ICSI Guidelines pertaining to PCS By CS Saurabh

ICSI Guidelines pertaining to PCS By: CS Saurabh Jain Joint Director ICSI

Professional Dress Code Males Females • Navy Blue suit and white shirt with tie or navy blue safari suit • Saree or any other dress of sober colour with Navy Blue Jacket • Dress/uniform specified by employer • Dress code prescribed by tribunal or quasi-judicial body

Appropriate usage of CS Logo Size shall not exceed 1 cm While using the letters “CS” on their letter heads and visiting cards, the company secretary need to ensure that the width of logo when used along with the name of the member should not be more than 125 % of the size of the characters used for publishing the name. When the ‘CS’ logo is used as a standalone on visiting cards and letter heads then it should not exceed 1 cm (0. 39 inch) in height. The logo is to be printed in navy blue colour.

Maintenance of Register of Attestation Services 1. 2. 3. 4. 5. 6. Sl. No. Name and Registration No. of the company to which attestation / Certification services provided Services Rendered Date of signing of Certificate Return / Audit Report Signature of the PCS Signature of the person authorised for verification 1. 2. 3. 4. 5. 6. Annual Return Compliance Certificate of Securities Transfers Certificate of Reconciliation of Capital Internal Audit of Operations of Depositary Participants Certification under Clause 49 of the Listing Agreement

Guidelines for Issuing Secretarial Audit Report, Signing and Certification of Annual Return Sl. No. of years as member of ICSI as on 1 st April of each Financial Year Number of Secretarial Audit Reports 1 Upto and equal to 5 years 5 2 More than 5 years but less than or equal to 10 years 10 3 More than 10 years 20 • in the case of a firm of Company Secretaries, the ceiling in respect of Secretarial Audit as aforesaid would apply to each partner. • to certify Annual Return pursuant to Section 92(2) of the Companies Act, 2013 (Act No. 18 of 2013), for not more than 80 companies for each of the financial year under consideration.

Guidelines for Proprietorship Concern / Firm For Sole Proprietorship concern (a) Name comprising first name and / or middle name and / or surname of the members (b) Initials of the first name and / or middle name and / or surname (c) Combination of (a) and (b) above For Partnership Firm (a) Full names of two or more partners (b) Full first names of two or more partners (c) Combination of first names and /or middle names and /or surnames of two or more partners with or without commonly used suffix (d) Combination of initials of first names and / or middle names and/or surnames of the two or more partners (e) Combination of (c) and (d) above

Guidelines for Change in name of Proprietorship Concern / Firm (a) Application for change of name of firm shall be submitted along with the form for giving particulars of Offices and Firms duly filled in (b) All the partners of the Firm should sign the form (c) Application for approval of firm name to be submitted to the Dte. of Membership (d) “formerly know as (old name)” to be mentioned for a period of one year from the date of approval of the changed name

Programme Credit Hours The minimum number of credit hours to be obtained by each member of the Institute upto March 31, 2017 are as under: Member’s age Status Below 60 years Above 60 years but below 65 years Employment Practice PCH in each year 10 15 5 8 PCH in block of 3 years 35 50 18 25 Employment Practice 1 April 2014 – 31 March 2015 20 30 15 1 April 2015 – 31 March 2016 10 15 5 8 1 April 2016 – 31 March 2017 0 0 Co. P / Employment taken during Member in employment means a member in whose name Form 32 (in terms of the provisions of the Companies Act, 1956) / DIR -12 (in terms of the provisions of the Companies Act, 2013) has been filed by the Company.

Programme Credit Hours Unstructured learning activities • Web based learning including elearning on the production of Certificate. • Publication of article in a journal of repute other than the Chartered Secretary Journal. • Publication of book(s). • Acting as Guide / Supervisor for M. Phil. / LL. M. / Ph. D. • Suggestions on Questionnaires / Consultative Papers / Exposure Draft, etc. sought by the Institute. • Reviewing of Articles / Guideline Answers / Study Material and other publications of the Institute. • Publication of Research findings / Studies on the areas relevant to Corporate Sector, Capital Markets and Professional interest. • Publication of articles of professional interest in national dailies. • Visit to foreign countries as part of government delegation. • Acting as visiting faculty or guest faculty at the various Universities / Management Institutions / Institutions of National importance.

Guidelines for Compulsory Attendance of PDPs by the Members (PCH Gls) • Exemptions – Members above the age of 65 years – First year of employment / Co. P – Approval of Council in specific cases • • Maternity / Paternity Leave Accident / Medical Emergencies Unemployment Any other case, deemed appropriate

Guidelines for Compulsory Attendance of PDPs by the Members (PCH Gls) • Manner of calculation of PCH No. of hours of Learning Program attended by the member PCH Beyond 1 hour and upto 2 hours 1 Beyond 2 hours and upto 4 hours in a single day 2 Beyond 4 hours in a single day 4 Programme spanning 1 ½ days 6 Programme spanning 2 days 8 Programme spanning 2 ½ days and above / National Convention 10

GUIDELINES FOR ADVERTISEMENT

GUIDELINES FOR ADVERTISEMENT • A member in practice may advertise through a write up setting out • the services provided by him or his firm and • particulars of his firm subject to such guidelines as may be issued by the Council; “Write up” includes any writing or display setting out services rendered by a Company Secretary in Practice or firm of company secretaries and any writing or display of the particulars of the Company Secretary in Practice or of firm of company secretaries issued, circulated or published in accordance with these guidelines.

Contd… Applicability: These guidelines shall apply to advertisements issued by a Company Secretary in Practice not only in India but would also apply to those circulated, communicated, published, issued or allowed to be issued abroad. Prohibition to Advertise: No Company Secretary or a firm of Company Secretaries is permitted to advertise the services as specified in the Act, rules, regulations framed there under except through a write-up as defined in Clause 2. 6. Violation of guidelines shall be deemed to be an act of professional misconduct and the concerned member shall be liable to disciplinary proceedings under the Act.

Permitted list of information • Name of Company Secretary, Membership number, Certificate of Practice Number and date of issue (for each partner in case of firm) • Address and website • Name of the firm • Year of Establishment • Date and place of Issue of Advertisement • Age • Gender • Additional recognized qualifications • Languages spoken by the partner(s) • Honours or awards • Current teaching or research appointments at a university or college of advanced education or professional Institute • Name of firm in case of partnership • Details of networking through own office within & outside India

Contd… • • • Name of employees of the firm and other particulars Business address, telephone numbers of the firm Office hours and after office hours availability Advertisement about setting up of certified filing centers Frequently Asked Questions (FAQs) Declaration Write-up Fees Speed of Service Particulars of Services In case advertisement through websites: – Display photograph of Company Secretary – Certain keywords to locate the websites on search engines • The website may provide a hyperlink to the website of ICSI, its Regional Councils and Chapters and other regulatory bodies of the Government, after obtaining necessary permission from the concerned body.

Restrictions The write-up shall – not be false or misleading ; – not claim superiority over any or all other Company Secretaries in Practice; – not be indecent, sensational or otherwise of such nature as to be likely to bring the profession into disrepute; – not contain testimonials or endorsements concerning the Company Secretary in Practice. – not refer the Company Secretaries in practice in terms such as “specialists” or “experts”. In case of advertisement through website • A Company Secretary in Practice or a firm of Company Secretaries shall : – ensure that no information contained in the website is circulated to other websites/e-mail accounts etc. through e-mail without the same having been specifically requested for. – not use logo(s) unless otherwise permitted by the Institute. Proper Declaration and Disclaimer should be made by the Advertiser

GUIDELINES FOR USE OF INDIVIDUAL LOGO BY COMPANY SECRETARIES IN PRACTICE While designing the individual LOGO ensure • The Logo is not in contravention of the provisions of any law • The Logo is professional and gives a good impression about the Practice Unit. • The Logo of the Practice Unit is representative of the name of the Practice Unit or the services provided by the Practice Unit. • The Logo shall conform to the highest levels of dignity and ethical behaviour. • In case a particular typography is used in creating a Logo design, then such typography should be simple and legible.

GUIDELINES FOR USE OF INDIVIDUAL LOGO BY COMPANY SECRETARIES IN PRACTICE The individual logo may be used on- (i) Stationery (Letterhead, business cards, envelopes, etc. ) (ii) Branding Collateral (Flyers, brochures, books, website, etc. ) (iii) Apparel Design (Tangible clothing items that are worn by employees) (iv) Signage (Interior & Exterior design) (v) Messages & Actions (Messages conveyed via indirect or direct modes of communication) (vi) Other Communication (Audio / video, etc. ) (vii) Anything visual that represents the business

Guidelines for Peer Review of Attestation Services by Practicing Company Secretaries

PEER REVIEW: GENERAL MEANING • The term “Peer” means a person of the same legal status or person who is equal to another in abilities, qualifications, age, background, etc. • The term “review” means to look back upon (a period of time, sequence of events, etc. ) • Thus “Peer Review” is a self improvement process and is a method of evaluation of a peer’s work or performance by a group of people in the same occupation, profession or industry. 21

Definition of Peer Review (Para 3. 4) • Peer Review deals with examination and review of systems and procedures to determine whether the systems and procedures are in: – Existence – Effective – Operating continuously during the period under review – Put in place by the practice Unit. 22

Definition of Attestation Services (Para 3. 1) • Means services involving the secretarial audit issuing of various certificates, but does not include: – Management consulting engagements; – Representing a client before the Authorities; – Testifying as expert witness; and – Providing expert opinion on points of principle, such as secretarial standards or the applicability of certain laws, or the basis of facts provided by the client 23

RATIONALE FOR PEER REVIEW Ø Expectation of service Receiver to receive quality service Ø Gap between minimum quality of service and actual service rendered. Ø Reassuring the stake holders and the society at large that the profession is conscious of its responsibilities and strives its best to ensure that the highest standards are observed by all practising members rendering attestation services to the society. Ø The Peer Review process is an endeavour to enhance the quality of services rendered by members of ICSI in practice. 24 Ø PR is a ‘handholding exercise’ and not a ‘fault finding

OBJECTIVES OF PEER REVIEW To ensure that in carrying out their attestation services and professional assignments, the PCS is to – (a) Comply with the Technical Standards laid down by the Institute, and (b) Have in place proper systems (including documentation systems) for maintaining the quality of the attestation services work they perform. Peer Review is directed towards – - maintenance as well as enhancement of quality of attestation services 25

SCOPE OF PEER REVIEW Peer Review is directed at the attestation services of a practice unit – (a) Once a practice unit is selected for review, its attestation engagement records pertaining to the immediately preceding financial year shall be subjected to review. (b) Records of attestation services relating to five years prior to the financial year shall not be subjected to review. (c) Review shall focus on – - Compliance with Technical Standards (i. e. Guidance Notes, Secretarial Standards issued by ICSI) - Quality of Reporting - Office systems and procedures with regard to compliance of attestation services systems and procedures - Training programmes for staff concerned with attestation 26

Who would be the reviewer? A member of the Institute who – (a) possess at least 10 years of post membership experience (could be as an employee or as PCS or as a combination of the two) (b) is currently in whole time practice as a Company Secretary 27

What should be the reviewer’s approach? a) b) c) d) Should be courteous, professional and helpful Should be appreciative of good practices Collaborative with a friendly demeanour Discussion mode as a peer during review process. e) Provide value addition to PU and not merely a tick box approach f) In subjective matter, verify the process followed in exercise of judgment by the PU. 28

Expected Qualities of Reviewer • • Should be well acquainted with the technical aspects of the attestation services Should know the provisions of Code of Conduct of ICSI and studied the provisions of the Code of Conduct of ICSI Should get himself / herself acquainted with decisions of various courts on “deficiency in service” Be aware of Relevant provisions of CS Act, 1980, Consumer Protections Act, Evidence Act, IPC, etc. Should have studied the technical standards like Secretarial Standards, Guidance Notes, Notifications issued by the Council of ICSI Should be good at drafting and written and spoken English. Professional behaviour while on visit Understand his limitations – what is outside the scope of Peer Review. 29

Empanelment of Reviewers • Para 10 of the Guidelines provide for qualifications of a Peer Reviewer. • Members fulfilling the requirements of para 10 may make an application for empanelment in the format prescribed by the Board. • After scrutiny of the application the Board issues the empanelment letter. • Members against whom Disciplinary proceedings are pending or who have been found guilty of misconduct are not eligible to be empanelled as a Peer Reviewer • Office bearers of the Council / Regional Councils / Managing Committee of Chapter are not empanelled as a Peer Reviewer till the time they are in office 30

Training & Development of Reviewers • To attain the objectives of peer review in letter and spirit. • Adequate training facilities shall be provided from time to the Reviewer(s). • Reviewers shall be expected to be fully familiar with all procedures, prescriptions, guidelines and other decisions as may be issued by the Board from time to time. 31

Methodology to be followed by Reviewer • Offsite Review – Study of information given by PU in the format and based on the same make own observations about possible areas where improvement is possible and note other aspects to be discussed in personal meeting with PU • Onsite Review – Verification of information given by PU. Test checks in respect of attestation assignments handled by PU – Interaction with the staff & trainees of PU should be part of PR – Calling for the records of the client maintained by PU 32 to

Compliance with Peer Review Guidelines • Practice Units required to comply with the provisions of these guidelines. • Practice Units failing in this regard will be required to undergo appropriate review of their quality controls by the Board in terms to specific directions as may be issued by the Council in this regard from time to time. 33

Selection of Members/ Firms subject to Review • Peer Review (PR) on the basis of random selections or at the request of the practice unit – If company or concern requests the Board for PR of its secretarial auditor : cost of PR shall be borne by such company or concern – If Council / Government or any regulatory body requests the Board for PR of any Practice Unit : cost of PR shall be borne by 34 the referred practice unit

Obligations of the Practice Unit shall • provide access to any record or document as may be asked for by the reviewer. • afford and provide explanation or further particulars in respect of anything produced before the Peer Reviewer • provide all assistance in connection with peer review • allow the reviewer to inspect, examine or take any abstract of or extract from a record or document or copy there from which may 35

• Periodicity of Peer Review – Atleast once in a block of five years. – If the Board so decides or otherwise at the request of the practice unit, the peer reviews for a practice unit can be conducted at shorter intervals. • Cost of Peer Review – Cost of Peer Review for reviewer and his qualified assistant(s) as may be decided by the Board from time to time, shall be borne by the Practice Unit. – At present the cost of Peer Review is Rs. 10, 000/- (all inclusive) – Same rate shall apply to second review also. – Each branch / office under review would be considered separately. 36

Review Framework • Three stage process – – Planning – Execution – Reporting Peer Review - Planning • Intimation to PU about impending Peer Review along with Questionnaire and list of three suggested Peer Reviewers. • Reply by PU within 15 days. • Questionnaire to be returned within one month 37

Peer Review – Execution • Confirmation of visit by Reviewer. • Initial Meeting. • Compliance Review – General Controls. • Selection of attestation services engagements to be reviewed. • Review of Records. Peer Review - Reporting • Preliminary Report of Reviewer at the end of on-site review before the report is made to the Board. • Practice Unit may submit its representation within 21 days from the date of Preliminary Report. • Interim Report based on representation made by the Practice Unit and follow up review. • Final Report of Reviewer to the Board 38

Dispute Resolution Disagreement between Peer Reviewee and Peer Reviewer – Peer Reviewer was qualified but has not exercised the desired competence in undertaking the peer review. – Proper procedure was not followed in the Peer Review Process. – Additional information has not been considered by the Peer Reviewer. – Observations of the Peer Reviewer are at variance with the information presented. 39

Dispute Resolution Procedure for resolving Disagreement between Peer Reviewee and Peer Reviewer – Written request to the Peer Review Board within 15 days of the Peer Review Report – Copy of the Request forwarded to the Peer Reviewer for his comments within 15 days of receipt of request – PRB shall examine the written request and the comments of the Peer Reviewer • Provide opportunity to both for personal appearance • Call additional clarifications – PRB shall pass final orders within 30 days • Reject the request with reasons • Appoint some other Peer Reviewer • Copy of Order forwarded to the Council 40

Dispute Resolution Appeal against Order of the Peer Review Board – Appeal to the Council within 30 days from the date of receipt of order – Appeal in writing and clearly spelling out reasons for the appeal and the relief sought – Council may pass any of the following orders: • Dismiss the appeal stating reasons in writing • Admit the appeal and remand the case back to the PRB for reconsideration • Pass such orders as it may deem fit. – Order of the Council within 60 days from the date of the Appeal 41

Thank You