February, 2010 3 NIRC-ICSI Newsletter · 2010-05-31 · February, 2010 3 NIRC-ICSI Newsletter ... [email protected] ... SMTP & Placement Committee Ms. Ashu Gupta [email protected]

February, 2010 3 NIRC-ICSI Newsletter

Dear Professional Colleagues,

I am indeed honoured andprivileged to communicatewith you as Chairman, NIRCthrough this well appreciatedmedium of communication.Let me express my gratitudeto all my Council colleaguesand all of you for reposing

confidence and trust on me and elevating me as theChairman, NIRC to carry forward the agenda of mypredecessors.

I pray almighty to give me sufficient courage, confidenceand strength to perform my duties as Chairman, NIRCup to the satisfaction of all concerned. May I reach upto the expectations of my seniors in the profession.

My sincere congratulation to Mr. Vinayak S.Khanvalkar & Mr. Anil Murarka, newly electedPresident & Vice President, ICSI respectively onassuming their position for the year 2010. I am surethat with their rich experience and dedication to thecause of our profession and under their able guidanceour profession will attain newer heights and doors ofnew avenues will be opened for the company secretaries.

It has been the continuous endeavor of NIRC to organizeregular professional development programs formembers and students on various topics of corporaterelevance. Your wholehearted support, cooperation andinvolvement in various activities of the NIRC is solicited.The point I really wish to emphasize is that we all haveto come forward and collectively join hands tocontribute to the activities of NIRC as well as Instituteas a whole.

On 16th January, 2010 NIRC has organized a Seminaron "Changing Contours of Corporate Laws andEmerging Professional Avenues” at Hotel Le-Meridien,New Delhi. I take this opportunity to express my sincerethanks and gratitude to guest speakers Mr. PavanKumar Vijay (Past President -ICSI & ManagingDirector, Corporate Professional India Pvt. Ltd.), Ms.Preeti Malhotra (Past President-ICSI) & Group

From the Chairman

President— Corporate Affairs, Spice Group & ExecutiveDirector , Spice Finance, Mr. Ajay Mangal, (ExecutiveDirector, UPPAL Group), Mr. Kaushal Kumar SharmaIRS, Director General & Advisor(Law), CCI, Mr.Sandeep Khetan (Director, KPMG) and Mr. AlokAgarwal (Juris Consultus Law Firm) for sparing theirvaluable time out of their busy schedule and interactingwith the participants. The Seminar was attended bythe large number of members. On the occasion, membersproviding honorary services to NIRC were alsorecognized

NIRC also organized two Training OrientationPrograms and one Academic Development Programfor students in the month of January, 2010. On 8thJanuary, 2010, NIRC concluded its 135th SecretarialModular Training Program. Mr. Dinesh Mittal, GroupGeneral Counsel and Company Secretary ofHindustan Times Media Ltd. was the Chief Guest onthe occasion. On 27th January, 2010, NIRC commencedits 136th Secretarial Modular Training Program whichwas inaugurated by Mr. S.P. Garg, Director (Finance),ONGC Videsh Ltd.

NIRC constituted its various Functional Committees,the details of which are published separately in theNewsletter. All the members are requested to volunteer& give their names for these committees as yourinvolvement is a prerequisite in evolving and successfulimplementation of all professional and academicactivities of NIRC.

I, on behalf of NIRC sincerely request you to send yoursuggestions and feedback from time to time on theactivities of NIRC. I assure you, that we at NIRC wouldgive importance to all your suggestions and considerthem for implementation in the right perspective.

With best regards,

Yours sincerely,

(B.K. SHARMA)[email protected]

3rd February, 2010 Mobile : 9958584171


Congratulations

NIRC-ICSI CONGRATULATES MR. VINAYAK S. KHANVALKAR ANDMR. ANIL MURARKA ON THEIR ASSUMING THE OFFICE OF PRESIDENT AND

VICE PRESIDENT OF THE INSTITUTE W.E.F. 19TH JANUARY, 2010

Mr. Vinayak S. Khanvalkar has been elected as PRESIDENT of the Institute of Company Secretaries ofIndia (ICSI) w.e.f 19th January 2010 and Mr. Anil Murarka has been elected as the VICE PRESIDENT ofthe Institute of Company Secretaries of India (ICSI) w.e.f 19th January 2010.

Mr. Vinayak S. Khanvalkar is M.Com. & Law Graduate and a Fellow Member of the Institute of CompanySecretaries of India. He was the Vice President of ICSI for the year 2009 & is presently a Practising CompanySecretary at Pune. Mr. Khanvalkar is the Central Council Member of ICSI for the term 2007-2010. He was theMember of Corporate Legislation Sub Committee of Maratha Chamber of Commerce, Industries & Agricultureand also holding position of Director in private limited companies of repute. He is visiting faculty at various professionalinstitutes, associations and bodies. He had been the Chairman of the Western India Regional Council (WIRC) andChairman of the Pune Chapter of The Institute of Company Secretaries of India. He was a member of theSecretarial Standards Board of ICSI.

Mr. Anil Murarka has been elected as the VICE PRESIDENT of the Institute of Company Secretaries of India(ICSI) w.e.f 19th January, 2010. He is the Central Council Member of ICSI for the term 2007-2010. He isCommerce and Law Graduate and a Fellow Member of the Institute of Company Secretaries of the India. Mr.Murarka is presently a Practising Company Secretary at Kolkata. He had been the Chairman of Eastern IndiaRegional Council (EIRC) at Kolkata. He has been a regular speaker at many professional Seminars organised byCII, ICSI, ICAI and was one of the "Panelist" in first all India "Investor Awareness Programme" titled "My Money-My Decisions" organized by the Ministry of Finance.

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

ADVERTISEMENT FORNIRC-ICSI NEWSLETTER

NIRC solicits your kind patronage in the form of

advertisement for its Monthly Newsletter as per the tariff

given below :

Per Issue 6 Issues 12 Issues

(Rs.) (Rs.) (Rs.)

Back cover (Colour) 15,000 80,000 1,50,000

Inside Cover (Colour) 11,000 60,000 1,10,000

Inside page (B&W) 6,000 33,000 60,000

Inside Half page (B&W) 4,000 22,000 40,000

Inside Quarter page (B&W) 2,500 13,000 25,000


FUNCTIONAL COMMITTEES

As the Members are aware the NIRC performs its various activities through Functional Committees constituted every year.

We are in the process of forming the following Committees for the year 2010 and request the members to volunteer theirnames, indicating their preference, for the Committee through which they wish to serve the profession. Members arerequested to forward their names and other details i.e. ACS/FCS No.; Mailing Address; Phone Numbers; E-mail address, etc.to NIRC by 26th February, 2010:

Following have been nominated as Chairmen of respective Functional Committees :

S No. Committee Chairman of the Committee E-mail address

1. Career Awareness Committee Shri J.K. Bareja [email protected]

2. Finance Committee Shri Deepak Kukreja [email protected]

3. IT Committee Shri Vivek Agarwal [email protected]

4. NIRC Newsletter Editorial Board Chief Editor—Shri B.K. Sharma [email protected]

Editor —Ms. Ashu Gupta [email protected]

5. Oral Tuition, Library & Students Facilities Shri Atul Mittal [email protected]

Committee

6. Practising Company Secretaries Committee Shri Deepak Kukreja [email protected]

7. Professional Development & Programmes Shri Hitender Mehta [email protected]

Co-ordination Committee

8. Research & Publication Committee Shri Ranjeet Pandey [email protected]

9. SMTP & Placement Committee Ms. Ashu Gupta [email protected]

10. Study Circle Committee Shri Yogesh Gupta [email protected]

Functional Committees

PART TIME FACULTY FOR ORAL TUITION CLASSESNIRC-ICSI

Invitespart time faculty for its oral coaching classes

in the following subjects :Foundation ProgramEnglish and Business Communication; Economics and Statistics; Financial Accounting; Elements of BusinessLaws and ManagementExecutive ProgramGeneral and Commercial Laws; Company Accounts, Cost and Management Accounting; Tax LawsCompany Law; Economic and Labour Laws; Securities Laws and Compliances;Professional ProgramCompany Secretarial Practice; Drafting, Appearances and Pleadings; Financial, Treasury and Forex ManagementCorporate Restructuring & Insolvency; Strategic Management, Alliances and International Trade; AdvancedTax Laws and Practice; Due Diligence and Corporate Compliance Management; Governance, Business Ethicsand Sustainability;Interested members may forward their Profile alongwith choice of subject(s) and timings to NIRC-ICSI, 4Prasad Nagar Institutional Area New Delhi-110005 E-mail : [email protected] Phone : 011-25769352.


NIRC Monthly Ready Reckoner

COMPLIANCE CHECKLIST FOR THE MONTH OF FEBRUARY, 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 & CORPORATE LAWS

1. Submit Limited Review Report for Clause 49 Listing Agreement 29th February Stock Exchangesthe quarter ended 31st December, 2009 (2-months

from the endof the quarter)

INCOME-TAX

2. TDS from Salaries for the previous Section 192 Income-tax Act, 1961 7th February Income-tax Authoritiesmonth

3. TDS on Contractors Bills for Section 194C Income-tax Act, 1961 7th February Income-tax AuthoritiesJanuary, 2010

4. TDS on Rent for January, 2010 Section 194I Income-tax Act, 1961 7th February Income-tax Authorities

5. TDS on Professional Services Bills Section 194J Income-tax Act, 1961 7th February Income-tax Authorities

EXCISE & SERVICE TAX

6. Pay Service Tax in Challan TR-6 Section 68 read with Finance Act, 1994 5th February Service Tax Authoritiescollected during the previous month Rule 6 Service Tax Rules,by persons other than individuals, 1994proprietors and partnership firms

7. Submission of CENVAT Return Rule 9(7) CENVAT Credit 10th February Excise AuthoritiesRules, 2004

LABOUR LAWS

8. Monthly payment of Provident (a) Paragraph 38 (a) Employees 15th February Provident FundFund dues of Employees Provident Funds and Authorities

Provident Funds Misc. Provisions Act,Scheme, 1952 1952(b) Exempted Scheme (b) Section 418 Trustees of Provident

of the Companies FundAct, 1956

9. Monthly return of Provident Fund Paragraph 38 of Employees Provident 25th February Provident Fundfor the previous month Employees Provident Funds and Misc. Commissioner

Funds Scheme, 1952 Provisions Act, 1952

10. Payment of ESI contribution Regulation 31 Employees State 21st February ESIC Authoritiesfor the previous month Insurance Act, 1948 &

Employees StateInsurance (Gen)Regulations, 1950

Note : Members are requested to check the latest position with the original sources. NIRC of ICSI shall not be responsible for the result of anyaction taken on the basis of the above compliances published in the Newsletter.


Office Bearers of Chapters of NIRC-ICSI

LIST OF OFFICE BEARERS OF CHAPTERS OF NIRC-ICSI FOR THE YEAR 2010

Chapter Chairman Vice-Chairman Secretary Treasurer

Agra Ms. Anju Jain Mr. Gagan Burman Mr. Vishal Sharma Ms. Madhvi Goyal

Ajmer Mr. Kishan Maheshwari Ms. Archana Bhandari Mr. Dilip Kumar Bidawatka Ms. Meenu Garg

Allahabad Mr. I A Khan Dr. Subroto roy Mr. Anil Kumar Mr. Bal Krishna Misra

Alwar Mr. Nikunj Sanghi Mr. B L Somani Mr. M L Gupta Mr. Vineet Harlalka

Amritsar Mr. Anil Aggarwal Mr. Rakesh Sud Mr. Anjum Goel Mr. Rishi Mittal

Bareil ly Mr. Ankit Agarwal - Mr. Naveen Kumar Vohra Mr. Manoj Kumar Agarwal

Bhilwara Mr. R.K. Jain Mr. V S Tapadia Ms. Sanjana Jain Mr. Sudhir Garg

Chandigarh Mr. Bhavnesh K. Gupta Mr. Pardeep Verma Mr. Madhur Bain Singh Mr. Mast Ram

Dehradun Mr. H P Vyas Mr. Rajeev Kumar Jha - Mr. Prasant David Nath

Faridabad Mr. Gulshan K Bhatia Mr. Rajesh Gupta Mr. Vinit Sikka Ms. Rajni Aggarwal

Ghaziabad Mr. Naveen K Rastogi Mr. Gulshan Thapar Mr. Sanjay Sharma Ms. Deepa Singhal

Gurgaon Mr. Dhananjay Shukla Mr. Punit Handa Mr. Sunil Pathak -

Jaipur Mr. Shyam Agrawal Mr. Vimal Gupta Ms. Anju Sood Mr. Vimal Gupta

Jalandhar Mr. Parminder Singh Rally Mr. Aman Setia Mr. Dinesh Gupta Ms. Poonam Khurana

Jammu Mr. Pawan Kumar Sharma Mr. D.K. Pandoh Mr. Sudhir Anand Mr. Rahul Tandan

Jodhpur Mr. Madan Gopal Vyas Mr. R K Pungalia Mr. Amit Baxi Mr. Devendra Kumar Soni

Kanpur Mr. Jitendra Awasthi Mr. Manish Shukla Mr. Bharat Kumar Sajnani Mr. Rajendra Kumar Awasthi

Karnal–Panipat Mr. Ravinder Kumar Mr. Pankaj Garg Mr. Shailender Kumar Mr. Naresh Garg

Kota Mr. R C Gupta Mr. R K Gupta Mr Akash Agarwal -

Lucknow Mr. Anuj Srivastava Mr. Amit Gupta Ms. Shachi Ganesh Mr. Aditya Agarwal

Ludhiana Mr. Rajeev Bhambri Mr. Tarun Jindal Mr. J B Sharma Mr. Sushil Sharma

Meerut Mr. Deepak Sharma Mr. Dinesh Kumar Gupta Mr. Gaurav Jain Mr. Manish Agarwal

Modinagar Mr. M K Singhal Mr. Sushil Kumar Antal Mr. Deepak Garg Mr. Surendra Kumar Sharma

Noida Mr. Rajiv Bajaj Ms. Preeti Grover Mr. Janak Sachdeva Mr. Anand Prakash

Shimla Mr. Sudarshan K. Sharma Mr. Rameshwar Sharma Ms Smriti Sood Mr. PSR Murthy

Sonepat Mr. S.K. Verma Mr. Vipin Gupta Ms Lalita Jindal Mr. Rajesh Khanna

Srinagar Mr. Parvez Ahmad Mr. Showket Hussain Rafique Ms. Rifat Ara Mr. Abdul Majid Bhat

Udaipur Mr. S N Maheshwari Mr. S C Ajmera Mr. Pawan Talesara Mr. R Pandwal

Varanasi Mr. Sushil Kumar Kandoi Mr. Ajay Kumar Jaiswal Mr. R.K. Singh Ms. Namita Ujjawal

Yamunanagar Mr. S.P. Bharti - Mr. Ashish Kumar Mr. Rajinder Kumar Bhalla


[2009] 93 CLA 58 (Bom.)IN THE HIGH COURT OF BOMBAY

HINDALCO INDUSTRIES LTD., In re.A M Khanwilkar, J

22nd June, 2009ISSUE(S) INVOLVED:1. A person who is neither a Shareholder nor a Creditor

of the Company would have no locus standi to objectto the 'Scheme of Arrangement' filed through aComposite Petition under Sections 391 and 100 of theCompanies Act, 1956. An objector Shareholder whohas not approached the Court with clean hands andhas acquired additional shares of the Company afterraising objections, his complaint is not bonafide.

DECISION: HELD: 'YES'2. The objection raised by the Regional Director to the

Scheme involving financial reconstruction putting a timelimit for implementation of the Scheme and write offof expenses to Securities Premium Account for whichno tangible reason is given , is not tenable.

DECISION: HELD: 'YES'3. An objection to the Scheme under Sections 391 and

100 of the Companies Act, 1956 on account of violationsof Accounting Standards in implementing the Schemewould have to be answered keeping in mind theregulatory provisions of Section 211 which do notwholly prohibit deviation from Accounting Standardsbut only requires disclosures to be made in case ofany deviation from the Accounting Standards, will notsustain.

DECISION: HELD: 'YES'In the instant case, the PetitionerCompany filed aComposite Petition under Sections 391 and 100 proposinga Scheme of Arrangement involving financial reconstructionwhereby the Company proposed to create a 'ReconstructionReserve Account' from Securities Premium Accountbalance to adjust certain expenses as defined in theScheme. The Scheme was objected to by two objectorsone of whom was neither the Shareholder nor the Creditorof the Company whereas the other Objector was holdingonly one Share in the Company who attended the Meetingand raised his objections. The Regional Director in hisreport inter-alia raised objections on the grounds ofviolations of Accounting Standards and recommendedputting a restriction as to time limit for implementation ofthe Scheme. The Hon'ble High Court had a detaileddiscussion in the matter and dealt with the objections raisedby the objectors. The Court observed that the first objectorwas neither a Shareholder nor a Creditor as such he did

Legal Updates

not have any locus standi to raise objection to the Schemeand reliance was placed in various judicial pronouncementson the subject. In the case of ICICI Ltd. v. Financial &Management Services Ltd. [1998] 29 CLA 372 (Bom.) itwas held that under the provisions of the Act, the personswho are interveners who are neither Shareholders,Members nor Creditors of the Company which is beforethe Court, have no locus to be heard in relation to theScheme under Section 391 of the Act. Further a decisionin case of SEBI v. Sterlite Industries (India) Ltd. [2003]53 CLA 41 (Bom.) was relied in which the Court haddismissed the appeal preferred by SEBI against the Orderpassed under Section 391 on the ground that it had nolocus in a Petition under Section 391 not being Shareholderor Creditor of the Company. Having regard to the fact thatthis is a composite Petition under section 391 as well asSections 100 and 101 of the Act, the person who is neithera Shareholder nor a creditor of the Company would haveno locus. In so far as the second objector is concernedwho was a Shareholder two fold grievance is made bythe Petitioner Company. Firstly that he is not a bona fidecomplainant. He possessed only one share on the relevantdate. He had participated in the meeting and his objectionswere overruled by the overwhelming majority of EquityShareholders. Significantly, he procured 50 additionalShares of the Company after the meeting in which he hadraised objection to the proposed Scheme. Indeed the factthat the objector possessed only one share on the relevantdate does not mean that he is denuded of his right of raisingobjection. However, if the objector Shareholder has tradedin the Shares of the Company and bought additional Sharesafter the meeting in which he had raised objections to theproposed Scheme there is a substance on the stand takenby the Petitioner Company that the Complaint filed by theObjector is not bonafide. Thus relying the judgement incase of Sukumar Chand Jain v. SEBI [2008] 87 SCL 184(SAT) that a person who has not approached with cleanhands and have traded in the shares of the target Company,cannot be heard to make grievance about the Scheme, theCourt overruled the objection.

The Court noted that the Regional Director in his furtherAffidavit dated 17th June, 2009 has opined that the Schemeallows the Board of Directors of the Company unrestricteddiscretion to keep adjusting the expenses against SecuritiesPremium Account without any time limit. As such, theRegional Director has, recommended placing time limitfor implementation of the Scheme and to limit write off ofthe expenses to Securities Premium Accounts in the Booksof Accounts up to 31st March, 2009 and not thereafter.Significantly, the Regional Director has not adverted toany provision of law which obligates the Petitioner


Company to limit the period to write off all the expenses inthe Books of Accounts. It would have been a differentmatter, if the law obligated the Company to do so within aparticular time. In the absence of such requirement, theRegional Director ought to have assigned tangible reasonas to why it was still necessary to impose the outer limitfor writing off the expenses. Thus taking any other viewwould be interfering with the commercial wisdom orbusiness decision of the overwhelming majority ofStakeholders of the Company, who have reposed trustand confidence in the Board of directors, who are expectedto exercise their discretion with prudence.

As regards Regional Director's objection that the Schemeis violative of Accounting Standards, the Court observedthat any objection to the Scheme on account of violationof Accounting Standards will have to be answered keepingin mind regulatory provisions of Section 211, becausedeviation of Accounting Standards is not wholly prohibited,so long as such disclosure is made in case of deviation bythe Company which is also as per the guidelines issued bythe Institute of Chartered Accountants of India .

The provisions of Section 211 (3A) of the Companies Act,1956 stipulate that every Profit and Loss Account andBalance Sheet of the Company shall comply with theAccounting Standards. Sub-section (3B) provides thatwhere the Profit and Loss Account and the Balance Sheetof the Company did not comply with the AccountingStandards, the said Company shall disclose in its Profitand Loss Account and the Balance Sheet, the deviationfrom the Accounting Standards, reasons for such deviationand financial effects, if any, arising due to such deviation.On combined reading of sub-sections (3A) and (3B) ofSection 211, it necessarily follows that deviation from theAccounting Standards is permissible subject, however, tocompliance of the requirements of disclosure in the Profitand Loss Account and Balance Sheet of such deviationand the reasons for such deviation and financial effectsthereof. In other words, deviation from AccountingStandards is not wholly prohibited but is regulated by theprovisions of Section 211 of the Act. The Petitioner assuresto abide by the said regime. So long as such disclosure ismade, the Company cannot be faulted with regard to theProfit and Loss Account and Balance Sheet being indeviation from the Accounting Standards. The Court whileholding that there is no substance in the objections raisedby the two objectors and the recommendations of theRegional Director, sanctioned the Scheme.

Compiled By:-Divya Saxena , F.C.S, Kanpur.

Legal Updates

COUNCIL / REGIONALCOUNCILS ELECTIONS - 2010

As the members are aware, the term of the existingCouncil and the Regional Councils will expire on 18th

January 2011 and the elections for the new Council /Regional Council will be held during the month ofDecember 2010. In accordance with Rule 5 of theCompany Secretaries (Election to the Council) Rules,2006, a member, whose name is borne on the Registerof Members (Register) on the 1st day of April 2010shall be eligible to vote in the election from the RegionalConstituencies within whose territorial jurisdiction hisprofessional address falls on the said date provided thathis name has not been removed from the Register onthe date of publication of the list of voters.

If the professional address is not borne on the Registeron the relevant date, the residential address borne onthe Register shall determine his Regional Constituency.

In the case of members having their professionaladdress outside India and eligible to vote, their RegionalConstituencies shall be determined according to theirprofessional addresses in India registered immediatelybefore they went abroad or the residential addresses inIndia borne on the Register on the relevant date,whichever is later.

The names of the members who have not paid the annualmembership fee for the year 2009-10 and for theprevious years stood removed from the Register witheffect from 1st September of the relevant year. In orderto exercise their franchise at the ensuing elections, the Members are requested to get their names restored bymaking an application in Form BB and paying the arrearsof the membership fee along with restoration fee ofRs.250/-. Form BB is available on the website of theInstitute.

The professional addresses of the members whosenames are borne on the Register as on date are availableon the website of the Institute in the Members DirectorySection. The members are requested to check theirprofessional addresses and intimate about changes, ifany, at e-mail ids [email protected];[email protected] to enable the Institute to include thenames of the members in the concerned voters list.


News from NIRC

SEMINAR ON CHANGING CONTOURS OFCORPORATE LAWS AND EMERGINGPROGESSIONAL AVENUES

On 16th January ,2010, ICSI–NIRC organized a Seminaron “Changing Contours of Corporate Laws and EmergingProfessional Avenues” at Hotel Le Meridian NewDelhi.

FIRST TECHNICAL SESSIONMr Pavan Kumar Vijay, Past President, ICSI andManaging Director, Corporate Professional India Pvt Ltd.and Ms Preeti Malhotra, Past President, ICSI and GroupPresident –Corporate Affairs Spice Group and ExecutiveDirector –Spice Finance, were the Guest Speakers.

Mr Hitender Mehta welcomed the guests and introducedthe theme of the seminar. He gave a brief introductionof the Corporate Governance Voluntary Guidelines. Hesaid that though guidelines are voluntary but in case ofnon-adherence of the same, the Corporates are expectedto disclose the fact of non-adherence (in full or in part)thereof to the shareholders. Adoption of these guidelineswill enable the company in creating confidence amongstthe stakeholders. Also, these guidelines would enlargethe scope of work for company secretaries.

Mr Atul Mittal, Chairman, NIRC in his welcome addressencouraging the professionals said that the avenues andareas are endless. He said that business restructuringcompany is one of the avenues available in which wecan help the companies to reorganize their structure/operations in most effective way. He said that there arenumerous avenues available for company secretarieshowever there is a need to enlarge the horizon and thecanvass in respect of area of work.

Guest Speaker Ms Preeti Malhotra, Past President ofICSI and Group President with Corporate Affairs SpiceGroup and Executive Director with Spice Finance,complemented NIRC for conducting this program onvery topical theme and also congratulated the Institutefor getting the excellence award from the Hon’blePresident of India . She said that there is no dearth ofopportunities today. The environment is good for bothprofessionals and those who are in practice. She saidthat compliance of the voluntary guidelines on corporategovernance are, in a way, mandatory else qualificationof report would alarm the regulator.

Ms Preeti Malhotra said that as per the guidelines nowthe appointment of Non executive directors andIndependent directors should be done by issuing formal

letters to them as is done while appointing employeesand executive directors. The letter should specify theterms of appointment, expectation of board from them,fiduciary duties, code of business ethics, list of actionsthat a director should do while functioning, remunerationand provision for D&O insurance and such letter mustform a part of disclosure to shareholders at the time ofratification of her/his appointment or re appointment tothe board and if the company is a listed company, alsoon the website of the respective stock exchange wherethe securities of the company are listed. This wouldensure that the directors roles and responsibilities areclear.

Ms Preeti Malhotra further said that concept of directorsremuneration report given in guidelines is also good. Shesaid that as per the guidelines now the companies wouldconstitute the remuneration committee of the board fordetermining the remuneration for all executive directorsand executive chairman including any compensationpayments such as retirement benefits or stock optionsand no director is involved in deciding his or her ownremuneration. The committee would determine principles,criteria and the basis of remuneration policy of thecompany which would be disclosed to the shareholdersfor their comments and if there is any deviation fromsuch policy the reason should also be indicatedadequately. The committee would make available itsterms of reference , its role, the authority delegated to itby the board and what it has done for the year underreview to shareholders in Annual Report.

Ms Preeti Malhotra said that the guidelines suggestconstitution of Nomination Committee comprising ofmajority of independent directors including its chairman.Even ICSI has given recommendations on NominationCommittee. Its work would be to consider the proposalsfor searching, evaluating, and recommending appropriateindependent directors and non executive directors basedon an objective and transparent set of guidelines whichshould be disclosed and should include the criteria fordetermining qualifications, positive attributes,independence of a director and availability of time withhim or her to devote to the job. Like this there would begood corporate governance and it will make goodbusiness sense.

Ms Preeti Malhotra said that even number of directorshipsare restricted so that the directors could discharge theirduties well in accordance with the expectations ofstakeholders. Now it is the responsibility of the board toimpart training to the directors to ensure that every


News from NIRC

director has the ability to understand basic financialstatements and information and related document andpaper and also to enrich the skills of directors. She saidthat according to guidelines board has to ensuretransparent, ethical and responsible governance of thecompany, it may get the Secretarial Audit done.Ms Preeti Malhotra said that with the advent of theseguidelines avenues are thrown open for companysecretaries. Due to emphasis on compliance manyopportunities are upcoming like company secretariescan work as administrator. Liquidator, SecretarialAuditors, they can be a member of tribunal and manymore. Also with the increase in quantum of penalty fornon compliance company secretaries have becomeimportant. She said that the environment is conduciveand company secretary should take its benefit as theyhave the opportunity and law is laid down for them.

Mr Pavan Kumar Vijay, Past President of ICSI andManaging Director, Corporate Professional India Pvt Ltd.guided the participants that it is the era of opportunities.DIP guidelines are converted to ICDR and soon ServiceTax, VAT and Excise will be converted to GST,Accounting Standard to IFRS, Income Tax to Direct TaxCode, Takeover Regulations 1997 to New Takeover Codeand Societies Act to New Societies Act. Government isalso taking initiative in e-governance. There is a paradigmshift for corporates as in place of Companies Act 1956 itis proposed that Companies Bill 2009 will come. InCompanies Act, various restrictions are mentioned butCompanies Bill will surely facilitate company’sfunctioning. He said that changes are giving morebusiness so they are welcome feature. He said thatCompanies Bill will simplify compliances and there aremore survival opportunities for Sick Companies.

Mr Vijay said that for professionals there is a increasedscope in existing assignments. Increased awareness hascreated avenues for Secretarial audit, there is increasedscope for inspection and investigation consultancy evenfor foreign companies and also there are increasedopportunities in restructuring assignments. Due to thechanges in the law, there is a need to bridge the gapbetween old and new. There are more opportunities foropinions, legal interpretations and strategic advisory.Under new provisions there is a wider scope of revivaland rehabilitation of sick companies so there areopportunities of advisory to company and creditors.

He said that for professionals there are more positionsavailable like of ‘registered valuer’ in the event of winding

up and merger, interim administrator in the event of sickcompany rehabilitation, company liquidator or officialliquidator in the event of merger, independent directors,etc. He said that the major changes are proposed towardsliberalization, business expansion, better governance andadministrative convenience. There are stringent penaltieslike in case of repeated defaults there is a provision ofpunishment of imprisonment and twice the amount ofpenalty as prescribed, permission of class action in caseof misdeclaration in prospectus by any person or groupof persons and deposits from non members prohibitedexcept by non banking financial company or bankingcompany.

He concluded by advising the participants to believe inself and not depending exclusively on legal support. Hesaid that there is a need for everyone to identify thehidden opportunities and grab them. He quoted a famoussaying by Henry Hartman that, “ Success always comeswhen preparation meets opportunity.”

Mr Ranjeet Pandey proposed the vote of thanks to thedignitaries at the end of the session.SECOND TECHNICAL SESSIONIn the second technical session the Guest Speakers wereMr Ajay Mangal, Executive Director, UPPAL Group,Mr Alok Agarwal, Head Juris Consultus Law Firm, MrSandeep Khetan, Director, KPMG and Mr KaushalKumar Sharma, Director General & Advisor (Law),Competition Commission of India (CCI). Mr DeepakKukreja introduced the dignitaries.

Mr Ajay Mangal elaborated the Need of Regulator inReal Estate. He said that regulator should approve thatproject before the project starts. The role of professionalswould enhance if they also work as regulator. Earlier inCapital Market father and son use to manage the businessbut now there is a need of regulator in real estate businessso that the job of educated and uneducated people wouldbe secured. If regulator would approve the project andafter his approval the project starts there would be afeeling of security amongst the people associated withthat organisation like investors, employees, suppliers, etc.

Mr Alok Agarwal covered the topic Foreign ExchangeLaws – Opportunity for Professionals. He said that thereis a significant role of company secretaries in corporatesector and still a wide area is untouched by them. Hegave an overview of foreign exchange laws in India andtheir relevance to company secretaries. First of all hegave a brief of Foreign Exchange Regulatiion Act, 1973and opportunities for company secretaries. He said that


News from NIRC

in the course of business the companies may get involvedin proceedings or investigations carried out under theAct. Company Secretary being the nodal officer forcompliance of all regulations, plays an important role inrepresenting the company’s interest. They can appearbefore the adjudicating officer and the high court onbehalf of the company. They can also act on behalf ofthe company during the investigation such as search,seizure, inspection, arrest and examination of personsinvolved.

Under Foreign Contribution (Regulation) Act, 1976,company secretary during the course of its servicewould often be required to handle international operationssuch as opening up of subsidiaries in countries abroad.Since the provisions of this act govern foreign contributionnot only accepted or received by residents in India butalso by associations or offices abroad of companiesregistered in India. A company secretary would play animportant role in representing the interest of the companybefore the sessions court as well as the concerned highcourt when it comes to explaining the manner in whichcontributions if any would be received by the companyor its associate.

Under The Foreign Exchange Management Act ,1999(FEMA) the main role of a company secretary is toensure that the company in the course of businesscomplies with all the rules and regulations laid down bythe Reserve Bank of India and while interacting withlawyers and law firms provide back up case preparationmaterial in an informed way. He said that basically thecompany secretary act as a nodal officer of thecompany. His role may not be seen upfront but it is allpervasive. He knows all the papers and ensures all thecompliances. On receiving clearance from his side thecompany goes ahead with the closure of the transaction.Therefore, his knowledge of foreign exchange laws isimperative.

Mr Kaushal Kumar Sharma covered the topic Role ofProfessionals in Competition Advocacy. He said thatcompany secretary act as a vital link between companyand its shareholders, board of directors and regulatoryauthorities. They play a key role in ensuring thatprocedures are followed and reviewed and guides theboard of directors for duties and responsibilities underdifferent laws. They act as compliance officer andconscience keeper of the company. Mr Sharmaelaborated the benefits of competition. He said that thelaw prohibits anti competitive agreements, abuse ofdominant position, it regulates combinations and it

mandates competition advocacy. He elaborated the anti-competitive agreements and the penalties in case ofviolation of the provisions of this Act.

Mr Sandeep Khetan discussed the global trend onreporting standards and its impact on Indian CompaniesAct. He said that IFRS have been accepted and adoptedacross more than 100 countries. By 2011 , 150 countrieswould have adopted IFRS, including India, China, Braziland Korea.. Convergence work of Indian accountingstandards with IFRS is going on and by April 1, 2011 ithas to be completed. There is a requirement of preparingthe comparatives by first of all preparing opening balancesheet at 1 April, 2011 and then prepare comparatives for2010-11. It is applicable to listed entities, banks, mutualfunds , insurance entities, the entities whose turnoverexceeds Rs 100 crore or public/bank borrowings exceedsRs 25 crore and holding and subsidiary companies of thepreviously mentioned entities.

He told that there is a phase wise transition plan. InPhase- I which has to start from April 1, 2011, listed andunlisted companies with a net worth of over Rs 1000crore, sensex and nifty club and those listed on overseasstock exchanges will get covered . In Phase-II whichhas to start from April 1, 2013, listed and unlistedcompanies with a net worth of Rs 500 crore will getcovered. In Phase-III which has to start from April 1,2014all remaining listed companies will get covered.He saidthat various amendments are also being made toCompanies Act due to IFRS conversion.

The session was followed with question answers.

Mr Deepak Kukreja proposed the vote of thanks to thedignitaries at the end of the session

STUDY CIRCLE MEETING

Date: 22nd January, 2010

Topic: Disscussion on Corporate Governance VoluntaryGuidelines-2009

Present: Mr. B.K. Sharma, Mr. Ranjeet Pandey, Mr.Deepak Kukreja, Mr. Hitender Mehta, Mr. K.K. Singh,

Mr. Yogesh Gupta, Mr. G.P.Madaan, Mr. T.R. Mehtaand about 50 Members.

Venue: YMCA Conference Hall, New Delhi.

Mr. Yogesh Gupta welcomed the newly elected officebearers of NIRC and introduced them to the memberspresent. He also welcomed members to the first studycircle metting of the year 2010. Mr. Yogesh Gupta alsointroduced the topic of the meeting.


News from NIRC

Mr. B.K. Sharma, newly elected Chairman, NIRC alsowelcomed the members and informed them about hisaction plan for the year 2010.

Thereafter members discussed the corporate governancevoluntary guidelines 2009 point wise point and madecertain suggestions.

The meeting ended with a vote of thanks.

CSBF CULTURAL EVENINGCOMPANY SECRETARIES BENEVOLENT FUND(CSBF), established by the Institute of CompanySecretaries of India (ICSI) organized a “CSBF CulturalEvening” on 9th January 2010 at New Delhi .The ‘CSBF Cultural Evening’ was graced by variousdignitaries including Shri Dilip Rao Saheb Deshmukh,Company Law Board Chairman, Shri S .Balasubramanian, Former Company Law BoardChairman , Shri P.D Sudhakar, Special Secretary Ministryof Corporate Affairs , Shri Jitesh Khosla ,DirectorGeneral Indian Institute of Corporate Affairs, Ministryof Corporate Affairs , Her Holiness Archana Didi,Founder and Director of Amrit Path Sansthan and ShriJ.D Narain, Director, Ministry of Information andBroadcasting .

Shri Harish K. Vaid, Council Member, ICSI andChairman, Core Group for the event, expressed that itwas towards the intent and the spirit of benevolence ,the Institute had, way back in 1976, set up the CompanySecretaries Benevolent Fund (CSBF), to create largersecurity umbrella to provide comfort and security formembers and their dependents in the hour of need.

Shri Datla Hanumantha Raju, President the ICSI andChairman, Company Secretaries BenevolentFund(CSBF), said that, the collective welfare becomesmore important in times of distress and need and theCompany Secretaries Benevolent Fund (CSBF) is onesuch collective effort towards extending much neededfinancial support to our brethren in times of distress.

Shri N.K Jain ,Secretary & CEO, The ICSI, said thatbenevolence is an integral part of civil societies and theprofessionals like Company Secretaries having specialstatus in society must vigorously engage themselves insuch human endeavours.

At the “CSBF Cultural Evening”, the Song and DramaDivision of the Ministry of Information & Broadcastingpresented ‘COLOURS OF INDIA - Folk dances fromJ & K, Assam, Rajasthan, Gujarat, Punjab &Maharashtra’. They also presented an invigorating

display of ‘Martial Arts’ . An enlightening discourseSEEDHI BAAT BHAGWAN KE SAATH byInternational Society for Krishna Consciousness(ISCKON) was also one of the programme highlights.

VALEDICTORY FUNCTION OF 135TH SMTP

On 8th January, 2010 Valedictory function of 135thSecretarial Modular Training Program was organized atICSI-NIRC Building.

Mr. Dinesh Mittal, Group General Counsel and CompanySecretary of Hindustan Times Media Ltd. was theChief Guest on the occasion.

Mr. P K Mittal, Central Council Member, ICSI, MrDeepak Kukreja, Chairman, SMTP Committee, Mr. T RMehta, EO(N) and Ms. Rolly Bhardwaj, Co-ordinatorwere present on the occasion.

Mr. Deepak Kukreja while addressing the participantscongratulated them for successfully completingSecretarial Modular Training Program. He suggestedparticipants to acquire soft skills and interpersonal skillswhich will help them in day to day functioning in thecorporate environment. He welcomed the participantsto the ICSI family and wished them best of luck.

Mr. P K Mittal advised the participants to havemultifaceted skills. He suggested the participants to workon oration skills. He said that participants must inculcateregular reading habit to develop good oration skills. Hetold that as WTO's regime is coming there is a greatscope of work for Company Secretaries. MultinationalCompanies also expect Company Secretaries to beinhouse legal advisors to them. He said that one shouldcompulsorily have working knowledge about the subjectto succeed in professional life. He said that CompanySecretaries are treated as inhouse advocates hence theyneed to have multidisciplinary and multifacet knowledge.

Chief Guest of the occasion Mr. Dinesh Mittalcongratulated the participants for successfully completingCS course and all the training requirements of the ICSI.He advised that law is meant to be followed for thesolutions and not for problems. He said that one shouldnot blindly follow the law. He suggested that all of usshould try to increase horizon of our work. He said thatanyone can achieve success in one's life by workinghard and through dedication towards one's work. Heguided and encouraged the participants to do well inprofession . With these words he wished good luck tothem.


News from NIRC

ACADEMIC DEVELOPMENT PROGRAM

On 25th January, 2010, NIRC organized its 44thAcademic Development Program for students onSecurities Market & Listing Agreement. Mr.SumanKumar, Company Secretary, SMC Global Securities Ltdand Mr A K Shandilya Company Secretary, Delhi StockExchange were guest speakers on the topic. Mr. RanjeetPandey distributed the certificates to the participant.

TRAINING ORIENTATION PROGRAMS

NIRC organized its 58th & 59th Training OrientationPrograms for students from 11th January to 15th January,2010 and 18th January to 22nd January, 2010 at ICSI-NIRC Building, New Delhi. Mr. B.K. Sharm & Mr.Deepak Kukareja distributed the certificates to theparticipant.

INAUGURATION OF 136TH SECRETARIALMODULAR TRAINING PROGRAM

On 27th January, 2010, NIRC –ICSI inaugurated its136th Secretarial Modular Training Program at theAuditorium, ICSI-NIRC Building, Plot No. 4, PrasadNagar Institutional Area, New Delhi – 110005.

Shri S P Garg, Director (Finance), ONGC Videsh Ltd.was the Chief Guest on the occasion. Shri B K Sharma,Chairman, NIRC-ICSI, Shri Ranjeet Pandey, Secretary,NIRC-ICSI, Shri Deepak Kukreja, Treasurer, NIRC-ICSI, Shri S Kumar, SDTML, ICSI, Shri T R Mehta,EO(N) & Ms. Alka Arora Ed.O(N) were also presenton the occasion.

The program was inaugurated by lighting the lamp.

Ms. Alka Arora, initiated the proceedings of the program.She welcomed & introduced the dignitaries present onthe dais.

Shri B K Sharma congratulated the participants forpassing the final examinations. He mentioned that this15 days program will be a bridge between the theoreticalaspects and the practical experience. He also mentionedthat 30 to 40% of the GDP is from SME sector and thisis the upcoming area for us. Corporate Governance is aself Governance and MCA has laid down the voluntarilyguidelines for the same. He also discussed lots of newdevelopments in the corporate sector and the scope forthe Company Secretaries.

Shri S Kumar congratulated the participants for passingthe final examinations. He explained that the position ofthe Company Secretary is a key position as he is in directcontact with the Board of Directors. For justifying hisposition he should be fully updated and equipped. He

THE REGISTRATION OF NEWS PAPERSCentral Rules, 1956 Form IV : Rule 8

Statement about ownership and other particulars of‘NIRC-ICSI Newsletter’.

Form IV1. Place of Publication New Delhi2. Periodicity of its Publication Monthly3. Printer’s Name T.R. Mehta

Whether citizen of India? YesIf foreigner, state the Not applicable.country of origin Executive Officer (N)Address NIRC-ICSI

4 Prasad Nagar Inst. Area,New Delhi - 110 005

4. Publisher’s Name T.R. MehtaWhether citizen of India? YesIf foreigner, state the Not applicablecountry of origin

5. Chief Editor’s Name B.K. SharmaWhether citizen of India? YesIf foreigner, state the Not applicablecountry of origin Chairman, NIRC-ICSIAddress 4 Prasad Nagar Inst. Area,

New Delhi - 110 0056. Name and Address Not applicable

of Owner Official Newsletter ofthe NIRC of the ICSI.

I, T.R. Mehta hereby declare that the particulars givenabove are true to the best of my knowledge and belief.

(T.R. Mehta)Dated 29.01.2010 Signature of the Publisher

also discussed the new training structure introduced bythe Institute.

Shri Deepak Kukreja suggested the participants that apartfrom academics, development of soft skills is veryimportant. He mentioned that the purpose of SMTP is todevelop the confidence of the participants by interactingwith the experienced faculties. At the end he offered hisbest wishes to the participants.

Shri S P Garg suggested the participants to make bestuse of SMTP. It is an important event in the life ofCompany Secretaries. He advised the participants thatwhen they were students society helped them a lot andnow it’s their turn to pay back to the society. He alsoadvised the participants that instead of being seen by theManagement as mandatory requirement they will haveto prove their worth as an asset for the organization. Healso discussed the various amendments with theparticipants.

Shri Ranjeet Pandey assured the participants that thecontents of the SMTP will definitely add value to them.He suggested the participants to build up the confidence.He also suggested the participants to be connected withthe Institute in one way or the other. At the end, he offeredhearty vote of thanks.


NEWS FROM STUDY GROUPS

News From Study Groups

WEST DELHI

West Delhi Study Group Meeting was held on Saturday,23rd Jaunary, 2010. The topic of the meeting was'Company Acquisitons and Related Issues'. The speakerwas Mr. S. K. Jain, senior member of the Institute ofCompany Secretaries of India.

Mr. S. K. Jain started his session by explaining meaningof Company Acquisitions. He said that it is a process bywhich the shares or assets of the company is bought bya buyer. In case of Private or Unlisted Company , it is anacquisition of all the equity shares of the Company whilein case of Listed Company, it is acquiring of controllinginterest.

Company Acquisitions has been divided between Mergerand Takeover. Acquisition is generally used for transfer ofownership while Merger may or may not followacquisition.

Then, he explained reasons why a buyer wants to acquirea Company. He also explained price determination. Hesuggested that price option should always be open by thebuyer.

He, then discussed process of Company Acquisitions likea buyer should do the initial due diligence. He should assessthe benefits and liabilities of a proposed acquisitions byinquiring into all aspects of the past, present and future ofthe business to be purchased.

He also discussed the topic by giving some practicalexamples.

He then gave some ideas which a Company Secretaryshould keep in mind which are as follows :

1. Ownership of Land must be checked i. e. whether it isindustrial or agricultural Land.

2. Income of the seller company should be checked fromthe documents and records that whether it is fromindustrial activity or any other income.

3. Agreements with all key managerial persons should bechecked. New agreements should be made withimportant key personnel so that they remain and supportthe Company for atleast 2-3 years. Comfort of keymanagerial person should also be kept in mind. Thebuyer company should also take care that previousemployer should not solicit the employees/ keymanagerial persons and also do not use the businessopportunities that may come in the way of the BuyerCompany.

4. The Buyer Company should visit the seller companyand factories many times before being acquired.

5. Interact with its employees in the factory and office sothat come to know about the actual position of thefactory and other important facts of the sellingcompany.

6. Communication should be continued between buyerand seller companies till the deal is finalized.

7. The due diligence should not be limited to the periodagreeed between the parites like if both parties decidesthat it will be only upto 5 years back. However, thebuyer Company should try to go beyond that becausesome more facts may also be digged out.

8. Options for revising the price should always be open.

At the end of the meeting, Ms. Savita, convenor of themeeting gave vote of thanks to the speaker.

LIGHTER SIDE OF THE PROFESSION"The Chairman Message to Shareholders was a masterpiece. Who has written this?""Our New Chairman.""Is he from a Multi National Company?""No Sir, for the last 20 years, he was in the profession of Fiction Writing."

* * * *"How come Paramjeet Singh looks very happy these days?""It is due to the financial debacle in Europe last year.""How come he is connected with that?""It is only due to that,that his uncle has parked his Rs.25 Crore with him instead of European Bank."

-- PARAMJEET SINGH, FCS


Career Awareness Programs

CAREER AWARENESS PROGRAMSNIRC organised Career Awareness programs as per details given below :

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

09.01.2010 Career Awareness Program at Mr.Animesh,DO(N) 250Hindu College, CS Sunil MehraAmritsar 143001 CS Bushan Kumar Sharma

15.01.2010 Career Fair at Mr.Animesh,DO(N) 50Hotel Clarks Inn Gorakhpur

16.01.2010 Career Fair at Mr.Animesh,DO(N) 100Hotel Clarks Inn Gorakhpur

16.01.2010 Career Awareness Program at Mr.Animesh,DO(N) 150 N E RailwaySenior Secondary SchoolGorakhpur-U.P. 273002

16.01.2010 Career Awareness Mr.Animesh,DO(N) 50Program at N E Railway Boys Inter CollegeGorakhpur-U.P. 273002

16.01.2010 Career Awareness Mr.Animesh,DO(N) 50Program at : Divine Public SchoolGorakhpur-U.P. 273014

18.01.2010 Career Fair at Mr.Animesh,DO(N) 100K P Community Center CS I A Khan,ChairmanAllahabad-U P Allahabad Chapter

19.01.2010 Career Fair at Mr.Animesh,DO(N) 100K P Community Center CS I A Khan,ChairmanAllahabad-U P Allahabad Chapter

9.01.2010 Career Awareness Mr.Animesh,DO(N) 50Program at Kali Prasad Inter CollegeMahatma Gandhi Marg Allahabad -U P

23.01.2010 Career Awareness Mr.Animesh,DO(N) 50Program at CS Ankit Agarwal,ChairmanS V Inter College, CS Navin Kumar ,SecretaryChouplar Road, Bareilly of Bareilly Chapter

23.01.2010 Career Awareness Mr.Animesh,DO(N) 100Program at CS Ankit Agarwal,ChairmanKendriya Vidhyalaya CS Navin Kumar, SecretaryI V R I, Izzatnagar CS Manoj K Agarwal,TreasurerBareilly CS R S Jha,Member

of Bareilly Chapter23.01.2010 Career Awareness Mr.Animesh,DO(N) 100

Program at CS Ankit Agarwal,ChairmanManohar Bhushan Inter CS Navin Kumar, SecretaryCollege, Nainitaal Road CS Manoj K Aggarwal,TreasurerBareilly CS R S Jha,Member of Bareilly Chapter

30.01.2010 Career Fair at Mr.Animesh,DO(N) 200Ramjas Public School, R.K. PuramNew 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, structure of thecourse and also the avenues available after completion of the Company Secretaryship Course both in employment 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 the period21.12.2009 to 20.01.2010.

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

1 Jitendra Kumar Gupta ACS - 244532 Nikita Kumar ACS - 225043 Parveen Kumar Garg FCS - 52754 Prateek Kapoor ACS - 241015 Sapna Heerachand Jain ACS - 245246 Satya Prakash Sharma ACS - 244847 Harpreet Singh Gulati ACS - 244498 Anand Arora ACS - 244519 Radha Krishna Gupta ACS - 1967910 Shyam Sunder Agrawal ACS - 1934411 Vimal Prasad Gupta ACS - 1898212 Rajesh Lakhanpal FCS - 567913 Atul Gupta ACS - 1777714 Neeraj Parmar FCS - 458915 Vivek Arora ACS - 1222216 Dinesh Kumar Jain ACS - 576017 Vikram Singh ACS - 1638118 Gagan Batra ACS - 1952319 Arun Kumar Gajwani ACS - 1913720 Rakesh Vij FCS - 408021 Sushil Kumar Sharma FCS - 235022 Monika Sachdeva ACS - 1794023 Harish Kumar ACS - 1913324 Megha Kainth ACS - 1583625 Yogesh Durgapal FCS - 377926 Cecil Stephen FCS - 359927 Anjan Kumar Bajpaie FCS - 312928 Geeta Solanki ACS - 1684229 Suman Lata Choudhary FCS - 439430 Rajeev Kumar ACS - 770231 S B B Trikha ACS - 419432 Deepak Banga ACS - 1271633 Mrs. Kiran Banga ACS - 2380834 Raj Sunder Kuchhal FCS - 101135 Prabhakar Singh ACS - 1465536 Prashant Kumar Balodia FCS - 604737 Hemant Kumar Singh FCS - 603338 Ramakant Pathak ACS - 1791739 Vinod Kumar Mahani FCS - 342840 Charu Bhadouria ACS - 2386041 Anshul Agarwal ACS - 2340342 Sunil Kumar Jain FCS - 408943 Chitra Mehta ACS - 2351044 Bijay Kumar Jha ACS - 2227545 Shahzeb Khan FCS - 506146 Rochak Puri ACS - 1335047 Dillip Kumar Swain FCS - 411348 Anand Kumar Das ACS - 1888449 Harsh Sagar Goyal FCS - 537450 Ranju Goyal FCS - 5378

51 Saurabh Mittal FCS - 522852 Mahesh Jain FCS - 307953 Avtar Singh FCS - 590554 Mahesh Kumar Chaturvedi FCS - 318855 Sushma Chhabra FCS - 246056 Kishore Kunal ACS - 1849557 Bhushan Wadhwa ACS - 2056358 Savita Trehan FCS - 437459 Nitin Kumar ACS - 1637760 Parvesh Kumar Kheterpal ACS - 1540261 Kunj Bihari ACS - 2423362 Madan Lal Arora FCS - 31963 Sunil Kumar Nagar ACS - 1837664 Vinit Sikka ACS - 1699365 Sanjay Kumar ACS - 1575366 Naveen Kumar Gupta FCS - 442567 Abhishekh Kanoi ACS - 2354768 Harvinder Singh Kohli FCS - 360969 Prathama Pallabita Misra ACS - 1598770 Debaraj Sahoo ACS - 1971771 Savita Bajaj ACS - 1517572 Raju Paul FCS - 530573 Ram Parkash Punjani FCS - 375774 Nagendra Kumar FCS - 357175 Neeraj Jain ACS - 1227376 Janaki Aggarwal FCS - 264177 Raghvendra Kumar Verma ACS - 1937678 Rajeev Kumar FCS - 529779 Sh Deepak Sharma ACS - 2041780 Amaresh Pradhan ACS - 1750181 Navin Jain FCS - 473382 Sh Chandan Narang ACS - 2139783 Bal Krishna ACS - 2467284 Mr. Pawan Dubey ACS - 2262185 Sheetal Saluja ACS - 2364486 Rajnikant FCS - 429187 Rakesh Kumar FCS - 596388 Khush Mohammad ACS - 2474389 Amrita Dalmia ACS - 2477290 Gaurav Mishra ACS - 2472791 Madhu Maheshwari ACS - 1966192 Chandra Harish ACS - 1072993 M V Sreenivas FCS - 234294 Navin Batra ACS - 1595695 Sudhanshu Totla ACS - 1530096 Pradeep Kumar Khandelwal FCS - 552897 Vinod Kumar Garg FCS - 414398 Sat Pal Maken FCS - 155499 Rajeev Singal FCS - 3347100 Mayank Bhatia ACS - 24649

Company Secretaries Benevolent Fund


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. M.P. Shah, over 150 participantsRegistrar of Companies, Uttar Pradesh & UttarakhandGuest of Honour & Speaker: Mr. Salil Kumar,Asstt. Manager, Delhi Stock Exchange Association Ltd.Guest of Honour : Mr. Ravi Malhotra,Director, Onyx Group of Companies

2. Bhilwara 18.12.2009 Investor Awarness Program at Bhilwara Mr. R.K. Jain andChief Guest : Mr. R.L. Nolakha, CMD. Nitin Spinners Ltd. over 300 participantsGuest of Honour: Mr. P.M. Beswal, President, MewarChamber of Commerce & IndustryKey-note Speakers : Mr. Jai Singh Kothari, RenownedEconomist; Dr. Shiv Ratan Bhootara, Retd. Principal,Govt. PG College & Mr. Saurabh Rathi, ExecutiveDirector, Suresh Rathi Securities Ltd.

19.12.2009 Investor Awarness Program at Rajsamand (Rajasthan) Mr. R.K. JainChief Guest : Mr. Devendra Hingar, FCA and over 200Key-note Speakers : Mr. Jai Singh Kothari, participantsRenowned Economist; Dr. Shiv Ratan Bhootara,Retd. Principal, Govt. PG College & Mr. Saurabh Rathi,Executive Director, Suresh Rathi Securities Ltd.

28.12.2009 Investor Awarness Program at Chittorgarh (Rajasthan) Mr. R.K. Jain,Chief Guest : Mr. S.L. Shrishrimal, Dy. Principal, Govt. Ms. Geetika Vyas &College, Nimbahera over 125 participantsKey-note Speakers : Mr. K.S. Chundawat, Security Analysts; Mr. Praveen Khajanchi, Share Broker fromChittorgarh & Mr. Anil Laddha, Security Analysts

30.12.2009 Investor Awarness Program at Chittorgarh (Rajasthan) Mr. R.K. Jain,Chief Guest : Mr. I.M. Sethia, Chairman, Chittorgarh Ms. Geetika VyasUrban Co-operative Bank Ltd. and over 125Key-note Speakers : Mr. K.S. Chundawat, Security participantsAnalysts; Mr. Praveen Khajanchi, Share Broker fromChittorgarh & Mr. Anil Laddha, Security Analysts

3 Chandigarh 03.12.2009 Program to welcome Dr. Raj Singh, ROC, Members ofMr. O.P. Sharma, Dy. ROC, Mr. D.P. Ojha, the ChapterOfficial Liquidator, MCA

19.12.2009 Investor Awarness Program on "Investment Opportunities Mr. Atul V. Soodin curent scenario" and Talk on "Corporate Mr. Vishal Arora,Governance & Corporate Compliance Management Mr. Pardeep Verma,Key Speakers : Mr. G.S. Chawla, Director, Master Mr. Bhavnesh K. GuptaTrust Ltd & Dr. Raj Singh ROC, MCA Mr. Madhur Bain Singh

& Others

NEWS FROM CHAPTERS


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

4. Gurgaon 04.12.2009 Study Circle Meeting on Salient Features of Mr. Dhananjay Shukla,Companies Bill 2009 Concerning CS Profession Mr. Punit Handa,Guest Speaker: Mr. Nesar Ahmad, Mr. K.K.Singh & other membersCouncil Member-ICSI

05.12.2009 Academic Development Programme on Mr. Atul Mittal,1.Exchange Control Regulations Mr. Dhananjay Shukla2. Annual Compliances and Certification and Mr. K.K.Singh,under Companies Act, 1956

17.12.2009 Study Circle Meeting on Mr. Dhananjay Shukla,Self Empowerment through Hypnosis Mr. Punit Handa, Mr. Deepak Jain,Guest Speaker: Ms. Ritu Singh, California Mr. K.K.Singh &Hypnosis Institute, New Delhi members & students of the chapter

18.12.2009 Elocution Competition on Company Mr. Dhananjay Shukla,Secretary & Good Corporate Mr. Punit Handa,Governance Practices Ms. Geetanjali S. Kumar,

& Students of the chapter

19.12.2009 Corporate Law Quiz for members Mr. Dhananjay ShuklaMr. Parvesh KhetarpalMr. Punit Handa, Mr. ArvindKohli & Members and Students.

19.12.2009 Investor Awareness programme on Dos and Mr. Dhananjay Shukla,Don’t s in Capital Market Mr. Punit Handa, & Mr. SunilGuest Speakers: Ms. Vandana Bharti, PathakSr. Research Analyst, SMC Group New DelhiMr. Shambhu Mishra, Company Secretary,SMC Group New Delhi

27.01.2010 Study Circle Meeting on Mr. Dhananjay Shukla,FDI & Exchange Control Regulations Mr. Punit Handa,Guest Speaker: Mr. Atul Mittal, Mr. Sunil Pathak,Immediate Past Chairman, NIRC Mr. K.K.Singh & other members

30.01.2010 Academic Development Programme on Mr. Dhananjay Shukla,1.Mortagage and Financing Mr. Sanjiv Dagar, Mr. K.K.Singh,2. Legal Drafting-Commercial Contracts Mr. Kaushal Mahaseth

ATTENTION MEMBERS !!! —E-MAIL ADDRESSES

NIRC is sending regular E-mails/SMS to its members for providing information about its various activities/programs.Members are requested to provide the following updated information to NIRC at E-mail ID : [email protected] of Member : ........................................................... ACS/FCS Number : .....................................................................Mobile Number : .............................................................. E-mail ID : .....................................................................................

News from Chapters


Seminar on “Union Budget—2010-11”

Day & Date : Thursday, the 4th March, 2010Time : 6.00 PM onwards (High Tea : 5:30 pm — 6.00 pm)

Venue : Scope Convention Centre Auditorium, Lodhi Road, New DelhiALL MEMBERS ARE CORDIALLY INVITED

Forthcoming Programs

DELHI STUDY GROUPSFORTHCOMING MEETINGS

Day, Date & Time Program Program VenueCredit Hours

Saturday EAST Zone Study Group Meeting ONE Mother Teresa Public School

20.02.2010, 6.00 PM (Topic will be informed through e-mail) C-Block, Preet Vihar, Delhi

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

21.02.2010, 5.00 PM Compliances under labour laws FD-4, Pitampura (Near Metro Station),

Delhi

Friday SOUTH Zone Study Group Meeting ONE New Friends Club

26.02.2010, 6.00 PM (Topic will be informed through e-mail) Mathura Road, New Delhi

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

27.02.2010, 6.00 PM ‘Discussion On Practical Aspects Of C-60, 3rd Floor, Behind Janak Cinema

Investigation Under Companies Act, 1956’ Janak Puri New Delhi

MEMBERS CRICKET MATCH & FAMILY GET-TOGETHER (PICNIC)

NIRC-ICSI proposes to organize members cricket match & family get-together (PICNIC) in February/March 2010. The exact date and other details will be informed through e-mail.Interested members may send their names to NIRC Office.

PROGRAM CREDIT HOUR : 1

STUDY CIRCLE MEETING OF NIRC - ICSIDay & Date : Friday, 19th February, 2010Time : 6.00 PMTopic : Service Tax-CS ProfessionVenue : New Delhi YMCA Conference Room, Jaisingh Road, New Delhi

PROGRAM CREDIT HOUR : 1


Corporate Membership

CORPORATE MEMBERSHIP FOR PROFESSIONAL PROGRAMSThe concept of Corporate Membership for Professional Development Programs, as started by NIRC, is well appreciated andacknowledged by the members and corporates as it is convenient to make payment/take approval at onetime to attenddifferent Professional Development Programs during the year.The Corporate Membership will continue for the financial year 2010-2011. Members are invited to opt for CorporateMembership for Professional Development Programs for the financial year 2010-2011 (April 2010 to March 2011) at thefollowing fee structure (as was in the year 2009-10).

S. No. Particulars Up to 31.03.2010 After 31.03.2010

1. For Members Rs. 6,500/- Rs. 7,500/-(Rs. 7,000/- for PCS)

2. For Non-Members/ Corporates Rs. 7,500/- Rs. 9,000/-

Members of this group shall be entitled to the following benefits.(i) To attend all the paid programs (except residential programs) organised by NIRC free of charge throughout the year.(ii) Free Membership of all study groups.(iii) Free subscription to the monthly publication of NIRC-ICSI Newsletter for the Member Organisation.(iv) The member may depute some other officer only from his/her organisation with authorisation and certifying that the

nominated person is from his/her organization.(v) Credit hours will not be given to those members who joins the programs after 11.00 a.m.

FOLLOWING PROGRAMS WERE ORGANISED BY NIRC FOR CORPORATEMEMBERS FREE OF CHARGE/CONCESSIONAL FEE DURING 2009-10 (TILL DATE)

Date Name of the Program Venue

25.04.2009 One day Seminar on Corporate Intelligence, Cyber Crime and Data Protection New Delhi

23.05.2009 One day Seminar on Cross Border Investments - Recent Regulatory Responses New Delhi

25.07.2009 One day Seminar on Living in Balance New Delhi

22.08.2009 Seminar on Direct Taxes Code, 2009 New Delhi

22.08.2009 Chandigarh State Conference on Global Challenges & Emerging Opportunities Chandigarh

5-6.09.2009 Rajasthan State Conference on Professional Avenues in Changing Business Dynamics Jaipur

26.09.2009 Seminar on Business Due Diligence New Delhi

24.10.2009 One day Seminar on Appearance before quasi Judicial Authorities -

Professional Avenues for CS New Delhi

28.11.2009 One day Seminar on Insurance and Risk Management - Compliance and Corporate

Social Responsibility New Delhi

19.12.2009 One day Program on Limited Liability Partnership New Delhi

30.12.2009 New Year Eve Celebration for Members & theire Families New Delhi

16.01.2010 Seminar on Changing Contours of Corporate Laws and Emerging Professional Avenues New Delhi


FORM OF CORPORATE MEMBERSHIP

FOR PROFESSIONAL DEVELOPMENT PROGRAMS

FINANCIAL YEAR 2010-2011

(1) Name of Nominated Person :..................................................................................................

(2) Membership No (ACS/FCS) :..................................................................................................

(3) Corporate Membership No. of NIRC :..................................................................................................(For existing members only)

(4) Sponsoring Organisation :..................................................................................................

Telephone ....................... Fax ..................................

Mobile............................................................................

E-mail .................................................................

(5) Residential Address of Nominee :..................................................................................................

.......................................................................................

Telephone .............................................................................

(6) Details of Payment of Fee Cash/Cheque/DD No/ .............................dated............................

Bank .................................. Amount ......................................

(7) Area of Interest for active contribution : (a) Contribution as Speaker on professional topicsin different activities of NIRC (b) Students Career Awareness Programs(Please tick ) (c) Oral Coaching faculty

(d) Presentation to SMTP participants(e) Funds Raising/Sponsorships(f) To undertake research job on various professional topics.

(8) Any other information/suggestion :..................................................................................................

..................................................................................................

Date : ........................... Signature

Note : Cheque/DD to be issued in favour of “NIRC of the ICSI” and sent to Executive Officer, NIRC of ICSI, 4Prasad Nagar Institution Area, New Delhi.

Corporate Membership

EARLY BIRD INCENTIVE

NIRC is pleased to announce Early Bird cash Incentive of Rs. 1,000 by charging Fee of Rs. 6,500 only from Memberswho enrol for Corporate Membership for the year 2010-2011 upto 31.03.2010.

Documents

February, 2010 3 NIRC-ICSI Newsletter · 2010-05-31 · February, 2010 3 NIRC-ICSI Newsletter ... [email protected] ... SMTP & Placement Committee Ms. Ashu Gupta [email protected]