from the chairman - icsi · 2011-11-12 · 5th december service tax authorities 4. external...

November, 2011 3 NIRC-ICSI Newsletter

Dear ProfessionalColleagues,We are witnessing the eraof knowledge and intellectand we need excellence inthe applicability of ourdiversified knowledge inorder to get brand equityfor our profession.Globalization has offered a

lot of opportunities but alongside it has alsothrown upon us challenges in terms ofcompetence, knowledge management anddelivery of quality services. We have to reorientourselves in line with changing needs andestablish ourselves as indispensable to CorporateGovernance process. The success of a professionaldepends upon his ability to enhance hisconceptual, academic and interpersonal skills andthat is possible only by constant updation ofknowledge.39th National Convention of Company SecretariesFriends, I am delighted to share with you that 39th

National Convention of the Company Secretarieswas successfully organized by the Institute on 13th,14th & 15th October, 2011 at Agra on the topic“Corporate Dynamism and InnovativeProfessionalism”. Approx. 1000 delegatesattended this Annual mega event of the Institute.The Convention was inaugurated by the H. E. Mr.B L Joshi, Hon’ble Governor of Uttar Pradesh andit was an Honor for team NIRC to receive all IndiaBest Regional Council award for the years 2009& 2010 from the hand of His Excellency. Theconvention was addressed by the eminent facultyfrom the Government and the Corporate Sector.Shri Arun Jaitley, Hon’ble Member of Parliamentand Leader of Opposition in Rajya Sabha was theChief Guest and Justice Dilip Raosahib Deshmukh,Chairman, Company Law Board was the Guestof Honour at the Closing Plenary.I wish to place on record my appreciation andsincere thanks to all the delegates, who have madethis convention a grand success with theirpresence and participation during deliberations.

From the Chairman

Brand Building and Chapter DevelopmentFriends, I have already shared with you in myprevious communication regarding our visits tovarious chapters and other places for the purposeof Brand Building of the profession and thedevelopment of the chapters. During the month,we have visited Agra, Gorakhpur, Jalandhar andLudhiana. In order to give publicity about theprofession in print media, Press Conferences werealso being organized at these places. Afterinteracting with the members and students there,NIRC noted the problems and challenges beingfaced by them and assured its full support.Study Circle/ Study Group MeetingsThe regulatory environment across the world hasundergone a sea change and India is not anexception to it. One of the most recent changes isthe New Takeover Code. In order to apprise ourmembers, on 21st October, 2011, NIRC organizeda Study Circle Meeting on the same topic atYMCA Conference Hall, New Delhi. CS PavanKumar Vijay, Past President, ICSI and ManagingDirector, Corporate Professionals Capital Pvt.Ltd., was the guest speaker on the occasion. TheStudy Groups have also organized their meetingsduring the month of October.Meeting of Practicing Company SecretariesOn 11th October, 2011, NIRC –ICSI organized aMeeting of Company Secretaries in Practice onthe topic “Opportunities for PCS under FEMA”at New Delhi YMCA Conference Hall, New Delhi.Shri Atul Mittal, Council Member, ICSI was theguest speaker on the occasion and he shared hisrich experience with the delegates.Punjab State ConferenceIn the era of cut throat competition, theprofessional should not only think about theopportunities for themselves, instead they shouldlook for creating opportunities throughprofessional value addition for the Corporate(s).Keeping above in mind, on 5th November, 2011,NIRC-ICSI organized Punjab State Conferencethrough its Ludhiana Chapter on very pertinenttheme “Corporate Growth - Creating


From the Chairman

Opportunities through Professional ValueAddition” at Ludhiana. I wish to place on recordmy sincere thanks and gratitude to all the guestspeakers for sparing their time and sharing theirrich experience with the participants. I wish toplace on record my special thanks to Mr. M GJindal, Program Director and Mr. Sushil Sharma,Program Coordinator and my Council Colleaguesfor making the Conference a grand success.Revamp of NIRC Child PortalIt gives me immense pleasure to share that NIRC-ICSI has revamped the Home page of NIRO Childportal for easy access to students and members,wherein the facility has been provided to membersand students to raise their queries relating tovarious problems being faced by them. I appealto all the members to kindly go through the childportal and provide their valuable suggestions forfurther betterment of the services being providedby NIRC-ICSI.Forthcoming ProgramsFriends, NIRC-ICSI is organizing a NCRConference on 19th November, 2011 at Noida andTwo days Orientation Program for PracticingCompany Secretaries on 3rd & 4th December, 2011.I appeal to all of you to attend these programs inlarge numbers and make them successful.I, on behalf of NIRC sincerely request you to sendyour suggestions and feedback from time to timeon the activities of NIRC. I assure you, that we atNIRC would give importance to all yoursuggestions and consider them for implementationin the right perspective.

With warm regards,

Yours sincerely,

(CS RANJEET PANDEY)[email protected]

3rd November, 2011 Mobile : 9810558049

In recent past, some of our members have died leaving behindthe spouse and minor children. In some cases providing adequatefinancial assistance to the bereaved family becomes animpediment. Although the Managing Committee of the CSBFwanted to help the bereaved family members, but it wasconstrained to do so in view of financial position of the Fund. Atpresent around 8000 members are the members of the CSBF. The fund can provide the much needed financial assistance insuch cases if the corpus of the Fund increases substantially whichis possible if more number of members are enrolled to the fund. The members in all earnestness are therefore sincerelyrequested to become the members of the CSBF by payingone time Life membership fee of Rs. 5,000/- (being increasedto Rs. 7,500/- w.e.f. 1st April 2012. )The payments made to the Fund are exempted under Section80G of the Income Tax Act, 1961.The members have to just fill up Form-A (available on the web-site of the Institute, i.e. www.icsi.edu) and send the same alongwith a cheque for Rs. 5,000 favouring ‘Company SecretariesBenevolent Fund’ payable at New Delhi to NIRC Office.Following benefits are presently provided by the CSBF1. Financial assistance in the event of death of a member of

CSBFUpto the age of 60 years

• Group Life Insurance Policy for a sum of Rs. 2,00,000;and

• Upto Rs. 1,00,000 in deserving cases on receipt of requestsubject to the Guidelines approved by the ManagingCommittee from time to time. (being increased to Rs. 5Lakhs w.e.f. 1st April 2012. )

Above the age of 60 years• Upto Rs. 1,00,000 in deserving cases on receipt of request

subject to the Guidelines approved by the ManagingCommittee from time to time.

2. Other benefits (in deserving cases on receipt of requestsubject to the Guidelines approved by the ManagingCommittee from time to time).

Reimbursement of Medical Expenses• Upto Rs. 40,000

Financial Assistance for Children’s Education (one time)• Upto Rs. 10,000 per child (Maximum for two children) in

case of the member leaving behind minor children. For more details please visit www.icsi.edu.

AN APPEAL FOR BECOMING MEMBER OF CSBF


COMPLIANCE CHECKLIST FROM 10TH NOVEMBER TO 10TH DECEMBER, 2011

Compliance Checklist

S.No. Activities Sections/Rules/ Acts/Regulations, Compliance To whom toClauses, etc. etc. Due Date be submitted

1. Submit limited reviewreport for the quarterended 30th September

Clause 41 Listing Agreement 14th November

Director Depart-mental of statisticalAnalysis andComputer Services

2. TDS Certificate inform 16A to vendors(with respect to TDSdeducted in theprevious month)

Section 203 Income Tax Act,1961

30th November To the personfrom whoseincome/paymentthe tax has beendeducted

3. Pay Service Taxcollected during theprevious month byperson other thanindividuals, proprietorsand partnership firmsin GAR-7

Section 68 readwith Rule 6Service Tax Rules,1994

The Finance Act,1994

5th December Service TaxAuthorities

4. External CommercialBorrowings ECB-2

Master CircularNo. 8/2010/-11(Annex III)

Upto 7th December

Foreign ExchangeManagement Act,1999

5. Deposit TDS fromSalaries for theprevious month inChallan No.281

Section 192

7th December

Income-TaxAuthorities

6. Deposit TDS onContractor’s Bill/RentA d v e r t i s i n gProfessional ServiceTax deducted in theprevious month

7. File monthly returnof exposure to capitalmarkets in FormNBS-6

RBI CircularNo.DNBS(RID)CC No.57/02.05.15/2005-06

8. File a monthly returnon important financialparameters of(NBFC-ND-SI)

StockExchanges

Income Tax Act,1961

Income-TaxAuthorities

7th December

Section 194C toSection 194J

Income Tax Act,1961

Para 22 NBFC-D PrudentialNorms Directions,2007

7th December

Regional Officeof Departmentof Non-bankingSupervis ion,RBI

Department of Non-Banking Supervision,RBI

7th December

Regional Officeof Departmentof Non-bankingSupervis ion,RBI

Note: Member are requested to check the latest information with the original sources. NIRC of ICSI shall not be responsiblefor the result of any action taken on the basis of above compliances published in the news letter.


Mergers and Acquisitions have increasingly become morewidespread and have emerged as a critical tool ofbusiness strategy which is being used by business entitiesaround the world. Regulators worldwide have beentrying to balance between the ever increasing demandsof the Corporate Sector for facilitating investment andbusiness needs on one hand and on the other hand forproviding framework for corporate governance,transparency and protection of stakeholder’s interest. Theregulatory environment across the world has undergonea sea change and India is not an exception. India Inc. haswitnessed a no. of changes in all most all aspects of itsregulatory environment, one of the most recent being theNew Takeover Code or in other words the SEBI (SAST)Regulations, 2011.The Regulator in India that is the Securities and ExchangeBoard of India (“SEBI”) has been constantly reviewingand changing the regulatory framework of the TakeoverCode to catch up with trends and demands of theCorporate Sector brought in by changes in the economyat the same time keeping intact its objective to provide forstrict adherence to Corporate Governance Codes andprotection of stakeholder’s interest.The SEBI provided for the Takeover Regulations in theyear 1994 and thereafter, in order to keep pace with themarket developments scrapped the SEBI (SAST)Regulations, 1994 with SEBI (SAST) Regulations, 1997based on Justice P.N. Bhagwati CommitteeRecommendations. The SEBI (SAST) Regulations, 1997 /Takeover Code 1997 has been periodically amended andhas been further reviewed by SEBI (keeping in view ofthe increased M & A Activity in India over the years) byconstitution of the Takeover Regulations AdvisoryCommittee (TRAC) in 2009 under the Chairmanship ofLate Mr. C. Achuthan. Based on the recommendationscontained in the TRAC Report dated July 19th, 2010, theSEBI (SAST) Regulations, 1997 stood scrapped andreplaced by the SEBI (SAST) Regulations, 2011 vide theSecurities and Exchange Board of India (“SEBI”)Notification dated September 23, 2011 effective fromOctober 22nd, 2011.The New Takeover Code that is the SEBI (SAST)Regulations, 2011, has got mixed reviews from both PE /Strategic Investors and that from Promoters as the keyamendments though path breaking but have multifaceted

impact on acquisition per se, control, voting rights, costinvolved etc which are critical components for everypotential acquisition.With an increase in Initial Threshold Limit from 15% to25%, one may say that there would be an increased levelof M & A activity by the Strategic Investors in the nearterm (given the prevailing attractive valuations in thecurrent market scenario) as compared to earlier scenariowherein they had to restrict their shareholding to 14.99%in order to avoid triggering an open offer which was alsononetheless viewed as a costly proposition. However, asfar as PE Funds are concerned much would depend uponCompany’s earnings, ROI’s etc for further investmentread with exit strategy in place as it is much easier for aPE Funds to exit with sale of smaller shareholding.The M & A activity especially with respect to StrategicInvestors may be further fuelled by an another keyamendment wherein the offer size has been increasedfrom 20% to 26% enabling the Strategic Investor to exercisemore control in a scenario wherein the Strategic Investoris already at an initial level of 25%, thus, pegging totalshareholding control at more than 50%.Further, key amendments in the New Takeover Code suchas requirement of minimum of 25% holding in the TargetCompany and limits on market purchases may act as adeterrent for hostile acquisitions triggering marketpurchases / negotiated deals by potential acquires inorder to cross the 25% barrier in turn making Open Offersmore costly.Besides the above, the New Takeover code seems to be inline with International Takeover Codes on introductionof provisions relating to Indirect Acquisitions and on therequirement of a recommendation on the Offer from aCommittee of Independent Directors, however, in Indiancontext, the role of Independent Directors vis-a vis theirrecommendations on the Offer needs to be furtheranalyzed and parameters devised for enablingIndependent Directors to give recommendations for theOffer.Though the actual impact of the New Takeover Codewould vary from case to case basis, nonetheless, the NewTakeover Code has indeed emerged as a game changer.

THE NEW TAKEOVER CODE-SEBI (SAST) REGULATIONS, 2011

Article


Subject Matter SEBI (SAST) Regulation, 1997 SEBI (SAST) Regulation, 2011 RemarksDefinition -Acquirer

Definition -Control

Definition –Persons Actingin Concert

Few of the key amendments under the SEBI (SAST) Regulations, 2011 vis –a –vis theerstwhile SEBI (SAST) Regulations, 1997 are as under:

“Acquirer” means any person who, directly orindirectly, acquires or agrees to acquire shares orvoting rights in the target company, or acquires oragrees to acquire control over the target company,either by himself or with any person acting in concertwith the acquirer;

“Acquirer” means any person who, directly orindirectly, acquires or agrees to acquire whetherby himself, or through, or with persons acting inconcert with him, shares or voting rights in, orcontrol over a targetCompany

The word “through” hasbeen inserted increasing thepurview and ambit of thedefinition of Acqurier.

“Control” shall include the right to appoint majority ofthe directors or to control the management or policydecisions exercisable by a person or persons actingindividually or in concert, directly or indirectly,including by virtue of their shareholding or managementrights or shareholders agreements or voting agreementsor in any other manner.Explanation: —i. Where thereare two or more persons in control over the targetcompany, the cesser of any one of such persons fromsuch control shall not be deemed to be a change in controlof management nor shall any change in the nature andquantum of control amongst them constitute change incontrol of management: Provided that the transfer fromjoint control to sole control is effected in accordance withclause (e) of sub-regulation (1) of regulation 3. Ifconsequent upon change in control of the target companyin accordance with regulation 3, the control acquired isequal to or less than the control exercised by person(s)prior to such acquisition of control, such control shallnot be deemed to be a change in control;

“Control” includes the right to appoint majority ofthe directors or to control the management or policydecisions exercisable by a person or persons actingindividually or in concert, directly or indirectly,including by virtue of their shareholding ormanagement rights or shareholders agreements orvoting agreements or in any other manner:Providedthat a director or officer of a target company shallnot be considered to be in control over such targetcompany, merely by virtue of holding such position;

Scope has been widened andexplanation stands deleted.

“person acting in concert” comprises,—1. persons who, for a common objective or purpose of

substantial acquisition of shares or voting rightsor gaining control over the target company,pursuant to an agreement or understanding(formal or informal), directly or indirectly co-operate by acquiring or agreeing to acquireshares or voting rights in the target company orcontrol over the target company,

2. without prejudice to the generality of thisdefinition, the following persons will be deemedto be persons acting in concert with other personsin the same category, unless the contrary isestablished :i. a company, its holding company, or

subsidiary or such company or company underthe same management either individually ortogether with each other;

ii. a company with any of its directors, or anyperson entrusted with the management of thefunds of the company;

iii. directors of companies referred to in subclause(i) of clause (2) and their associates;

iv. mutual fund with sponsor or trustee or assetmanagement company;

v. foreign institutional investors withsubaccount(s);

vi. merchant bankers with their client(s) asacquirer;

vii. portfolio managers with their client(s) asacquirer;

viii. venture capital funds with sponsors;ix. banks with financial advisers, stock brokers

of the acquirer, or any company which is aholding company, subsidiary or relative of theacquirer :Provided that sub-clause (ix) shall

“persons acting in concert” means,—1. persons who, with a common objective or purpose

of acquisition of shares or voting rights in, orexercising control over a target company,pursuant to an agreement or understanding,formal or informal, directly or indirectly co-operate for acquisition of shares or votingrights in, or exercise of control over the targetcompany.

2. Without prejudice to the generality of theforegoing, the persons falling within thefollowing categories shall be deemed to bepersons acting in concert with other personswithin the same category, unless the contraryis established,—

i. a company, its holding company,subsidiary company and any companyunder the same management or control;

ii. a company, its directors, and any personentrusted with the management of thecompany;

iii. directors of companies referred to in item(i) and (ii) of this sub-clause and associatesof such directors;

iv. promoters and members of the promotergroup;

v. immediate relatives;vi. a mutual fund, its sponsor, trustees,

trustee company, and asset managementcompany;

vii. a collective investment scheme and itscollective investment managementcompany, trustees and trustee company;

viii. a venture capital fund and its sponsor,trustees, trustee company and assetmanagement company;

Scope has been widened.

Article


not apply to a bank whose sole relationshipwith the acquirer or with any company, whichis a holding company or a subsidiary of theacquirer or with a relative of the acquirer, isby way of providing normal commercialbanking services or such activities inconnection with the offer such as confirmingavailability of funds, handling acceptancesand other registration work;

x. any investment company with any person whohas an interest as director, fund manager,trustee, or as a shareholder having not lessthan 2 per cent of the paid-up capital of thatcompany or with any other investmentcompany in which such person or his associateholds not less than 2 per cent of the paid-upcapital of the latter company.

Note: For the purposes of this clause “associate”means,—a) any relative of that person withinthe meaning of section 6 of the Companies Act,1956 (1 of 1956); and b) family trusts andHindu undivided families

ix. a foreign institutional investor and its sub-accounts;

x. a merchant banker and its client, who isan acquirer;

xi. a portfolio manager and its client, who isan acquirer;

xii. banks, financial advisors and stockbrokers of the acquirer, or of any companywhich is a holding company or subsidiaryof the acquirer, and where the acquirer isan individual, of the immediate relativeof such individual:Provided that this sub-clause shall not apply to a bank whose solerole is that of providing normalcommercial banking services or activitiesin relation to an open offer under theseregulations;

xiii. an investment company or fund and anyperson who has an interest in suchinvestment company or fund as ashareholder or unit holder having not lessthan 10 per cent of the paid-up capital ofthe investment company or unit capitalof the fund, and any other investmentcompany or fund in which such person orhis associate holds not less than 10 percent of the paid-up capital of thatinvestment company or unit capital of thatfund:Provided that nothing contained inthis sub-clause shall apply to holding ofunits of mutual funds registered with theBoard;

Explanation.— For the purposes of this clause“associate” of a person means,—

(a) any immediate relative of such person;(b) trusts of which such person or his

immediate relative is a trustee;(c) partnership firm in which such

person or his immediate relative is apartner; and

(d) members of Hindu undivided families ofwhich such person is a coparcener;

Subject Matter SEBI (SAST) Regulation, 1997 SEBI (SAST) Regulation, 2011 Remarks

Definition -Promoter

Definition –Promoter Group

“promoter” means—a)any person who is in control ofthe target company;b)any person named as promoterin any offer document of the target company or anyshareholding pattern filed by the target company withthe stock exchanges pursuant to the Listing Agreement,whichever is later; and includes any person belongingto the promoter group as mentioned in Explanation I:Provided that a director or officer of the targetcompany or any other person shall not be a promoter,if he is acting as such merely in his professional capacity.

“promoter” has the same meaning as in theSecurities and Exchange Board of India (Issue ofCapital and Disclosure Requirements)Regulations, 2009 and includes a member of thepromoter group;

Modified to maintainuniformity with ICDRRegulations.

Explanation I : For the purpose of this clause, “promotergroups shall include :a. in case promoter is a bodycorporate—i. a subsidiary or holding company of thatbody corporate;ii. any company in which the promoterholds 10 per cent or more of the equity capital or whichholds 10 per cent or more of the equity capital of thepromoter;iii. any company in which a group ofindividuals or companies or combinations thereof whoholds 20 per cent or more of the equity capital in thatcompany also holds 20 per cent or more of the equitycapital of the target company; anda. in case thepromoter is an individual—i. the spouse of that person,or any parent, brother, sister or child of that person ofhis spouse;ii. any company in which 10 per cent or moreof the share capital is held by the promoter or an

“promoter group” has the same meaning as in theSecurities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations,2009

Modified to maintainuniformity with ICDRRegulations. Explanationstands deleted.

Article


Definition - —Enterprise Value

Definition - —FrequentlyTraded Shares

Definition –Identified Date

Definition –Shares

Definition - —Volume WeightedAverage MarketPrice

Definition - —Volume WeightedAverage Price

Definition - —Weighted Averageno. of total shares

Substantialacquisition ofshares or votingrights. -InitialThreshold Limit

Substantialacquisition ofshares or votingrights. - CreepingAcquisition Limit

immediate relative of the promoter or a firm or HUF inwhich the promoter or any one or more of his immediaterelative is a member;iii. any company in which acompany specified in (i) above, holds 10 per cent ormore, of the share capital; andiv. any HUF or firm inwhich the aggregate share of the promoter and hisimmediate relatives is equal to or more than 10 per centof the total.Explanation II : Financial Institutions,Scheduled Banks, Foreign Institutional Investors (FIIs)and Mutual Funds shall not be deemed to be a promoteror promoter group merely by virtue of theirshareholding. Provided that the Financial Institutions,Scheduled Banks and Foreign Institutional Investors(FIIs) shall be treated as promoters or promoter groupfor the subsidiaries or companies promoted by them ormutual funds sponsored by them.

Subject Matter SEBI (SAST) Regulation, 1997 SEBI (SAST) Regulation, 2011 Remarks

“enterprise value” means the value calculated as marketcapitalization ofa company plus debt, minority interestand preferred shares, minus total cash and cashequivalents

Newly introduced

“frequently traded shares” means shares of a targetcompany, in which the traded turnover on any stockexchange during the twelve calendar months precedingthe calendar month in which the public announcementis made, is at least ten per cent of the total number ofshares of such class of the target company:Provided that where the share capital of a particularclass of shares of the target company is not identicalthroughout such period, the weighted average numberof total shares of such class of the target company shallrepresent the total number of shares

Newly introduced

Specified Date – Date not later than 30th day from thedate of PA – Regulation 19

“Identified date” means the date falling on the tenthworking day prior to the commencement of thetendering period, for the purposes of determining theshareholders to whom the letter of offer shall be sent

Newly introduced

“shares” means shares in the share capital of a companycarrying voting rights and includes any security whichwould entitle the holder to receive shares with votingrights but shall not include preference shares;

“shares” means shares in the equity share capital of a targetcompany carrying voting rights, and includes any securitywhich entitles the holder thereof to exercise voting rights;Explanation.— For the purpose of this clause shares willinclude all depository receipts carrying an entitlementto exercise voting rights in the target company;

Modified to includedepository receipts andany security

“volume weighted average market price” means theproduct of the number of equity shares traded on a stockexchange and the price of each equity share divided by thetotal number of equity shares traded on the stock exchange

Newly introduced

“volume weighted average price” means the productof the number of equity shares bought and price of eachsuch equity share divided by the total number of equityshares bought

Newly introduced

“weighted average number of total shares” meansthe number of shares at the beginning of a period,adjusted for shares cancelled, bought back or issuedduring the aforesaid period, multiplied by a time-weighing factor

Recently Introduced

15% of the voting rights of the Target Company –Regulation 10

25% of the voting rights of the Target Company{Regulation 3(1)}

Modified

15% -55% – Creeping acquisition of 5% eachfinancial year – Regulation 11

25%-75% {Regulation 3(2)} – Creepingacquisition of 5% each financial year

Modified

Article


Substantial —acquisition ofshares or votingrights

Indirect acquisition —of shares or control

Voluntary Open —Offer

Offer Size

Offer Price

Non – competeFees

Exemption fromOpen Offer

Subject Matter SEBI (SAST) Regulation, 1997 SEBI (SAST) Regulation, 2011 RemarksIndividual shareholding of such person acquiringshares exceeds the stipulated thresholds, shall alsobe attracting the obligation to make an open offer foracquiring shares of the target company irrespectiveof whether there is a change in the aggregateshareholding with persons acting in concert.

Newly introduced

Regulation 5 - acquisition of shares or voting rightsin, or control over, any company or other entity, thatwould enable any person and persons acting inconcert with him to exercise or direct the exercise ofsuch percentage of voting rights in, or control over, atarget company, the acquisition of which wouldotherwise attract the obligation to make a publicannouncement of an open offer for acquiring sharesunder these regulations, shall be considered as anindirect acquisition of shares or voting rights in, orcontrol over the target company

Newly introduced

Regulation 6 - Acquirer + PAC should hold >=25%shares in Target Company but <= maximumpermissible non-public shareholding. Acquirer +PAC should not have acquired shares of targetcompany in preceding 52 weeks without attractingthe obligation to make public announcementAggregate shareholding post open offer not to exceedmaximum permissible non-public shareholding .Further, Acquirer + PAC not permitted to acquire anyshares of target company for a period of 6 monthsafter completion of open offer. Exception to theaforesaid being by way of another voluntary openoffer or competing offer. Shares acquired throughbonus issue or stock split shall not be considered forpurpose of dis-entitlement

Newly introduced

20% of the voting capital 26% of the voting capital – Regulation 7 Newly introduced

Regulation 20 – Highest of the(a) Negotiated Price under a Share Purchase

Agreement(b) Highest of the price paid by the Acquirer or PAC

during 26 weeks prior to the PA under any public,rights, preferential issue

(c) Higher of the average weekly high and low of theclosing price quoted in the Stock Exchange wherethe share are most frequently traded during last26 weeks or average daily high and low of theprices of the shares quoted in the Stock Exchangewhere the share are most frequently traded duringlast 2 weeks preceding the date of PA.

Regulation 8 – Highest of the (a) Highest NegotiatedPrice per share of the Target Company under a SharePurchase Agreement (b) The volume –weightedaverage price paid or payable for acquisitionswhether by the acquirer or by any PAC during the 52weeks immediately preceding the date of PA (c) Thehighest price paid or payable for any acquisitionwhether by the Acquirer or PAC during the 26 weeksimmediately preceding the date of PA (d) The volumeweighted average market price of such shares for aperiod of 60 trading days immediately preceding thedate of PA as traded on the Stock Exchange where themaximum volume of trading in the shares of theTarget Company are recorded during such period,provided the shares are frequently traded. (e) In caseof infrequently traded shares – price determined bythe acquirer and the manager to the Open Offer takinginto a/c parameters such as BV, comparable tradingmultiples etc (f) Per share value computed under sub-regulation (5), if applicable

Modified and criteriafor Offer Pricesubject to parametersof Regulation 5 (2)being met or not

Permitted payment of non-compete fee of up to 25%of the offer price.

Regulation 8 (7) – the price paid for shares of the targetcompany shall include any price paid or agreed to bepaid for the shares or voting rights in, or control overthe target company, in any form whatsoever, whetherstated in the agreement for acquisition of shares or inany incidental, contemporaneous or collateralagreement, whether termed as control premium or asnon-compete fees or otherwise.

Modified

Exemption from Open Offer available where Changeof control takes place pursuant to a special resolutionpassed by shareholders by means of postal ballot–Regulation 12

Newly introducedStands scrapped

Article


General —Exemptions –Corporate DebtRestructuring

General —Exemptions –Buy Back

General —Exemptions –Buy Back

Obligations of —Target Company

Disclosure ofacquisition anddisposal

Subject Matter SEBI (SAST) Regulation, 1997 SEBI (SAST) Regulation, 2011 RemarksRegulation 10 (2) - The acquisition of shares of atarget company, not involving a change of controlover such target company, pursuant to a scheme ofcorporate debt restructuring in terms of theCorporate Debt Restructuring Scheme notified bythe Reserve Bank of India videcircular no. B.P.BC15/21.04, 114/2001 dated August 23, 2001, or anymodification or re-notification thereto providedsuch scheme has been authorised by shareholdersby way of a special resolution passed by postalballot, shall be exempted from the obligation to makean open offer under regulation 3.

Newly introduced

Regulation 10 (3) - An increase in voting rights in atarget company of any shareholder beyond the limitattracting an obligation to make an open offer undersub-regulation (1) of regulation 3, pursuant to buy-back of shares shall be exempt from the obligationto make an open offer provided such shareholderreduces his shareholding such that his voting rightsfall to below the threshold referred to in sub-regulation (1) of regulation 3 within ninety daysfrom the date on which the voting rights so increase.

Newly introduced

Regulation 10 (4) (c) - increase in voting rights in atarget company of any shareholder pursuant to buy-back of shares:Provided that,—(i) such shareholderhas not voted in favour of the resolution authorisingthe buy-back of securities under section 77A of theCompanies Act, 1956 (1 of 1956);(ii) in the case of ashareholder resolution, voting is by way of postalballot;(iii) where a resolution of shareholders is notrequired for the buyback, such shareholder, in hiscapacity as a director, or any other interesteddirector has not voted in favour of the resolution ofthe board of directors of the target companyauthorising the buy-back of securities under section77A of the Companies Act, 1956 (1 of 1956); and(iv)the increase in voting rights does not result in anacquisition of control by such shareholder over thetarget company:

Newly introduced

Regulation 26 (6) -Upon receipt of the detailed publicstatement, the board of directors of the targetcompany shall constitute a committee ofindependent directors to provide reasonedrecommendations on such open offer, and the targetcompany shall publish suchrecommendations:

Newly introduced

ModifiedEvent Based – Regulation 7 (1), (1A), (2) and (3)7 (1) – Disclosure to Company and Stock Exchange foracquiring >= 5% / 10% / 14% / 54% / 74% stake7 (1A) – Acquirer to disclose purchase or sale of >= 2%of share capital of Target Company to Stock Exchangeas well as Target Company within 2 days7 (3) – Company to disclose such information furnishedunder 7(1) and 7 (1A) to Stock Exchange within 7 daysof receipt.

Event Based - Regulation 29 (1), (2) and (3)29 (1) - Any acquirer who acquires shares or votingrights in a target company whichtaken together withshares or voting rights, if any, held by him and bypersons acting in concert with him in such targetcompany, aggregating to five per cent or more ofthe shares of such target company, shall disclosetheir aggregate shareholding and voting rights insuch target company in such form as may be specified.29 (2) - Any acquirer, who together with personsacting in concert with him, holds shares or votingrights entitling them to five per cent or more of theshares or voting rights in a target company, shalldisclose every acquisition or disposal of shares ofsuch target company representing two per cent ormore of the shares or voting rights in such targetcompany in such form as may be specified.29 (3) - The disclosures required under sub-regulation(1) and sub-regulation (2) shall be made within twoworking days of the receipt of intimation of allotmentof shares, or the acquisition of shares or voting rightsin the target company to,—(a) every stock exchangewhere the shares of the target company are listed;and(b) the target company at its registered office.

Article


ContinualDisclosures

Increase in —non-public share-holding beyondthe maximumpermissible due toOpen Offer

General —

Subject Matter SEBI (SAST) Regulation, 1997 SEBI (SAST) Regulation, 2011 RemarksRegulation 88 (1) - (1) Every person, including a person mentionedin regulation 6 who holds more than 1[fifteen] per centshares or voting rights in any company, shall, within21 days from the financial year ending March 31, makeyearly disclosures to the company, in respect of hisholdings as on 31st March.8 (2) A promoter or every person having control over acompany shall, within 21 days from the financial yearending March 31, as well as the record date ofthecompany for the purposes of declaration of dividend,disclose the number and percentage of shares or votingrights held by him and by persons acting inconcert withhim, in that company to the company8 (3) Every company whose shares are listed on a stockexchange, shall within 30 days from the financial yearending March 31, as well as the record date of thecompany for the purposes of declaration of dividend,make yearly disclosures to all the stock exchanges onwhich the shares of the company are listed, thechanges,if any, in respect of the holdings of the persons referredto under subregulation (1) and also holdings ofpromoters or person(s) having control over thecompany as on 31st March.8 (4) - Every company whose shares are listed on a stockexchange shall maintain a register in the specifiedformat to record the information received undersubregulation (3) of regulation 6, sub-regulation (1) ofregulation 7 and subregulation (2) of regulation 8.

Regulation 30 - By Person holding >=25% to TargetCompany as of March 31; The promoter of everytarget company shall together with persons actingin concert with him, disclose their aggregateshareholding and voting rights as of the thirty-firstday of March; to be made within seven working daysfrom the end of each financial year to,—(a) everystock exchange where the shares of the targetcompany are listed; and(b) the target company at itsregistered office.

Modified

In the event the shares accepted in the open offer weresuch that the shareholdingof the acquirer taken togetherwith persons acting in concert with him pursuant tocompletion of the open offer results in theirshareholding exceeding the maximum permissiblenon-public shareholding, the acquirer shall berequired to bring down the non-public shareholdingto the level specified and within the time permittedunder Securities Contract (Regulation) Rules,1957.Further, The acquirer whose shareholdingexceeds the maximum permissible non-publicshareholding, pursuant to an open offer under theseregulations, shall not beeligible to make a voluntarydelisting offer under the Securities and Exchange Boardof India (Delisting of Equity Shares) Regulations, 2009,unless a period of twelve months has elapsed from thedate of the completion of the offer period.

Newly introduced

SEBI Fees for Draft Open Offer Letter revised alongwith format of PA, Disclosures etc.

Consequentialamendments

Article

NIRC solicits your kind patronage in the form of advertisement for its Monthly Newsletter as per the tariff givenbelow :

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

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

ADVERTISEMENT FOR “NIRC-ICSI NEWSLETTER”

Compiled and views expressed by: CS Rachna Sayal○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


(In the Delhi High Court)LEGUM & LAW AWARENESS SOCIETYVS.UNION OF INDIA[AUGUST 11, 2011 (DEL)]

Crux of the Judgment- Advocates/ Corporate Advocatesshall not be regarded as practicing professionals for thepurpose of certifying various e-forms notified underCompanies Act, 1956 and Limited Liability Partnerships,2008

Facts of the Case- The petitioner filed a writ petitionunder Article 226 of the Constitution of India prayingfor following reliefs:-

i) Directing the Respondent to include the Advocates/corporate advocates in the list of PracticingProfessionals and enable them to issue variouscertificates integrated into various e-Forms, notifiedunder the Companies Act, 1956 and the LimitedLiability Partnership Act, 2008.

ii) Directing the Respondent to eliminate the obligatorycertification of e-Forms notified under the CompaniesAct, 1956 and the Limited Liability Partnership Act,2008 and convert them into their previous format i.e.physical format.

iii) Directing the Respondent to amend various e-Formsnotified under the Companies Act, 1956 and TheLimited Liability Partnership Act, 2008.

The respondent has clarified that full effect is being givento the Sections of the Companies Act, 1956 and the LimitedLiability Partnership Act, 2008 requiring the declarationsand assistance from Advocates, i.e., Section 33 and 459of the Companies Act, 1956 and Section 11 of the LimitedLiability Partnership Act, 2008.

As far as filing of other forms is concerned, these werenever filed by advocates, not even before the introductionof the e-filing. These forms always required declarationand verification to be made by the parties andauthentication or certification to be made by CompanySecretaries, Chartered Accountants and CostAccountants.

Delhi High Court held that the prayer made by thepetitioner could not be accepted.

LEGAL UPDATES

Legal Updates

(In the Calcutta High Court)SANJAY SOMANIVS.THE REGISTRAR OF COMPANIES, WEST BENGAL[AUGUST 03, 2011 (CAL)]Crux of the Case:-

Violation of Section 295 of the Companies Act, 1956would fall under Section 468 of the Criminal ProcedureCode, 1973; accordingly the time limit for takingcognizance of the offence is 1 year from the date of itscommission or knowledge by the person aggrieved.Facts of the Case:-According to the Central Government, the petitioners,Directors of the Hindustan National Glass andIndustries Ltd. has violated Section 295 of the CompaniesAct, 1956 by advancing money to a Company in whichthe Directors of the petitioner Company were holding30% of the paid up share capital, without the permissionof the Central Government. Accordingly, the Registrar ofCompanies issue a show cause notice for the violation ofSection 295(1)(d) on 14th July, 2010.Earlier, a show cause notice was sent by the RegionalDirector on 22nd December, 2008 with regard to the samematter which was satisfactorily replied by the Companyon 6th January, 2009. Thus, the Company did not repliedto the show cause notice sent by ROC on 14th July, 2010.The respondent filed an application against thepetitioner on 4th August, 2010.The petitioner Company sought relief on the ground oflimitation. The alleged violation is of Section 295. Thepenalty for such violation, if proved is six monthsimprisonment or fine or both. Hence, under Section 468of the CrPC the time limit for taking cognizance of theoffence is one year from the date of its commission orknowledge by inter alia the person aggrieved by it. Theperiod for which the violation had allegedly taken placeended 31st March, 2008.According to ROC, the date of knowledge of the violationis the date of show cause notice which is 14th July, 2010.The Court held that the Registrar was deemed to haveknowledge of the offence by 22nd December, 2008 as theknowledge by the office of the Regional Director isknowledge of the Registrar of Companies. Hence, thealleged complaint would be liable to be dismissed as thecognizance of the offence was barred and the petitionerstands discharged.


(In the Supreme Court of India)UNION OF INDIAVS.DEEPAK ELECTRIC AND TRADINGCOMPANY AND OTHER[OCTOBER 20, 2011 (SC)]

Crux of the Judgment- The time period to file an objectionagainst an Arbitral Award is within 30 days of the Service ofthe notice. Even if the person aggrieved was havingknowledge of filing the Arbitral Award, 30 days will becounted from the date of service of notice and not from thedate of knowledge of such filing.

Facts of the Case-

The parties to the case entered into a construction contract.They had referred a dispute aroused in the contract toArbitration. On the declaration of the Award by theArbitrator, such Award was filed by the respondent to theHigh Court for making it a rule of the Court under Section14 and 17 of the Arbitration Act, 1940. The petition wasregistered and numbered as a suit and notice was served onthe petitioner, but not on the Executive Engineer, C.P.W.D.The Executive Engineer addressed a letter to the Registrar ofHigh Court stating that he had not received a formal noticefrom the Court. Court directed the Respondent to issue afresh notice to Executive Engineer. While service of noticeon the Executive Engineer was awaited, UOI filed objectionsto the Award. The Respondent contended that objectionswere not filed within the period of limitation, i.e., 30 daysfrom the service of the notice of filing of the Award. UOIcontended that the service was not complete since noticewas not served upon the Executive Engineer. It was alsocontended that when suits are filed against the CentralGovernment, only UOI had to be arrayed as a party and notthe Executive Engineer and UOI had already been sent thenotice. Moreover, the Executive Engineer had acquired theknowledge of filing of award earlier, but he did not filedobjection within 30 days

Supreme Court held that

1. As the Executive Engineer was looking after thearbitration proceedings, he was the one who couldhave filed the objections to the Award on behalf ofthe UOI and thus the notice of filing of Award onhim was mandatory.

2. An application for setting aside of an award shouldbe filed within 30 days from the ‘date of service ofthe notice of the filing of Award’ and not from the‘date of knowledge of the filing of the Award.

Thus, the application for setting aside of Award is not timebarred.

Order(Order Passed by SEBI)IN THE MATTER OF PROPOSED INCREASE IN VOTINGRIGHTS OF PROMOTER GROUP OF M/s EON ELECTRICLIMITED[September 26, 2011; SEBI]

The applicant company proposed a buy-back of its shares dueto which the share holding of the promoter group wasincreasing from 44.97% to 49.97% thereby requiring them tocomply with open offer obligation under Regulation 11(1) ofthe SEBI (Substantial Acquisition of Shares and Takeover)Regulations. The promoter group made an application forexemption from open offer obligation on the followinggrounds:a) There is no direct acquisition of shares or voting rights by

the acquirers and the increase in the shareholding of thepromoters (acquirers) from current holding of 44.97% to49.97% is only incidental to the buy-back proposal of thetarget company on account of reduction in capital assumingsuccessful buy-back of 17,84,162 shares.

b) The public shareholding in the target company wouldbe at a level more than what is specified in clause 40A ofthe listing agreement and the promoters’ holding wouldbe below 50%.

c) The price at which the buy-back is proposed is ‘130/-per share which is at a premium of ‘51.05/- per shareand ‘50.85/- per share over the closing price at NSE andBSE respectively as on July 8, 2011 i.e. the day precedingthe date of the Board meeting.

d) At present the company has accumulated free reserveand satisfactory liquidity. The buy-back is beingproposed by the company to maximize returns toinvestors and enhance overall shareholder value byreturning surplus cash to the shareholders.

On the recommendation of the Takeover panel, SEBI grantedthe exemption on the following grounds:a) The increase in shareholding and voting rights of the

acquirers is incidental to the buy-back offer of the targetcompany.

b) The proposed buy-back offer would not result in changein control over the target company, as the acquirers arealready the promoters and in control over the targetcompany.

c) The acquirers have also stated that they do not have anyintention to participate in the buy-back of the targetcompany. The increase in the acquirers shareholding andvoting rights in the target company would be onlyincidental to the proposed buy-back by the targetcompany.

d) the proposed buy-back of ‘ 130/- per share would be ata substantial premium of about 51/- per share, wouldbe done through open market in terms of Securities andExchange Board of India (Buy-Back of Securities)Regulations 1998 and the public share holding even aftersuccessful completion of buy-back would be above 50%.

e) The proposed buy-back will maximize return toinvestors and enhance overall shareholders value.

Compiled byMs. Vandana Rajpriya

CS Manish Gupta, FCS

Legal Updates


PROFESSIONAL DEVELOPMENT & TRAINING PROGRAMS

NIRC organised the following programs:

For Members

Date Program Chief Guest/Speakers Present

11.10.2011 Meeting of Company Secretaries inPractice on Opportunities for PCSunder FEMA

CS Ranjeet Pandey, CS DeepakKukreja, CS Manish Gupta, CSRajiv Bajaj and members

Mr. Atul Mittal, Council Member,ICSI

21.10.2011 Study Circle Meeting on Analysis ofNew Takeover Code

CS Ranjeet Pandey, CS DeepakKukreja,CS NPS Chawla, CSManish Gupta, Ms. Ruchi andmembers

Mr. Pavan Kumar Vijay, PastPresident, ICSI

22.10.2011 West Zone Study Group Meeting onPractical Aspect of Changes in FDIPolicy and ECB Guidelines

CS Pradeep Debnath, CS VikasGera & members

Mr. Satwinder Singh, PastChairman, NIRC-ICSI

29.10.2011 East Zone Study Group Meeting -Interactive Session

CS Ashish Gupta, CS AnandKhandelwal and members

Discussion amongst members

30.10.2011 North Zone Study Group Meeting onPractical Aspects of XBRL

CS Chetan Gupta, CS NiteshSinha and members

Mr. Ravindra Vadali, FounderandCEO, Rhapsody Accounting andAdvisory Services PrivateLtd.

21.10.2011 Investor Awareness Program onUnderstanding the Capital Marketat Gargi College, New Delhi

Mr. T R Mehta, faculty of theCollege and Students

Dr. Mandakini Das (HOD,Commerce Association, GargiCollege), Mr. J K Bareja, FCS(Associate Professor, Universityof Delhi), CS Anupam Jha(Consultant) and Mrs. RenuBhandari (Manager NSE)

Investor Awareness Program

News from NIRC

8.10.2011 Seminar on Recent Developments andChanging Corporate Dimensions

CS Prashant Balodia, CSSurendra Sahi, CS NikitaAgarwal, members and students

Chief Guest: Dr. Radha Mohan DasAgrawal, MLA, GorakhpurSpeakers: CS Ranjeet Pandey,CS Rupesh Agrawal and others

Career Awareness Programs

NIRC organised 17 Career Awareness Programs during the month of October, 2011.

CS J K Bareja, CS Shiv Kumar Tyagi, CS Sangeeta Harpalani, CS Sunil Kumar, CS Ankur Chaturvedi,CS Anupam Jha, Mr T R Mehta and Mr Himanshu Sharma addressed in the Career AwarenessPrograms.

The students were apprised about the mode of registration in the course, syllabus, structure of thecourse and also the avenues available after completion of the Company Secretaryship Course bothin employment and in practice. Pamphlets of Career in Company Secretaryship Course weredistributed to the students.


3.10.2011 Inauguration of 156th ManagementSkills Orientation Program

CS Sanjay Grover, CS AshuGupta, CS Vineet K Chaudhary,Mr. T.R. Mehta & CS Alka Arora

Mr. Anil Kumar Bhardwaj, Director,Ministry of Corporate Affairs

For Students

10-17.10.2011 32nd Student Induction Program (SIP)

Members of the Institute and otherprofessionals

Students of the Institute

18-25.10.2011

Members of the Institute and otherprofessionals

Students of the Institute

Valedictory Function of 156th

Management Skills OrientationProgram

21.10.2011 Mr. M C Maheshwari, CFO-Power,DSC Ltd.

CS Ranjeet Pandey, CS DeepakKukreja, CS Manish Gupta,Mr. T.R. Mehta and CS Alka Arora

84th Training Orientation Program(TOP)

24-31.10.2011 Members of the Institute and otherprofessionals

CS Ranjeet Pandey, CS ManishGupta, CS Avtar Singh,Mr. T.R. Mehta and students

33rd Student Induction Program (SIP)

2.11.2011 Inauguration of 157th ManagementSkills Orientation Program

CS Ranjeet Pandey, CS DeepakKukreja, CS Vineet K Chaudhary,CS Manish Gupta, CS DhananjayShukla, CS Avtar Singh,Mr. T.R. Mehta and CS Alka Arora

Chief Guest: Mr. U.C. Nahta, Director,Ministry of Corporate AffairsGuest of Honour: Mr. CharanjotSingh Nanda, Council Member,ICAI

News from NIRC


NEWS FROM CHAPTERS

Name of the Date of Program/Meeting & topic Chief Guest/Speaker(s) &Chapter Program/Meeting dignitariesAllahabad 24.09.2011 Study Circle Meeting on Filing of Income Tax Return Digitally

Chief Guest : Dr. Subroto Roy,Vice President , Bajaj Hindustan Limited

Bhilwara 15.10.2011 to 22nd Student Induction program21.10.201111.10.2011 to 2nd EDP18.10.201115.10.2011 Full day seminar on Personality Development and Motivation

Speakers: Dr. R.P. Joshi and Shri Anil Choudhary17.10.2011 Industrial Visit20.10.2011 Dairy Visit

Chandigarh 21.9.2011 Study Circle Meeting on Latests Amendments in Companies ActSpeaker: CS Anil K Aggarwal

9.10.2011 Valedictory session of 7th Student Induction Program (SIP)Jaipur 03.10.2011 to Student Induction Program

09.10.201116.10.2011 Foundation Day Celebration : Blood Donation Camp/Tree Plantation/

Study Circle Meeting/ Interaction with Members17.10.2011 Career Awareness Programs at colleges of the Bikaner including Dunger

College, Maharani Sudarshana College, Jain PG College, Jain GirlsCollege, BJS Rampuria (law) College and Vivekanand Sr. SecondarySchool-Addressed by: Dr. Girish Goyal, Chairman, Jaipur Chapter

Jodhpur 24.9.2011 Program on Managing Corporate Challenges in Current Economic ScenerioSpeakers: Mr Ashu Agarwal of NSE, New Delhi, Mr. G N Purohit,Director, Vyas Group Colleges, Dr J C Gandhi, Retd Prof and Dean ,JNV University

Kota 21.9.2011 Study Circle Meeting on Drafting of Property Agreement22.9.2011 Study Circle Meeting on Economic Offences – Role of CBI & Professional25.9.2011 Study Circle Meeting on Recent Amendment in Corporate Laws

Lucknow 09/10/2011 Seminar on Mergers, Work Effectiveness and Efficiency. Chief Guest :Hon’ble District Judge, Mr. Deepak Kumar Srivastava. Key Speakers:Mr. CS Manu Grover, Director, Nurturing Green; Mr. ChandrasekharVarma, Corporate Trainer.

09/10/2011 Investor Awareness Program17/10/2011 14th Student Induction Program

Sonepat 22-09-2011 Investor Awareness Program in Kanya Mahavidyalaya Kharkhoda, Sonehoda24-09-2011 Investor Awareness Program in G.V.M girls College Sonepat29-09-2011 Investor Awareness Program in Bhagwan Parshuram College of Engineering

College of Engineering Bali Brahmanan, Gohana, Sonepat30-09-2011 Investor Awareness Program in C.C.A.S. Jain Girgs, Gannaur, Sonepat02-10-2011 to First Student Induction Program09-10-2011

News from Chapters


Company Secretaries Benevolent Fund

COMPANY SECRETARIESBENEVOLENT FUND

Members enrolled as Life Members of The CompanySecretaries Benevolent Fund from Northern Region from21.9.2011 to 20.10.2011

S.No. Name Mem. No.1. Mr. Vimal Prakash ACS - 208762. Ms. Anushree Bhargava ACS - 287273. Mr. Atul Sharma ACS - 227634. Mr. Mohit Kumar Singhal FCS - 60425. Mr. Hardev Singh ACS - 125036. Mr. Anuj Nigam ACS - 288767. Mr. Amit Kumar ACS - 288048. Mr. Sumit Kumar Gururani ACS - 224219. Mr. Sachin Arora ACS - 23505

10. Ms. Sumbul Masood ACS - 2451211. Mr. K Vijaykumar ACS - 2888412. Ms. Kanika Gupta ACS - 2466013. Ms. Shweta Girotra ACS - 1484114. Mr. Rajendra Kumar Chopra ACS - 1201115. Mr. Conjeevaram Santhanam ACS - 5715

Ashok Kumar16. Ms Swati Patil ACS - 2003417. Mr. Arun Pratap Singh ACS - 1962318. Mr. Sachin Agarwal FCS - 577419. Mr. Ankit Poddar ACS - 2544320. Mr. Vipul Seth ACS - 2001321. Mr. D Seshadri ACS - 1580122. Mr. Shiv Pal Singh Kanaujiya ACS - 2737423. Mr. Vinod Kumar ACS - 2739424. Mr. Sudhir Kumar Arya ACS - 2348125. Mr. Shashi Kumar Taneja ACS - 1576426. Mr. Shailesh Jain ACS - 19606

27. Mr. Gaurav Kohli FCS - 5006

In response to appeal published in September, 2011 issue ofNIRC-ICSI Newsletter, the donations for the family of LateSatyam Ghosh received from the following members:

S.No.S/Shri/Ms Membership No. Amount1. Krishna Kumar Sharma ACS-21061 110002. Parveen Arora FCS-3699 100003. Jyoti Prakash Mehrotra FCS-4086 100004. Shiv Kumar Gupta FCS-1633 51005. Ranjeet Pandey FCS-5922 50006. Dinesh Kumar Aggarwal & FCS-3764 & 5000

Naveen Kumar Rastogi FCS-37857. S.V. Goyal FCS-3125 50008. Satwinder Singh FCS-2752 50009. Surya Kant Agrawal FCS-3063 5000

10. K C Agarwal FCS-523 500011. Arvind Kumar Chauhan ACS-16387 500012. Preeti Malhotra FCS-3680 500013. Deepak Gupta 350014. Lalit Jain 250015. Amit Gupta ACS-13758 250016. Manish Gupta FCS-5123 250017. Anil Kumar Mittal FCS-2360 250018. Shyam Agrawal ACS-19344 200019. Saurabh Gupta 210020. Mahesh Gupta FCS-2870 210021. Ashish Jain ACS-16990 150022. Ashwani Kumar Rajput FCS-4580 150023. A.K. Singhal 110024. Rahul Prasad ACS-18196 100025. Deepa Aggarwal ACS-28680 100026. Vinod Aggarwal ACS-21278 1000

27. Deepak Aneja FCS-5907 500

DONATIONS

HALF YEARLY CORPORATE MEMBERSHIP SCHEME(1.10.2011 TO 31.3.2012)

In order to provide an opportunity to members to join Corporate Membership Scheme of NIRC who could not join thescheme earlier, a half yearly scheme for the period from 1.10. 2011 to 31.3.2012 has been launched. The Interestedmembers may join the half yearly corporate members scheme by making a payment of Rs. 6000/- (rupess six thousandonly) by cheque drawn in favour of NIRC of ICSI. The members shall be eligible to attend all the programs (exceptworkshops & residential Programs) till March 31, 2012 free of cost.

For details visit: www.icsi.edu/niro


Cartoon

ATTENTIONMEMBERS / STUDENTS

The details of Members Programs like Seminar, Conferences, etc. andsoft copies of NIRC-ICSI Newsletters & Students’ programs viz TOP,SIP, ADP, MSOP, Students Activities, such as viz Moot Court Competitions,Elocution Competition, Essay writing, Company Law Quiz and StudentConferences are regularly updated on the NIRC Portal at ICSI website.

To get updated information, Members & Students are requested to visitour following website regularly.

www.icsi.edu/niro

Q. While the new Companies Bill stresses on companies to appoint woman directors, a section of the society feltthat merit should drive appointments on the board?A. We must be gender sensitive. We would want to see companies having at least one woman director on theirboards, a beginning must be made.”

Cartoon By: CS Vikas Khare


Forthcoming Programs

LIGHTER SIDE OF THE PROFESSION

-- PARAMJEET SINGH, FCS

"You are dispensing with my services after myProbationary period.Kindly let me know inwhich aspects I did not come up to yourexpectations?”“You don’t fit into the Culture of ourOrganisation.”“In what respect I am against the Culture ofyour Organisation?”“You are too sober,good humoured, social etcand in this manner our prevailing Culture shallget hampered.”

******“How come we are having OverwhelmingResponse for the forthcoming FRIDAY TALK?”“Most of the people believe more in Illusion andthe topic is of utmost importance to them.”“What’s the Topic of the Talk?”“The Topic is “How one can APPEAR tobe honest,ethical and conscientious”.

CREDIT H

OUR : 1

PCS Committee cordially invites atMEETING OF COMPANY SECRETARIES IN PRACTICE

forDiscussion on Peer Review

Guest Speaker:Mr. Nesar Ahmad

Vice-President, ICSI & Chairman, Peer Review Board, ICSI

on Monday, the 14th November, 2011 at 6.15 PMat New Delhi YMCA Conference Hall, 2nd Floor, Library Building

1, Jai Singh Road, New Delhi - 110 001 (TEA : 6:00 PM)



CAPACITY BUILDING WORKSHOP FOR PCSCoverage:

1. Team Building - Mega Firms & LLP 2. Procuring Business vis-a-vis networking3. Emerging Opportunities for PCS4. Office Management - Use of Technology (MS Office, Tally, Web, etc)5. Effective use of presentation skills as part of business6. Professional Misconduct & Code of Ethics – Case Study7. Peer Review8. Art of Appearance

on

Saturday & Sunday, the 3rd & 4th December, 201110.00 a.m. onwards (Registration starts at 9.30 AM)

at ICSI-NIRC Building Auditorium, 4 Prasad Nagar Institutional Area, New Delhi-110 005.

Fee: Rs.1,000/- per delegate (for both days) including Corporate Members of NIRC LIMITED SEATS- ADMISSION ON FIRST COME FIRST SERVED BASIS

Registration: In order to make necessary arrangements, Members are requested to enrol well inadvance with Deputy Director, NIRC-ICSI, 4, Prasad Nagar Institutional Area, New Delhi.

The cheque for delegate fee may please be drawn in favour of NIRC of ICSI payable atNew Delhi. Tel.:+91-11-49343000, Fax: 25722662 E-mail: [email protected]

(PROGRAM CREDIT HOUR: EIGHT)

cordially invites atStudy Circle Meeting on

Analysis of New Cost Accounting Record Rules and Cost Audit Report Ruleson Friday, the 18th November, 2011 at 6.00 PM

at New Delhi YMCA Conference Hall, 2nd Floor, Library Building

1, Jai Singh Road, New Delhi - 110 001 (TEA : 5:45 PM)

CREDIT H

OUR : 1


NCR CONFERENCEon

“Repositioning the Profession in Changing Business Environment” Coverage:

• Company Secretary as Business Strategist• Secretarial Standards - Tool for effective compliance management• Corporate Frauds & Governance - Learning from Satyam & 2G• Utilization of technology for business growth.

onSaturday, the 19th November, 2011

(Registration starts at 9.30 AM)at Redisson Blu Hotel Noida, L-2, Sector 18, Noida

Fee: Rs.2,000/- per delegate; FREE for Corporate Members of NIRCRegistration : In order to make necessary arrangements, Members are requested to enrol well in

advance with Deputy Director, NIRC-ICSI, 4, Prasad Nagar Institutional Area, New Delhi.The cheque for delegate fee may please be drawn in favour of NIRC of ICSI payable at

New Delhi. Tel.:+91-11-49343000, Fax: 25722662 E-mail: [email protected]

(Credit Hours will be given to only those members who joins the programs upto 11.00 AM.Members are required to mark the attendance both at the beginning & conclusion of the program)

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


DELHI STUDY GROUPS FORTHCOMING MEETINGS

Day, Date & Time Program Program VenueCredit Hours

Saturday EAST Zone Study Group Meeting on ONE Mother Teresa Public School19.11.2011, 6.00 PM Service Tax Valuation Rules C-Block, Preet Vihar, Delhi

Saturday WEST Zone Study Group Meeting ONE CMC Ltd. Community Centre26.11.2011, 6.00 PM (Topic will be informed through e-mail) C-58, 6th Floor, Behind Janak Cinema

Janak Puri New Delhi

Sunday NORTH Zone Study Group Meeting ONE Hero Mind Mine, 3rd Floor,27.11.2011, 5.00 PM (Topic will be informed through e-mail) Building No. FD-4, (Near

Pitampura Metro Station), New Delhi

from the chairman - icsi · 2011-11-12 · 5th december service tax authorities 4. external...

Documents