WELCOME YOU ALL

e-STUDENT INDUCTION PROGRAMME

The Institute of Company Secretaries of India IN PURSUIT OF PROFESSIONAL EXCELLENCE Statutory Board under an Act of Parliament

CCGRT - ICSI

e-STUDENT INDUCTION PROGRAMME BY Prof. R BALAKRISHNAN AT ICSI-CCGRT

Plot No. 101, Sector 15, Institutional Area, CBD Belapur 400614

5th

ON April 2012
E-mail: bala.hitsafrica@gmail.com Mobile: 9423013002
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Proposed Timing for sessions

Session Timing 1 10.00 10.15 2 3 10.15 11.00 11.00 11.45 Coverage Introduction Role of company secretary Prospects for company secretaries

TEA
4
5 6

BREAK
Registers and Records to be maintained by Company Secretaries Computer Literacy
Advance Business Tools internet browsing Audio / vide conferencing

11.45 13.00
13.00 13.15 13.15 14.00

LUNCH

BREAK

 Be the change that you wish to see in the World,

Mahatma Gandhi Heraclitus

Be the change that You wish to see in the World

There is nothing permanent except change Nothing endures but change

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Faculty Introduction

Faculty introduction
JagranCityPlus / In Focus August 31, 2010 Third year in Limca Book of Records R.Balakrishnan R Balakrishnan, who started his career as a clerk cum typist and then rose ahead to become a Company Secretary has got a rare opportunity of featuring in the Limca Book of Records for the third consecutive year. Balakrishnan who is well known as Bala in 7 his circles.

Faculty Introduction
R.Balakrishnan R Balakrishnan, who started his career as a clerk cum typist and then rose ahead to become a Company Secretary has got a rare opportunity of featuring in the Limca Book of Records for the third consecutive year. Balakrishnan who is well known as Bala in his circles is the first Indian to get the certificate of Certified Internal Control Specialists (CICS). His journey Bala who originally hails from Tamil Nadu came to Pune in 1964 with one of his father's friends. He was then 16 years of age and had just passed his matriculation.
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Faculty introduction
He made a visit to Pimpri to see the industrial area and decided to get a job there. Bala recalls, "I visited Mahindra Electro Chemical and approached manager AP Mathur for a job. He liked my boldness and laid down only one condition that I had to be a matriculate. I was but had left behind my certificate in Tamil Nadu. He trusted me enough to take me in and later the same man urged me to continue my studies as well. In those days, when I came to Pune, language was a big barrier for me, as I was only able to speak and understand English and Tamil. So in the initial days, I had to use sign language with some people.
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Faculty introduction
Further achievements After this Bala never turned back. He decided to study further and became a commerce graduate by appearing externally. Later he also studies law at ILS Law College and at Symbiosis Law College. But Bala never remained satisfied with his progress and always wanted to improve and grow further. Bala says here, "I was not just happy with being a commerce and law graduate. Then I decided to do MCom and joined BMCC. At my job front also things were changing. My salary and my designation kept increasing.
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Faculty introduction
I started as clerk cum typist was then head of Planning, Production and Control Department's head. When I left this company, where I was working for more than 15 years, I was finally made the head of costing department." In 1979 he joined another company where he was made as a Plant Accountant. This was at the same time when he cleared his ICWA inter exam. Limca Records He featured in the Limca Book of Records for the first time for being the first Indian Company Secretary to get award from the Institute of Chartered 11 Secretaries and Administrators of London.

Faculty introduction
Tireless work stamina Bala who is 62 now is still doing lot of things. After getting retired at the age of 60 from Foseco Chemicals in 2008, he got an assignment from a company in Bahrain for around one and half years. Today also he is a visiting faculty at Symbiosis Institute of Business Management. Till now he has written 150 articles in different journals and magazines on national and international front. He is also delivering lectures at various organizations and he has written two books up till now. Even after doing so much Bala feels that he has yet to do lot many things. We wish Balakrishnanji the very best for his future plans! ( Alok Medhi)
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Let us now begin the session

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How good you are in surfing?

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Which site you can get the past question papers of ICSI ?

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For question papers only

http://www.icsi.edu/WebModules/icsiweb/ questionpapers.htm

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Which site you can get the past question papers with answers also for Professional exam ?
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For solved question papers for CA, CS, CWA

http://companion.shuchita.co.in/

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SESSION -1

ROLE OF COMPANY SECRETARY

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Let us begin with a slide show

E:\My Docs\SPECIFIC\4 things u can't recover.lnk

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Introduction company secretary

Career - as a company secretary Position of - the company secretary The company secretary - is Role of - the company secretary The concept 7 S
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Company Secretary Career

ICSI is a premier National Professional body established by the Act of Parliament to develop and regulate the Profession of Company Secretaries. Career as a CS not only prestigious also Financially rewarding and Carries with it a high level of job satisfaction. After qualifying CS Examination and completion of training a candidate is admitted as a member (ACS) and eligible to be appointed / practice as CS
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Company Secretary Position

Behind Corporate Progress theres a strong backbone that is: the Company Secretary CS possesses integrated knowledge of multiple disciplines such as law, management, finance and corporate governance CS is the vital link between the company, its Board of Directors Shareholders - Government and other Agencies.
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Company Secretary is.

An in-house legal expert Compliance officer of the Company. Expert in corporate laws, securities laws & capital market and corporate governance Chief advisor to the board of members on best practices in corporate governance Responsible for all regulatory compliances of company Corporate planner and strategic manager
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Company Secretary Role

Attributes Integrity / Honesty Discretion Judgement Credibility

Confidence

Challenges

Being Heard Keeping Up-to-date Adding Value

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SEVEN S
STRATEGY STRUCTURE STAFFING SYSTEMS SKILLS STYLE SHARED VALUES
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SEVEN S
STRATEGY
STRUCTURE STAFFING

highly quality service lesser expenses

level one require to operate flat structure. one has to decide IT / ISO / SOPs / TQM such other systems skills available / training for acquiring further empowerment / supervisory / decision making respect / dignity / recognition
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SYSTEMS SKILLS STYLE SHARED VALUES

Company secretary in employment

The Company Secretary in employment acts as a vital link between the company and its BoD shareholders and other stakeholders and regulatory authorities; plays a key role in ensuring that the BoD procedures are followed and regularly reviewed provides the Board with guidance as to its duties, responsibilities and powers under various laws, rules and regulations

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Company Secretary in employment

The Company Secretary in employment acts as a compliance officer as well as an in-house legal counsel to advise the Board and the functional departments of the company on various corporate, business, economic and tax laws; is an important member of the corporate management team and acts as conscience seeker of the company.

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Company Secretary in Practice (PCS)

The Company Secretary in Practice Many of the members of the Institute are in independent public practice. Under section 2(45A) of the Companies Act, 1956 secretary in whole-time practice means a secretary who shall be deemed to be in practice within the meaning of sub-section (2) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) and who is not in full-time employment. Innumerable services are rendered by PCS as seen in the next slide
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Company secretary in Practice (services)

Corporate Governance Services / Secretarial Services Corporate Laws Advisory Services / Representation Services Arbitration and Conciliation Services Public Issue, Listing and Securities Management Takeover Code and Insider Trading Securities Compliance and Certification Services Banking Services / Finance and Accounting Services Taxation Services / International Trade and WTO Services / Advisory Services on IT / Management services
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BECOME SMARTER

YOU NEED TO BECOME SMARTER

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YOU NEED TO BECOME SMARTER

Skilled & Savvy Multi Disciplinary abilities Articulate & Adaptable Resourceful Trustworthy Efficient & Effective Reformer
- upgrade knowledge - know all regulations - changing environment

- information provider
- keep business secrets - timely compliance - roll model moral guide

SESSION -2
OPPORTUNITIES FOR COMPANY SECRETARIES EMPLOYMENT & PRACTICE
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Let us read a news item appeared very recently - 11 Jan

CS news.docx

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Employment Prospects
Company Secretary could be in whole time employment with any of the large / medium / small scale company in any sector including financial sector, banks, insurance or even he could be in educational lines such as lecturer / professor etc. OR Company Secretary could set up his own independent practice what is known as CS in whole time practice (Practicing Company Secretary - PCS)
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Employment Prospects
Companies having < share capital of Rs.5 crores are compulsorily required to appoint a whole time Company Secretary All companies seeking listing on Stock Exchange are required to appoint a whole time Company Secretary Membership of CS Institute is recognized for appointment to superior posts and services under Central Government.
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Assistance for employment

The CS Institute and its offices maintain the database of the members / students desirous of employment The Institute also assist the members and students for Placement. Campus interviews are also conducted for assisting the students to get employment. Vacancies for the post of Company Secretaries received by the Institute are placed on ICSI Website for reference / advertized through CS journals
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Recognition of CS course
The CS Course is recognized by the various Universities for admission to PhD Course appointment of Lecturers in Commerce & Management

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CSs Role / Areas

Corporate Affairs Corporate Governance and Business Ethics Corporate Insolvency & Restructuring Corporate compliance management Corporate and Social sustainability Securities Management and compliances Strategic Management

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CSs Role / Areas

Investor Relations Due Diligence Treasury Function Human Resource Management Foreign Collaboration and Joint Venture Global Business And many more

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Employment as CS
CSs are reasonably paid professionals. Boom in the economy has led to further demand for the professionals and CS are needed in various sectors and industries such as Manufacturing Service, as also in Financial sector Capital market and Banking etc.
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Employment as CS
After the globalization of services The field is opening in various countries for Practicing Company Secretaries as well. India is entering into bilateral Comprehensive ECA countries like: Singapore Malaysia Thailand and Mauritius etc.
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Employment as CS
These agreements recognize CS for free movement of professionals across borders. ICSI has entered into an MoU with ICSA - UK. This MoU recognizes CS of both the countries on certain conditions. The process of globalization and the process of comprehensive economic cooperation that India is initiating has also set in motion mutual recognition agreements between the ICSI and Institutes governing the profession in various other countries. This is opening up the world to Company Secretaries
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Employment as CS
Many Company Secretaries are already working in various countries like the: US, Canada, UK, Singapore, Malaysia, Thailand, Australia, New Zealand, Middle-east, Africa, etc. With their research and legal bent of mind, the employers of CS have recognized the CSs professional skill sets. CSs also possess managerial capabilities and analytical skills.
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Practicing Company Secretary

Certificate of Practice from the Institute Could go in for Independent Practice. Every company having a paid-up share capital < Rs. 10 Lacs but < Rs. 5 Crores is required to engage the services of a PCS for issue of Compliance Certificate. PCS are authorized to issue various Certificates under the Listing Agreement entered between companies and stock exchange(s)
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Certification under Listing Agreement for PCS

Certification under clause 47 (c):a certificate from a PCS that all transfers have been completed within the stipulated time. Certification under clause 49 :a certificate from the auditor of the company or from a PCS regarding compliance of conditions of corporate governance Certification pursuant to SEBI circular D & CC / FITTC /CIR-16/2002 dated 31/12/2002.:a certificate from PCS or by a CA regarding reconciliation of total shares of a company held in NSDL, GDSL and in physical form by the shareholders with the total admitted, issued and listed capital. 48

Various other Certification for PCS

Besides, there are various other event based certifications which are required by many regulatory bodies including Listing Agreement by many companies. Transfer to IPEF after the period of seven years Voluntary compliance certificate Certification for central excise / customs / import & export authorities under FEMA / tax laws etc. etc. We see in the next slides areas of practice and the various certifications under many statues.
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Certification by PCS
Give declaration in respect of section 25 companies that the Memorandum and Articles of Association have been drawn up in conformity with the provisions of the Act and compliance of provisions with respect to registration or matters incidental thereto. Signing of annual return of listed companies. Certificate regarding dispatch of certificate after transfer etc. under clause 47(C) of the Listing Agreement. Certification of statement of amounts credited to Investor Education and Protection Fund.
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Areas of practice for PCS

Project planning Raising resources / financial services Tax Planning and Management - Income Tax / Wealth Tax / Excise /Customs Intellectual Properties Act and WTO Personnel matters Appearance before the regulatory authorities Various state laws
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Certification by PCS
Compliance Certificate for companies not required to employ a whole-time secretary and having paid-up share capital of Rs. 10 lakhs or more. Making a verified declaration of compliances for obtaining a certificate of commencement of business/commencement of other business. Making the statutory declaration that all requirements of the Companies Act and the rules there under have been complied with in respect of registration of a company and matters precedent and incidental thereto.
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Certification by PCS
Give declaration in respect of section 25 companies that the Memorandum and Articles of Association have been drawn up in conformity with the provisions of the Act and compliance of provisions with respect to registration or matters incidental thereto. Signing of annual return of listed companies. Certificate regarding dispatch of certificate after transfer etc. under clause 47(C) of the Listing Agreement. Certification of statement of amounts credited to Investor Education and Protection Fund.
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Certification by PCS
Certificate regarding compliance with Private Limited Company and Unlisted Public Limited Company (Buy-back of Securities) Rules, 1999 including those relating to extinguishment and destructions of certificates which has to be done in the presence of a Practicing Company Secretary. Certificate on appointment of Managing Director/Whole-time Director/Manager under Schedule XIII. Certification to listed companies to the effect that all refund orders/ certificates issued were dispatched within prescribed time and manner and securities were listed on the stock exchanges as specified in the offer document.
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website of ICSI http://www.icsi.edu

Please visit the above website of our institute and click the PCS and you will know much more details of the opportunities, recognitions and other related details available to PCS You can even read the various recognition secured by our institute for a company secretary in employment also in this site

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LET US LOOK AT JOB OPPORTUNITY & REMUNERATION

Job opportunities for CS

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Employment as CS - India
Today a fresh CS could expect a starting (approx.) remuneration of Rs. 25000/- per month and It could go up to 50000/- within 2-3 years of experience. Most companies pay a very good premium to the qualification and offer incentives to retain the right people. As an eye and ear to the Board, a CS is one of the most promising career opportunities for professionals.

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Global Employment opportunities for CS

After the globalization of services The field is opening in various countries for Practicing Company Secretaries as well. India is entering into bilateral Comprehensive ECA countries like: Singapore Malaysia Thailand and Mauritius etc.
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Global Employment opportunities for CS

These agreements recognize CS for free movement of professionals across borders. ICSI has entered into an MoU with ICSA - UK. This MoU recognizes CS of both the countries on certain conditions. The process of globalization and the process of comprehensive economic cooperation that India is initiating has also set in motion mutual recognition agreements between the ICSI and Institutes governing the profession in various other countries. This is opening up the world to Company Secretaries
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Global Employment opportunities for CS

Many Company Secretaries are already working in various countries like the: US, Canada, UK, Singapore, Malaysia, Thailand, Australia, New Zealand, Middle-east, Africa, etc. With their research and legal bent of mind, the employers of CS have recognized the CSs professional skill sets. CSs also possess managerial capabilities and analytical skills. Next time when you open the computer, please search, CS opportunities in Malaysia, Singapore, Arab / African counties, you will know much better
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Subse bada rupayaa! Kitne paise milenga???

INDIA A fresh CS could expect a starting (approx.) Rs. 25000/p.m - could go up to 50000/within 2-3 years of experience. Most companies pay a good premium to the qualification and offer incentives to retain the right people. Many CS even reached positions of directors / MD

ABROD Fresher difficult some experience is required in the filed Should know the relevant laws of the country UK combined code, Kings II Code of Governance etc. You can expect $ 3000 to 8000 p.m Saving - < 50% upto 70%
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Job sites

Job forum for CS Some (known)

jobsites
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JOB SITE FOR CS

A forum is available for job for CS You can register in this forum your name By this forum, you can find job availability in the market. Forum is creating city wise statistics both job seekers as well as job availability in due course. The following link to the forum would help you You could register as members who wish to join http://groups.google.com/group/company-secretaryvacancies?hl=en-GB

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Some of the known Job Sites

www.naukri.com www.winentrance.com www.jobsahead.com www.digitalbhoomi.com www.cybermediadice.com hotjobs.yahoo.com www.jobs.net www.timesjobs.com www.computerjobs www.totaljobs.com www.careerbuilder.com

www.career.com www.computerwork.com www.topjobs.net www.bankjobs.com www.sciencejobs.com www.career.com

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Q&A

TEA BREAK

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Good after noon

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Session 3
Records Registers to be maintained by company secretary

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Passenger slide
E:\My Docs\SPECIFIC\passenger.ppsm

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SESSION 2

Records and Registers to be maintained by the Company Secretary

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Registers and Records

Every company required to maintain Different books and registers For record and as well to secure efficiency in operation Regulation under the Companies Act 1956 Known as statutory books Other books / registers also not required under the law but most companies maintain for proper and efficient running of the company & these are non-statutory books Failure to maintain offence attracts penalties Better we get familiarize with these The registers / books are also evidence
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Statutory books
Register of members Register of index of members Register of debenture holders Index of debenture holders (only if < than 50 numbers) Foreign register of debenture holders Registers of Investments in shares or securities not held in the name of the company Register charges Copies of annual returns prepared Minutes of book of board of directors / committees of board
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Statutory books
Minutes books of proceedings of general meetings Books of accounts and other cost records Register of contracts, with directors, companies and firms in which directors are interested Register of managing director, manager, secretary and directors Register of directors shareholdings Registers and index of beneficial owners Register of investments in shares and debentures of other body corporate and loan granted Register of deposits
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Non Statutory books / registers

Share application and allotment register Share call register / Share transfer register Debenture application and allotment register Dividend register Register of share warrant Register of certified transfers Debenture holders interest register Register of sealed documents Register of power of attorney Register of probates and letter of administration
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Books of accounts
Besides statutory and non statutory register, the company also maintain books of accounts under the Companies Act. Books of accounts kept by the companies Books of accounts kept by the foreign companies Books of accounts and records to be maintained by banks Books of accounts kept by liquidator

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Books of Accounts
What books of accounts to be kept? Can books of accounts be kept in loose leaf? Books of accounts and basis of accounting Keeping the books of accounts according to the double entry system Place of keeping books of accounts How long are books required to preserve? Responsibility of keeping proper books Inspection of books of accounts Secretarys duties and penal provisions
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Register of contracts
Register of contracts, companies and firms in which directors are interested Statutory provisions What particulars are entered? Time limit of recording of particulars Contract which the provisions apply Register can it be in loose leaf? Place of keeping register Inspection of register Whether applicable to private companies?
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Register of contracts
Secretarys duties Penal provisions Form of register Boards sanction when directors are interested Directors duty to disclose interest Details to be included in the register Serial no date name of parties terms of contract Date on which the contract is placed at the board Particulars of directors voting present interested Voted for against remained neutral -remarks
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Register of MD / Manager / secretary & directors

Statutory provisions What particulars to be included? Change among the directors Register can it be kept in loose leaf? Place of keeping register Inspection of register Whether applicable to private companies? Secretarys duties Form of register Penal provisions
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Register of MD / Manager / secretary & directors

Duty of directors etc. to make disclosures Notice of appointment disclosure by directors Notice of relinquishment of office disclosure by director Register to be kept open for inspection during office hours for members and other public Details in the register - name former name if any - fathers / husbands name - usual residential address nationality nationality of origin if different from present nationality business / occupation particulars of directorship in other places date of birth / age date of appointment / change
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Register of MD / Manager / secretary & directors

Duty of directors etc. to make disclosures Notice of appointment disclosure by directors Notice of relinquishment of office disclosure by director Register to be kept open for inspection during office hours for members and other public Details in the register - name former name if any - fathers / husbands name - usual residential address nationality nationality of origin if different from present nationality business / occupation particulars of directorship in other places date of birth / age date of appointment / change
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Register of directors shareholdings

Statutory provisions Applicable to whom? Particulars to be included Time limit for entry in the register Register can it be kept in loose leaf? Place of keeping register Inspection of register Whether applicable to private companies? (not applicable to Government companies) Production of the register in the AGM
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Register of directors shareholdings

Penal provisions Form of the register - sr. no name of director name of company number of shares held by nominee description of shares / debentures amount date of acquiring date of sale consideration for which acquired / sold

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Register of investments /loan made or guarantee given to any other body corporate
Statutory provisions Particulars to be entered Time limit Can it be in loose leaf form Place of keeping records Inspection Secretarys duties Penal provisions Form of register - Name date of investment/loan/ guarantee amount terms purpose - remarks
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Annual Return
Statutory provision company having share capital and companies not having share capital Signing of annual returns Place of keeping Inspection Preservation period Annual return by foreign companies Penalty
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Register of deposits
General Particulars to be entered Can it be loose leaf form Place where separate registers are necessary Inspection Preservation period Secretarys duties Form deposit holders name FD No date of deposit period date of maturity principal amount a/c no special instructions remarks
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SECRETARIAL STANDARD SS-4 ON RECORDS & REGISTERS

SECRETARIAL STANDARD BROUGHT OUT BY OUR INSITITUTE TALKS ELABORATLY ON RECORDS AND REGISTERS

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MAINTAING REGISTERS IN SOFT FORM

Can we maintain in soft form? Yes we can. Periodically one need to take the print out. Signed hard copies need to be preserved (authentication)

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Soft form of records sample

E:\My Docs\Fixed Asset Register.xls E:\My Docs\Register of Contracts format.xls

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Statutory register book

Would you like to physically see a statutory register HARD one not soft and would like to know how the register is maintained? If Yes we will see If No we proceed further

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MINUTES

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Minutes
Minutes general Drafting of minutes Statutory provisions Contents of board / general meeting Kinds of committees of directors minutes Time limit for writing the minutes Time limit for singing the minutes Alteration of minutes Place where the minutes book to be kept Indexing
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Minutes
Minutes to be evidence Inspection of Minutes Publication of minutes Secretarys duties Meeting quorum disclosure chairman absence of chairman Specimen how minutes are written

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Minutes
General Drafting of minutes Statutory provisions Contents of board and general meetings Confirmation of minutes Time limit for recording and signing minutes of board meetings Alteration of minutes
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MINUTES
Place where minutes are to be maintained Indexing of minutes Inspection of minutes books Publication of minutes secretarys duties

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MINUTES
Minutes not defined It is a written record of proceeding at a meeting Minutes could be (a) Minutes of narration and (b) Minutes of decision or resolution

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Minutes
Minutes of narration
recording leave of absence number of members present signing of minutes of previous meeting taking note of financial statements taking a note of receipts of notices from the directors and statements of proposers and seconders of motion closure of meeting etc.
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MINUTES
Minutes of resolution :-

Minutes of resolution are the records of the formal decisions of the directors or shareholders and is normally by customary prefixed by the word Resolve or Resolved that and such a resolution may, or may not be accompanied by statement enacting the mover and seconders.
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Minutes
Normally minutes of resolution are used in the case of general meetings with the addition of the names of proposers and seconders whereas in the board meetings a mixture of both i.e. minutes of resolution as well as minutes of narration are used.
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MINUTES BRIEF CLEAR UMAMBIGUIOUS

Resolved that pursuant to Section 198, 269, 309, 310, 311 and any other applicable provisions read with Schedule XIII of the Companies Act 1956, (including amendment or modification made from time to time or reenactment thereof) the consent of the company be and hereby accorded to the re-appointment of Mr..as Managing Director of the company for a further period of three years, effective 01 April .. to 31 March. on the following terms and conditions

A two page document showing Terms of conditions for

reappointment of Mr.. MD

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MINUTES BRIEF CLEAR UMAMBIGUIOUS

Resolved that this meeting approve the reappointment of Mr.as Managing Director of the company from.toand the payment of remuneration as set out in the explanatory statement attached to the Notice convening this general meeting. Explanatory statement briefly what is payable in in terms of salary / bonus and Part A / Part B and Part C ( A housing B education allow/ LTA and C other perquisites car, phone, gas, electricity etc.)
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MINUTES
Minutes to be evidence - sec 194 Inspection of minutes book board & committee meetings general meetings Publication of minutes Secretarys duties

102

MINUTES
Minutes private record not published Sometime circulation or advertisement of reporters of the proceedings of general meeting done Section 197 is relevant Chairmans statement is published normally it is said that this does not purport to be the proceedings of the meeting so that the penal provision is not attracted.
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MINUTES
Period of writing minutes:It can not be insisted upon that the minutes of the board meeting have to be signed within 30 days. Insistence can be made only as to the writing of the minutes within the period of 30 days from the date of meeting held. Source: circular No 25/76 of 1-9-1976
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MAINTAINING MINUTES IN LOOSELEAF FORM

The Department will refrain from taking any action against a company which maintained its minutes in the loose-leaf form, provided it complied with the other procedural requirements of the section and at the same time took all possible safeguards against manipulation or interpolation of the minutes and bound up the loose-leaves in books at reasonable intervals, say six months. {Source: Extract from Fifth Annual Report on Working and Administration of Companies Act 1956 year ended 31 March 1961}
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MINUTES PASTED IN MINUTES BOOK

Section 193(1B) is against the pasting of the minutes in the minute book; minutes of the general and board meeting cannot, therefore, be type-written and then pasted in bound minutes book or in loose leaves. Entering of minutes in the bound minutes book by a chemical process which does not amount to attachment to any book by pasting or otherwise is permissible provided on the mechanical impression of the minutes, the original signature of the chairman is given on each page. Source:- Letter No. 10(41)/70 dated 27.5.1971
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MINUTES BOOK TO BE KEPT AT COMPANYS REGISTERED OFFICE

It is obligatory on the part of the company to keep minutes book at its registered office. The said minutes book can be removed from the registered office of the company for holding board meeting at a place other than the registered office but only when a board meeting takes place outside the registered office of the company. Books of account do not include minute book (Source:- Clarification issued by Company Affairs)

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MINUTES

Drafting of minutes brief / clear / unambiguous Statutory provisions sec.193 Contents - board / committee meeting & general meeting Time limit for recording and signing - Sec 193 (1A) Alteration by a subsequent meeting (letter 8/2 Misc-75/CLV dated 5 May 1975 Place of keeping minutes book registered office Indexing own choice
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SECRETARIAL STAANDARD SS-5 ON MINUTES

SECRETARIAL STANDARD BROUGHT OUT BY OUR INSITITUTE TALKS ELABORATLY ABOUT MINUTES

109

Minutes sample
E:\My Docs\Minutes for view.doc

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Minutes (register )book

Would you like to physically see a Minutes Book (Register) HARD one not soft and would like to know how the register is maintained? If Yes we will see If No we proceed further

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Questions

112

SESSION -4

COMPUTER LITERACY

113

Computer Our day to day use (routine)

Desk top /Laptop E-mails Letters micro soft / word pro lotus smart suit. Soft copies Presentations Excel sheet Intranet and Internet
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Basic need for day to day

E mail operation Intranet operation in an organization Files creation / saving / modification / editing Copy / paste Excel sheet basic calculations where required Power point presentation Conversion of file format (word to acrobat) Attachment scanning
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Specific requirement of MCA

Digital signature (DSC) Storing in USB storage drive or in computer How to use DSC while filing documents Security Basic knowledge of internet options Filing procedure of documents Attachment Uploading / downloading
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117

For e-Filing on MCA21 Computer must have the following components installed Windows 2000 / Windows XP / Windows Vista / Windows 7 Internet Explorer v6.0 and above Adobe Reader V 9.3 and lower versions Java Runtime Environment (JRE)
118

MCA 21 requirements
1
2
3 4 5 6 7 PERSONAL COMPUTER WEB BROWSER INTERNET EXPLORER / NETSCAPE NAVIGATOR INTERNET ACCESS PREFERRED BRAND BAND CONNECTIVITY ADOBE ACROBAT READER 7.0.5 WINZIP SCANNER PRINTER
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Internet
Search engine Login / logout used id password Sites secured one / unsecured one Facilities available at the site usage Government maintained sites MCA / Taxation direct and indirect both / RBI / Import & Export Downloading forms Online filing / offline filing Credit card usage for payment / other options
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Internet
Checking details at the site Follow up procedure Status checking Feedback Getting required print out (challan, receipt SRN etc.)

121

 Advance business tools:

Internet browsing Conference calls & video conferencing)

122

Using search for locating sites

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125

Conference calls (Audio conferencing)

126

Speaker Phone-Conference phone

.

127

One more device

128

TTY/TDD
.

129

TTY/TDD
TTY/TDD - of telecommunication devices Make it easier for deaf and/or mute people to talk over telephone lines. TTY - telephone typewriter, teletypewriter or text phone. TDD - Telecommunications Device for the Deaf. Usually these devices categorized under TTY/TDD. Sometimes TTY means manual devices such as typewriters, TDD devices usually fall under computer assisted or digital devices.

130

TTY/TDD
A TTY/TDD device is the size of a typewriter or a small computer. Vast majority of these devices have a QWERTY keyboard and some sort of display screen that either uses LED, LCD or other display technology. Many TTY/TDD devices also include a printer which can use many types of printing technologies. However some resemble typewriters and have a spool of paper. With devices that have printing technology, text can be printed, shown on a display device or both.
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Audio conference /conference call

How does this work What exactly happens? Participation Do we need assistance from third person like operator etc Method procedure
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Audio conference Three-Way Calling

Allows more than 2 parties to communicate at the same time. This option may involve operator assistance depending on your telephone service.

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Advantages
Allows people to participate in the process without physically being present May act as a safe haven for people Minimal expenditures No need to reschedule meetings

Allows for timelines to be met

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Disadvantages
Absence of visual cues, body language and other forms of non-verbal communication Communication difficulties may be exacerbated due to language differences May not be effective for high profile issues Potential technical difficulties Individual would be unable to view pertinent documents during the meeting Not be able to sign documents during the meeting in case they are to be signed Can be time intensive

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Guidelines
Forethought about documents Develop an agenda Check Equipment Discuss procedures with concerned people prior to the meeting Conduct meeting in a low traffic area

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Important points
Dont use the hold button The facilitator should repeat or summarize salient issues Participants should be asked for input throughout the meeting The facilitator should formally close the meeting by thanking team members and stating when paperwork can be expected

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Evaluations

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Video Conference

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Video conferencing

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Corporate meetings
Corporate meetings are taking a big leap forward through video conferencing. Thanks to Video Conferencing facilities Without physically present, one could participate in the meetings We could see each other through video face expression body language Physical signing of documents not possible It is far better than the audio conference / teleconference calls
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Corporate meetings
Video conferencing is an interactive two-way visual and audio communication over a distance. It is often referred to as "video conferencing" or "video teleconferencing", both of which mean the same thing. It is one of many technologies within the domain of "video communications" including broadcast television, video streaming, video assessment and video collaboration.

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Corporate meetings
Legal recognition? MCA issued a circular recognizing video conference subject to certain conditions to be fulfilled detailed circular of May 2011 could be referred to on this The bill which is pending at Parliament, when passed Would also contain the provisions on audio / video conference Video conference is helpful for effective meeting , decisions etc, when the concerned people are unable to be present in person for meeting
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In summary
One need not become an computer expert Basic knowledge of usage is a must - Related to day to day working - Related to regulatory dealing Related to online filing / submission of documents Related to status checking / providing feedback One need to be well versed in locating the site and Getting the desired information Search engine would help (Google / Yahoo / MSN etc.) Audio / video conferencing could be resorted for participation and not for board / committee meeting as on date
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Q&A

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Let us watch a small clip

Amazing (to run from desk top)

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The End

THANKS

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