Representation to Law Minister 2014 to Mr Ravi Shanker Prasad from CS Rajiv Bajaj & CS Gaurav Kumar Sharma to Change The Rules Companies Act 2013 for the betterment of CS profession and For Company Secretary Members & Students.

1. I.;rii).lccrr !ppcal to review firltll Rilles of Cotnparries Act, 2013 alrcl ~llodil:)..
f ! t t t : ? YOOII :I l ) , i ~ ~ i ~ ) l ~ ~ ~
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ll..IL I.ccs~liarinouncements of the Rules under the Companies Acl , 21) 13
is lcavi~rgI ~ L I C I I to be desired. We the undersigned representing ll.lis
I.JOL:II~CIIL Containing the requests and appeals fi-om the Members ol'
li ' b i .I.Io iiave lilled this representation on bel1a1.fof Co~npanySecretary
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(- oilii; I L I 11ity ~ v l iicl~ 11as always acted as the (:orpol-ateu Law ttl'ici
(;()v(.:~.I~~.II~ccSpecialists and as an Inaitution set up under a11 Act 01'
I';i~.li:iriic~~~i!) i ')SO, We as Company secretary Cornprise morc 1l1al.i
.i.;i.i(.l ~iicn.rhc~.sand 4 lacs Students working for the Col.pol-ale Scctor
I . ~/lil~ist~.yol-' 1,aw and Justice to ensure that the Colnplii~nceis
~ii:~i~-~~ai~~eclat all lelels.
Si I-.Over l.lw pas1 decade Company Secretaries have worked til-clcssl;
I 1Iic hlinistry of Law and Justice to provide Justice to iiil ihc
staheholtlcrs involved in corporate sector as well as assisted io Legdl
I-LIICS I'Ollow L I ~properly .

2. 171-iiig into 1ight our liumble submission on the following areas
i~it!& . ~ O L I I .ill-mediate attention( the mails of lndivid~~alS L I ~ I I I ~ S S ~ O I ~ S
i I l-~ildyJJCCII sent tlirough various representations to Y O L I ~Ofl-icials
.! iulinistr-y ) We prepare a brief for quiclc action at your end :-
A ol)oilll ~ ~ l e l l lof KMP:-As per section 203 of tlie Coii7panies Act,--
20 13 ~.cad~ v i l l irelevant rules, every listed coiilpany and cver-y
()llicl.pi~hlicco~npanieshaving paid up capital of Its. 10 CI.or IIIOI-e
sliall have a wl~ole-timeKMP (MD, WTD, Manager, CS, elc.)
,vhicli i~nplies that Private companies and unlisted p~~blic
conipanies no1 1iavi11gpaid up capital as aforesaid are not in lleed
lo comply wit11 provisions of Law, which act~lallyis not the very
i 11leiili~iio(' law malcers, because Colnpaliy Secretary wl~icl~is also
li~iohi~~:IS Gavel-nance Professional is the only profession wllicl~
I * I I S L I I . ~ S~011i1~Iia17~eof the Law wlietl~er Compa~iics Act 01.
ollierwise. I I'we yo by the earlier Rule notified on the lKMI-'s, everya
l i~ietlcolnpa~~iesand every other companies l~avingpaid up capita l
ol' Rs. 5 CI-01. more were in need to appoint a whole-time ICMP
tvliich was very much in line with intention of the Law Malters.
I~nwever,tlie liii~itof Rs. 5 Cr has bee11increased upto I0 CI-and
121.iv;~lecon1l)anies have been exempted and exclusively lcepi oul oI'
1~111.vicwof h e section in question which is nothing but a11 ul111osi
slioclc to a1l staltel~oldel-s.

3. 3. --Ccr-lilici~lio~lol' Annual Return (Section 92 of' CA, 2013):- As
pcl- seclion 92 of the Companies Act, 2013 read with ~'elevanl
2. ---Srbcr-cl;triiil Audit:-As per section 204 read wit11 releva;;t i-ujcs
every listed cornpallies and every other public companies having
~.ulcs,all Listed companies and colnpanies having paid up capiral
paid up capital of Rs. 50 Cr or More or Turnover of Rs. 250 Cr 01-
More shall annexed with its Boards' Report a Secretarial Audit
Rel~ortgiven by a Company Secretary in Practice. The very effect
ol' I<s. I0 CI.or more or 'Tun~overof Us. 50 Cr 01- more shall get ils
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A ~ i n ~ ~ a lReturn Certified by a Company Secretary in Practice. The
ccrtil-ica~ionof Annual Return of Listed Company was already
or secl.io11203 and sectiol~204 read with relevant Rules is dlat
I'1.i /ale Co~iipal~iesand unl isted public company haviI I ~paid u p
capil.al as al'ol-esaid is free from colnpliance because neither hey
need to have a whole-time Company Secretary nor they recluired to
ollnexed Secl-etal-ialAudit to its Boards' Report.. Tt is pertinent lo
notc 1.11alby i~itroducil~gthese sections and corlAespondingrules, we
alee Lryil~gto have check 01.1 big public cornpallies which are
al~eeadycompliant due to sonle or reasons and 017 other side wc are
p~.ovicIi 11gi11lll)Iespace to compal~iesin middle range to inclulge in
nol~-co~~~plia~~ceand lnalpractices by keeping them out or-' [lie
purview or sections in question which definitely would not llave
been illtention of the Law Malters.

4. t11e1.ein [lie old Act. Apart from that we had 383A wllich pi-mide
Ihr Secrelarial Complialice Report for companies having paid up
capital 01' 11s. 10 Lakhs or more but less than 5 cr wliicl~act~~allyis
clispensecl wi~hunder new Act and accordingly lnore than 93
I>cl-celllof co~npanieshave been kept ootside tlie purview of any
ilitlcl~cnclenlI-eview,moliitoring, audit or certification relating (o
co~-l~ol.aleco~i~plianceby governance professional like Company
Sec~'ela~*ies.
13asecI 011above Facts we wish to have Ministry of Law and Justice to
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loolc ill lo 1-ulesof Co~iipa~iiesAct 2013 and please do tlie need lid as
1.0 l lo/s;rncl requesled to safeguard the interest of tlie stake1iolde1-sand
also provide the Justice to the Company Secretary Com~nunity.The
A~~lhoi.isedCapilal Limit should be reduced to 5 Cr and PrivateX
co111pr111ie.s,nus[ be kcluded in the ambit6ofSection 203
oj The Seerelavial Audit Must be made applicable lo [hose
compalzies which are at least subjecl to internal Audit
Wc (lie Members as per the attached names have made our submission
to YOLJ will1 high hopes. We understand and appreciate that ~ O L Iare
equally concerned on the matter and as a well wisher of the Profession
of Cornpany Secretaries we are very hopeful that you will meet our j us1
dc~n:~ntlsexplained to you in person as well. To strengthen our case on
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5. all tlicsc points we are attaching this representation to once again stress
on OLII.paill and ang~~ishover the recently notified rules.
I 'I: I~avcvery high hopes froin the young and dy~~amicleacler lilte ~ O L I
I ancl bvc al.e s~11.eillat you will not let us down.
'l'l~anlti~~gyou in anticipation.
CS RA.IIV BAJAJ -9811453353