SCHEME OF NEW COMPANIES BILL, 2011

A simple effort has been made to analyze the Companies Bill, 2011 along with brand new provisions as introduced in the Loksabha on 14th December, 2011 with the help of inputs provided by ICSI.

SCHEME OF NEW COMPANIES BILL, 2011

1. The Bill has 470 clauses and 7 schedules as against 658 Sections and 15 schedules in the existing Companies Act, 1956.
2. The entire bill has been divided into 29 chapters.

Following chapters have been introduced, viz.

1. Registered Valuers (ch.17);
2. Government companies (ch. 23);
3. Companies to furnish information or statistics (ch. 25);
4. Nidhis (ch. 26);
5. National Company Law Tribunal & Appellate Tribunal (ch. 27);
6. Special Courts (ch. 28)

Just like previous The Bill empowers Central Government to make rules, etc. through delegated legislation after having detailed consultative process (clause 470 and others).

The Bill provides for self-regulatory process and stringent compliance regime.

THE SALIENT FEATURES OF THE BILL:

1. Concept of One Person Company (OPC limited) introduced by Companies Bill, 2011 through Clause 2(62).
2. In Clause 2(85) of Companies Bill, 2011, Small companies have been defined by fixing maximum paid-up share capital not exceeding Rs. 50 Lakhs and such companies will be required to follow less stringent regulatory provisions.
3. In Clause 18 of Companies Bill, 2011, the proper provision for Conversion of Companies already registered has been introduced.
4. In Clause 7(1)(b) of Companies Bill, 2011, A provision has been made regarding declaration to the effect that all the requirements of the Act in respect of registration and matters precedent or incidental thereto have been complied with. Company Secretaries continue to be recognized for the purpose of giving this declaration.

INTRODUCTION OF E-GOVERNANCE

Another important feature added by Companies Bill, 2011 in corporate practice is formal introduction of much awaited concept of E-Governance.

E-Governance proposed for various company processes like maintenance and inspection of documents in electronic form, option of keeping of books of accounts in electronic form, financial statements to be placed on company’s website, holding of board meetings through video conferencing/other electronic mode; voting through electronic means.

After the introduction of E-Governance companies can maintain its statutory registers in electronic mode and hold its board meetings through video conferencing.

BOARD AND GOVERNANCE

Appointment of Key Managerial Personnel [Clause 203(1)]

As per clause 203 of Companies Bill, 2011 the Company Secretaries are recognized as whole-time key managerial personnel. Also Companies Bill, 2011 has made the appointment of Company Secretary mandatory.

As per clause 203 of Companies Bill, 2011, every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,—

1. Managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; and

2. Company Secretary.

Unless the articles of a company provide otherwise, an individual shall not be the chairperson of the company as well as the managing director or Chief Executive Officer of the company at the same time [Proviso to Clause 203(1)].

Bill 2011, also provides the definition of Key Managerial Personnel under Clause 2(51) of the Bill, which is as follows:

“Key Managerial Personnel”, in relation to a company, means—

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the Company Secretary;

(iii) the Chief Financial Officer if the Board of Directors appoints him; and

(iv) such other officer as may be prescribed;

Every Company Secretary being a KMP shall be appointed by a resolution of the Board which shall contain the terms and conditions of appointment including the remuneration. If any vacancy in the office of KMP is created, the same shall be filled up by the Board at a meeting of the Board within a period of six months from the date of such vacancy [Clause 203 (2) & (4)]

If a company does not appoint a Company Secretary, the penalty proposed is:

1. On company – one lakh rupees which may extend to five lakh rupees.
2. On every director and KMP who is in default – 50,000 rupees and 1,000 rupees per day if contravention continues.

MINIMUM PERIOD PRESCRIBED FOR AT LEAST ONE DIRECTOR ON BOARD TO STAY IN INDIA

This kind of provision also prescribed for the very first time. Every company shall have at least one director who has stayed in India for a total period of not less than 182 days in previous calendar year [Clause 149(2)].

CONCEPT OF INDEPENDENT DIRECTORS

The concept of independent directors has also been touched upon for the very first time under clause 149.

1.  All listed companies are required to appoint independent directors.
2. Such other public companies as may be prescribed by the Central Government shall also be required to appoint independent directors.
3. At least one-third of the Board of such companies should comprise independent directors.
4. Nominee director appointed by any institution, or in pursuance of any agreement, or appointed by any Government to represent its shareholding shall not be deemed to be an independent director.
5. As per first proviso to Clause 161(2) only an independent director can be appointed as alternate director to an independent director.
6. The Independent directors shall abide by a code provided in Schedule IV to the Bill.
7. Independent directors shall hold office up to two consecutive terms. One term is upto five consecutive years.
8. Eligible for appointment in same company after cooling period of three years.

BOARD MEETINGS THROUGH VIDEO-CONFERENCING ALLOWED NOW

Another master change proposed in Companies Bill, 2011 under clause 173(2) is participation of directors at Board Meetings has been permitted through video-conferencing or other audio visual means, provided such participation is capable of recording and recognizing. Also, the recording and storing of the proceedings of such meetings should be carried out.


Link:http://www.icsi.edu/WebModules/LinksOfWeeks/HIGHLIGHTS-COMPANIES%20BILL2011.pdf

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ICWAI DEMANDS DROP “CHARTERED” FROM ICAI

The President and members of the Council of the Institute of Cost and Works
Accountants of India express their utmost unhappiness on the passing of the ICWAI.Amendment Bill in the Rajya Sabha on 12th Dec 2011, by which the name was proposed to be changed to the Institute of Cost Accountants of India. Our Institute strongly objects to the move by the sister professional body in interfering the activities of the another professional body to encourage foreign management accounting bodies to establish their presence in India to the detriment of Indian professionals. The Hon’ble Minister in his reply to the debate in Rajya Sabha also questioned “After independence, why a colonial name like Chartered should be there. You know,this is a matter which is left to the Chartered Accountants of India to consider.”


We also demand that in the post independence era let the Government also change the name of the Institute of Chartered Accountants of India into some other name or remove the name “Chartered”. While for this the Government feels that it is the matter which has to be taken up by the Chartered Institute, in our case we find that without our consent our name is proposed to be changed at the behest of The Institute of Chartered Accountants of India. The dominant position enjoyed by the Chartered Accountants are
taken advantage by that Institute in creating block for a sister professional body which is catering to the youth to get a professional accounting qualification while working in whatever employment they are already in, to further their growth prospects.


The Institute of Chartered Accountants of India have been continuously interfering with the name change of our Institute, objecting to the name by which the similar cost accounting bodies across the globe are called. Unfortunately, due to their dominant position which was recognized even in the Report of the Standing Committee of Parliament, our genuine request is not heeded by the Government. In the Rajya Sabha’s debate during the Bill many  Hon’ble  Members commented that the entry of foreign consulting firms through surrogate Indian audit firms should not be encouraged. They also commented that “That is why it is quite possible that money is illegally taken by some entities to foreign countries with the advice and superb consultancy with the Chartered Accountants ……. That is why along with the quantity of Chartered Accountants ……… the professional ethics in this country, unfortunately, are declining very fast and sometimes feel that it is going to the point beyond no repairs.” In another statement in the same debate Hon’ble members commented “Now in the recent 2G scam, you will be surprised to know
that in all the cases of all these companies, whatever certificates were given by the auditors that their authorized capital is this much and paid up capital is this much, were false. They got the license on the basis of false certificates issued by the auditors. It is a very serious issue Sir”. The growth of membership as well as students in the past five years of ICWAI has been
phenomenal with the growth rate of 30% every year. The students are growing at the rate of more than 50% in recent years. This shows that the youth of the country have recognized that a major opportunity lies in acquiring a professional qualification. In all the cases which was mentioned in the Rajya Sabha debate the Chartered Accountancy profession was targeted but ultimately the punishment was handed over to the Cost


Accounting profession which has no role in these scams. Through this exercise, theInstitute of Chartered Accountants of India have enabled foreign management accounting bodies to establish their presence in India. Indirectly this is creating a position of dominance for the Chartered Accounting Institute, which goes against the principles the Government is trying to establish through the Competition policy.


The 50,000 members and 4,00,000 students all over the country are pained due to this unfortunate development. The Central Council Members, Office Bearers of the Regional Councils & Chapters of the Institute have started to send their resignation to the President as a mark of protest against this unfair activity of the Institute of Chartered Accountants of India in preventing the just demand of our profession.
Link to the above article
http://www.icwai.org/icwainew/docs/ICWAI-PRESS-RELEASE.pdf

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Download Deed of Partnership

To Downlaod Deed of Partnership  click here
To Downlaod Another Partnership deed  click here

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Pay Income Tax Through ATM

Paying Income Tax may now be as easy as paying your credit card or phone bill. CBDT has now enabled payment of taxes through ATMs of certain designated banks using the online Tax Accounting System ( OLTAS ). These include - Corporation bank, Bank of Maharashtra,Union Bank Of India, UCO bank,Bank of Baroda,Oriental Bank of Commerce, Punjab and Sind Bank,Axis ban...k ,HDFC bank, Indian Bank,Canara bank ,PNB,CBI and Andhra bank.

The Facility covers payment of advance tax , self assessment tax ,as well as tax due after regular assessment.

The ATM will display the option of direct tax payment , on clicking which , details like PAN and heads of taxes will be shown.The tax payer will receive a printed acknowledgement as well as SMS on a successful transaction.


The assessment year and the amount will have to be entered on the ATM screen after which funds will be debited from individual's account.

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Tips for Effective Revision

As we all know revision is an important aspect of preparation of professional examination. One needs to do intelligent revision of the course as many times as possible. Reason being lack of revision may become the reason of your failure. A good revision is just like a super –key to your success. But you must know how to use this key. Just think positive about your exam, about your exam preparation and other co-related things. Never think that “This technique is not gonna work for me”. Keep yourself ready to accept new ideas and tricks to succeed in life.   
 
Now CS December exams 2011 are just 2 weeks away. So I am making this effort to help them by sharing few suggestions regarding exam revision. Let me clarify this thing to every that these suggestions are also very useful for every student. If you like these suggestions please share your comments:
                            

1. Prepare a revision plan: Before starting the revision it is very important to prepare a revision plan. In fact this plan should be in your mind from the very starting i.e. when you start preparing for exams bcoz without proper revision it is very difficult to re-call anything during exam time.

 

2. Review the revision material: For a effective revision plan I would suggest you to divide the course content in to 3 categories:

• First: In the first category you may add all the important topics and frequently asked questions given in scanner. Here also add topics which are imp from the practical question point of view especially in Audit and law. 
• Second category: In the second category add topics regarding the exam importance of which you are confident and which are easy in preparation and revision. A good revision of this category will strengthen your position in exam.
• Third Category: In this category add the balance topics which are not important from exam point of view. Just give them a basic reading and finish them off. During routine preparation give this kind of topics a sound reading in order to understand them.

  

3. Knowledge of important chapters: Exercise given in second point will help you to understand the structure of course from the revision point of view. First of all at the time of revision it is very essential to have the knowledge of important chapters and topics. So prepare a list of important chapters and topics and first revise them. This will save your time and energy during the final preparation of your exam and enhance your confidence bcoz you know important topics are on your tips at the exam time.

 

4. Simple reading to other topics: For topics not covered in point no. 2 (a) and (b), i.e. those which according to you are not really important for coming exam, just give them a reading for better understanding. Try and be confident about these topics. Basic knowledge of these topics is enough. This will again save your time and energy and prevent you from confusion regarding what to revise and what to leave.

                            

5. Prepare very small notes for revision: During my study time I was really fond of this technique. We used to prepare very short note of a super imp topics in out note book and mention the page number of note book on our study material or reference book. Later on during final revision open that page number of your note book and revise the topic quickly.

                          

6. Discussion with your group: Another wonderful way to revise is to discuss topics with your friend circle. It will help to you revise the things without any special effort and improve your re-calling power. I used to teach my friends who help me a lot to make commend on given topics especially in law. If you successfully resolve the study related issues of your friends that means your preparation is good.

                              

7. Avoid multiple reference books or notes: During normal preparation it is very much understandable to refer more than one book or notes. However in the process of revision I would suggest you to use single book or use your note book. This is really important to save your time and maintain your revision planning. Revising one topic from multiple books is really fetal to your preparation. Hence plz remember this point.

                        

8. Use latest gadgets: Earlier this technique was not available for our revision and now also most of the students are not aware about this trick to revise. I got this idea from my cousin. He used to feed the notes in his phone enriched with MS office and easily revise everything during commute time. I really found this trick very useful and now with technological advancement in the field of phones and i-pads it becomes very easy for everyone. I understand it is not possible for everyone but still we may consider this as a revision method.   

                        

9. Workout on your basics and follow conceptual study: For quick and successful revision at the exam time it is very important to have clear idea of concepts and basics. If your concepts and basics are not clear then revision will take extra time. So as per my suggestion work very hard at the time of usual preparation for a better result bcoz revision process is just to remind you what you have prepared during usual preparation of your subject and chapters.

                              

10. Understand the importance of time management: If you are not interested in understanding the importance of time management, then this kind of professional study is not for you. A good time management is required at every stage of your professional life. Follow your revision schedule regularly without fail. Always think about how to use your time in the most efficient manner. In short never waste your time as it is money.

Hope you find the above points useful. Please try to implement them in your study.

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DILUTION OF IDENTITY!!!! "ICWAI will be Known As ICAI"

PROTEST ONE AND ALL! Against the move of parliament approving the amendments to the existing legislation whereby the Cost and Works Accountants are permitted to be known as Cost Accountants. Also, there will be some brand confusion as the Institute of Cost and Works Accountants of India will now be called the Institute of Cost Accounts of India. As a consequence, the Chartered Accounts Institute and the Cost Accounts Institute will share the same acronym – ICAI. A direct bearing of the said Parliamentary approval would not only have serious repercussions as to ICWAI members referring themselves as “Cost Accountants (ICAI)” and thus there would be two sets of ICAI members i.e. us the Chartered Accountants and Cost Accountants.

We personally feel lot of... respect and gratitude towards the Cost & Works Accountants and their professional domain and will keep respecting them in future also but we should strongly oppose this move of parliament as this involves sharing of our identity. This move will not only dilute the Identity of Chartered Accountants with that of Cost & Works Accountants today, but also may be threat to our professional interest tomorrow. Moreover this act would lead to lot of confusion in society between the CHARETERD ACCOUNTANTS and COST ACCOUNTANTS, as both would now be known by same acronym “CA” and the same situation shall lie with the name of both the Institutes.

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Self-Assessment Quiz for Common Proficiency Test (CPT)

The Board of Studies has launched Subject Wise Online Self-Assessment Quiz for the CPT Course to enable students make a self assessment of their preparation for the forthcoming examination with 50 questions to be answered within 1 Hour. The online system would generate a new Question Paper every time the quiz is taken by the student. Please click on the following links to take the respective quiz: CPT Self Assessment Quiz on Fundamentals of Accounting CPT Self Assessment Quiz on Mercantile Laws CPT Self Assessment Quiz on General Economics CPT Self Assessment Quiz on Quantitative Aptitude

Students are advised to take advantage of this online resource to facilitate their examination preparation in a timed environment.Views and suggestions to improve this facility are invited by e-mail to CPT.SAQuiz@icai.org

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BoS e-Learning Module on Financial Analysis Using MS-Excel 2010

ICAI has launched online e-Learning Module on “Financial Analysis using MS-Excel 2010” to provide Hands-On Practical Training (HoT) on use of MS-Excel 2010 for financial analysis for the benefit of students. Please click on the following links to access respective units: Welcome & Objectives Depreciation Case Study Capital Budgeting Case Study Income Tax Case Study – Part I Income Tax Case Study– Part II Cash Budgeting Case Study EMI Case Study

Students are advised to take advantage of this online resource to facilitate greater use of MS-Excel 2010 for their financial analysis and reporting requirements. Views and suggestions to improve this facility are invited by e-mail to CPT.SAQuiz@icai.org

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Download CS Admit Card Of December 2011 Exam

Download CS Foundation,CS Executive & CS Professional / final Admit Card of December 2011 Exam from the below link
http://icsi.indiaeducation.net/


The System of Sending Physical Admit Card by post has been Disabled students are requested to download there Admit Cards from the above link.

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Download CARO, ISCA Solution of Nov 2011 Exam And Standard Costing Notes.

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CPT Admit Card

Admit Card of CPT Dec-2011Exam Has Been Issued By ICAI.Admit Card can Be Downloded by submitting CPT Registration No or Bar Code no. form ther Below Website.
http://www.icai.nic.in/admit.php

Exam	COMMON PROFICIENCY TEST - 18th December, 2011
CPT Registration No.
OR
Bar Code
PIN

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Filing Financial Statements in XBRL mode without any additional fee

As per Circular No. 57/2011, a company is allowed to file the financial statements in XBRL mode without any additional fee up to 30th November, 2011 or within 60 days from the due date, whichever is later.

In case of a company whose financial year is ending on 31-03-2011 and if its date of AGM is 30TH SEPTEMBER 2011, then its Due date for filing financial statements is 30 days from the AGM date i.e. upto 30th October, 2011. Hence, as per the time lines provided in the circular, THE COMPANY CAN FILE ITS FINANCIAL STATEMENTS IN XBRL MODE WITHOUT ADDITIONAL FEES UPTO 30TH NOVEMBER, 2011 OR 60 DAYS FROM ITS DUE DATE OF FILING, WHICH IS…… 29TH DECEMBER, 2011….. (I.E. 60 DAYS FROM DUE DATE OF FILING- 30TH OCTOBER, 2011) WHICHEVER IS LATER
Similarly, In case of a company whose financial year is ending on 30-06-2011 and if its date of AGM is 31st December 2011, then its Due date for filing financial statements would be 30 days from the AGM date i.e. upto 30th January, 2012. Hence, the company can file its financial statements in XBRL mode without additional fees upto 60 days from its due date of filing, which is 30th March, 2012.

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ICSI Releases New Format of the Quarterly Report

ICSI releases new format of the quarterly report to be submitted by the students. Students undergoing 15 months training or part training with Companies, PCS, MCA,ROC,RD,OL ,Financial Institutions, Law firms, Consultancy firms, IICA or any other organization registered with institute  for imparting training are required to submit the quarterly report  in  the prescribed format. The format is available under the ‘Training’ section on the website of the Institute.  

The format will be effective from 1st December 2011.  

For any clarification you may send your query at amit.sircar@icsi.edu

To Download visit
http://www.icsi.edu/webmodules/student/QUARTERLY%20REPORT231111.pdf 

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Computer based Mock CPT has been Called Off

AS Per ICAI due to unavoidable reasons, the computer based Mock CPT scheduled for 26th November 2011 has been called off.The examination fee paid by the students will be refunded shortly. Inconvenience caused is regretted.

No change in Paper Pencil mode CPT exam of 18th December 2011 will be held, as per scheduled.

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Download CA IPCC November 2011 Question Papers

CA IPCC November 2011 Question Papers

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