Our CA profession is in grave danger

What you start thinking when you hear news of some foreign accounting firm taking over a small or medium scale CA firm or any other such professional firm. When you hear more and more chartered accountants are joining Big Four or Big Ten firms (most of them are foreign companies). Can you think of these incidences as wake up calls for our profession?

If no, then I am sorry, we are in grave danger. (First mistake is that we are not realizing it). 

Even if you think it as wake up call, we are still facing that challenge ahead of us. We have to move mountains to face that challenge. Now, let me not puzzle you for longer and come to the point.

There was a time in history of developing India when multinational companies started coming to India and with their world class technology and work culture, they progressed in leaps and bounds. After a passage of time, somehow, we were able to insulate ourselves from the grave repercussions that lie ahead. (Don't worry, we still have to face it now even if we have given deaf ears to the problems).

But, here I want to make a different case, I want to talk about the problem that lies ahead of Indian Accounting Profession. The probable victims are Indian Chartered Accountant practitioners. (If we don't take steps at the moment, this moment, right here, right now).

Now, let’s analyze what is missing in our profession. First and foremost problem is that we are not building people oriented, people centric, people caring organizations (whether its small or large, whether it’s a service industry or manufacturing industry. Of course, you will find few exceptions).

Hence, the cycle of depression in our profession begins. Here we go. Let’s see what exactly happens.

Step 1. Dissatisfied employees lacks happiness.

Step 2. Unhappy employees cannot innovate or work full-fledged on creative work and bring around new ideas. (Happy employees are 12% more productive than normal employees – http://www.theguardian.com/science/2010/jul/11/happy-workers-are-more-productive)

Step 3. Lack of innovation and deficient employee morale leads to sub-standard services (Concept equally applicable in manufacturing industries)

Step 4. Step 1-3 leads to lesser satisfaction of clients and customers and results in lesser turnover and lesser progress of your organization. 

Step 5. Your customers and clients start searching for better products and services. And eventually finds out that your fellows are suffering from same problems. And ultimately finds out that Big Ten foreign firms are very efficient and they charge hefty fees. But gives better services. (of course, who will be willing to take bath with an Indian soap when you get a Quality soap at a little higher price,  people don't think much about price when there is a quality concern). Stressing on selection of foreign firm’s services does not mean they are smarter than us. Who runs their firms after all? Are they all white people? No, they are like you and me.  Foreign version of Indian people like all of us. We run the MNCs in India and all over the globe. Where you don’t find Indians working, just keep in mind their government is fearful about our presence (like Obama who did not allow Modi to come to United States, lol). We should be proud to have smarter brains than any other kind of people around the globe. (Sorry, am not sure about Japanese people, LOL).

Step 6. Results of above steps - foreign exchange outflows and slow growth of domestic players.

Step 7. Slow growth of domestic players makes them think to go for merger with a big corporation (I don’t know what must be the reasons and what they must be tempted by, but the discussion requires another write up. Will think and give it here for benefit of all). One of the reason they feel is they think they cannot compete big MNCs. It’s better to join hands and earn out of the association. (They don’t realize that ultimately who suffers? Our own business community which will pay hefty fees of the MNC professionals).

Step 8. Takeover by multinationals adds further problems in economy. (Of course, only if the MNC is optimistic about the takeover and expects to earn in millions, then only they will go for the takeover, don’t think you have made fool of them. It can be a reverse scenario.)

Step 9. Above all steps results in existing employees woes. Fears haunts them every now and then. They starts thinking that there are blink chances of progress here, let’s move away. But they will observe that all domestic firms and organisations are working on the same principles (profit centric principles, all for themselves, nothing for others). Then he will feel, let’s join hands with Big Ten. (Just like small and medium firms does), at least I will get a better paycheck if not satisfaction of work, if not recognition.

Step 10. We have been worrying about brain plight from India to Foreign countries (for last two three decades and at present also). And now, on this day, more and more MNCs are coming to India, hence we are giving deaf ears to the brains that joins MNCs day in day out. (I don’t know whether I am making the point clear but I feel, the same can be called as brain export. And the brain works for a foreign company. The difference is just that the brain is resident and not an NRI.)

Note:- Very serious note from me, my personal views - Presence of MNCs or MNC service providers like big ten firms does not mean we, small and medium practioners are not capable to provide world class services. Of course, we can.

But

“kuchh paane ke liye kuchh karna padta he, kuchh khona padta he, kuchh an-dekhe sapne dekhne padte hai, kuchh mushkile jelni padti he, kuchh anchaahe kadam uthaane padte he, kuchh naye khwaab sajaane padte he, Insaano ki kimat samajni padti he”

Inputs should be world class in order to match outputs to the world class. Our inputs are our people, our employees and our ideas, our employees’ ideas and creativity and innovative capabilities.). When we start recognizing them, valuing them, the days are not far when we will soon become world class and Chartered Accountants will join the small and medium firms leaving behind the glamorous MNCs. (I hope, you are not facing a situation at this moment where some of your young chartered accountants are joining big four and waving you good bye)

Before the situation goes out of control, we should work towards solving it. I think it's late, but its better late than never. We can make a difference, if we think we have to. You can contact me anytime for a detailed discussion about the possible solutions for this. Presently, I am not charging anything for sharing my ideas. Lol. It’s a social project for me, I feel it’s my responsibility to save my profession. Will surely think on possible solutions and will give a detailed article once again.

Capacity building / Networking for Practising CAs in India

Capacity Building/Networking for practising CAs Present Status of Practising Chartered Accountants Our Chartered Accountants have world class competency in accountancy profession. Not only in India rather we can be major player in world service sector. However Indian CA firms have certain limitations which we need to look into. A major impediment is probably the size of our firms. More than 70.5% of CA firms are proprietary firms and about 23% of them have 2 to 3 partners. Firms having partners between 4 and 10 are hardly 6% and firms having partners more than 10 are less than 0.5%. Thus we see that large firms constitute a very minuscule percentage of the total firms registered with ICAI. A number of barriers and limitations plug the growth of small firms into large firms. In the globalised world the demand of service users includes multi locational and integrated “One Stop Shop” services. Most of the clients demand a “Single Window Point” or one firm to handle their all business issues, relating to the various assignments. The clients now expect a quicker and globally accepted solution. Needless to say that this is the high time we should accept a change in our mindset and move forward for developing size of the firm through Networking & Merger. This option is always better than to have proprietary and small firms. Considering competition, prospective clients’ need, demographics and market trends ICAI has taken initiatives in the form of capacity building measures to develop Indian Chartered Accountant firms. The concept of capacity building measures basically includes: - (i) Networking (ii) Merger & Demerger (iii) Practice in Corporate Form Networking The Institute of Chartered Accountants of India has announced the rules for networking amongst the chartered accountants. In Network, one does not need to be partner but one can have affiliation with a CA firm bearing advantages of partnership alike and benefits of building capacity to serve the clients at different locations or in different areas of the services. The ICAI in the rules of networking defines the Network as “Network amongst two or more firms means an arrangement to facilitate the better functioning of the affiliate member firms in the interest of the profession and not for acquisition of any gain. Such Network shall include the formal Network to use the collective resources such as turnover, infrastructures, manpower, location for execution of Professional services of one or more type.” Formal network means a network amongst two or more firms registered with ICAI, where the object of network is to use the collective resources of the affiliates for execution of professional services of one or more types at one and/or at multi-locational points. The resources would include financial, technical and other logistic support required to execute the professional assignments. In such type of network, the common resources may be pooled and exhibited together before the service user as those belonging to one particular set of professionals. Explanation — An affiliation as referred to above shall also include:— having an association with an accounting entity within or outside India such that it results directly or indirectly in a common professionals economic or beneficial interest. one or more of the entities holding out that it is so affiliated or networked. An entity shall not be treated as an affiliate of another merely for the reason that they share professional knowledge and data base; refer certain professional assignments or authorize the other to represent certain specific matters. If different Indian firms are networked with a common Multi-National Accounting Firm (MAF) then irrespective of the presence/absence of any ‘affiliate’ relationship between the Indian firms inter se, they shall be considered as part of a network.] Name for Network The Network may have distinct name, which should be approved by the Institute. To distinguish a “Network” from a “firm” of Chartered Accountants, the word “& Affiliates” should be used after the name of the network and the words & Co.”/”& Associates” should not be used. The prescribed format of application for approval of Name for Network is as per the Form ‘A’. Standards prescribed in Regulation 190 of the Chartered Accountants Regulations, 1988 shall be applicable to the name of Network. However, even if a name is provided and subsequently it is found that the same is undesirable then, the said name can be withdrawn at any time by the Institute. The Institute shall reject any undesirable name and the provisions in respect of name of companies as prescribed in the Companies Act, 1956 shall be applicable in spirit. The network is not permitted to advertise nor to use logo. The firms constituting the network are permitted to use the words “Affiliates/Members of …” (a network of Indian CA firms) on their professional stationery. Network may work without a Name also. Registration for the Network Formal Network is required to be registered with the Institute as per the prescribed Form B. The Referral Practice requires no registration. Referral Practice means a practice to refer professional work by a firm to one of its associate/affiliate either situated at a different place or rendering professional services not provided by it, to the user of the services. The purpose behind such a network is not to pool in their collective resources and exhibit them as those belonging to one particular set of professionals. If a different Indian Firms are networked with a common Multinational Accounting Firm (MAF) then irrespective of the presence/absence of any ‘affiliate’ relationship between the Indian Firms inter se, they shall be considered as a part of network. As such for these firms the registration with the Institute is not mandatory. It is only if these Indian Firms decide to constitute a formal network, then the registration with the Institute is mandatory. Ethical Compliance It will be necessary for the networked firms to comply with all applicable ethical requirements prescribed by Institute. Thus if one firm of the network is the statutory auditor of an entity then the associate firm should not accept internal audit or book keeping or such other professional assignment which are prohibited for the statutory auditor firm. The ceiling of charging non audit fees; i.e., three times of the statutory audit fees is collectively applicable in relation to the networking firms. In those cases where rotation is prescribed by any regulatory authority, no member firm of the network can accept appointment as an auditor in place of any member firm of the network which is retiring. However, this restriction shall not apply in case of appointment as Statutory Central Auditor of Government agencies/Undertaking such as Public Sector Undertakings (PSUs), Public Sector Banks and Financial Institutions etc. Consent of Client: The network shall obtain consent of the client to engage an affiliate in discharging the professional assignments. Constitution The Network can be between proprietary, partnership firms and individual members. A proprietary, partnership firms and individual members are allowed to join only one formal network. Firms having common partners shall join only one network. Scope The Network itself will not carry on any business for acquisition of gain for itself and only act as a facilitator for its members/constituent Member firms to pursue their professional jobs. Only one Firm/Member can apply on behalf of the Network showing the collective strength of all the constituent firms of the Network, when responding to any enquiry. Only the firm(s)/Member(s) forming Network are eligible to issue/sign/attest any certificate/report/professional document/assignment. Bye-laws To streamline the networking, a network shall formulate operational bye-laws. Bye-laws may contain the following clauses on which the affiliates of the network may enter into a written agreement among themselves: Appointment of a Managing Committee, from among the managing partners of the member firms of the network and the terms and conditions under which it should function. The minimum and maximum number of members of the Managing Committee shall also be agreed upon. Administration of the network Contribution of membership fees to meet the cost of the administration of the network. Identifying a partner of any of the member firms of the network to be responsible for the assignment (engagement partner). Dispute settlement procedures through arbitration and conciliation. Development of training materials for members of the network. Issue of Newsletters for staff and clients. Development of software for different types of assignments. Development and maintenance of databases relevant for different types of assignments. Library. Appointment of a technical director to whom references can be made. Determining the methodology for drawing resources from each member firm. Determining compensation to member firms for resources to be drawn from them. Peer review of the member firms. Network with entities outside India The duly authorized representative(s) of the Indian Member firm (s)/Member Constituting the Network shall file a declaration with the Institute in Form `D’ for registration. Proprietary/Partnership firms as well as individual members shall be permitted to join such Network with entities outside India. Provided that the proprietary/partnership as well as individual member are allowed to join only one formal network and firms having common partners shall join only one such network. Exit A constituent Member firm/Member of a Network can exit from the network by sending the declaration in Form ‘C’ to the Institute and also to each and every constituent of the network. The concurrence/acceptance of the same by other firms forming part of the network firm shall not be required. Conclusion This sort of Networking would be stepping stone for the mergers and acquisitions of the firms. The Institute has also announced the rules for the same. Once one is comfortable with these networking one can go for bigger partnership firms get the advantage of the big work to follow. This will help the firms to build competitive advantage over others. The firms will also be able to build up their brands. The survival of small chartered accountants firms depends on their ability to re-engineer themselves. This type of networking will be one of the ways of re-engineering of the firms. Let us make the best out of the facility provided by the Institute. MERGER & DEMERGER In the corporate world, merger and demerger have become universal practices for securing survival, growth, expansion and globalization of enterprise and achieving multitude of objectives. Merger is the fusion of two or more existing companies. On the other hand, demerger signifies a movement in the company just opposite to merger. ‘Demerger’ is also used to describe spinning off of an “undertaking” of a Corporate entity. MERGER In order to have an orderly and sustainable growth of the CA firms, it is desirable that the coming together of the firms begins with networking and then matures to mergers. Networking will enable the firms to develop working relationships with each other. However, it is not to suggest that there cannot be mergers without networking. The mergers should be effected to develop core competencies and to render professional services of a larger range spread over bigger geographical area. A merged big entity will always be superior to a network arrangement. To effectuate merger, a merger agreement in Form ‘E’ is to be filed with the Institute within 30 days from the date of the agreement. The re-constitution agreement/partnership deed shall be filed with the Registrar of Firms. Upon the merger of the firms, the Institute will freeze the names of the merging firms and shall not allot the same names to any other firm. DEMERGER The merger has to precede the demerger and demerger can be demanded within a period of 5 years from the date of merger. The merger agreement itself shall contain the terms and conditions for demerger. Therefore no concurrence/acceptance is required from the continuing partners. The merger agreement shall stipulate that in case 75% or more of the continuing partners of one of the erstwhile firm(s) are willing to demerge then they can do so after giving due notice in Form ‘F’ to the other partners and to the Institute. In case 75% or more of the continuing partners of one of the erstwhile merging firm have demerged after giving due notice to the other partners, then in such case, the merger shall come to an end and if the remaining erstwhile merging firms/partners of the erstwhile merged firm decided to continue, then they should enter into a fresh Merger/Partnership Agreement. The Constitution Certificate issued by the Institute to the demerged firm shall state the original date of establishment, the date of its merger and the date of the demerger. For the purpose of computing the seniority of the firm, the total period will be reckoned from the original date of establishment. The Demerged Firm is entitled to practice in its old trade name, which existed at the time of merger. GUIDELINES FOR PRACTICE IN CORPORATE FORM To empower the members to face the emerging challenges in the service sector as well as to equip them for the opportunities in the non-audit service area, the Council decided to allow members in practice to hold the office of Managing Director, Whole-time Director or Manager of a body corporate within the meaning of the Companies Act, 1956 provided that the body corporate is engaged exclusively in rendering Management Consultancy and Other Services permitted by the Council in pursuant to Section 2(2)(iv) of the Chartered Accountants Act, 1949 and complies with the conditions(s) as specified by the Council from time to time in this regard. The members can retain full time Certificate of Practice besides being the Managing Director, Whole-time Director or Manager of such Management Consultancy Company. There will be no restriction on the quantum of the equity holding of the members, either individually and/or along with the relatives, in such Company. Such members shall be regarded as being in full-time practice and therefore can continue to do attest function either in individual capacity or in Proprietorship/Partnership firm. They are also entitled to train articled/audit assistants. Management Consultancy Company means a Company which complies with the Guidelines for Practice in Corporate Form issued by the Institute. Management Consultancy & Other Services or MCS means ‘Management Consultancy & Other Services’ permitted by the Council in pursuance to Section 2(2)(iv) of the Chartered Accountants Act, 1949. The expression “Management Consultancy and other Services” shall not include the function of statutory or periodical audit, tax (both direct taxes and indirect taxes) representation or advice concerning tax matters or acting as liquidator, trustee, executor, administrator, arbitrator or receiver, but shall include the following: Financial management planning and financial policy determination. Capital structure planning and advice regarding raising finance. Working capital management. Preparing project reports and feasibility studies. Preparing cash budget, cash flow statements, profitability statements, statements of sources and application of funds etc. Budgeting including capital budgets and revenue budgets. Inventory management, material handling and storage. Market research and demand studies. Price-fixation and other management decision making. Management accounting systems, cost control and value analysis. Control methods and management information and reporting. Personnel recruitment and selection. Setting up executive incentive plans, wage incentive plans, etc. Management and operational audits. Valuation of shares and business and advice regarding amalgamation, merger and acquisition. Business Policy, corporate planning, organisation development, growth and diversification. Organisation structure and behaviour, development of human resources including design and conduct of training programmes, work study, job-description, job evaluation and evaluation of work loads. Systems analysis and design, and computer related services including selection of hardware and development of software in all areas of services which can otherwise be rendered by a Chartered Accountant in practice and also to carry out any other professional services relating to EDP. Acting as advisor or consultant to an issue, including such matters as: — Drafting of prospectus and memorandum containing salient features of prospectus. Drafting and filing of listing agreement and completing formalities with Stock Exchanges, Registrar of Companies and SEBI. Preparation of publicity budget, advice regarding arrangements for selection of (i) ad-media, (ii) centres for holding conferences of brokers, investors, etc., (iii) bankers to issue, (iv) collection centres, (v) brokers to issue, (vi) underwriters and the underwriting arrangement, distribution of publicity and issue material including application form, prospectus and brochure and deciding on the quantum of issue material (In doing so, the relevant provisions of the Code of Ethics must be kept in mind). Advice regarding selection of various agencies connected with issue, namely Registrars to Issue, printers and advertising agencies. Advice on the post issue activities, e.g., follow up steps which include listing of instruments and despatch of certificates and refunds, with the various agencies connected with the work. Explanation: For removal of doubts, it is hereby clarified that the activities of broking, underwriting and portfolio management are not permitted. Investment counselling in respect of securities [as defined in the Securities Contracts (Regulation) Act, 1956 and other financial instruments.] (In doing so, the relevant provisions of the Code of Ethics must be kept in mind). Acting as registrar to an issue and for transfer of shares/other securities. (In doing so, the relevant provisions of the Code of Ethics must be kept in mind). Quality Audit. Environment Audit. Energy Audit. Acting as Recovery Consultant in the Banking Sector. Insurance Financial Advisory Services under the Insurance Regulatory & Development Authority Act, 1999, including Insurance Brokerage. NAME OF MANAGEMENT CONSULTANCY COMPANY The Management Consultancy Company shall have a distinct name which shall be approved by the Institute. The prescribed format of application for approval of name for Management Consultancy Company is at Form ‘G’. The name of Management Consultancy Company may indicate the area of ‘Management Consultancy & Other Services’ permitted by the Council from time to time. Standards prescribed in Regulation 190 of the Chartered Accountants Regulations, 1988 shall be applicable to the name of the Management Consultancy Company. However, even if a name is provided and subsequently it is found that the same is undesirable then, the said name can be withdrawn at any time by the Institute. The provisions in respect of name of companies as prescribed in the Companies Act, 1956 shall be applicable in letter and spirit. The Management Consultancy Company shall neither be permitted to advertise nor to use logo. REGISTRATION OF MANAGEMENT CONSULTANCY COMPANY After approval of the name under Guideline 3 and incorporation under the Companies Act, 1956, the Management Consultancy Company is required to be registered with the Institute in a prescribed Form ‘H’. ETHICAL COMPLIANCE Once the Management Consultancy Company is registered with the Institute as per the Guidelines, it will be necessary for such a Company to comply with the following requirements: - If the individual practitioner/sole-proprietorship firm/partnership firm is the statutory auditor of an entity then the Management Consultancy Company should not accept the internal audit or book-keeping or such other professional assignments which are prohibited for the statutory auditor firm. Chapter IX of the Council General Guidelines No. 1-CA(7)/02/2008 dated August 8, 2008 in respect of ceiling on Non-audit fees is applicable in relation to a Management Consultancy Company. The Management Consultancy Company shall comply with clauses (6) & (7) of Part-I of the First Schedule to the Chartered Accountants Act, 1949 and such other directives as may be issued by the Institute from time to time. The Management Consultancy Company shall give an undertaking that it shall comply with clauses (6) & (7) of Part-I of the First Schedule to the Chartered Accountants Act, 1949 and such other directives as may be issued by the Institute from time to time. APPLICABILITY OF COMPANIES ACT, 1956 AND OTHER LAWS All the provisions of the Companies Act, 1956 and other laws that are applicable to a Company formed under the Companies Act, 1956 shall be applicable to the Management Consultancy Company. The Guidelines are in addition to the provisions contained in the Companies Act, 1956. Benefits available to members if the Guidelines framed are complied with: The member can retain full time Certificate of Practice besides being the Managing Director/Whole-time Director/Manager of Management Consultancy Company. The member will be entitled to train articled/audit assistant(s). There will be no restrictions on the quantum of the equity holding of the member, either individually and/or along with his relatives, in such a company. Violation of Act In case of alleged violation of the provisions of the Act, Regulations framed thereunder, guidelines/directions laid down by the Council from time to time and Code of Ethics, in case of Network Firm, the proprietary/partnership firm(s)/individual Member constituting the Network would be answerable and in case of Corporate form of practice, the individual practitioner/sole-proprietorship firm/partnership firm in general and the Managing Director/Whole-time Director/Manager of such company in particular, would be answerable. Annexure Form `A’   APPLICATION FOR APPROVAL OF NAME FOR NETWORK OF FIRMS THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA [See Rule 3 of Guidelines of Network amongst the firms registered with The Institute of Chartered Accountants of India] 1. Proposed name of Network 1. _______________ (in order of preference) if the Network 2. _______________ has a distinct name 3. _______________ 4. _______________ 2. Name(s) of the Firm Name/ Firm Regn. No./ firm(s)/Member(s) Member Name M.No. forming network 1. ___________­­_ ______________ 2. ____________ ______________ 3. ____________ ______________ 4. ____________ ______________ 3. Address of the Office of the Network _________________________________ _________________________________ _________________________________ _________________Pin _____________ E-mail (if any) _____________________ 4. We hereby declare that the above firm(s)/Member(s) proposed/have entered into an understanding to form a network in accordance with Guidelines of Network amongst the firms registered with The Institute of Chartered Accountants of India and further affirm and confirm that the partner signing the application has been duly authorised by the other partners of the respective firms. Place : ……………………….. Name(s) with Membership No(s). and signature(s) of duly authorized Date : ……………………….. Partner(s)/Proprietor(s) of the firms/ Member constituting Network Form ‘B’ DECLARATION FOR REGISTRATION OF FORMAL NETWORK AMONGST FIRMS REGISTERED WITH ICAI THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA PARTICULARS OF NETWORK HAVING INDIAN AFFILIATION 1. Name of the Network 2. Address of the Network 3. Names and addresses of firms/Member constituting the Network   Names and addresses of Firm(s)/Member(s)   Firm Registration No./M.No.         4. (a) Date of formation of Network Date on which present network arrangement was entered into 5. We undertake to comply with the guidelines/directions laid down by the Council regarding Network from time to time. We hereby declare that: (a) the network constituents have entered into an agreement to form this network. (b) that the partner(s) signing this declaration has been duly authorized by the other partners of the firm   Place : ……………………….. Name(s) with Membership No(s). and signature(s) of duly authorized Date : ……………………….. Partner(s)/Proprietor(s) of the firms/ Member constituting Network Form ‘C’ DECLARATION FOR DISSOCIATION FROM A NETWORK THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA [See Rule 12 of Guidelines of Network amongst the firms registered with The Institute of Chartered Accountants of India] 1. Name of the Network 2. Address of the Network 3. Names and addresses of firms constituting the Network Names and addresses of Firm(s)/Member(s)   Firm Registration No./M. No.         4. Name and address of the firm/member willing to dissociate from the Network Name and address of Firm(s)/Member(s)   Firm Registration No./M. No.         In pursuance to the Rule 12 of Guidelines of the Network issued by The Institute of Chartered Accountants of India, We/I hereby declare our dissociation from the Network w.e.f. ………………………… I hereby declare that I have been duly authorised by the other partners to issue this declaration.   Place : ……………………… Name with Membership No(s). and signature(s) of duly authorized Date : ……………………… Partner(s)/Proprietor of the firm/ Member dissociating from the Network Form `D’ DECLARATION TO BE FILED FOR NETWORK WITH ENTITIES OUTSIDE INDIA THE INSTITUTE OF CHARTERED ACCOUNTATNS OF INDIA PARTICULARS OF NETWORK WITH ENTITIES OUTSIDE INDIA Name of the Network Date on which the Indian firms have joined the present Network arrangement: Name(s) & address(es) of all the Indian firm(s) joined/joining the Network Name(s) of Firm(s) Firm Registration Number(s) Verification I/We solemnly declare and affirm that the information provided is true and correct to my/our knowledge and belief. Place: …………………… Date: …………………. Name(s) with Membership No(s) and signature(s) of a duly authorised Partner of the Indian firm(s)/ Member joining the Network Note: All existing Network should file this declaration on or before 30th June, 2006. Any new network arrangement shall file this declaration within 30 days of entering into the Network arrangement. A copy of the authorisation to be filed with the Institute by the Partner signing the declaration on behalf of the firm. The declaration may be filed jointly or separately with the ICAI by the firms entering the Network. Proprietary/partnership firms(s) as well as individual Member(s) are permitted to form a Network. A proprietary/partnership firm as well as individual Member are allowed to join only one Formal Network. Firm having common partners shall join only one network. Form `E’ FORMAT OF MERGER AGREEMENT THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA [See Rule 3 of Rules of Merger & Demerger amongst the firms registered with The Institute of Chartered Accountants of India] We, (1)………… (2) ………… (3) ……………… partners of (1) M/s. A & Co. (2) M/s. B & Co. & (3) …………………… execute this Merger Agreement on this ____ day of ______, at ___________: M/s A & Co., a Partnership/Proprietorship firm of Chartered Accountants having its registered Head Office at __________, duly registered with the Institute of Chartered Accountants of India vide Firm No. _________ in _________ region (which expression shall include its successors, heirs and assigns). The date of establishment, name of the partners, their membership nos, are as follows:- Date of establishment Name of the Partners Membership No. M/s B & Co., a Partnership/Proprietorship firm of Chartered Accountants having its registered Head Office at ___________, duly registered with the Institute of Chartered Accountants of India vide Firm No. __________ in _______ region (which expression shall include its successors, heirs and assigns). The date of establishment, name of the partners, their membership nos, are as follows :- Date of establishment Name of the Partners Membership No. 3. ……………………………………………………………………………………   Now, therefore, in consideration of mutual promise herein made and the consideration hereunder expressed, the parties hereto mutually covenant and agree as follows: That the name of the merged firm will be ________________ and the date of establishment of the merged firm is the date of establishment of the oldest/older firm i.e. ________. That this merger will come into force w.e.f. __________ 20XX, whereafter, the merging firm i.e. M/s A & Co., and M/s B & Co. cease to exist and a separate partnership deed has been executed on ______ amongst the partners of the merged firm. That the following persons are the partners of the merged firm: Mr. ___________________ Membership No. ________ Mr. ___________________ Membership No. ________ Mr. ___________________ Membership No. ________ Mr. ___________________ Membership No. ________ Mr. ___________________ Membership No. ________ Mr. ___________________ Membership No. ________ Mr. ___________________ Membership No. ________ Mr. ___________________ Membership No. ________ We, all the partners of the merged firm ……………………………………… understand that this merger has the following consequences in pursuance to the decision of the Council of the Institute: - That the name of the erstwhile merging firms will be frozen by the Institute. And in case 75% or more of the continuing partners of one or more erstwhile merging firm(s) are willing to demerge, they may demerge after giving due notice and will be entitled to the following benefits : (i) They shall be entitled to the total seniority acquired i.e. their earlier pre-merger seniority and the years during which they were in merged firm. (ii) They are entitled to their old firm’s name. Provided in case, 75% is a fraction, then the same shall be rounded off to the next number. That the date of establishment of the new demerged firm shall be the date of demerger. That to effectuate such demerger, no concurrence/acceptance is required from the other continuing partners of the merged firm. The partners of such demerged firm shall execute a partnership deed. The merged firm as well as the demerged firm shall submit fresh Form 18 as prescribed under the Chartered Accountants Regulations, 1988 to the Institute within the prescribed period. In case of 75% or more of the continuing partners of one of the erstwhile merging firm have demerged after giving due notice to the other partners, then in such case, the merger shall come to an end and if the remaining erstwhile merging firms/partners of the erstwhile merged firm decided to continue, then they should enter into a fresh Merger/Partnership Agreement and shall submit fresh Form 18 as prescribed under the Chartered Accountants Regulations, 1988 to the Institute within the prescribed period. That the demerger in the manner hereinbefore mentioned can be demanded only within a period of 5 years from the date of merger.   IN WITNESS WHEREOF, the Partners of the Merged firm M/s…………………………. hereto set their hands on this agreement in the presence of the witnesses.   WITNESSES :   1.       2. (i) ___________________ (ii) ___________________ (iii) ___________________ (iv) ___________________ (v) ___________________ (vi) ___________________ (vii) ___________________ (viii) ___________________ Partners of M/s………………… Form `F’ NOTICE FOR DEMERGER THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA [See Rule 4(i) of Rules of Merger and Demerger amongst the firms registered with The Institute of Chartered Accountants of India] 1. We the following persons Name(s) Membership No.(s) _____________ _______________ _____________ _______________ being partners of M/s ___________ which merged with the firm M/s ________as per merger agreement dated ________ willing to demerge with effect from ____ 2. We are the partners of the erstwhile Merging firms, M/s ___________ merged with M/s. ____________ & constitute the merged firm __________ with effect from _______. The Merger Agreement dated ________ and Form 18 were filed before the Institute on __________ 3. We constitute 75% or ____ % of the continuing partners of the erstwhile firm M/s. _________ 4. This demerger is within a period of 5 years from the date of merger. 5. We desire that our pre-merger name be allotted to us. ________________________ Place: ________________________ Date: ________________________ Signature of all the Partners of the Erstwhile Firm M/s. ________willing to demerge. Form `G’ APPLICATION FOR APPROVAL OF NAME FOR PROPOSED MANAGEMENT CONSULTANCY COMPANY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA [See Guideline 3 of Guidelines for Practice in Corporate Form] 1. Proposed name of the Company 1. _________________ (in order of preference) 2. _________________ 3. ________________ 2. Name of the Members/firm along with name of partners forming proposed Management Consultancy Company Firm Name/Member Name Firm Regn. No./M.No. 3. Address of the Registered Office of the proposed Management Consultancy Company _________________________________ _________________________________ _________________________________ _________________Pin _____________ Tel. No. __________________________ Fax No. __________________________ E-mail ___________________________ Website Address ___________________ 4. Ownership pattern of the Company 5. Name of the member proposing to become Managing Director/Whole-time Director/Manager Name of the Member Membership No. 1.______________________ ______________ 2_______________________ ______________ 3.______________________ ______________ Place : ……………………….. Name(s) with Membership No(s). and signature(s) of duly authorized Date : ……………………….. Partner(s)/Proprietor(s) of the firms Form ‘H’ DECLARATION FOR REGISTRATION OF MANAGEMENT CONSULTANCY COMPANY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA [See Guideline 4 of Guidelines for Practice in Corporate Form] 1. Name of the Management Consultancy Company 2. Address of the Registered Office Branch Office 4. Ownership pattern of the Company 5. Name of the member(s) proposing to become Managing Director/Whole-time Director/Manager Name of the Member Membership No. 1.________________________ _____________ 2.________________________ _____________ 3.________________________ _____________ 6. Number and Date of Incorporation Certificate (Please enclose Incorporation Certificate issued by the ROC) I/We hereby declare that the Management Consultancy Company shall render Management Consultancy & Other Services which are prescribed by the Council of the Institute from time to time pursuant to powers under Section 2(2)(iv) of the Chartered Accountants Act, 1949. This Company has been constituted in compliance with the Guidelines for Practice in Corporate Form issued by the Institute. I/We hereby declare that I/We shall comply with Clauses (6) & (7) of Part I of the First Schedule to the Chartered Accountants Act, 1949 and such other directions as may be issued by the Institute from time to time in this regard. Place : ……………………     Date : …………………… Signatures of two authorised Directors of the body corporate and the Managing Director/Working Director/Manager of that body corporate together with membership no. under a common seal. (Enclose a copy of Board Resolution) Source : WIRC Website