Annual Subscription : Rs. 100/- Single Copy Rs. 10/- NIRC ......Northern India Regional Council of The Institute of Company Secretaries of India NIRC-ICSI Newsletter2 January, 2010

JanuaryJanuaryJanuaryJanuaryJanuary, 2010, 2010, 2010, 2010, 2010 33333 NIRC-ICSI NewsletterNIRC-ICSI NewsletterNIRC-ICSI NewsletterNIRC-ICSI NewsletterNIRC-ICSI Newsletter

Dear Professional Colleagues,Seasons Greetings and mybest wishes to you and yourfamily members for a veryHappy and ProsperousYear 2010.I am pleased to inform thata one day program onLimited Liability Partnershiporganized by your RegionalCouncil jointly with

National Foundation for Corporate Governanceon 19th December, 2009 at Hotel The Lalit NewDelhi was a grand success both in terms of thequality of speakers and the number ofparticipants. I take this opportunity to expressmy sincere thanks and gratitude to Chief GuestMr. Justice A.P. Shah, Hon'ble Chief Justice, DelhiHigh Court, Guest of Honour Mr. Justice A.K.Sikri, Hon'ble Judge, Delhi High Court, Chairmanof the sessions, Mr. Justice Sanjay Kishan Kaul,Hon'ble Judge, Delhi High Court and Mr. JusticeRajiv Shakdher, Hon'ble Judge, Delhi High Court.I also express my sincere thanks to Mr. R.Bandyopadhyay, Secretary to Government ofIndia, Ministry of Corporate Affairs for deliveringspecial address and Ms. Renuka Kumar, JointSecretary, Ministry of Corporate Affairs forgracing the program.My sincere thanks are also to Mr. A.S. Chandhiok,Addl. Solicitor General and President, Delhi HighCourt Bar Association, Ms. Maneesha Dhir,Secretary, INSOL, Dr Navrang Saini, RegionalDirector (N), Ministry of Corporate Affairs,Mr. Santosh Kumar, Registrar, LLP, Ministry ofCorporate Affairs, Mr. Alok Dhir, Advocate,Mr. Pavan Kumar Vijay, Past President-ICSI andMr. Pramod Jain, Chartered Accountant andothers who have contributed for the success ofthe program.It is my last communication with you asChairman, NIRC. I take this opportunity toexpress my gratitude to almighty forstrengthening me with his blessings with the helpof which I could perform my duties to the best ofmy abilities as Chairman. I am also thankful to allmy seniors, predecessors, colleagues at regionalcouncil, chairmen of various committees andmanaging committee members of Chapters, allofficials working at Institute's HQ and NIRO fortheir wholehearted support in organizing variousprofessional development as well as student

From the Chairman

related activities. Whatever, I could achieve thatis entirely due to their support and guidance.My gratitude also goes to all the sponsors andadvertisers who supported us wholeheartedly inconducting various professional development aswell as students related activities of NIRC.A number of initiatives have been taken and a lotneeds to be taken. I take this opportunity to brieflyhighlight some of the major achievements /developments that have taken place during the year:Corporate Membership SchemeWe further enhanced the brilliant concept ofcorporate membership scheme initiated by ourpredecessors. Total 487 members joined thisscheme in the year 2009. This concept initiatedby NIRC became so much popular that allRegional Councils and number of Chapters of theInstitute have also followed this model.Best Regional Council/Best Chapter AwardNIRC has been adjudged National Best RegionalCouncil for the year 2008 and Jaipur Chapter ofNIRC of ICSI has bagged Best Chapter Award inthe respective category consequently for thesecond year.Seminar/Professional Development ProgramsNIRC organized regular seminars andprofessional development programs in the year2009, which were attended by large number ofmembers. My special thanks go to various ChiefGuests / Guests of Honour /Guest Speakers ofthese Seminars and to the members who made allthe programs a big success. I wish to give mythanks and compliments to Mr. Hitender Mehta,Chairman, Professional Development & ProgramsCoordination Committee, NIRC and Mr. P.K.Mittal, Council Member-ICSI for theirwholehearted involvement in conducting theprograms.Two day Participative Certificate WorkshopsFirst time NIRC organized 4 (Four) two dayParticipative Certificate Workshops for memberson topical interest in the year 2009, which wereattended by good number of members.Study Circle and Study Group MeetingsStudy circle meetings and study group meetingsare the regular features at NIRC where varioustopics of corporate interest are being discussedthreadbare by guest speakers. NIRC and its StudyGroups conducted in all 53 Study Circle Meetingsduring the year.


Achievements of Students of NIRC at All IndiaCompetitionsInstitute is organizing various All IndiaCompetitions for the students. You will be happyto note that our students have won 7th All IndiaMoot Court Competition for the year 2009.State ConferencesWith the objective of providing opportunities ofprofessional development to our members atdestination close to their place, NIRC organizedChandigarh State Conference at Chandigarh &Rajasthan State Conference at Jaipur.Secretarial Modular Training ProgramYou will be happy to note that your NIRC hasorganized record number of 13 (Thirteen) SMTPsin the year 2009. I wish to place on record mythanks to Mr. Deepak Kukreja, Chairman, SMTPCommittee for his wholehearted involvement inconducting the SMTPs successfully. My specialthanks to all the Chief Guests at the Inaugural&Valedictory sessions of the SMTPs. My sincerethanks goes to all faculties of SMTP for sharingtheir knowledge and expertise with theparticipants of the programs.Training Orientation Programs and AcademicDevelopment ProgramsThe NIRC organized 14 Training OrientationPrograms and 13 Academic DevelopmentPrograms in the year 2009. 813 Students attendedthe TOP and 1126 students attended ADP.Students Knowledge ForumNIRC during the year took an initiative to start aknowledge forum for students and conductedProfessional Development Programs for them.NIRC NewsletterNIRC continues to bring out its monthlynewsletter. My thanks to Mr. S.K. Gupta andMs. Divya Saxena for regularly contributing legalupdates. My special thanks to Mr. ParamjeetSingh for giving Lighter Side of the Profession.Career Awareness ProgramsIn the year 2009 NIRC (excluding its Chapters)organized 89 career awareness programs atvarious schools and colleges.Students' registration and Oral Coaching classesStudents' registration during the year was veryencouraging. NIRC conducts on regular basis oralcoaching classes for the students. At NIRC, theemphasis is to provide best of the coaching

facilities to all the students. A record number 2973students enrolled for OT classes/Refresher classesduring the year. This number is excluding studentsenrolled at our Collaborative/PPP OT centers inDelhi.Foundation Day CelebrationsA Week-long celebration of Foundation Day wasconducted from 24th July to 31st July, 2009. BloodDonation Camp, Plantation of Sapling, MembersQuiz on Corporate Laws, Company Law Quizfor Students, All India Elocution Competition forstudents, Seminar for students and Membersfollowed by AGM of NIRCAcknowledgmentsI am extremely grateful to Mr. Datla HanumantaRaju, President, ICSI and Mr. Vinayak S.Khanvalkar for their continuous guidance,encouragement and support during the wholeyear. I am also thankful to all the Central CouncilMembers for their continued support, PastPresidents of ICSI, Past Chairmen of NIRC for theirblessings.My special thanks goes to secretariat of ICSI HQ,specially to Mr. N.K. Jain, Secretary & CEO ofour Institute and his entire team for extending theirsupport to NIRC.I also express my gratitude to all my councilcolleagues at NIRC for being with me at everyneed of hour and providing me their full supportin all activities of NIRC.I also sincerely appreciate the support I got fromMr. T.R. Mehta and other officials working atoffice of Northern India Regional Councilthroughout my tenure.Lastly I would humbly like to mention that if dueto oversight any name is left out, it is purelyunintentional and I may kindly be excused for thesame.I congratulate the new team of office bearers ofNIRC led by Mr. B.K. Sharma w.e.f. 19th January,2010 and wish them success in all their endeavorsWith best regards,

Yours sincerely,

(Atul Mittal)[email protected]

Mobile : 98100657445th January, 2010

From the Chairman


CHAIRMAN

Mr. B.K. Sharma, ACS, ACA, M.Com, LL.B

presently working as General Manger (Market

Operations), Delhi Stock Exchange Limited. Mr.

Sharma has been elected to the NIRC for the term 2007-

10. He was Vice-Chairman of NIRC for the year 2009

and Treasurer for the year 2008. He was Chairman of

Accounts and Finance Committee of NIRC in 2007 &

2008.

Earlier, he worked as General Manger (Legal &

Secretarial), Podar Pigments Limited, Jaipur; Executive

Director, Jaipur Stock Exchange Ltd.; Chief Executive

Officer of JSEL Securities Limited (subsidiary of Jaipur

Stock Exchange); Company Secretary-cum-Manager

Accounts of Jaipur Stock Exchange Limited. He served

the Jaipur Chapter of NIRC-ICSI as Chairman (2003);

Vice-Chairman (2002) and Secretary (2001). He has

also served Corporate Sector as Practising Company

Secretary and consultant in Financial & Secretarial

Matters. He is also visiting faculty in various institutions.

He was Awarded Junior Research Fellowship by

University Grant Commission.

SECRETARY

Mr. Ranjeet Kumar Pandey, FCS, LL.B, B.Sc.,

presently Practicing as a Company Secretary.

Mr. Pandey has been elected to the NIRC for the

term 2007-2010. He was Treasurer of NIRC for the

year 2009. He was Chairman, Oral Tuition and

Library Committee for the year 2007 and Chairman,

Oral Tuition Committee for the year 2008. He was

Chairman of Placement Committee; Accounts and

Finance Committee and Practising Company

Secretaries Committee for the year 2009.

Office Bearers of NIRC-ICSI 2010

VICE-CHAIRMAN

Mr. Atul V. Sood is a Fellow Member of ICSI anda law graduate. He has worked in the corporatesector in various capacities and was a FinanceController & Company Secretary in a listed company,till he turned a practising professional. He hasexpertise in securities laws, commercial & corporatelaws, commercial arbitration etc.. He is a practisinglawyer in Punjab & Haryana High Court, Chandigarh. He has represented reputed national andinternational clients before various High Courts,Company Law Board, Debts Recovery Tribunal etc..

He was Secretary of NIRC for the year 2009. Hehas served the Chandigarh Chapter as Secretary(2001, 2004), Vice-Chairman (2002, 2005) andChairman (2003, 2006). He was elected to the NIRCas a member for the term 2007-2010. He has beenEditor of NIRC Newsletter 2008.

TREASURER

Mr. Deepak Kukreja, FCS, ACIS ( London ),AAIMA, LL.B, associated with the Profession ofCompany Secretaries for more than 15 years andpresently Practicing as a Company Secretary.

Earlier, he worked as Vice President- Corporate Affairsin SSIPL Retail Limited, New Delhi. Mr. Kukrejacoopted to the Northern India Regional Council for theterm 2007-2010 since 21.8.2008. Earlier he waselected to the Northern India Regional Council for theterm 2004-2006 and was Treasurer, (2006); Chairman,Fund Raising Committee, NIRC-ICSI (2006); Member,Executive Committee, NIRC (2006); Chairman, SMTPCommittee NIRC (2004-2005); Member, PractisingCompany Secretaries Committee, NIRC (2005) andChairman, Study Circle Committee, NIRC (2008).

He has been Editor of NIRC Newsletter 2009 andChairman, SMTP Committee of NIRC 2009.


NIRC Monthly Ready Reckoner

COMPLIANCE CHECKLIST FOR THE MONTH OF JANUARY, 2010

Sr. Activities Sections/Rules/ Acts/Regulations, Compliance To whom toNo. Clauses, etc. etc. Due Date be submitted

(1) (2) (3) (4) (5) (6)

SEBI Regulations/Listing Agreement

1. Shareholding of persons holding more Regulation 8(3) SEBI (Substantial 30th January Stock Exchangesthan 15% shares of voting rights Acquisition of

Shares Takeovers)Regulations, 1997

2. Corporate Governance Compliance SEBI Circular No. Listing Agreement 15th January Stock ExchangesCertificate SMDRP/Policy/DIR-03/

01 dated 22.1.2001

3. Submission of three copies of quarterly Clause 31 Listing Agreement Promptly on Stock Exchangesresults signed by the Managing Director publishingand newspaper cuttings of quarterly quaterly resultsresults in newspapers

4. Submission of Shareholding Pattern Clause 35 Listing Agreement 21st January Stock Exchangesas at the end of the previous quarter(October-December, 2009 quarter)

5. Issue of press release about Board Clause 41 Listing Agreement Immediately One nationalMeeting to consider quarterly results on informing newspaper and one

the Stock regional newspaperExchanges

6. Announcement of Quarterly Results Clause 41 Listing Agreement Within 15 Stock Exchangesalongwith limited Audit Review of the minutes ofsame by the Auditors closure of

Board Meetingin which theresults areplaced

7. Publish Quarterly Results Clause 41 Listing Agreement Within 48 hours One Englishof the conclu- newspaper andsion of the one regionalBoard Meeting newspaper

8. Intimation of date of Board Meeting Clause 41 Listing Agreement 7 days in Stock Exchangesto consider quarterly results advance

9. Submission of Shareholding Pattern, Clause 51 Listing Agreement Within such SEBI EDIFAR websiteCorporate Governance Report and time as speci-Quarterly Results fied by SEBI

Labour Laws

10. Monthly payment of Provident Paragraph 38 Employees 15th January Provident FundFund dues (December, 2009) of Employees Provident Funds and Authorities

Provident Funds Misc. Provisions Act,Scheme, 1952

1952


(1) (2) (3) (4) (5) (6)

11. Monthly return of Provident Fund Paragraph 36 The Employees' 25th January Provident Fundfor the previous month with respect Provident Funds Authoritiesto International Workers Scheme, 1952

12. Monthly return of Provident Fund Paragraph 28 of Employees Provident 25th January Provident Fundfor the previous month Employees Provident Funds and Misc. Commissioner

Funds Scheme, 1952 Provisions Act, 1952

13. Payment of ESI contribution for the Regulation 31 Employees State 21st January ESIC Authoritiesprevious month (December, 2009) Insurance Act, 1948

Employees StateInsurance (Gen)Regulations, 1950

Income Tax

14. Quarterly TDS return in Form No.27 Section 195 read Income-tax Act, 1961 15th January Income-tax Authorities(October-December, 2009 quarter) with Rule 37A Income-tax Rules, 1962

Excise & Service Tax

15. Submission of CENVAT Credit Return Rule 9 CENVAT Credit Rules, 10th January Excise Authorities(December, 2009) 2004

Note : Members are requested to check the latest position with the original sources. NIRC of ICSI is, any way not responsible for theresult of any action taken on the basis of the above compliances published in the Newsletter.

NIRC Monthly Ready Reckoner

LIGHTER SIDE OF THE PROFESSION"Sir, why you have stopped subscribing to the Morning Newspaper?""Because I have kept a pet dog.""So nowadays you keep yourself busy with your Pet Dog""No,my pet dog moves around in the area and fetches me several newspapers."

*****"There used to be a lot of noise from your house. How come there is asudden change since the begining of New Year. Have you adopted some special Resolutions in the NewYear?""No,I got my wife learn operation of Computer.""How it has helped?""Because of that our mode of abusing each other has changed from Physical to On-line."

-- PARAMJEET SINGH, FCS

NIRC solicits your kind patronage in the form of advertisement for its Monthly Newsletter asper the tariff given below :

Per Issue 6 Issues 12 Issues(Rs.) (Rs.) (Rs.)

Back cover (Colour) 15,000 80,000 1,50,000Inside Cover (Colour) 11,000 60,000 1,10,000Inside page (Black & White) 6,000 33,000 60,000Inside Half page (Black & White) 4,000 22,000 40,000Inside Quarter page (Black & White) 2,500 13,000 25,000

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Legal Updates

[2009] 152 Comp Cas 547 (Patna)

[IN THE PATNA HIGH COURT]

DHARAMSHIL COLD STORAGE P. LTD.

V.

UNION OF INDIA

Ramesh Kumar Datta J.

October 16, 2009

ISSUE(S) INVOLVED:

The action of Registrar of Companies for striking theName of the Company before the expiry of three monthsperiod as stipulated under Section 560 (3) of the Act forfailure to file Returns for three years is liable to be setaside where the pending documents have been filed duringthe notice period.

DECISION: HELD: 'YES'

In the instant case the Petitioner-Company sufferingfrom heavy losses, temporarily suspended its businessactivities. Thereafter the Directors of the Company tooksteps to liquidate the dues of the Secured Creditors witha view to restart its activities. Upon arriving at acompromise the Secured Creditors were paid off and"no dues" certificates were obtained. The Company filedall its pending returns from the year 1988 by e-filing andchallans were deposited between February 22, 2007 toFebruary 28, 2007. In the meantime the Registrar ofCompanies issued a letter dated November 27, 2006 underSection 560(1) of the Companies Act, 1956 followed bynotice dated January 5, 2007 under Section 560(2) of theAct and another Notice dated July 6, 2007 under Section560 (3) of the Act stating that as it had not filed itsstatutory returns for more than three years, it wasdeemed to be a defunct Company under Section 560 (5)of the Act. Thereafter vide Order dated 31st July, 2007,the Registrar struck off the name of the Company beforethe expiry of three months which was published in theOfficial Gazette on 18th August, 2007 within a period ofone month and twelve days of the Notice dated 6th July,2007. The Company moved an application before theHon'ble Court for restoration of name under Section560(6) of the Act.

It was contended that the Company had filed up to datereturns through e-filing in the month of February 2007itself and , therefore, the reasons set forth in the Noticedated July 6, 2007 were non-existent. The fact that thestatutory returns had been filed prior to issue of Noticewas not taken into account by the Registrar of Companies.The notice was issued contrary to the records available

with the Registrar. It did not comply with the mandatoryprovisions of Section 560 (3) of the Companies Act, 1956.There was no averment by the Registrar of Companiesthat a notice under Section 560(3) of the Act waspublished in the Official Gazette. The notice did notmention that three months were granted to the Companyto Show Cause and the Registrar of Companies did notwait for the statutory period of three months beforepassing the Order to strike off the name of the Companyon July 31, 2007.

It was noted that in the notice dated July 6, 2007purporting to be a notice under Section 560 (3) of theCompanies Act, 1956, the ground for issuing the samewas that the Company had not filed its statutory returnsfor more than last three years. However, on the ownadmission of the Registrar of Companies, the Companyhad filed up to date returns through e-filing in the monthof February 2007.

Apart from the same, the fact that up to date statutoryreturns had already been filed in the month of February2007 itself, has not been taken note of by the Registrarof Companies and he has issued the notice under sub-section (3) of section 560 of the Act which is contrary tothe records available with him at the relevant time.

In the above circumstances, the Court held that theimpugned Order dated July 31, 2007 contained in theGazette of India dated August 18, 2007 was non est,illegal and void ab initio and accordingly quashed thesame. The name of the Company was directed to berestored in the Register of Companies as though it hadnever been struck off from the same.

[2009] 152 Comp Cas 375 (Bom)

[IN THE BOMBAY HIGH COURT]

NIULAB EQUIPMENT CO. P. LTD., In re

____________

ASHCO INDUSTRIES LTD., In re

S.J. Vazifdar J.

March 24, 2009

ISSUE(S) INVOLVED:

The mere fact of violation of provisions of Section 235to 251 , 297 and 295 of the Companies Act, 1956 doesnot invalidate or sanction of the Scheme of Amalgamation,it is only those violations which adversely reflect upon oraffect the Scheme would persuade the Court not tosanction the Scheme. Disclosure of all material factsalone is necessary for enabling the Court to exercisediscretion depending upon facts of each case.


Legal Update

DECISION: HELD: 'YES'

In the instant case, the Petitioner sought the sanction ofa Scheme of Amalgamation by which the entireundertaking of the Transferor Company was to betransferred to and vested in the Transferee Company asa going concern. The Regional Director in his Affidavitbefore the Court stated that subject to what was statedin paragraphs (viii) and (ix) , the scheme appears to bein order. It was contended by the Regional Director thatthe Transferee Company had admitted that the Companyand its directors had violated the provisions of Section297 of the Companies Act, 1956 during the last threeyears and also admitted that Section 295 of the Act hadbeen violated in respect of the issue of a corporateguarantee of Rs. 765 lakhs by the Transferee Companyon behalf of the Transferor Company. In view of theviolation of Section 295 of the Act, the directors had byvirtue of the provisions of Section 283 (1) (h) of the Actvacated office therefore, resolution of the Board ofDirectors of the Transferee Company proposing theScheme was void having been passed at a Meetingwithout the requisite quorum and all subsequent stepsleading to this Petition were void.

The Court referred the relevant provisions of theCompanies Act, 1956 and it was observed that the merefact of violation of the provisions of Sections 235 to251, 297 and 295 by itself does not invalidate or warrantthe Court refusing to sanction a Scheme of Arrangementunder Sections 391 to 394 including a Scheme ofAmalgamation. It is not every violation of these Sectionsthat disentitles a Scheme being proposed for sanction. Itis only those violations which adversely reflect upon oraffect the Scheme would be considered. Section 391(2)only requires the disclosure of all material facts to theCourt and If it were otherwise Section 391 and inparticular sub-section (2) thereof, would have beenworded differently. The purpose of Section 391(2) is thatall the material facts relating to the Company includingthe pendency of any investigation proceedings in relationto the Company under Sections 235 to 251 and the like,ought to be disclosed to the Court in order to enable theCourt to decide whether or not the scheme ought to besanctioned in view of such facts. The manner of exerciseof discretion would then depend upon the facts of eachcase. This is fortified by the fact that it is not necessarythat a scheme under Sections 391 and 394 is proposedonly by the Company or its Directors or Promoters. Itmay be proposed by others also, such as, the Membersor Creditors of the Company. Indeed a scheme couldalso be proposed by the Official Liquidator of a Company.If for instance there is a violation of the provisions of

Sections 235 to 251 or any one or more of them by aDirector, the same would not bar the Company or anyMember or Creditor of the Company from proposing ascheme under Sections 391 and 394.

Sanctioning the Scheme, the Hon'ble Court held that:-

(1) that the fact of the guarantee issued by theTransferee Company in respect of the loansadvanced by the bank to the Transferor Companyand the details of the Board of directors of both theCompanies constitute material facts qua both theCompanies. There was an adequate disclosure ofthese facts to the concerned persons.

(2) That the fact that guarantee was given by theTransferee Company in respect of the facilitiesgranted by the Bank to the Transferor Company byitself would not warrant a refusal to the Schemebeing sanctioned. There was nothing to indicate thatthe sanction of the Scheme would adversely reflectupon the Scheme or adversely affect the Membersor the Creditors or the Companies. No investigationproceedings were pending in relation to thePetitioners under Sections 235 to 251,295 and 297of the Act and the question of disclosing did not arise.Sufficient materials were there before the Membersand the creditors regarding the guarantee issued bythe Transferee Company and the details of theDirectors of the Companies to have enabled themto take an informed decision as to whether thescheme ought or ought not to have been sanctioned.Both the petitioners had expressly stated that theywere under one management. The disclosureenabled the members and the creditors to take aninformed decision. There was no opposition to thescheme by any one. Even the Regional Director didnot oppose the scheme as such.

(3) That there was a contravention under Section295(1)(c) of the Act. However, Section 283 (1)(h)of the Act did not include within its scope such acontravention of Section 295 of the Act. Twodirectors were common to both the Companies. Theexpression "any such director" in Section 295 (1)(c)of the Act refers to a director of the lendingCompany. Neither the two directors nor theTransferor Company had accepted any guaranteefor a loan from the lending Company and therefore,the directors did not vacate the office as directorsof either the Transferor Company or the TransfereeCompany.

Compiled By:-

Divya Saxena , F.C.S, Kanpur.

JanuaryJanuaryJanuaryJanuaryJanuary, 2010, 2010, 2010, 2010, 2010 1 01 01 01 01 0 NIRC-ICSI NewsletterNIRC-ICSI NewsletterNIRC-ICSI NewsletterNIRC-ICSI NewsletterNIRC-ICSI Newsletter

News from NIRC

PROGRAM ON LIMITED LIABILITYPARTNERSHIPS

On 19th December, 2009, ICSI-NIRC jointly withNational Foundation for Corporate Governance(NFCG) organized a program on Limited LiabilityPartnerships at Hotel The Lalit New Delhi.

Mr. Justice A P Shah , Hon'ble Chief Justice , DelhiHigh Court was the Chief Guest & Mr. Justice A. K.Sikri , Hon'ble Judge , Delhi High Court was the Guestof Honor.

Mr. Hitender Mehta, Immediate Past Chairman, ICSI-NIRC welcomed the dignitaries and introduced thetheme. He informed that the program on LLP was partof the India Corporate Week being observed by theMinistry of Corporate Affairs across the country.

Mr.. P K Mittal , Council Member, ICSI introducedChief Guest Mr. Justice A P Shah.

Mr.. Atul Mittal, Chairman, NIRC in his welcomeaddress thanked the Chief Guest & Guests of Honorfor sparing their valuable time and sharing theirperspective concerning LLP.

He also said that LLP will become handy to all the Indianlaw firms and mentioned that we should not be afraid offoreign law firms coming to India.

Mr. A S Chandhiok, Additional Solicitor General andPresident, Delhi High Court Bar Association, New Delhi, highlighted the importance of big firms which could beincorporated in India . In abroad , big firms have largenumber of partners therefore Government has enacteda law on Limited Liability Partnership. This has beendone so that Indian Law Firms could compete withForeign Firms.

Ms Maneesha Dhir, Secretary, INSOL introducedMr. Justice A. K. Sikri.

Mr. Justice A. K. Sikri, Hon'ble Judge, Delhi High Courtand President INSOL congratulated NIRC forconducting the seminar during the India CorporateWeek. He also thanked NIRC for associating INSOLas Knowledge Partner. Mr. Justice Sikri said thatintroduction of Limited Liability Partnership is not

limited to formation of big firms it will also benefit thesmall entrepreneurs. Mr. Justice Sikri also highlightedthe importance of Sole proprietorship, Partnership firmsand Joint Stock Companies. He gave a detaileddescription of the history of LLPs in different jurisdictionacross the world.

Further , he said that the small companies face a lot ofdifficulty as it is a cumbersome procedure to fulfill allthe formalities under Companies Act ,1956 thereforeLLP Act is a welcome step. He also said that theapproach of LLP is inclusive growth.

Mr. Justice A P Shah, Chief Guest thanked NIRC-ICSIfor inviting him to this seminar. He also appreciatedMinistry of Corporate Affairs for their initiative ofobserving the India Corporate Week.

Mr. Justice Shah described LLP as a new commercialvehicle which is the outcome of marriage of PartnershipLaw and Company Law for overcoming the deficienciesof both the Laws. He also clarified that its not that LLPcan only be formed by the Professionals but it can alsobe formed by entrepreneurs.

Further, Mr. Justice Shah highlighted the importance ofthe recommendations of Naresh Chandra Committeeon LLP. He highlighted the characteristics of LimitedLiability, Separate Legal Entity and Corporatepersonality of LLP. He also told that unlike partnershipwhere partners liability is unlimited here the partnersliability is limited to the extent of money contributed byhim and liability is unlimited of that partner and to theextent of Fraudulent Activity carried on by him.Similarities in Partnership and LLP is that both aregoverned by agreement entered into by partners. Healso clarified that even Indians and foreigners can formLLP provided atleast one Partner is resident in India.

Mr. Justice Shah suggested that instead of having thefear against Foreign Lawyers we should create such anenvironment that Foreign Lawyers are not required hereinstead of prohibiting them by Statute.

FIRST TECHNICAL SESSION

The first Technical Session of Seminar was Chaired byMr. Justice Sanjay Kishan Kaul ,Hon'ble Judge , Delhi


High Court. Mr. Justice Kaul gave an overview of LimitedLiability Partnership Act to the participants.

Dr Navrang Saini, Regional Director (NR), Ministry ofCorporate Affairs gave Power point Presentation to theparticipants. Dr Saini stated that first LLP wasincorporated in April,2009.Dr Saini stated that all LLPForms shall be filed electronically except Form 11.Hefurther stated the future plans of MCA . He stated thatForms shall be available in pdf Format as in MCA 21.The payment of fees of LLP is only through credit cardunlike traditional payment method where fees wasdeposited through challans .Also, the public documentscan be viewed by the partners and they can also obtainthe certified copies of the documents. Dr Saini gavedemonstration of the walk through of the systemregarding existing features of LLP and the website ofLLP.

He said that LLP is a Corporate Business Vehicle thatenables professional expertise and entrepreneurialinitiative to combine and operate in Flexible, Innovativeand Efficient manner providing benefits of LimitedLiability while allowing its member the Flexibility fororganizing their internal structure as a partnership.

He also described the process to start LLP that first ofall DPIN and DSC has to be acquired. Then registerthese both with LLP, Check name availability from thesite. If the name is unique get the name registered bydownloading the forms and filing it electronically. Afterthat Track the status of LLP from the site.

Dr. Saini stated that LLP Incorporation Certificate shallbe sent through Physical Delivery but in future it shall besent through E-mail also. After obtaining the certificateLLP is ready to function. He also announced the futureplans so to make this site more easily accessible by theusers.

Mr. Santosh Kumar, Registrar , LLP, Ministry ofCorporate Affairs stated the background of LLP thathow the LLP Act came into operation in India. He statedthat LLP cannot be incorporated for the CharitablePurpose.

Mr. Kumar further highlighted the importance of theprovision of LLP Act including minimum contributionby partners, striking of name of LLP etc.

Mr. Kumar said that stamp duty payable on partnershipagreement shall be as per respective State Stamp Laws.He also stated that there is a system of reservation ofname for LLP for a period of 3 years.

The first Technical Session was followed by the QuestionAnswer Session.

Earlier Mr. Ranjeet Pandey introduced the dignitariesand Mr.. Deepak Kukreja proposed vote of thanks atthe end of the session.

SPECIAL SESSION

Mr. R Bandhopadhyay, Secretary to Government ofIndia, Ministry of Corporate Affairs delivering his specialaddress elaborated the role of Ministry of CorporateAffair. He said that Ministry is observing India CorporateWeek in association with Chambers and ProfessionalInstitutes to highlight the Corporate Sector and InclusiveGrowth. He said that the Ministry is a friend first andthen a regulator to the Corporate Sector. He advisedthe Company Secretaries to convince the Managementof their respective organization as to how the CorporateGovernance and Corporate Social Responsibility wouldwork for the betterment of the organization.

Mr. Bandhopadhyay also spoke on LLP Act and thelucrative options available for the formation of LLP.

Ms Renuka Kumar, Jt Secretary , Ministry of CorporateAffairs also graced the program with her presence.

Mr. Hitender Mehta who earlier introduced thedignitaries, proposed vote of thanks at the end of thesession.

SECOND TECHNICAL SESSION

The Second Technical Session was chaired by Mr.Justice Rajiv Shakdher, Hon'ble Judge,, Delhi HighCourt .

Guest Speaker Mr. Alok Dhir, Advocate guided all theparticipants with the aid of Power Point Presentationon How LLP can be taken as a Business Option. He

News from NIRC


News from NIRC

highlighted the importance of LLP in the scenario ofless compliances. He also pointed out the drawbacksof Partnership under Indian Partnership Act and JointStock Companies under Companies Act. He suggestedthat in order to overcome the drawbacks of bothPartnership and Companies like complicated, expensiveand time consuming procedures and formalities thereis a need of something Hybrid having the features ofCorporate and Partnership form of business. He toldthat there is no restriction in LLP regarding the upperlimit on number of Partners but atleast two designatedpartners must be individuals and one must be Indian.

He also told that wrongful act of any partner cannotbind other innocent Partners. Also if one partner wouldretire LLP would not dissolve unlike Partnership wherethe partnership goes into dissolution. Winding Up ofLLP is voluntary. He told that main target is to makeLLP Tax Efficient. Minimum Alternate Tax andCorporate Dividend Tax are also not applicable on LLP.He also highlighted that Conversion of PartnershipFirms, Private Companies and Unlisted PublicCompanies into LLP is legally permitted from May'2009. At last he also threw light on Merits and Taxationaspect of LLP.

Guest Speaker Mr. Pramod Jain , Chartered Accountantcovered the Taxation Aspects of LLP .He stated thatAssessment of LLP is similar to that of PartnershipFirm in India. He also told that the residential status ofLLP need to be checked to determine the Taxability inIndia. He highlighted that Sections of PresumptiveTaxation are not applicable on LLP. Also MinimumAlternate Tax and Dividend Distribution Tax are notapplicable on LLP.Remuneration of Partners is also notdisallowed U/s 37(1), 40(a)(i) and 40A(2) and also itis only paid to Working Partners who is an individual.The Accounting Standards issued by The Institute ofChartered Accountants of India are applicable. He saidthat there is no clarification regarding Wealth Tax.. Healso brought to notice the differences betweenPartnership and LLP and Company and LLP.

Guest Speaker Mr. Pavan Kumar Vijay , Past President- ICSI addressed the session on the topic Formation

of LLP by Professionals. He explained the use of LLPby professionals. He described the pre-liberalization andpost- liberalization scenario. He said that earlier duringpre-liberalisation there were many restrictions due towhich openness was not there and there were negativeimpacts on economy but post- liberalization servicesector gained importance, industrialization andglobalisation started due to which economy starteddeveloping. He said , " The most essential feature ofman is his Improvableness."

He said that contribution of Service Sector to GDP is65% and Professional Services to Service Sector is18%. He laid emphasis on the vision Past PresidentAbdul Kalam has for India in 2020 that Services wouldbe people's wealth.

He also said that Poor Firms ignore their competitors ,Average Firms copy their competitors and Winning Firmslead their competitors. He said that Simply giving clientswhat they want is not enough any more. To gain anedge we must help them learn what they want.

He said that we retain loyalty of customers by providingcustomized services under one roof. This kind ofarrangement would enable the client to get qualityservices and that to at one place. He said that for theprogress of Professionals as well as to facilitate clientsthis kind of arrangement is perfect.

Mr. Pavan Vijay said that the great secret of success inlife is a man to be ready when his opportunity comes.Encouraging the CS Professionals, he enumerated theareas where CS can render consultancy services. Helaid emphasis that CS should take the benefit ofglobalization. According to him LLP has Plethora ofbenefits for the Professionals. He said that time hasarrived to move towards Multi-disciplinary Mega Firms.He said that the main obstacles before the Mega Firmsare Professional Code of Conduct and Problems inexisting structure. He said that LLP can take the benefitof many Tax Benefits available for LLP like Profits inthe hands of Partners is Tax free and as Remunerationto Partners is treated as Income of Business andProfession, personal expenses can be deducted U/s 28of Income Tax Act.


He added that LLP is Internationally recognized byprofessional firms. He then concluded by saying that Itis good to be individually brilliant and to have strongcore competencies but unless you are able to work in ateam and harness each other's core competencies you'llalways perform below par because there will alwaysbe situations at which you'll do poorly and some oneelse does well. Teamwork is mainly about situationalleadership , letting the person with relevant corecompetency for a situation take leadership. Sometimesit is appropriate to change strategy and try somethingdifferent and sometimes it is appropriate to do both.

The session was followed with the question answers .Mr. Justice Rajiv Shakdher , Mr. Pramod Jain, Mr.Pavan Vijay Kumar Vijay and Mr. Alok Dhir answeredthe queries raised by the participants.

Ms Ashu Gupta proposed the vote of thanks at the endof the session.

STUDY CIRCLE MEETING

Date: 18th December, 2009

Topic: Effects of Dubai World Crises on Indian & GlobalEconomies

Speaker: Mr. G.P.Madaan, Director, RIGMA CapitalServices Pvt. Ltd and Past Chairman NIRC.

Venue: YMCA Conference Hall, New Delhi.

Mr. G.P.Madaan welcomed the participants. He saidthat the recent crisis in Dubai started with some sort ofliquidity crisis with Dubai's two conglomerates DubaiWorld and Nakheel. He further said that the total debtexposure to these Groups was to the tune of $59 billion.These two Groups requested to their lenders for somemoratorium. A lot of hue and cry has already beenreported by the media about the crisis. As soon thecrisis was reported Indian stock market fell by 1000points within two days. The Gold and other CommodityMarkets also crumbled. But, all the financial andcommodity markets recovered soon.

Abu Dhabi offered Dubai World a loan of $10 billionunder certain terms and conditions. Talking about the

News from NIRC

casualty he further informed that Dubai Real Estate sectorwas worst affected with this crisis. As a result Indianreal estate companies having exposure to Dubai alsogot affected. Prices in Dubai for real estate have gonedown by almost 40-50 % during last six months. InIndia the prices of real estate also reacted as soon asthe crisis was reported. Another sector which hasaffected is labour .As most of the labours working inDubai are from Asia mainly from Pakistan and India.They are coming back due to lack of employmentopportunities there. Indian banking sector has notaffected very much barring those Banks who haveexposure in Dubai. Indian Information TechnologyCompanies are not affected at all.

Various other issues like food inflation and otherproblems currently facing Indian Economy were alsodiscussed at the meeting.

VALEDICTORY FUNCTION OF 134TH SMTP

On 19th December, 2009 Valedictory Function of134th Secretarial Modular Training Program wasorganized at Hotel The Lalit, New Delhi.

Mr. Atul Mittal, Chairman, NIRC, Mr.B.K.Sharma,Vice-Chairman NIRC, Mr. HitenderMehta, Mr. Deepak Kukreja, Mr. T.R.Mehta EO(N)and Mr. Animesh, DO(N) were also present on theoccasion.

Mr. Deepak Kukreja, Chairman, SMTP committee ofNIRC-ICSI addressing the participants advised themto remain committed to the profession of CompanySecretary. He requested participants to take activeinterest in the affairs of the institute. He said cooperationamong the members is required for overall developmentof the profession. He advised them to always strive forexcellence and devote more time in strategic thinking.While elaborating the importance of SMTP as anetworking platform he also wished best of luck to theparticipants.

Mr. Atul Mittal while addressing the participantscongratulated them on passing the final stage of exams.He said that collective action among future company


secretaries are very much required. He also explainedthe importance of the profession of company secretaries.He advised them to be disciplined and wished them agreat career.

Mr. Hitender Mehta also gave his best wishes to theparticipants and welcomed them to the noble professionof company secretaries. He advised them to look foropportunities in other areas also as the scope of companysecretary profession is very wide.

Mr. B K Sharma advised the participants on matterrelated to AGM, Board meetings etc. He advised themto focus on the updation of knowledge and creating agood group.

In the end the certificates were distributed to theparticipants.

INAUGURATION OF 135TH SMTP

On 22nd December, 2009, NIRC of ICSI organizedInaugural Function of 135th Secretarial ModularTraining Program at the ICSI-NIRC Building.

Mr. Amit Kumar Aggarwal, Director, Chief FinancialOfficer and Company Secretary of Esaote Asia PacificDiagnostic was the Chief Guest on the occasion.

The program was inaugurated by the Chief Guest bylighting the lamp.

Mr. Deepak Kukreja, Regional Council Member,NIRC-ICSI and Mr. Animesh, DO (N) was alsopresent on the occasion.

Mr. Deepak Kukreja, Regional Council Member &Chairman, SMTP Committee of NIRC congratulatedthe participants about passing the professional stage ofexamination and said that practical inputs and soft skillsis very much required to supplement the academicswhich is one of the main purpose of SMTP. Heintroduced the Chief Guest to the participants andadvised them to work beyond the core areas ofCompany Secretary because as an integrated managerthey have to deal with all issues of management. Healso advised participants to remain updated so that they

News from NIRC

ATTENTIONMEMBERS / STUDENTS

The detai ls of NIRC of ICSI MembersPrograms like Seminar, Conferences, etc. andsoft copies of NIRC-ICSI Newsletters &Students’ programs viz TOP, ADP SMTP,Students Activities, and ICSI programs vizMoot Cour t Compet i t ions , Elocut ionCompetition, Essay writing, Company LawQuiz and Student Conferences are regularlyupdated in the website of our Institute.

To get updated information, Members &Students are requested to visit our following

website regularly.

www.icsi.edu/niro

can give expert advise to management. In the end herequested participants to take active part in SMTP.

Mr. Amit Kumar Aggarwal, while addressing theparticipants said the ICSI provides a platform to rise toprofessional heights. He said now the study part is overand practical aspects have started. According to himone should not run for degrees but knowledge. Headvised participants to focus on performance which ismost important to achieve professional excellence. Withthese words he wished good luck to them.

ACADEMIC DEVELOPMENT PROGRAM

On 21st December, 2009, NIRC of ICSI organized its43rd Academic Development Program at the ICSI-NIRC Building.

Mr. Parvesh Kumar Kheterpal, Head Legal & CompanySecretary Future Axion Telecom Ltd. spoke on FEMAand Mr. Mukesh Kumar Sukhija, Advocate spoke onCorporate Restructuring.

In the Valedictory Session, Mr. Deepak Kukreja,Regional Council Member, NIRC distributed thecertificate to the participants.


NEWS FROM STUDY GROUPS

News From Study Groups

EAST DELHI


Topic: 'Implication of stamp duty on Mergers /Amalgamations'

Speaker: Mr. Sumit Garg, Advocate and Member of ICSI.

Ms. Meenu Juneja, Convenor welcomed the members andintroduced the speaker.

While initiating the discussion, Mr. Sumit Garg mentionedthat stamp duty issues, upon vesting of property from theTransferor/Demerged Company to the Transferee/Resulting Company pursuant to scheme of Amalgamation/Demerger approved by High Court under Sections 391-394 of the Companies Act, 1956, is definitely a grey areaeven though it has been extensively examined by variousHigh Courts and the Supreme Court.. In some cases stampduty is levied by the Registrar of Companies at the time ofregistering Form 21 and in some cases by Sub-Registrarat the time of mutation of immovable property beingdevolved upon Transferee/Resulting Company pursuantto order under Section 394 of the Companies Act, 1956.

Mr. Garg informed the members that the stamp duty lawsare the jurisdiction of the States. There are 8 States namely,Maharashtra, Gujarat, Karnataka, Rajasthan, Chattisgarh,Madhya Pradesh, West Bengal and Andhra Pradesh, whichhave included orders passed under Sections 391-394 ofthe Companies Act, 1956 within the definition ofconveyance and further prescribed rate and the mechanismto levy stamp duty for such orders under the headconveyance.

During the session, Mr. Garg discussed various decidedcase laws relating to the subject matter namely, HindustanLever vs. State of Maharashtra decided by Supreme Court;Madhu Intra Limited vs. Registrar of Companies decidedby Division Bench of Calcutta High Court and other criticalcases. The position with these cases is that order ofAmalgamation is subject to stamp duty in the States whichhave included such order as conveyance and furtherspecified the basis of chargeability. In the absence ofexpress provisions the order of Amalgamation is not subjectto stamp duty in other States and the filing of order withthe Registrar of Companies completes all formalities andmakes the order effective and binding on all concerned .

In case of Delhi, however, the position as stated abovewas valid up to the passing of the Order dated 4thDecember, 2009 by the Delhi High Court in Re: DelhiTowers Limited vs. G.N.C.T. of Delhi. In this case theCourt has held that the Hindustan Lever Case, which upheldthe constitutional validity of the law passed by the State ofMaharashtra whereby order of Amalgamation was subjectto stamp duty, would also have applicability and stampduty would be attracted even where the States have notchosen specifically to levy the same on the orders of theAmalgamation. Though Delhi Towers Limited (DTL), agroup company of Ansal Properties, in which fifteen 100%subsidiary companies of DTL were merged, got protectionunder 1937 Notification which was held by the Court tobe binding even today. The notification provides exemptionfrom payment of stamp duty where immovable propertyis transferred between Companies where one holds 90%or more of the paid -up share capital of the other.

Although this judgement will not attract the payment ofstamp duty for DTL, it is a fit case for the finalinterpretation by the Supreme Court since the view takenby the Delhi High Court would impact the reconstructionof companies in States where specific laws have not beenpassed for levying stamp duties on corporate restructuringunder Orders of the High Court particularly when thecompanies would have no clue as to how the considerationfor levy of stamp duty has to be determined.

Session was very informative and members raised variousqueries which were suitably answered by Mr. Garg.

At the end, the Convenor Ms. Meenu Juneja, thankedMr. Sumit Garg on behalf of the study circle group foran immensely interactive and informative session.

NORTH DELHI


Topic: Company Acquisitions

Speaker: Mr. Sunil K. Jain, Practising Company Secretary

Mr. B.S. Bhargava, convenor welcomed the members andintroduced the theme of the subject.

Mr. Sunil K. Jain in the opening remarks explained thedifference between Merger and Acquisition. He explainedvarious reasons for Company Acquisitions such asintroduction of new products, Vertical or Horizontalintegration, diversification, balance sheet advantages, tax



benefits, market protection etc. He briefly explained theprocess of price determination. He explained the role ofvarious professionals like advocates, CharteredAccountants, Technical Consultants, Merchant Bankersand Company Secretaries in the process of acquisition.He emphasized that in the process of company acquisitionvarious professionals are to work as a team.

Mr. Jain explained the process of negotiation anddocumentation of Company Acquisition:

a) Letter of intent;

b) Initial Due diligence;

c) Confidentiality Agreement;

d) Negotiations;

e) Detailed Due diligence;

f) Share Purchase Agreement;

g) Representations and warranties;

h) Agreements with Key Managerial Personnel;

i) Public Announcement (in case of acquisition of aListed Company);

j) Other Agreements & arrangements.

He briefly explained the process of Due diligence. He shareda few real life cases to highlight findings of the due diligenceprocess. He briefly discussed the Golden Rules ofAcquisition. He also explained the FEMA aspects, taxationaspects and stamp duty implications.

He suggested that while dealing with the case of companyacquisition, various alternatives such as internal growth,Joint Venture, Licensing and management Agreementsshould also be considered.

Mr. Jain explained the various components of SharePurchase Agreement:

a) Introductory material,

b) Price & mechanics of the transfer,

c) Representations & warranties of the buyers andSellers,

d) Covenants of the buyers and Sellers,

e) Conditions of closing,

f) Indemnification,

g) Termination procedure & remedies,

h) Legal Miscellany,

He explained the importance of representations &warranties and covenants in the Share PurchaseAgreement.

At the end, Mr. Jain explained professional opportunitiesavailable for practising Company Secretaries in the fieldof company acquisitions.

Various queries raised by the members were satisfactorilyreplied by him. At the end of the session Mr.B.S. Bhargavaproposed a hearty vote of thanks to Mr. Sunil K. Jain forsharing his practical experience with the participants.

WEST DELHI

Date: 12st December, 2009

Topic: ’Importance of Financial Planning in our life’

Ms. Savita was the convener of the Meeting.

Mr. Rochak Puri, Company Secretary and Financial Plannerwas the speaker on the above mentioned subject. Ms.Savita welcomed the members and introduced the speaker.

Thereafter, Mr. Rochak initiated the session with a questionthat what is Financial Planning and why a person shoulddo it? He explained that Financial Planning is a planningfor some objective which is to be achieved which may bedifferent from Corporate to Individuals and from Individualsto Individuals. He, further said that being a CompanySecretary, we have a social responsibility towards thecorporate and our own family members. Hence, we shouldplan in such way that is beneficial for them.

He said that risk persists in everybody's life. Anything canhappen to a person whether he is going out or inside hishome. He cannot avoid these risks, for example, an accidentof a pedestrian with a speeding Car. Hence, he should beready for such risks all the time and try to manage themthrough Financial Planning. (Risk Management)

He, further said that a person should organize himself toachieve what he wants. The next question was why aperson needs to organize? He explained it with an examplethat suppose there are 100 persons and they begin theircareer at the age of 25 years. When they reach at the ageof 65, 36 persons died, 54 persons are dependent on others,5 persons are still working, 4 persons are independentand only one person is wealthy. Then, he asked a questionthat Why the others are not wealthy? The simple reasonwas that they had never planned for their future becausethey were not organized and have not thought to do anyfinancial planning for their future, hence 54 persons arestill dependent on others and 5 persons are still working.



As members are aware that the Company SecretariesBenevolent Fund was established in 1976 exclusively tohelp the members of the Institute and their families indistress on account of death, partial or full disablementor other distressed circumstances.

The following financial assistance is provided to themembers of the Fund:-

Medical - Upto Rs. 20,000 for medical expenses forself, spouse or dependants in deserving cases on receiptof request;

Insurance Cover – Group Life Insurance Policy, for asum of Rs. 1,00,000 for the members of the Fund upto60 years of age;

Financial Help – Up to Rs. 50,000 in deserving casesfrom the Fund on receipt of request subject to guidelinesapproved by the Managing Committee from time to time;

Financial Assistance for children education - @ Rs.5,000 per child subject to maximum of two children inthe cases of the members leaving behind minor children;

As members of the Profession, it is our moralresponsibility to provide succor to our less fortunatebrethren in distress. We should, therefore, enroll as manymembers as possible for this noble cause. You willappreciate that if larger number of members join theCSBF, the Institute will be able to provide financialassistance of even bigger amount.

The members who are not the members of theCompany Secretaries Benevolent Fund aretherefore requested to apply for the membershipimmediately.

The members who are already members of CSBFare requested to donate generously for the noblecause.

The members have to just fill up Form-A (available onthe web-site of the Institute, i.e. www.icsi.edu) and sendthe same along with a cheque for Rs. 2,500 favouring‘Company Secretaries Benevolent Fund’ payable at NewDelhi to NIRC Office.

Deduction under Section 80-G of the Income-tax Act,1961 is available in respect of one time membershipfee paid to the fund.

AN APPEALFOR BECOMING MEMBER OF COMPANY

SECRETARIES BENEVOLENT FUND

For this, he divided the people in two categories : Organizedand Unorganized. Organized People are those who set asidea certain sum of money as a saving and then the balancefunds are spent by them while on the other handUnorganized People are those who keep on spending andnothing is saved by them. If any balance is left, then theysave it otherwise not. In this way, they failed to do anyFinancial Planning in their life.

The next important question was why a person failed toplan ? He said that there might be many reasons for thislike he didn't know how to plan and the importance ofsaving, Lack of specific goals and objective in his/her life,Multitude of High Returns, Waiting for Right Time andMoney, No one persuaded them to plan and act immediately.Sometimes, when we wait so long, it becomes harder totake decisions.

Later on, he explained the procedure as to how toobtain financial success and the steps are :

1. Set Financial Goals

2. Prioritize them

3. Initiate a plan of action

4. Review and update the plan regularly

He suggested that we should plan immediately andaccomplish financial freedom comfortably.

He explained two way formula to achieve fianancial successwhich is :

1. Save and Create - First Save regularly, do notwithdraw the saved amount and the saved amountattracts tax, inflation etc.

2. Create and Save - Under this, Targetted amount iscreated first and then you can save in installments. Evenif you withdraw the saved amount, targeted amount isguaranteed and effect is negligible and the targetedamount is absolutely tax free.

He also explained the various financial planning tools.

At the end of the Meeting, Ms. Savita, thanked Mr. RochakPuri for such an informative presentation on behalf of themembers. Mr. Ajmani one of the members of the StudyGroup meeting gave vote of thanks to Mr. Rochak Puriby presenting him a Momento.

Mr. Rakesh Jain one of the members of the Study GroupMeetings also presented a Momento to Mr. Sheetal Kumar,speaker of 'Personality Development' presentation on12.09.2009.


Career Awareness Programs

CAREER AWARENESS PROGRAMS

NIRC organised Career Awareness programs as per details given below :

Date Name & Address of School/College Addressed and attended by No. of studentsattended

11.12.2009 Career Awareness Program at Mr. T.R.Mehta, EO(N), Dr.Saini(Principal) 100National College for Women Gr.Cp.R L Agarwal(Councelling Expert)Alwar CS M L Gupta,Secretary,Alwar chapter.

12.12.2009 Career Fair at Mr.Laxman Dev, DO(N) 1000Algol School of ManagementSector-34,Gurgaon

14.12.2009 Career Awareness Program at Mr.Animesh,DO(N) 100ASN Senior Secondary School CS Vishal AroraMayur Vihar-1,Samachar ApartmentsDelhi

14.12.2009 Career Awareness Program at Mr.Animesh,DO(N) 200

KDB School, Old Kavi NagarGhaziabad

15.12.2009 Career Fair at Mr.Animesh,DO(N) 300I P College for WomenShyam Nath Marg,New Delhi

23.12.2009 Career Awareness Program at Mr.Animesh,DO(N) 400New Era Public School, Mayapuri,New Delhi

(The programs were also attended by Teachers of the above Institutions.)

In the above Institutions, the students were apprised about the mode of registration in the course, syllabus, structureof the course and also the avenues available after completion of the Company Secretaryship Course both in employ-ment and in practice. Pamphlets of Career in Company Secretaryship Course were distributed to the students.

COMPANY SECRETARIES BENEVOLENT FUNDMembers enrolled from Northern Region as Life Members of The Company Secretaries Benevolent Fund during theperiod 21.11.2009 to 20.12.2009.

S.No. Name Membership No. S.No. Name Membership No.

1 Kumudani Sharma FCS - 6085

2 Pravin Kumar Chourasia ACS - 24367

3 Mohit Jindal ACS - 24099

4 Vipin Gera ACS - 24433

5 Mukesh Kumar ACS - 24425

6 Bindu Pillai FCS - 6076


Newly Admitted Members

NEWLY ADMITTED MEMBERS

NIRC welcomes newly admitted members from Northern Region from 20.11.2009 to 10.12.2009.

S.No. Name ACS No.

1. 1 Ms. Sunita Gaur 243762. 2 Rohit Arora 243833. Ms. Mansi Goyal 243844. Ms. Reetika Kwatra 243885. Ms. Shruti Gupta 243926. Ms. Sucheta Agrawal 243957. Ms. Gurdeep Saluja 243968. Ms. Aparna Sharma 243999. Ms. Konica Khurana 2440010. Sunny Bajaj 2440111. Ms. Neha Gupta 2440812. Ms. Neha Gera 2440913. Nakul Upadhyay 2441014. Ms. Shweta Devpura 2441515. Rahul Bhardwaj 2441616. Vivek Anand 2441917. Aditya Agrawal 2442018. Deepak Kumar Goyal 2442419. Mukesh Kumar 2442520. Kapil Manocha 2442721. Ms. Nancy 2443022. Vipin Gera 2443323. Ms. Pooja Malhotra 2443424. Sunil Kumar Sharma 2443525. Atiuttam Prasad Singh 2443726. Manish Bhojwani 2443827. Ms. Sonia 2444228. Ms. Shilpi Bhardwaj 2444429. Gaurav Dutta 2444530. Ms. Richa Gupta 2444631. Robin Garg 2444832. Harpreet Singh Gulati 2444933. Ms. Jaya Moorjani 2445034. Anand Arora 2445135. Jitendra Kumar Gupta 2445336. Ms Ritu Khuarana 2445637. Ms. Silky Bhandari 2446038. Ms. Poornima Kishore 2446239. Ankit Singh 2446340. Ms. Chetali Bangla 2446641. Narendra Kumar 2446842. Ms. Jyoti Somani 24469

S.No. Name ACS No.

43. Ms. Surbhi Sood 2447444. Ms. Vandana Mehrotra 2447545. Ms. Gunjan Mehrotra 2447646. Ms. Akansha Kapoor 2447747. Anurag Puri Goswami 2447848. Ms. Prachi Garg 2448149. Varun Kalra 2448250. Ms. Sonal Agarwal 2448351. Satya Prakash Sharma 2448452. Ms. Pallavi Paliwal 2448553. Sourabh Arora 2448854. Manoj Kumar Yadav 2449055. Ms. Neelu Grover 2449256. Himanshu Grover 2449557. Ms. Priyanka Sancheti 2449758. Jai Prakash 2449859. Upender Kumar Sharma 2450060. Nirmal Singh Bhati 2450161. Ms. Shruti Mehta 2450362. Ms. Sumbul Masood 2451263. Ms. Priyanka Kucheria 2451464. Ms. Navita Arora 2451665. S Shakeb Rahman 2451766. Vineet Kumar Gupta 2452167. Ms. Sapna Heerachand Jain 2452468. Ms. Rekha Sharma 2452669. Ms. Kamna Tiwari 2452870. Ms. Srishti Gupta 2453071. Ms. Sadhna Bahri 2453472. Ms. Mini Juneja 2453673. Ms. Rifat Ara 2454074. JItendra Goyal 2454175. Ms. Balwinder Khurana 2454476. Ms. Neha Julka 2454877. Ms. Ritu Sonkhiya 2454978. Ms. Juhi Merh 2455479. Manish Sharma 2455580. Ms. Pooja Khosla 2455681. Jagat Singh 2455782. Ms. Tejinder Kaur Brogu 2455883. Dhananjay Kumar 2455984. Pankaj 24561


News from Chapters

The Chapters of NIRC-ICSI held following programs during November & December, 2009:

S.No. Chapters Program Date Program, Topic & Speaker Present

1 Agra 05.12.2009 Investor Awareness Program Mr. R.C. Sharma,Chief Guest: Mr. Vinay Sharma, Ms. Anju Jain, Mr. Anuj Ashok Director, Radiance, Public Relations Pvt. Ltd. & other membersGuests of Honour & Speaker: and studentsMr. B.K. Sharma, GM, DelhiStock Exchange AssociationLtd. & Mr. Ravi Malhotra,Director, Onyx Group of Companies

2 Chandigarh 21.11.2009 Investor Awareness Program on Investment Mr. Vishal Arora,Scenario in Volatile Market - Do's Mr. Pardeep Verma& Don't's for Investors & other membersSpeaker: Dr. Anup Raj, Research Analyst,Mansukh Securities & Finance Ltd.

3 Faridabad 05.12.2009 Study Circle Meeting on Office bearers of theE-voting - An alternative to Postal Ballot Chapters and MembersSpeakers: Mr. Nityanand Sharma,Practising Company Secretary andMr. Jasdeep Singh, CDSL

12.12.2009 Investor Awareness Program Mr. Rakesh Kashyap,Speakers: Mr. Shambhu Nath Mishra, Ms. Juhi Kohli,Legal Officer of SMC Insurance Brokers Ms. Rajni Aggarwal,Pvt. Ltd. and Mr. Ajay Garg, Company Mr. Vineet Sikka andSecretaries in Practice members

4 Jaipur 20.12.2009 Semenar on Limited Liability Partnership Mr. Shyam Agarwal,Chief Guest/Speakers : Mr. Justice Manish Mr. Girish Goyal,Bhandari, Judge, Rajasthan High Court, Mr. Vimal Gupta, Ms.Mr. Sunil Goyal, Dr. Navrang Saini, Anju Sood and othersMr. Pavan Kumar Viyay, Mr. Hitender Mehta,Dr. Sanjiv Agarwal, Mr. Santosh Kumar,Mr. S.P. Kumar, Mr. Vijay Khoobchandani,Mr. R C Mishra and others.

5 Ludhiana 19.12.2009 Investor Awareness Program Mr. Baldev R. Arora,Chief Guest: Mr. Rakesh Bhanot, AGM, Mr. Sushil Kumar,SEBI, New Delhi Mr. J.B. SharmaSpeakers: Mr. P.P. Kansal, Chairman, and membersLudhiana Stock Exchange Ltd. andMr. P.S. Dua, Practising Company Secretary

6 Udaipur 20.11.2009 Study Circle Meeting on Indian Cultural Office bearers of theTraditions in Professional Life Chapters and MembersSpeaker: Mr. R.C. Garg, FCA

NEWS FROM CHAPTERS


Forthcoming Programs

DELHI STUDY GROUPSFORTHCOMING MEETINGS

Day, Date & Time Program Program VenueCredit Hours

Friday SOUTH Zone Study Group Meeting on ONE New Friends Club

15.01.2010, 6.00 PM (Topic to be informed through e-mail) Mathura Road, New Delhi

Saturday WEST Zone Study Group Meeting on ONE CMC Ltd. Community Centre

23.01.2010, 6.00 PM Company Acquisitions and C-58, 6th Floor, Behind Janak Cinema

Related Issues Janak Puri New Delhi

Saturday EAST Zone Study Group Meeting on ONE Mother Teresa Public School

30.01.2010, 6.00 PM Labour Laws—Opportunities for CS C-Block, Preet Vihar, Delhi

Sunday NORTH Zone Study Group Meeting on ONE NGPA College, 3rd Floor, Building No.

31.01.2010, 5.00 PM (Topic to be informed through e-mail) FD-4, Pitampura (Near Metro Station),

Delhi

STUDY CIRCLE MEETINGOF NIRC - ICSI

Day & Date : Friday, the 22nd January, 2010

Time : 6.00 PM

Topic : Discussion on Corporate Governance Voluntary Guidelines as notified byMCA

Venue : New Delhi YMCA Conference Room, Jaisingh Road, New Delhi

PROGRAM CREDIT HOUR : 1

NEW OFFICE TIMINGS OF NIRC-ICSI, NEW DELHIW.E.F. 1ST JANUARY, 2010

Office Timings10.00 AM to 06.30 PM (Lunch Break:01.30 PM to 02.00 PM)

Public Dealing Timings10.00 AM to 04.00 PM (Lunch Break:01.30 PM to 02.00 PM)]

Working DaysMonday to Friday (Closed on Saturday, Sunday and Gazetted Holidays)


One day Seminaron

“CHANGING CONTOURS OF CORPORATE LAWS

AND EMERGING PROFESSIONAL AVENUES”

Coverage :

Corporate Governance Voluntary Guidelines, 2009 (incl. Secretarial Audit)

Modern Company Law

Competition Law

Etc.

Date & Date :Saturday, the 16th January, 2010

Time :

10.00 AM onwards(Registration starts at 9.30 AM)

Venue :

Hotel Le-Meridien, Janpath, New Delhi - 110 001

Fees : Rs. 1,500 per delegate; FREE for Corporate Members of NIRC

PROGRAM CREDIT HOUR : 4 (FOUR)

Registration : In order to make necessary arrangements, Members are requested to enrol wellin advance with Executive Officer, NIRC-ICSI, 4 Prasad Nagar Institutional Area, New Delhi-

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Annual Subscription : Rs. 100/- Single Copy Rs. 10/- NIRC ......Northern India Regional Council of The Institute of Company Secretaries of India NIRC-ICSI Newsletter2 January, 2010