This document is a request from the BJP to review and modify the recently announced rules under the Companies Act 2013. It contains 4 key requests: 1) Reduce the threshold for mandatory appointment of KMPs (like Company Secretary) from Rs. 10 Cr to Rs. 5 Cr paid up capital and include private companies. 2) Make secretarial audit mandatory for companies with at least Rs. 5 Cr paid up capital or those subject to internal audit. 3) Restore pre-certification of all e-forms filed with MCA to ensure proper compliance. 4) Make certification of annual returns mandatory for companies with Rs. 5 Cr or more paid up capital, including non-XBRL filings.

1. REQUEST FROM BJP
Dellii - 12-05-2014
hll1. N;~~*crltlr.aModi ,
l'he l-lon'ble Chief Minister of Gujrat And Future Prime Minister,
Govt. of India,
Subject: Appeal to review final Rules of Companies Act, 2013 and modif'y
thc~nas soon as possible.
i
1 D c ~ I -Sir,
The recent announcements of the Rules under the Compaliies Act ,20 13
is leaving ~ n ~ ~ c bto be desired. We the undersigned representing this
Document Contai~iiiigthe requests and appeals from the Members of
;s'% 1:. Imm s filled this representation on behalf of Compaliy Secl-etasy
Community *hich has always acted as the Corporate Law and
Governance Specialists and as an Institution set up under an Act of
Pa~,liamentin 1980, We as Company Secretary Comprise more than
34,000 members and 4 lacs Students porking for the cordorate Sector
and MCA( Ministry of Corporate Affairs) to ensure that the Coinpliance
is mainlai~ledat all levels.
l-ion'ble Sir, Over the past decade Company Secretaries have worked
~il.elessJy wilh the Ministry of Corporate Affairs and have assisted in
total lillings of 44.46 lacs till 3 1'' march 2014 .Our professiolials have
conlsibuted im~lienselyto the success of MCA 21 there were more than
One lac companies registered online wherein key role was played by us.
We also wish to bring your kind attention more than 6 lacs Anllual
ret~~rlis1-1led every year as per old Companies Act, 1956 were certified

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by OLII- ~~ie~nbersand they gave Secretarial Compliance Report for
co~npanieshaving paid up capital of Rs. 10 Lakhs or Inore but less than
5 CI..This helped the Ministry to a great extent. If you kindly look at the
new Provisions of Section 92 of the Companies Act ,2013, it only tallts
about , all Listed companies and companies having paid up capital of Rs.
. 10 CI.01.Inore or Turnover of Rs. 50 Cr or more shall get its Annual
[leturn Certified by a Company Secretary in Practice. This will sulaely
affect the Practice side of our profession.
We bring into light our humble submission on the following areas
needing your immediate attention ( the mails of Individual submissions
have already been sent through various representations to Officials at the
Ministry ) We prepare a brief for quick action requiring from your end
..
.. ~!.d;!safi.uriiuiirntof KMP:- As per section 203 of the Companies Act,
it
20 13 read with relevant rules, every listed company and every
other.public companies having paid up capital of Rs. 10 Cr or more
shall have a whole-time KMP =(MD, WTD, Manager, CS, etc.)
/ i which iIIIplies that Private companies and unlisted public
iI
colnpanies not having paid up capital as aforesaid are not in need
to con~plywith provisions of Law, which actually is not the very
intention of law makers, because Company Secretary which is also
known as Governance Professional is the only profession which
ensures compliance of the Law whether Companies Act or
o~herwise.If we go by the earlier Rule notified on the KMPs, every

3. listed co~npaniesand every other companies having paid up capital
of' Rs. 5 Cr or more were in need to appoint a whole-time KMP
which was very much in line with intention of the Law Makers,
l~owever,the limit of Rs. 5 Cr has been increased upto 10 Cr and
private co~npanieshave been exempted and exclusively kept out of
put.view of the section in question which is nothing but an LI~IIIOS~
sl~ockto all stalteholders.
2. Secretarial Audit:-As per section 204 read with relevant rules
eve'i-y listed companies and every other public co~npanieshaving
paid up capital of Rs. 50 Cr or More or Turnover of Rs. 250 Cr or
Move shall annexed with its Boards' Report a Secretarial Audit
Kcr~ol-tgiven by a Company Secretary in Practice. The very effect
ot- section 203 and section 204 read with relevant Rcrles is that
Private Companies and unlisted public company having paid up
capital as aforesaid is free from compliance because neither they
need to have a whole-time Company Secretary nor they required to
annexed Secretarial Audit to its Boards' Report. It is pertinent to
norc lhat by introducing these sections and corresponding rules, we
are tryii~gto have check on big public con~panieswhich are
already con~pliantdue to some or reasons and on other side we are
providing ample space to companies in middle range to indulge in
oon-compliance and malpractices by keeping them out of the

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purview of sections in question which definitely would not have
bee19intention of the Law Makers.
3. I3~*eccrtificationof eforms:- The pre certification of e forms has
bccli proved as a good tool in the hands of Ministry itself for
e11su1-ingfiling of e forms complete in all aspects and also for
I I securing better compliance of relevant provisions. The MCA has
o~.kload of your officers in the Ministry reduces a lot as our
members act as extended arm of MCA.
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I , 4. Cel-tilk~~klio~~of Annual Return (Section 92 of CA, 2013):- As
withdl-awn pre certification of various e forms which actually is
1; pet. section 92 of the Companies Act, 2013 read with relevant
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rules, all Listed companies and companies having paid up capitalI
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of Its. 10 Cr or more or Turnover of Rs. 50 Cr or more shall get its
[
against the very intention of the Law, Corporate Complial~ceand
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I Governal~ce.The very reason behind this is professional certifying
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I the f'o~~m~isuallyensures proper attachments and all which has
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bee11evident by betterment in the quality of forms being filed.The
Annual Return Certified by a Company Secretary in Practice. The
certification of Annual Return of Listed Company was already
there in the old Act. Apart from that we had 383A which provide
Sol. Secretarial Compliance keport for companies having paid up
capital of Its. 10 Lakhs or more but less than 5 cr which actually is
dispensed with under new Act and accordingly more than 93

5. percent of companies have been kept outside the purview of any
independent review, monitoring, audit or certification relating to
corporate compliance by governance professional like Cornpany
Secr'et~~.iis.
011 above Facts we wish to have Ministry and personally as we1l
please to look io to the rules of Companies Act 2013 and please do the
necdfi.11 as follows and requested to safeguard the interest of the
stalceholclers The Authorized Capital Limit should be reduced to 5 Cr
and Privale companies must be included in the ambit of Section 203
i i , The Secretarial Audit Must be made applicable to those
e ~ m p ~ ; ~ ~ a i e sII hi& are at least subject ro internal Audit
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b) PrecevtiJication of all ejorms should be restored
c) Annual Return of the Companies having 5 Cr or more should
be rnc~ndatorilycertified by the PCS including certzficalions of'
Xbrl and non Xbrl*fillings.
We the Men?bers as per the attached names have made our submissiol~
lo yo^^ wirh high hopes. We understand and appreciate that you are
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. equally concerned on the matter and as a well wisher of the Profession
li : of Company Secretaries we are very hopeful that you will meet O L I ~just
I: de~nandsexplained to you in person as well. To strengthen our case on

6. all these poinnas ~ z txz attaching this representation to once again stress
on o;rr 7r;i;: 1-2zcwish- as-ellas dhat-naover the receiltly notified rules
7-..
u , .- - -_x- r: ro MCA in all these years for success of MCA 21 we
-- ,;.-si,-a better Justice from your end.'--L _
i r r ;.sw very high hopes from the hardworking and dynamic leader
iikc !-oiland we are sure that you will not let us down.
Thaolting you in anticipation.
Yout's .Faith Fully,