1. Disclaimer:  I am a Participant  Personal Views - Not of the ICSI 1

2. CS. PREMNARAYAN TRIPATHI May 16, 2015 2

3. 1. Who we are? i.Expert [Sec. 2(38)] “Expert” includes an engineer, a valuer, a chartered accountant, a company secretary, a cost accountant and any other person who has the power or authority to issue certificate in pursuance of any law for time being in force. (Proficiency over subject matters) ii.Professional Engaged in a specified activity as one’s main paid occupation rather than as an amateur. - Sincerity, commitment, due diligence, efficiency….. - Operational/Procedural aspects - To say ‘No’ in case of scarcity of time - Not a BUSINESSMAN 3

4. iii.Key Managerial Personnel [Sec. 2(51)] in relation to a company, means- i)CEO or MD or the Manager ii) the Company Secretary iii)the Whole-time Director  Due Recognition in the Act  Not Personal/Director/MD’s Secretary 4

5. To report to the Board about Compliance with the provisions of the Act, Rules made thereunder and other laws applicable to the Company To ensure that the Company complies with the applicable Secretarial Standard Facilitate convening of BM/GM/Committee Meeting Maintain Registers, Minutes Book and other records Take approval of Board, Members and Government wherever required Assist the Board in Corporate Affairs Advise the Board in ensuring good corporate governance Such other duties as may be assigned by the Board 5

6. 2.What we are doing?  Certification - Affixing DSC - DSC affixed by trainees - Affixing stamp  Attestation  Signing  Authentication (Sec.21)  Signing on behalf of Directors (extra care…) 6

7. 3. What is Expected by- i. Regulatory authorities ii. The ICSI iii. Company / Promoters iv. Stakeholders 7

8. MMode of Engagement (….Duly engaged..) i. Engagement for Incorporation of Company ii. Certification: ◦B◦B oard Resolution [Sec. 118(8)] ◦E◦E ngagement Letter ◦R◦R etainership/Consultancy Agreement iii. Board Resolutions for CS in employment 8

9.  Refer Section, Rule and Instruction kit of respective Form  Whether ALL required documents are attached  Whether attachments are legible  Content of Letterhead (CIN, Regd. Office Add., Email etc.)  Whether Name, Designation, DIN and Address of Signatory are mentioned in the Certified true copy of the Resolution  Content of attachments: e.g. Resolution u/s 179(3)(d)(e)(f)/180(1)(c)/186  Whether authority for affixing of DSC and Filing of Form is given.  STP Forms  Keeping record of Originals  Refer Companies (Registration Offices and Fees) Rules, 2014 9

10.  8. Authentication of documents.-  (3) The authorised signatory and the professional, if any, who certify e- form shall be responsible for the correctness of the contents of e-form and correctness of the enclosures attached with the electronic form.  (7) It shall be the sole responsibility of the person who is signing the form and professional who is certifying the form to ensure that all the required attachments relevant to the form have been attached completely and legibly as per provisions of the Act, and rules made thereunder to the forms or application or returns filed.  (9) Where any instance of filing document, application or return etc, containing a false or misleading information or omission of material fact, requiring action under section 448 or section 449 is observed, the person shall be liable under section 448 and 449 of the Act. 10

11. FFrequently used Forms: [Certification required under Rule 8(12)(a) of Registration Offices and Fees, Rules] i. MGT-14 ii. PAS-3 iii. DIR-12 iv. MR-1 v. INC-22 MGT-15 (for listed company) 11

12. MMGT-14: [Section 94(1), 117(1)] Reference of section 192 of The Companies Act, 1956 is given whereas this section is not in force (replaced by Section 117) ( MCA C ircular No. 7/2014 ) One Form for different events within 30 days (Instruction kit) Board resolutions u/s 179(3) Duly convened Board Meeting – adherence to SS 1 (Board Meeting) Special resolutions Resolutions under Postal Ballot Ordinary resolutions [180(1)(a) & (c)] Agreement (MD related) resolution under section 94(1) Failure to file: Penalty :- Rs.5 Lacs – Rs.25 Lacs 12

13.  Form PAS-3 [Sec.39(4) and 42(9) and Rule 12 and 14 Companies (Prospectus and Allotment of Securities) Rules, 2014 ] Ref. of Sec. 62 and 63 ought to be given in the Form Allotment for Cash/other than Cash List of Allottees (Name, Address, Occupation, No. of securities) to be certified by the signatory of Form PAS 3 Certified true copy of Board Resolution/Shareholders’ Resolution Latest Debt Structure of the company Valuation Report from the valuer Private Placement offer letter and acceptances in Form PAS-5 Penalty: Sec. 42(10) - Amount involved/Rs.2 Cr., whichever is Higher 13

14.  Form DIR-12 [section 7(1)(c), 168 & 170 and Rule 17 of the Companies (Incorporation) Rules, 2014 and 8, 15 & 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014] [Ref. of 7(1)(c) should be 7(1)(f)] One Form for different events within 30 days Person being appointed should NOT be Director in >20 Cos. Consent in Form DIR-2 (Notarized, during incorporation of Company) Self Attested copy of Identity and Residence Proof Declaration by the First Directors in Form INC-9 (Notarized) Letter of Appointment on the letterhead of the Company Notice of Resignation Evidence of Cessation Interest of Director in other entities Certified true copy of Board Resolution 14

15.  Form MR-1 [Sec. 196 read with Sec. 197 and Schedule V and Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] Ref. of Sec. 203 ought to be given Filing within 60 days Board Resolution including Designation of KMP, proposed Remuneration, Tenure of Appointment etc. Consent Letter (format not prescribed for CEO/CFO/CS) Copy of Remuneration Policy, if applicable Cert. by Auditor/CS/PCS (Sch. V – Part III). Mandatory attachment. Not provided in Form. 15

16. FForm INC-22 [Section 12(2)&(4) and Rule 25 and 27 of the Companies (Incorporation) Rules, 2014 ] Personal visit of the Regd. Office Proof of Regd. Office address - copy of Index issued by sub-registrar/Municipal Tax Bill/Lease Agreement etc. Electricity Bill or Telephone Bill or Mobile Bill or Gas Bill – Not older than 2 months. No Objection Letter for using premise as Regd. Office in case such premise is owned by any other entity/person. List of all the companies (specifying their CIN) having the same registered office address, if any; Name and Address of Police Station nearby Regd. Office. 16

17. FForm MGT-15 [Section 121(1) (2) and Rule 31(2) of Companies (Management and Administration) Rules, 2014] Listed Public Companies Report on AGM- in addition to the minutes Fair and correct summary of the proceedings - M ention some key points related to the meeting held Attendance Register Ensure Quorum of Meeting Confirmation w.r.t. compliance of the Act and the Rules, Secretarial Standards made thereunder – SS 2 No attachment - No Certification Failure to file: Penalty – Rs.1 Lac to 5 Lac + 17

18.  Principal Business Activities of the Company: All business activities contributing >=10% of the total turnover of the company shall be stated  Particulars of Holding, Subsidiary and Associate Companies with applicable Section  Capital Structure (at the Beginning, changes during the year and at the end of the year)  Turnover and Net worth  Category wise Shareholding – akin to Listed Co. cl. 35  Determining Promoters: Shareholding of Promoters and Changes therein  Shareholding pattern of top Ten Shareholders (other than Directors, Promoters and holders of GDRs and ADRs)  Shareholding of Directors and KMP  Indebtedness (Secured Loan + Unsecured Loan + Deposits)  Details of Members, Debenture holders and other securities holders and transfer during the year 18

19.  Details of Directors (Composition of Board, Details of Individual Directors, Details of Directorships in other companies and changes therein)  Details of KMP  Meeting of Members/Class of Members/ Board/Committees of the Board of Directors  Remuneration of Directors and KMP  Penalty, Punishment and other Compounding of Offences  Matters related to Certification of Compliances and Disclosures.  CSR amount spent by the Company  Limits u/s 180(1)(c) and 186(2) 19

20. SSigning Requirement : Except OPC and Small Company = Director + CS/PCS For OPC and Small Co. = CS/Director Certification Requirement : For Listed Company and a company having paid-up capital => 10Cr. or Turnover => 50Cr. Certificate by P CS in Form MGT-8 PPenalty: Section 92(6) If a PCS certifies the annual return otherwise than in conformity with the requirements of section 92 or the rules made thereunder – fine Rs. 50,000/- to Rs. 5,00,000/-. 20

21.  Query: CS resigned in May, 15 – AGM held in June, 15 – CS vacancy not filled – 6 months period provided in Sec. 203(4) Whether the PCS can Sign MGT-7 as well as can issue Certificate in MGT-8? 21

22.  the Annual Return states the facts as at the close of the aforesaid financial year correctly and adequately (50% Secretarial Audit)  the Company has complied with provisions of the Act & Rules made there under in respect of: proper notices of BM/GM/Committee Meeting were given, properly recorded in the Minute Book/registers maintained for the purpose advances/loans to its directors and/or persons or firms or companies referred in section 185 of the Act contracts/arrangements with related parties as specified in section 188 of the Act; acceptance/ renewal/ repayment of Deposits ; Borrowings and creation of Charge loans and investments or guarantees given or providing of securities to other bodies corporate or persons falling under the provisions of section 186 of the Act 22

23. Based on standalone financial statements Extract of Annual Return (Form MGT-9) No. of Board Meetings Statement given by independent director explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made— ( i) by the auditor in his report; and ( ii) by the company secretary in practice in his secretarial audit report; particulars of loans, guarantees or investments under section 186; particulars of contracts or arrangements with related parties AOC 2 23

24. Composition of CSR Committee Disclosure of content of CSR Policy Financial summary/Highlights Details of Directors/KMP who were appointed or have resigned Name of companies which have become or ceased to be its subsidiaries, JV or associate co. during the year Details relating to deposits including deposits which are not in compliance with the requirements of Chapter V of the Act the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future; the details in respect of adequacy of internal financial controls with reference to the Financial Statements 24

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