -

Employees' Compensation Reserve 8 25,990,843 50,000,000

Performance Related Incentive Fund 9 1,000,000 -

TOTAL 733,771,278 491,243,788

APPLICATION OF FUNDS

Fixed Assets 10

Gross Block 276,647,073 244,680,233

Less : Depreciation and Amortisation 114,569,953 110,542,309

Net Block 162,077,120 134,137,924

Add : Capital Work in Progress 17,169,104 9,588,303

179,246,224 143,726,227

Investments 11 277,287,474 208,773,185

Current Assets, Loans and Advances

Current Assets 12

Stocks in hand 2,563,535 1,403,206

Sundry Debtors 2,938,606 2,396,797

Cash and Bank Balances 381,479,323 203,612,379

Other Current Assets 23,101,051 30,872,202

Loans and Advances 13 16,928,434 7,801,807

427,010,949 246,086,391

Less : Current Liabilities and Provisions 14

Current Liabilities 148,211,258 105,024,416

Provisions 1,562,111 2,317,599

Net Current Assets 277,237,580 138,744,376

TOTAL 733,771,278 491,243,788

28

ACCOUNTING POLICIES AND NOTES TO ACCOUNTS 21

Schedules referred to above form an integral part of the Balance Sheet.

As per our report of even date attached

S K Arora N K Jain Vinayak S Khanvalkar D Hanumanta Raju

For THAKUR, VAIDYANATH AIYAR & CO. Director (F & A) Secretary & CEO Vice-President President

Chartered Accountants

Council Members (in alphabetical order)

Anil Murarka B Narasimhan B B Chatterjee

Keyoor Bakshi Milind B Kasodekar Pradeep K Mittal

Prithvi Haldea R Sridharan Sudhir C Babu

S R Bansal

(M P Thakur) PartnerMembership No. 052473

Place : New DelhiDated : 28.08.2009

29

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA INCOME & EXPENDITURE ACCOUNT FOR THE YEAR ENDED 31st MARCH 2009 (In Rupees)

PARTICULARS SCHEDULE For the year ended

31st March 2009 31st March 2008

INCOME

Fees 15 437,754,688 259,545,996

Sale of Publications 24,913,255 10,444,230

Interest on Investments 37,447,074 28,054,733

(net of allocation to earmarked fund Rs.35,74,100; PY Rs.25,87,000 and

including Tax deducted at source Rs.4,43,210; PY Rs.1,84,568)

Programmes / Seminars 58,516,638 41,030,784

(including Tax deducted at source Rs.1,36,279; PY Rs.1,69,510)

Other Income 16 14,291,250 11,504,033

TOTAL 572,922,905 350,579,776

EXPENDITURE

Establishment 17 104,533,547 69,453,135

Postal and Oral Tuition 44,682,351 30,335,805

Publications 7,945,378 2,585,029

Stationery 5,142,025 4,201,477

Journal and Bulletins 14,048,228 12,049,882

Examinations 22,246,673 15,101,793

Communication 18 8,653,636 7,542,727

Travelling and Conveyance 6,531,221 5,443,833

Professional Development Programmes 42,016,275 30,557,439

Career Awareness and Promotion 19,123,235 13,038,930

Others 19 26,916,858 25,464,334

Scientific Research Activities 20 30,096,055 20,249,555

Depreciation 12,069,137 12,623,582

Contribution/Appropriation to Trusts /Funds

(Refer Policy No. 8, Schedule 21)

ICSI Student Education Fund 5,000,000 2,500,000

C G Award Fund 10,000,000 5,551,010

ICSI Employees Hospitalisation Trust 1,500,000 550,000

C S Benevolent Fund 5,000,000 1,575,000

ICSI Employees Benevolent Fund 1,500,000 550,000

Performance Related Incentive Fund 1,000,000 -

368,004,619 259,373,531

Excess of Income over Expenditure 204,918,286 91,206,245

Add : Transfer from Employees' Compensation Reserve 24,009,157 -

Less : Appropriation towards Employees' Compensation Reserve - 50,000,000

Less : Appropriation towards Building Reserve 400,000 -

Balance Transferred to General Reserve 228,527,443 41,206,245

TOTAL 572,922,905 350,579,776

ACCOUNTING POLICIES AND NOTES TO ACCOUNTS 21


As per our report of even date attached








S R Bansal



ICSI NATIONAL AWARD FOR EXCELLENCE IN CORPORATE GOVERNANCE FUND SCHEDULE 3

PARTICULARS As at 31st March 2009 As at 31st March 2008

As per last Balance Sheet 10,000,000 4,638,186 Add : Contribution during the year 10,000,000 5,551,010

: Receipts during the year 495,000 1,910,000 : Interest on Investment of Rs. 100.00 lacs @ 8% p.a. GOI Bonds (Against amount earmarked in Schedule 11) 800,000 370,000

11,295,000 7,831,010

Less: Amount utilised during the year 1,011,930 10,283,070 2,469,196 5,361,814

TOTAL 20,283,070 10,000,000

GENERAL RESERVE SCHEDULE 2


As per last Balance Sheet 386,769,379 351,242,230

Less : Adjusted against Loan to Regional Councils and Chapters 564,417 387,333,796 10,241,679 341,000,551

Other Adjustments (Refer Note No. 7(a) of Schedule 21) 5,465,734 4,562,583

Surplus for the year transferred from Income & Expenditure Account 228,527,443 41,206,245

TOTAL 621,326,973 386,769,379

CAPITAL RESERVE SCHEDULE 1



Add: Entrance Fees - Associate Members 2,385,000 1,678,500

- Fellow Members 268,000 2,653,000 249,000 1,927,500

TOTAL 12,450,070 9,797,070

30


As per last Balance Sheet 2,500,000 -

Add : Contribution during the year 5,000,000 2,500,000

: Interest on Investment of Rs. 25.00 lacs @8% p.a. GOI Bonds (Amount earmarked in Schedule 11) 200,000 -

7,700,000 2,500,000

Less : Amount utilised during the year 5,000 -

TOTAL 7,695,000 2,500,000

ICSI STUDENT EDUCATION FUND SCHEDULE 6



Add : Contribution during the year 10,358,519 4,860,087

: Interest on Investment of Rs. 205.45 lacs @ 8% p.a. GOI Bonds (Amount earmarked in Schedule 11) 1,643,600 1,317,000

12,002,119 6,177,087

Less: Amount utilised during the year 974,976 11,027,143 2,100,481 4,076,606

TOTAL 31,572,399 20,545,256

LEAVE ENCASHMENT FUND SCHEDULE 5

STAFF TRAINING FUND SCHEDULE 4



Add : Interest on Investment of Rs.116.32 lacs @ 8% p.a. GOI Bonds (Amount earmarked in Schedule 11) 930,500 900,000

930,500 900,000

Less: Amount utilised during the year 355,470 575,030 512,846 387,154

TOTAL 12,207,113 11,632,083

31


Amount transferred from Liabilities for - Endowment for Prize Awards 1,359,255

Add : Amount received during the year 247,775 -

: Interest earned on Investments 133,828 -

1,740,858 -

Less : Amount utilised during the year 495,048 -

TOTAL 1,245,810 -

ENDOWMENT FOR PRIZE AWARD FUND SCHEDULE 7


As per last Account 50,000,000 -

Add : Amount transferred from Income & Expenditure A/c - 50,000,000

50,000,000 50,000,000

Less : Amount utilised during the year transferred to Income & Expenditure A/c (Refer Note No. 5 of Schedule 21) 24,009,157 -

TOTAL 25,990,843 50,000,000

EMPLOYEES COMPENSATION RESERVE SCHEDULE 8


As per last Balance Sheet - -

Add : Contribution during the year 1,000,000 -

1,000,000 -

Less : Amount utilised during the year transferred to Income & Expenditure A/c - -

TOTAL 1,000,000 -

PERFORMANCE RELATED INCENTIVE FUND SCHEDULE 9

32

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34

PARTICULARS DATE OF AS ON ADDITIONS DELETIONS AS ON

MATURITY 01.04.2008 31.03.2009

(A) FIXED DEPOSITS

i) Housing and Urban Development Corporation

10.50% 06.07.2008 5,000,000 - 5,000,000 -

10.50% 27.09.2008 2,000,000 - 2,000,000 -

10.50% 10.10.2008 5,000,000 - 5,000,000 -

10.50% 10.10.2009 - 10,000,000 - 10,000,000

9.25% 05.10.2010 4,000,000 - - 4,000,000

8.50% 06.10.2011 10,000,000 - 10,000,000 -

8.50% 23.11.2011 15,000,000 - 15,000,000 -

8.75% 03.12.2012 28,000 - - 28,000

ii) Industrial Development Bank of India

9.50% 22.10.2012 to

10.11.2012 23,500,000 - - 23,500,000

9.00% 13.11.2012 2,000,000 - 2,000,000 -

10.60% 13.11.2010 - 17,869,051 - 17,869,051

iii) Others

9% Tamilnadu Power Finance & Infrastructure Dev. Corpn. Ltd. 3.8.2008 200,000 - 200,000 -

9.70% ICICI Home Finance - 150,000 - 150,000

7.50 & 8.00% Tamilnad Transport Development Finance

Corporation Ltd. 158,494 116,129 140,000 134,623

Total (A) 66,886,494 28,135,180 39,340,000 55,681,674

(B) BONDS

i) Govt. of India Savings (8%) Taxable Bonds

a) Cumulative (Half -yearly) 19.05.2009 to

19.09.2009 7,000,000 - - 7,000,000

07.10.2009 to

29.12.2009 18,462,000 - - 18,462,000

05.03.2011 50,000 - 50,000

07.12.2011 2,000,000 - - 2,000,000

18.7.03 to 18.7.09 800,000 - - 800,000

22.11.04 to 22.11.10 4,200,000 - - 4,200,000

25.11.05 to 25.11.11 800,000 - - 800,000

9.5.06 to 9.5.12 1,000,000 - - 1,000,000

b) Non-Cumulative (Half -yearly) 15.10.2009 to

27.12.2010 32,000,000 - - 32,000,000

18.09.2010 to

09.12.2010 41,000,000 - - 41,000,000

11-19.10.2011 12,500,000 - - 12,500,000

ii) Housing and Urban Development Corporation Ltd. 15.11.2006 to

8 ( PY 8) Bonds @ 8.75% of Rs. 10 Lacs each 15.11.2011 8,000,000 - - 8,000,000

iii) ICICI Bank Ltd.

378 (PY Nil) Bonds @ 9.85% of Rs.10,000 each 10.02.2013 3,780,000 - - 3,780,000

iv) Power Finance Corporation Ltd.

9 (PY 'Nil') Bonds @ 11.10% of Rs.10 lacs each 28.09.2017 - 9,000,000 - 9,000,000

v) Rural Electrification Corporation Ltd.

10 (PY 10) Bonds @ 9.85% of Rs.10 lacs each 28.09.2017 10,000,000 - - 10,000,000

Total (B) 141,592,000 9,000,000 - 150,592,000

(C) MUTUAL FUNDS

18928 (PY 30) Units of UTI Liquid Fund 37,356 57,000,000 30,101,390 26,935,966

1268438 (PY 4698) Units of SBI Magnum Fund 80,825 34,600,000 10,603,501 24,077,324

10 lac Units (PY 'Nil') SBI Debt Fund Series - 10,000,000 - 10,000,000

10 lac Units (PY 'Nil') Canara Robeco MF Collections - 10,000,000 - 10,000,000

Total (C) 118,181 111,600,000 40,704,891 71,013,290

(D)UTI (6.75%) BONDS 176,000 - 176,000 -

(E) Shares with Satchidanand CHS Ltd.(51 Shares of Rs.10 each) 510 - - 510

GRAND TOTAL (A+B+C+D+E) 208,773,185 148,735,180 80,220,891 277,287,474

SCHEDULE 11INVESTMENT - AT COST

NAV of the Mutual Fund Units as at 31.3.2009 is Rs.734.48 lacs (PY 'not available').* includes Fixed Deposits/Bonds valued at Rs.12.46 lacs (PY Rs.13.59 lacs -Schedule 14) towards Endowments for Prize Award Fund (Refer to Schedule 7).# Includes Bonds valued at :(i) Rs.202.83 lacs (PY Rs.100.00 lacs) towards Corporate Governance Award Fund (Refer Schedule 3).(ii) Rs.122.07 lacs (PY Rs.116.32 lacs) towards Staff Training Fund (Refer Schedule 4).(iii) Rs.315.72 lacs (PY Rs.205.45 lacs) towards Leave Encashment Fund (Refer Schedule 5).

CURRENT ASSETS SCHEDULE 12

* Includes Rs.61,71,031 (PY Rs.52,950) under Linked Term Deposits.

** Includes Rs.1,20,000 (PY Rs.1,20,000) pledged with Canara Bank for Bank Gurantees issued in favour of Postal Authority .


Stock (valued, taken and certified

by the Management)

Publications 1,924,587 94,947

Study Material 131,307 57,922

Others 507,641 2,563,535 1,250,337 1,403,206

Sundry Debtors

Outstanding for more than six months

- considered good 119,297 261,605

- considered doubtful 235,100 113,050

354,397 374,655

Others (considered good) 2,819,309 2,135,192

3,173,706 2,509,847

Less : Provision for Bad & Doubtful Debts 235,100 113,050

2,938,606 2,396,797

Cash and Bank Balances

Cash , Cheques/ Drafts/Postal Orders,

Postage Stamps/ Franking units 3,306,558 3,321,741

With Scheduled Banks

Savings Bank accounts * 62,908,603 43,556,263

Short/Long Term Deposits ** 294,075,570 147,034,673

360,290,731 193,912,677

Interest accrued on Term Deposits 21,188,592 381,479,323 9,699,702 203,612,379

Other Current Assets

Interest Accrued on Investments 22,954,665 30,117,674

Trusts 146,386 23,101,051 754,528 30,872,202

TOTAL 410,082,515 238,284,584

35

LOANS AND ADVANCES SCHEDULE 13


LOANS

Regional Councils/Chapters for buildings 10,320,079 10,241,679

Less: Adjusted against General Reserve (10,320,079) - (10,241,679) -

ADVANCES

Employees (including interest accrued thereon

Rs. 6,56,743; PY Rs. 6,84,558) 2,028,233 2,127,671

Others : considered good 10,082,229 3,171,753

considered doubtful 175,114 175,114

10,257,343 3,346,867

Less: Provision for Bad & Doubtful Debts 175,114 175,114

10,082,229 3,171,753

Prepaid Expenses 904,333 798,863

Security Deposits (includes Rs. 'Nil' ;

PY Rs.2,284) with Post Office 3,913,639 1,703,520

TOTAL 16,928,434 7,801,807

* Contra against Rs.13,59,255; (PY Rs.13,44,255) in Schedule 11.

CURRENT LIABILITIES AND PROVISIONS SCHEDULE 14


LIABILITIES

Received in Advance

- Student Registration Fee 68,898,286 43,268,238

- Others 5,339,350 74,237,636 5,548,077 48,816,315

Sundry Creditors 27,850,224 27,885,987

Expense Payable 21,065,408 17,028,086

Library Security Deposit 6,083,903 2,053,771

Benevolent Funds

- Company Secretaries 6,787,184 2,361,503

- Employees 1,588,885 8,376,069 558,447 2,919,950

Endowment for Prize Awards * - 1,359,255

Amount Payable to Fund /Trust 10,598,018 4,961,052

148,211,258 105,024,416

PROVISIONS

Property Tax 1,562,111 2,317,599

TOTAL 149,773,369 107,342,015

36

PARTICULARS For the year ended




FEES FROM MEMBERS AND STUDENTS SCHEDULE 15

Members

Annual Fees 27,847,302 26,541,254

Other Fees 347,500 28,194,802 51,000 26,592,254

Licentiates 261,550 56,800

Students

Registration Fees 39,704,480 26,704,527

Exemption Fees 11,857,435 5,303,810

Postal Tuition Fees 238,827,209 115,185,090

Examination Fees 72,827,475 49,443,223

Others (including Tax deducted at source Rs.1,04,514; PY Rs.5,13,920) 12,879,014 13,271,851

Oral Tuition & Other Fees 33,202,723 409,298,336 22,988,441 232,896,942

TOTAL 437,754,688 259,545,996

OTHER INCOMES SCHEDULE 16

Dividend from Mutual Funds 1,660,366 263,218

Interest on Staff advances 143,292 97,213

Surplus on disposal of Assets 216,596 20,029

Royalty / Commission from Publications 109,675 288,292

Grant from MCA for Investor Awarness Programmes 2,000,000 2,640,000

Advisory Income 855,000 1,517,781

Miscellaneous 3,519,319 2,097,925

Incentive on Investments 18,000 197,788

Subscription to Journal/Bulletin and Advertisements 4,498,062 4,224,085

(including Tax deducted at source Rs. 4,983; PY Rs. NIL)

Provision no longer required, written back 1,270,940 157,702

TOTAL 14,291,250 11,504,033

37





ESTABLISHMENT SCHEDULE 17

Salaries and Allowances 87,474,929 59,357,802

Contribution to : Provident Fund 7,160,521 3,727,739

Gratuity Fund 4,546,413 2,091,844

Pension Fund 9,090,000 4,581,000

Leave Encashment 10,358,519 31,155,453 4,860,087 15,260,670

Staff Welfare 4,911,598 4,110,702

123,541,980 78,729,174

Less: Allocation to Scientific Research Activities 19,008,433 9,276,039

TOTAL (NET) 104,533,547 69,453,135

COMMUNICATION SCHEDULE 18

38

Postage and Courier 5,565,919 5,125,662

Telephone, Fax, E-mail, etc. 3,822,356 2,993,565

9,388,275 8,119,227

Less: Allocation to Scientific Research Activities 734,639 576,500

TOTAL (NET) 8,653,636 7,542,727

39



OTHER EXPENSES SCHEDULE 19

Rent, Rates and Taxes 1,764,869 1,197,307

Electricity and Water 7,079,921 5,755,625

Insurance 163,975 153,655

Repairs and Maintenance

- Buildings 1,328,400 943,157

- Vehicles 162,688 238,045

- Others 3,002,155 4,493,243 2,402,361 3,583,563

Legal and Professional Charges 1,695,599 1,711,598

Office Expenses 3,769,505 3,660,817

Books & Periodicals 1,122,083 742,863

Computerisation

- Data Processing 1,106,902 641,618

- Software 1,485,487 2,592,389 2,517,719 3,159,337

Meetings 1,418,650 1,543,894

Packing and despatch 194,281 282,767

Loss on Sale/ Disposal of Assets 118,903 62,486

Bank Charges 81,491 78,793

Student Scholarships and Awards * 552,491

Bad Debts 81,456 80,702

Provision for doubtful Debts 122,050 -

Investor Awarness Programmes 2,183,628 2,942,207

Auditors' Remuneration

- Audit Fees

Head Office 137,875 134,952

Other Offices 269,844 407,719 187,177 322,129

- Other Services

Head Office - 35,753

Other Offices 258,551 258,551 - 35,753

Loss /Write off of Stocks 87,642 170,583

Miscellaneous 620,663 527,788

28,256,618 26,564,358

Less: Allocation to Scientific Research Activities 1,339,760 1,100,024

TOTAL (NET) 26,916,858 25,464,334

* Amount of Rs.4,95,048 transferred to the newly created "Endowment for Prize Award Fund" at Schedule 7



SCIENTIFIC RESEARCH ACTIVITIES EXPENSES SCHEDULE 20

CCRT

Establishment 3,217,154 2,446,219

Books & Periodicals 90,805 72,765

Printing & Stationery 511,708 469,206

Communication 240,056 201,924

Travelling & Conveyance 229,789 133,052

Depreciation 1,739,568 1,473,817

Others 2,784,963 8,814,043 4,332,070 9,129,053

Allocation

Establishment * 19,008,433 9,276,039

Stationery 64,130 56,382

Communication * 734,639 576,500

Travelling and Conveyance 135,050 111,557

Others * 1,339,760 21,282,012 1,100,024 11,120,502

TOTAL 30,096,055 20,249,555

* excluded from the respective Schedules.

40

(A) ACCOUNTING POLICIES

1. Basis of Preparation of Financial statements

The Financial Statements have been drawn up on

historical cost convention and have been prepared in

accordance with applicable Accounting Standards

issued by the Institute of Chartered Accountants of

India and are on accrual basis unless otherwise stated.

2. Revenue Recognition

a. The Entrance Fee is collected at the time of

admission as an Associate Member or a Fellow

Member and is directly credited to “Capital

Reserve”.

b. Fees received from Members are accounted for on

cash basis. However, fees received in advance are

carried over as a liability.

c. Registration fees received from Students for

Executive and Foundation Programmes are spread

over a period of five years and three years

respectively since the benefit accrues to Students

over the stated period.

d. Other fees received from Students is accounted for

on cash basis.

e. Income from Investments

i) Dividend on Investments in unit is recognised

as Income on the basis of entitlement to

receive.

ii) Income on interest-bearing securities and

fixed deposits is recognized on a time

proportion basis taking in to account the

amount outstanding and the rates applicable.

f. Revenue Grants received from the Government is

recognised on receipt basis.

3. Investments

a. Long term Investments are carried at cost and

diminution in value, other than temporary, is

provided for.

b. Short term investments are carried at lower of

cost or fair value.

4. Fixed Assets/Depreciation and Amortisation

a. Fixed Assets excluding Land are stated at historical

cost less depreciation.

b. Freehold land is stated at cost. Leasehold land is

stated at the amount of premium paid for acquiring

the Lease rights. The premium paid on leasehold

land is amortized over the period of lease.

c. Depreciation is provided on the written down value

method at the following rates as approved by the

Council based on the useful life of the respective

assets.

Item %

Building 5

Furniture and Fixtures 10

Air conditioners/Coolers and other equipments 15

Vehicles 20

Computers 40

d. Depreciation on additions to Fixed assets is

provided from the month of addition on pro-rata

basis. No depreciation is charged in the year of

sale.

e. The cost of library books and periodicals are

charged to revenue in the year of purchase.

f. Fixed Assets costing Rs. 5000 or less are fully

depreciated.

5. Inventories

a. Stock of Stationery Items is valued at cost. The

cost is determined on FIFO basis.

b. Publications brought out by Regional Offices and

remaining on hand at the close of the year are

valued at cost based on FIFO basis.

c. Stock of Study Materials, Publications,

Journal/Bulletins, Audio Cassettes, Compact

Discs and other items are valued at nominal cost of

Re. 1 for items costing upto Rs. 50 and Rs.5 for

items costing above Rs. 50.

ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

SCHEDULE 21

41

6. Employee Benefits

a. Contributions to Provident Fund Trust maintained

by the Institute are recognized as expenses.

b. Contribution to Gratuity Fund Trust and Pension

Fund Trust are made based on actuarial valuation

and recognized as an expense

c. Provision for leave encashment is made on the

basis of actuarial valuation.

7. Grants/Reimbursement of expenses and subsidy

on sale of publications to Regional Councils &

Chapters

Annual grants, reimbursements of expenses and

subsidy on sale of publications to the Regional

Councils and Chapters are accounted for on cash

basis.

8. Allocations / Transfer to Reserves and Surplus and

Earmarked Funds

a. Donation received during the year is directly taken

to General Reserve

b. Income from investments of earmarked funds is

directly credited to the respective earmarked

funds.

c. Allocation to ICSI Students Education Fund, ICSI

National Award for Corporate Governance, ICSI

Employees Medical Hospitalisation Trust,

Company Secretaries Benevolent Fund and ICSI

Employees Benevolent Fund, is made based on the

amount as approved by the Council from time to

time.

(B) NOTES TO ACCOUNTS

1. The Institute of Company Secretaries of India has been

granted exemption under section 10(23C)(Iv) of the

Income Tax Act 1961 upto the Assessment Year 2006-

07. Application for continuation of exemption moved

for the Assessment Year 2007-08 and onwards is

pending with Income Tax Department.

2. Contingent Liabilities – Claims against the Institute not

acknowledged as debts Rs. Nil (Previous Year Rs. Nil)

3. The Management is of the opinion that except the

assets written off during the year and the assets retired

from active use, there is no further impairment of

Assets as contemplated in Accounting Standard – 28

4. Estimated amount of contracts remaining to be

executed on capital account, net of advances, is

Rs. 89,79,755 (Previous Year 1,40,00,950)

5. The Institute has implemented the Revised Pay thStructure based on the 6 Pay Commission as per the

approval from the Council w.e.f. 1.1.2006.

Accordingly, a sum of Rs. 3,34,65,600 has been paid

during the financial year 2008-09 included in schedule

16 of which Rs. 2,40,09,157 being the arrears upto

31.3.2008 were utilized out of the 'Employees

Compensation Reserve' created during previous year.

6. Employee Benefits

The disclosure of 'Employee Benefits' as defined in the

Accounting Stadnard-15 are as under:-

Defined Contribution Plan

Employer's contribution to Defined Contribution Plan

such as Provident Fund is charged off during the

financial year. Employee's Provident Fund is

administered by 'ICSI Employee's Provident Fund Trust'.

Defined Benefit Plan

Gratuity

The Employer's Gratuity Fund Scheme managed by the

Life Insurance Corporation of India is a 'Defined Benefit

Plan'. The present value of obligation is determined on

actuarial valuation using Projected Unit Credit (P.U.C.)

method as defined in the Accounting Standard-15.

Leave Encashment

Provision of Liability for Leave Encashment has been

made on actuarial valuation using P.U.C. method and

investments amounting to Rs. 330.79 lacs (being

100%) has been earmarked by the Institute.

Pension

'Pension' is administered by a separate Trust named as

'ICSI Employees Pension Fund Trust' and the actuarial

valuation of Pension Benefit Plan liability has been

done on 31.3.2009 by following P.U.C. method in

terms of Accounting Standard – 15 and the pension

benefit plan liabilities is fully funded.

42

I. Reconciliation of Opening and Closing Balances of

Defined Benefit Obligations

Fig.: Rs. In Lacs

Gratuity Pension LeaveEncashment

Defined Benefit Obligation 266.76 464.63 205.45

at beginning of the year

Current Service Cost 49.28 21.34 22.81

Interest Cost 21.34 32.52 16.44

Actuarial (gain)/Loss (1.47) 75.47 80.77

Benefit paid (16.61) (23.55) (9.75)

Settlement Cost Nil Nil Nil

Defined Benefit Obligation 319.30 570.41 315.72

at the year end

II. Reconciliation of Opening and Closing Balances of Fair

Value of Plan Assets

Fig.: Rs. In Lacs


Fair Value of Plan Assets at 266.76 464.63 205.45

the beginning of the year

Expected return on 23.69 38.43 16.44

Plan Assets

Benefit Paid (16.61) (23.55) (9.75)

Employer's contribution 45.46 Nil 103.58

Settlement Cost Nil Nil Nil

Fair Value of Plan Assets 319.30 479.51 315.72

at the end of the year

III. Reconciliation of Fair Value of Assets and Obligation

Fig.: Rs. In Lacs


Fair Value of Plan Assets 319.30 479.51 315.72

Present Value of Obligation 319.30 570.41 315.72*

Amount to be recognized NIL 90.90 NIL

in the Balance Sheet

* Earmarked out of the total investment of the Institute

IV. Expenses recognized during the year for Gratuity,

Pension and Leave Encashment under the head th'Establishment' which is net of arrears related to 6 Pay

Commission.

Fig.: Rs. In Lacs


Current Service Cost 49.28 21.34 22.80

Interest Cost 21.34 32.52 16.44

Expected Return on 23.69 38.43 -

Plan Assets

Actuarial (Gain)/Loss (1.47) 75.47 80.77

Net Cost 45.46 90.90 120.01**

** Difference between Employer's contribution and the net

cost is due to inclusion of cost related to arrears in the

current cost at the time of actuarial valuation, though it has

been paid out of Employees' Compensation Reserve

V. Funded Investment Details

Fig.: Rs. In Lacs

Gratuity Pension Leave Encashment

Insurance Policy Central and State Investments

and 100% with Government Securities, earmarked out of

LIC PSU Bonds, FD's with the total invest-

Housing Finance ments of the

Companies, Special organization.

Deposit Schemes and

Fixed Deposit with

Scheduled Banks.

VI. Actuarial Assumptions

Fig.: Rs. In Lacs

Gratuity Pension Leave Encashment

Mortality Table 1994-96 1994-96 1994-96

duly duly duly

modified modified modified

Discount 8% 7% 7%

Future Salary Increase 4% 5% 5%

43

7. Reconciliation of Accounts

(a) Reconciliation of Regional Councils and Chapters

Accounts with Headquarters which includes

transactions relating to various grants given by

Headquarters, on account of publications, stocks,

building reserves, contribution/expenses incurred

by the Chapter, etc. is in progress. Pending

completion of reconciliation and adjustment, the

net difference amounting to Rs. 54,65,734

(Previous Year Rs. 45,62,583) has been adjusted

against General Reserve for the purpose of

consolidated accounts.

(b) Reserve created at Regions / Chapters have been

clubbed under General Reserve in the consolidated

accounts.

8. Fixed Assets and Depreciation

(a) Fixed Assets of 8 Chapters ( Gurgaon, Bhopal,

Ghaziabad, Meerut, Srinagar, Surat, Thane &

Dombivli) having a written down value of stRs. 4,22,821 as at 31 March 2009 have been

incorporated in the fixed assets schedule as details

of original cost and accumulated depreciation

provided till date are not available to enable

restatement of the figures. Effect on the accounts

on due restatement / adjustment thereof, in

Management's view would not be material.

(b) The Institute has been providing depreciation on

written down value method for full year irrespective

of the date of additions till the financial year ended ston 31 March 2008. However, during the current

financial year depreciation has been provided from

the month of addition on pro-rata basis. Due to

above change in the policy of charging

depreciation, the current year's depreciation is

lower by Rs. 61,80,370 than the amount of

depreciation, if it would have been charged

following the earlier policy of charging

depreciation.

9. During the year, a new Fund called 'Performance

Related Incentive Fund' has been created.

10. Previous year's figure have been regrouped/

rearranged/recast wherever considered necessary to

make it comparable with those of the current year.

44









S R Bansal



(a) 'Secretary' in whole-time practice defined as member of the Institute in practice and not in full time employment [section 2(45A)].

(b) To make statutory declaration in Form 1 that all requirements of the Companies Act, 1956 and the rules made thereunder have been complied with in respect of registration of a company and matters precedent and incidental thereto [section 33(2)].

(c) To make a verified declaration in Forms 19, 20 and 20A of compliances for obtaining a certificate of commencement of business/ commencement of other business [section 149].

(d) To sign the annual return of listed company (section 161).

(e) To certify that requirements of Schedule XIII have been complied with as regards statutory guidelines for appointment of managerial personnel and payment of managerial remuneration to them without the approval of the Central Government [section 269(2) and Schedule XIII].

(f) To issue compliance cer tificate as to w h e t h e r a company has complied with all the provisions of the Companies Act, 1956, for Companies not required to employ a whole-time Secretary under sub-section (1) of section 383A and having paid-up share capital of ten lakh rupees or more [proviso to section 383A(1)].

(g) (i) A member of the Institute having atleast 15 years working experience as a Secretary in whole-time practice is eligible to be appointed as a Technical member of the National Company Law Tribunal [Section 10FD (3)(e)].

(ii) A Practising Company Secretary may be authorized by any person to present his or its case before the National Company Law Tribunal or National Company Law Appellate Tribunal [Section 10GD]

The Companies Act, 1956

15 June, 1988

15 June, 1988

15 June, 1988

15 June, 1988

15 June, 1988

13 December, 2000

To be effective from the date of commencement of the Companies (Second Amendment) Act, 2002, (i.e. from such dates as may be notified by the Central Government)

I. FOR A PRACTISING COMPANY SECRETARY

RECOGNITIONS SECURED FOR COMPANY SECRETARIES

1.

S.No. Statute / Authority Purpose When Obtained

I COMPANY LAW

45

(iii) A professional firm of Company Secretaries may be appointed as an Official Liquidator in respect of winding up of a company by the National Company Law Tribunal [Section 448(1)(a)].

Pre-certification of e-forms:1. Form No.2 2. Form No.3 3. Form No.5 4. Form No.10 5. Form No.17 6. Form No.18 7. Form No.23 8. Form No.23 AC9. Form No.23 ACA10. Form No.24AB 11. Form No.25C 12. Form No.32 Declaration:13. Form No.114. Form No.1915. Form No.2016. Form No.20A17. Form No.61

Pre-certification of e-form of application for approval for declaration of dividend out of reserves. [Pursuant to Section 205A (3)].

Pre-certification of e-form – Form 1 relating to statement of amounts credited to Investor Education and Protection Fund.

To certify form DIN-3(Form for sending of Director Identification Number intimation by the company to the Registrar)

In respect of section 25 Companies, to give a declaration to the effect that the Memorandum and Articles of Association have been drawn up in conformity with the provisions of the Companies Act and that all requirements of the Act and the Rules made thereunder have been duly complied with in respect of the registration or matters incidental or supplementary thereto [Regulation 4(ii)].

To act as authorised representative before the Company Law Board Benches.

Companies (Central Government's) General Rules and Forms (Amendment) Rules, 2006

Companies (Declaration of Dividend out of Reserves) Amendment Rules, 2006

Investor Education and Protection Fund (Awareness and Protection of Investors Amendment) Rules, 2006 (Rule 3)

Companies (Director Identification Number) Rules,2006 [Rule 6]

The Companies Regulations, 1956

Company Law Board 1 Regulations, 1991 [Reg. 19]

10 February, 2006

3 March, 2006

3 March, 2006

1 November, 2006

July, 1989

May, 1991

2.

3.

4.

5.

6.

7.

46

Extinguishment and physical destruction of the bought back share certificates to be done in the presence of a Company Secretary in whole-time practice within seven days from the date of acceptance of shares.

To certify compliance with these Rules including the provisions relating to extinguishment and destruction of share certificates.

In case of every issue of shares/ warrants/fully convertible debentures/ partly convertible debentures or other financial instruments with conversion option, to certify that the issue of the said instruments is being made in accordance with these Rules.

In case of every company that has allotted shares under these Rules, the Board of Directors shall at each annual general meeting place before the shareholders a certificate from Practising Company Secretary/ auditors of the company that sweat equity shares have been allotted in accordance with the resolution of the company in the general meeting and the Rules in this regard.

Certification under Form 7 [Rule 10]Certification under Form 11 [Rule 25]

To act as authorised representative before the Competition Commission of India and Competition Appellate Tribunal.

To act as authorized representative before the Central Electricity Regulatory Commission.

To act as authorized representative before the Gujarat Electricity Regulatory Commission.

To act as authorized representative before the Telecom Disputes Settlement and Appellate Tribunal.

6 July, 1999

4 December, 2003

4 December, 2003

1 April, 2009

31 March, 2003

August, 1999

July, 1999

March, 2000

8.

9.

10.

11.

12.

13.

14.

15.

Private Limited Company and Unlisted Public Limited Company (Buy-Back of Securities) Rules, 1999. (Rule 10)

Unlisted Public Companies (Preferential Allotment) Rules, 2003 [Rule 7]

Unlisted Companies (Issue of Sweat Equity Shares) Rules, 2003 [Rule 11]

Limited Liability Partnership Rules, 2009

Competition Act, 2002 [Section 35 & 53S)

Central Electricity Regulatory Commission (Miscellaneous Provisions) Order, 1999 (Clause 6)

Gujarat Electricity Regulatory Commission (Conduct of Business) Regulations, 1999 (Regulation 23)

The Telecom Regulatory Authority of India Act, 1997 (Section 17 and Explanation (b) thereto)

47

II CORPORATE AND ECONOMIC LAWS

To certify that the company has complied with all the requirements relating to registration fees, share capital, deposits and other requirements of the Insurance Regulatory and Development Authority Act, 1999.

Illustrative List of certificates which may be issued by a Company Secretary in Practice is given hereunder:

(i) to issue a certificate showing sales turnover of ammunition (indigenous and imported) during the preceding three licensing years [Annexure 5 to Appendix 8].

(ii) Certification in respect of Application for grant of Star Export House [Appendix – 17].

(iii) Certification in respect of application for grant of One to Five Star Export House for Service Provider [Appendix – 17A].

To act as authorized representative before the Board of Approval

To issue certificates for exchange control purposes. All certificates, which a Practising Chartered Accountant can issue as documentary evidence in support of certain applications, may also be issued by a Company Secretary in Whole-time Practice.

To certify under FDI Scheme on behalf of Indian Companies accepting investment

Qualified to be registered as a trade marks agent.

To appear as authorised representative before the Securities Appellate Tribunal

To appear as authorised representative before the Securities Appellate Tribunal

Certify non- promoter holdings as per clause 35 of Listing Agreement in demat mode in case of the Companies which have established connectivity with both the depositories.

July, 2000

Originally recognition received in April, 1991 under Exim Policy and continue under Foreign Trade Policy(2004 – 2009)

February, 2006

Original recognition received in 1992 under FERA. RBI clarified vide letter dated April 19, 2001, the recognition is valid under FEMA

30 May, 2008

15 September, 2003.

December, 1999

December, 1999

13 January, 2006

IRDA (Registration of Indian Insurance Companies) Regulations, 2000 (Regulation 10)

Foreign Trade Policy 2004-2009.

Special Economic Zones Rules, 2006(Rule 61)

Foreign Exchange Management Act, 1999 (FEMA)

Foreign Exchange Management (Transfer of Issue of Securities by a Person Resident Outside India)Regulations, 2008

The Trade Marks Rules, 2002 (Rules148-161)

The Securities and Exchange Board of India Act, 1992. [Section 15V, Explanation (b)]

The Depositories Act, 1996 [Section 23C, Explanation (b)]

SEBI - Circular No. MRD/DoP/SE/Cir-1/06

16.

17.

18.

19.

20.

21.

III

22.

23.

24.

48

SECURITIES LAWS AND CAPITAL MARKETS

To issue certificate of compliance of conditions of corporate governance.

To issue certificate regarding maintenance of adequate security cover in respect of listed debentures by either a Practising Company Secretary or a Practising Chartered Accountant, every quarter.

To issue certificate regarding compliance of conditions of Corporate Governance.

To issue certificate of compliance of conditions of Corporate Governance.

To issue quarterly certificate with regard to reconciliation of the total issued capital, listed capital and capital held by depositories in dematerialized form, details of changes in share capital during the quarter, and in-principle approval obtained by the issuer from all the stock exchanges where it is listed in respect of such further issued capital.

To conduct Internal Audit of Portfolio Managers.

To conduct internal Audit of Stock Brokers / Trading Members / Clearing Members

To issue Networth Certificate to be submitted by all active Members including representative Members of Cash segment, Limited Trading Members & Trading and/or Clearing Members of the Derivatives segment of the Bombay Stock Exchange.

Listing of new equity shares issued to the shareholders of the

company pursuant to the reduction of capital/BIFR order -- If

there are non-transferable shares in existence, a certificate

from Practising Company Secretary specifically certifying that

equity share certificates held by promoters, etc. have been

stamped “Not to be sold/ transferred/ hypothecated until …..”

(source: www.bseindia.com)

SEBI – Clause 49 of the Listing Agreement. (Circular No. SEBI/CFD/ DIL/ CG/1/ 2004/12/10 dated October 29, 2004).

Model Listing Agreement for Listing of Debt Securities. SEBI/CFD/DIL/CIR-39/2004/11/01

Model Listing Agreement for Listing of Debt Securities. SEBI/CFD/DIL/CIR-39/ 2004/11/01

Listing Agreement for Indian Depository Receipts (IDRs) SEBI/CFD/DIL/IDR/1/2006/3/4

SEBI (Depositories Participants) Regulations, 1996

SEBI' s Circular IMD/PMS/CIR/1/21727/03

SEBI's Circular MRD/DMS/CIR-29/2008

Bombay Stock Exchange Limited BSE Notice No. 20061031 - 21

Bombay Stock Exchange Limited

January , 2006

1 November, 2004

1 November, 2004

3 April, 2006

September, 2003.

18 November, 2003

21 October, 2008

31 October, 2006

25.

26.

27.

28.

29.

30.

31.

32.

33.

49

Details of directors/proprietor in format C-3 of Annual Return submitted by Trading Member to the Stock Exchange

Details of shareholding pattern/sharing pattern of corporates in format C-6 of Annual Return submitted by Trading Member to the Stock Exchange

Details of shareholding pattern/sharing pattern of firms in format C-6 of Annual Return submitted by Trading Member to the Stock Exchange.

Details of Dominant group of corporates in format C-7 of Annual Return submitted by Trading Member to the Stock Exchange.

Details of Dominant group of firms in format C-7 of Annual Return submitted by Trading Member to the Stock Exchange

Undertaking from Relative of Persons constituting Dominant Promoter Group in format C–8 of Annual Return submitted by Trading Member to the Stock Exchange

Undertaking from Corporates supporting Dominant Promoter Group in format C–8 of Annual Return submitted by Trading Member to the Stock Exchange

Grant of approval for listing under clause 24(a) of the Listing Agreement – Certificate from Practising Company Secretary confirming that the entire pre-preferential holding of the allottee (mentioning the quantity) is locked in for the period starting from relevant date up to a period of six months from the date of allotment (source: www.nseindia.com)

Grant of approval under clause 24(f) of the Listing Agreement (Amalgamation – Wholly Owned Subsidiary / other than Wholly Owned Subsidiary /Reduction of Capital under Section 100) – Certificate from Practising Company Secretary for Networth of the Company pre and post scheme under section 101, 391 and 394 of the Companies Act, 1956. (source: www.nseindia.com)

National Stock Exchange Limited (NSE Circular No.541, Ref. NSE/MEM/7835)

National Stock Exchange Limited (NSE Circular No.541 Ref. NSE/MEM/7835)






National Stock Exchange Limited


6 September, 2006

6 September, 2006

6 September, 2006

6 September, 2006

6 September, 2006

6 September, 2006

6 September, 2006

34.

35.

36.

37.

38.

39.

40.

41.

42.

50

Listing of shares arising out of Conversion of Debentures/Warrants/Notes/Bonds into Equity Shares – Certificate from Practising Company Secretary for receipt of money at the time of allotment of Convertible Debentures/Warrants/Notes, etc. (source: www.nseindia.com)

Listing of shares/securities issued on Preferential/Private Placement basis – Certificate from Practising Company Secretary for the following confirmations :

(a) The pricing of the issue along with the detailed working of the same

(b) The company has received the entire consideration

payable prior to the allotment of shares

(c) The total shares under lock-in (along with the dates of

lock-in and distinctive numbers) and additionally

confirming that the locked in equity shares if issued in

physical form have been enfaced with non

transferability condition

(d) The entire pre-preferential holding of the allottee

(mentioning the quantity) is locked in for the period

starting from relevant date upto a period of six

months from the date of allotment. (source:

www.nseindia.com)

Listing of shares/securities issued on Preferential/Private

Placement basis in case allotment under Section 81(3) of

Companies Act –A confirmation signed by the compliance

officer of the company duly counter confirmed by the

Practising Company Secretary confirming that the said

allotment has been made in accordance with the provisions

of section 81(3) of the Companies Act, 1956. (source:

www.nseindia.com)

Certificate from Practising Company Secretary confirming

securities under lock-in (the certificate should include the

distinctive numbers of securities under lock-in and date

from and upto which these shares are under lock-in)

(source: www.nseindia.com)

Conduct of Internal Audit of operations of the Depository

Participants, at intervals of not more than three months and

furnish a copy of the internal audit report to the depository.

Concurrent Audit in case of Demat Account opening, Control and Verification of Delivery Instruction Slips.





National Securities Depositories Limited (NSDL)

NSDL Circular No. NSDL/POLICY/2006/0021

March, 1999

June , 2006

43.

44.

45.

46.

47.

48.

51

(i) Conduct of Internal Audit of operations of the Depository Participants at such intervals as may be specified by CDS from time to time and furnish a copy of the internal audit report to CDS.

(ii) For empanelment by CDS as auditors for conduct of audit of the records of the participants in so far as the records and operations relate to CDS.

(i) To appear as authorized representative before the Securities Appellate Tribunal

(ii) Certificate to the effect that allotment has been made by the company on the basis approved by the Stock Exchange.

Inspection of books of accounts and other documents of Members of stock exchange required by guideline F. No. 1/4/SE/89 dated 29.1.1983.

- do -

Certification to the effect that RTA and/or In-house Share transfer facility of Listed Companies have issued all certificates within one month of the lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/ allotment monies. This certificate is to be issued within one month of the end of each half of the financial year.

-do-

-do-

-do-

Certificate to the effect that the RTA has completed all transfers within the stipulated time.

-do-

Central Depository Services (India) Limited (CDS)

(A) Securities Contracts (Regulation) Act, 1956; and Securities Contracts (Regulation) Rules, 1957 [Section 22C, Explanation (b)] (Guideline No. F1/8/SE/82 dt. 20.8.1982).

(B)(i) The Ahmedabad Share and Stock Brokers Association, Ahmedabad.

(ii) Uttar Pradesh Stock Exchange Association Ltd., Kanpur.

(iii) The Bombay Stock Exchange Ltd.

(iv) Pune Stock Exchange

(v) The Calcutta Stock Exchange

(vi) Uttar Pradesh Stock Exchange Association Limited (Kanpur)

(vii) Delhi Stock Exchange

(viii) Hyderabad Stock Exchange

September, 1999

December, 1999

August, 1982

March 1984

April, 1984

February, 1998

-do-

-do-

-do-

-do-

-do-

49.

50.

52

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

Verification and authentication of the declarations of the Managing Director of a Company when-

(1) the company intimates the stock exchange the forfeiture of its listed securities; or

(2) the company approaches the stock exchange for voluntary delisting of securities.

(ix) Bhubaneswar Stock Exchange Association Limited

(x) Stock Exchange, Ahmedabad

(xi) Cochin Stock Exchange

(xii) Coimbatore Stock Exchange

(xiii) Ludhiana Stock Exchange Association Limited

(xiv) Magadh Stock Exchange Association

(xv) Madhya Pradesh Stock Exchange

(xvi) National Stock Exchange

(xvii) Bangalore Stock Exchange

(xviii) Madras Stock Exchange

(xix) Udaipur StockExchange

(xx) The Stock Exchange,Ahmedabad

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

May, 1999

53

To act as authorised representative before the Income-tax authorities.

Recognised for registering as a valuer of stocks, shares, debentures, etc.

To act as authorised representative before the Customs, Excise and Service Tax Appellate Tribunal and other authorities.

To appear before Custom Authorities.

Authorized to appear before Appellate and Revisional Board, the Commissioner, the Special Commissioner, the Additional Commissioner or any person appointed to assist the Commissioner on behalf of a dealer [Rule 2 (1)(a)(iv)].

Authorised to appear before VAT authorities appointed under Section 10 or the Tribunal or an Officer of the Bureau of Investigation constituted under Section 86 of the Act [Section 87(d)].

Authorised to appear before any VAT authority in connection with any proceedings under this Regulation. [Regulation 82(1)(b)].

Authorised to appear before any VAT authority including the Tribunal in connection with any proceedings under this Act [Section 82(1)(b)].

Authorised to appear before VAT Authorities in connection with any proceedings under this Act [Section 81(1) (c) read with Rule 59 (1) (a)]

Authorised to appear before any Authority other than the High Court in connection with any proceeding under this Act [Section 86 (c) read with Rule 168(2)( c) (iv)(b) ].

July, 1979

8 October, 1974

October, 1982

October, 1982

April, 2005

April, 2005

April, 2005

April, 2005

January 2005

April,2005

IV

51.

52.

53.

54.

55.

56.

57.

58.

59.

60.

TAXATION

Income-tax Act, 1961 and Income-tax Rules, 1962 [section 288(2) and Rule 50(2A)]

Wealth-tax Rules, 1957[Rule 8A(7)(i)]

Central Excise Act, 1944, [section 35Q] and Rule 12(c) of Central Excise (Appeals) Rules 2001

Customs Act, 1962 and Customs (Appeals) Rules, 1982 [section 146A and Rule 9(C)].

West Bengal Value Added Tax Rules, 2005

Bihar Value Added Tax Act, 2005

Daman and Diu Value Added Tax Regulation, 2005

Goa Value Added Tax Act, 2005

Gujarat Gujarat Value Added Tax Act, 2003 read with Gujarat Value Added Tax Rules, 2005.

Karnataka Value Added Tax Act, 2003 read with Karnataka Value Added Tax Rules, 2005

54

To appear and attend before any authority in connection with any proceedings under this

Act [Section 83 (1)(c) read with Rule 78(1) (a)].

Certification with regard to the following:

(a) Necessary powers of a company and its directors to enter into an agreement.

(b) Borrowing limits of a company under section 293(1)(d) of the Companies Act, 1956, including details of share capital, authorised, issued, subscribed and paid-up, and the actual borrowing.

(c) List of Members of a company.

(d) Copies of resolutions passed at company meetings to be furnished to financial institutions.

- do - (a) to (d)

Certification of documents relating to charges.

Diligence Report for Banks

Status/Search Reports for banks

Certification of documents relating to charges.

-do-

-do-

-do-

2005

July, 1981December ,1981July,1983

January, 1986

April, 1991

September 19, 2008

April, 1983

December, 1990

February, 1991

February, 1991

February, 1991

61.

V

62.

VI

63.

64.

65.

Arunachal Pradesh Goods Tax Act, 2005 read with Arunachal Pradesh Goods Tax Rules, 2005

FINANCIAL INSTITUTIONS

All India Financial Institutions

(i) Industrial Development Bank of India

(ii) Industrial Finance Corporation of India

(iii) Industrial Credit and Investment Corporation of India

(iv) Unit Trust of India(v) Life Insurance

Corporation of India(vi) General Insurance

Corporation of India(vii) Industrial

Reconstruction Bank of India

(viii) Industrial Develop-ment Bank of India

BANKS

Reserve Bank of India Circular DBOD No.BP.PC.46/08.12.001/2008-09

Indian Banks Association (Circular No. SO/69-73-III-C-82/9565 dated 15.4.1983 and Circular no. SO/69-73-C-86/4763 dated 16.6.1986).

(i) Indian Bank

(ii) Bank of India

(iii) Andhra Bank (Eastern Region)

(iv) Canara Bank

55

56

March, 1991

March, 1991

July, 1991

August, 1991

September, 1991

September, 1991

October, 1991

October, 1991

February, 1992

April, 1992

June, 1992

July, 1982

August, 1982

April, 1984

(v) United Bank of India

(vi) Vijaya Bank

2(vii) Bank of Baroda

(viii) Corporation Bank

2(ix) State Bank of India

(x) Bharat Overseas Bank

(xi) State Bank of Mysore

(xii) Indian Overseas Bank

2(xiii) State Bank of Indore

(xiv) State Bank of Travancore

(xv) Laxmi Vilas Bank Ltd.

STATE LEVEL AGENCIES

State Financial/Industrial Investment/ Dev. Corpn.;

(i) Himachal Pradesh Financial Corporation, Shimla

(ii) West Bengal Financial

2Corporation , Calcutta

(iii) Maharashtra State Financial Corporation, Mumbai

VII

66.

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

-do-

A. Certification with regard to the following:

(a) Necessary powers of a company and its directors toenter into an agreement

(b) Borrowing limits of a company under section 293(1) (d) of the Companies Act, 1956, including details of share capital, authorised, issued, subscribed and paid-up and the actual borrowing.

-do-

-do-

-do-

(a) Necessary powers of a company and its directors to enter into an agreement.

(b) Borrowing limits of a company under section 293(1)(d) of the Companies Act, 1956, including details of share capital, authorised, issued, subscribed and paid-up and the actual borrowing.

(c) List of Members of a company.

(d) Copies of resolutions passed at company meetings to be furnished to financial institutions.

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

(iv) UP State Industrial Development Corporation Limited Kanpur

(v) Assam Industrial Development

2Corporation Ltd. , Guwahati

(vi) Gujarat Industrial Investment Corpn.

2Ltd. , Ahmedabad

(vii) Nagaland Industrial Dev. Corpn. Ltd., Dimapur

(viii) Uttar Pradesh Financial Corpn., Kanpur

(ix) State Industries Promotion Corpn. of

2Tamil Nadu Ltd. , Chennai

(x) The Tamil Nadu Industrial Investment

2 Corpn. Ltd. Chennai

(xi) Karnataka State Indl. Invest. And Dev.

2Corpn.Ltd ., Bangalore

(xii) The Pradeshiya Ind. And Investment Corpn. of UP Ltd.,Lucknow

(xiii) Andhra Pradesh State Financial Corpn., Hyderabad

December, 1985

March, 1982October 1988

October, 1982August, 1986

September, 1983

September, 1983

October, 1983

November, 1983

July, 1982February, 1986

March, 1986

June, 1982March, 1986

57

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)-do- (a) to (d)

(xiv) The Punjab State Indl. Dev. Corpn. Ltd., Chandigarh

(xv) The State Indl. and Investment Corpn. of

2Maharashtra Ltd ., Mumbai

(xvi) Haryana Financial 2Corpn. , Chandigarh

(xvii) Punjab Financial Corpn., Chandigarh

(xviii) Andhra Pradesh Indl. Dev.,Corpn. Ltd., Hyderabad

(xix) Rajasthan State Indl. Dev. & Inv. Corpn. Ltd., Jaipur

(xx) Indl. Promotion & Inv. Corpn. of Orissa

2Ltd ., Bhubaneswar

(xxi) Gujarat State Fin. 2Corpn ., Ahmedabad

(xxii) The Zoram Indl. Dev. Corpn. Ltd.,Mizoram

(xxiii) Kerala State Indl. 2Dev. Corpn. Ltd .,

Thiruvnanthapuram

(xxiv) Rajasthan Financial 2Corpn. ,Jaipur

(xxv) West Bengal Indl. 2Dev. Corpn. Ltd .,

Calcutta

(xxvi) Orissa State Financial Corpn.

(xxvii) Bihar State Financial Corpn., Patna

March, 1986

June,1982April,1984June,1984

September, 1982April, 1986May, 1988

May, 1986

May, 1982June, 1986

August, 1986

September, 1982August, 1986

April, 1982September, 1986

March, 1987

August, 1986

September, 1983July, 1987

July, 1987

July, 1987

January, 1988

58

59

(xxviii) Delhi Financial 2Corpn. , New Delhi

(xxix) Manipur Indl. Dev. 2Corpn. Ltd. , Imphal

(xxx) Pondicherry Indl. Promotion, Dev. & Inv. Corpn. Ltd., Pondicherry

(xxxi) Arunachal Pradesh Indl. Dev. & Financial

2Corpn. Ltd. , Naharlagum

(xxxii) Gujarat Industrial Development Corporation

(xxxiii) Manipur Industrial Development Corpn. Ltd., Imphal

(xxxiv) Assam Indl. Dev. Corpn. Ltd., Guwahati

(xxv) Gujarat Industrial Investment Corporation Ltd., Ahmedabad

(xxxvi) Arunachal Pradesh Industrial Development & Financial Corpn. Ltd., Naharlagun

(xxxvii) Gujarat State Financial corporation

August, 1988

April, 1990

December, 1990

August, 1991

May, 1999

April, 1990

July, 1990

June, 1991

August, 1991

May, 1999

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

-do- (a) to (d)

To issue certificate with regard to shareholders, and share-holdings of Companies, for the purposes of transfer of industrial Plot/Shed.

Secretarial Audit, once a year of the Companies assisted by the Corporation

Secretarial Audit, once a year, of the Companies assisted by the Corpn. under the IDBI's Refinance Scheme. However, Companies having whole-time secretary need not perform Secretarial Audit, provided such Company Secretary submits a certificate of compliance of various provisions of law.

Secretarial Audit, once a year, of the Companies assisted by the Corpn. including the joint/associate sector Companies of the corpn. However, Companies having whole-time secretary need not perform Secretarial Audit provided such Company Secretary submits a certificate of compliance of various provisions of law.

Secretarial Audit, once a year, of the Companies assisted by the Corporation.

C. Due Diligence Certificates/Search Report

(i) Certification with regard to the compliance of various laws such as Factories Act, Safety Provisions and other local Acts, by the concerned borrowers.

(ii) Preparation of Search Report and other work connected with Registrar of Companies.

B. Secretarial Audit

1. Secretary of Company can also undertake such assignment.

2. In addition, certificate in respect of search reports from the records maintained by the office of the Registrar of Companies will be accepted.

To issue a certificate about certain prescribed details of a company chartering foreign fishing vessels, according to the guidelines issued by the Department of Agriculture and Co-operation.

A Company Secretary setting up industrial unit recognised as 'Special Class Entrepreneur' under the category of technical entrepreneurs (Special class entrepreneurs are eligible for 5% extra capital investment subsidy and other additional privileges for setting up industries).

The "Guidelines and General Information for Grant of Licence for Operating Internet Services" authorise Company Secretaries to issue certificate on net worth of the Companies. The Guidelines provide that a company having ISP licence and a net worth of Rs. One Hundered crore or more can only offer IPTV services subject to approval from Licensor. A certificate from Company Secretary (certifying the net worth of the company) is to be submitted

The Guidelines on Corporate Governance for Central Public Sector Enterprises 2007 provide that the company shall obtain a certificate from practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated in these Guidelines and Annexes.

Introduction of panel of Practising Company Secretaries for appointment as receivers, arbitrators, trustees and special officers.

Ministry of Finance, Department of Revenue, Central Board of Direct Taxes, have notified the profession of Company Secretaries under section 44AA of the Income Tax Act, 1961.

July, 1987

August, 1992

August, 2007

June 2007

February, 1983

October, 1992

VIII

67.

68.

69.

70.

IX

71.

X

72.

Department of Agriculture and Cooperation, Ministry of Agriculture

Entrepreneurship Department of Industries, Government of Orissa

Department of Telecommunication, vide its Guidelines No. 820-1/2006-LR, dated 24.8.2007

Ministry of Heavy Industries and Public Enterprises, Department of Public Enterprises, vide its ref. no. 18(8)/2005-GM dated 22nd June 2007

HIGH COURT

Calcutta High Court (letter no. Cor. 424 dated 9.2.1983)

ANCILLARY

Income-Tax Act, 1961

60

GOVERNMENT DEPARTMENTS

Appointment of superior posts and services under the Central Government.

“Secretary” redefined to include, a member of the Institute appointed to perform the duties which may be performed by a secretary under the Act and other ministerial or administrative duties.

(i) Every Company having a paid-up share capital of Rs. 5 crores or more to employ a whole-time secretary who is a member of the Institute.

(ii) Pass in Intermediate examination of the Institute eligible for appointment as whole-time secretary in case of Companies having paid-up share capital of less than Rs. 5 crores.

(iii) Pass in Intermediate examination of the Institute eligible for appointment as a whole-time secretary in case of a company with its registered office and corporate office and works situated in towns with a population of less than one lakh in accordance with Census of India 2001 Report and having a paid-up share capital of rupees two crores or more but less than rupees five crores.

Every producer company having an average annual turnover exceeding five crores rupees in each of three consecutive financial years to have a whole-time secretary who is a member of the Institute.

Compliance officer to be appointed by Listed Companies in Compliance with Circular No. SMD/POLICY/CIR-06/98 dated February, 12, 1988, shall be the Company Secretary of the Company.

For recruitment in public sector under-takings of the State to superior posts.

Qualification for recruitment to Grades I to IV in the Accounts Branch of the Central Company Law Service.

Empanelment of Company Secretaries for assignment of Indian experts to the developing countries of Asia, Africa and Latin America.

Degrees/diplomas awarded by Universities or other educational Institutes established by an Act of the Central or State legislature or by an Act of Parliament automatically specialize for the purpose of recruitment to the posts and services under the State Government.

February, 1968December, 1971July, 1981

May, 1988w.e.f. 15.6.1988

February, 1975(as amended in December 1988, April 1993, and in June, 2002

14 October, 2003

6 February, 2003

May, 1999

September, 1981

November, 1982

March, 1984

January, 1978June, 1981

Ministry of Education

Section 2(45) of the Companies Act, 1956

Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualifications of Secretary) Rules, 1988

Section 581X of the Companies Act, 1956

SEBI vide circular Letter No. SMD/POLICY/CIR-12/99 dated 18.5.1999

Government of Andhra Pradesh

Central Government (Ministry of Corporate Affairs)

Ministry of Home Affairs, Department of Personnel and Administrative Reforms

Government of Gujarat, General Administration, Department Circular No. RDD/1077/1120/K dated 16.1.1978 and letter No. RDD/1081/1781/K dated 23.6.1981

II. FOR A COMPANY SECRETARY IN EMPLOYMENT

1.

2.

3.

4.

5.

6.

7.

8.

9.

61

ACS is specialized as one of the qualifications for the purpose of Group 'A' appointments in the State Government Service in the departments concerned with Trade, Commerce, Finance, Commercial Taxes and Industry where such a specialized knowledge is called for.

Preference to be given to candidates possessing ACS qualification in addition to ACA/AICWA qualification, for recruitment to the posts of Finance Directors in State Government Undertakings in Kerala.

ACS as one of the superior qualification for appointment to executive posts.

Employees passing Intermediate and Final Examinations of Company Secretaryship course are eligible for lump sum incentives of Rs.2,000 and Rs. 4,000 respectively.

Fellow Members are eligible for appointment as Director/Professor/ Reader in AICTE approved management institutions.

Company Secretary or any other person to be designated as compliance officer.

Issuer to appoint its Company Secretary as Compliance Officer.

March, 1988

May, 1989

November 1989

th9 April,1999

April, 1991 (revised in 1999)

Sept., 2003

1 November, 2004

3 April, 2006

Government of Tamil Nadu, Personnel and Administrative R e f o r m s ( Pe r s o n n e l ) Department, Order No. G.O. Ms. No. 148 dated 7.3.1988

Government of Kerala, Planning & Economic Affairs (BPE) Department, Thiruvanathapuram, Order No. 10180/BPE – 2/89/Plg. Dated 29.5.1989.

Karnataka State Financial Corporation, Letter Pers/P- 3214 dated 10.11.1989

(a) Govt. of India, Ministry of Personnel, Public Grievances and Pensions (Department of Personnel & Training) O M No. dated 1/2/89-Estt.(Pay.I) dated 09.04.1999.

(b) Office of Comptroller & Auditor General of India vide Letter No. 284/ NGE(ENTT)/44-2005.

All India Council for Technical Education (AICTE),New Delhi, Letter No.FD/PSSC/2003-04/20

Model Listing Agreement for Listing of Debt Securities SEBI/CFD/DIL/CIR-39/ 2004/11/01

Model Listing Agreement for Listing of Indian Depository Receipts SEBI/CFD/DIL/IDR/1/ 2006/3/4

10.

11.

12.

13.

14.

15.

16.

62

LIST OF UNIVERSITIES WHICH HAVE RECOGNISED COMPANY SECRETARYSHIP QUALIFICATION AS EQUIVALENT TO POST GRADUATE DEGREE FOR PURSUING PH.D COURSE

Sl. Name of UniversityNo

1. Sardar Patel University Vallabh Vidyanagar Gujarat - 388 120

2. South Gujarat University University Campus Udhana-Magdalia RoadSurat - 395 007

3. Maharshi Dayanand University Rohtak - 124 001 Haryana

4, Guru Nanak Dev University Amritsar - 143 005Punjab

5. University of Poona Ganeshkhind Pune - 411 007 (Maharashtra)

6. Punjab University

Chandigarh – 160014

7. Nagpur UniversityRavindra Nath Tagore MargNagpur - 440 001 (Maharashtra)

8. Chaudhary Charan Singh University Meerut - 250 005Uttar Pradesh

9. Mangalore University MangalagangothriMangalore - 574 199

10. University of Kerala Thiruvananthapuram - 695 034

Kerala

11. University of MysoreViswavidyanilaya KaryaSoudha “Crawfort Hall”Mysore - 570 005

12. Cochin University of Science & Technology Kochi - 682 022Kerala

Reference

D:A:4/1/8209dated 26.12.1980

A/Eli/Equi/17388 dated 18/23.2.1981

AC-III/R81/2375dated 28.2.1981

Gen/Recog/8130dated 23.4.1981

Elg/4251dated 16/19.6.1981

4416/GM dated 31.3.1983

Exam./Recog./5591dated 21.9.1983

Proceeding of the Meeting of Equivalence Committee held on 8.12.83

MU/ACC/Ph.D/2284-85 (A5)dated 31.7.1985

Acad.C-3/2034/85 (Recogn.)dated 7.8.1985

R2/917/84-85dated 12.12.1985

Ac.A3/10705/85dated 25.3.1986

Subjects

Commerce

Commerce and alliedsubjects


Commerce

Commerce/Law/ Management

Business Management/Commerce

Commerce

Commerce


Commerce

Commerce


63

13. Bangalore University University City Campus Bangalore - 560 001

14. Shivaji UniversityVidayanagarKolhapur - 416 004

15. University of Bombay Mumbai - 400 032

16. Algappa UniversityAlgappa Nagar Karaikudi - 623 003

Tamilnadu

17. Manonmaniam Sundaranar University Tirunelveli - 627 009Tamilnadu

18. Pondicherry University R V Nagar Kala PetPondicherry - 605 014

19. Kuvempu University

Shankarghatta

Shimoga Distt.

Karnataka-577 451

20. Kakatiya University

Warangal - 506 009

Andhra Pradesh

21. Utkal University

Vani Vihar Bhubaneswar - 751 004 (Orissa)

22. North Maharashtra University Jalgaon - 425 001 (Maharashtra)

23. Karnatak University

DharwadKarnataka

24. Rani DurgawatiVishwavidhyalayaJabalpur - 482 001(Madhya Pradesh)

25. Dr. Babasaheb AmbedkarMarathwada UniversityAurangabad - 431 004 (Maharashtra)

Com./17663/85-86dated 3.4.1986

SU/Eligi./JNV/Equivi/3644 dated 21.12.1988

El/C 121 of 1989dated 9.1.1989

Letter dated 19.9.1991

MSU/CE/RECOGN/92-93dated 12.4.1993

Letter dated 21.7.1994

KU/AB/Afn-2/5212/94-95 dated 25.10.1994

1111/B4/KU/Recogn.94

dated 5.11.1994

AC/Recog./Gen-40/(P)20463/94dated 17.11.1994

NMU/94/5/33-B/8432

dated 6.12.1994

KU/Aca/PG/CRT/95/6993dated 9.1.1995

GS/95/31 dated 27.1.1995

Acad./Elqui/Eligi/94-95/59314 dated 7/8.12.1994

Commerce

Commerce

Commerce

Commerce/

CorporateSecretaryship/BankManagement

Commerce and allied disciplines

Commerce

Commerce/Law/Management

Commerce/BusinessManagement

Commerce


Management

Commerce


Name of University ReferenceSl. No. Subjects

64

26. National Law School of India University NagarbhaviBangalore - 560 072

27. Sambalpur UniversityJyoti Vihar BurlaSambalpur – 768 019 Orissa

28 North Gujarat UniversityUniversity Road Patan - 384 002 (Gujarat)

29. Bhavnagar UniversityGauri Shankar Lake Road Bhavnagar - 364 022Gujarat

30. The University of Kashmir

Hazartbal, Srinagar - 190 006

31. Dayalbagh Educational Institute(Deemed University) Dayalbagh, Agra -282 005 (U.P.)

32. Punjabi UniversityPatiala - 147 002Punjab

33. T.M. Bhagalpur University Bhagalpur

Bihar – 812 007

34. Bharathiar UniversityCoimbatore - 641 046Tamilnadu

35. National Academy of Legal Studies and Research (NALSAR) University of Law 3-4-761 Barkatpura Hyderabad - 500 027

36. Banaras Hindu University

Varanasi - 221 005

Uttar Pradesh

37. University of Madras

University Building

Chepauk, Chennai - 600 005

38. Jiwaji University

Vidya Vihar

Gwalior - 474 011 (M.P.)

MOU dated 5.11.1997

Notification No. 10420/Acd-Idated 10.7.1998

Aca/8479/2000dated 19.8.2000

Acad/PG/1994/4349/2002dated 8.3.2002

F(Recog.Acad)/KU/002dated 7.5.2002

DE1/GN/ACD-9/ 1839dated 2.1.2003

315/ARBdated 12.3.2003

M/39067 dated 7.11.2003

18732-I/S4/2003 dated 2.01.2004

MOU dated10.04. 2004 and letter dated 5.8.2005

RAC/Misc/Equivalence/2004-05/232 dated 8.6.2004

D.2/PH.D./ADMN/2004/572dated 28.6.2004

F/Academy/Arhata/2004/2942

dated 6.7.2004

Business Laws

Commerce/Managementand related field


Commerce

Commerce &Management

Commerce/Management



Commerce

Discipline of Law

Commerce

Commerce

Commerce and Allied

Disciplines


65

39. Annamalai University

Annamalainagar

Chidambaram - 608 002

Tamilnadu

40. Sri Venkateswara University

Tirupati, Chittor - 517 502

Andhra Pradesh

41. Osmania UniversityHyderabad - 500 007Andhra Pradesh

42. Devi Ahilya Vishwavidyalaya R N Tagore MargIndore - 452 001Madhya Pradesh

43. University of BikanerDungar College CampusJNV ColonyBikaner - 334 003 (Rajasthan)

44. Madurai Kamaraj University Palkalai Nagar Madurai - 625 021 (Tamilnadu)

45. Guru Gobind Singh Indraprastha University Delhi 110 006

46. Gauhati UniversityGopinath Bardoloi NagarGuwahati – 781 014

47. Berhampur University, Bhanja Bihar, Berhampur-760 007 (Orissa)

48. Mahatma Gandhi University,Kottayam - 686 560Kerala

B6/6430/2003

dated 5.11.2004

8008/C- I(2)/2005

dated 29 April, 2005

1/L/2005/Acad. dated 02.01.2006 and 2702/L/2006/Acad. dated 26.10.2006

No. 11/06/630

dated 27.4.2006

F.12()/UOB/Rese/2006/18047-18107 dated 1.11.2006

R3/Ph.D – 2007 dated 13.5.2007

GGSIPU/DAA/2007-08/117dated 2.01. 2008

GU/AC/Equiv/08/886-888 dated 17. 6. 2008

No. 10191/Acad-I dated 30.8.2008

ACD/3/3384/2005 dated

6th October, 2008


Management and Commerce

Commerce/ Business Management


Commerce/

Management/Law

Commerce and Management Studies

Management and Law

Commerce

Management

Commerce


66

NUMBER OF STUDENTS REGISTERED DURING THE LAST 10 YEARS

0

5000

10000

15000

20000

25000

30000

35000

FOUNDATION EXECUTIVE

1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09

11

12

1

18

42

1

83

15

16

07

1

98

91

15

98

8

11

53

3

17

43

6

10

79

6

16

41

7

91

71

12

15

0

84

43

12

78

6

88

69

15

28

5

20

43

2

29

53

9

12

08

9

20

94

3

0

2000

4000

6000

8000

10000

12000

14000

16000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

12

66

34

22

92

70

15

12

36

60

97

97

21

76

38

41

10

78

4

24

50

39

72

11

58

2

29

10

40

67

11

95

6

21

16

43

09

12

87

6

30

15

44

42

13

40

4

30

18

46

64

13

67

1

29

33

30

88

47

94

49

43

14

04

1

14

92

4

CP HOLDERS FELLOWS ASSOCIATES

NUMBER OF MEMBERS AS ON 31ST MARCH

67

LIST OF PUBLICATIONS

Publications

Corporate Governance Modules of Best Practices (Seventh Edition)

Prohibition of Insider Trading Law & Procedure

Practitioner's Guide to Consumer Protection Law

Handbook on Mergers, Amalgamations & Takeovers - Law and Practice

Securities Management and Compliances

Segmentwise Role of Company Secretaries

Doing Business in Thailand

Handbook on Internal Audit of Operations of Depository Participants

Delisting Of Securities

Handbook On Arbitration and Alternative Dispute Resolution

Referencer on Limited Liability Partnership Bill, 2006

World Trade organization International Trade Joint Ventures & Foreign Collaborations

Corporate Laws-2009 with CD

Guidance Notes

Guidance Note on Board's Report

Guidance Note on Compliance Certifcate

Guidance Note on Dividend

Guidance Note on Code of Conduct for CS

Guidance Note on Certification under Investor Education and Protection Fund

Guidance Note on Buy-Back of Securities

Guidance Note on Meeting of the Board of Directors

Guidance Note on Passing of Resolution by Postal Ballot

Guidance Note on General Meetings

Guidance Note on Signing of Annual Return

Guidance Note on Corporate Governance Certificate

Guidance Note on Preferential Issue of Shares

Guidance Note on Diligence Report for Banks

Guidance Note on Internal Audit of Stock Brokers

68

CD's

Chartered Secretary Journal on CD ROM

Referencer on Propounding Areas of Practice for Company Secretaries

Doing Business in Singapore

Secretarial Standards (SS-1 to SS-6)

SECRETARIAL STANDARDS

Secretarial Standards - A Compendium (SS-1 to SS-9)

Secretarial Standard on Meetings of the Board of Directors (SS-1)

Secretarial Standard on General Meetings (SS-2)

Secretarial Standard on Dividend (SS-3)

Secretarial Standard on Registers and Records (SS-4)

Secretarial Standard on Minutes (SS-5)

Secretarial Standard on Transmission of Shares and Debentures (SS-6)

Secretarial Standard on Passing Resolutions by Circulation (SS-7)

Secretarial Standard on Affixing of Common Seal (SS-8)

Secretarial Standard on Forfeiture of Shares (SS-9)

Secretarial Standard on Board's Report (SS-10)

st stList of Members as on 1 April, 2006 along with Supplementary List as on 1 April 2007 & 2008

69

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Role of Company Secretary

• Corporate Laws

• Corporate Governance

• Corporate Administration

• Board and Shareholders Meetings

• Corporate Compliance Management

• Stakeholder Relationship

• IPO, ADRs / GDRs

• Capital Markets, Stock Exchanges & Listing Agreement

• Mergers & Amalgamations

• Insider Trading & Takeovers

• Representations

• Arbitration & Reconciliation

• Direct and Indirect Taxes

• Investor Education and Protection

Corporate Governance, the buzzword in today's business environment is a combination of legal practices, ethics, best

management practices, wealth creation management and foresight. Company Secretary is the key person, who

implements all these in an encouraging environment. Besides, he plays a vital role in planning Company's future.

A Company Secretary who represents a company to the internal and external stakeholders, coordinates the

management functions and company policies, keeps an eye on ethics and mutual trust, helps in strategic decisions -

aligning the company towards excellence.

As a qualified professional from the ICSI, world's largest Institute for Company Secretaries, he is a true multifaceted,

who executes the day to day activities encompassing all the key areas of Corporate Governance, all the way to

corporate growth through foresight and professional dexterity.

Managing Excellence

Company SecretaryYour scaffold to be a Leader in the Corporate World

Concept

The letters 'CS' to be used by the Members as a prefix before their

names; shares a direct and umbilical relationship with the identity

of the Institute. A compact unit in itself, with the central arrow of

growth and excellence, it represents stability and integrity, which

are the hallmark of the profession.

Set in a sober deep blue colour, it represents a very confident and

upright professional.

LOGO FOR MEMBERS

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Documents

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