Our Chartered Accountants are world class may be because of our education, training, skill and competency in English language. We can be major player in world service sector. The biggest barrier for this is probably the size of our firms. More than 72% of our firms are proprietary firms and about 21% of our firms are 2 to 3 partner firm. Firms having partners between 4 and 10 are hardly 6% and firms having partners more than 10 are just 0.24%. Thus we can see that large firms constitute a very minuscule percentage.

A number of barriers and shortcomings plug the growth of small firms into large firms. In the globalise world the demand of services user includes multilocational and integrated "One Stop Shop" services in various sectors. Most of the service takers want a "Single Window" or one firm to handle all their issues relating to the various assignments. We have been looked after as service provider who can have solutions for various problems. The trade now expects a quicker solutions and globally accepted solutions. But due to complexity of law and the size of firm we are not in position to render a wide range of services.

Needless to emphasize that the transformation means cessation of the existing mindset which feels secure in proprietary and small firms. Challenges have to be met by assessing competition, prospective clients’ need, demographics and market trends. To avail the emerging opportunities in the globalised world, the following capacity building measures for Indian Chartered Accountant firms have been initiated by ICAI: —

(i) Networking

(ii) Merger & Demerger

(iii) Practice in Corporate Form

The Institute of Chartered Accountants of India has announced the rules for networking amongst the chartered accountants. Here one does not have to be partner but can have advantages of partnership like building capacity to serve the clients in different areas in geographically or in different areas of the services rendered. 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 The Institute of Chartered Accountants of India (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 —

1. An affiliation as referred to above shall also include:—

1. 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.

2. one or more of the entities holding out that it is so affiliated or networked.

2. An entity shall not be treated as an affiliate of another merely for the reason that they

1. share professional knowledge and data base;

2. refer certain professional assignments or authorize the other to represent certain specific matters.

3. 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.]

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.

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 predominant objective of 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.

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.

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.

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.

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:

1. 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.

2. Administration of the network

3. Contribution of membership fees to meet the cost of the administration of the network.

4. Identifying a partner of any of the member firms of the network to be responsible for the assignment (engagement partner).

5. Dispute settlement procedures through arbitration and conciliation.

6. Development of training materials for members of the network.

7. Issue of Newsletters for staff and clients.

8. Development of software for different types of assignments.

9. Development and maintenance of databases relevant for different types of assignments.

10. Library.

11. Appointment of a technical director to whom references can be made.

12. Determining the methodology for drawing resources from each member firm.

13. Determining compensation to member firms for resources to be drawn from them.

14. Peer review of the member firms.

There can be many other clauses, which can form the part of the bye-laws.

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.

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.

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.

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.

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.

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:

1. Financial management planning and financial policy determination.

2. Capital structure planning and advice regarding raising finance.

3. Working capital management.

4. Preparing project reports and feasibility studies.

5. Preparing cash budget, cash flow statements, profitability statements, statements of sources and application of funds etc.

6. Budgeting including capital budgets and revenue budgets.

7. Inventory management, material handling and storage.

8. Market research and demand studies.

9. Price-fixation and other management decision making.

10. Management accounting systems, cost control and value analysis.

11. Control methods and management information and reporting.

12. Personnel recruitment and selection.

13. Setting up executive incentive plans, wage incentive plans, etc.

14. Management and operational audits.

15. Valuation of shares and business and advice regarding amalgamation, merger and acquisition.

16. Business Policy, corporate planning, organisation development, growth and diversification.

17. 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.

18. 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.

19. Acting as advisor or consultant to an issue, including such matters as: —

1. 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.

2. 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).

3. Advice regarding selection of various agencies connected with issue, namely Registrars to Issue, printers and advertising agencies.

4. 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.

20. 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).

21. 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).

22. Quality Audit.

23. Environment Audit.

24. Energy Audit.

25. Acting as Recovery Consultant in the Banking Sector.

26. Insurance Financial Advisory Services under the Insurance Regulatory & Development Authority Act, 1999, including Insurance Brokerage.

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.

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’.

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: -

1. 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.

2. The Notification No. 1-CA(7)/60/2002 dated 8th March, 2002 in respect of ceiling on Non-audit fees is applicable in relation to a Management Consultancy Company.

3. 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.

4. 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.

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.