Volume No.

XXIV
Student Company Secretary ISSN 0972-2874
August 2007

8
EDITORIAL CENTRAL COUNCIL ANNUAL SUBSCRIPTION Rs. 50
ADVISORY BOARD MEMBERS SINGLE COPY Rs. 5.00
Chairman President
Edited, printed and published by
S. Balasubramanian Preeti Malhotra(Ms.)
N.K. Jain for the Institute of
Vice-President
Members Company Secretaries of India,
Keyoor Bakshi
(In alphabetical order) 'ICSI House', 22, Institutional
Ajit Yadav Members Area, Lodi Road,
Brahm Avatar Agrawal(Dr.) (In alphabetical order) New Delhi - 110003
Girish Ahuja(Dr.) Ananthasubramanian S N Phone : 24617321-24,
G.P. Agrawal Anil Kumar Murarka 24644431-32, 41504444
G R Bhatia Ashok Chandra Grams : Compsec
Lalit Bhasin Biswa Behari Chatterjee Fax : 91-11-24626727
M S Sahoo Ghanshyam Dass E-mail : [email protected]
Narayanaswamy T V Hanumanta Raju Datla Website : http://www.icsi.edu
Nesar Ahmad Harish Kumar Vaid Printed at Daily Tej Pvt. Ltd.
Pradeep Kumar Mittal Lalit Bhasin 8-B, Bahadurshah Zafar Marg,
Raj Kumar Agarwal (Dr.) Narasimhan B New Delhi
RakeshChandra Nesar Ahmad Phone : 42225134, 42225111
Renu Budhiraja(Ms.) Milind B Kasodekar The Institute is not in anyway
S K Verma(Dr. Mrs.) Pradeep Kumar Mittal responsible for the result of
Sanjay Grover S R Bansal any action taken on the basis
Sanjeev Kumar (Dr.) Sanjay Grover of the advertisements
V K. Agarwal Sridharan R published in this Bulletin.
Sudhir Babu C
Editor & Publisher Vinayak S Khanvalkar
N. K. Jain Y S Malik
Secretary & Chief
Executive Officer
N.K. Jain

HIGHLIGHTS
H I G H L I G H T S

l From the President 03

l Academic Guidance 05
l Legal World 15
l Student Services 18
l Students Quiz 26
Prize Winners 26
l News and Announcements 29
l Schedules of SMTPs/ADPs 33
l Schedule of TOPs 34
l NIIT Presents Exclusive Programs for ICSI Students 40

Student Company Secretary 1 August 2007

 Training Orientation Programme

As per Company Secretaries Regulations, 1982 (amended the significance and methodology of training, business
from time-to-time) every student apart from passing the final environment, corporate culture, communication and
examination of the Institute is also required to possess the behavioural aspects. Keeping in view the above factors, the
practical experience and undergo practical training or be Council of the Institute has decided that students requiring to
exempted therefrom before becoming eligible to the Associate undergo training should compulsorily attend five days Training
Membership of the Institute. Students who do not possess Orientation Programme (TOP) before they are sponsored for
practical experience are required to undergo compulsorily 15 training. It has also been decided that henceforth students
months Management/Apprenticeship training. will be sponsored for training in the companies or with company
Most of the students commencing training are not aware of secretaries in practice as per the following schedule.

Activities Session1 Session 2 Session 3 Session - 4

Registration of students January 1 to March 01 to June 01 to September 01 to
for 15 months Training January 10 March 10 June 10 September 10
Organisation of TOP January 15 to March 15 to June 15 to September 15 to
January 24 March 24 June 24 September 24
Campus Interview January 25 to March 25 to June 25 to September 25 to
January 31 March 31 June 30 September 30
Commencement of February 01 April 01 July 01 October 01
Training Onwards Onwards Onwards Onwards
Completion of April 30* June 30* September 30* December 31*
Training Next Year Next Year Next Year Next Year
* If the student avails extra leave, the training will be extended accordingly.
Training Orientation Programme is a part of the 10. Usefulness of reading newspapers
Management/Apprenticeship training and is based on Guru 11. Self-assessment
Shishya Parampara. Training Orientation Programme will not SWOT analysis
only expose the students to the business environment and Career prospects
corporate functioning but would also help them in acquiring
Personality
the desired skill and confidence.
12. Writing of curriculum vitae
The Regional Councils will organize the Training Orientation
Programme from 15th to 24th of the four fixed months i.e. 13. Interview Techniques
January, March, June & September. 14. Career Planning
For effective interaction and participation, not more than 15. Computer-Internet/E-mail
40 students would be enrolled in each TOP. A fee of Rs. 400/ 16. File management
- per participant will be charged. 17. Organisation structure, role and functioning of Competition
The following topics will be included in the programme : Commission of India, CLB/NCLT, ROC, Stock Exchange,
SEBI, RBI, DRT
1. Importance of Training
18. Usefulness of Professional Development Programmes.
2. Personality Development- Dress Code & How to carry
oneself 19. Code of Conduct
20. Future Prospects
3. Time Management
For helping the students to identify Companies or Company
4. Meaning of Professionals
Secretaries in practice for undergoing training, the Regional
5. Office Culture Councils would also arrange Campus Interviews, immediately
6. Communication Skill on conclusion of each TOP for on-the-spot selection of
Writing ability candidates. Such Campus Interviews will be organized during
Drafting of letters the four fixed months from March 25 to 31; June 25 to 30;
Speaking ability September 25 to 30 and January 25 to 31.
All students intending to commence Management/
7. Group discussion, Drafting of Minutes, Notices,
Apprenticeship training are advised to contact the respective
Resolutions etc.
Regional Councils for enrolling themselves for TOP. Only on
8. How to qualify professional examination successful completion of TOP, students would be sponsored
9. Managing under crisis for training by the Institute.

Student Company Secretary 2 August 2007

 From The President

If the mind is intensely eager,

everything can be accomplishedmountains can be
crumbled into atoms.
Swami Vivekananda

Dear students,

An American judge of 19th Century, Oliver Wendell Holmes said to be master of any
branch of knowledge, you must master those that lie next to it. Friends, in the quest for
professional excellence, technical know-how or functional knowledge is no longer the
only thing that matters. Corporates in the dynamic global environment, require professionals
who are not only equipped in terms of knowledge and professional competence, but also possess soft skills enabling
them to gain a competitive edge. Corporates want to hire, retain and promote those professionals, who rank high with
good soft skills and virtuous personality. Professional skills are a must, but they are not sufficient when it comes to
progressing up the corporate ladder.

A skill is ability, a proficiency to deliver value. A professional skill is in the form of knowledge or proficiency acquired
through rigorous study and practice. The knowledge may be legal, accounting, financial, managerial, procedural and
so on. A professional skill is ability to deliver value through professional work and service. It needs to be constantly
updated, enlarged and supported by knowledge in other related disciplines. A real professional does not merely
remain a worker or a mason; he becomes an architect of values. This is through continuous development of skills,
knowledge and proficiency.

Soft skill is an innate/in-born ability to influence others for the good of all. It is an ability- that is participative while
being co-creative, an interpersonal skill that makes both sides happy and enthusiastic to perform a given task or
achieve a cherished objective. It can nevertheless be developed by observation, training and self-learning. Development
of soft skills requires continuous introspection, hard work, observation, self-effort, rigorous training, willing participation,
SWOT analysis, planned cultivation of good habits, in short, continuous self-discovery inside out! Mastering soft skills
is nothing but the discovery of the vast riches inside and to bring them out so that others also benefit from them. A
professional with soft skills not only enriches others through her professional knowledge and its application. She is
able to enthuse others through her communicative, inter-personal, and group leadership skills. She transmits the
continuous fresh discoveries of the happy riches within her to others with whom she professionally networks. It then
becomes an invincible continuum of achievements for the professional as well as her circle of professional relationships.
The society thus gets enriched when you earn and learn and dissipate soft skills to support your professional skills.

Professional skills may teach one how to meet the expectations of the job, but soft skills teach one to succeed, and
to exceed expectations. Soft skills define ones approach towards work, life, problems, etc. The best part about
mastering them is that the application of these skills is not limited to ones profession, but their scope reaches all
aspects of life. It is the soft skills that allow you to ensure fructification of your professional skills. Superior performance
depends on how well professional handles himself and others around the workspace. Soft skills therefore complement
the professional skills. It is imperative for professionals like Company Secretaries to have wider range of professional
as well as soft skills.

As informed to you earlier, the Institute is making efforts to better equip and strengthen the Regional Councils and
Chapters to render faster, better and user-friendly services to members and students. In this context, I am pleased to
inform you that the new building of the Lucknow Chapter of the Institute was inaugurated on July 29, 2007.
Student Company Secretary 3 August 2007
 From The President
Preparing the new syllabus that will take care of the futuristic needs of a growing profession is a task by itself. The
proposed revision in the syllabus that was published in the draft form in August, 2007 issue of Chartered Secretary
and also hosted on Institutes website for inviting comments and suggestions from various sources received substantive
response and I thank all those who have given suggestions on the draft new syllabus. The Council will consider all the
suggestions in its forthcoming meeting and take the appropriate decision.

I am pleased to inform you that on account of the continuous efforts being made by the Institute, the Devi Ahilya
University, Indore, has accorded recognition to Company Secretaryship qualification as eligible for the purposes of
registering for Ph.D. programme. The consolidated list of Universities which have so far recognised Company
Secretaryship Qualification as eligible for pursuing Ph.D. course along with copies of recognition letters have been
placed on the Institutes website www.icsi.edu.

As you are aware, the 35th National Convention of Company Secretaries is being held on the theme Excellence
Through Business Value Addition on September 20-22, 2007 at B M Birla Auditorium, Jaipur. A brochure containing
details of theme and sub-themes, fee, registration procedure, list of hotels and their tariffs, registration form etc. has
been published in the August 2007 issue of the Chartered Secretary.

I informed you in my previous communication that the Institute has decided to award Academic Development
Programme (ADP) Certificate to the students attending National Convention. Hence such students would be exempt
from attending compulsory ADP and would be deemed to have complied with the requirement of attending 25 hours of
Academic Development Programmes. The students attending the National Convention have also been given concession
in the payment of delegate fee. I advise you to ensure your participation at the Convention as a delegate and benefit
from the deliberations.

To conclude, I would like to reiterate that in the present scenario of stiff competition, professionals are left with no
choice but to add value to their hard skills with soft skills to exhibit their true potential. The ability to develop and use
soft skills can make the difference between a job offer and the enjoyment of a new employment and community
environment. It may be noted that while corporates might put in efforts to inculcate soft skills amongst their employees,
they prefer professionals who are already empowered in the art of communication. Businesses today increasingly
require professionals who can integrate knowledge and skills from multiple sources to address strategic business
issues and help create new innovation-driven business models.

Therefore, it is important for our aspiring professionals to hone the soft skills, which will provide strong practical
orientation to them and help them in building and improving their skills in communication, the effective use of English,
business correspondence, presentations, team building, leadership, time management, group discussions, interviews,
and inter-personal skills. While professional skills may open the door of opportunity, soft skills keep you in the drivers
seat.

With best wishes,

Yours sincerely,

New Delhi (PREETI MALHOTRA)

August 8, 2007 [email protected]
Student Company Secretary 4 August 2007
 Academic Guidance
As John Horseley puts it in a pull out on the Chartered Secretary
ACADEMIC GUIDANCE published by The Independent Financial Review of May 30, 2007,
corporate governance standards produce prophylactic legislations that
FINAL COURSE tend to respond to highly visible concerns and to public outrage, leaving
a number of larger issues unresolved. The narrow focus of the
SarbanesOxley Act, for example, fails to address the wider public
FOREX AND TREASURY MANAGEMENT policy agenda such as an increase in the legal threat to defer
(STUDY IV) acquiescence in managerial fraud. It also does not address the
structural conflicts that cause herding, analyst bias and an excessive
FINANCIAL FRAGILITY AND PONZI market bias towards optimism.
FINANCE1 The market model and legislative model that collectively focus on
compliance and accountability are increasingly being seen as
When you organize corporate finance, you look at different current detrimental to efficiency and performance of public companies.
sources in relation to the needs of your company, the purpose of finance
The misfortune is that corporate governance is still seen as a
and the pros and cons of the various sources available. Currently,
construct developed in response to the excesses, self-interest and
because of globalization of business, financial management is
fraudulent managerial behaviours and ineffective boards in the late
changing in a very dynamic and volatile manner. Fundamentals at the
1980s and early 1990s. As Horsely concedes, it is useful to revisit
corporate level are also in a state of flux as the fundamentals at the
the core of corporate governance and identify its defining elements. It
macro, global levels are. One needs to understand not only the macro
began as a reworking of traditional corporate law concepts, tied to a
fundamentals, but also the fundamentals at the corporate level. How
20th century focus on accountability and transparency.
does one go about this especially in the current fluid scenario? You
may find the answers in the following paragraphs. One needs to develop The UK response has been the combined code, framed around
awareness of the things as they are happening at the global stage, as the philosophy of the Cadbury Report. It emphasizes reporting,
companies cannot remain aloof from the financial phenomena at the structures and processes, with guidelines that need to be followed on
global level. All economies are now integrating fast with the world a Comply or explain basis. It is characterized as a principle-based
dynamics. model aimed at increasing performance by way of conformance. It
has been built up by a plethora of official reports Hampel, Greenbury,
Hyman Minsky, American economist, examines the micro
Smith, Turnbull, Higgs that have created a comprehensive reporting
fundamentals, in contrast to macro fundamentals such as, exchange
and operational framework, both for the board room and for
rates, current account balances and interest rates. Micro fundamentals
management.
also assume importance the balance sheets of companies, banks
and investment bodies. While currency speculators fanned the fires The significant US contribution has been market-driven shareholder
of the Asian Financial crisis, these fires were originally lit by weak activism. It was initially a reaction to management abuses of the late
balance sheets of banks and companies in the region. 1980s takeover era. Institutional shareholders exercised voting power
with increasing effect in the early 1990s, with organizations like
Minsky developed a theory of financial fragility. It shows that the
Institutional Shareholder Services (ISS) and California Public
periodic financial crises are part of the logic of the economy rather
Employees Retirement Fund (Cal PERS) leading the way by calling
than the result of external shocks. Thus, financial crises are
boards and management to account. The UK had focus on official
endogenous rather than exogenous.
reports while the US had its focus on market responses. Together the
Balance Sheet Analysis UK and the US may be considered to have had the focus on a re-
Balance sheets and cash flows go through three stages he terms balancing of power among management, the board and directors.
them as hedge finance, speculative finance and ponzi finance. In Innovative financing arrived in the era of hostile takeovers with the
the hedge finance stage, the cash flows generated from operations use of highly leveraged structures and junk bonds. [A junk bond is
are enough to meet all financial obligations of a company. But as the rated BB or lower because of its high default risk and carries a high
economy grows, companies tend to take more risks. They move to yield. It is also called a speculative bond]. Junk bonds arrived as a
the second stage speculative finance. Here, their cash flow is financing mechanism for new ventures.
enough to cover only debt (interest) segments; the actual debt is rolled
Private Equity
over rather than repaid. Then there is the final stage of ponzi finance.
When the cash generated from operations is not enough to cover Private equity (PE) funds are playing an increasingly important
interest payments, the company either has to borrow more or sell off role in the US, UK, Europe and Australia. Worldwide, PE funds manage
its assets to service its debt. approximately US$ 1 trillion in finance and are responsible for one
Ponzi Finance is the last stage before a financial crisis and, after quarter of global M & A activity. Approximately two-thirds of the total
the crisis, companies go back to the first stage of hedge finance. The capital invested in funds is managed by buyout funds, where leverage
process starts all over again. can multiply the investment size by three to four times the base capital.
This analysis provides some understanding of the times we live in. (John Horsley)
There are several leveraged buyouts, hedge funds and private equity The largest private equity deal that has been recorded occurred in
funds are making the headlines. All these constitute an arbitrage February 2007 with the US$45 billion purchase of Texas Utilities (TXU)
between the credit market and other asset markets. They borrow at by two private equity firms-Kohlberg Kranis Roberts & Co and Texas
very low interest rates in one market and use the money to buy in Pacific Group, for $ 32.3 billion in cash and the balance in debt.
another market (be it company or other asset class). A lot of risk is
parceled out and sold to investors across the world through synthetic PE avoids public scrutiny. The normal access rights to public
securities. This looks a lot like ponzi finance, at the macro level. companies investor briefings, road shows, shareholder meetings,
are conspicuous by absence. So, too, is the compliance agenda of
Governance Issues corporate governance. The strategic choices of PE firms are also
What issues arise out of these developments at macro level for different from those of public companies. They do not invest heavily
corporate governance to solve? or expand production capacity. They achieve repayment of borrowed
funds from the sale of surplus or non-core assets. They get attracted
1. Prepared by B.K. Kulkarni, Director (Academics and Professional Development), to companies with stable and high cash flows so as to be able to
The ICSI. service and repay borrowed funds.
Student Company Secretary 5 August 2007
 Academic Guidance
PEs are either buyout funds or venture capital funds. Buyout funds Market, after all, is a queer mix of optimists and pessimists. It is on
are sometimes known as leveraged buyout funds. Venture capital has account of the existence of both that market comes into existence.
become almost synonymous with investing in the IT sector. In the Pessimist funds expect a shakeout in financial markets. They expect
boom years of 1999 and 2000 venture capital funds raised nearly US that corporate profits, which have been galloping upwards for years,
$ 160 billion for IT sector. will level off or start falling. Indian stock markets could fall 20 per cent.
However, equilibrium would be restored at a somewhat lower level of
US Mortgage Crisis
corporate profitability and lending. Jim Reid of Deutsche Bank says
After we saw the Asian crisis a decade ago born out of imprudent while the fundamentals, such as global growth and corporate balance
lending booms to Thailand and Korea, today, a similar financial crisis sheets, are at their best for arguably, decades, the technicals are as
is brewing in the US mortgage market. This has followed the ten-year bad as we have ever known them, and arguably the worst in the era of
housing boom in the US that lulled mortgage lenders into complacency. leveraged finance. Never has so much money been thrown at and
The mortgage lenders in the US started lending 100 per cent of the been levered up in credit, and never has there been such a liquid
value of a house to persons with poor credit histories. They teased derivatives market to hedge risk.
borrower by lower interest rates inducing them to borrow. The interest
An awareness of such happening phenomena helps one in proper
rates rose sharply taken the situation subsequently changed. House
management of corporate finances by tapping the right sources for
prices started falling. Effective interest rates rose. Sub-prime borrows
the right applications of funds.
started defaulting. Lenders could repossess the house that could fetch
much less than the outstanding loans. Possibility rose that a modest
rise in defaults could break the lender. BANKING AND INSURANCE LAW AND PRACTICE
New Financial products
(STUDY IX)
The problem is not limited to incautious lenders. Recent financial
innovations have produced new financial products that can infect a RECENT BANKING DEVELOPMENTS IN
huge range of investors, points out Swaminathan S Anklesaria Aiyar
in TOI (05.08.07). Housing loans no longer stayed on the books of the INDIA2
mortgage lender. They were sliced into small pieces, clubbed together The financial sector reforms initiated during the early 1990s had
with medium and high quality loans and sold to investors as high- their influence on the Indian banking sector as well. The Reserve Bank
interest package. Hedge funds, private equity funds and many other of India has been consistently working to ensure that such reforms
specialist funds bought these loans. are applied to Indian Banking in a gradual and non-disruptive manner.
The idea was to spread the default risks among more financiers Persistent efforts have been made towards establishment of an
and to lower the danger to the original lender. But many owners at the enabling regulatory framework with prompt and effective supervision
new financial products have no idea how much dubious much they as well as development of technological and institutional infrastructure.
own. Theory tells us that all financial products are supposed to be No stones are being left unturned in order to ensure that the Indian
valued at market price. A falling market price is supposed to give financial system comes in line with the global standards.
advance warning of troubles ahead. The problem is that many new Statutory Pre-emptions
financial products are hardly traded, and so are valued only at face
value. When a fund in distress tries to sell, it suddenly finds that it can In the pre-reforms era, the Indian banking system operated with a
get only half the face value. Thus huge losses can arise without a high level of Cash Reserve Ratio (CRR) and Statutory Reserve Ratio
warning and can kill a fund. (SLR), reflecting the high level of statutory preemptions, in the form of
both the Cash Reserve Ratio (CRR) and the Statutory Liquidity Ratio
Mr. Aiyar points out that the problem is worse in the case of (SLR), reflecting the high level of the countrys fiscal deficit and its
derivatives and other complex financial instruments that are traded in high degree of monetisation. Recently, banks witnessed the lowering
trillions. Hedge funds and private equity funds trade in derivatives of both the CRR and SLR. The statutory minimum of 25 per cent for
across the world escaping regulation by any central bank. This enables the SLR was reached as early as 1997, and the Reserve Bank is
them to borrow very heavily to invest in opaque [non-transparent] continuing to bring down the CRR to the statutory minimum level of
derivatives. This is very profitable when markets are rising, but can be 3.0 per cent, the CRR of the Scheduled Commercial Banks (SCBs) is
ruinous when markets fall, Mr. Aiyar analyzes. An economic boom for currently placed at 5.0 per cent of NDTL (net demand and time
several years creates the illusion that business risks have been lowered liabilities). The Union Budget, 2005-06 proposed to remove the limits
permanently, that big loans on easy terms can be made to persons on the SLR and CRR aimed at providing freedom to Reserve Bank in
earlier viewed as non-creditworthy. When situation changes, the the conduct of monetary policy and also lend further flexibility to the
expectations are belied. banking system in the deployment of resources.
Two hedge funds run by Bear Stearns, a US investment bank Interest Rate Structure
suddenly went bust because they had invested in the sub-prime market. One of the key features of financial sector reforms has been the
Bear Stearns stopped investors withdrawing money from a third fund. deregulation of interest rates resulting in improving the competitiveness
Meanwhile, the 10th largest US mortgage company, American Home of the financial environment and strengthening of the transmission
Mortgage, ran out of cash. The sub-prime mortgage crisis spread mechanism of monetary policy. Sequencing of interest rate deregulation
across the Atlantic, hitting IKL, a German Bank, which had to be has also enabled better price discovery and imparted greater efficiency
rescued by the German Government. Two funds run by Australias to the resource allocation process.
Macquarie Bank lost a quarter of their value. Thus, what started as a Interest rates have now been largely deregulated except in the
US problem, became global. The price of financial companies and case of: (i) savings deposit accounts; (ii) non-resident Indian (NRI)
products fell sharply everywhere hard-hitting especially some hedge deposits; (iii) small loans up to Rs.2 lakh; and (iv) export credit.
funds.
After the interest rate deregulation, banks became free to determine
The biggest MNCs, who need billion-dollar loans for acquisitions their own lending interest rates. As advised by the Indian Banks
and re-financing, suddenly find that cheap credit has dried up. Deals Association (a self-regulatory organisation for banks), commercial
involving giants like Cadbury may be postponed or re-priced. Indian banks determine their respective BPLRs (benchmark prime lending
companies are likely to face the same heat. rates) taking into consideration: (i) actual cost of funds; (ii) operating
Yet, there are optimist hedge funds that are buying distressed assets
at discounted values hoping to make a big profit when markets recover. 2. Compiled by Saurabh Jain, Education Officer, The ICSI .

Student Company Secretary 6 August 2007

 Academic Guidance
expenses; and (iii) a minimum margin to cover regulatory requirements In order to assess the impact of Basel II adoption in various
of provisioning and capital charge and profit margin. These factors jurisdictions and re-calibrate the proposals, the BCBS is currently
differ from bank to bank and feed into the determination of BPLR and undertaking the Fifth Quantitative Impact Study (QIS 5). India is a
spreads of banks. participant in the study, and has selected 11 banks which form a
Public Sector Banks have been allowed to raise capital from through representative sample for this purpose. These banks account for 51.20
the equity route up to 49% of their paid-up capital. In order to make per cent of market share in terms of assets. They have been advised
Indian banking more competitive, the entry of private banks and to familiarise themselves with the QIS 5 requirements to enable them
branches of foreign banks, joint-venture banks and insurance to participate in the exercise effectively. The Reserve Bank is currently
companies have been further liberalized. The Foreign Direct Investment focusing on the issue of recognition of the external rating agencies for
(FDI) route has been thrown open for foreign investments in the financial use in the Standardised Approach for credit risk.
sector. Banks have been granted permission to diversify product The implementation of the New Capital Adequacy Framework
portfolio and business activities. The transparency and disclosure requires a well-established risk management system. It has been
standards have been enhanced to meet international standards in an observed that most of the banks are willing to migrate to Basel II
ongoing manner. Banks would be allowed to migrate only with the specific approval of
Prudential Regulation the supervisor, after ensuring that they satisfy the minimum
It was in 1992 that Prudential norms related to risk-weighted capital requirements specified in the Framework, not only at the time of
adequacy requirements, accounting, income recognition, provisioning adoption/migration, but on a continuing basis. Hence, banks desirous
and exposure were introduced. The RBI has been consistently making of adopting the advanced approaches need a stringent assessment
efforts to ensure that these norms are brought up to international of their compliance with the minimum requirements before they migrate
standards. to Basel II.
Efforts have also been made to strengthen risk management Exposure Norms
through recognition of different components of risk, assignment of The Reserve Bank has prescribed regulatory limits on banks
risk-weights to various asset classes, norms on connected lending exposure to individual and group borrowers to avoid concentration of
and risk concentration, application of the mark-to-market principle for credit, and has advised banks to fix limits on their exposure to specific
investment portfolios and limits on deployment of funds in sensitive industries or sectors (real estate) to ensure better risk management.
activities. In addition, banks are also required to observe certain statutory and
Keeping in view the Reserve Banks goal to achieve consistency regulatory limits in respect of their exposures to capital markets.
and harmony with international standards (Basel II) it has been decided Asset-Liability Management
that at a minimum, all banks will adopt Standardized Approach for
Credit risk and Basic Indicator Approach for operational risk with effect The Reserve Bank of India has issued the guidelines on Asset-
from March 31, 2007. After development of adequate skills, at both Liability Management (ALM) to serve as a benchmark for banks to
bank and supervisory level, some banks shall be allowed to migrate establish an integrated risk management system. However, banks are
to the Internal Ratings-Based (IRB) Approach. Banks have also been allowed to develop their own systems compatible with type and size of
advised to formulate and operationalise the Capital Adequacy operations as well as risk perception and put in place a proper system
Assessment Process (CAAP) as required under Pillar II of Basel II. for covering the existing deficiencies and the requisite upgrading.
It is mandatory for banks to maintain a minimum CRAR (capital to Detailed guidelines have also been issued by the RBI on the
risk weighted assets ratio) of 9 per cent on an ongoing basis. The management of credit risk, market risk, operational risk, etc.
capital requirements are uniformly applied to all banks, including foreign The Banks are drawing up a comprehensive credit rating system
banks operating in India, by way of prudential guidelines on capital for undertaking a credit risk assessment on a half yearly basis and
adequacy. pricing of loans on the basis of risk rating. Some banks stipulate a
Some of the other regulatory initiatives relevant to Basel II that quantitative ceiling on aggregate exposures in specified risk categories,
have been implemented by the Reserve Bank are: analyse rating-wise distribution of borrowers in various industries, etc.
Ensuring that banks have a suitable risk management frame- For assessing market risk, almost all banks have an Asset-Liability
work oriented towards their requirements and dictated by Management Committee which articulate market risk management
the size and complexity of their business, risk philosophy, policies and procedures, and have undertaken studies of behavioural
market perceptions and expected level of capital. maturity patterns of various components of on-/off-balance sheet items.
Introducing Risk-Based Supervision (RBS) in select banks NPL Management
on a pilot basis. Banks have an array of options for disposal/recovery of NPLs (non-
Encouraging banks to formalise their CAAP in alignment with performing loans). Banks resolve/recover their NPLs through
their business plan and performance budgeting system. This, compromise/one time settlement, filing of suits, Debt Recovery
together with the adoption of RBS, should aid in fulfilling the Tribunals, the Lok Adalat (peoples court) forum, Corporate Debt
Pillar II requirements under Basel II. Restructuring (CDR), sale to securitisation/reconstruction companies
Expanding the area of disclosures (Pillar III) so as to achieve and other banks or to non-banking finance companies (NBFCs). The
greater transparency regarding the financial position and risk promulgation of the Securitisation and Reconstruction of Financial
profile of banks. Assets and Enforcement of Security Interest (SARFAESI) Act, 2002
and its subsequent amendment have strengthened the position of
Building capacity to ensure the regulators ability to identify
creditors. Another significant measure has been the setting-up of the
eligible banks and permit them to adopt IRB/Advanced Meas-
Credit Information Bureau for information sharing on defaulters and
urement approaches.
other borrowers. The role of Credit Information Bureau of India Ltd.
The Reserve Bank has set up a Steering Committee comprising (CIBIL) in improving the quality of credit analysis by financial institutions
senior officials from 14 banks (public, private and foreign) for ensuring and banks need hardly be over emphasised. With the enactment of
that migration to Basel II is done in a non-disruptive manner, and a the Credit Information Companies (Regulation) Act, 2005, the legal
consultative and participative approach has been adopted for both framework has been put in place to facilitate the full fledged
designing and implementing the New Framework. The draft guidelines operationalisation of CIBIL and the introduction of other credit bureaus.
on implementation of the New Capital Adequacy Framework have been
issued to banks on the basis of recommendations of the Steering Board for Financial Supervision (BFS)
Committee. The Reserve Bank has set up an independent Board for Financial
Student Company Secretary 7 August 2007
 Academic Guidance
Supervision (BFS) as the apex supervisory authority for commercial l Growth in money supply (M3) at 21.6 per cent on a year-on-
banks, financial institutions, urban banks and NBFCs. The Board year basis on July 6, 2007 was above the projected trajectory
focuses on offsite and on-site inspections and on banks internal control of 17.0-17.5 per cent indicated in the Annual Policy State-
systems. Offsite surveillance has been strengthened through control ment for 2007-08 and higher than 19.0 per cent a year ago.
returns. The role of statutory auditors has been emphasised with l The year-on-year increase in aggregate deposits of sched-
increased internal control through strengthening of the internal audit uled commercial banks (SCBs) at 24.4 per cent (Rs.5,31,881
function. Implementation of the Core Principles for Effective Banking crore) up to July 6, 2007 was higher than 20.9 per cent
Supervision has been further strengthened. The supervisory rating (Rs.3,77, 392 crore) a year ago.
system under CAMELS has been established, coupled with a move
l The year-on-year non-food credit growth of SCBs at 24.4
towards risk-based supervision. Steps have been taken to strengthen
per cent (Rs.3,67,258 crore) on July 6, 2007 was lower than
corporate governance through enhanced due diligence on important
32.8 per cent (Rs.3,70,899 crore) a year ago.
shareholders, and fit and proper tests for directors.
l The total overhang of liquidity under the LAF, the MSS and
A scheme of Prompt Corrective Action (PCA) has been put in place cash balances of the Central Government taken together de-
for attending to steadily deteriorating banks. Three financial indicators, clined from an average of Rs.97,449 crore in March 2007 to
viz. capital to risk-weighted assets ratio (CRAR), net non-performing Rs.72,823 crore on July 27, 2007. An assessment of the total
assets (net NPA) and Return on Assets (RoA) have been identified liquidity overhang, however, should also reflect the transfer of
with specific threshold limits. When the indicators fall below the Rs.35,351 crore from the Central Government to the Reserve
threshold level (CRAR, RoA) or go above it (net NPAs), the PCA Bank during this period on account of transfer of shares from
scheme envisages certain structured/discretionary actions to be taken the Reserve Bank to the Central Government.
by the regulator.
l During the first quarter of 2007-08, financial markets experi-
In case the CRAR falls below the trigger point the banks may be enced sizeable fluctuations in liquidity and attendant epi-
required to submit and implement a capital restoration plan, restrict sodes of volatility in the money market with overnight rates
expansion of risk weighted assets, restrict entry into new lines of in the call, market repo and collateralised borrowing and lend-
business, reduce/skip dividend payments, and undertake ing obligations (CBLO) segments displaying close co-move-
recapitalisation. ment.
In case the RoA falls below the trigger level, the banks may be l Banks had generally increased their deposit rates by about
required to restrict access/renew costly deposits and CDs, take steps 25-50 basis points across various maturities between March
to increase fee-based income and to contain administrative expenses, 2007 and June 2007, but reduced them during July 2007,
restrict entry into new lines of business, restrict borrowings from the especially in the shorter maturities. The majority of public
inter bank market, etc. sector banks (PSBs) adjusted their deposit rates upwards
In the case of increasing net NPAs, banks may be required to by10-25 basis points on maturities above one year, particu-
undertake a special drive to reduce the stock of NPAs and contain the larly at the longer end.
generation of fresh NPAs, review the loan policy of the bank, take l By the beginning of the current financial year, several banks
steps to upgrade credit appraisal skills and systems and to strengthen had drawn down holdings of statutory liquidity ratio (SLR)-
follow-up of advances, introduce a loan review mechanism for large eligible securities close to the statutory floor. Exclusive of
loans, follow up suit filed/ decreed debts effectively, put in place proper liquidity adjustment facility (LAF) operations, however, banks
credit risk management policies/processes/procedures/prudential investments in Government and other approved securities
limits, reduce loan concentration, etc. increased by Rs.27,331 crore during the current year so far
(up to July 6,2007) as compared with an increase of Rs.751
BANKING AND INSURANCE-LA
INSURANCE-LAWW AND crore in the corresponding period of the previous year.
l Gross market borrowings (dated securities and 364-day
PRACTICE/FINACIAL, TREASURY AND
TREASURY Treasury Bills) of the Central Government during 2007-08 at
FOREX MANAGEMENT Rs.85,628 crore up to July 27, 2007 (Rs.70,813 crore a year
ago) constituted 45.4 per cent of the budget estimates while
FIRST QUARTER REVIEW OF ANNUAL STATEMENT OF MONETARY POLICY net market borrowings at Rs.46,047 crore (Rs.34,822 crore)
FOR THE FINANCIAL YEAR 2007-20083 constituted 42.0 per cent of the budget estimates.
Dr. Y. Venugopal Reddy, Governor RBI, presented the First Quarter External Developments
Review of Annual Statement on Monetary Policy for the Year 2007-08
l During the first two months of 2007-08, export growth rose
on 31st July 2007. Some of the major highlights of the review are
to 20.2 per cent from 19.2 per cent in the corresponding
discussed as under.
period of the previous year. Imports also posted a sharp rise
Domestic Developments of 33.0 per cent as compared with 16.9 per cent in the corre-
l Real GDP growth during the quarter January-March 2007 is sponding period of the previous year.
placed at 9.1 per cent as against 10.0 per cent in the corre- l Non-POL imports rose by 47.3 per cent whereas oil imports
sponding quarter a year ago and real GDP growth for the remained broadly stable at the level recorded a year ago. As
year 2006-07 is revised upwards from 9.2 per cent to 9.4 per a result, the merchandise trade deficit widened to US $ 13.3
cent. billion during April-May 2007 from US $ 8.2 billion in April-
l Inflation, measured by variations in the wholesale price in- May 2006.
dex (WPI) on a year-on-year basis, declined from 5.9 per
l As on July 20, 2007 Indias foreign exchange reserves in-
cent at end-March 2007 to 4.4 per cent as on July 14, 2007.
creased by US $ 22.9 billion over their end-March 2007 level
l The average international price of the Indian crude oil bas- to US $ 222.0 billion.
ket increased from US $ 56.2 per barrel in January-March
2007 to US $ 66.2 per barrel in April-June 2007 and to around l During April-June 2007, the rupee appreciated by 6.63 per
US $ 73.5 per barrel on July 27, 2007. cent against the US dollar, by 5.19 per cent against the euro,
by 4.41 per cent against the pound sterling and by 10.44 per
3. Compiled by V.P. Sharma, Joint Director, The ICSI. cent against the Japanese yen.

Student Company Secretary 8 August 2007

 Academic Guidance
Global Developments International food and energy prices are likely to settle at
l According to the World Economic Outlook (WEO) of the In- higher levels than before with indications that the sharp
ternational Monetary Fund (IMF) released in April 2007, glo- acceleration recorded in 2006 will not reverse. In addition,
bal real GDP growth was expected to decline from 5.4 per there are risks emanating from the developments in global
cent in 2006 to 4.9 per cent in 2007 and 2008. The update of financial markets.
the WEO released in July 2007 has revised this estimate Stance of Monetary Policy for the Remaining Period of
upwards to 5.5 per cent for 2006 and its forecast for 2007 2007-08
and 2008 to 5.2 per cent. l The projection of real GDP growth in 2007-08 at around 8.5
l Globally, headline inflation has picked up in the wake of in- per cent, as set out in the Annual Policy Statement of April
crease in commodity prices and core inflation has also gen- 2007, is retained, barring domestic or external shocks.
erally remained firm. The inflation outlook remains a matter l The outlook for inflation in 2007-08 remains unchanged.
of concern on account of energy and other commodity prices,
Accordingly, holding headline inflation within 5.0 per cent in
increased capacity utilisation rates in developed and major
2007-08 assumes priority in the policy hierarchy; while
emerging economies and the impact of rising wages on in-
reinforcing the medium-term objective to condition policy and
flation in advanced industrial economies.
perceptions to reduce inflation to 4.0-4.5 per cent on a
l Perceptions of inflation pressures ahead have prompted sustained basis.
monetary authorities generally to persevere in withdrawing
monetary accommodation. The central banks that have tight- l For the purpose of monetary policy formulation, the Annual
ened their policy rates include the ECB; the Bank of Eng- Policy Statement of April 2007 projected growth of money
land; the Bank of Japan; the Bank of Canada; the Reserve supply (M3) at around 17.0-17.5 per cent for 2007-08 in
Bank of Australia; the Reserve Bank of New Zealand; the consonance with the outlook on growth and inflation.
Peoples Bank of China; the Bank of Korea; the Banco de Consistent with the projections of money supply, the growth
Mexico; and the Banco Central de Chile. Some central banks, in aggregate deposits in 2007-08 was placed at around
such as China and Korea, have used supplementary meas- Rs.4,90,000 crore while non-food credit including investments
ures for tightening, besides increasing the key policy rates in bonds/debentures/shares of public sector undertakings
such as increases in reserve requirements. and private corporate sector and commercial paper (CP) was
projected to decelerate to 24.0-25.0 per cent in 2007-08 from
l In the first half of 2007, emerging markets outperformed the average of 29.8 per cent over 2004-07. While non-food
stocks in developed markets. Foreign investor demand for credit growth has decelerated, the acceleration in money
emerging market assets was reflected in a broad-based rise supply and reserve money warrants an appropriate response.
in inflows into dedicated bond and equity markets of the
EMEs. Emerging market corporate bond issuance in inter- l The global outlook is positive with continuing prospects for
national bond markets rose to a record level in 2006. The strong and stable growth but there are concerns about
exposure of emerging markets to risky financial assets of inflationary pressures worldwide. Monetary authorities are
the mature markets has increased, and therefore, the over- inclined to regard the current levels of real interest rates as
all global financial risks have increased. warranting further withdrawal of monetary accommodation
Overall Assessment and are indicating a preparedness to respond to the manner
in which the inflation scenario evolves. Financial markets
l Domestic economic activity has continued to expand at a have been aggressively re-pricing risks; however, the wide
strong pace and there are indications that the impulses of diffusion of risks and the abundance of liquidity have imparted
growth are getting broad-based. The recent gains in bring- considerable uncertainty. These developments are
ing down inflation and in stabilising inflation expectations necessitating intensified policy monitoring with a policy
should support the current expansionary phase of the growth preference for insulating domestic real activity from these
cycle.
shocks.
l It is, however, necessary to note that demand pressures and
l Monetary policy in India would continue to be vigilant and
cyclical effects persist, mirrored in investment and consumer
demand, monetary and banking aggregates, capacity con- pro-active in the context of any accentuation of global
straints and a widening trade deficit. Financial markets are uncertainties that pose threats to growth and stability in the
reflecting the interplay of these factors, although increases domestic economy. The domestic outlook continues to be
in capital inflows and large changes in liquidity conditions favourable and would dominate the dynamic setting of
are obscuring an accurate assessment of risks, with attend- monetary policy in the period ahead.
ant uncertainty. l It is important to design monetary policy such that it protects
l While there is an abatement of inflation in the recent period, growth by contributing to the maintenance of stability.
upward pressures persist. In this regard, it is essential to Accordingly, while the stance of monetary policy would
carefully monitor developments relating to aggregate sup- continue to reinforce the emphasis on price stability and well-
ply conditions and the supply response to the impulses of anchored inflation expectations and thereby sustain the
demand in the short-term, while stepping up efforts to ex- growth momentum, contextually, financial stability may
pand production capabilities over the medium-term. assume greater importance in the months to come.
l It is also necessary to continuously assess the risks to the l Recent developments in financial markets in India and
inflation outlook emanating from high and volatile international potential uncertainties in global markets warrant a higher
crude prices, the continuing firmness in key food prices and priority for managing appropriate liquidity conditions in the
the uncertainties surrounding the evolution of demand-supply policy hierarchy at the current juncture.
gaps, both globally as well as in India.
l The Reserve Bank will continue with its policy of active
l Risks from global developments continue to persist, demand management of liquidity through appropriate use of
especially in the form of inflationary pressures, re-pricing of the CRR stipulations and open market operations (OMO)
risks by financial markets and danger of downturn in some including the MSS and LAF, using all the policy instruments
asset classes, with implications for EMEs in general. at its disposal flexibly, as and when the situation warrants.
Student Company Secretary 9 August 2007
 Academic Guidance
Barring the emergence of any adverse and unexpected
l 2. In the Companies (Issue of Indian Depository Receipts) Rules,
developments in various sectors of the economy and keeping 2004, hereinafter referred to as the principal rules, for rule 4, the
in view the current assessment of the economy including following shall be substituted, namely:-
the outlook for inflation, the overall stance of monetary policy 4. Without prejudice to the provisions of the Securities and Exchange
in the period ahead will broadly continue to be: Board of India Act, 1992, an issuing company shall not issue
l To reinforce the emphasis on price stability and IDRs unless it satisfies the following conditions, namely:-
well-anchored inflation expectations while ensuring a (a) its pre-issue paid-up capital and free reserves are at least
monetary and interest rate environment that supports export US$ 50 million and it has a minimum average market capi-
and investment demand in the economy so as to enable talization (during the last 3 years) in its parent country of at
continuation of the growth momentum. least US$ 100 million;
l To re-emphasise credit quality and orderly conditions in (b) it has a continuous trading record or history on a stock ex-
financial markets for securing macroeconomic and, in change in its parent country for at least three immediately
particular, financial stability while simultaneously pursuing
preceding years;
greater credit penetration and financial inclusion.
(c) it has a track record of distributable profits in terms of sec-
l To respond swiftly with all possible measures as appropriate
tion 205 of the Companies Act, 1956, for at least three out of
to the evolving global and domestic situation impinging on
immediately preceding five years;
inflation expectations, financial stability and the growth
momentum. (d) it fulfills such other eligibility criteria as may be laid down by
Monetary Measures Securities and Exchange Board of India (SEBI) from time to
time in this behalf.
l Bank Rate kept unchanged at 6.0 per cent.
3. In the principal rules, for rule 5, the following shall be substituted,
l Reverse Repo Rate and Repo Rate under LAF kept
namely:-
unchanged at 6.00 per cent and 7.75 per cent, respectively.
l In view of the current macroeconomic and overall monetary 5(1)(i) No issuing company shall raise funds in India by issuing
and liquidity conditions, it has been decided to withdraw the IDRs unless it has obtained prior written approval from
ceiling of Rs. 3,000 crore on daily reverse repo under the SEBI on an application made in this behalf;
LAF with effect from Monday, August 6, 2007. The Reserve (ii)An application under clause (i) shall be made to the SEBI
Bank, however, retains the discretion to re-impose a ceiling (alongwith draft prospectus or draft letter of offer) at
as appropriate and has the flexibility to conduct repo/reverse least 90 days prior to the opening date of the IDRs
repo auctions at a fixed rate or at variable rates as issue, in such form and furnishing such information
circumstances warrant. as may be specified by SEBI from time to time, with
a non-refundable fee of US $10,000 payable to SEBI;
l The Reserve Bank retains the option to conduct overnight
or longer term repo/reverse repo under the LAF depending (iii) SEBI may, within 30 days of receipt of an application
on market conditions and other relevant factors. The Reserve under clause (ii), call for such further information, and
Bank will continue to use this flexibility including the right to explanations, as it may deem necessary, for disposal
accept or reject tender(s) under the LAF, wholly or partially, of such application and shall dispose the application
if deemed fit, so as to make efficient use of the LAF in daily within 60 days of its receipt:
liquidity management. Provided that if within 60 days from the date of submission of
l The second LAF, which was introduced from November 28, application or draft prospectus or letter of offer, SEBI specifies any
2005 and is conducted between 3.00 p.m. and 3.45 p.m. on changes to be made in the draft prospectus or letter of offer, the
a daily basis, is withdrawn with effect from Monday, August prospectus or letter of offer shall not be filed with the SEBI or Registrar
6, 2007. of Companies unless such changes have been incorporated therein.
l On a review of the current liquidity situation, it is considered (iv) The issuing company shall also file with SEBI, through
desirable to increase the CRR by 50 basis points to 7.0 per a merchant banker, a due diligence report alongwith
cent with effect from the fortnight beginning August 4, 2007. draft prospectus or letter of offer in the form specified
by SEBI;
(v) The issuing company shall on approval being granted
COMPANY LA
COMPANY W (INTER/ FINAL)4
LAW by SEBI to an application under clause (ii), pay to
I. Amendment to Companies (Issue of Indian Depository SEBI an issue fee of half a percent of the issue value
Receipts) Rules, 2004. subject to a minimum of Rs.10 lakhs where the issue
[Issued by the Ministry of Corporate Affairs, Published in the is upto Rs.100 crore in Indian rupees:
Gazette of India Extraordinary Part II, Section 3(i), vide GSR No. Provided further where the issue value exceeds Rs.100 crore, every
480(E) dated 11.07.2007] additional value of issue shall be subject to a fee of 0.25 percent of
the issue value.
In exercise of powers conferred by clause (a) of sub-section (1) of
section 642 read with section 605A of the Companies Act, 1956, the (2) (i) The issuing company shall, where required, obtain
Central Government hereby makes the following rules further to amend the necessary approvals or exemption from the
the Companies (Issue of Indian Depository Receipts) Rules, 2004, appropriate authorities from the country of its
namely:- incorporation under the relevant laws relating to issue
of capital;
1. (1) These Rules may be called the Companies (Issue of Indian
Depository Receipts) (Amendment) Rules, 2007; (ii)The issuing company shall appoint an overseas custodian
bank, a domestic depository and a merchant banker
(2) They shall come into force from the date of their notification for the purpose of issue of IDRs;
in the Official Gazette.
(iii) The issuing company shall deliver the underlying
4. Prepared by Ruchi Singhal, Education Officer under the guidance of Alka Kapoor, equity shares or cause them to be delivered to an
Deputy Director, The ICSI. Overseas Custodian Bank and the said bank shall

Student Company Secretary 10 August 2007

 Academic Guidance
authorize the domestic depository to issue IDRs; Such professional requires a digital signature for signing any form as
(iv) The issuing company, shall obtain in-principle listing a Company Secretary in practice. If he signs any document as a director
permission from one or more stock exchanges having of a company on MCA portal, he is also required to acquire a digital
nation wide trading terminals in India; signature certificate (DSC). A clarification is given by the Ministry of
Corporate Affairs in this regard that practising professionals also serving
(v) The issuing company may appoint underwriters as directors of companies, do not require multiple DSCs for their
registered with SEBI to underwrite the issue of IDRs; different roles. Their existing DSC can be registered multiple times on
(vi) The issuing company shall file a prospectus or letter the MCA Portal under the appropriate roles (Practising Professional/
of offer, as the case may be, certified by two Director) that they discharge.
authorized signatories of the issuing company, one
of whom shall be a whole-time director and other the INTERMEDIATE COURSE
Chief Accounts Officer, stating the particulars of the
resolution of the Board by which it was approved, GENERAL AND COMMERCIAL LAWS
with the SEBI and Registrar of Companies, New (STUDY I)
Delhi, before such issue:
Provided that at the time of filing of said prospectus or letter of FAQS ON REGISTRA ACT,, 19085
TION ACT
REGISTRATION
offer with the Registrar of Companies, New Delhi, a copy of approval Q.1. What is Registration?
granted by SEBI and the statement of fees paid by the Issuing Company Registration means recording of the contents of a document with a
to SEBI shall also be attached.
Registering Officer and preservation of copies of the original document.
4. In the principal rules, in rule 6, for sub-rule (iii) the following shall
Q.2. Why documents are registered?
be substituted, namely:-
The documents are registered for the purpose of conservation of
(iii) The number of underlying equity shares offered in a finan-
cial year through IDR offerings shall not exceed 25 per cent evidence, assurance of title, publicity of documents and prevention of
of the post issue number of equity shares of the company. fraud. Also, registration helps an intending purchaser to know if the
title deeds of a particular property have been deposited with any person
5. In the principal rules, in rule 7, in sub-rule (ii), after the word Reg-
istrar, the words of Companies, New Delhi shall be inserted. or a financial institution for the purpose of obtaining an advance against
the security of that property.
6. In the principal rules, in rule 11, for sub-rule (ii) the following shall
be substituted, namely:- Q.3. Which documents require to be compulsorily
registered?
(ii) The quarterly audited results or unaudited results subjected
to limited review by the auditors of the company, as the case Section 17 of the Registration Act, 1908 lays down different
may be, and approved by the Board of Directors of the issu- categories of documents for which registration is compulsory. The
ing company shall be prepared and published in the manner documents relating to the following transactions of immovable
specified in the listing conditions. properties are required to be compulsorily registered:
7. In the principal rules, for rule 13, the following shall be substi- a) Instruments of gift of immovable property.
tuted, namely:-
b) Lease of immovable property from year to year or for any
If an Issuing company or any other person contravenes any term exceeding one year or reserving a yearly rent.
provision of these rules for which no punishment is provided in the
Act, the issuing company shall be punishable with the fine which may c) Instruments which create or extinguish any right or title to or
extend to twice the amount of the IDR issue and where the in an immovable property of a value of more than one hun-
contravention is a continuing one, with a further fine which may extend dred rupees.
to five thousand rupees for every day during which the contravention Under section 2(6) of the Registration Act, 1908 the term "
continues and every officer of the company who is in default or such Immovable property" includes: "Land, buildings, hereditary allowances,
other person shall be punishable with the fine which may extend to
rights to ways, lights, fisheries or any other benefit to arise out of land,
one lakh rupees and where the contravention is a continuing one, with
a further fine which may extend to one thousand rupees for every day, and things attached to the earth, or permanently fastened to any thing
during which such contravention continues. which is attached to the earth, but not standing timber, growing crops
nor grass."
8. In the principal rules, in the Schedule, in para 5, -
Q.4. Whose document has to be registered?
(a) for sub-para (ii), the following shall be substituted, namely:-
(ii) promoters and their background. Section 28 of the Registration Act, 1908 states that all documents
of which registration is compulsory if it relates to an immovable property
Provided that in case there are no identifiable promoters, the names,
as well as a few documents of which registration is optional should
addresses and other particulars as may be specified by SEBI of all
the persons who hold 5% or more equity share capital of the company normally be presented for registration in the office of Sub-Registrar
shall be disclosed. within whose sub-district the whole or some portion of the property to
which the document relates is situated.
(b) after sub-para (xi), the following shall be added, namely:-
Q.5. Is it possible to register a document at a person's
(xii) The information, as may be specified by SEBI, in respect of
listing, trading record or history of the Issuing Company on all the private residence?
stock exchanges, whether situated in its parent country or elsewhere. Under Sections 31 of the Act, a provision has been made authorising
9. In the principal rules, in the Schedule, in para 6, in the sub-para the Registering Officer, on special cause being shown (for instance if
(ii), for figure and word, 120 days, the figure and the word 180 the person is physically handicapped) to attend at the residence of
days shall be substituted. any person desiring to present a document for registration and accept
Jitesh Khosla; Joint Secretary for registration such a document or a "Will", provided Registering Officer
is satisfied about the special cause shown is sufficient.
II. Clarification regarding Digital Signature Certificates
of Practising Professionals 5. Downloaded from the web-site of Department of Registration and Stamps,
A practising professional can also become a director of a company. Government of Maharashtra.

Student Company Secretary 11 August 2007

 Academic Guidance
Q.6. What procedure is followed at the time of lodging ing to the transfer of an immovable property, the value of
a document for registration? which is less than one hundred rupees.
For registration of any instrument, the original document which b) Instruments acknowledging the receipt or payment of any
should be typed/printed on one side only along with two photocopies consideration.
of the original have to be submitted to the Registering Officer. The c) Lease of an immovable property for a term not exceeding
copies are required to be photocopied only on one side of the paper one year.
and there has to be a butter paper between the two photocopy papers.
d) Instruments transferring any decree or order of a court where
This is done so as to prevent the typed matter from getting spoilt.
the subject matter of such decree or order is an immovable
The registration procedure also requires the presence of two property, the value of which is less that one hundred rupees.
witnesses and the payment of the appropriate registration fees. On e) Wills.
completion of the procedure, a receipt bearing a distinct serial number
is issued. The following requirements are completing the registration Q.11. What are the consequences of non-registration of
are usually stated on the receipt: a document which are compulsorily regis-trable?
a) Market Value of the property; According to Section 49(c) of the Act, if a document, of which
registration is compulsory under Section 17 of Registration Act, has
b) Income-Tax clearance, i.e. NOC. under Section 269 YL (3) not been registered, it cannot be produced as an evidence in a court
issued by the Appropriate Authority constituted under Chap- of law.
ter XX-C of the Income Tax Act, 1961 if the same is applica-
Q.12. What is the time frame prescribed for registration
ble;
of a document?
c) Certificate under section 230-A of the Income Tax Act, 1961 Under Section 23 of the Act, subject to certain exceptions, any
granted to the Transferor by the assessing officer of the document other than a will has to be presented for registration Within
Transferor; Four Months from the date of its execution. The term " execution"
d) Urban Land Ceiling declarations of the transferor/s and the means signing of the agreement.
transferee/s. Q.13. What is the remedy, if document is not registered
Q.7. Who can present the document for registration? within a prescribed period of four months?
Section 32 of the Registration Act, 1908 deals with the provisions As per the provisions of Section 25 of the Indian Registration Act,
relating to the presenting of documents for registration by a person. 1908 if a document is not presented for registration within the prescribed
Subject to certain exceptions, every document which is to be registered time period of four months, and if in such a case the delay in
under the provisions of the Act should be presented at the proper presentation of the document does not exceed a subsequent period
registration office by: (a) the concerned person himself/herself, or (b) of four months, then the parties to the agreement can apply to the
the representative or the agent of such a person duly authorised in Registrar, who may direct that on payment of a fine not exceeding ten
manner as is stated in Section 33 of the Registration Act,1908. times the proper registration fees, such a document should be admitted
for registration.
Q.8. What should be the language of the document?
Q.14. Can a document relating to an immovable property
The language of a document presented for registration should be in India be executed out of India ? If so, can it
in a language commonly used in the district existing in the State. Under then be registered in India?
section 19 of the Act, the Registering Officer is empowered to refuse
Yes, a document relating to an immovable property can be executed
to register a document if it is presented for registration in a language
out of India and later it can be presented for registration in India. As
which is not commonly used in the district unless the document is
per Section 26 of The Registration Act, 1908 if a document purporting
accompanied by a true translation into a language commonly used in
to have been executed by all or any of the parties out of India is
the district and also by a true copy.
presented for registration within the prescribed time, the Registering
Q.9. Is a description of an immovable property, which Officer may, on payment of proper registration fee, accept such
is the subject matter of the document to be document for registration if he is satisfied that:
registered necessary to be set out in the Schedule a) the instrument was executed out of India.
attached to the agreement? Is it necessary to
annex maps or plans of the immovable property? b) the instrument has been presented for registration within four
months after its arrival in India.
Section 21 of the Act deals with the provisions relating to the
description of an immovable property along with maps or plans. It is Q.15. Does a Deed of Rectification rectifying the mistakes
always necessary, with a view to identify the property involved in a in the names of the parties, the figures, the
document, that the description of the property is mentioned in a description etc. in the duly registered main
separate schedule, preferable with maps or plans, so as to enable the document require registration?
Registering Authority to make notes in the books to be preserved. If the main document/agreement is registered, then in that event it
The description should mention the area of the property, the number is always necessary to register the Deed of Rectification too.
of the property, the boundaries of the property, the streets on which it
Q.16. Is the Registering Officer empowered to make any
is situated, along with the name of the village, Taluka, district. The city
Survey Number, with Hissa Number if any, should also be mentioned. enquiry about any person purporting to have
It is the discretion of the registering officer to refuse to accept a executed the document?
document if the description of the immovable property is not sufficient The Registering Officer is empowered under Section 34(3) of the
to identify the property correctly. Registration Act, to enquire whether or not such a document was
Q.10. What are those documents, of which registration executed by the person by whom it purports to have been executed.
is optional? In order to satisfy himself, the Registering Officer may ask the person
appearing before him to prove his identity. In the case of any person
Section 18 of the Act lays down the instruments of which registration
appearing as a representative or agent, the Registrar may ask for
is optional. Some of these instruments are listed as under:-
relevant documents which show that the has the right to appear on
a) Instruments ( other than instruments of gifts and wills) relat- behalf of his Principal. After carrying out such an enquiry, the

Student Company Secretary 12 August 2007

 Academic Guidance
Registering Officer is entitled to refuse the registration of a document or by hand delivery only after the proper procedure for the preservation
if he is not satisfied with his findings. of the original document has been completed by the Registration
Q.17. What is the recourse available to a person wishing Authorities.
to register a document which has been refused by Q. 19. What is a Power of Attorney?
the Registrar?
A Power of Attorney is a document which empowers a specific
Where the refusal order/direction of the Registrar/Sub-Registrar is person to act on behalf of the person who is executing the same. It
on the ground other than that of denial of execution, the appeal lies to also includes any document by which a person is authorised to appear
the Registrar under Section 72 of the Act. On such a refusal to admit and act on behalf of a person who is executing the power of attorney.
a document for registration, any person wishing to register the same A power of attorney may also be given by a person to another to
should, within 30 days from the date of refusal, appeal to the Registrar appear before any Court, Tribunal or Authority or before a Co-operative
to whom such Sub-Registrar is subordinate, in order to establish his Society or any Body or Association.
right to have the document registered.
Q. 20. In what circumstances income tax clearance
In such an event, under Section 74 of the Act, the Registrar may
certificate of the seller required while registering
enquire whether the document has been executed and whether the
the document?
requirements of the law currently in force have been complied with on
the part of the applicant or the person presenting the document for Income Tax Clearance Certificate of the seller is required if the
registration, as the case may be, so as to admit the document for apparent consideration exceeds Rs. Five Lacs.
registration. Q. 21. What other documents are required while
For the purpose of an enquiry, as per Section 74(4) of the Act, the registering a document?
Registrar is empowered to issue summons to enforce the attendance The parties should as far as possible:-
of witnesses and compel them to give evidence as if he were a Civil
Court. As per Section 75(1) of the Act, if the Registrar finds that the a) Obtain an Income Tax Clearance Certificate of the seller for
document has been executed and that the said requirement had been all properties above Rs. Five Lacs and the NOC from the
complied with he can order for registration of the document. As per Appropriate Authority if applicable (if the consideration ex-
Section 77 of the Act, when the Registrar refuses to order the document ceeds Rs. Seventy Five Lacs for the city of Mumbai then the
to be registered, any person claiming under such a document or his permission from the Appropriate Authority will be required).
representative, assignee or agent may within 30 days after making b) Get the documents adjudicated from the Collector of the
the order of refusal institute a suit in the proper Civil Court for a decree Stamps and duly certified that the proper stamp duty has
directing the document to be registered. been paid.
Q.18. What is the procedure on admitting a document
to registration? c) Comply with the formalities of Urban Land Ceiling and Reg-
istration Act, 1975 (if applicable) if the area exceeds 500
If all the persons executing the document appear personally before
sq.mts.
the officer and/or are personally known to him or if he is otherwise
satisfied that they are the persons they represent themselves to be If the above formalities are not complied then the original agreement
and if they all admit the execution of the document, the Registering will not be received by the parties after registration.
Officer should register the document as required under Section 58 of Q. 22. Where the registration of document is done?
the said Act. He should endorse the following particulars, namely:
As per Section 28 and 29 of the Registration Act, the document
a) The signature and admission of every person admitting the should be presented for registration at the office of the Sub-Registrar
execution of the document in person or by his representa- of Assurances within whose sub district the whole or some portion of
tive, assign or agent; the property to which such document relates is situated or in the office
b) The signature and admission of every person examined in of the Sub-Registrar situated at Mumbai, Delhi, Madras or Calcutta.
reference to such a document; Q. 23. Under what circumstances the registration of
document is refused?
c) Any payment of money or delivery of goods made in the
presence of the Registering Officer in reference to the ex- The normal grounds for non-registration of document/s are:-
ecution of the document and any admission or receipt of a) Document is opposed to public policy.
consideration made in his presence in reference to such b) Parties have not complied with the formalities as laid by the
execution. Registration Act and by any reasons by which registering
If any person admitting the execution of a document refuses to authority is not satisfied.
endorse the same, the Registering Officer nevertheless is empowered c) The Survey No. of the property is not mentioned in the docu-
to register such a document but he should endorse a note of such a ment/s.
refusal and as required under Section 59 of the Act, he should affix d) The language in which the document is executed is not in
the date and his signature to all endorsements made under Sections the language that is normally prevalent in the area where
52 and 58 of the Act which is relating to the same document. the office of the registering authority is situated.
After completion of all formalities related to registration, the Q. 24. How is the title of the property verified?
Registering Officer shall endorse on the document a certificate Normally the person purchasing the property has to ensure that
containing the word "Registered" together with the number and page the seller has a good and marketable title. In order to find out if the
of the book in which the document has been copied. Later, the title of the seller is clear and marketable, one has to take search of the
endorsements and certificate shall thereupon be copied into the margin property. The search of the property has to be taken at the offices of
of the Register book. The copy of maps on plans of any, shall be filed the relevant Sub-Registrars, normally 30 years search has to be taken.
in Book No.1. The registration of the document is then deemed to be The purchaser can also ask copies of the documents lodged with the
completed and the document is returned to the person who presented office of the Sub-Registrar to the seller. The objections pertaining to
the same for registration or to such other person if any, who has been the title of the property can be easily verified after taking the search,
nominated in writing in that behalf on the receipt mentioned in Section for example: if the party has mortgaged and registered the documents
52 of the Act. However, such original documents are returned by post with the Sub Registrar of Assurances then it can be known only after

Student Company Secretary 13 August 2007

 Academic Guidance
taking the search of the property. After satisfying the title of the property Margin is to be paid in the form of cash / fixed deposits /
the party should proceed with the transaction. bank guarantee only.
Funds belonging to any client should not be used to provide
SECURITIES LAWS AND REGULATION OF margin trading facility to another client even if authorized by
FINANCIAL MARKET the client.
(STUDY VIII) Separate demat account for every client for holding client-
wise securities purchased under margin trading facility are
BASICS OF MARGIN TRADING FACILITY6
FACILITY to be maintained.
Margin Trading Facility is a leveraging mechanism of trading through
Separate record of details (including the sources) of funds
borrowed funds in order to enable the investors to take exposure in
used for the purpose of margin trading are to be maintained.
the secondary market over and above their own resources.
The working of margin trading can be described with the following Total indebtedness for the purpose of margin trading must
examples. not exceed 5 times the net worth.
Situation 1: A wants to buy through his broker X, shares worth Exposure to any single client at any point of time should not
Rs.1,00,000. He has only Rs. 60,000 available. exceed 10% of the lendable resources.
Step 1-A will approach his broker X for buying shares worth Margin Trading Facility is available in Capital Market Segment
Rs.1,00,000 through margin trading facility with available funds of only.
Rs.60,000 and through borrowed funds of Rs.40,000.
Before providing margin trading facility to a client who has
Step 2- X will obtain a loan of Rs.40,000 from bank and pays already availed of margin trading facility from another broker
Rs.1,00,000 to the clearing corporation after purchasing of shares for in the same exchange, the broker shall ensure that the client
A. has liquidated his outstanding in the margin trading account
Step 3- X obtains delivery of shares from the clearing corporation with the other broker, and obtain a certificate to this effect in
and hands it over to the bank from which he borrowed Rs.40,000 on writing from that broker.
behalf of A. Now the bank has collateral of Rs.1,00,000 backing the
loan of Rs.40,000.
Step 4: The shares will be delivered to A once he repays the loan.
Situation 2 : A wants to sell 100 shares though his broker X and In our endeavour to provide prompt and efficient services to the
he has only 60 shares available on hand. student community, the overall status of all the registered students
of the Institute has been uploaded to the website of the Institute
Step 1: A will approach X for selling 100 shares through margin viz. www.icsi.edu. The information can be accessed as under:
trading facility with available 60 shares and the rest of 40 shares from
share lender.
Visit the Home Page
Step 2: X borrows 40 shares from the share lender and hands over
Click on the tab 'Overall Status' under the
100 shares to the clearing corporation after its sale on behalf of A. Group 'Students'
Step 3: X obtains funds from the clearing corporation in respect of
Enter Full Registration Number
sale of the said 100 shares and hands it over to the share lender.
Press Tab Key
Step 4: Funds will be delivered to A once he deliver the 40 shares
Wait for the name to appear on the adjacent
to the share lender. field
Essential requirements in respect of providing Margin Trading
Click on the tab 'Go'
Facility.
The Trading Member is required to obtain prior permission The students may verify the particulars contained therein viz.
of the exchange before providing margin trading facility to Student's Name, Father's Name, Date of Birth, Qualification, Paper-
its clients. wise Exemption (if any), Complete Postal Address with City, State
Only corporate brokers with a net worth of at least Rs.3.00 and Pin Code, Postal/Oral Coaching Status, etc. In case, they
crore would be eligible to offer margin trading facility to their come across any discrepancy and/or need any clarification/
clients. additional information/service, a written request may be sent to
The Trading Member/broker is required to enter into an us by E-Mail as per the details given below:
agreement with each of its client for providing margin trading 1. Query regarding Registration Status/
facility. Issue of Study Material, etc. for
Margin trading facility is available only in such securities as (a) Intermediate Course [email protected]
approved by the Exchange from time to time, in addition to (b) Foundation Course [email protected]
all the securities which are offered in Initial Public Offerings (c) De-novo/Extension/Final Enrollment [email protected]
and which meet the conditions for inclusion in derivatives 2. Query regarding non-receipt of [email protected]
segment of the stock exchanges are eligible for the margin Registration Letter/ldentity Card/
trading facility. Student Company Secretary Bulietin/
There are two types of margins namely, initial and CS Foundation Course Bulletin, etc.
maintenance margin which shall be a minimum of 50% and 3. Query regarding paperwise exemption [email protected]
40% respectively of the total exposure. The member broker 4. Query regarding Coaching [email protected]
has however the option to collect margin beyond the minimum Completion Certificate/Suggested
requirement of 50% and 40% respectively in respect of initial Answers and Response Sheet status
and maintenance margin. 5. Query regarding issue of Admission [email protected]
6. Prepared by Lakshmi Arun, Education Officer , The ICSI. Certificate/Roll No. for Examinations, etc.

Student Company Secretary 14 August 2007

 Legal World
market value of the land as fixed by the Court; he would not have any
LEGAL WORLD objection.
Compiled by T.K.A. Padmanabhan, FCS, Advocate, New Delhi. Decision: Directions issued.
Reasons: Having heard the submissions advanced before me. I
CORPORATE LAWS am of the view that the applicant being the lessee, has no preferential
right to purchase the property. In all fairness the property is required
LW(S) 47.08.2007 to be sold in an open auction and the applicant may take part in auction
ALWAYE FERTILIZER INDUSTRIES (P.) LTD. v. ASSISTANT proceedings. The State Bank of India is directed to determine the
REGISTRAR OF COMPANIES [(2007) 76 SCL 503 (KER.)], R.Basant, market value of the property and thereafter the O.L. shall initiate auction
J. [Decided on 28.02.2007] proceedings. The application stands disposed of as indicated above.
Companies Act, 1956- Section 621 (1A) read with section 311 LW(S) 49.08.2007
of CR.P.C- Prosecution initiated by AROC- Petitioners sought GEORGE MATHAI NOORANAL v. FEDERAL BANK LTD. [(2007)
cross examination- Trial court refused- Whether trial court was 76 SCL 528 (CLB)], K.K.Balu, Vice President. [Decided on 02.03.
correct- Held, No. 2006]
Brief facts: The petitioners faced indictment in two separate Companies Act, 1956- Regulation 29 of Table A-Forfeiture of
prosecutions under the Companies Act, which were initiated by the shares- Notice of forfeiture Service thereof- AoA not followed-
Assistant Registrar of Companies, Kerala (AROC). The prosecutions whether the forfeiture valid- Held, No.
relate to failure/omission to submit the balance sheet and annual
returns. The AROC was not examined as a witness. In these Brief Facts: One F, who was holding certain fully as well as partly
circumstances, the petitioners requested the trial court to summon paid up shares in respondent company, died on 29-11-2002, leaving
the AROC for cross-examination. The learned Magistrate refused to behind him petitioners as legal heirs. The respondent-company had
grant them requisite permission to cross-examine the witness. The transmitted the fully paid up shares in the name of petitioners. However,
petitioners moved the High Court. in respect of partly paid up shares, the company informed that it had
been forfeited in accordance with articles 23 to 26 of the articles of
Decision: Petition allowed. association of the company. The petitioners filed petition under section
Reasons: The learned counsel for the petitioners submits that if 111A for incorporation of their names in the register of members of
an opportunity were not granted to the petitioners to cross-examine respondent company with regard to the forfeited shares in question,
the complainant and to confront him with the relevant documents, alleging that forfeiture of impugned shares was illegal as the company
copies of which alone are available with the petitioners that will lead to had not given fourteen days clear notice for payment of call money in
failure of justice. The complainant, to whom those documents are terms of article 24; and that moreover, the notice demanding the final
addressed, is unlikely to deny receipt of those documents, it is call money was reportedly sent on 13-11-2004, while F had died as
submitted. It is in this context that the petitioners want the complainant early as on 29-11-2002 and company failed to serve any notice upon
himself to be made available for cross-examination. I am satisfied the petitioners demanding the call money. Further, the petitioners were
that in the given facts and circumstances this is an eminently fit case willing to remit the balance amount due on account of the shares
where powers under section 311, Code of Criminal Procedure, 1973, illegally forfeited by the company and, therefore, sought appropriate
must have been invoked to make the complainant available to the directions against the company in the behalf.
accused for cross examination. Decision: Petition allowed.
The respondent places reliance on section 621(1A) of the Reasons: It was clear from Articles 23 and 24 of the respondent-
Companies Act, which stipulates that personal attendance of the company that the company had to serve notice on a defaulting member
complainant, need not ordinarily be insisted. The said section cautiously requiring payment of unpaid call money together with accrued interest,
provides for the option of the court in an appropriate case to insist on if any, before expiry of fourteen days from the date of service of such
such personal attendance in the course of the trial. The said provision notice and before forfeiting the shares in respect of which the call was
cannot also hence justify the impugned orders. made by it. Article 23 stipulated that the company might serve notice
The impugned orders are set aside. The learned Magistrate shall on a defaulting member. The ordinary dictionary meaning of the term
direct the complainant to appear before the learned Magistrate and serve is deliver and, thus, mere sending a notice, did not meet the
give the petitioners an opportunity to cross-examine the complainant requirement of Article 23. Similarly, Article 24 contemplated service
and to confront him with the relevant documents. of notice and not sending of notice. Though Article 23 used the words
may serve notice, a combined reading of Articles 23 and 24 would
LW(S) 48.08.2007 show that service of notice on a defaulting member before forfeiture
SWADESHI POLYTEX LTD. v. JAIPUR SPG. & WVG. MILLS LTD. of shares was a mandatory requirement. Proper notice is a condition
(IN LIQUIDATION) [(2007) 76 SCL 525 (RAJ.)], Shiv Kumar Sharma, precedent to the forfeiture and even the slightest defect in the notice
J. [Decided on 26.05.2006] will invalidate the forfeiture and the power of forfeiture must be
Companies Act, 1956- Section 535- Lessee of the wound up exercised strictly having regard to the rules and regulations. The
company- Auction of the leased property- whether entitled to respondent company had sent a notice dated 13-11-2004, calling upon
preference with respect to leased property-Held, No. the deceased to remit the balance unpaid amount together with the
interest within fourteen days. That final notice sent to the deceased
Brief Facts: The applicant company was in possession of some ought to have been obviously retuned unreserved, of which the
landed property leased out it by the respondent company, which was respondent company was rather keeping silence. The company
under liquidation. The applicant filed the instant application seeking produced the postal receipt to show that the final notice was sent on
for a direction to the Official Liquidator, inter alia, to disclaim the said 13-11-2004. However, it had neither produced the retuned envelope
property under section 535 and to transfer/assign reversionary rights containing the final notice nor the postal acknowledgment, evidencing
in said land in its favour on payment of capitalized value as fixed by service of the notice on any other person on behalf of deceased. Mere
the Court. The Official Liquidator raised objection to the effect that the sending a notice by registered post to deceased was not enough to
applicant was not entitled to retain the said land or transfer of the constitute service under Articles 23 and 24, in the absence of any
same in as much as the same would be against the interest of the clear proof for effectual service on the concerned addressee. It was,
creditors and contributors. The Official Liquidator averred that in case therefore, evident that the requirements of Articles 23 and 24, in the
the applicant was prepared to purchase the property on the current absence of any clear proof for effectual service on the concerned

Student Company Secretary 15 August 2007

 Legal World
addressee. It was, therefore, evident that the requirements of Articles Reasons: In Dale & Carrington Investment Pvt Ltd v.P.K.Prathapan,
23 and 24 had not been duly met by the respondent company before (2004) 62 CLA 245 the Supreme Court has examined the article of a
forfeiture of the shares in dispute and, therefore, such forfeiture was private company vesting absolute discretion with the directors to allot
bad in law. Having found that the forfeiture of impugned shares was shares. The court observed in paragraph 15 of the judgment:
not in strict compliance with relevant articles, the respondent-company Even though section 81 of the Companies Act which contains
will serve notice calling upon the petitioners, being the legal heirs of certain requirements in the matter of issue of further share capital by
the deceased in accordance with Articles 23 and 24 to remit the unpaid a company does not apply to private companies, the directors in a
call money together with the interest from the last date appointed for private company are expected to make a disclosure to the shareholders
payment of the call money to the actual date of payment upon full of such a company when further shares are being issued. This
payment of which, the respondent-company will issue impugned equity requirement flows from the duty to act in good faith and make full
shares. disclosure to the shareholders regarding affairs of a company. The
LW(S) 50.08.2007 acts of directors in a private limited company are required to be tested
COIMBATORE STOCK EXCHANGE LTD. & ANR v. SECURITIES on a much finer scale in order to rule out any misuse of power for
AND EXCHANGE BOARD OF INDIA [(2007) 137 Comp Cas 863 personal gains or ulterior motive. Non applicability of section 81 of the
(Mad)], V.Dhanapalan J. [Decided on 25.08.2006] Companies Act in case of private limited companies cast a heavier
burden on its directors. Private limited companies are normally closely
Stock Exchange- passed resolution to surrender license-SEBI held, i.e. the share capital is held within members of a family or within
permission not obtained-Whether a stock exchange can a close knit group of friends. This brings in considerations akin to
voluntarily surrender its licence-Held, No. those applying in cases of partnership where the partners owe a duty
Brief Facts: The Coimbatore Stock Exchange (CSE) unilaterally to act with the utmost good faith towards each other. Non-applicability
resolved to surrender its stock exchange license without the necessary of section 81 of the Act to private companies does not mean that the
permission from the SEBI and also resolved to engage in the business directors have absolute freedom in the matter of management of affairs
of real estate. The SEBI issued certain directions to the CSE against of a company.
which the CSE filed a writ petition before the Madras High Court. In the present case, the admitted position is that the company is a
Decision: Petition dismissed. private company and invitation to public subscription is prohibited. I
Reasons: Once a company had been licensed to become a stock find from the annual return for the year 2002 that there are 24
shareholders in the company of which the 1st petitioner and her sons
exchange, after bringing about the relevant amendments to the articles
either solely or jointly with one another hold about 95,000 of the total
of such company to enable it to become a stock exchange, such
1.25 lakhs shares. In addition, two private companies which are
amendments cannot be reversed unilaterally by the stock exchange.
reportedly family companies, hold about 18,0000 shares. Thus, nearly
Any amendment to the articles of the stock exchange can be made
90 percent of the shares are held by the family of the 1st petitioner.
only with the approval of the Central Government/ SEBI as per section
Therefore, the company is not only a closely held private company but
4(5) read with section 2(g) of the Securities Contracts (Regulation) also for all practical purposes a family company. Therefore, the
Act, 1956. The stock exchange had removed the SEBI nominee director respondents cannot claim that the Board of directors has absolute
by amending the memorandum and articles of association and again, powers to allot shares as they deem fit.
the articles had been amended enabling the company to carry on the
business of real estate and also for surrendering its license to run a
stock exchange. All these acts had been done by the stock exchange GENERAL LAWS
to avoid the statutory obligations under the 1956 Act or the 1992 Act.
Once it became a stock exchange under the control of the SEBI, it LW(S) 52.08.2007
could be superseded by an order made under the 1956 Act by the M.L.GUPTA v. CEAT FINANCIAL SERVICES LTD. [(2007) 77 SCL
SEBI under the powers delegated to it and there is no question of a 73 (DELHI)], A.K.Sikri, J [Decided on 23.11.2006]
stock exchange ceasing to do its business as such by unilateral Negotiable Instruments Act, 1881- Section 138- Cheque
surrender of its license. In the absence of any provision under the dishonour- Drawer company wound up- Drawee presented the
1956 Act, voluntary surrender of recognition as resolved by the cheque for payment after the passing of the winding up order-
petitioner in its extraordinary general meeting was contrary to law as it Whether complaint maintainable- Held, No.
was clear that the petitioner had resorted to this action only in order to Brief Facts: Petitioner was the Managing Director of Sakura
avoid the statutory obligations under the 1956 Act and the 1992 Act Seimitsu India Ltd (SSIL). The cheque issued by SSIL to the respondent
for compliance with certain observations and to answer the various company was dishonoured. SSIL was wound up before the cheque
issues raided by the SEBI for the proper management and control of was presented for payment. The question that arose for consideration
the petitioner involving a great extent of public interest. was as to whether a complaint under section 138 of the NIA could be
LW(S) 51.08.2007 filed against the company and/or its directors after the winding up of
SUSHMA HARISH SHARMA & ANR v. HOTEL HORIZON (P.) the said company.
LTD. & ORS [(2007) 79 CLA 73 (CLB)], S.Balasubramanian, Decision: Petition allowed.
Chairman [Decided on 20.12. 2006] Reasons: The necessary legal consequences of the winding up of
Companies Act, 1956- Section 81- Fresh allotment of shares - a company and orders of appointment of Official Liquidator/liquidator
Private company- Whether existing shareholders can be excluded by operation of law, i.e., by virtue of the Companies Act would result in
since the section is not applicable to a private company - Held, discharge of all the employees and the officers from the service of the
No. company, including board of directors. Affairs of such a company are
Brief Facts: Petitioners filed complaint under section 397/398 taken over by the Official Liquidator and the Official Liquidator has to
against the respondent company and other directors inter alia among disburse the payment in accordance with the Companies Act. Section
various grounds including an allegation that the respondents allotted 536 of the Companies Act then comes into play fully and disbursement
fresh shares to themselves excluding the petitioner. To this allegation of any amount would be void. If the cheque is presented at this stage,
the respondents contended that since section 81 of the Act does not payment thereof is legally barred. Ban, on which cheque is issued, is
apply to a private company directors are at liberty to allot shares precluded from honouring the cheque.
excluding the existing shareholders of the company. In the instant case itself, account was closed by the Official
Decision: Respondents contention rejected. Liquidator and that was the reason for dishonor of cheque. It is also to
Student Company Secretary 16 August 2007
 Legal World
be borne in mind that after the winding up orders and the taking over Reasons: To conclude, we hold that AAR was right in ruling that
of the affairs of the company by the Official Liquidator since erstwhile MSAS would be a service PE in India under Article 5(2)(l), though only
directors cease to be the directors as on the date of presentation of on account of the services to be performed by the deputationists
the cheque, they are not in charge of day-to-day affairs of the company. deployed by MSCo and not on account of stewardship activities. As
Offence is committed under section 138 only on the dishonour of the regards income attributable to the PE (MSAS) we hold that the TNMM
cheque and issuance of notice for demand to pay the amount. As on was the appropriate method for determonation of arms length price in
the date, no such notice could be issued to the company, which was in respect of transaction between MSCo and MSAS.We accept as correct
liquidation and the creditors were then to be paid as per the scheme the computation of the remuneration based on cost plus mark up
of the Companies Act. Therefore, liability on directors also could not worked at 29%on the operating costs of MSAS. This position is also
be fastened under section 141. accepted by the Assessing Officer in his order (made after the
When the company goes into liquidation and the cheque is impugned ruling) and also by the transfer pricing officer. As regards
presented thereafter, it cannot be said that the company has committed attribution of further profits to the PE of MSCo where the transaction
the offence, as it is because of legal bar that it is precluded from between the two are held to be at arms length, we hold that the ruling
making the payment. Once dishonor of the chqeque by the bank and is correct in principle provided that an associated enterprise (that also
failure to make payment of amount by the company is beyond its constitutes a PE) is remunerated at arms length basis taking into
control, the directors (who are in fact ex-directors) can also not be account all the risk-taking functions of the multinational enterprise. In
held liable. Therefore, such a complaint will not be maintainable when such a case nothing further would be left to attribute to the PE. The
the cheque is presented after the company has already been ordered situation would be different if the transfer pricing analysis does not
to be wound up. adequately reflect the functions performed and the risks assumed by
the enterprise. In such a case, there would be a need to attribute
TAX LAWS profits to the PE for those functions/risks that have not been considered.
The entire exercise is ultimately to ascertain whether the service
LW(S) 53.08.2007 charges payable or paid to the service provider (MSAS in this case)
DIRECTOR OF INCOME-TAX (INTERNATIONAL TAXATION) v. fully represents the value of the profit attributable to his service. In this
MORGAN STANLEY & CO. [(2007) 162 Taxman 165 (SC)], Dr.Arijit connection, the Department has also to examine whether the PE has
Pasayat & S.H.Kapadia, JJ. [Decided on 09.07.2007] obtained services from the multinational enterprise at lower than the
Income Tax Act, 1961- Section 90- Indo-US DTAA- Articles 5 & arms length cost? Therefore, the Department has to determine income,
7 - Foreign company (Fco) setting up an Indian subsidiary to expense or cost allocations having regard to arms length prices to
render support services to it- Fco deploying its employees as decide the applicability of the transfer pricing regulations. Economic
stewards deputationists in the subsidiary- Certain issues relating nexus is an important aspect of the principle of attribution of profits. In
to PE and transfer pricing settled by the Apex Court. the light of what is stated above, the impugned ruling by the AAR
Brief Facts: The respondent Morgan Stanley & Co (MSCo) is a stands modified to the extent indicated hereinabove. Accordingly both
non-resident-company incorporated in USA. It is an investment bank the appeals are partly allowed.
engaged in the business of providing financial advisory services,
corporate lending and securities underwriting. One of the group ATTENTION STUDENTS!
companies Morgan Stanley (MSAS) incorporated in India entered into
an agreement dated 14-4-2005 for providing certain support services Applicability of Latest Finance Act and other changes for
to MSCo. The said MSAS was set up to support the main office
Company Secretaries December 2007 Examination.
functions in equity and fixed income research, account reconciliation
and providing IT enabled services such as, back office operation, data DIRECT TAXES
processing and support center to MSCo. MSCo outsourced some of
its activities to MSAS. MSCo filed an advance ruling application inviting All students may note that for the December 2007 Examination
advance ruling on the question whether MSCo would be regarded as session, in respect of Direct Taxes, the applicable Assessment
having a PE in India under Article 5(1) of the DTAA on account of the Year shall be 2007-08 (Previous year 2006-07).
services rendered by MSAS under the Services Agreement dated 14-
4-2005 entered into by MSAS with the MSCo and if so, the amount of Thus, they will have to study Finance Act, 2006 for December
income attributable to such PE. 2007 examination. Further, as per the syllabus, students are
The Authority for Advance Ruling held, inter alia, that required to update themselves about all the Circulars,
Clarifications, Notifications issued by CBDT & Central Government,
(i) MSCo cannot be regarded as having a fixed place PE in
which come in to effect on or before 6 months prior to the date of
India under Article 5(1) of the DTAA on account of services
rendered by MSAS the respective Examination.
(ii) MSAS cannot be regarded as an agency PE under Article Gift Tax Act has been excluded from the scope of examination
5(4) of the DTAA from December 1999 session onwards unless otherwise informed.
(iii) MSCo would be regarded as having a PE in India under
Article 5(2) (1) if it would send some of its employees to INDIRECT TAXES
India as stewards or as deputationists in the employment of
MSAS (i.e. Service PE) Students appearing in the Tax Laws (Indirect Tax portion to the
(iv) The Transactional Net Margin method (TNMM) was the most extent of topics covered in the syllabus) and Direct and Indirect
appropriate method for the determination of the Arms length Taxation-Law and Practice (Indirect tax portion) paper of the
Price (ALP) in respect of the service agreement between Intermediate and Final Courses respectively may take note of the
MSCo and MSAS and no further income was attributable to following changes applicable for December 2007 Examination:
MSAS.
1. All changes made by the Finance Act, 2007.
The appellant challenged the ruling that MSAS is a service PE
while the Department challenged the ruling against attribution of profits 2. All Circulars, Clarifications/Notifications issued by CBE&C/
to PE (MSAS) before the Supreme Court. Central Government which became effective six months prior
Decision: Appeals partly allowed. to the date of examination.

Student Company Secretary 17 August 2007

 Student Services
their signatures on all the correspondence with the Institute including
STUDENT SERVICES students identity card, enrollment application and attendance sheet
provided in the examination hall at the time of writing examinations.
REGISTRATION AND POSTAL TUITION 6. Compulsory Enrolment for Final Course
1. Cancellation of Registration Students who have passed/completed both groups of Intermediate
examination are advised to seek compulsory enrolment for undergoing
Registration of students registered upto and including September,
coaching for the Final course on payment of Rs.4200/- towards postal
2002 stands terminated on expiry of five-year period on 31st August,
tuition fee.
2007 leading to the following immediate consequences :
Please note that a student is admitted to the final examination only
(a) Supply of Student Company Secretary bulletin will be dis-
after a minimum period of nine calendar months has elapsed since
continued from September, 2007 onwards.
his/her passing the Intermediate examination and subject to completion
(b) Response sheets will not be accepted even if submitted and of coaching and fulfillment of other requirements.
coaching completion certificates will not be issued (after the
7. Company Secretaries Examination December, 2007.
expiry of registration period)
I. Examination Fee
(c) They are advised to apply for registration de novo/extension
of registration as per the guidelines published in this bulletin. Foundation : Rs.875 (Lumpsum)
(Students whose registration is valid upto August, 2007 are however, Intermediate : Rs.900 (Per group)
eligible to appear in December, 2007 examination without seeking Final : Rs.750 (Per group)
extension of registration/ registration de-novo subject to fulfilling other
Students seeking paperwise exemption for the first time (on
requirements as laid down in the regulations. )
qualification basis) are required to remit the exemption fee @ Rs.100
2. Change of Address per subject in addition to the examination fee on or before the last
Change of address, if any, should be intimated to the Institute by date.
sending a separate letter in this regard. While intimating the change in II. Eligibility for appearing in the Intermediate
their mailing address, the students are advised to invariably quote the Examination
PIN CODE number alongwith the student registration number, name
In terms of regulation 33 of the Company Secretaries Regulations,
and full postal address with city, state in capital letters.
1982, students registered upto and including February, 2007 are eligible
PIN CODE is required to be mentioned for quick delivery of the to appear in both groups of the Intermediate examination to be held in
mail. Students may, therefore, check up the computerised mailing December, 2007 subject to completion of coaching and Computer
address as printed on the Student Company Secretary bulletin. In Training and fulfilment of other conditions as laid down in the
case, it does not carry or carry the wrong PIN CODE number, the regulations. However, candidates registered as students upto and
same may be intimated immediately quoting student registration including the month May, 2007 are eligible for appearing in any one
number and full postal address with Postal Index Number so that it group in December, 2007 session (i.e. either in Group-I or Group-II)
could be incorporated in the computerised mailing list. subject to fulfilment of other conditions as laid down in the regulations.

3. E-Mail Address of the Students III. Eligibility for appearing in the Final Examination
Those students who are having e-mail address may communicate In terms of regulation 43 of Company Secretaries Regulations,
the same to the Student Services Section at [email protected] which will 1982, students who have passed/completed both groups of the
facilitate quick and economic communication from the Institutes side. Intermediate examination upto and including December, 2006 are
The e-mail address may be sent in the following format. eligible to appear in all the three groups or in combination thereof in
any two groups of the Final examination to be held in December,
Name : 2007, subject to completion of coaching and fulfilling other conditions
Registration No. : as laid down in the regulations.
E-Mail Address : IV. Last date for receipt of enrolment applications
4. Students Identity Card The last date for receipt of applications for enrolment to the
All the students appearing in the examination must hold Identity December, 2007 examination, complete in all respects, together with
Card in the manner prescribed by the Institute, if not already obtained the requisite examination fee in the Institute, is 25th September, 2007.
at the time of seeking registration. For obtaining the Identity Card, However, enrolment applications accompanied with late fee of Rs.
100/-, if received in the Institute after the closing date, but on or before
students are advised to obtain a proforma from the Headquarters/
10th October, 2007 will be entertained.
Regional Offices of the Institute and send it again to the Institute duly
filled up and attested as per instructions given in the prospectus/ Students who could not be enrolled in the earlier examination owing
registration letter. to late receipt of enrolment application, cancellation of registration
etc. and whose examination fee was kept at credit, are advised to
Students who have so far not obtained Identity Cards are advised
send fresh enrolment applications requesting therein for the adjustment
to write to the Institute immediately. The students should carry their of amount at their credit together with the balance of examination fee,
Identity Cards without fail for appearing in the Institutes examination. if any. Formal application along with the original letter issued by the
If the Identity Card already issued has been lost or mutilated, student institute showing credit amount, must reach the Institute on or before
should send a request for obtaining duplicate Identity Card together the closing date as otherwise such students shall not be enrolled for
with the mutilated Identity Card/Identity Card proforma duly filled in appearing in December, 2007 examination.
and attested together with Rs. 50/- towards duplicate Identity Card
No other remittance/letter/query should be clubbed with the
fee.
enrolment application/examination fee.
5. Uniformity in Signatures 8. Clarification regarding Paperwise Exemption
It has been observed that some of the enrollment applications / (a) The paperwise exemption is granted only on the basis of specific
letters received from the students are either unsigned or bear different request received in writing from a registered student along with
signatures from time to time. the attested photocopies of marks sheets for all parts of the De-
All the students are, therefore, advised to maintain uniformity in gree/examination (on the basis of which the paperwise exemp-
Student Company Secretary 18 August 2007
 Student Services
tion is sought) and the exemption fee @ Rs. 100/- per paper. It is 10. Completion of Coaching and Filling up of
one time payment and not to be remitted for availing of paper Examination Forms
wise exemption in every session of examination during the valid- At times queries are received by the Institute from the students
ity of registration period. with regard to filling up of examination forms for want of issue of
(b) The application for claiming paperwise exemption must reach coaching completion certificate. It is clarified that students (i) who
the Institute on or before the last date for submission of enrolment are undergoing oral coaching, and (ii) students who have submitted
application i.e. 25th March and 25th September for June and or re-submitted their response sheets and/or would be submitting or
December examinations respectively and with a late fee of Rs. re-submitting the response sheets within the stipulated period, are
100/-, the application can be accepted upto 9th April and 10th eligible to fill up the examination forms for the respective session of
October respectively. examination Such students need not withhold the submission of
(c) The paperwise exemption once granted holds good during the their examination forms for want of coaching completion certificates.
validity of registration period or passing/completing the The students concerned are advised to make a note in the application
examination, whichever is earlier. form to the effect that they are undergoing oral coaching/have
submitted response sheets and are awaiting coaching completion
(d) The paperwise exemption is cancelled only on receipt of a specific
certificates. Since there cannot be any change with regard to the
request in writing from the student concerned on or before the
closing date for submission of examination forms, students need
last date for submission of the enrolment application. If any
not wait for the issue of coaching completion certificates for filling up
candidate appears in the exempted paper(s) of examination
their examination forms. They are advised to mention against the
without receiving the written confirmation from the Institute, but
appropriate column in the enrolment application form that coaching
by making personal representation, appeal, request, etc., at the
completion certificates are being awaited.
Examination Centre at the last moment, his/her appearance in
such paper(s) shall automatically be treated as cancelled. Students who were issued with limited permission letters, for
appearing in June, 2007 examination, are advised to submit the
(e) It may be noted that candidates who apply for grant of paper wise
deficient response sheets immediately as such students, if failed,
exemption or seek cancellation of paper wise exemption already
will not be allowed to appear in December, 2007 examination, unless
granted, before the last date of submission of enrolment
they are issued with the regular coaching completion certificate(s)
applications for a particular examination, must see and ensure
for the group(s) for which limited permission letter was issued.
that they receive written confirmation from the Institute at least
15-20 days prior to the commencement of the examination. Students who secure 35% or more marks in aggregate and 30%
Candidates who would presume automatic grant or cancellation marks in individual paper in a group in June, 2007 examination, are
of paper wise exemption without obtaining written confirmation advised to submit photocopy of the marks sheet for the issue of
on time and absent themselves in any paper(s) of examination Coaching Completion Certificate, if eligible.
and/or appear in the exempted paper(s) would do so at their own 11. Important
risk and responsibility and the matter will be dealt with as per the While making any correspondence regarding examination, the
above guidelines. students are advised to quote the following particulars for taking
(f) Exemption once cancelled on request in writing shall not be prompt action :
granted again under any circumstances. i) Name in full (ii) Student Registration number (iii) Stage of ex-
(g) The candidates who have passed either group of the Intermediate/ amination (Intermediate/Final) (iv) Group opted (v) Centre opted
Final examination under the old syllabus, may claim the paperwise (vi) Particulars of fee remitted, i.e. Demand Draft (printed)
exemption in the corresponding subject(s) of new syllabus number, date, amount, name of the bank and its branch
indicating the basis of exemption as APO in the appropriate (vii) Date and mode of despatch of enrolment application and
column of the enrolment application. their complete address with PIN code, telephone number, mo-
bile number or e-mail address.
(h) In case the paperwise exemption has already been granted on
the basis of qualification or the candidates is eligible for grant of In case of any specific problem/complaint regarding registration,
exemption on the basis of securing 60% or more marks, a post-registration, students services and postal/oral coaching,
photocopy of the letter/marks-sheet issued by the Institute should students may contact personally or write to Sohan Lal, Joint Director
be enclosed with the enrolment application while claiming such and for academic guidance and suggestions, if any, students may
exemption, failing which the same may not be granted for the write to V K Aggarwal, Principal Director, at the Institutes address.
ensuing examination.
(i) No exemption fee is payable for availing paperwise exemption on
the basis of APO or on the basis of securing 60% or more marks OPENING OF NEW EXAM. CENTRES AT KOLHAPUR AND
in the Institutes examination. SRINAGAR FOR CS EXAMINATIONS
(j) Paperwise exemption fee is payable only when the exemption is The Institute is pleased to announce opening of two new
to be availed on the basis of qualification(s) specified for the Examination Centres at following places for conduct of 'Company
purpose. Secretaries' examinations upto June, 2008 examinations purely
9. Exemption from Computer Training on experimental basis:
A student can be exempted from undergoing the course on the Sl No. Place Centre Code
basis of his existing qualification/degree in the computer field and 1. Kolhapur 417
qualifies the need of Course Contents Syllabus as scheduled by NIIT
2. Srinagar (J&K) 227
for C.S. Students, subject to the condition that he or she enrolls himself/
herself for an online exemption test (to be conducted by NIIT) from Accordingly, students are welcome to opt for the new Examination
Centre in their enrolment applications for appearing in the
any of the NIIT Center on all India basis and successfully clears the
forthcoming examinations.
test.

Student Company Secretary 19 August 2007

 Student Services
LIST OF THE INSTITUTES IMPARTING ORAL COACHING
ATTENTION STUDENTS FACILITIES TO THE CS STUDENTS APPEARING IN
INTENDING TO APPEAR IN COMPANY SECRETARIES FOUNDATION, INTERMEDIATE AND FINAL EXAMINATIONS
EXAMINATION DECEMBER, 2007 UNDER PUBLIC/PRIVATE PARTNERSHIP SCHEME
1. Last Date for submission of Response 31-08-2007
Sheets S. Name & Address of Validity for CS Session
2. (a) Last date for receipt of Examination 25.09.2007 No. Empanelled Institutions of Examination
applications in the Institute EASTERN INDIA REGIONAL COUNCIL
(b) With a late fee of Rs. 100 10.10.2007
3. Examination Fees 1. Institute for Inspiration & Self December07 & June08
i. Foundation Rs.875 (Lumpsum) Development Session of CS
ii. Intermediate Rs.900 (Per group) 1-B-200/1, Sector-III, Examinations.
iii. Final Rs.750 (Per group) Salt Lake City
4. Last date for seeking paperwise 25.09.2007 Kolkata-700 016
exemption
WESTERN INDIA REGIONAL COUNCIL
5. Last date for seeking extension 25.09.2007
of registration/registration de-novo
2. Career Classes December07 & June08
Notes :
303, Shalimar Corporate Center Session of CS
I. Examination fee is payable on groupwise and not on 8, South Tukoganj Near Hotel Examinations.
paperwise basis for intermediate/Final examinations.
II. All students appearing in the Intermediate examination Balwas Indore (M.P)
are required to complete successfully the Computer 3. Institute of Management December07 & June08
Training before filling up the examination form EXA Training & Research Session of CS
III. The students who have submitted/ would be submitting all
Artha Complex, 2nd Floor Examinations.
the response sheets within the stipulated time, may submit
their enrolment applications for appearing in the Near IMA House and Tapdiya
examination pending issue/receipt of the coaching Terrace, Off. Adalat Road
completion certificates. But coaching completion certificate Aurangabad-431 001 (M.S)
would be issued only when they have successfully
completed the coaching for the group(s) concerned. 4. M/s Career Consultant December'07 & June'08
IV. Please note that unsigned, incomplete and applications 3018, Trade House, Ring Road Session of CS
not filled in their own handwriting by the students will Surat-395002 Examination.
not be accepted.
V. No change of group(s) will be allowed after submission SOUTHERN INDIA REGIONAL COUNCIL
of the enrolment application.
VI. No request for change of medium for writing the 5. Mohans Institute of Company December07 & June08
examination will be entertained after submission of the Secretaries, Sreyas, Session of CS
enrolment application. Chettiparambil Lane Examinations
VII. No cutting and over writing is to be done in the Thekkumbhagam Tripunithura
examination form.
Ernakulam (Distt.) Kerala-682301
VIII. No request for grant/cancellation of paperwise
exemption shall be entertained after the last date i.e.
25 th March/25 th September for June/December
examination respectively. CLARIFICATION REGARDING HINDI MEDIUM
IX. No request/correspondence for withdrawal of Queries are often being received by the Institute with regard
application from appearing in the examination or to the option of medium for pursuing the Company
adjustment of amount for the next examination shall
Secretaryship Course.
be entertained after submission of the examination
form under any circumstances . It is clarified that the students may opt for pursuing the
Students are, therefore, once again advised to fill in the course in English/Hindi medium. However, the study material
enrolment applications/examination forms EXA carefully to avoid at present is available in English medium only. In any case,
last moment problem for themselves as well as for the Institute. the students can enjoy the facility of submitting their
X. Mode of Payment : Students who intend to pay the response sheets to the test papers under the Postal Tuition
fees by demand draft may please ensure that it should Scheme in English or Hindi medium. Similarly, they can
be crossed and drawn in favour of The Institute of opt to write the Institutes main examination in English or
Company Secretaries of India, payable at New Hindi Medium.
Delhi.
As regards writing of examination, the option is to be
XI. Students Identity Card : All the candidates appearing
in the Company Secretaries Examination are advised exercised while filling up the examination form as and when
to timely complete necessary formalities for obtaining the students intend to appear in the examination. This option
their identity cards duly countersigned by the issuing is to be exercised on group wise basis and not on individual
authority of the Institute as per instructions published in paperwise basis. Answering to test papers and writing
the prospectus Career in Company Secretaryship examination partly in English and partly in Hindi medium is
A Handbook. not permissible.
Student Company Secretary 23 August 2007
 Student Services
ATTENTION ALL STUDENTS APPEARING IN THE CS INTERMEDIATE EXAMINATIONS
FROM DECEMBER, 2007 SESSION ONWARDS
COMPULSORY COMPUTER TRAINING SCHEME
In the Company Secretaries Regulations, 1982, for regulation 40, the following regulation shall be substituted, as published in the Gazette of India(Extra
Ordinary) vide Notification No. ICSI/710/1(M)/1 dated 3rd May, 2006.
40 Admission to the Intermediate Examinations -
No candidate shall be admitted to the Intermediate examination unless he/she :-
- (a) is a registered student and produces a certificate from the head of the coaching administration ( by whichever name designated) to the effect that he has
undergone satisfactorily a course of postal or oral tuition for the Intermediate examination; and
- (b) has successfully completed computer training program as may be specified from time to time by the Council and in the manner so specified or
exempted there from;
- (c) applies with such examination fee as may be determined by the council from time to time so as to reach the Secretary, in accordance with the
directions given by the Council.
In terms of the aforesaid amendment in the Company Secretaries Regulations, 1982, all students are required to successfully undergo a Compulsory
Computer Training Programme for becoming eligible for appearing in the CS Intermediate Examinations from June, 2007 examinations onwards.
The Institute, in compliance of the aforesaid amendments, has tied up with M/s NIIT through which 70 hours of computer training shall be provided to the
students/members of the Institute in all Centres of NIIT all over the country. To undergo this course, a student/member has to approach any NIIT Centre on
all India basis. To take admission, he/she has to deposit the requisite fees at the respective NIIT Centre and fulfill the formalities as per the requirements of
the Computer Training Centre.
The list of NIIT Centres including detailed course contents, module details and topic-wise time duration etc. have been published on the website of the
ICSI i.e. www.icsi.edu under FAQ.
Salient features of the course in brief : -
Title of the Course Understanding Information Technology in Corporate Environment.
Duration of the Course 70 Hours
Fee Rs.3000 per participant for General Category & Rs.2500 per participant for SC/ST Category
Note : Service Tax as per the GOI rules applicable from time to time shall be paid in actual by the participant
Students having exposure to computer during their education or have undergone similar course, may apply for on-line exemption to NIIT at the nearest
center available to them and successfully clears the test.
Students placed at far reaching places and are not having NIIT center nearest to their place may, however, undergo the computer course of at least 3
months duration - with maximum coverage of the ICSI-NIIT course contents - from any computer training Institute and then enroll for on-line exemption test
at any of the NIIT Center on all India basis and successfully clears the test.
A fee of Rs. 450 plus Service Tax etc. per student is payable for online exemption test (to be conducted by NIIT) which is applicable for a maximum of
TWO attempts within a period of one month.
Computer Training will be compulsory and pre-requisite for all the students intending to appear in the Intermediate Examination from December, 2007
session onwards. No student will be allowed to appear at the Examination to be held from December, 2007 session onwards unless he/ she successfully
completes the Computer Training.
The students who would be declared passed in June 2007 session of Intermediate examination but have not completed the compulsory computer training,
are also required to successfully undergo the computer training for becoming eligible for appearing in the final stage of CS examination.

ATTENTION STUDENTS!
ATTENTION STUDENTS
REVISED STUDY MATERIAL TRAINING
It has been observed that the students opting for undergoing 15
Students may note that 2007 series of Company Secretarial months training with Company Secretaries in whole-time Practice are
submitting the Contract of Apprenticeship and other relevant
Practice for Intermediate - Group II (Revised upto March 2007) documents and registration fees to the Institute after a considerable
is available. period of time. As per the Training Guidelines, the students should
submit the underlisted documents within 15 days from the
The procedures, forms, checklist etc. covered in the
commencement of training to enable the institute to take their
aforesaid study material have been revised keeping in training on record with effect from the date of execution of Contract.
view the changes necessitated by virtue of introduction (i) Contract of Apprenticeship in duplicate on a non-judicial stamp
paper of requisite value as applicable to the particular State, where
of the concept of MCA-21 and e-forms. Students are the contract is executed. The Contract should be executed by
advised to read the latest study material and keep both the parties viz., the trainee and the Company Secretary in
whole-time Practice. (ii) Statement of Particulars to be submitted
themselves updated with latest amendments/changes.
in duplicate for registration as a trainee (Part A & B). (iii) Rs. 50/-
Information in this regard is also appearing on the website being the Registration Fee.
of the Institute. If the aforesaid documents/information is not received within
the stipulated time, the training shall not be taken on record.

Student Company Secretary 24 August 2007

 Student Services
65. Yamuna Nagar (Haryana) and 66. Overseas Centre Dubai as
EXAMINATION per the Time-Table and Programme published on the last cover page
1. DECLARATION OF JUNE, 2007 EXAMINATION RESULTS of this issue. The last date for receipt of enrolment applications for
December, 2007 examinations in the Institute together with the requisite
Results of the Foundation, Intermediate and Final examinations of
examination fee is 25th September, 2007 and with late fee of Rs.100/
the company secretaries held from 2nd to 10th June, 2007 are scheduled
- upto 10th October, 2007.
to be declared at 4.00 P.M. on 25th August, 2007. As in the past, the
results will be displayed simultaneously on the Notice Boards at the NOTE:
Institutes Headquarters, Offices of the Regional Councils, Chapters 1. #Aurangabad and Bareilly Examination Centres are opened for
and Satellite Chapters, and Examination Centres. The results along June, 2007 and December, 2007 sessions only purely on an
with break-up of marks will be made available on Institutes Website: experimental basis.
www.icsi.edu on 25th August, 2007 after 4.00 P.M. onwards for 2. *Kolhapur and Srinagar Examination Centres are opened for June,
information of all concerned. The result-cum-marks statements will 2007, December, 2007 and June, 2008 sessions only purely on
be despatched to all candidates latest by 5 th September, 2007. an experimental basis.
Meanwhile, if there happens to be change in the mailing address of
3. The Institute reserves the right to withdraw any centre at any
any candidate, he/she should immediately intimate the same to the
stage without assigning any reason.
Institute and also send a self-addressed envelope of 23 cms. x 11
cms. size for posting his/her result-cum-marks statement at the 4. Candidates should note that non-receipt/delayed receipt of
changed address. result-cum-marks statement, response to result queries,
requests for verification of marks, etc., will not be accepted
Any candidate not receiving his/her result-cum-marks statement as valid and sufficient reason for seeking any relaxation or
by 14th September, 2007 should immediately write to the Sr. Director not complying with the requirements of regulations and/or
(Exams.) for issuing duplicate marks statement giving relevant last dates for submission of enrolment applications for the
particulars, i.e., his/her name, student registration number, stage of next examinations. Therefore, the candidates in their own
examination and group(s) in which he/she appeared, roll number, interest are timely advised to keep track of important
examination centre, along with a self-addressed stamped envelope announcements, last dates and observe the time schedule.
worth Rs. 5/-.
4. USE OF CALCULATORS IN EXAMINATIONS
2. VERIFICATION OF MARKS
Candidates are allowed to use their own battery operated noiseless
In terms of regulation 46 (2) of The Company Secretaries and cordless pocket calculators with not more than 6 functions, 12
Regulations, 1982, as in force, a candidate can seek verification of digits and 2 memories. Exchange or lending/borrowing of calculators
marks in any subject(s) of June, 2007 examination within one month among students will not be allowed in the examination hall.
from the date of declaration of results. The application for verification
of marks should be made on a plain paper, preferably in candidates 5. HINDI AS OPTIONAL MEDIUM FOR WRITING THE
own handwriting together with requisite fee @ Rs.100/- per subject FOUNDATION, INTERMEDIATE AND FINAL EXAMI-
within 30 days from the date of declaration of results, i.e., upto 25th NATIONS
September, 2007. Candidates are advised not to club any other Candidates are allowed to use Hindi as an optional medium for
remittance or query along with request for verification of marks writing all papers of the Foundation (except the English & Business
to facilitate an early reply. Communication paper), Intermediate and Final examinations on the
After completion of verification process, candidates are following conditions:
communicated outcome of verification of marks, normally within 2-3 (i) option of Hindi Medium for writing the examination is to be
weeks time. However, if a candidate does not receive any exercised for all papers of an examination OR a particular group
communication by 20th October, 2007, he/she should write to the of examination, and not for any individual paper(s) in the enrolment
Sr. Director (Exams.) giving relevant details with regard to (i) his/her application form each time for appearing in the examination;
name; (ii) student registration number; (iii) stage of examination and (ii) option of medium for writing examination once exercised is
roll number; (iv) name of the subject(s) in which verification of marks irrevocable for that particular session of examination;
was sought; (v) date of application and mode of its despatch;
vi) amount of verification fee and details with regard to mode of (iii) answer books of candidates who write part of papers/answers in
remittance; (viii) contact Telephone/Mobile No.(s) and (viii) complete one medium and the remaining part in other medium are liable to
postal address along with PIN Code. be cancelled without any notice;
3. DECEMBER, 2007 EXAMINATION (iv) candidates who have exercised option of Hindi medium in their
examination enrolment form for writing Foundation examination
The next examination for the Foundation Course, Intermediate and and Group-I of Intermediate examination will be provided Question
Final, scheduled in December, 2007, will be held from Wednesday, Papers printed both in English and Hindi version (except for
the 26th December, 2007 to Thursday, the 03rd January, 2008, at 66 English & Business Communication paper, which will be
examination centres, viz., 1. Agra, 2. Ahmedabad, 3. Allahabad, printed/required to be answered in English only). The
4. Ambala, 5. Aurangabad# 6. Bangalore, 7. Bareilly#, 8. Bhilwara, Question Papers for Group-II of the Intermediate examination
9. Bhopal, 10. Bhubaneswar, 11. Chandigarh, 12. Chennai (West), and all papers of Final examinations will be printed in English
13. Chennai (South), 14. Coimbatore, 15. Dehradun, 16. Delhi (East), version only;
17. Delhi (North), 18. Delhi (South), 19. Delhi (West), 20. Ernakulam,
21. Faridabad, 22. Ghaziabad, 23. Gurgaon 24. Guwahati, (v) if a candidate writes his/her answers in Hindi medium without
25. Hyderabad, 26. Indore, 27. Jaipur, 28. Jammu, 29. Jamshedpur, exercising such an option in the enrolment application form, he/
30. Jodhpur, 31. Kanpur, 32. Kolhapur* 33. Kolkata (North), she may not be given credit for his/her answers;
34. Kolkata (South), 35. Lucknow, 36. Ludhiana, 37. Madurai, (vi) candidates opting Hindi medium for the examination must write
38. Mangalore, 39. Meerut, 40. Mumbai (CG), 41. Mumbai (GTK), HINDI MEDIUM in bold letters on the top of the cover page of
42. Mumbai (JOG), 43. Mysore, 44. Nagpur, 45. Nasik, 46. Noida, Answer Book No.1, 1B, as the case may be; and
47. Panaji, 48. Patna, 49. Pondicherry, 50. Pune, 51. Raipur, (vii) candidates opting Hindi medium for the examination may write
52. Rajkot, 53. Ranchi, 54. Shimla, 55. Srinagar,* 56. Surat, 57. Thane, answers to practical questions, headings, quotations, technical
58. Thirvananthapuram, 59. Tiruchirapalli, 60. Udaipur, and legal terms, sections, rules, etc., in English medium, if they
61. Vadodara, 62. Varanasi, 63. Vijayawada, 64. Visakhapatnam, so desire.

Student Company Secretary 25 August 2007

 Quiz - Prize Winners
(b) Limits the number of its members to fifty not including
STUDENTS QUIZ (i) Persons who are in the employment of the company,
and
PRIZE QUERY (ii) Persons who, having been formerly in the employment
A company which has its registered and corporate office in of the company, were members of the company while in
one State has a grievance against the Government of another that employment and have continued to be members
after the employment ceased;
State. For getting this grievance redressed can this company
file a writ petition in the High Court having jurisdiction over (c) Prohibits any invitation to the public to subscribe for any
the place where its registered office is situate? shares in, or debentures of the company; and
(d) Prohibits any invitation or acceptance of deposits from per-
CONDITIONS sons other than its members, directors or their relatives.
1. Answer should not exceed one page typed in double space. In "Hillcrest Realty SDN. BHD v. Hotel Queen Road (P) Ltd" a
The answer sheet should contain the name, registration number crucial issue whether a private company when it becomes a subsidiary
and address of the student. of a public company loses its basic characteristics of private company
was decided here. The basic characteristics of a private company in
2. Last date for receipt of answer is 16th September, 2007. terms of Section 3(l)(iii) of the Act do not get altered just because it is
3. Two prizes (a first and a second) in kind will be awarded to the a subsidiary of a public company in view of the fiction in terms of
best answers and the names of the contributors will be published Section 3 (1)(iv)(c) of the Act that it is a public company. May be it is a
in the Bulletin. public company in relation to other provisions of the Act but not with
reference to its basic characteristics. In terms of that section, a
4. The envelope should be superscribed Students Query, company is a private company when the conditions of Section 3(l)(iii)
August 2007 and addressed by name to N.K. Jain, Secretary of the Companies (Amendment) Act are satisfied. A private company
& Chief Executive Officer, The Institute of Company will retain its basic characteristics inspite of its being a subsidiary of a
Secretaries of India, ICSI House, 22, Institutional Area, Lodi public company.
Road, New Delhi-110003. SECOND PRIZE
It was held in Hillcrest Realty SDN v. Hotel Queen Road (P) Ltd
(2006) 72 CLA 245 (CLB) S. Balasubramnian, Chairman, [Decided on
JANUARY 2007 31.01.2006) that a private company which is the subsidiary of a public
QUERY company will not lose its basic characteristics of a private company.
The Companies (Amendment) Act,2000 which was put into Brief facts: The facts are immaterial as the petition was filed under
force with effect from13th December 2000 amended the definition section 397/398 of the Act alleging oppression & mismanagement.
of the 'Public Company' to include therein a private company However a crucial issue whether private company when it becomes
which is a subsidiary of a company which is not a private company. the subsidiary of a public company lose its basic characteristics of a
In other words in terms of the amended definition a private private company was decided inter alia in the case.
company which is a subsidiary of a public company would be a
public company. In the light of the change in the definition of a Decision & reason: The basic chracteristics of a private company
public company will a company which is registered as private in terms of section 3(l)(iii) of the Act do not get altered just because it
company and which is a subsidiary of a public company will lose is a subsidiary of a public compny in view of the fiction in terms of
its basic characteristics? section 3(l)(iv)(c) of the Act that it is a public company may be it is a
public company in relation to the other provisions of the Act but not
WINNERS
with refrence to the basic characteristics in terms of that section. A
First Prize company is a Private company when its articles restrict the right to
Sriram Mohan (SR0286956/11/03) L-204, II Floor, P.G. Apts., S.M. transfer its shares, restricts its membership to 50 (other than employee
Road, Jalahalli West, Bangalore 560015 shareholders) & prohibits its invitation to public to subscribe to its
Second Prize shares. Therefore all the provisions in the articles to maintain the basic
characteristics of a private company in terms of section 3(1)(iii) will
Vineet Malhotra, (NR 0442001/02/2005) 294F, Sector 12, H.B.C.,
continue to govern the affairs of company even though it is a subsidiary
Sonipat (Haryana) 131001
of a public company. One of the basic characteristics of a private
ANSWERS company in terms of that section is restriction on the right to transfer &
FIRST PRIZE the same will apply even if private company is a subsidiary of a public
It would be appropriate to define Public Company and Private company.
Company before going into the facts of the case. Public Company is Conclusion: - Based on above case we can say that a private
defined in Section 3(1)(iv) of the CompanIes (Amendment) Act, 2000 company which is the subsidiary of a public company will not lose its
as a company which: basic characteristics.
(a) is not a private company; MARCH 2007
(b) has a minimum paid up capital of five lakh rupees or such QUERY
higher paid up capital as may be prescribed;
A company imported a software which requires another
(c) is a private company, which is a subsidiary of a company,
software to be loaded into a computer. The company claimed
which is not a private company.
import duty exemption on the software so imported. The
Private company is defined in Section 3(l)(iii) of Companies exemption was refused by the Revenue Authorities on the ground
(Amendment) Act, 2000 as a company which has a minimum paid up that as the software requires another software to be loaded into a
capital of one lakh rupees or such higher paid up capital as may be computer, it is not a software and as such not eligible for duty
prescribed, and by its articles:
exemption. Is the stand of the Revenue Authorities tenable in
(a) Restricts the right to transfer its shares, if any; law?

Student Company Secretary 26 August 2007

 Quiz - Prize Winners
WINNERS requires another software for loading it, is also software. And in the
First Prize given case, the revenue cannot refuse to grant exemption on the ground
that software requires another software for loading.
P.S. Sarala, (CR 0326301) 8 (154), Kumara Guru Pallam Road, Near
Chellan Nagar, Pondicherry 605011 APRIL 2007
Second Prize QUERY
Sachin Agarwal, (Regn. No. NR0335881/07/02) 9/13, Mohan Mandir A Banking Company was Constituted under the Banking
Gali, Bagh Muzaffar Khan, Agra (UP) 282 002 Companies (Acquisitions and Transfer of Undertakings) Act, 1980.
ANSWERS It desired to merge with it its subsidiary incorporated under the
Companies Act, 1956. Can this merger be done under the
FIRST PRIZE provisions of Sections 391 to 394 of the Companies Act, 1956?
The facts of the given query resembles the facts of the case of WINNERS
Commissioner of Customs v. Pentamedia Graphics Ltd. [2OO6 (198)
ELT 164 (SC)] Ashok Bhan & Markandey Katju, J.J. (decided on First Prize
9.5.2006)] reported in Student Company Secretary, August 2006. Sriram Mohan (SR0286956/11/03) L-204, II Floor, P.G. Apts. S.M.
Factual Context : The assessee claimed import duty exemption Road, Jalahalli West, Bangalore 560015, Karnataka.
on imported software called 'Motion Capture Animation Files' (MCAF) Second Prize
by classifying it as information technology software which required Sachin Agarwal, (Regn.No. NR0335881/07/02) 9/13, Mohan Mandir
another software called 'Soft Image' to load in the computer. Gali, Bagh Muzaffar Khan, Agra (UP) 282002.
The exemption was denied by revenue contending that MCAF could ANSWERS
not be considered as software as another software is required to load
MCAF in the computer. The tribunal ruled in favour of the assessee FIRST PRIZE
and the revenue appealed to the Supreme Court. The facts and circumstances of the given query resemble the fact
Decision: Appeal dismissed. and situation in "Vibank Housing Finance Ltd, In Re" [(2006) 72 CLA
341 (KAR)] Ram Mohan Reddy, J as reported in Student Company
Reason: The programme which has to be loaded on the computer Secretary August 2006.
continues to be a software even though a loader programme is required
to load software on the disk of computer which is called as 'Boot Brief Facts: The petitioner company filed a petition for the sanction
Strapping' as evident from the book on Computers and Microprocessors of the scheme of amalgamation with Vijaya Bank. The petitioner
by A.C. Downton. MCAF continues to be a software even if another company is a wholly owned subsidiary of the transferee company.
software called Soft Image is required to get the final result and entitled The shareholders of both the companies approved the scheme.
to exemption. However, the Regional Director raised an objection that the transferee
company being a body corporate is not a company under the Act.
Conclusion: In the light of above decision, the stand of the revenue Consequently it cannot become a transferee company within the
authority in the given query is incorrect and the import duty exemption meaning of Section 394 (4)(b) of the Act.
is to be granted.
Decision: Objection overruled and scheme sanctioned.
SECOND PRIZE
Reason: The Regional Director of the Department of Company
No, the action of the Revenue Authorities for refusing the exemption Affairs* filed a report stating that the transferee company is a scheduled
on the import duty on software due to requirement of the another bank, a company within the meaning of the said term under the Banking
software for loading of it is not tenable. Companies Acquisition Act, and hence, not a transferee company
The facts & circumstances of the given query is similar to the facts under Section 394 (4)(b) of the Act. In addition it is stated that the
& circumstances of the case "Commissioner of Customs v. Pentamedia transferee company files no separate petition.
Graphics Ltd [2006(198) ELT 164 (SC)]."
On perusal of the reply of the Regional Director for Company Affairs,
Brief Facts of the Case: - The assessee imported certain software the following questions arise for decision making in this petition:
called "Motion Capture Animation Files (MCAF). Another Software
1. Whether sanction of a scheme of amalgamation of the
called 'soft image' is required to load MCAF in the computer. The
assessee claimed import duty exemption on MCAF by classifying it transferor company, a subsidiary of the transferee com-
as information technology software. The revenue denied granting pany, a body corporate, under the Banking Companies
exemption by contending that since another software is required to Acquisition Act, is permissible under Sections 391 to
load MCAF in the Computer, MCAF could not be considered as 394 of the Act ?
software. The tribunal ruled in the favour of the assessee and revenue 2. Whether the transferee company, a body corporate is
carried the challenge to the Supreme Court for determination. And required to file separate petitions under Sections 391 to
Supreme Court dismissed the Appeal. 394 of the Act for sanction of the scheme of amalgama-
Decision and Reasons: - We, therefore, sum up our conclusions tion?
that submission of the revenue that Capture animation files are not Sub-sections (1) and (3) determine, for the purpose of the Act, a
software since another software is required to load the same is without company to be a subsidiary of another. Suffice it to state that under
any substance. It is evident from the book of computers and sub-section 1 (b) (ii), if a company holds more than half of the total of
microprocessors by A.C. Downton that a loader programme is required the equity shares, that is the holding company of the company issuing
to load software on the disk of computer. This concept is called and allotting the shares. Applying the same to the instant case the
bootstrapping. In other words, if software is required to load a entire equity shares issued by the transferor company being held by
programme on the computer then the programme which has to be the transferee company, it could be safely construed that the transferee
loaded on the computer continues to be software. Simply because the company is its holding company. In view of sub-section (4), the
motion capture animation files requires another software known as transferor company being the subsidiary of the other company, the
soft image to get the final result does not detract the goods under transferee company is deemed to be a holding company for the purpose
import from being software. The same continues to be software and of the Act. Sub-section (5) provides that the expression 'company' in
entitled to exemption.
Conclusion: - In the nutshell, we can say that software, which *Now Ministry of Corporate Affairs

Student Company Secretary 27 August 2007

 Quiz - Prize Winners
the said section includes any body corporate. Thus, under this clause transferor company, a subsidiary of the transferee company,
the term 'company' under the Act includes any 'body corporate'. a body corporate, under the Banking Companies Acquisi-
In the case of sanction of a scheme of amalgamation between the tion Act, is permissible under the sections 391 to 394 of the
companies, what is essential is a transferee company and a transferor Act?
company. Section 394 (4)(b) of the Act defines, transferee company, (2) Whether the transferee company, a body corporate is re-
as not to include any company other than a company under the Act, quired to file a separate petition under sections 391 to 394
while the transferor company to include any body corporate, whether of the Act for the sanction of the scheme of the amalgama-
company within the meaning of the Act or not. At first blush, one gets tion?
the impression that the definition of 'Transferor Company' includes a
Sub-sections (1) and (3) determine, for the purpose of the Act, a
foreign company and when read with the definition of body corporate
in Section 2(7) of the Act; the purpose of the section is to enable the company to be subsidiary of another. Suffice it to state that under sub-
compromise between foreign company and an Indian company. section l(b)(ii) if a company holds more than half of the total of the
equity shares, that is the holding company of the company issuing
Nevertheless the term 'Transferee Company' includes any company and allotting the shares. Applying the same to the instant case entire
within the meaning of the Act. A careful examination of the definition equity shares issued by the transferor company being held by the
of body corporate under Section 2(7) of the Act reveals that it is wider
transferee company, it could be safely construed that the transferee
than the term company which takes into its fold any foreign company,
company is its holding company. In the view of the subsection (4), the
a corporate constituted under any special law of India and the body
corporate, a company defined under the Act, while excluding a transferor being the subsidiary of the other company, the transferee
corporation or a cooperative society. Vijaya Bank a body corporate company is deemed to be a holding company for the purpose of the
constituted under the Banking Companies Acquisition Act is the holding Act. Sub-section (5) provides that the expression "company" in the
company for the purposes of this Act as defined in Section 4 of the said section includes any body corporate.
Act, in respect of the petitioner company, the subsidiary company. In the case of sanction of a scheme of amalgamation between the
Hence it is not difficult to hold that Vijaya Bank, though a body corporate companies, what is essential is a transferor company and a transferee
is a company for the purpose of the Act. If that were so, then Vijaya company. Sub section 4(b) of the section 394 of the Act defines,
Bank is the transferee company for the purposes of Section 394 of the transferee company, as not to include any company other than a
Act. company under the Act while the transferor company to include any
The Board of directors of the transferee company approved and body corporate, whether company within the meaning of the Act or not.
adopted the scheme of amalgamation. The Reserve Bank of India
At first blush, one gets the impression that the definition of the
permitted the transferee company to enter into a contract to takeover
its subsidiary. The scheme of transfer does not affect the right of the transferor company includes a foreign company and when read with
members or creditors of the transferee company as between the definition of the body corporate in the section 2(7) of the Act, the
themselves and the company. purpose of the section is to enable the compromise between foreign
company and Indian company, the transferee company. Nevertheless
Applying the facts of the given case to query, it can be concluded
that a Merger can be effected under the provisions of sections 391 to the term transferee company includes any company within the meaning
394 of the Companies Act, 1956. of the Act. A careful examination of the definition of the body corporate
under sub-section 7 of the section 2 reveals that, it is wider than the
SECOND PRIZE
term company which takes into fold any foreign company a corporate
Yes, this merger can be done under the provisions of the sections constituted under any special law of India and body corporate, a
391 to 394 of the Companies Act, 1956. company defined under the Act, while excluding a corporation or
The facts & circumstances of the given query are similar to the cooperative society. Vijaya Bank, a body corporate constituted under
facts & circumstances of the case of VIBANK Housing finance Ltd. in the Banking Companies Acquisition Act is the holding company for
[re(2006) 72 CLA 341 (Kar) [Ram Mohan Reddy. J. [Decided on the purposes of this Act as defined in the section 4 of the Act, in this
13.07.2005]. respect of the petitioner company, the subsidiary company. Hence it
Brief Facts of the Case: - The petitioner company filed a petition is not difficult to hold that Vijaya Bank though a body corporate is a
for the sanction of the scheme of the amalgamation with Vijaya Bank. company for the purpose of the Act. lf that be so then Vijaya Bank is
The petitioner company is wholly owned subsidiary of the transferee transferee company for the purpose of section 394 of the Act.
company. The scheme was approved by the Shareholders of both the The board of directors of the transferee company in the meeting
companies. However Regional Director has raised the objection that held approved and adopted the scheme of amalgamation. The Reserve
the transferee company being a body corporate and not a company Bank of India permitted the transferee company to enter into a contract
under the Act it cannot become the transferee company within the
to takeover its subsidiary. The scheme of transfer does not affect the
meaning of section 394(4)(b) of the Act.
right of the member or creditors of the transferee company as between
Decision and Reasons: - objection overruled and scheme themselves and the company. No, new shares are issued there being
sanctioned. The reason of it is following: no reorganization of the share capital of the transferee company. In
The Regional Director of the Department of the Company Affairs* this situation, there is no need to file an application and a petition
filed a report dated 28th March, 2005 stating that the transferee under sections 391 to 394.
company is a scheduled bank a company within the meaning of the Conclusion: - ln the nutshell, we can say on the basis of the
said term under the Banking Companies Acquisition Act, and hence decision of the court that we should take the meaning of the company
not a transferee company under section 394(4 )(b) of the Act. In Addition in the wider sense for the purpose of the amalgamation under sections
it is stated that no separate petition is filed by the transferee company. 391-394.
On a perusal of the reply of the Regional Director for the company May 2007
Affairs, the following two questions arise for the decision making in
this petition: QUERY
(1) Whether sanction of a scheme of amalgamation of the The Managing Director of a company who has no authority,
dismissed one of the employees of the company for various
*Now Ministry of Corporate Affairs (continued on page 32)

Student Company Secretary 28 August 2007

 News and Announcements
In all 16 students participated in the event including three students
NEWS AND ANNOUNCEMENTS from Jaipur Chapter and two students from Modinagar Chapter. J.K.
Bareja, FCS, Sangeet Kedia, ACS and Vishal Arora, ACS were the
EASTERN INDIA REGIONAL COUNCIL judges at the Regional Round (North). Following three students were
declared winners to represent NIRC at National Round : Nikita Kumar
BHUBANESWAR CHAPTER (Jaipur), Supinder Kaur Bhui (New Delhi) and Chitra Mehta (New Delhi).
Company Law Quiz Seventeenth Academic Development Programme
On 14.7.2007 the Chapter organised Company Law Quiz On 16.06.2007 the NIRC conducted its 17th Academic
Competition (Chapter level) at its premises to select the best two Development Programme.
students from the Chapter to participate in the Regional round up at
A.K. Srivastava, in his welcome address informed the participants
EIRC. Chittaranjan Pal, Final & Rashmi Ranjan Satapathy, Intermediate
about the forthcoming ADPs and also informed them that by attending
students of the Chapter were adjudged as the winners and were
one full day seminar they can get one ADP credit. He also informed
selected to participate in the EIRC level round of All India Company
them about the corporate membership scheme of NIRC.
Law Quiz competition held at EIRC premises on 23.7.2007.
Chittaranjan Pal was selected as one of the best two students from S. Koley, Secretary, NIRC while addressing on the occasion,
EIRC level round to participate in the National level Company Law congratulated the participants for reaching up to this level. He gave
Quiz. some practical tips to the participants and also shared his practical
experience. At the end S. Koley distributed completion certificates to
NORTHERN INDIA REGIONAL COUNCIL the participants also.
Inauguration of 107th SMTP Twenty-seventh Training Orientation Programme (TOP)
th
On 18.06.07 the 107 SMTP conducted by the Regional Council On 11.6.2007 the 27th Training Orientation Programme (TOP) was
was inaugurated at NIRC-ICSI Building, New Delhi. Chief Guest on inaugurated. A.K. Srivastava, Executive Officer, NIRO, in his welcome
the occasion was A.K. Chaturvedi, Official Liquidator, Delhi High Court. address explained the significance of training orientation programme
and the purpose of the Institute behind introduction of TOP.
Ashu Gupta , Chairperson , SMTP Committee said that its a last
leg of training for the SMTP participants. She briefly informed the S. Koley, Secretary, NIRC while addressing the participants on the
participants what SMTP is all about. She said that learning is a occasion informed them about the training requirements of the
continuous process and continuous updation is the need of the company secretaries curriculum. He shared his experience when he
profession of Company Secretary. was a student.
S. Kumar, Senior Director, Legal, Membership and Training while Hitender Mehta, Vice Chairman, NIRC while speaking on the
addressing the participants thanked A.K. Chaturvedi for sparing time occasion said that soft skills are very important. Presentation in totality
and educating the participants regarding Official Liquidation is important. Dressing, communication skills are important but mainly
proceedings. Since C.S is a distant learning program,Training plays a knowledge is the key to success. He mentioned that during training
vital role. He briefly informed them about the objective of SMTP and one has to take initiatives and responsibilities. During training there
what SMTP is all about. He suggested the participants to go through are plenty of opportunities available. He suggested the participants to
the modules given to them. He emphasized on the requirement of keep them updated, explore new things and try to make rapport with
continuous updation, interaction with the senior members and also the seniors. At the end he offered his best wishes to the participants.
among themselves. He stressed on the professional ethics to be On 15.6.2007 at the valedictory session of the TOP, A.K.Srivastava
followed by the participants after getting membership. He offered his while Initiating the proceedings asked the participants whether they
best wishes to the participants. found any value addition after attending the five days Training
S. Koley, Secretary, NIRC while speaking on the occasion said Orientation Programme. S. Koley, Secretary, NIRC while addressing
that change is inevitable, there are lot many changes in the C.S on the occasion encouraged the participants and gave practical tips
curriculum and also in corporate world. To be a professional is not just to them. He mentioned that to be a successful professional, continuous
to acquire academic knowledge and excellence but also its practical updation and adaptation according to changing requirement is the
applicability in excellent manner is very important. Reading between key to success. At the end, he offered his best wishes to the
the lines of the book is very important. He offered his best wishes to participants.
the participants.
Ranjeet Pandey, Regional Council Member, NIRC while addressing
Chief Executive A.K. Chaturvedi while speaking on the occasion on the occasion, shared his experience when he was a trainee. He
thanked NIRC for giving him the opportunity to address the participants. called for suggestions and feedbacks from the participants. Some of
He guided the participants about different areas in which they can the students came forward and shared their experience and gave
have expertise. He also requested the Institute that liquidation should certain suggestions. At the end, Training Completion Certificates were
be included in the syllabus of company secretaries. He said that as distributed to the eligible participants.
formation of company is important in the same way its dissolution is
AGRA CHAPTER
equally important. He expressed his gratitude to NIRC and offered
his best wishes to the participants. Elocution Competition
Sixth All India Elocution Competition 2007 Regional On 1.7.2007 the Elocution Competition on Independent Directors
Round - North from Different Functional Areas are necessary for Good Corporate
Governance was conducted by the Chapter. The participants presented
On 28.6.2007 the Regional Council organized 6th All India Elocution
their thoughts and said that the Independent Directors are able to
Competition to select best three contestants to represent NIRC at the
improve the decision making process of the Board of Directors and
National Round of said competition scheduled to be held at New
exercise control over it; that they can help the company to survive,
Delhi. The topic of the Regional Round was Independent Directors
grow and prosper over the time, that Independent Directors from
from Different Functional Area are Necessary for Good Corporate
different functional areas are the experts of their fields, therefore they
Governance.
Student Company Secretary 29 August 2007
 News and Announcements
can give their expert opinion to the Board. As the independent directors that Jaipur Chapter would get first prize by proving the same winning
do not have any pecuniary interest in the company, they can work for aptitude, momentum, thrill and enthusiasm of the participants.
the betterment of the investors. On the other hand according to the Company Law Quiz for Students
opinion of one speaker the thought of independent directors is
irrelevant. When a person is appointed by the promoters of the On 17.7.2007 the Company Law Quiz Competition for the students
company how can he be against the policies of the company framed was organized at the Chapter level. A good number of students
by them? And when the Board have an influential person, then how participated in the competition which was on the queries culled out
will he be able to protest them? from various provisions of the Companies Act. The judges of the
competition were Girish Goyal, Chairman, Vimal Gupta, Vice Chairman,
In this contest, the winner was Dimple Sachdeva , first runner-up Shyam Agarwal, Treasurer, Yogesh Sachdeva, DOC and Anju Sood.
was Chitranshi Agarwal and the second runner-up was Manish Agarwal.
The judges were C.S. Gagan Burman, C.S. Anuj Ashok and C.S. Latika Ankit Dangayach was declared as best and Himanshu Sharma
Mittal. as the 2nd best participants in the competition. The two from the Chapter
would participate in the Regional level competition.
Company Law Quiz
Girish Goyal expressed his pleasure for such programmes which
On 8.7.2007 the Chapter conducted the Company Law Quiz strengthens the academic knowledge of the students and gave an
wherein eight teams comprising students of Intermediate and Final opportunity for proving excellence in the professional life.
course participated. The winners of the Quiz Programme were Mohit
Verma & Nitesh Jain (Intermediate) the first runners-up were Satish KANPUR CHAPTER
Jadoun & Sachin Agarwal (Final) and the third runners up were Hem Ninth Training Orientation Programme (TOP)
Sharma & Sonia Agarwal (Final). On 27.6.2007 the 9 th Training Orientation Programme
The winners would represent Agra Chapter at Regional level. The (TOP)organized by the Chapter for the students who have completed
programme was conducted by Anju Jain, Chapter Secretary. Intermediate/Final stage of Company Secretaryship Course was
On the occasion of Company Law Quiz, C.S. Pramod Sharma, inaugurated by Daljeet Kaur Bhatia, Vice Chairman of the Chapter
former Chairman of Agra Chapter was honoured on his nomination in alongwith Shravan Kumar Vishnoi, Chapter Secretary, Manish Kumar
the Students Committee of NIRC of the ICSI. Pandey, Programme Director of the Chapter, Ajai Kumar Sharma,
Associate Member of the Institute, Pushpraj Singh, Practising Company
Pramod Sharma announced conduct of Training Orientation Secretary. On this occasion students were advised to share their
Programme (TOP) in Agra which was proposed to be held by the end views. The programme was coordinated by K.L. Kushwaha, Chapter
of August . Official.
CHANDIGARH CHAPTER On 1.7.2007 at the valedictory session of the TOP, Certificates
Twenty-third Secretarial Modular Training Programme were distributed amongst the TOP participants by Shravan Kumar
On 20.5.2007 the Chapter conducted the Valedictory Function of Vishnoi along with Manish Kumar Pandey and S.N. Agarwal, Fellow
the 23rd Secretarial Modular Training Programme at Chandigarh. Member of the Institute. Group discussion and presentation competition
Manmohan Juneja, Registrar of Companies, Punjab, Chandigarh and were held during the 5 days training programme and Manishi Tandon
Himachal Pradesh, Jalandhar was the Chief Guest. Prof. Ajay Sharma, for group discussion and Anshul Agarwal for presentation were selected
Co-ordinator of the SMTP said that during the 15 days training as the best participants.
programme a lot of practical things had been told to the participants
which would enhance their knowledge and help them in developing SOUTHERN INDIA REGIONAL COUNCIL
their future career. Commencement of Oral Coaching Classes
Manmohan Juneja emphasized on the importance of company On 16.7.2007 the SIRO of the ICSI commenced Intermediate Group
secretary in todays world and extended his support in the profession II (Morning) and Group-I (Evening) Oral Coaching Classes for
of company secretaries. He made them aware about the various roles, December 2007 examination at ICSI-SIRC House, Chennai.
duties, functions and responsibilities of company secretaries. He
conveyed his best wishes to the participants and distributed the training Again on 23.7.2007 SIRO of the ICSI commenced Foundation
completion certificates to all eligible candidates. Course (Morning) and (Evening) Oral Coaching Classes for December
2007 examinations at ICSI-SIRC House, Chennai.
The valedictory function was attended by a large number of faculty
members. The certificate for best participant of the SMTP was awarded Sixtieth Secretarial Modular Training Programme
to Tripti Gupta. Girish Madan, Secretary co-ordinated the valedictory Inaugural Session: On 18.7.2007 the ICSI-SIRC organized the
session of the 23rd SMTP. inaugural session of the 60th Batch of Secretarial Modular Training
JAIPUR CHAPTER Programme at ICSI-SIRC House, Chennai. Venkatesh Bhimaraj,
Commercial Head ,Tramilnadu Circle, Reliance Communications,
Moot Court Competition for the Students Chennai was the Chief Guest who in his address at the outset
On 10.7.2007 the Moot Court Competition for the students was congratulated the participants for having successfully passed the final
organized at the Chapter level. A good number of students participated examination of the ICSI. He emphasized the importance of attending
in the competition which was on the case study based on various the SMTP and to make use of senior faculty members to update latest
provisions of the Companies Act. The judges of the Competition were developments/amendments taking place in the corporate world. He
Girish Goyal, Chairman, Amol Vyas, Advocate, Vimal Gupta, Vice also said that there were ample opportunities for the budding
Chairman, Shyam Agarwal, Treasurer, Yogesh Sachdeva, DOC and professional especially in the areas of mergers and acquisitions, case
Aadhya Chouchan. analysis and legal areas. He advised the participants to be confident
Kadambiri Pania, Geeta, Gurpreet and Kanika were adjudged as and visualize greater achievements in the corporate world.
the winners who in turn would participate in Regional level competition. Earlier Sarah Arokiaswamy, Deputy Director, ICSI-SIRO detailed the
Girish Goyal, expressed his pleasure for the calibre coupled with participants about the training programme and its importance and also
excellence of the students witnessed in the competition and wished briefed the general guidelines to be observed by the participants.

Student Company Secretary 30 August 2007

 News and Announcements
K.Ramasamy, Member, ICSI-SIRC in his concluding remarks said that Awareness Programme in Association with IQRA Hyderabad at
the participants should update their knowledge regularly and also be Hyderabad. Datla Hanumanta Raju, Council Member, the ICSI
acquainted with the latest provisions taking place in the corporate world. addressed the students about the Institute, Company Secretaryship
Valedictory Session: On 3.8.2007 at the Valedictory Session of the Course and the opportunities available to the profession of CS. He
SMTP, V. Sundar, Chief Financial Officer, Take Solutions Ltd., Chennai also explained them how professional courses are different from
was the Chief Guest. While addressing the participants he said that traditional courses. He advised the students to pursue the course along
the function of the company secretaries at present has undergone with the graduation so that Company Secretaryship Course could be
tremendous change. The company secretary has played a multifaceted completed along with graduation.
role in different areas like IPR, Joint Ventures and amalgamations Earliest Prof. V. Balamohan Das, Vice Chancellor, Acharya
besides corporate laws. He is responsible for implementation of Nagarjuna University who was the Chief Guest addressed the students
corporate governance practice in the corporates. V.Sundar distributed and congratulated the organizers for conduct of such programmes for
Training Completion certificates to the eligible participants. the benefit of the student community. M. Gopal, IAS, Secretary to the
The programme was conducted by Sarah Arokiaswamy, Deputy Governor of Andhra Pradesh presided over the programme. The
Director,SIRO. programme was attended by around 200 students.
7th All India Company Law Quiz Southern India Regional Again on 14.7.2007 a Career Awareness Programme in Assocation
Round with Sri Satya Sai Seva Samithi, Adilabad was held at Adilabad. S.S.
Marthi, Chairman of the Chapter explained to students about the
On 23.7.2007, the 7th All India Company Law Quiz Competition Institute, Company Secretaryship Course, Registration, Syllabus, Fee
(Southern Regional Round) was held at ICSI SIRC House, Chennai. Structure, System of Coaching, Examination, Exemptions, Employment
Ten (10) Teams participated in the Competition. Gopal Krishna Raju, opportunities etc. He also explained the gathering the advantages of
a Member of the Institute, Chennai acted as the Quiz Master. professional courses as compared to academic courses.
Pracheta and Kamal Kumar, representing Mysore Chapter were Nearly 1500 (Intermediate and Degree) students attended the
declared as winners of the Semi-Final Southern Regional Round. The programmes. Apart from principals and correspondents, lecturers, a
winners would be representing the Southern India Regional Council at good number of teaching staff also participated in the programme
the National level competition which was to be held at Kolkata. with keen interest and also evinced interest in knowing the details of
Career Awareness Programme the company secretaryship course.
On 4.8.2007,S. Diraviam, Chairman, SIRC of the ICSI and Sarah The programme was inaugurated by Dinakar Babu, Joint Collector,
Arokiaswamy, Deputy Director, SIRO participated in a Career Adilabad. Later A.Kumar Superintendent of Police, Adilabad also
Awareness Programme organized by the Department of Commerce, addressed the students. S. Bala Chandra, Company Secretary,
Gurunanak College, Chennai. Sivashakthi, Bio Planttec Ltd. coordinated the programme and he
S.Diraviam, spoke about the role and function of company secretary addressed the students on National Building & Personality
and importance of the profession of company secretary in the changing Development etc. which was very well received by the students. The
business scenario. He said that the company secretary occupies an meeting was very well organized which was appreciated by the Joint
important position in the organizational hierarchy and had also Collector, Superintendent of Police who also congratulated the
enumerated the opportunities available for those who have completed organizers for smooth conduct of the programme and requested them
the company secretaryship course. He advised the students to take to conduct more such programmes in the same spirit.
up the C.S. course at the earliest possible and enter into the profession. Academic Development Programme on Time
Sarah Arokiaswamy, explained about the registration procedure, Management & Stress Management
syllabus, examination, course fee, exemptions pertaining to Company On 7.7.2007 the ICSI-Hyderabad Chapter organized its 11th
Secretaryship Course. She also mentioned the various services being Academic Development Programme on Time Management and Stress
provided by the Southern Regional Office viz., spot admission, library Management at its premises. Shujaath Bin Ali, Member, Managing
facilities, oral coaching and students programme which include Committee of the Chapter welcomed the students and explained the
seminar, elocution competition, company law quiz, moot court importance of the theme. KVYN Prasad, Director, Hidden Treasure
competition, etc. and working in Railways was the speaker. The session started with a
BANGALORE CHAPTER tale. He spoke about Materialistic Approach, Spiritualistic Approach,
Materialistic Success and Spiritualistic Success. The session included
Preliminary Round of 6th All India Elocution Competition ways to overcome pressures when a person feels overburdened. He
On 23.6.2007 the Chapter conducted the preliminary round of the also emphasized about the power of brain. The capacity of human
6th All India Elocution Competition at its premises on Independent brain and the wonders one can do by using the brain. The speaker
Directors from Different Functional Areas are Necessary for Good differentiated and explained the difference between Stress, Tension,
Corporate Governance. G.V. Srinivasa Murthy, Chairman, Worry and Anxiety.
Dwarakanath C, Vice Chairman and S.M. Pramod, Treasurer of the Company Law Quiz
Chapter comprised the panel of judges. Abdul Hadi Shaikh and
Gunasekhar Mprala were both chosen to represent the Chapter at On 7.7.2007 the ICSI-Hyderabad Chapter organized a Company
the Regional round of the Elocution Competition. Law Quiz for students. SS Marthi, Chairman of the Chapter welcomed
the students & explained the importance of the Quiz. Rajnish C. Popat,
Students' Meet Chairman, Oral Coaching & Students Facilities Committee acted as
On 16.6.2007 the Chapter organized a students meet at its the quiz master. Prateek Hiremath and Jineshwar Kumar Sankhala
premises. Pramod, Chapter Treasurer; Ricabh, Member of the Institute students were selected & sponsored to participate at the Regional
and Sangeetha Flora, Executive Officer of the Chapter addressed the Level Company Law Quiz scheduled to be held at Chennai. A good
students. The students also interacted with all present sharing their number of students participated in the Quiz Programme.
views, experience and also cleared doubts about the CS course and Elocution Competition
the profession. Fourteen students participated in the meet. On 23.6.2007 the ICSI-Hyderabad Chapter organized the Chapter
HYDERABAD CHAPTER level Elocution Competition on Independent Directors from Different
Career Awareness Programme Functional Areas are necessary for Good Corporate Governance at
its premises. J. Krishna Murthy, Former SIRC Chairman and Y.
On 1.7.2007 the ICSI-Hyderabad Chapter organized a Career
Suryanarayana, Executive Director, Color Chips India Ltd. were the
Student Company Secretary 31 August 2007
 News and Announcements
judges for the competition and addressed the students. The winners (continued from page 28)
were sponsored to participate at the Regional level Elocution misconducts. The employee questioned the validity of the
Competition to be held at Chennai. The students benefited from dismissal before a court of law. In the meantime the Board of
participating in the programme. Nearly 40 students participated in the Directors of the company ratified the dismissal of the employee
programme. by the Managing Director. Under the circumstances is the
Earlier Rajnish C. Popat, Member, Oral Coaching & Students dismissal of the employee valid in law?
Facilities Committee welcomed the gathering and also informed the WINNERS
main objectives for conduct of the Elocution Competition. First Prize
MYSORE CHAPTER T.S. Anandhi (Regn.No. SR-0257791/02/2003) S-3, Sangath
Chapter Level 5th All India Moot Court Competition 2007 Apartments, MGR Nagar I Street, Velachery, Chennai 600 042.
On 10.7.2007 the Chapter level 10th All India Moot Court Competition Second Prize
was held wherein ten students participated. The students were judged Vinod Kumar Mantoo (Regn.No. CR0330954/02/2007), Flat No.
by J. Purushotham, Advocate & Management Consulant (Labour & D-II/I, 10, Rajpur Road, Civil Lines, Delhi 110054.
Industrial Relations) and Bollamma, Principal, Sharada Vilas Law ANSWERS
College, Mysore. FIRST PRIZE
The results were announced on 11.7.2007 and the following 3 teams The dismissal of the employee is valid in law. Even though the
were selected for representing the Chapter at the Regional Level Moot Managing Director (MD) had no authority to dismiss an employee for
Court Competition which was to be held in Chennai. misconduct, the same had been ratified by the Board of Directors. It
Team A : Rakesh S and Pracheta M; Team B : Abhishek Bharadwaj relates back to date on which the action was taken. Ratification by
A and Harish B N and Team C : Shwetha Nadig and Kiran T. definition means validation of an act already done. It has legal sanctity
Programme in Honour of Success in 6th All India Elocution and the person ratifying the same takes full responsibility for the act
Competition done. It is a situation wherein the person ratifying the action puts himself
in the position of the other person as though he himself had done the
On 14.7.2007 a Joint meeting of the students and members of the act. It cures and sanctifies the ill, if any, attached to the earlier act.
Chapter was organized at the Chapter premises in honour of Rashmi The facts of the given case are similar to Maharashtra State Mining
M.R. on her success in the finals of 6th All India Elocution Competition Corpn v. Sunil (2006) 70 SCL 351 (SC). The company's MD terminated
at New Delhi. Speaking on the occasion, Rashmi was emphatic that an employee for various misconducts. The employee filed a writ petition
the students of Mysore have access to lesser infrastructure compared challenging the said dismissal order on the ground that the MD had no
to students from other cities but they are no less equipped to face the authority to do so since the same was vested in the company's Board
challenges posed by the All India Level Competitions. She thanked of Directors. While the said petition was pending the Board of Directors
one and all for the encouragement support and guidance given to her. of the company passed a resolution ratifying the MD's impugned action.
Chapter Level Company Law Quiz The Hon'ble High Court, however, set aside the termination order. The
On 15.7.2007 the Chapter level company law quiz to select the company appealed to the Hon'ble Supreme Court in the matter.
torch bearers of the Chapter for the 7th All India Company Law Quiz The Hon'ble Supreme Court allowed the appeal and held that the
was held. Attended by 15 participants, the quiz was conducted by Hon'ble High Court was right when it held that an act by a legally
Omkar, Smitha and Vageesh Hegde. The format of the quiz consisted incompetent authority is invalid. But it was entirely wrong in holding
of a knockout written round followed by oral round. The following that such an invalid act cannot be subsequently 'rectified' by ratification
students were selected for the Regional Level Company Law Quiz of the competent authority. The principle is derived from the Latin maxim
which was to be held at Chennai . 'rati habitio mandato aequiparatur', which means that a subsequent
'ratification of an act is equivalent to a prior authority to perform such
Team A : Pracheta M and Kamal Kumar an act'. Therefore, ratification assumes an invalid act, which is
Team B : Sreenivas and Venkatesh Prasad retrospectively validated.
THIRUVANANTHAPURAM CHAPTER In the instant case, the MD's order dismissing the employee from
Intermediate (Group I) Oral Coaching Classes the service was ratified by the Board of Directors. The Board of
Directors unquestionably had the power to terminate the services of
From 3rd week of August 2007 the Chapter proposes to conduct the respondent. Since the order of the MD had been ratified by the
Intermediate (Group I) Oral Coaching Classes at the Chapter Board of Directors, such ratification related back to the date of the
premises. Interested students may contact the Chapter office order and validated it. Therefore, the appeal was allowed.
between 6.30 A.M. and 8.00 P.M. on all week days (except Sunday) SECOND PRIZE
either in person or over phone 0471-2541915 or email :
Yes, the Board of Directors can subsequently ratify an order of an
[email protected]
employee as has been held by the Hon'ble Supreme Court of India in
SLP (Civil) No. 20513 of 2005 titled Maharashtra State Mining
WESTERN INDIA REGIONAL COUNCIL Corporation v. Sunil S/O Pundikaro Pathak, decided on April 24,2006.
KOLHAPUR SATELLITE CHAPTER While setting aside the judgement and an order of the high court which
held the dismissal of an employee of Maharashtra State Mining
Career Awareness Programme Corporation by the Managing Director of the said Corporation as illegal
On 4.7.2007 the Satelite Chapter organized a Career Awareness and improper on the ground that such order of dismissal was not passed
Programme at Vivekanand College, Kolhapur. V.G. Kulkarni, Company by a competent authority and subsequent ratification of the same by
the Board of Directors, which is a competent authority, could not rectify
Secretary explained about the career in company secretaryship.
such defect, the Supreme Court held that such an act of the Managing
Sangram Ghatge and Poonam Rajul, Practising Company Secretaries Director as subsequently ratified by the Board of Directors was legal
gave details about opportunities available to the company secretaries and proper in the eyes of law. The Court said that the High Court was
both in employment and practice. They also gave details of course right when it held that an act by a legally incompetent authority is
contents, mode of admission, fee structure etc. Prof. S.D. More invalid, but it was entirely wrong in holding that such an invalid act
stressed the need to seek new opportunities like company secretaries cannot be subsequently 'rectified' by the competent authority i.e. the
course. Prof. N.J. Pardeshi advised students to take advantage of Board of Directors in the instant case.
the opportunites. About 250 students took advantage of the Career Under such peculiar facts and circumstances, the dismissal of an
Awareness Programme. employee is valid in the eyes of law.

Student Company Secretary 32 August 2007

 SMTP ORGANISED BY H.Q./REGIONAL COUNCILS/CHAPTERS
ELIGIBILITY OF PARTICIPANTS : ICSI final passed candidates. SMTP COURSE CONTENTS : Module I-Filling and Filing of
Forms under the Companies Act, 1956.
Module II-Practical and Procedural Aspects of Convening and Conducting Board
Meetings & Annual General Meetings and Related Aspects.
Module III-Managing Public Issues.
Module IV-Loan
Documentation, Joint Ventures & Foreign Collaborations, Raising Finance through EURO Issues & Export and Import Procedures
and Documentation.
Module V-Practical and Procedural Aspects relating to Appearance before CLB/Under SICA, Consumer
Protection Act and Case Studies in RTP/UTP. In addition, the participants would be exposed to case studies and mock board/
general meeting, etc.

Organised by Duration of the Venue of Programme Contact Address

Programme

NIRC of 20.08.2007 NIRC Premises Executive Officer, NIRC of the ICSI, ICSI-NIRC Building, Plot No. 4,
the ICSI to Prasad Nagar, Institutional Area, New Delhi-110005 Tel. : 011-25763090/
06.09.2007 25767190, 25816593 Fax : 25722662 E-mail : [email protected]/icsi@
eth.net

Hyderabad 17.09.2007 Chapter The ICSI-Hyderabad Chapter, # 6-3-609/5, Anand Nagar Colony,
Chapter of SIRC to Premises Khairatabad, Hyderabad-500004 Tel. : 040-23399541/
of the ICSI 04.10.2007 23396494 Fax No. : 23325458 E-mail : [email protected]
EIRC of the 03.09.2007 EIRO Executive Officer, EIRO of the ICSI, ICSI-EIRC Building, 3-A, Ahiripukur
ICSI to Premises 1 st Lane, Kolkata-700019 Tel. No.22832973/22816541, Fax:033-
19.09.2007 22816542, E.Mail: [email protected]

Jaipur Chapter 29.08.2007 Office Premises Jaipur Chapter, ICSI House, A-5/A, Institutional Area, Jhalana Doongri,
of NIRC of the to Jaipur-302004
ICSI 12.09.2007
CCRT of the 22.09.2007 Office Premises Programme Coordinator, ICSI-CCRT, Plot No. 101, Sector-15,
ICSI to Institutional Area, CBD Belapur, Navi Mumbai-400614 Tel. : 022-
07.10.2007 27577814-16 Fax No. : 022-27574384 E-mail : [email protected],
(19th Residential [email protected]
S.M.T.P)

SIRC of the 18.09.2007 Office Premises SIRO of the ICSI, New No. 9, Wheat Crofts Road, Nungambakkam,
ICSI, to Chennai-600034 Tel. : 044-28279898 Fax No. : 28268685
04.10.2007 E-mail : [email protected]/[email protected]

The schedule of other SMTPs proposed to be conducted by NIRC during 2007 is as under:
NIRC : (i) 18.09.07 to 05.10.07 (ii) 28.11.07 to 14.12.07

SCHEDULE OF ACADEMIC DEVELOPMENT PROGRAMMES (ADP)

Every student of the Institute, who has been sponsored for 15 months training either in a company or under a Company Secretary in Practice is
compulsorily required to attend and complete 25 Hours Academic Development Programme (ADP). The duration of each ADP would be eight hours
and those who have attended three such programmes would be deemed to have attended 25 Hours ADP.
Fee Rs. 250/- per participant
The Schedule of ADPs proposed to be organized by the Regional Councils/Chapter is as under :-

Organised by Duration of the Venue of the Programme Contact Address

the Programme
SIRC of 15.11.2007 SIRO Premises Deputy Director, SIRO of the Chennai ICSI, ICSI-SIRC Building, New
the ICSI No. 9, Wheat Crofts Road, Nungambakkam, Channai-600034
Tel. : 044- 28279898/28222212 E-mail : [email protected]/
[email protected].
NIRC of 15.09.2007 NIRC Premises Executive Officer, NIRC of the ICSI, ICSI-NIRC Building, Plot No. 4,
the ICSI Prasad Nagar, Institutional Area, New Delhi-110005 Tel. : 25763090/
25767190, 25816593 Fax : 25722662 (STD CODE : 011)
E-mail : [email protected]/[email protected]

The schedule of other ADPs proposed to be conducted by NIRC during the year 2007 is as under NIRC: (i) 13.10.2007 (ii) 17.11.2007
(iii) 15.12.2007

Student Company Secretary 33 August 2007

 SCHEDULE OF TRAINING ORIENTATION PROGRAMMES (TOP)
Organised by Duration of the Venue of the Programme Contact Address
the Programme
EIRC of 26.10.2007 EIRO Premises Executive Officer, EIRO of the ICSI, ICSI-EIRC Bldg., 3-A, Ahiripukur
the ICSI to 1st Lane, Near Beck Bagan Nursing Home, Kolkata-700019
31.10.2007 Tel. : 22832973/22816541 Fax No. : 033-22816542
E-mail : [email protected]
NIRC of 10.09.2007 NIRO Premises Executive Officer, NIRC of the ICSI, ICSI-NIRC Building, Plot No. 4,
the ICSI to Prasad Nagar Institutional Area, New Delhi-110005 Tel. : 25763090/
14.09.2007 25767190, 25816593 Fax : 25722662 (STD CODE : 011)
E-mail : [email protected]/[email protected]
Hyderabad 03.09.2007 Chapter Programme Coordinator, The ICSI-Hyderabad Chapter, # 6-3-609/5,
Chapter of to Premises Anand Nagar Colony, Khairatabad, Hyderabad-500004 Tel. :
SIRC of the 08.09.2007 040-23399541/ 23396494 Fax No. : 23325458 E-mail : hyderabad
ICSI @icsi.edu
Bhubaneswar 08.09.2007 Chapter The Course Co-ordinator or The Office-in-Charge, Bhubaneswar
Chapter of to Premises Chapter 'ICSI Building', Plot No. 70, VIP Colony, IRC Village,
EIRC of the 12.09.2007 Bhubaneswar-751015 Tel. 0674-2552282 E-mail : bhubaneswar@
ICSI icsi.edn
Kanpur Chapter 10.09.2007 Chapter Premises Kanpur Chapter of NIRC of the ICSI, 118/90, "GUMTI PLAZA"
of NIRC of the to Kaushalpuri, Gumti, No. 5, Kanpur-208012 Tel. 0512-2296535
ICSI 14.09.2007 Fax: 0512-2212767, E-mail : [email protected] &
[email protected]

STATUS OF TRAINING
(Period from 01-07-2007 to 31-07-2007)
15 Months Training with Company/Company Secretary in Practice and 03 Months & 15 days Practical Training
STAGE-I STAGE-II
Biodata of the students sent to the companies/company Students sponsored for training
secretaries in practice for consideration
APPLICATIONS CASES
Pending Received Forwarded for Pending Pending Received No. of students Pending
Training as on during the consideration as on as on during who have actually as on
Type 30.06.07 month (upto 31.07.07) 31.07.07 30.06.07 the month taken for training 31.07.07
(upto 31.07.07)
15 Months in 22 65 63 24 20 87 90 17
Companies

15 Months with 07 14 21 NIL 17 82 89 10

CS in Practice

3 Months in NIL 37 37 NIL

Company/
15 Days in
Optional Area

2. Exemption
1. Number of applications pending as on 30.06.2007 : 13
2. Number of applications received for exemption : 20
3. Number of exemptions granted : 23
4. Number of pending applications as on 31.07.2007 : 10

Student Company Secretary 34 August 2007

LIST OF THE COMPANIES REGISTERED FOR VRL Logistics Ltd. 15 and 03 Suitable
IMPARTING TRAINING DURING THE MONTH OF Corporate Office Months Practical
JUNE, 2007 Giriraj Annexe Circuit House Road, Training
Hubli-580029, Karnataka State
Region Training Stipend EASTERN
Type (Rs.)
Lohia Securities Limited 15 and 03 Suitable
NORTHERN 6, Lyons Range, 1st Floor Months Practical
Fortis Healthcare Limited 15 Months Suitable Kolkata-700001 Training
Escorts Heart Institute and Research Training Impex Ferro Tech Limited 15 Months Suitable
Centre, Okhla Road, New Delhi-110025 35, C.R. Avenue Training
Unitech Realty Investors (India) Pvt. Ltd. 15 Months Suitable 4th Floor, Kolkata-700012
Signature Tower, "A', 7th Floor Training
South City-1, NH-8, Gurgaon-122001 CHANGE IN NAME/ADDRES S OF THE COMPANIES
IMPARTING 15 AND 03 MONTHS PRACTICAL TRAINING
Pulsar Knowledge Centre Pvt. Ltd. 15 Months Suitable
3rd Floor, Vipul Agora Training From : Sundaram Asset Management Company Limited
Mehrauli Gurgaon Road,
To : Sundaram BNP Paribas Asset Management
Gurgaon-122002
Co. Ltd.
Aravali Infrapower Limited 15 Months Suitable 2nd Floor, 46, Whites Road,
3rd Floor, Ansal Utility Commercial Training
Complex, Paschim Vihar, Chennai-600014
New Delhi-110063 From : Orient Containers Limited
Shyam Telelink Limited 15 Months Suitable To : Oricon Enterprises Limited
B-2D, Shiv Marg, Bani Park Training 1076, DR. E. Moses Road
Jaipur-302016
P.B. No. 6584, Worli, Mumbai-400018
Shristi Urban Infrastructure 15 Months 7000-
Development Ltd. Training 8000 From : Madhya Pradesh Glychem Industries Limited
F-13, Kailash Colony, New Delhi-110048 To : Anik Industries Limited
Master Capital Services Limited 15 Months Suitable 201, Mahakosh House, 7/5 South Tukoganj
1012, Arunachal Building Training Nath Mandir Road, Indore-452001
10th Floor, 19, Barakhamba Road,
New Delhi-110001 LIST OF PRACTISING MEMBERS REGISTERED FOR
WESTERN THE PURPOSE OF IMPARTING APPRENTICESHIP
TRAINING DURING THE MONTH OF JUNE, 2007
IT People (India) Ltd. 15 and 03 Suitable
IT People House Months Practical FRANCISCO DIAS PCSA-1499
Veer Savarkar Flyover, S.V. Road, Training Sapna Terraces
Goregaon (West) Mumbai-400062 Fo-20, 1st Floor, Swatantra Path,
Vasco Da Gama, Goa-403802
EWDPL India Pvt. Ltd. 15 Months Suitable
6th Floor, Treasure Island Training SANDEEP KANSAL PCSA-1500
C-303, Rajasthan Apartments
11, Tukoganj, Main Road,
Plot No. 36, Sector-4, Dwarka,
Indore-452001 M.P.
New Delhi-110075
Yahoo Web Services India Pvt. Ltd. 15 Months Suitable ASHISH KUMAR GAGGAR PCSA-1501
801, Nicholas Piramal Tower Training 206, Raghava Ratna Towers
Peninsula Corporate Park, Chirag Ali Lane, Abids, Hyderabad-500001
Lower Parel, Mumbai-400013
G MURALI KRISHNA PCSA-1502
Voltamp Transformers Limited 15 Months Suitable 206, Raghava Ratna Towers
Makarpura, Vadodara-390014 Training Chirag Ali Lane, Abids, Hyderabad-500001
Gujarat. T.T. MAHADEV PCSA-1503
Lake Meadows Hotels & Resorts Pvt. Ltd. 15 Months Suitable 206, Raghava Ratna Towers
Central Avenue Hiranandani Business Training Chirag Ali Lane, Abids, Hyderabad-500001
Park, Powai, Mumbai-400076 LATIKA MITTAL PCSA-1504
SOUTHERN C/o Mr. Nirbhay Mittal
T-11, 3rd Floor, Maruti Plaza, Sanjay Place
Archidply Industries Limited 15 Months Suitable
Agra-282002
No. 29/2, G.K. Manor, 1st Floor, Training
Nehru Circle, Sheshadrpuram PAWAN SHARMA PCSA-1505
Bangalore-560020 # 21859, Power House Road
Near Shiv Mandir, Bathinda-151001
Advanta India Limited 15 Months Suitable
203 to 205, Second Floor Training YENUGULA VENKATESWARA RAO PCSA-1506
Bhuvana Towers, S.D. Road 1-1-770/5, Near Canara Bank
Secunderabad-500003 Gandinagar, Hyderabad-500080
IP Rings Limited 15 Months Suitable BHARAT H SHAH PCSA-1507
Arjay Apex Centre Training 9/5, Sahakar Nagar, MMGS Road, Wadala
24, College Road, Chennai-600006 Mumbai-400031

Student Company Secretary 35 August 2007

JAYAN K PCSA-1508
ATTENTION STUDENTS APPEARED IN JUNE, 2007
39/3525, Kausthubham, Manikkath Road, EXAMINATIONS
Ravipuram Kochi, Ernakulam-682016
The Institute awards Merit Scholarships and Merit-cum-
NITISH CHANDAN PCSA-1509 Means Assistance to students for pursuing Intermediate and Final
B-42, Third Floor, West Patel Nagar, Courses based on their meritorious performance in the
New Delhi-110008 examinations and/or merit-cum-need basis on their passing
MANOJ PRASAD SHAW PCSA-1510 Foundation and Intermediate examinations respectively, as per
42/1, BB Ganguly Street, 2nd Floor, the criteria stipulated under the Merit Scholarship (Company
Secretaryship Course) Scheme, 1983 and Merit-cum-Means
Kolkata-700012
Assistance (Company Secretaryship Course) Scheme, 1983.
D R SHRESSHA PCSA-1511 MERIT SCHOLARSHIP : In pursuance of para 7 of the Merit
T-119, 35th Cross, 4th T-Block, Jayanagar, Scholarships (Company Secretaryship Course) Scheme, 1983,
Bangalore-560041 15 numbers of Scholarships are awarded each for Intermediate
SRIDHAR GOPAL KRISHNA MUDALIAR PCSA-1512 and Final examinations per session only to registered students,
22-A, Hanuman Nagar, Off Senapati Bapat Road, purely in order of merit, from amongst the candidates who appeared
and passed all the subjects of Foundation and Intermediate
Model Colony, Pune-411016
examination respectively, at first attempt, in one sitting, without
RINKU AGGARWAL PCSA-1513 claiming any exemption in any subject, on all-India basis and
145, Tribhuwan Complex, Ishwar Nagar, subject to fulfilling other conditions as stipulated in the said scheme.
Mathura Road, New Delhi-110065 Accordingly, students who pass the Foundation examination, June,
PRASAD HANAMANT JOSHI PCSA-1514 2007 are required to get themselves registered with the Institute for
C-III 8, Sterling Towers, Gawat Mandai, pursuing Intermediate Course within 3 months from the date of
declaration of results to become eligible for award of Scholarship.
Shahupuri, Kolhapur-416001
MERIT-CUM-MEANS ASSISTANCE : In pursuance of para 8
RAJNI AGGARWAL PCSA-1515 of the Merit-cum-Means Assistance (Company Secretaryship
406, Sector-19, Faridabad-121002 Course) Scheme, 1983, 15 numbers of Financial Assistance are
DHANRAJ SINGH THAKUR PCSA-1516 awarded each for Intermediate and Final examinations per session
S-7, 2nd Floor, Gurukripa Plaza, Zone-II only to registered students. According to the scheme, a candidate
M.P. Nagar, Bhopal-462011 has to apply in the prescribed form obtainable from the Institute,
which can also be downloaded from the Institutes website
PIYUSH BINDAL PCSA-1517 www.icsi.edu, and submit his/her application within the specified
S-7, 2nd Floor, Gurukripa Plaza, Zone-II date as notified from time to time. Any candidate applying for
M.P. Nagar, Bhopal-462011 Financial Assistance should have passed the Foundation/Both
PRABHA SHARMA PCSA-1518 Groups of Intermediate examination, at first attempt, in one sitting,
606, Eureka Hiranandani Estate without claiming exemption in any subject. If the candidate is
Ghodbunder Road, Patlipada, employed or having an independent source of income, his/her
Thane (West)-400610 income should not be more than Rs.1,50,000/- per annum and if
he/she is dependent on his/her parents/guardian/spouse, then the
SUBIR KUMAR PCSA-1519 combined income from all sources should not be more than
35, Adarsh Colony, Rs.2,50,000/- per annum and also subject to fulfilling other terms
Shri Krishna Nagar, Patna-800001 and conditions as stipulated in the said scheme.
RASHMI SAXENA PCSA-1520 Students who pass the Foundation examination, June, 2007
31/36, Old Rajender Nagar must get themselves registered with the Institute for pursuing
New Delhi-110060 Intermediate Course within 3 months from the date of declaration
of results to become eligible for award of this Financial Assistance.
ANIL SETIA PCSA-1521 A separate notification inviting applications for award of Merit-
215, Suneja Tower-II cum-Means Assistance will be published in the March/April and
District Centre, Janak Puri, September/October issue of C.S. Foundation Course Bulletin
New Delhi-110058 and Student Company Secretary Bulletin.

EMPANELMENT OF PRIVATE COACHING CENTRES FOR CONDUCTING ORAL

COACHING CLASSES FOR CS STUDENTS ON BEHALF OF THE INSTITUTE
In a path-breaking initiative, the Council of The Institute of Company Secretaries of India has decided to empanel Private Coaching
Centres for conducting the Oral Coaching Classes for the students undergoing CS Course on behalf of the Institute. At present, the
Institute is conducting the Oral Coaching Classes on its own through its Regional Councils/ Chapters/ Satellite Chapters.
This landmark decision will undoubtedly have a far reaching impact on the entire Oral Coaching System under the Company
Secretaryship Course and it provides a golden opportunity to reputed Coaching Centres in the private sector to get associated with one
of the premier professional institutes in India constituted under Company Secretaries Act, 1980, functioning under the administrative
jurisdiction of Ministry of Corporate Affairs, Government of India.
The Institute invites applications from interested institutions for conducting Oral Coaching Classes for CS Students under the
aforesaid Scheme. The Regional Councils/ Chapters/ Satellite Chapters of the Institute scattered all over India have been authorized to
scrutinize and forward the applications to Headquarters after preliminary assessment of infrastructure, etc. in the respective areas along
with their recommendations. For format of application, comprehensive guidelines and modus operandi of the Scheme, please visit the
Institutes website www.icsi.edu OR send an application directly to:- Shri Sohan Lal, Joint Director, Student Services, The
Institute of Company Secretaries of India, C-37,Sector-62, Noida-201301

Student Company Secretary 36 August 2007

 SHIFTING OF STUDENT SERVICES SECTION
In order to provide Single Window Services to the students - in close co-ordination with the Directorate of Information Technology,
Directorate of Examinations and Directorate of Finance & Accounts - it has been decided to shift the Directorate of Student Services from
17th August, 2007 to a more spacious building located at Noida; which is one of the fully developed townships in the periphery of Delhi
and also home to some of the big names in the field of Information Technology / IT Enabled Services. In view of the above, effective from
17th August, 2007(*) for all queries and services, students are advised to contact the following address: -
Joint Director (Student Services)
The Institute of Company Secretaries of India
C-37, Sector-62, Noida 201 301
Further, the contact numbers and E-Mail ids of the contact persons for various queries and services are furnished below. Students
may please note that, it is in their own interest to address the query to the right person for prompt response.

S. Nature of Query Contact Person Telephone Number E-Mail id

No. (STD Code :0120;
From Delhi : 95120)

1. Registration Status/ Issue of Study

Material, etc. for
(a) Intermediate Course Ms. Hema Malini/ 4239999 [email protected]
Ms. Anju Gupta
(b) Foundation Course Ms. Kavita Amarjeet / 4239998 [email protected]
Ms. Seema Kamboj
(c) Denovo/Extn./Final Enrolment Ms. Shobha Bhaskar/ 4239996 [email protected]
Ms. Harvinder Kaur

2. Paper-wise Exemption/ Non-receipt Mr. B S Chopra/ 4239996 [email protected]

of Registration Letter/ Identity Card/ Mr. Om Prakash [email protected]
Student Company Secretary Bulletin/
CS Foundation Course Bulletin

3. Coaching Completion Certificates/ Mr. Vinod Jetly/ 4239997 [email protected]

Suggested Answers and Response Ms. Neelam Wadhwa
Sheet Status / Compulsory Computer
Training

4. Issue of Admission Certificate for Mr. T P Balasubramanian/ 4239995 [email protected]

Examinations Ms. Durga Shankar
5. Duplicate Pass Certificiate
(a) Intermediate Mr. S P Singh/ Ms. Prem Lata 4239993 [email protected]
(b) Foundation/ Final Ms. Durga Shankar/ 4239995 [email protected]
Ms. Archana Goel

6. Transcripts/ Verification of Mr. S P Singh/ 4239993 [email protected]

Qualifications (only for students) Ms. Durga Shankar

(*) As a special case, the Examination Application Forms relating to December, 2007 session and instant registration
applications for Foundation, Intermediate and Final Stages will also be accepted at ICSI House, Lodi Road, 22, Institutional
Area, New Delhi 110 003 upto 30th September, 2007. Students are, however, advised to visit/ contact the Student Services
Section at Noida office i.e. C-37, Sector-62, Noida 201 301 for all their student related queries/ services with effect from 1st
October, 2007.

In case of any difficulty, Shri Sohan Lal, Joint Director(Student Services) may be contacted at Tel. No. 4239994.

Student Company Secretary 37 August 2007

 ATTENTION STUDENTS !
DECEMBER, 2007 SESSION OF CS INTERMEDIATE
EXAMINATION AND COMPULSORY COMPUTER TRAINING
SCHEME REG.

In terms of the Company Secretaries Regulations, 1982 (as amended) and announcements made in
this regard in the Student Company Secretary monthly bulletin from time to time, all students of
Intermediate stage intending to seek enrolment for appearing in December07 session of CS Examination
are required: -

(i) To produce a certificate from the head of the Coaching Administration of having undergone satisfactorily
a course of Postal or Oral Tuition; and

(ii) To successfully complete a Compulsory Computer Training Program as specified by the Council.

In this connection, it is to inform that the students, who do not qualify the above shall not be allowed to
write December07 session of CS Intermediate examination.

In the light of above, students are requested to invariably attach the following document(s), alongwith
the enrolment application to appear in the December07 session of CS Examinations :-

(i) Oral/Postal Coaching Certificate;

(ii) Compulsory Computer Training Certificate.

However the students who due to any reason could not enroll or complete the Compulsory Computer
Training program at the time of sending enrollment application; are advised to submit an undertaking to
the effect that they affirm to complete the required Compulsory Computer Training program on or before
24th February, 2008. Prescribed format of the undertaking is available on the website of the Institute viz.
www.icsi.edu.

Students seeking enrolment to appear in December07 CS Intermediate Examination may submit the
examination form, together with copies of certificate(s) viz. Coaching Completion & Compulsory Computer
Training, besides requisite examination fee etc. on or before 25th September 2007 and with late fee on or
before 10th October, 2007.

Student Company Secretary 38 August 2007

 COMPANY SECRETARIES EXAMINATIONS DECEMBER, 2007
TIME TABLE & PROGRAMME
MORNING SESSION AFTER-NOON SESSION
9.30 AM TO 12.30 PM 1.30 PM TO 4.30 PM
DATE AND
FINAL FOUNDATION INTERMEDIATE
DAY
26.12.2007 Advanced Company General and Commercial Laws
Regn. No. 42947/84

Wednesday Law and Practice

27.12.2007 Secretarial Practice relating to
Thursday Economic Laws and Drafting Company Accounts and Cost &
& Conveyancing Management Accounting
Posting Date : 20/21-08-2007

GROUP-I
28.12.2007 Secretarial, Management Tax Laws

GROUP-I
Friday and Systems Audit
29.12.2007 Financial, Treasury Management Information Systems
Saturdary and Forex Management & Corporate Communication
30.12.2007 Corporate Restructuring English and Business Company Law
Sunday Law and Practice Communication
31.12.2007 Banking and Insurance Basic Economics & Company Secretarial Practice

GROUP-II
Monday Law & Practice Business Environment
01.01.2008 World Trade Organisation
Tuesday International Trade, Financial Accounting Economic, Labour and Industrial Laws
Joint Ventures and
Foreign Collaborations GROUP-II
02.01.2008 Direct and Indirect Taxation Elements of Business Laws Securities Laws and Regulation
Wednesday Law and Practice and Management of Financial Markets

GROUP-III
03.01.2008 Human Resources Management and Information Systems and
Thursday Industrial Relations Quantitative Techniques

Delhi.

SECRETARIES OF INDIA
MODE OF PAYMENT
FOR PROMPT REPLY

Lodi Road, New Delhi-110003.

If undelivered, please return to:
correspondence for prompt reply.

All fees and other dues payable to

Secretaries of India, payable at New

favour of The Institute of Company
crossed demand draft drawn in
the Institute may be remitted only by
Licensed to post without prepayment at N.D.P.S.O.

Licence No. U (C) 130/2006-08
Delhi Postal Regn. No. DL(S)01/3167/2006-07-08

ICSI House, 22, Institutional Area,

THE INSTITUTE OF COMPANY
their Registration Number in all
Students are requested to quote