As you sow so shall you reap.
Psalm (From the Bible, Galatians VI (King James Version)
As the year 2013 winds itself to an inevitable close, so will my tenure as President eighteen days later. This being my last communication through this dedicated Page, it is incumbent on me to look over the time spent in my office and express my sense of how it began and where does it leave. The theme ‘Challenging the Status Quo’ was central to whatever initiatives are made in ICSI; our profession is on the threshold of a big turnaround in both positioning and perception and all things considered, one could have not have wished for the script to have been any better.
Many of the key things accomplished till date are chronicled for posterity and form part in this Page but one is tempted to choose certain game-changing occurrences which could alter the way we treat ourselves. ICSI is well and truly on its way to becoming a modern, technology driven educational institution providing seamless service delivery to its stakeholders; we may have some way to go before we could say we have arrived but we are surely on our well chosen track. The Online Service Delivery Model will, over time, refine and redefine our structures, systems and processes rendering many of them redundant and may be even irrelevant. The Committee formed to review the Company Secretaries Act, 1980 has concluded its assigned task. The study of organisational structure of ICSI is being assigned to a professional agency. The outcome of these would help us lay the road-map for our future endeavours as a responsible premier professional body. The new and additional roles enjoined upon us in the Companies Act, 2013, a watershed event, will provide us with the opportunity to become and to be seen as responsible members of our profession. The association with the Indian Financial Code, the draft law recommended by the Financial Sector Legislative Reforms Commission (FSLRC), amply supported by the premier stock exchanges NSE and BSE, have placed ICSI as a veritable thought leader in the space of financial sector legislation and would certainly, one hopes, pave the way for a meaningful and critical role for us in the implementation of this epoch-making Code. The series of seminars followed by series of focussed workshops organised in collaboration with Ministry of Finance certainly adds a new dimension to our growth and development as a progressive professional body. The series of collaborative seminars held in association with National Institute of Securities Markets (NISM) on Ethics and Corporate Governance, again supported by the premier Stock Exchanges, NSE and BSE, have evoked the presence, participation, acclaim and approbation of the cognoscenti and the literati as also from some of the most discerning and enlightened minds and the proposed outcome of Directors’ Toolkit and commencement of Directors’ Development Programmes after the conclusion of the seminar series would be a much expected happening in the near future. The launch of Certification courses in Banking and Insurance in association with Indian Institute of Banking and Finance (IIBF) and Insurance Institute of India (III) coupled with the introduction of electives, namely, Banking – Law and Practice, and Insurance – Law and Practice, is intended to create a cadre of competent compliance and governance professionals out of our members and will hopefully lead to making these two vast and vital segments of economic growth, a happy hunting grounds for us in the long run. Student related activities continued to occupy the mind-space of the Council and the Committees across ICSI with the thrust to more Online Services Delivery. With enrolment in examinations already going online from 1st October, 2013, the Registration scheduled to go completely online with direct delivery of study materials to students across the country from 1st January, 2014, the narrative of student services is expected to alter significantly. The launch of Corporate Compliance Executive Course is intended to make students who have passed any module of Executive Programme and undergone prescribed training requirements employable by companies requiring their services and to bridge the gap recorded between those who seek and those who are sought. While the launch of e-library was meant to enable students get the latest updates on relevant issues, the abolition of submission of coaching completion certificates would make things much easier for students in the days to come. The introduction of new syllabi for Executive and Professional examinations and the successful completion of the Executive Programme under the new syllabus in December, 2013 deserve attention. The transition to OMR mode for examinations under Foundation Programme has been smooth and so it would, hopefully, be to the conduct of Online Examinations for Foundation and OMR for Executive Programme initially to cover three papers from June 2014. The training structure has been again revamped in keeping with emerging expectations of users and students and is awaiting regulatory approval. Online training methods would form the main thrust in keeping with expectations of uniform content and preference to any-time anywhere learning and convenience training modes. Registration de novo has been streamlined and so has been the modification of criteria for paper-wise exemptions to students on the basis of their higher qualifications. The Second Annual Convocation for students enrolled as members were held in all the Regional Councils with their customary pomp and pageantry. As of 31st December, 2013, we have a student strengthof 411385. For the first time ever, ICSI held interactive seminars with Examiners and Moderators on Enhancing Standards of Assessments and Performance in Delhi, Kolkata and Chennai. These point-to-point contact programmes facilitated dialogue and also discovery of best practices and provided a potent platform for understanding and appreciation of each other’s standpoints. I compliment the Examination Department to have successfully led this initiative and acknowledge with gratitude the tremendous roles played by my colleagues CS B. Narasimhan and CS R. Sridharan in making this maiden attempt at bringing together ICSI and the Examiners and Moderators viable and also effective. During the year, ICSI added 2952 members into its fold and as of 30th December, 2013, we have a membership strength of 29520 of which 5815 are registered for pursuing practice. Members’ services too witnessed a turnaround with most going online including registration for Conferences/Seminars and even National Convention. The big news, however, during the year has been the Companies Act, 2013 with its myriad recognitions and multifold expectations from the society at large. Our inclusion as KMP and introduction of Secretarial Audit have been the high-points and I am confident that we will uphold the confidence and trust reposed on us with competence, courage and conviction. The change in nomenclature reflecting the paradigm shift in our roles may have triggered debates but one can’t deny the compelling demands on us to revamp our attitudes and approach to realise our true potential as Governance Professionals. The 41st National Convention in Chennai was indeed an event to remember not only for the participation but as I am informed even for its eventual surplus. The release of ICSI Primer on Companies Act, 2013 in digital format through YouTube and in DVDs marks a significant step in disseminating knowledge across the professional spectrum and the favourable views and the critical reviews would only make them a viable and cost-effective medium in the days to come. The importance of Companies Act, 2013 was also disseminated through Conferences, Seminars, Study Circles, Workshops held across the country by the Regional Councils and Chapters. The development of Rules for various provisions of the Companies Act, 2013 is currently under progress; ICSI was assigned the arduous task in preparation of the ground rules for the same and completed the same to satisfaction; the role of many of our members, past and present deserve recall and recognition in the accomplishment of this mammoth exercise. I also compliment my colleague CS Sanjay Grover and other members of the Corporate Laws Committee in facilitating the formulation of ICSI’s views and supporting the effective representation to the powers that be of our stand and in vigorously pursuing the cause of ICSI and its members. In addition, during the year a Placement Portal was launched providing a digital platform for our members and prospective employers to interact and fulfil their mutual needs. The 14th National Conference of Practising Company Secretaries held in Kolkata in July, 2013
was a landmark event as the Conference brought in its fold, practitioners of different disciplines debating on the theme “Integrating Growth, Governance and Challenges Beyond” leading to many desirable attitudes we need to imbibe as also many we need to eschew. PCS Induction Programme (PIP) a long-felt need was introduced with a view to prepare members in practice for the exciting days ahead, the rising expectations from the society, code of conduct, disciplinary mechanism in ICSI, etc. The response to these Programmes has been quite overwhelming and I am sure many young and budding members will avail of this opportunity coming to their doorsteps. By the same token, Peer Review Trainings continued to be organised in different locations. Two Workshops on Business Responsibility Reporting were organised in association with NSE to delve into the nuances and niceties of this compliance requirement for listed companies. The development of a Compliance Certificate relating to SME listing, to be issued by a PCS and also a Guidance Note for the same signals our strategic presence in this space and hopefully many more such initiatives would strengthen our commitment to the SME sector. The inclusion of PCS amongst those who can appear before Tribunals under the Maharashtra VAT Act, marks the culmination of efforts of several years to get recognition and it is hoped that our members in practice would do everything they can for the profession to now gain recognition. In keeping with the relevance and importance of Valuation in the current scheme of things and the recognition for PCS to act as Valuers, a Certificate Course on valuation has begun at CCGRT and NIRC It is expected that our practising members, many of whom have beaten the trodden path and chosen the road less travelled and become icons for others to follow, would strive to achieve the high levels of objectivity, independent mind and the integrity needed to accomplish effectively the higher levels of responsibility enjoined on them under the Companies Act, 2013 and many more legislative/regulatory mandates to follow. It is worth noting that capability building is a continuous process for any professional and to enable our practising members to sharpen their knowledge and hone their skill-sets to emerge as competent Secretarial Auditors, Two-Day Focussed Chain Workshops across the country is proposed to be held, coinciding with the completion of the Guidance Note on Secretarial Audit and Annual Return Certification being undertaken by the Secretarial Standards Board. Practising members were also extended the facility to avail Professional Indemnity Insurance and other policies at concessional premium rates through a tie-up with the New India Assurance Company Limited. In tune with the adopted theme and the conclusions arrived at the Meetings of the Regional Councils and Chapters and in tune with the Vision 2020 and the Top Ten Goals, the Council approved the Strategic Action Plan (SAP) covering the entire gamut of operations of the Institute, broken into actionable delivery targets with defined responsibilities and concurrent timelines. These 206 action points were reviewed at regular intervals and also were integrated into the various decisions made by functional committees. Further the two-day Strategy Meeting in October, 2013 took stock of the progress, deliberated at length on some major policy issues and many major takeaways emerged. This, coupled with a major augmentation/ rationalisation of the workforce this year and continuous leveraging of technology would hopefully transform ICSI to be a more modern, responsive and sensitive Institution in future. There were other notable events such as attending three meetings of the Coordination Committee with Presidents of The Institute of Chartered Accountants of India, The Institute of Cost Accountants of India with agreements on many, if not on most of the issues on hand, as also the signing of the MOU for acquisition and development of land for setting up of Centre of Excellence for Quality and Ethics in Ajmer; two Investor Education/Awareness and Protection Seminars in Bhubaneswar; attending two Meetings of National Foundation for Corporate Governance(NFCG) Council chaired by the Minister of Corporate Affairs; speaking opportunity at the International Conference organised by the Institute of Chartered Accountants of India in Kolkata; the hosting of the 2nd CSIA International Conference on the theme ‘Corporate Governance for Sustaining Prosperity and Posterity’; Presentation of 12th ICSI National Award for Excellence in Corporate Governance; Seminar on Risk Management; Seminars in association with SCOPE for PSEs; signing of MOU with ASSOCHAM and MSSE&T, West Bengal to offer wide ranging services more particularly on providing support in Corporate Governance in the growth and development of MSME sector in West Bengal; attending Meeting of NACAS; giving testimony on behalf of ICSI before the Parliamentary Standing Committee on Finance on Securities Laws; attending and participating in the Meetings of the Jury to decide the awardees of the 13th ICSI National Awards for Excellence in Corporate Governance; participating in the Annual Council Meeting of CSIA and the Round Table at Kuala Lumpur; presence and participation of many of our members at the inauguration of the Third Court Room in the premises of Company Law Board, Principal Bench, New Delhi and our contribution in the form of well stacked library to the premises of the Company Law Board, Eastern Bench in Kolkata. The year gone by has seen additions, renovations, sale of many of our Regional Council/Chapter premises; the land for ICSI Centre of Excellence in Hyderabad was acquired after considerable efforts and Bhoomi Pooja performed; the existing building acquired in 1999-2000 by EIRC was renovated beyond recognition and for better use; the additional premises acquired in 2009 by WIRC was taken up for renovation; premises of Patna Chapter was renovated; the land on which the Coimbatore Chapter Building existed after demolition was sold and the process for acquisition of land for development of own premises is now on; Thane and Kochi Chapters acquired new premises of their own. Many buildings are nearing completion and many others are in various stages of approvals from authorities as also construction. The Infrastructure Policy is in place, streamlined and well geared to facilitate smoother augmentation of space for ICSI in the years to come. Our Regional Councils and Chapters have been playing a significant role in the growth and development of the profession and this year has been no exception. I compliment the Chairmen of the respective Regional Councils for their continued support and cooperation towards propagation, performance and accomplishment of targets and goals fixed for their respective Regional Councils and Chapters falling in their jurisdiction. With several far-reaching and structural changes expected and envisaged in the near future, the role and responsibilities of the Regional Councils would require to be revisited and dispensations to follow have their jobs cut out for their sustenance and growth. With Chapters re-graded based on members’ and students’ strength, many have graduated to upper grades and many more have emerged from different cities to become future centres of growth. The makeover of these front offices of ICSI post Online Services Delivery is waiting to happen and it is expected that many of them would transit towards becoming effective capacity building centres, providing the much needed support and guidance to the stakeholders. The interaction with members and students during my visits to Hyderabad, Goa, Thane, Nagpur, Patna, Bhubaneshwar, Pune, Ahmedabad, Bhayender, Kochi, Thrissoor, Palakkad, Madurai were worthwhile and instructive and provided several insights into various issues concerning our stakeholders. The Chapter Managing Committees have a huge leadership role to play in laying out the road-map of Chapters they manage and it is to be seen as to how many of them morph into the changed roles visiting them soon. Like a man is known by th
e company he keeps, an institution is perhaps known by the personalities who visit its platform. This year has been singularly different with the visits of many of the venerated – Mr. P. Chidambaram, Hon’ble Finance Minister, twice as Chief Guest in two of five Seminars on the Indian Financial Code, Mr. Sachin Pilot, Hon’ble Minister, Corporate Affairs (Independent Charge) as Chief Guest in 2nd CSIA International Conference and 41st National Convention of Company Secretaries, Mr. Naveen Patnaik, Hon’ble Chief Minister, State of Odisha, Mr. Manohar Parrikar, Hon’ble Chief Minister, State of Goa, Mr. U. K. Sinha, Chairman, Securities and Exchange Board of India (SEBI), Mr. T. S. Vijayan, Chairman, Insurance Regulatory and Development Authority (IRDA), Mr. Ashok Chawla, Chairman, Competition Commission of India (CCI), Mr. Ramesh Abhishek, Chairman, Forwards Markets Commission (FMC), Mr. Naved Masood, Secretary, Ministry of Corporate Affairs, Mr. M. J. Joseph, Additional Secretary, Ministry of Corporate Affairs, Mr. P. K. Malhotra, Secretary, Legislative Department, Government of India. Hon. Justice Mr. Dilip Raosaheb Deshmukh, Chairman, Company Law Board, Dr. K. P. Krishnan, Additional Secretary, Department of Economic Affairs, Ministry of Finance, Dr.CKG Nair, Advisor, Capital Markets, Department of Economic Affairs, Dr. C. S. Mohapatra, Advisor, Financial Sector Development Council, Dr. K. C. Chakraborty, Deputy Governor, Reserve Bank of India, Mr. Anand Sinha, Deputy Governor, Reserve Bank of India, Mr. Prashant Saran, Whole-time Member, SEBI, Mr. Vijay Bhaskar, Executive Director, Reserve Bank of India, Ms. Deepali Pant Joshi, Executive Director, Reserve Bank of India, Mr. Anup Wadhawan, Joint Secretary, Department of Banking Services, Mr. R. K. Nair, Whole-time Member, IRDA, Mr. Ravi Narain, Vice-Chairman, National Stock Exchange, Ms. Chitra Ramakrishna, Managing Director & CEO, National Stock Exchange, Mr. Justice M. N. Venkatachalaiah, Former Chief Justice of Supreme Court of India, Mr. Justice B. N. Srikrishna, Former Judge Supreme Court of India, Mr. Ashish Chauhan, Managing Director & CEO, BSE Limited, Mr. Arun Nanda, Chairman, Mahindra Holidays Limited, Mr. Y. M. Deosthalee, Chairman, L&T Finance Holdings Limited, Dr. Anil Khandelwal, Former Chairman & Managing Director, Bank of Baroda, Mr. Devdutt Pattanaik, Chief Belief Officer, Future Holdings Limited, Mr. Peter Turnbull, President, Corporate Secretaries International Association (CSIA), Mr. Somnath Chatterjee, Former Speaker, Lok Sabha, Mr. M. Damodaran, Former Chairman, SEBI, Mr Nagendra Prasad, SP, CBI, Mr. G Srinivasan, Chairman and Managing Director, the New India Assurance Company Limited, Mr. A. P. Singh, Past International Director, Lions Club International, Dr. Suman K Mukerjee, Principal and Dean, Bhartiya Vidya Bhawan Institute of Management Sciences, Mr. Anindya Mitra, Barrister-at- Law, Kolkata, Mr. Utpal Chatterjee, Former Hon’ble Sheriff of Kolkata, Mr. R Bandyopadhyay, IAS (Retd.) and Member, Central Administrative Tribunal, Kolkata Branch, Dr. Navrang Saini, Regional Director, Ministry of Corporate Affairs, Dr. Ajay Shah, Professor, NIPFP, Mr. T. V. Mohandas Pai, Chairman, Manipal Global Education Services Pvt. Ltd., Mr. Vijay N. Poddar, Director, SAFIM, Pondicherry, Mr. Somasekhar Sundaresan, Partner J. Sagar Associates, Mr. Prithvi Haldea, MD, Prime Database, Mr. Sandip Ghose, Director, NISM, Mr. Arvind P. Datar, Sr. Advocate, Chennai, Dr. Kunal Sarkar, Senior Vice Chairman, Medica Super Speciality Hospitals and Mr. S. S. Gopalarathnam, Managing Director, Cholamandalam MS General Insurance Co. Ltd., Mr. Shiv Siddhant Narayan Kaul, Director of Nicco Corporation and Managing Director of Nicco Engineering Services, Professor R. Thandavan, Vice-Chancellor, University of Madras , Dr. N. Ravichandran, Former Director, Indian Institute of Management, Indore and many distinctly distinguished persons of repute and recognition. Secretarial Standards Board (SSB) has brought immense laurels to ICSI through its outcomes in the form of Standards and Guidance Notes on many issues which confront us in our chosen endeavours. The Companies Act, 2013 has made adherence to Secretarial Standards on Board and General Meetings mandatory and also mandated the CS in employment to ensure their compliance. The onerous task of formulation of Standards has been entrusted to the SSB whose composition has been well-defined and includes representations from Ministry of Corporate Affairs, sister Institutions, Regulatory Bodies, Industry Associations and many from our fraternity, both within and outside the Council, chosen with care and conviction. With meetings convened in CCGRT, Belapur, SSB meets regularly and painstakingly undertakes the tasks assigned to it to harmonise different practices followed with recourse to those across jurisdictions, pays major attention to minor details, unifies differing strands of thought and reflection in the creation of its Standards. The voluntary adherence to the Secretarial Standards by many leading corporations, both in private and public sectors, is by itself an ample testimony to the quality of output, consistently produced by SSB reflecting the highest commitment to the call of duty. I take this opportunity to compliment the SSB, past and present, comprising many of our senior members of respect and reverence, for their outstanding contribution towards making the Standards widely accepted, practised and now mandated and would fall short if I do not express my deepest gratitude and sincere appreciation to CS S. V. Subramanian, Chairman, SSB, since 2006 for his stewardship skills, his exemplary dedication, his almost anonymous but huge presence and his chiselled wisdom and many more in steering this constituent of ICSI to its current eminence and exalted stature. CCGRT, since inception in 1995, has witnessed many a chequered times, faced innumerable trials and tribulations, and has sustained with remarkable resilience and resolve. With the state-of-the-art facility created over a decade, CCGRT campus has hosted many an important guest and witnessed many a major events. The CCGRT-MSOPs have acquired a special brand equity amongst aspiring members, assiduously developed over the years with devotion and care. These residential MSOPs have transformed many students and have assumed the status of an in-house laboratory for innovation and invention in making these fifteen-day programmes widely sought for. In the same vein, CCGRT programmes are also sought after by many of our members from far and wide and have attained the quality and content in delivery through years of dedication and commitment in building and sustaining relationships with proven experts in their chosen fields. Its publications have also gained currency and reference and is poised for further expansion through hardcore and dedicated research. With conferment of autonomy and concomitant authority on the anvil, this constituent of ICSI would certainly attain further heights of glory in the days to come. A major achievement has been securing a grant of about Rs.1.3 crore from British High Commission for undertaking research in financial sector reforms. I salute all those who ideated its creation, installed its premises and implemented the project with purpose and promise. I also compliment CCGRT for heralding out this quiet transformation in its fortunes through utmost dedication, abiding passion for the profession and unswerving zeal in its pursuit to chosen and assigned tasks. ICSI Governance Research and Knowledge Foundation has been incorporated to facilitate the accomplishment of tasks which essentially fall into its domain and create the professional leadership platform for Governance. Currently housed in CCGRT premises in Belapur, ICSI GRKF will, over the years, develop into a credible institution of governance research and dissemination of critical knowledge inputs for ICSI and its constituents. This section 25 company outfit will also have the ICSI Centres of Excellence in its fold and is expected to provide thought leadership to ICSI and its constituents,
ICSI and its quiet efficient personnel have been witness to many changes in its policies and programmes and it is to the credit of my predecessors that the Eleventh Council discussed an agenda for action on its first day in office on 19th January, 2011. Ever since, much clarity and content have emerged through dialogue, discussion and debate. I take this opportunity to express my deepest gratitude to each and every employee of ICSI for their single minded devotion to duty, instinctive yearning for growth and betterment, and adaptability to innovate through emerging uncertain situations. Eventually, it is the Team which moves things and I express my sincere thanks and appreciation to each of my colleagues in the Council for their support, guidance and participation in the affairs of ICSI, more particularly to CS Nesar Ahmad, CS B. Narasimhan, CS R. Sridharan, CS Sudhir Babu, CS Ashok Pareek, CS Umesh Ved, Mr. Arun Balakrishnan, and Mr. Ardhendu Sen for their passionate performances in the tasks assigned by the Council and their singularly significant contribution to many achievements during the year. Before I bid Au Revoir, let me conclude from where I began, GOD, Give Me The Serenity To Accept Things That I Cannot Change The Courage To Change The Things That I Can AND The WISDOM To Know The Difference. – the Serenity Prayer by American theologian Reinhold Neibuhr. Jo Hua Accha; Jo Nahin Hua Sabse Accha. – Harivanshrai Bacchhan. As the New Year is already upon us, I take this cherished opportunity to wish ICSI, its constituents, its stakeholders, known and unknown, and each one of you, a very fulfilling 2014 and beyond, with abundant peace, prosperity and purpose and unalloyed success in whatever you endeavour to undertake and pursue.
Thane
01st January, 2014
