Meaning Of Peer Review

To raise the standards of the profession and with a view to enhance the quality of attestation services rendered by Practising Company Secretaries (PCS) in the public interest, ICSI issued the Guidelines for Peer Review of Attestation Services by Practising Company Secretaries ("the Guidelines") effective from 1st October 2011.

Peer Review is a process used for examining the work performed by one's equals (peers) and to understand the systems, practices and procedures followed by the Practice Unit and to give suggestions, if any, for further improvement.

                                             Meaning Of Attestation Services

It is pertinent to note the definition of "attestation services" as provided in the Guidelines. The phrase "attestation services" have been used in the Guidelines interchangeably with secretarial or compliance audit services, attestation functions and secretarial audit functions. As per the Guidelines, attestation services include secretarial audit, issuing of various certificates,

 But does not include the following:

1.      Management consulting engagement

2.      Representing a client before the Authorities

3.      Testifying as expert witness

4.      Providing expert opinions on points of principle, such as Secretarial Standards or the applicability of certain laws based on the facts provided by the clients

              Also read this for Website Disclosure https://moderneducationofindia.blogspot.com/2020/05/mandatory-website-disclosure-as-per.html

                                         Need Of Peer Review

 

1.      Evaluation of attestation services provided by the PCS.

2.      Maintenance and enhancement of the quality of attestation services.

3.      Assurance of compliance with the Technical Standards issued by ICSI from time to time and other regulatory and statutory requirements.

4.      Assisting members in identifying the areas of improvement and receiving guidance from their peer members.

5.      Upholding the standards of the profession and building greater faith and confidence in the eyes of the stakeholders.

6.      Sharing of good practices, experience and mutual learning among peer members of ICSI.

7.      Recognition of quality performance by PCS in the form    of issue of Peer Review Certificate.

8.      Improving global presence of the members of ICSI in practice

                                     Periodicity Of Peer Review

Every Practice Unit shall be mandatorily subject to peer review at least once in a block of five years. However, a Practice Unit may be subjected to peer review at a shorter interval also either at its own request or at the instance of the Peer Review Board

 

                                                 Eligibility Of A Peer Reviewer

Peer review of a Practice Unit shall be carried out by Reviewers empanelled with the Peer Review Board. The criteria for empanelment as a Reviewer is that a person should be

 

(i) a member of ICSI having at least ten years of post membership experience and

 

 (ii) should currently be in whole time practice as a Company Secretary.

 

It has been clarified that a member of ICSI who has been under employment for a decade can also seek empanelment as a Reviewer provided the member is holding a certificate of practice from ICSI on the date of making of application for empanelment as a reviewer.

 

While conducting peer review, the reviewer must remember that every peer review could not be the same because they all include a level of professional judgement and subjectivity depending on the nature and complexity of the peer review.

 

 

                                                  Process Of Peer Review

                                                                 

                                                                  (B)

1.Reviewer Shall Communicate A Preliminary Report To The PU Pointing Out The DeficienciesAnd     Non-Compliances Observed In Systems And Procedures

2.      PU Shall Make Submissions/ Representations In Writing To The Reviewer Within 21 Days

3.      whether reviewer is satisfied with the representation made by the pu?

If yes - Than submit report to board

 

If no - Then follow below process

 

4.      Reviewer Shall Submit Interim Report To The Board

 

5.      Board May Make Recommendations To The Pu And Give Instructions To The Reviewer To Conduct A Follow-Up Review After A Period Of Six Months

 

6.      Whether reviewer is satisfied with the follow up Review ?

 

If yes - Than submit the report to the Board

 

If no than follow the below procedure

 

7.      Reviewer Shall Submit Final Report To The Board Incorporating Reasons For Dissatisfaction

 

8.      Board shall consider the reviewer's final report and the pu's submissions and issue recommendations to The pu and instruct the reviewer to perform follow-up action

 

9.      Is the board satisfied?

 

If yes -  Than board will issue Peer Review certificate

 

If no -  Than No Peer Review certificate will be issued

 

 

                         Area Of Prctice For Peer Review

 

 1) Annual Returns Certified/Signed under Companies Act, 2013

 

2) Certificates Issued under Regulation 40 (9) of SEBI (LODR) Regulations, 2015

 

3) Secretarial Audit Reports issued Section 204 of the Companies Act, 2013 / Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

 

4) Annual Secretarial Compliance Reports under SEBI (LODR) Regulations, 2015

 

5) Internal Audits under Section 138 of the Companies Act, 2013

 

6) Audit Reports issued under Clause 76 of SEBI (Depositories & Participant Regulations) 2018

 

7) Certificate issued under Regulation 56 of LODR Regulation 34(3) read with Schedule V, Para C, Clause (b) (i)

 

8) Compliance Certificates issued under Clause E, Schedule V of SEBI (LODR) Regulations, 2015

 

9) Internal Audit of Registrar and Share Transfer Agent (RTA) under SEBI Circular No. SEBI/HO/MIRSD/CIR/P/2018/73

 

10) Internal Audit of Credit Rating Agencies under SEBI Circular No. SEBI/MIRSD/CRA/Cir-01/2010

 

11) Issuance of Internal Audit Certificate for operations of the Depository Participants

 

12) Half yearly bank due diligence certificates issued

 

 Records of how many years are subject to peer review by the  reviewer?

The Engagement records of immediately preceding financial Years shall be subject to peer review

 

                         How Much Will It Cost Me To Get Peer Reviewed

                                            Rs. 10000 or as decided by Board

 

                      I have been peer reviewed can i disclose this on my website?

 Only the fact of being Peer Reviewed can be stated. However, neither the  Certificate nor the Peer Review Report may be display on the website.

 

                 what will the validity of peer review certificate issued?

The validity of the Peer Review Certificate is five years from the date of its issue.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mandatory website disclosures under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

If any Company has its website then, there are many provisions under Companies Act, 2013 & SEBI (LODR) which such company has to follow:

Every Company which has a website for conducting online business or otherwise, shall disclose/ publish its:

·           Name,

·        address of its registered office

·           the CIN,

·           Tel No,

·           Fax No. if any,

·           email and

the name of person who may be contacted in case of any queries or grievances on the landing/ home page of the said website.

Also read this Why govt is so actively changing law https://moderneducationofindia.blogspot.com/2020/05/why-govt-is-behaving-so-actively-to.html

LISTED COMPANY:

 

i. Details of its Business.

 

ii.Terms and conditions of appointment of independent directors.

 

iii. Composition of various committees of board of directors

 

iv.Code of Conduct of board of Directors and Senior Management Personnel.

 

v.Details of establishment of vigil mechanism/ Whistle Blower policy

vi.  Criteria of making payments to non-executive directors , if the same has not been disclosed in annual report

 

vii.Policy on dealing with related party transactions

 

viii.Policy for determining ‘material’ subsidiaries

ix.The email address for grievance redressal and other relevant details

 

x.      Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances

 

xi. Shareholding Pattern

 

xii. Details of agreements entered into with the media companies and/or their associates, etc

 

xiii.   New Name and the old name of the listed entity for a continuous period of one year, from the date of the last name change

 

xiv.   financial information including

 ·   notice of meeting of the board of directors where financial results shall be discussed

 ·      financial results, on conclusion of the meeting of the board of directors where the financial results were approved

 ·      complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc;

xv. Details off amiliarization programmes imparted to independent directors including the following details

 ·      Number of programmes attended by independent directors (during the year and on a cumulative basis till date),

 ·      number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date), and

 ·      other relevant details

 

xv.     Item mentioned below from point No.(i) to (iv) also required to publish in website.

 i.             Notice of Meeting:

Notice of meeting of the board of directors where financial results shall be discussed.

 ii.          Financial Results:

 

Financial results, as specified in regulation 33, along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor.

 

if the listed entity has submitted both standalone and  consolidated financial results, the listed entity shall publish consolidate financial results along-with:

·         Turnover

 

·       Profit Before Tax

 

·         Profit After Tax

 b).             A reference to the places, such as the website of listed entity and stock exchange(s), where the standalone results of the listed  entity are available.

 iii.       Statements of Deviation(s) or Variation(s) as specified in sub-regulation

(1) of regulation 32 on quarterly basis, after review by audit committee and its explanation in directors’ report in annual report.

 iv.       Notices given to Shareholders by Advertisement.

 

xvi.    Disclosure of events or information: The listed entity shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under regulation 30, and such disclosures shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website.