President's Message - CS (Dr.) Shyam Agrawal

President ICSI

August, 2017

My Valued ICSI Members

In this month all of my fellow countrymen will be celebrating the most coveted day for our country; the auspicious 71st Swatantra Diwas (Independence Day) as well as 75th anniversary of Bharat Chodo Andolan (Quit India Movement). The struggle of freedom was fought rigorously for so many decades, and generations sacrificed their lives and youth, some of them even spending their whole lives behind bars. Today, while penning my views down on this sacred occasion, I pay my respect, greetings and homage to all such patriots who laid their lives so that we can live independent in our country. Along with, I deem it as our core duty to take a solemn pledge of working whole-heartedly for the welfare of our Mother India and the welfare of its citizens.

This is also an occasion when we have to contribute to rebuild and refine national character. Hon’ble Prime Minister Narendra Modi gave a clarion call on 75th anniversary of ‘Bharat ChodoAndolan’ to get the country rid of corruption, poverty and illiteracy and create New India by 2022. He inspired countrymen to reignite the spirit of 1942 and work by imbibing the spirit of ‘Sankalp se Siddhi tak’ (commitment to fulfilment) for the period 2017-2022. Let us take a Sankalp (pledge) to get our country rid of all evils cited by our Prime Minister. We did not get an opportunity to ‘die’ for the country but we have the opportunity to ‘live’ for the country. May the Tri-Color of our country fly very high. Happy Independence Day 2017!!

I am further proud to share that ICSI’s way of paying tribute to the Nation and to the most coveted Indian educationist Dr. Abdul Kalam this year is bidding farewell to an age old legacy of British Empire in India i.e. Ceremonial Victorian robes and hoods worn during our Convocation ceremonies and adopting our ethnic Indian attire made of our ‘Signature Fabric Khadi’ this year onwards. This was need of the hour indeed and a much expected initiative. I feel content that the response given to this patriotic drive by our revered stakeholders was massive and our new members were exhilarated with the spirit of Nationalism as they adorned this new ethnic attire in convocations held this year. We have been and we will keep leading by example for the cause of our Nation always. There are many such initiatives in the pipeline.

My dear colleagues......you are a member of an Institute that is making its exemplary contribution towards Nation Building by holding the torch of Corporate Governance Profession in India high since the last 49 years. This year, in the month of October, we would be commemorating ourpropitious Golden Jubilee as we enter the 50th year of our existence. I am glad to share with you all that Hon’ble Prime Minister Sh. Narendra Modi has extended his gracious consent to inaugurate the celebrations meant to mark the beginning of this Golden Jubilee ‘in person’ on 4th October 2017. Though, we are making every endeavour to make this event historical, yet, we also firmly believe that your invaluable and innovative inputs may make these celebrations even glorious. Therefore, we cordially invite your creative suggestions and innovative ideas for the same. You may please send the same to my office at the earliest.

I wish to share that we are very close to shape our Vision 2022 for heading towards a ‘New ICSI’. Your suggestions to contribute towards this sunrise will be most welcome. Some other initiatives taken by ICSI in the month of July are:

Commencement of ICSI Residential Corporate Leadership Development Programme (CLDP)

Innovation is key at ICSI. Based on the feedback received from the stakeholders, Industries, Corporate, Ministry, Regulators and Senior Members, it has been decided to prepare our students absolutely for the requirements of the corporate word, ICSI has launched its first ever Residential Programme on Corporate Leadership Development starting from 1st August, 2017 to 14th September, 2017. Initially, it is being introduced for 45 days on Pilot basis, which is planned to be extended to 90 days or so for in future for all professional pass students before getting the membership. The Programme was inaugurated by CS Preeti Malhotra, the First Women President of ICSI and Dr. S. Sivakumar, Member, Law Commission of India. It would be our best endeavour to provide excellent learning platform to its participants.

GST Stride

With a view to equip future professionals with the knowledge of newly introduced Goods and Services Tax law, GST has been included in the syllabus of Executive and Professional Programme. Further, a complete guide on GST Practitioner will soon be released to guide the members of the Institute about the registration procedure and other aspects of a GST Practitioner.

ICSI Welcomes and Supports Government’s initiative on Shell Companies

As you are aware, a ‘Task Force on Shell Companies’ under the Joint Chairmanship of Revenue Secretary and Secretary, Ministry of Corporate Affairs was constituted in February, 2017 for effectively tackling the malpractices by shell/ponzy/khoka companies adopting whole of the government approach. With a view to create awareness and association of professionals by proper due diligence in their services, a joint programme with the MCA on “Shell Companies” is proposed to be scheduled during the month of August/September, 2017.

ICSI Suggestions on Draft Rules relating to Commencement of Provision relating to Restrictions on Number of Layers of Subsidiaries

With a view to check misuse of multiple layers of subsidiaries for diversion of funds/siphoning off funds, MCA has proposed to commence the proviso to Section 2(87). Proviso to section 2(87) provides the restriction on number of layers of subsidiaries. ICSI has submitted suggestions on draft Companies (Specification of Definitions Details) Amendment Rules, 2017 which contains such prescription relating to restrictions on number of layers of subsidiaries.

Improvement in Annual Filing Compliance

Annual Filings by Companies is an integral part of Regulatory compliance that creates an interface with the regulators in ensuring the compliance regulatory prescriptions by companies. The Institute has been sensitising its members to ensure the filing requirements by companies with which they are associated with, within the stipulated time, especially with regard to Annual Filings such as filing of Annual Return and Financial Statements with Ministry of Corporate Affairs.

Initiatives Concerning the Competition Act, 2002

The Competition Act, 2002 empowers the Company Secretaries to appear before the Competition Commission of India on behalf of a person or enterprise. The Company Secretaries were also permitted to appear before erstwhile COMPAT. After dissolution of COMPAT this year, the appeals in competition cases shifted to NCLAT, where the Company Secretaries are permitted to appear. ICSI delegation led by me had a meeting with Mr. Devender Kumar Sikri, Chairperson, CCI; Ms. SmitaJhingran, Secretary, CCI & Officials of CCI on different issues in competition law and to show case the Company Secretaries’ profession. The following matters were discussed during the meeting:

  1. The Institute will be organising capacity building programmes on Competition Law jointly with CCI, we urge our members to actively participate in such programmes. A ‘Competition Law Week’ may be organised by the ICSI sometimes in October 2017.
  2. The March, 2018 issue of the Chartered Secretary Journal would HAVE Competition Law as its theme. Further, that issue would be circulated in the International Competition Network (ICN) Conference, 2018 in Delhi.
  3. ICSI to organise a ‘Train the Trainer’ programme in which some trainers will be trained about competition law. CCI will provide support in the form of one or two resource persons.
  4. ICSI to form a Core Group on Competition Law to commission a market study on a sector of mutual interest.
  5. The Chartered Secretary Journal of ICSI to feature a Competition Corner on a quarterly basis.

I wish to inform you that the Institute organised a “Roundtable Discussion on Competition Law” on August 3, 2017 at NSE, Mumbai. Mr. Devender Kumar Sikri, Hon’ble Chairperson of Competition Commission of India graced the event and interacted with members.

Model Governance Code for Meetings of Gram Panchayats

In the journey of promoting excellence in Governance and connecting the dots between ‘Local to Global’ and in pursuance of the ICSI’s idea to formulate a standardised code for meetings of Panchayats which aims to bring uniformity in diverse practices followed by the Panchayats in their meetings; the draft of “Model Governance Code for Meetings of Gram Panchayats” was submitted to Ministry of Panchayati Raj, Government of India for its consideration.

Approval of Revised Secretarial Standards (SS-1 & SS-2)

As you are aware that the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the ICSI under Section 118(10) of the Companies Act, 2013 are effective from 1st July, 2015 for observance by all the companies (except the exempted class of companies). Since then, the Secretarial Standards have been revised by the ICSI considering the feedback/suggestions received from different stakeholders and the approval of the Central Government as required under Section 118(10) of the Companies Act, 2013 has been received for issuance of revised version of SS-l and SS-2 effective from 1st October, 2017.The revised SS-l and SS-2 will be released/announced shortly.

ICSI IPA Initiatives

In our constant endeavour to foster ongoing education and awareness of our professionals in the field of insolvency, ICSI IPA has introduced an online mock test to facilitate the professionals in preparing themselves for the Limited Insolvency Examination. The mock test has been specially designed in accordance with the new syllabus notified by IBBI, which places more emphasis on case laws and case studies. I appeal to the professionals to take the mock test that would help in mapping themselves with the expectations of IBBI while preparing for the Limited Insolvency Examination. In addition, ICSI IPA is regularly bringing out a weekly update on the various judicial pronouncements in the area of insolvency.

ICSI Capital Market Weeks, 2017

In persistence to this commitment towards promoting and sustaining investor education and good governance in Capital Markets, the Institute observed ICSI Capital Markets Week during July 22-28, 2017 pan India on the theme of “Capital Market of New India: The Reform Agenda for Inclusive Growth”. The mega program was inaugurated at Mumbai on July 22, 2017 which was duly attended by members from industry, regulators and practice, current and former members of Central Council of the Institute. The Mega Inaugural Program also witnessed the release of numerous publications and videos on topical interest of the profession which are listed as below:

  • Backgrounder - ICSI Capital Markets Week
  • Company Secretary - Professional Catalyst in Capital Market
  • Compliance Manual on Capital Market
  • Issue and Listing of Debt Securities
  • Real Estate (Regulation and Development) Act, 2016
  • Compliance Mechanism Harbinger for Robust Capital Market
  • Video on Financial Literacy
  • Video on Role of CS in Capital Market
  • A beta version of ICSI Financial Service App is also launched which is now available at Google play store for download

These publications are downloadable from ICSI website for adding to the knowledge of our readers. Not only this, looking at the huge response fetched by the Capital Markets Week 2017, ICSI has taken forward the theme ‘Capital Markets’ as the polestar of this issue.

Launch of CCGRT Website

The modified website of ICSI-CCGRT was inaugurated on its Foundation Day on July 31, 2017 to enhance the utility of the users. The CCGRT has always played a vital role in the development of a quality professionals as well as researchers in the sphere of Governance. The new website is interactive and gives better access to Research Material including E-Bulletin Chintanam, Geeta Saar, GyanJyoti, AmrutDhara, Research Papers, Students/Members Corner which includes upcoming programs, Presentations, Activities, Photo gallery, ICSI Integrated CS Course, Residential MSOP announcements, Contact us and many more. Amongst the new features, the website has a specific corner of Bare Acts which includes Bare Acts of Corporate Laws and other allied Laws of the Country and Corporate Laws of Other Countries. This website’s mobile version is also very user friendly. The same may be accessed at http://www.icsi.edu/ccgrt/Home.aspx. We welcome your feedback/suggestions for further development of CCGRT website on ccgrt@icsi.edu

Epilogue

Last night, while scanning through some magazines, I came across a wonderful story “They Sent Me to Finish...!!!” that was so inspiring that I was tempted to share with you all. Many a times in life, the doldrums of life push us to become completely hopeless and surrender before circumstances. We feel blues and waste precious days of our life shattered by the miserable trials life puts before us. I am sure after reading this, we all will think twice before giving in before hardships and reach our ‘finish lines’.

“The Olympic Games, Mexico, 1968. The marathon is the final event of the program. The Olympic stadium is packed and there is excitement as the first athlete, an Ethiopian runner, enters the stadium. The crowd erupts as he crosses the finish line.

Way back in the field is another runner, John Stephen Akwhari of Tanzania. He has been eclipsed by the other runners. After 30 kilometers, his head is throbbing, his muscles are aching and he falls to the ground. He has serious leg injuries and officials want him to retire, but he refuses. With his knee bandaged Akwhari picks himself up and hobbles the remaining 12 kilometers to the finish line. An hour after the winner has finished Akwhari enters the stadium. All but a few thousand of the crowd have gone home. Akwhari moves around the track at a painstakingly slow pace, until finally he collapses over the finish line.

It is one of the most heroic efforts of Olympic history. Afterward, asked by a reporter why he had not dropped out, Akwhari says, “My country did not send me to start the race. They sent me to finish.”

One feels so perked up after reading the ‘never say die’ attitude of Akwhari.......We all are sent to finish.....to finish our ultimate purpose on this earth......and before that, we never have to surrender and ought to finish our race. After all, Bhagvad Gita stresses the same in Shaloka 33 of Chapter 2:

अथचेतत्वमिमंधर्म्यंसंग्रामंनकरिष्यसि|
तत: स्वधर्मंकीर्तिंचहित्वापापमवाप्स्यसि|| 33||

athachettvamimaṁdharmyaṁsaṅgrāmaṁnakariṣhyasi
tataḥsva-dharmaṁkīrtiṁ cha hitvāpāpamavāpsyasi

If, however, you refuse to fight your righteous war, abandoning your duty and reputation,
you will certainly incur sin.

Happy reading!!

Yours sincerely

CS (Dr.) Shyam Agrawal
President, ICSI
August 08, 2017
New Delhi