Bloomsbury Secretarial Audits under Corporate Laws and Annual Return Certification By CS Milind Kasodekar, CS Shilpa Dixit and CS Amogh Diwan Edition January 2020

• Contains ready-to-use and easy-to-use tabular format for Audit checklists for conducting following Audits of Listed/ Unlisted Public/ Private Companies:

– Annual Return Certification.

– Secretarial Audit under Sec. 204 of the Companies Act, 2013.

– Audit report and Compliance Report as per cl 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

• Covers the applicable provisions of:

– the Companies Act, 2013,

– the Securities and Exchange Board of India Act,1992,

– the Foreign Exchange Management Act, 1999,

– the Securities Contract (Regulation) Act, 1956, and

– the Depositories Act, 1996.

together with the rules and regulations relevant for the audit purpose.

• Contains Annual Compliance Calendar for all companies as well as Periodic Returns for NBFCs.

• Contains ancillary audit documents like Balance Sheet Scrutiny form, Lists of documents required for conducting Audits, Format of Management Representation Letter.

• Includes list of industry-wise applicable laws.

CS Milind Kasodekar is a Fellow Member of the Institute of Company Secretaries of India (ICSI), Associate Member of the Institute of Cost Accountants of India (ICAI) and a Commerce and Law graduate.

He served the pharma and steel industry as a Cost Accountant for 4 years. In 1990, he started his practice as a Company Secretary, in Pune. He is serving the corporates as a Practicing Professional for last more than 25 years.

In the year 2000, he founded the firm of Practicing Company Secretaries, ‘MRM Associates’ and was designated as Managing Partner in the firm.

Milind’s areas of professional interests are:

• Corporate Laws, Mergers and Acquisitions, Winding up & Liquidation of Companies.

• Appearance before various judicial and quasi-judicial authorities, including erstwhile Company Law Board, National Company Law Tribunal, Reserve Bank of India (FEMA matters), Stock Exchanges etc.  Voluntary liquidation of public and private limited companies including a listed companies and taking up assignments as Liquidator in many such companies.

• Advisory services to many organisations, which includes body corporates in and outside India, Listed Companies, Unlisted Public Companies, Private Limited Companies from different types of industry.

• Corporate Commercial Arbitration.

He has been actively associated with the Institute of Company Secretaries of India for almost 2 decades. He has contributed vigorously towards the Profession of the Company Secretaries in the following roles:

1. Chairman and Managing Committee member of the Pune Chapter of the ICSI. Pune chapter was the recipient of the “Best National Award” for the first time, under his leadership.

2. Council Member and office bearer of the Western India Regional Council of ICSI Member of the Central Council of the Institute of Company Secretaries of India for the period from 2004 to 2010.

3. Chairman of the Centre for Corporate Governance Research & Training (CCGRT) Managing Committee.

4. Program Director for the National Conference for Practicing Company Secretaries held in Pune in 2009.

5. Chairman of the Information Technology (IT) Committee of ICSI and was actively involved in the most prestigious COSMIC Project of the Institute.

6. Member of Training and Educational Facilities Committee, Examination Committee, Finance Committee and Practicing Company Secretaries Committee during 2007 to 2010.

7. Vice Chairman of the Building Committee of Western India Regional Council.

8. Chairman of the Research Committee at WIRC which came out with a publication of Corporate Calendar and Draft Listing Agreement.

9. Chairman of the Information Technology (IT) Committee of WIRC.

10. Member of the Secretarial Standards Board and also member of Peer Review Board of ICSI during 2014 to 2018.

He has been addressing in various Programs for the Professionals organized by the various Professional Institutions. He has also authored many articles & publications of ICSI.

He has been 13th rank holder in the Final Examination of ICAI held in the year 1985.

As a Nominated Member from the ICSI, he served on the Cost Accounting Standards Board for the years 2009 and 2010.

Presently he holds the position of a Director in the following Companies:

1. HU Consultancy Services Private Ltd. (A company specialized in Mergers & Acquisitions).

2. MRM Corporate Advisor Private Ltd.

He is also an Insolvency Professional registered with Insolvency and Bankruptcy Board of India (IBBI).

He is registered as Mediator and Conciliator with Regional Director Western Region for the territory of Maharashtra, Goa and Union territory of Daman and Diu and Regional Director North Western Region for the territory of Gujrat, Madhya Pradesh and Chhatisgarh.

He is a co-author of following Books published by Bloomsbury India Professional:

• Meetings- Notices Resolutions and Minutes under the Companies Act, 2013 ( 1st edition March, 2019).

• Company Law Procedures with compliances & Check lists– A Practical Approach to the Companies Act, 2013 (2nd edition released in February 2017) (3rd edition released in September, 2018) (4th edition released in February, 2019).

• Bloomsbury’s Quick Guide to tax & Corporate laws (2nd edition released in September 2017) (3rd edition released in August, 2018) (4th edition released in August, 2019).

•  ‘The Director’s Handbook’ (Released in October, 2017).

• Ready Reckoner on the Companies (Amendment) Act, 2017 (Released in February, 2018)(E-book).

Shilpa Dixit, is a Fellow Member of the ICSI and is a Practising Company Secretary from Pune with more than 15 years of experience in practice. She has done her B. Com from Pune University and pursued her LLB from the ILS Law College, Pune.

Recently she has been also enrolled as an Insolvency Professional with IBBI (Insolvency & Bankruptcy Board of India).

She has a knowledge in the fields of Corporate Laws, Listing guidelines and SEBI Regulations and she is an advisor to various Public and Private Limited Companies including top MNCs.

Shilpa’s areas of practice include:

• The Secretarial Audits under the Companies Act, 2013;

• Due Diligence Audits under the Company Law & compliances related to SEBI Regulations;

• Periodical Audits as per the Listing Agreements with the Stock Exchanges;

• Foreign Exchange Management laws;

• Formation and management of JV Companies;

• Formations and management of LLPs;

• Registrations under the MSMED Act etc.

She has contributed many articles on corporate laws in ICSI’s journals and has received a Best Article for the Year Award in the year 2007, from the Pune Chapter of ICSI, for her article on “Legalization of Foreign Public Documents with reference to the Hague Conference on Private International Law (Hague Apostil Convention)”.

She is a faculty to the programmes conducted by professional institutes and has served on many committees of the Pune Chapter and the Western India Regional Council of the ICSI, since 2007.

As a Chairperson of the Committee of the Practicing Company Secretaries, in the year 2009, she undertook and successfully completed the work of publishing the revised edition of the Handbook for Entrepreneurs & Professionals, published by the Pune Chapter of the WIRC of ICSI namely “All About Private Limited Companies”.

She had been an office bearer of the Managing Committee of Pune Chapter of ICSI during 2011 to 2014 and has served the position of a Chairperson of Pune Chapter of ICSI in 2014.

In 2015, she was the first female Company Secretary getting elected from the Pune on the Western India Regional Council of ICSI and recently she has been re-elected as member on the WIRC for the term from 2019-2022.

While as a Member WIRC, till date, She has served the position of a:

• Secretary of WIRC of ICSI in the year 2015.

• a Vice-Chairperson of WIRC of ICSI in the year 2017.

• A Chairperson of the Training & Education Facilities committee of WIRC of ICSI in the year 2018.

• A Chairperson of the Library Committee of WIRC of ICSI in the year 2019.

In the year 2018, she was also appointed as member on the Auditing Standard Board of ICSI.

She is also serving as a:

• Woman and Independent Director in one of the Listed Company based in Pune, Enkei Wheels (India) Limited since 2012.

• Director of Ketaki Promoters & Developers Private Limited, a Pune based company.

She has co-authored the following books published by Bloomsbury India Professional:

• Meetings- Notices Resolutions and Minutes Under the Companies Act,2013 (1st edition March, 2019) (2nd edition Dec., 2019).

• Company Law Procedures with compliances & Check lists– A Practical Approach to the Companies Act, 2013 (2nd edition released in February 2017) (3rd edition released in September, 2018) (4th edition released in February, 2019) (5th edition Dec., 2019).

• Bloomsbury’s Quick Guide to tax & Corporate laws (2nd edition released in September 2017) (3rd edition released in August, 2018) (4th edition released in August, 2019).

•  ‘The Director’s Handbook’ (Released in October, 2017).

Ready Reckoner on the Companies (Amendment) Act, 2017 (Released in February, 2018) (E book).

She is being awarded with the “Rotary Professional Excellence Award” in the category of Company Secretaries at the Rotary Fest, 2019 held at Pune.

Amogh Diwan, ACS, B.S.L. LL.B., LL.M. is the proprietor of Amogh Diwan & Associates.

CS Amogh Diwan is a Practising Company Secretary and Corporate Law Researcher currently based in Pune. His areas of practice include:

• Legal research.

• Drafting and vetting of contracts and other agreements.

• Business process and technology consultancy.

• Legal advisory regarding various foreign legislations.

• Formation and management of business entities in India.

During the LL.M. course, he was recognised by the Department of Post-graduation in Law as ‘Student Par Excellence’ and secured 5th rank at University level in LL.M. He has completed a course on ‘The Science of Learning- What Every Teacher Should Know’ from Teachers College, Columbia University. While completing ‘Certificate Course in Legislative Drafting’ by Institute of Advanced Legal Studies, he was adjudged the ‘Best Legislative Drafter’. Additionally, he has completed 1 year Certificate Courses in ‘Law and Economics’ and Certificate Courses in ‘Financial Modelling’, ‘Financial Engineering & Structured Finance’ with distinction from Gokhale Institute of Politics and Economics, Pune. During the year 2018, he was a member of Auditing Standards Board, ICSI Core Group to harmonise and simplify the corporate and non-corporate structures in India and the Training, Education and Facilitation Committee of Western India Regional Council of ICSI. Presently, he is a member of the Library Committee of Western India Regional Council of ICSI.

While pursuing Company Secretary Course, he has secured All India Rank 7 (Professional stage – December 2012) and All India Rank 2 (Foundation stage – December 2010). In addition to multiple other academic achievements, he has secured A Grade in Business English Certificate Vantage (University of Cambridge).

Furthermore, he has been a Core Contributor for the commentary on company law, titled ‘ICSI Premier on Company Law – Volume I, Sections 1-148’. His multiple research papers, published and presented in journals, seminars (national and international) were well appreciated.

His core interests are exploring multiple aspects of company law from drafting, finance and litigation aspects with the aid of comparative analysis of foreign jurisdictions. He has delivered various sessions on provisions of Company Law as well as Law & Economics at professional programmes across the country. In addition to this, he has commenced and taught a course on ‘Corporate Finance’ to L.L.M. students at ILS Law College, Pune.

He has co-authored ‘The Director’s Handbook’ and ‘Ready Reckoner on The Companies (Amendment) Act, 2017’ as well as ‘Meetings – Notices, Resolutions and Minutes under the Companies Act, 2013’, published by Bloomsbury India Professional.