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Notes on Secretarial Standards

The Secretarial Standard 1 seeks to prescribe a set of principles for convening and conduct of Board Meetings. The principles enunciated in this Standard are equally applicable to the meetings of Committees, unless otherwise stated herein or in the Act. The Directors owe a duty to the shareholders and should exercise care, skill and diligence in the discharge of their functions and in the exercise of the powers vested in them. All the powers vested to the Directors are exercised collectively.

Briefly, the Secretarial Standard 1 provides for the following, amongst others:

SS-1 “Standard on Meetings of the Board of Directors”

Effective Date
1st July, 2015.
To all Companies Incorporated under the Act except One Person Company. It also applies to various Committee(s) of the Board.

The provision of the Act prevails over Secretarial Standard.
National Holiday
26th January, 15th August, 2nd October and such other day as may be declared as National Holiday by the Central Government.
Authority to Convene a Meeting
By any Director or Company Secretary or any person authorized by the Board, in consultation with:

Preference to Chairman then Managing Director and then Wholetime Director.
Mode of Meeting
Physical or Electronic, if company provides such facility.

Electronic meeting (either of Board or of Committee) is not allowed for, unless expressly permitted by the Chairman for :
Approval of Annual Financial Statement;
Board’s Report;
Matters relating to Amalgamation, Merger, Demerger, Acquisition and Takeover.
Notice is to serve by way of any physical or electronic mode at the address (physical address or electronic address) provided by the Director to the Company or at such address as it appears in DIN.

To be given atleast 7 days before the date of the Meeting. In case of physical mode, 2 more days needs to be added for service of document.

Articles may prescribe such longer period for service of Notice.
Agenda and Notes to Agenda should be provided at atleast 7 days before the date of the Meeting either in physical mode or electronic mode. In case of physical mode by way of post or courier, 2 more days needs to be added for service of document.

In case of UPSI, it may be given at a shorter period of time, with the consent of a majority of Director which should include atleast one Independent Director, if any.

UPSI means as defined under Insider Trading Regulations, 2015.
Shorter Notice Consent
General Consent for issuing notice on Shorter period should be taken either in first Board Meeting in each financial year or consent should be taken before meeting and recorded in the Minutes.
Item other than Agenda Item
Other than Agenda Item should be considered with the permission of the Chairman AND with the consent of majority of Directors present at the meeting which should include atleast one Independent Director, if any.
Frequency of Meetings
Meeting should be conducted atleast once in every calendar quarter subject to maximum time gap of 120 days between two consecutive meetings.

Exception is available for OPC, Small Company and Dormant Company which can conduct one meeting of Board of Directors in every calendar half year with not less than 90 days of time gap between two consecutive meetings.
It shall be 1/3rd of total strength or 2 Directors, whichever is higher. Any fraction in calculating above 1/3rd strength should be rounded off to next one.

Minimum quorum should be present (ie. either 1/3rd or 2) for each item to be transacted. Quorum should be present throughout the meeting.

For want of quorum, if the meeting gets adjourned, its stand to be adjourned to the same day, time and place in next week and in case that day is National Holiday, then the next day to such National Holiday is to be considered. The meeting stands cancel in case on adjourned day also the quorum is not present.

This is also applicable to Committee Meeting.
Every Director, Invitee, Conveyor or any other person attending the meeting should sign the attendance register if he/she presents in person.

In case of electronic presence, Chairman or Company Secretary shall record his/her presence.

Entries made to the attendance register should be authenticated by the Company Secretary, if any or the Chairman by appending his/her signature.

This register needs to be preserved for a minimum of 8 years.

Every Director should attend atleast one meeting of the Board during the financial year. In case he/she remains absence in all meeting during the relevant year, the office of said Director shall become vacant. 
Circular Resolution
Draft of resolution which needs to be passed by way of circular should be sent to all the Directors either by Physical mode or Electronic mode with relevant supporting documents.

The Directors should provide their ascent or dissent within 7 days (maximum limit). In case the Director didn’t respond in any form, it shall be presumed that the Director has abstained from voting.

If 1/3rd of the Directors wish the item to be transacted at a Meeting, the matter should be taken up in the next meeting.

If majority of Directors entitled to vote has not approved or not voted in favour of the resolution, the resolution considered as not passed. 
The Company should follow uniform maintenance of minutes and any change in such form should be authorized by the Board.

The minutes shall be maintained in physical or in electronic form with time and stamp.

The minutes should record the Directors who dissent or abstain from voting on such resolution.

The minutes should record the time of commencement and conclusion of the Meeting.

The Board’s decision shall be recorded in the form of resolution if it is statutorily or otherwise required. The Board can record the decision in narrative form in other cases.

The draft minutes should be circulated to all the members of the Board or Committee within 15 days of meeting. The concerned Director should provide their comments within 7 days of such circulation and after expiry of said 7 days, any comments from Directors should be considered at the discretion of the Chairman.

The signed minutes should be circulated to the Board or Committee within 7 days of signing the Minutes.

The Statutory Auditor, Cost Auditor, Secretarial Auditor or any other person appointed by the Board for statutory purpose can inspect the Minutes of the Meeting. 

The minutes of the Meeting should be preserved permanently.

By, ACS Deep Vaghela.
You can contact me on +91-9913803369 or vagheladeep@gmail.com.
For more updates like facebook page Deep Advisory Services.

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Be Your Own Master

“If a person has the opportunity to lead an extraordinary life, he has no right to keep it to himself.”

It has been noticed that the average person talks to himself or herself about 50 times in a day and that self-talk about him or her is 90% on negative things. These mind talk creates a powerful effect on us and on our attitude. This called the psychological behavior which acts as a motivator within us. It actually affects our body control within us. If you are not careful on such things, it can kill you within your limit.

In this small article I try to focus on positivity within us and try to kill the negative act within us.

“BE YOUR OWN MASTER” where your thoughts have brought you with your present and future.

Take initiative to always roar like a lion of a jungle who always strive to win in any situation. Your silence, your thoughts, your gestures or your inner within empowers you to transform into a MASTER from MAID. The world always judges you on your winning and not on the path you have travelled. Your inner is the only source to encourage us to be confident on every path of your life.

“BE THE KOHINOOR OF YOUR LIFE” the way you polish yourself is the way you sale as a brand in the market. Your inner thoughts and value is the only ingredient that makes you the branded diamond. It’s just a master key to dealing with any kind of thoughts that come up in your golden head. You are the ultimate in charge of what you have to do and what not to do.

Just because you think it, it isn’t meaning a true. You should constantly question yourself whether by way of thought or action that what you are and where you want to be.

Even our body itself manages to separate the unwanted blood to run the muscular system properly. You have to block the negativity and talk back to build the great path of success and happiness.

This is the best way or rather the only way to heighten the positive thought within you and get rid of negativity in you.

If you think something is always going to happen or will never happen, you are doomed from the outset.

When you use the words like always, never, everyone, no one, every time and such other words are some signs of negativity in you.

Generally people focus on the bad and never on the good in a situation. When I was in a college, I used to tick mark important questions and the less important questions are always left out during the exam studies. Believe me it really won’t work during exam.

Here the critical component is the always or never asked questions in exams which ultimately not the truth.

Once in a job interview, interviewer asked me to tell one good thing that I have and applied in last six months. On the very first note, I get stumped. The next question was on similar lines to tell one bad thing that I have and face in last six months and I instantly replied. The crux stands that we keep on looking our weak points more frequently and sooner than on our strong or potential points. We need to focus on positivity of our own within.

If you plant beautiful and healthy thoughts into your mind you will reap a beautiful and healthy life. The positive thought will yield good results in the same way that negative thoughts yield bad results.

You cannot sow poison ivy and hope to reap apples. Seedtime and harvest are the laws we live by, you live what you think. That is why it is important to say the right things and sometimes we have to make a deliberate effort to do so through positive affirmations

A good exercise to build your potential is to write one 1 word on daily basis which makes you strong, stronger and strongest. It will create a good change in how you see yourself in front of the world.

There are many possible explanations for this question. But it’s only you who really evaluate yourself in any situation.

You should try to reach the total truth which you have to understand as a core principle rather than the mere negative imaginary thought. The principle is that part of you is trying to motivate and the rest of you to do something for your own good.

Try to spend a minimum of 1 minute on your positive thought and make sure to be very specific in what you want yourself to do. If you do it loud, do it with as much passion as possible.

“REMEMBER” that a player who complains about the bounce ball, is always dropped down earlier. You are what you Think.

By, ACS Deep Vaghela.
You can contact me on +91-9913803369 or vagheladeep@gmail.com.

For more updates like facebook page Deep Advisory Services.

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Hindustan Copper Recruitment 2015 for Manager


Discipline : Finance 

Essential Qualification : Passed in Final Examination of the Institute of Chartered Accountants of India / UK or Institute of Cost & Works Accountants of India / UK or MBA Finance

Experience : Finalization of Accounts, Cost Accounting, Budgeting, MIS, Merger and Acquisition.

Discipline : Company Secretary 

Essential Qualification : Passed Final Examination of the Institute of Company Secretaries of India / UK

Experience : Working with all activities related to Company Secretary department

Last date for Application: 19/05/2015

For More Info read the Official notification.

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CBDT gets Prime Minister’s award for excellence in Public Administration

Subject: Prime Minister’s award for excellence in Public Administration to the Income Tax Department 

The Income Tax Department has been awarded ‘Prime Minister’s award for excellence in Public Administration’ for ‘Easy Tax Compliance through Quality Service’. The award was presented on 21st April, 2015 at Vigyan Bhawan, New Delhi by the Hon’ble Prime Minister on Civil Services day. 

The award has been conferred to the Income Tax Department for setting up and for successful implementation of end to end solution of core services. These include integrated e-governance initiatives viz. Tax Information Network (TIN), efiling portal, Centralized Processing Cell(CPC-TDS) for processing of TDS statements, Centralized Processing Centre(CPC) for processing of Income Tax Returns and the Refund Banker. The solution architecture and the reconciliation processes are one of the best in the world. 

The projects have been conceptualized based on principles of USAGE – Uniform interpretation of tax laws, Simplification of forms, Easy Accessibility of services, Good tax governance and Empowerment of taxpayer with information. More USAGE prompts more Voluntary Compliance. 

Presently, over 4.5 Crore taxpayers and 15 Lac deductors are using various eenabled online taxpayer friendly end to end services viz. e-payment of taxes, efiling of tax returns and TDS statements, tax credit statements in Form 26AS, digital TDS certificates in Form 16/16A and issuance of refunds. 

In the financial year 2014-15, more than 94% of the tax returns have been filed on-line, while more than 80% of the direct tax revenue is being received online. Besides, about 99% of the TDS statements are being filed electronically. While the TDS statements are processed within a week, the tax returns are being processed within an average period of 30 days. A large number of tax refunds are being directly credited to the bank accounts of the taxpayers. 

The award is a recognition of the sustained efforts of officers of the Income Tax Department. Four e-service projects of the Department have already been conferred National e-governance awards in past. 

The ‘Prime Minister award for excellence in public administration’ and the four National e-governance awards to the Income Tax Department demonstrate the commitment of the Department towards achieving ‘minimum government and maximum governance’ in tax administration and to move towards a nonadversarial and tax-payer friendly regime

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Lucknow Metro Rail Recruitment 2015 for Company Secretary

Post : Company Secretary

Eligibility/Educational Qualification : Member of Institute of Company Secretaries of India. Person having degree in Law/CA/CWA/MBA (Finance) would be of added advantage.

Experience : Company Secretary having 12 year post qualification experience of working out of which 3 years of PSU/Government Organization experience as Company Secretary is essential.


 i) Ensure compliance of various provisions of the Companies Act, 2013 and fulfilling all responsibilities defined therein. 

ii) Advise management on the implications of various legislations in formulating its long term plans and take action for implementing the company's corporate policies and procedures affecting business operations

 iii) Liaise/follow-up with various Government Departments to ensure statutory compliance.

 iv) Any other duties as assigned by the management from time to time.

Last date for Application: 16/05/2015

For More Details and to read the official notification Click Here.

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Important Announcement For CPT June, 2015 Examination.

The Examination Application Form for admission to CPT June, 2015 examination is available from 7th April, 2015 and 28th April, 2015 is the last date for submission of filled up examination application form. The application form is available online at http://icaiexam.icai.org besides physical (OMR) applications forms also are available at the Institute’s Head Office, Regional Offices, Branches and Abu Dhabi/Dubai Chapters. 

Candidates who fulfill the following eligibility conditions, can apply for admission to CPT June, 2015 examination: 

(1) Registered* to Common Proficiency Course with Board of Studies of ICAI on or before 1st April, 2015; and 

(2) Either passed or appeared or going to appear in April/May, 2015 in Senior Secondary recognized Examination (10+2 examination). 

*Candidates who have applied on or before 1st April, 2015 for Common Proficiency Course registration with Regional offices of the Institute / Online but have not yet been issued registration number, can also apply for admission to CPT June, 2015 examination on Provisional basis; subject to their submission of a copy of their registration letter to the Examination Department at a later stage but before issue of Admit Cards. 


Non-applicability of Wealth-tax for November, 2015 Paper 7 CA Final Examination

Important Announcement 

Sub: Non-applicability of Wealth-tax for November, 2015 CA Final Examination.

The Finance Bill, 2015, introduced in the Parliament on 28th February, 2015, has proposed to abolish the levy of wealth-tax under the Wealth-tax Act, 1957 with effect from assessment year 2016-17. The Finance Bill, 2015 would be enacted in May 2015, after it is passed by both the Houses of the Parliament and receives the assent of the President of India. The amendments made by the Finance Act, 2015 would be applicable from May, 2016 examination. The relevant assessment year for May, 2016 and November, 2016 examinations is A.Y.2016-17. Hence, consequent to the abolition of levy of wealth-tax by the Finance Act, 2015 with effect from A.Y.2016-17, wealth-tax would not be applicable from May, 2016 examination. 

The Council, at its 342nd meeting held from 15th to 17th April, 2015, decided that the Wealth-tax Act, 1957 and Rules thereunder would not be applicable for November, 2015 examination also, even though the relevant assessment year for November 2015 examination is A.Y.2015-16. Accordingly, Wealth-tax Act, 1957 and Rules thereunder would NOT be applicable for November, 2015 examination of Paper 7: Direct Tax Laws.

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MPRDC Recruitment 2015 for Company Secretary

Job Position : Company Secretary

No. of Vacancy - 01

Qualification Criterion : should be a qualified company secretary and Member of Institute of company secretaries of India.

Experience : Minimum 02 years of experience in relevant field and well versed with secretarial practices, company legal matters etc.

How To Apply: Candidates seeking Government jobs in Madhya Pradesh for the above mention posts may apply online through Madhya Pradesh Road Development Corporation website www.mprdc.nic.in

Last date for Application: 30/04/2015

To read the official niotifiaction click here.

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What is electronic verification code and how it works?

The CBDT has issued a notification regarding mode of filing of Income Tax return and New Income Tax return form for assessment year 2015-16 vide notification number 41/2015 dated 15/04/2015.

First time CBDT has introduced a new system of electronic verification code (EVC), where the assessee will not be required to send the ITR V to CPC.

How this system would work?
The process will require the e-filer to register his Aadhaar number in the ITR after which the UIDAI database will send an OTP to the registered mobile number of the taxpayer which subsequently will have to be authenticated on the e-filing website.

If the assessee is not having Aadhar, he has to follow the same process by sending the ITR V to CPC, as followed earlier.

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