Citizens' Issues
Look forward to heydays of CS professionals: Certification requirements under the new Act

Considering that there are only around 5,800 Practising Company Secretaries or PCS in the country, each one will get to sign a reasonable number of annual returns, even if all such companies were to be distributed evenly. So all the practising professionals surely have a reason to cheer!

There is enough buzz in the corporate world regarding the role of Practising Company Secretaries (PCS) under the Companies Act, 2013 (the Act, 2013). Professionals were worried inasmuch as the scope and position of a Company Secretary in employment seemed to have increased, the role of PCS was a matter of concern when the corresponding section of 383A under the Companies Act, 1956 (the Act, 1956) was missing in the Act 2013. However, it seems that Act, 2013 has widened the scope of services that a PCS can offer. One of such area is annual return to be filed by a company under Section 92 of the Act, 2013.


Based on the provisions of Section 92, 203 and 204 of the Act, 2013 read with relevant draft rules, relevant compliance requirements with respect to PCS can be enumerated as under:




Category I

Private companies with paid up capital of up to Rs5o lakh

May or May not appoint Company Secretary. However, if appointed, whether on a whole time basis or on a part time basis, will qualify as a KMP. So annual return will be signed by the Company Secretary


Where there is no company secretary appointed, the annual return shall be signed by the director of the company

Category II

  1. Private companies with paid up capital of above Rs50 lakh and up to Rs5 crore


  1. Public companies with paid up capital up to  Rs5 crore

May or may not appoint Company Secretary. However, if appointed, whether on a whole time basis or on a part time basis, will qualify as a KMP.  So annual return may be signed either by the Company Secretary where there is one or by PCS in the absence of a Company Secretary

Category III

  1. Companies with paid up capital of Rs5 crore and above;

Mandatory to appoint full time Company Secretary (Sec 203). So annual return will be signed by Company Secretary


  1. Companies with paid up capital of Rs5 crore or more and turnover of Rs25 crore or more;

Mandatory to appoint full time Company Secretary (Sec 203). So annual return will be signed by Company Secretary


Further, the annual return will be certified by PCS

Category IV

Public companies with paid up capital of Rs100 crore or more;

Mandatory to appoint full time Company Secretary (Sec 203). So annual return will be signed by Company Secretary


Secretarial Audit by PCS and, the Annual Return will be certified by PCS (as a company with paid up capital of Rs100 crore will surely have a turnover of Rs25 crore)


So such companies will need both Secretarial Audit and Annual Return certification from PCS

Category V

Listed company

Mandatory to appoint full time Company Secretary, so annual return will be signed by Company Secretary


Secretarial audit by PCS and, the annual return will be certified by PCS


So listed companies will need both secretarial audit and annual return certification from PCS


Further, in case of a PCS being a co-signatory to the annual return, the PCS will only be verifying the information stated in the annual return. However, where the annual return requires certification of PCS, the PCS shall not only verify the contents of annual return but also certify compliance with provisions of the Act (as specified in Form 7.8).


It is important to note that once the CS is appointed as a full time employee or a part-time employee immediately become a key managerial personnel (KMP) as per the definition of a KMP. Therefore, all the obligations of a KMP get attracted.


As per the information gathered from professional colleagues at present there are about nine lakh active companies. Out of these, about seven lakh companies have a paid up capital of up to Rs50 lakh, which comprises of about only 35,000 public companies and the rest are private companies (i.e. a ‘small company’ as defined u/s 2(85) of the Act, 2013)


So, if small companies are excluded from the abovementioned statistics, we will still have a reasonable figure of companies which will require its annual return to be signed by PCS. The reason behind this is that companies with paid up capital of below Rs5 crore were neither required to appoint a Company Secretary under the Act, 1956 nor is it mandatory to appoint under the Act, 2013. Therefore, we presume that these companies will not appoint a Company Secretary in employment. Further considering that there are only around 5,800 PCS in the country, each PCS will get to sign a reasonable number of annual returns, even if all such companies were to be distributed evenly. So all the practising professionals surely have a reason to cheer!


The content of annual return is very exhaustive as opposed to Schedule V under Act, 1956. Further, the certification is not limited to contents of Annual Return but also covers compliance with all the provisions of the Act. The format of certificate to be given under the Act (Form 7.8) is very similar to a compliance certificate under the Act, 1956. 1956. Apart from this, other particulars such as remunerations, details of KMP, number of board and committee meetings held etc. also has to be certified. Therefore, this certification in itself is wholesome.


However, it is to be kept in mind that with more responsibility comes more accountability. Keeping in mind that the certification requirements are by and large very exhaustive and complex, practising company secretaries have to exercise due caution.


(CS Vinita Nair and CS Aditi Jhunjhunwala are senior associates at Vinod Kothari & Co, and look after corporate law division)




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Here’s what we still don’t know about Drones

A guide to what's changed - and what hasn't - since the president laid out a plan for transparency and tighter guidelines on targeted killings

November 6
: This story has been updated to reflect new developments.

Nearly six months ago, President Obama promised more transparency and tighter policies around targeted killings. In a speech, Obama vowed that the U.S. would only use force against a “continuing and imminent threat to the American people.” It would fire only when there was “near-certainty” civilians would not be killed or injured, and when capture was not feasible.

The number of drone strikes has dropped this year, but they’ve continued to make headlines. On Friday, a U.S. drone killed the head of the Pakistani Taliban. A few days earlier came the first drone strike in Somalia in nearly two years. How much has changed since the president’s speech?

We don’t know the U.S. count of civilian deaths

The administration says that it has a count of civilian deaths, and that there is a “wide gap” between U.S. and independent figures. But the administration won’t release its own figures.

Outside estimates of total civilian deaths since 2002 range from just over 200 to more than 1,000. The Pakistani government has given three different numbers: 400, 147, and 67.

McClatchy and the Washington Post obtained intelligence documents showing that for long stretches of time, the CIA estimated few or no civilian deaths. The documents also confirmed the use of signature strikes, in which the U.S. targets people without knowing their identity. The CIA categorized many of those killed as simply “other militants” or “foreign fighters.” The Post wrote that the agency sometimes designated “militants” with what seemed like circumstantial or vague evidence, such as “men who were ‘probably’ involved in cross-border attacks” in Afghanistan.

The administration reportedly curtailed signature strikes this year, though the new guidelines don’t necessarily preclude them. A White House factsheet released around Obama’s speech said that “it is not the case that all military-aged males in the vicinity of a target are deemed to be combatants.” It did not say that people must be identified. (In any case, the U.S. has not officially acknowledged the policy of signature strikes.)

Attorney General Eric Holder confirmed only that four Americans have been killed by drone strikes since 2009: Anwar al Awlaki and his sixteen-year-old son, Abdulrahman, Samir Khan, and Jude Kenan Mohammed. Holder said that only the elder Awlaki was “specifically targeted,” but did not explain how the others came to be killed.

Although Obama said that this disclosure was intended to “facilitate transparency and debate,” since then, the administration has not commented on specific allegations of civilian deaths.

We don’t know exactly who can be targeted

The list of groups that the military considers “associated forces” of Al Qaeda is classified. The administration has declared that it targets members of Al Qaeda in the Arabian Peninsula, and “elements of Al Shabaab, but there are still questions about how the U.S. determines that an individual belonging to those groups is in fact a “continuing and imminent threat.” (After the terror alarm that led to the closing of U.S. embassies this summer, officials told the New York Times they had “expanded the scope of people [they] could go after” in Yemen.)

This ties into the debate over civilian casualties: The government would seem to consider some people legitimate targets that others don’t.

Amnesty International and Human Rights Watch conducted in-depth studies of particular strikes in Pakistan and Yemen, respectively. They include eyewitness reports of civilian deaths. (Most of the deaths investigated happened before the Obama administration’s new policies were announced, although the administration has not said when those guidelines went into effect.) The reports also raised questions of the legality of specific strikes, questioning whether the deaths were all unavoidable casualties of legitimate attacks.

It does not appear that the U.S. plans to expand strikes against Al Qaeda to other countries – officials have reportedly told Iraq, for example, it won’t send drones there. But the U.S. has established a surveillance drone base in Niger, and fed information from drones to French forces fighting in Mali.

We don’t know if the U.S. compensates civilian casualties

CIA director John Brennan suggested during his confirmation hearing that the U.S. made condolence payments to harmed families. But there is little evidence of it happening. U.S. Central Command told ProPublica that it had 33 pages related to condolence payments – but wouldn’t release any of them to us.

We don’t always know which strikes are American

While unnamed officials sometimes confirm that strikes came from U.S. drones, other attacks may be from Pakistani, Yemeni, or even Saudi planes.

(It’s also worth noting that the U.S. has also used cruise missiles and Special Forces raids. But the bulk of U.S. counterterrorism actions outside Afghanistan in recent years appear to rely on drones.)

We don’t know the precise legal rationale behind the strikes

Some members of Congress have seen the legal memos behind targeted killing of U.S. citizens. But lawmakers were not granted access to all memos on the program. Legislation pending in the Senate would require the administration to give the Intelligence Committees a list of such legal opinions.

Other congressmen have introduced bills with more reporting requirements for targeted killings. (Proposals for a “drone court” for oversight have not gotten very far.)

It’s far from clear that any of that additional oversight would lead to public disclosure.

The government and the American Civil Liberties Union and the New York Times are still locked in court battles over requests for drone documents. While a judge has ruled the CIA can no longer assert the “fiction that it can’t reveal if it has any interest in drones, the agency hasn’t been compelled to release any information yet. The government has also so far fought off disclosure of legal memos underpinning targeted killings.

And here are some things we’ve learned through leaks and independent reporting:

How the U.S. tracks targets: Documents provided by Edward Snowden to the Washington Post detailed the NSA’s “extensive involvement.” Lawyers in a terrorism-related case also uncovered reports that government surveillance of their client may have led to a drone strike in Somalia. The Atlantic published a detailed account of Yemen using a child to plant a tracking chip on a man who was killed in a U.S. strike.

What people in the countries affected think: The Pakistani government’s cooperation with at least some U.S. drone strikes – long an open secret – has now been well-documented. Public sentiment in the country is vividly anti-drone, even when violent Taliban commanders are killed, and politicians continue to denounce them as American interference. Limited polling in the region most affected by drones is contradictory, with some saying that at the very least, they prefer drones to the Pakistani military campaigns. Life in those areas is between a drone and a hard place: Residents told Amnesty International of the psychological toll from drones, and they also face reprisals from militants who accuse them of spying.

Yemen’s president continues to openly embrace U.S. strikes, though the public generally opposes them – particularly those strikes that hit lower-level fighters, or those whose affiliations with Al Qaeda aren’t clear. Foreign Policy recently detailed the aftermath of an August strike where two teenagers died. Their family disputes they had any link to terrorism.

The physical infrastructure: More of the network of drone bases across the world has been revealed – from the unmasking of a secret base in Saudi Arabia to the fact that drones had to be moved off the U.S. base in Djibouti, in the Horn of Africa, after crashes and fear of collision with passenger planes.

The CIA’s role: The administration had reportedly planned to scale back the CIA’s role in targeted killing, moving control of much of the drone program to the military. But the CIA reportedly still handles strikes in Pakistan and has a role in Yemen as well. Officials told Foreign Policy yesterday that the transition won't happen anytime soon.

The history of the programs: Revelations continue to change our understanding of the contours of the drone war, but two books published this year offer comprehensive accounts – The Way of the Knife, by Mark Mazzetti of the New York Times, and Dirty Wars, by Jeremy Scahill.




shadi katyal

3 years ago

Why this sudden talk of civilian deaths when figures are not even correct. When in the 2nd WW such city bombing was done no questions were raised.
USA should ignore and continue to use drones to save lives of terrorist.
Would India not use if had such drone against the terrorist in Kashmir etc.
Do we know how many such attacks have kept the terrorist in hold. One should keep in mind that nations cannot be ground for training and arming terrorist and not attacked.

SEBI cracks whip on 37 entities including SMS Techsoft, promoters, directors and Ranka group

SEBI's found various SMSs circulating in the market mentioning buy recommendation for SMS Techsoft were used by its promoters and directors to offload the company shares

Market regulator Securities and Exchange Board of India (SEBI) has barred 37 entities including Rajesh Mangilal Ranka, SMS Techsoft (India) Ltd, the company’s three promoters, V Jagdish, Akash Jagdish Vital and Anitha V Jagdish as well as three independent directors, Dashrathkumar Khatri, Dilipbhai Gajjar and Devraj Pera Naidu from accessing securities market.


SEBI said it had, suo moto, carried out an examination in the scrip of SMS Techsoft in view of various SMSs circulating in the market during February-March 2013 mentioning therein buy recommendation for the scrip of SMS Techsoft. The probe found that the promoters and directors of SMS Techsoft were acting in concert with one Rajesh Ranka by issuing new equity shares of the company through preferential allotment to certain connected entities without receipt of full consideration. These entities had offloaded the shares through a fraudulent manner.


During the examination, SEBI said it found SMS Techsoft issued 3 crore shares to 31 entities, including three promoters, who are related to Rajesh Mangilal Ranka, that too when Ranka in 2010 was barred by the market regulator for two years.


"The sequence of events and pattern of transactions in this case prima facie indicate that the company, its promoters/directors along with the Ranka Group, by falsely portraying the transactions as a genuine preferential allotment and by creating artificial volume the company, adopted fraudulent device and artifice to defraud the genuine shareholders of the company," SEBI said in the order.


Earlier in August, SEBI had passed an order in a separate case where action was taken against persons luring investors through SMSes with promise of daily returns of up to Rs75,000 through mobile messages.


While in the earlier case the investors were being lured for unauthorised investment products, the present case pertains to promoters of a listed company being involved as well with the spread of SMSes.


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