SEMINAR AT HOOGHLY CHAPTER OF EIRC OF THE ICSI Sunday, 24 th - PowerPoint PPT Presentation

SEMINAR AT HOOGHLY CHAPTER OF EIRC OF THE ICSI Sunday, 24 th November, 2019

TOPICS 1. ECSIN/UDIN 2. NEW COMPLIANCES BY INDEPENDENT DIRECTORS 3. RECENT SEBI UPDATES & AMENDMENTS IN SEBI (PROHIBITION OF INSIDER TRADING REGULATIONS), 2015

1. ICSI (EMPLOYEE COMPANY SECRETARIES IDENTIFICATION NUMBER (eCSIN) 2. ICSI (UNIQUE DOCUMENT IDENTIFICATION NUMBER (UDIN)

APPLICABILITY AND PROCEDURE FOR OBTAINING eCSIN Every member of the Institute employed: What is eCSIN? • Before 01.10.2019, shall by 31st December 2019 and those who gets appointed on or after 01.10.2019, shall before such appointment shall eCSIN is a 17 digit obtain the eCSIN number by registering on the designated portal created alphanumeric by ICSI at https://ecsin.icsi.edu/Home/MembershipRegistation by entering number which your membership number and DOB and create a login id and password. enables ICSI to After successful login, following details shall be entered- identify a CS 1. Name of the employed in a 3. Employee 2. Employer CIN Number Company/Firm/Individual particular designation Company. 6. Website of the 5. Date of offer letter, 4. Employer registered employer, mobile date of acceptance & address number & E-mail Id of date of joining/cessation the member No document is required to be uploaded for creating login id or generating eCSIN. The Competent Authority of ICSI may allot, exempt, alter or otherwise deal with generation of eCSIN on a special request of a member in special circumstances which may be required under the prevailing law or otherwise and may suo motu generate eCSIN in respect of any member or class of members including exempted members. eCSIN shall be generated by the member at the time of issuing the consent letter or the resignation / cessation letter by such member to the employer for any job in any organization, whether as Company Secretary or otherwise, unless exempted. The consent letter here means the consent letter to be given in terms of the provisions of section 203 of the Companies Act, 2013 and Rule 8 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for appointment of Company Secretary. In case of appointment other than as Company Secretary under section 203 of the Companies Act, 2013, it shall mean the acceptance letter.

SOME KEY HIGHLIGHTS OF eCSIN The eCSIN is a seventeen-digit system generated random unique alphanumeric number. . eCSIN shall be shared only on registered email id of the members or through any other electronic mode. There shall be no fee for registration at the portal or generation of eCSIN. Details required to generate Ecsin- Membership No, Employer CIN No, Employer Registration No, Offer Letter, Consent Letter, Appointment date, Date of Notice of Registration/ Date of Notice of Termination of Employment, Date of Cessation of Employment . eCSIN generated at the time of issuing the consent letter or the resignation or cessation letter shall be mentioned along with the membership number on such letter. Quoting eCSIN on the consent letter shall be mandatory for members entering into any employment as a Company Secretary (KMP) or otherwise. The consent letter or the resignation letter or the cessation letter containing the eCSIN must be attached to e-form DIR 12 or such other form as may be prescribed under the Companies Act, 2013 and rules made thereunder which is being filed with respect to the appointment or resignation or cessation of any member. Requirement of eCSIN generation shall also not apply in case of Members who are specifically exempted by the Council of ICSI on case to case basis. A member can generate only one eCSIN for one employer, once at the time of registering the appointment and another eCSIN for the same employer at the time of registering the cessation of that employment. Prospective Employers, Regulatory Body and other stakeholders may at anytime verify the authenticity of eCSIN by visiting the designated website and registering at the designated website.

SOME KEY HIGHLIGHTS OF eCSIN MEMBERS EXEMPTED FROM GENERATING ECSIN (a) Sitting Members of Parliament or of any State or UT Legislative Assembly (b) Serving Members of Judiciary/Tribunals and Quasi Judicial Bodies (c) Serving Members of Civil Services and allied disciplines (d) Serving Members of Armed Forces and Paramilitary forces (e) Serving Diplomats (f) Members in permanent employment with Central Government, State Government(s), Regulatory Bodies, Government Organizations (g) Members registered with any registered Bar Council of India (h) Members holding Certificate of Practice issued by any other professional bodies in India Provided further that, the requirement of eCSIN generation shall also not apply in case of Members who are specifically exempted by the Council of ICSI on case to case basis.

APPLICABILITY AND PROCEDURE FOR OBTAINING UDIN What is UDIN? Every Practising Company Secretary (hereinafter referred to as ‘the PCS’) shall UDIN is a 17 from 01.10.2019 shall mention the UDIN in the documents certified by him/her digit by registering on the designated portal and create a login id and password. alphanumeric After successful login, following details shall be entered- number used to verify the authenticity of documents 2. Certificate type for which UDIN has to be created 1. Document type attested / certified by a PCS. No document is required to be uploaded for creating login id or generating UDIN. UDIN shall be generated for the following services rendered by PCS: Certification of Annual Return in Form MGT-8, Secretarial Audit Report under section 204. Companies Act 2013 • Issuance of Secretarial Audit Report to material unlisted subsidiaries of listed entities • Issuance of Annual Secretarial Compliance Report to Listed entities SEBI (LODR) • Certification that none of the directors on the board of the company have been debarred Reg. 2015 or disqualified from being appointed or continuing as directors of companies • Certification under Regulation 40(9) SEBI DP Certification under Regulation 76 for Reconciliation of Share Capital Audit. (Regulation s) 2018 • Acting as Compliance Auditor under third party certification/ Audit Scheme(Amendment), 2016 in the State of Haryana. Miscellane • Diligence reporting for Banks in case of multiple banking/consortium lending ous arrangements in terms of the circular issued by RBI • Any other forms including any e-form and documents not mentioned above.

SOME KEY HIGHLIGHTS OF UDIN The UDIN shall be a system generated random unique alphanumeric number. . UDIN shall be shared only on registered email id of the members or through any other electronic mode. There shall be no fee for registration at the portal or generation of UDIN. Name of recipient of the professional service, CIN /LLPIN / PAN No. of client (as the case may be) shall be disclosed at the time of generation of UDIN. Only Members with a valid Certificate of Practice can register at the designated website. Quoting UDIN on the Certificate, Report and Other Documents along with the Certificate of Practice Number shall be mandatory. UDIN cannot be generated unless the PCS is registered at the designated website. Only the member certifying the document may generate UDIN. The Authorities/Regulators/Banks/Others can verify the UDIN indicated on certificate through the UDIN Web Portal. UDIN shall be generated at the time of signing of Certificate / Report / Form / Other Documents or seven days in advance to the date of such signing. The details of UDIN generated by a PCS during a Financial Year shall be auto-filled in the application form for renewal of Certificate of Practice. UDIN once generated but not utilized may be surrendered/ cancelled by the PCS within 7 days of such generation.

NEW COMPLIANCES BY NEW COMPLIANCES BY INDEPENDENT DIRECTORS INDEPENDENT DIRECTORS

COMPLIANCE BY INDEPENDENT DIRECTORS Every individual who has been appointed as an independent director in a Amendment in company : Companies • On or before 01.12.2019, shall by 1st March 2020 and those who gets (Appointment appointed after 01.12.2019, shall before such appointment apply online to and Qualification the Indian Institute of Corporate Affairs at Manesar, Haryana (an institute of Directors) established to create and maintain data bank of independent directors), Rules, 2014 to be hereinafter referred to as ‘institute’ for inclusion of his/her name in the effective from data bank for a period of one year or five years or for his life-time . 01.12.2019 Every individual whose name has been included in databank shall file an application for renewal for a further period of one year or five years or for his life-time within 30 days of the expiry of the aforesaid period, failing which, the name of such individual shall stand removed from the data bank of the institute . Every independent director shall submit a declaration of compliance of inclusion of his name in the data bank and renewal process to the Board, each time he submits the declaration (declaration of independence) as required under Section 149 (7) of the Act. Every independent director whose name is so included in the data bank shall pass an online proficiency self-assessment test conducted by the institute within a period of one year from the date of inclusion of his name in the data bank, failing which, his name shall stand removed from the databank of the institute.