16
Corporate Secretary Corporate Secretary Monthly Journal-Vol.: VI Issue No. 08 Re. 1/- , 2008 August For Private Circulation Only Chairman’s Page Chapter Office : 6-3-609/5, Anand Nagar, Khairatabad, Hyderabad - 500 004. Ph.: 23399541, 23396494, Fax : 23325458 E-mail : [email protected], Website : www.icsi.edu, Working Days & Hours:Monday-Saturday 10.00 a.m. to 5.45 p.m. Greetings to you on the eve of 34th foundation day of our Hyderabad Chapter of ICSI as well as Independence day of our country. Almighty has given three great boons to all the mankind without any distinction of cast colour, creed or race. The first is At the end of the day's hard work one will look to relax the body and mind and during that short time he or she will relax from all the physical and mental exercises that have been undergone during the day. The second is this will heal the wounds that are caused by fate or out of own mistakes made during the passage of time and in the absence of forgetfulness life will be miserable. The third and most important is hope sleep forgetfulness Dear Professional Colleagues, hope on future - that tomorrow would certainly be better and happier than today. I am sure that you would certainly agree with me that these three are being experienced by all of us in one way of the other. At thirty four years of life(of the chapter) it is necessary to look back to overcome the difficulties and march ahead with more determination and commitment. At the outset let me congratulate all those members who have voluntarily participated in Career Awareness week held during 14-20th of July, 2008 which has been marked well Hyderabad Chapter is organizing the first week-end SMTP to the final passed students who for various reasons could not complete the regular SMTP and become the HYDERABAD CHAPTER (AN ISO 9001 : 2000 CHAPTER) The Institute of Company Secretaries of India IN PURSUIT OF PROFESSIONAL EXCELLENCE Statutory body under an Act of Parliament u d i Fo n at on Day l Specia Issue Foundation Day S eci l Issue p a Happiness depends on what you can give, not what you can get. - Mahatma Gandhi

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Corporate SecretaryCorporate SecretaryMonthly Journal-Vol.: VI Issue No. 08 Re. 1/- , 2008 August

For Private Circulation Only

Cha

irman

’s P

age

Chapter Office : 6-3-609/5, Anand Nagar, Khairatabad, Hyderabad - 500 004. Ph.: 23399541, 23396494, Fax : 23325458 E-mail : [email protected], Website : www.icsi.edu, Working Days & Hours:Monday-Saturday 10.00 a.m. to 5.45 p.m.

Greetings to you on the eve of 34th

foundation day of our Hyderabad

Chapter of ICSI as wel l as

Independence day of our country.

Almighty has given three great boons to

all the mankind without any

distinction of cast colour, creed or race.

The first is At the end of the day's

hard work one will look to relax the

body and mind and during that short

time he or she will relax from all the

physical and mental exercises that have

been undergone during the day. The

second is this will heal the

wounds that are caused by fate or out of

own mistakes made during the passage

of time and in the absence of

forgetfulness life will be miserable.

The third and most important is hope

sleep

forgetfulness

Dear Professional Colleagues,

hope on future - that tomorrow would

certainly be better and happier than

today. I am sure that you would certainly

agree with me that these three are being

experienced by all of us in one way of the

other. At thirty four years of life(of the

chapter) it is necessary to look back to

overcome the difficulties and march

ahead with more determination and

commitment.

At the outset let me congratulate all those

members who have voluntari ly

participated in Career Awareness week

held during 14-20th of July, 2008 which

has been marked well Hyderabad

Chapter is organizing the first week-end

SMTP to the final passed students who

for various reasons could not complete

the regular SMTP and become the

HYDERABAD CHAPTER(AN ISO 9001 : 2000 CHAPTER)

The Institute ofCompany Secretaries of IndiaIN PURSUIT OF PROFESSIONAL EXCELLENCE

Statutory body under an Act of Parliament

u d iFo n at on Day

lSpecia IssueFoundation Day

S eci l Issuep a

Happiness depends on what you can give, not what you can get.- Mahatma Gandhi

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Corporate Secretary August, 2008

member for the past three years from the date of

passing the final examination. This is an

opportunity for those busy executives who could

not take leave continuously for a fortnight. The

details will be announced shortly and I request the

members to please spread the message to all

concerned to make use of this opportunity.

Hyderabad Chapter is organizing the two day

residential programme at Alankrita Resorts on 13th

and 14th September on the topic of “ Role of E

Governance in Indian Corporate Sector” where

good number of IT companies are likely to

participate and giants in the IT sectors and

pioneers in the IT revolution are to address the

participants. Besides that a programme on

communications skills is arranged for the benefit of

children and families as well. This programme

would give you lot of relief from the busy AGMs

schedules in the month of September to spend with

family leasure coupled with pleasure, knowledge

and memories. Please note there is no spot

registration in that programme and only by prior

booking seats are reserved. Good news to all the

Annual participation members is that they enjoy an

absolutely free stay for two days.

Friends, I strongly believe that by giving only one

would get lot of happiness and at the chapter level

we are not an exception All the Annual

Participation Members (around forty this year as

against fourteen last year) may, by now, realise that

whatever they have paid has already been adjusted

and half year did not elapse they are to enjoy all the

programmes till the end of financial year a rich

tribute by way of knowledge the chapter is aiming

to serve the members. If this could trigger many

members to join this scheme, we consider

ourselves to have succeeded in our goal.

Today is a link in the chain of yesterday and

tomorrow. Today's growth is the relentless efforts of

many known and unknown great persons who have

rendered dedicated service to the chapter for all

these years in their capacities of Chairmen and

Secretaries or otherwise and myself, in my

personal capacity and on behalf of our chapter,

remember them and honour them on the

foundation day. Words fail to acknowledge the

great sacrifice they have made in terms of time,

money and efforts in making our chapter one of the

best in the country. A separate item is covered in this

issue to mark the occasion. With your cooperation,

we do not spare any efforts in continuing our

committed activities to be a role model for the

country in due course of time.

The theme of

being addressed by the Hon'ble Vice

Chancellor of Nalsar University of Law, Hyderabad

will mark the event on global platform in this great

of Hyderabad.

With warm regards and best wishes for Ganesh

Chaturdhi

Yours sincerely

“Globalised economy impact on

Professionals”

happening city

Sincerely yours

K. K. RaoChairman

[email protected]

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3

Corporate Secretary August, 2008

ROC's COLUMN

Once again an opportunity has been given to us to

review all the e-forms and make suggestions to Ministry of

Corporate Affairs for revision. I hope all the professionals

would have already availed this opportunity and made

suggestions for making the e-forms dynamic for meeting the

requirements. The suggestions for review of e-forms should

not be biased but it should be keeping with the standards of

corporate governance which require transparency and

disclosure of vital details about the company which will

help the investors/ regulators and all stakeholders. The

criteria of convenience and simplicity should not be at the

cost of good corporate governance which can be achieved

only by disclosure of required information in e-forms for the

benefit of one and all. In this back drop, I wish that all the

professionals would expeditiously submit their views to

MCA on each form.

The Back Office of ROC continues to be haunted by the

problems created by applicants/ companies in filling up of e-

forms and uploading defective e-form with incomplete

attachments. This causes the e-forms to travel back and

forth through resubmission resulting in delay of registration

of e-forms. Professionals are requested to ensure filing of

proper e-forms with required attachments. Recently in one

case, the applicant company has wrongly selected the Radio

Button of Producer Company when the intention of the

promoter was to register the company under Part-II as a

private limited company. Such kind of errors cause

inconvenience to one and all including the promoters. As

the Back Office of ROC is handling large volume of work

both online and off line, it may so happen that certain e-

forms get registered with errors. Here, the role of

professionals is of great importance who can render a

helping hand in registration of perfect documents. As you

are aware that MCA has stipulated time limit ( 60 days) for

resubmission of documents after carrying out corrections.

FORTHCOMING PROGRAMMES

Day, Date & Time

VenueProgramme Details

Study Circle Meeting Friday

26.09.2008Chapter Premises

Chapter Premises Friday 05.09.200806.00 pm

There were several instances where, resubmission has not

been made within the stipulated time resulting in expiry of

the e-forms. Restoration of such e-forms is a tedious process

involving lot of time. Considering the scarce available time

in the Back Office, professionals/ companies are advised to

keep track of the e-forms until registered so a to avoid expiry

of e-forms. This is particular so in the case of e-form 23

relating to amendment of Object Clause and Shifting of

Registered Office from one State to another. In such events,

the e-forms 23/21 stands cancelled if not registered within

the stipulated time.

The Back Office is encountering a peculiar problem of

frequent enquiries on SRN status. In most of the cases, the

stakeholders/ professionals/ companies are visiting the Back

Office just to enquire the SRN Status of many e-forms. This

practice is not desirable. The e-form status can be checked

from the Registrar's Front Office Portal and the services of

RFO ( Contact No.040-23734931) can be availed for such

activities. The attention of stakeholders/ professionals are

also invited to the Citizen's Charter published in the website

of MCA-21. The Charter provides for certain time to

complete the activity of registration in the Back Office. The

professionals/ companies should allow the Back Office to

avail such time provided by MCA for processing and

registration of documents. The professionals are requested

to visit the office for SRN enquiry only in the event of any

serious problem requiring raising of tickets through the Back

Office. It should be noted that all the problems relating to

uploading of e-forms should be brought to the notice of RFO

who in turn will raise tickets if necessary. However, until e-

stamping is introduced in the State of A.P., it will be

necessary for the companies/ professionals to submit the

physical stamped documents in the Back Office for speedy

registration of such e-forms requiring attachment of

stamped documents.

The problem relating to Master Data Correction remains to

be fully resolved. The corrections are still going on under

suo-motu process. The companies/ professionals are

requested to re-check the Master Data and ensure immediate

submission of applications for necessary corrections. It is

likely that the free correction of Master Data will be stopped

by MCA and before that time, the opportunity should be

availed for updating and correcting the date by submitting

prescribed applications.

HENRY RICHARD

REGISTRAR OF COMPANIES.

Saturday & Sunday 13.09.2008

To 14.09.2008

Teachers' day Celebrations

Alankrita Resorts, Thumkunta Village,

Shameerpet Main Road, Ranga Reddy Dist.

3rd Residential Programme on “Role of E-Governance in the

Indian Corporate Sector”

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4

Corporate Secretary

Every member of ICSI, by virtue of rigorous passing standards and post-qualification challenges, is already equipped with the techniques of wading through plethora of legislations. To help him / her a peep into some of important judgments, a humble attempt is made to present the “essential” points held by various Courts of Law. It is sincerely recommended to read the full judgments.

Your feedback is invited by the compiler / Editor of the Newsletter to enrich this column.

LEGAL SCAN(August, 2008) S.V. Rama Krishna

Advocate

SICA 1985 Sec. 22

& NI Act, 1881

Sec. 138

Arbitration and

Conciliation Act, 1996 Sec. 11 r/w

Sec. 2 (1)(f)

Companies Act, 1956 Sec.433

r/w 434

Between: Southern Steel Ltd. v. Jindal Vijayanagar Steel Ltd. Brief points : The appellant company issued some cheques in favour of the respondent company towards payment of the goods supplied by the respondent. The said cheques were dishonoured on presentation. The respondent filed a complaint u/s 138 of the NI Act, 1881. The appellant took the plea that since it had been declared a sick company under SICA, 1985, no legal proceedings for recovery of the outstanding amount could be initiated against it. The trial court dismissed the application of the appellant. The High Court upheld the order of the trial court.

Decision of Supreme Court: While dismissing the appeal, Supreme Court held that when the appellant company was declared sick, then without disclosing this fact the appellants ought not to have made huge purchases from the respondent company. Ultimately the appellant company did not pay for the purchases. This clearly indicates that the appellants had no intention of making payment of the purchases made by it.

Ref: [2008] 84 SCL 390 (SC)

Between : TDM Infrastructure (P.) Ltd., v. UE Development India (P.) Ltd.

Brief points: Both petitioner and respondent companies were registered and incorporated under the Companies Act, 1956 in India. Directors and shareholders of the petitioner company were said to be residents of Malaysia. Disputes and differences arose between the parties. Parties failed to appoint arbitrator. The petitioner company claimed the issue to be treated as “international commercial arbitration” claiming that its central management and control was exercised in Malaysia inasmuch as the term “central management” would mean that its day-to-day management did not take place in India.

Decision of Supreme Court: While dismissing the application for appointment of arbitrator observed that only in a case where a body corporate which need not necessarily be a company registered and incorporated under the Companies Act, as for example, an association or a body of individuals, the exercise of central management and control in any country other than India may have to be taken into consideration. In the present case, as both the companies are incorporated under the Companies Act, 1956 in India, the question of appointment of an arbitrator treating the matter as ”international commercial arbitration” does not arise.

Ref: [2008] 84 SCL 394 (SC)

Between: G. Siva Rmakrishna v. Rusni Distilleries Pvt. Ltd.

Decision of the Hon'ble High Court of Andhra Pradesh:

Brief points:

The Petitioner filed winding up petition for refund of “disputed share application” money for which there was no invitation from the Respondent Company nor any application from the Petitioner. The Petitioner also claimed that the amounts were given as “unsecured loan”.

The amounts were bona fide disputed as there were no proper records for the amounts which were alleged to have been on various occasions. As a proof, the Petitioner filed only a computer statement of disputed “ledger account” and two letters from him to a Banker. The Respondent alleged that during the tenure as Executive Director, the Petitioner diverted the Respondent Company's monies to his front companies and allegedly withholding the records, files etc. belonging to the Respondent Company as a result of which the accounts could not be reconciled. The Respondent resisted the petition alleging that amount in question was paid towards share application money, that too the exact amounts were bona fide disputed, and the Petitioners were trying to mislead Court by calling themselves as unsecured creditors by invoking section 433(e) of the Companies Act, 1956.

While dismissing the winding up Petition, the Hon'ble High Court of Andhra Pradesh observed that if the petitioners had given unsecured loan, which was not prima facie established, they could not maintain the petition. If the amount was given as application money for allotment of shares, still petitioners could not be treated as creditors so as to file petition under 433 (e) and 434 (1)(a) r/w section 439 (1)(b) of the Companies Act, 1956.

It was further held that only such of those persons who have jural relationship with company, either by reason of a concluded contract or quasi-contract alone can present a petition for winding up. The money paid with an application for shares is never treated as a debt of a company nor applicants are treated as creditors and, therefore, applicant is only entitled to refund of money and cannot be given locus as creditor to file a petition under section 433(e) and 434(1)(a).

Ref: [2008] 85 SCL 231 (AP)

August, 2008

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5

Corporate Secretary

LAW FOR MERGER AND ACQUISITION- A CRITICAL REVIEW

Introduction

The recent years has seen a considerable increase in the

Merger and Acquisition (M&A) activity across the Indian

Corporate Sector. India Inc., has emerged as the most

strategic market for M&A for foreign players at the same

when Indian Corporate bigwigs are eyeing major players on

a global level. At the end of the day India, Inc., stands to be

the largest gainer.

The M&A activity in India is governed by numerous

cumbersome laws and regulations that it leaves ample

space for misinterpretation. Even the largest of the

Investment Banks lives in the fear of that it might overlook

one of the basic rules of compliance and attract negative

coverage in the media.

Recently, the Indian Income Tax Act, 1961 entered the

Guinness book of world records for registering maximum

number of amendments. The amendments to the Income

Tax Act, 1961 is so cumbersome and unclear that it leads to

many interpretations. In one of the high-profile cases a local

tribunal erred in interpreting the judicial decision of a

higher court and as a result the company had to file and re-

file the tax applications. In the meantime, the permissions

granted by other regulatory authorities lapsed and the

company had to repeat the exercise resulting in enormous

wastage of time and money.

Cases such as the above actually keep out the foreign

players from being the strategic players in the M&A activity

in India. In India, the M&A activity takes approximately six

to seven months to reach completion. The reason being the

long list of compliance requirements, which calls for

liaising with various regulatory bodies to complete the

M&A activity.

Overview of the Regulations

A broad overview of such compliance requirements

includes the following:

The Ministry of Corporate Affairs: Regulates compliance

under the Companies Act, 1956. The Ministry is

governed and still dwells into law that was enacted five

decades earlier and maintains a long list of documents

for every small change in the nature of company and its

management.

Rules of Taxation: Draws the power from the Indian

Income Tax Act, 1961. The slabs for taxing the capital

gains and treatment for accounting entries during M&A

are very complicated. Ensuring compliance with all the

listed provisions, sub-clauses, and amendments is a

Herculean task.

SEBI: Regulates the Indian Stock Markets and draws

power from the SEBI Act to ensure proper functioning of

the Stock market. Ketan Parekh made a fortune by

cheating the investors in a big way under the nose of the

very watchful SEBI. During M&A activity, it becomes

extremely necessary for the participating companies to

comply with the SEBI rules with considerable time being

devoted to be safe from “intelligent” people like Harshad

Mehta and Ketan Parekh.

Competition Commission: Took over the 'traditional'

MRTP Commission but Competition Commission is still

in the budding stages and is always the target for carrying

out trial and error process in a move to ensure healthy

competition in the Indian Corporate Sector.

FEMA: Enactment that regulates Foreign Exchange in

India with FIPB and the RBI being the regulatory

Authorities. The regulated cap for foreign investment is

highly volatile. In a recent case, a medical equipment

company of US wanted to set up its base in India. Mid-

way through the process the company realized that it

missed out on the long list of reserved items in the SSI

category. The company intended to make equipments

made of stainless steel for use in the dental clinic, which

is a reserved item for SSI. The company applied for

exemption and the Ministry is yet to respond

Indian Stamps Act: Compliance with act is a difficult task

for foreign investors as each State has its own set of

enactment for Stamp duties. The Stamp-duty regulations

change at regular intervals and the companies have to

assess the deal regularly to be safe for mistaken under-

valued registration of the deal. In certain cases, there are

huge differences in stamp value between two states

within Indian Territory.

Apart from the ones discussed above, there are several

Labour Laws, Sales Tax, Custom Duties, etc. that require

clearance at every stage. And compliance with sector

specific regulators such as TRAI for Telecom industry and

IRDA for Insurance sector, add up to the woes.

Each regulating body has its own set of enactment and

August, 2008

U Padma Shenoy

Company Secretary

CSS Technergy Limited

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Corporate Secretary

6

regulating rules that makes compliances a real

nightmare. Each Ministry issues a Press Note/ circular or

notification, which are not in tune with those issued by

their other relevant Ministry. This increases the chances

of landing in a situation where compliance to the

notification from one Ministry might end-up in non-

compliance to the notification from another Ministry.

Additionally, there exists clarification or corrigendum,

which complicates the issue further. The requirement

for approval from High Courts in addition to the

approval of stakeholders, make the complete M&A

activity in India a long-thought process.

Cause and Comparison

The governing laws in India today were drafted during

the early days of Independence when India was not even

an industrial nation lest being the emerging economic

super power. All the laws and regulations were drafted

in line with the prevailing conditions during late 1940s

with a vision up to the early 1960s. India Inc., has come a

long-way during these years and has gone on to become

one of the leading players in the global corporate sector.

The sad part is that the “good old” governing law

prevailing today proves to be obsolete in many cases

with the base matrix having evolved long ago.

This is not to say that there are no such laws and

regulations in other countries. The laws and regulations

may be many but the time take to complete the process is

very easy in developed countries such as the US or the

UK and even in emerging super powers such as China

and Japan. Most of the countries follow a single-window

concept to provide all the necessary clearances. Also,

any amendments to the law are made only after

assessing the total impact on all other related laws.

The Indian Law mandates a waiting period of 210 days

after the Merger plan is reported to the government

before completing the deal as against the 30 day waiting

period in the US. The US law also provides for reducing

the waiting period if there are no competitive problems

and the parties request an early termination; such a

provision is not available in the Indian law.

Required Initiatives

J J Irani Committee Report proposed upgrading the

Companies Act three years ago; however it is yet to see

the light. There have been many instances where the

Company Law is in conflict with the Listing Agreement

and there is an urgent need to address such overlapping

issues.

A single window clearance system can resolve many

issues related to clearances from various authorities and a

dedicated body to provide such service to M&A activity

can help improve the situation. Further liberalization of

Indian economy is required to ensure smooth transitions

during M&A activity. This can be achieved by abolishing

sectoral caps and approval of FIPB for share swap.

The most important thing required in this chaotic

scenario is regularizing Stamp Duty slabs. A single slab

for Stamp duty must be introduced to ensure uniformity

in M&A transactions across all the States in the Indian

Republic. Simplifying the tax procedures and reducing

the tax incidence would attract more foreign investment.

The new Competition Law is not yet properly in place and

all the regulators discuss is that the new law is sure to

pose a threat to commerce in the country. The regulators

have failed to introduce strong governing laws to bring

India's M&A control regime in line with prevailing global

trends.

SERVICE TAX UPDATES

K. K. Rao

[email protected]

Practising Company Secretary

Government for the first time in the history of

service tax since 1994 authorised the Department

administering the service tax to attach the property - both

immovable and movable including the personal

property(which is not necessarily in relation to the

business) of the individual or partner of a partnership

firm, director of a company ,who is in arrears of making

payment of the service tax. This move is to secure the

interest of the revenue and applies to those cases where

any notice has been issued under sub-section (1) of

Section 73 or sub-section (3) of Section 73A of the Finance

Act 1994. The obligations of the person whose property

has been attached includes that the said person or his

authorized representative will not be able to mortgage,

lease, transfer, deliver or deal in any other manner with

that property except with the previous approval of the

Commissioner of Central Excise. The period of

attachment will cease to be effective after expiry of six

months time,which may, for reasons to be recorded in

writing, be extended to such time, as the competent

authority deem fit. (Please refer to Notification

No.30/2008-Service Tax dated 1st July 2008)

August, 2008

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Corporate Secretary

7

August, 2008

All of us are investors but this brief is confined to investment in corporate securities; it is addressed to genuine retail investors as distinguished from traders and speculators.

Most of us are genuine corporate retail investors. Some of us may have bagged moderate to huge profits while some others may have reaped only scanty gains or even incurred heavy losses. The reasons for these different situations are many.

Company Secretaries, by the mandate of their profession, are considered to be the guardians of genuine average investors and custodians of their investments within the company. At general meetings, they come face to face with the investors, as members. It is therefore imperative for them to be well equipped with all aspects of investments in company shares, beyond the pale of law.

1.0 Let us consider some fundamentals first.

- Firstly, majority of the retail corporate investors are unaware of the nuances of corporate governance on the one hand and the technical working of capital markets. They are aware of the volatility of the markets but are unaware of the reasons therefor. .

- Secondly, the laws of the land governing companies are generally loaded in favour of the large/major investors on the same principles of a political democracy with the result those holding majority stake in a company rule the roost.

- Thirdly, large majority of the average investors are unaware of the impact of globalisation on the stock markets. They are aghast when the markets get rattled by overnight events or developments outside the country such as the oil price hike or the withdrawal of FIIs from the market.

2.0 It is time someone like the body of company secretaries mounts a national-level initiative to take the above message right up to our villages in big way utilising the Investor Protection and Education Fund for the purpose.

3.0 The message to be carried to all the corners of the Nation may be summed up as follows:-

3.1 That a company is an artificial person in the eye of law and functions through human beings organised as Boards, Committees and the like. It has perpetual succession. It may be wound up only in accordance with the prevailing law.

3.2 That shares in a company are intangible moveable

STRATEGIES FOR INVESTOR

By J. Krishnamurthy FCA., FCS

property and as such the general principles of property laws apply to it along with special provisions contained in the company law such as nomination procedure for providing succession.

3.3 That each share carries, ultimately, one vote while taking decisions at meetings of members. As a natural corollary, those persons who hold the majority of shares in a company will carry the resolutions put to vote at the meeting. There can be no complaint in this regard unless there is any foul play involved.

3.4 That, barring exceptions like nominees, directors of a company are those elected by the body of shareholders and therefore they act for and on behalf of all the members, as a body. 3.5 That a secondary market for shares sellers and buyers at Stock Exchanges including their net work of brokers/other intermediaries- functions, on a minute to minute basis, based on inflow of information into the market whether from within or outside the country. Broadly such information relates to working of the company concerned ( its production, marketing, profits, losses etc) - present and future, the general condition of the industry/sector to which the company belongs, political stability of the Governments at State and National levels, condition/status (present and foreseeable future) of the economy of the State in which the company operates and the country as a whole, fall-out effect of any socio-economic development such as inflation /stagflation / recession etc and, of late, terrorism. To some extent, factors protecting or affecting environment play their part too. In some cases, the economic benefits/losses resulting from any merger, demerger, and take-over proposals also influence the market behaviour since such proposals impact the valuation of shares. Dividend and bonus policies of the various companies also impact.

4.0 Coming to the investors' side, there are many shortfalls on their personal front, such as:-- Absence or inadequacy of proper financial

planning

- Inadequate or absence of any understanding of company's financial statements such as the Profit and Loss account and the Balance Sheet.

- making investments based on sentiment or feel-good factors rather than on a reasonable understanding of the fundamentals of the company concerned such as its net worth, book value of the share, earnings and dividends record, i ts compet i t ive s t rength and

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Corporate Secretary

8

August, 2008

sustainability of its performance in the near future

- Lack of clear understanding of the cyclical nature of capital markets

- Lack of awareness regarding SIPs and their working

- Keeping all the eggs in one basket without diversifying the portfolio to meet the vagaries of the markets in short, medium and long term.

5.0 Thus a focussed attention and approach is needed to make investments in corporate securities healthy and successful so as to combine safety of the investment with capital growth on the one hand and reasonably attractive returns on the other with the added advantage of liquidity to meet the financial commitments and goals, as planned.

FIFTY FIVE GOING ON THIRTY…

By Lalit Mohan Chandna

10 COMMANDMENTS AS TO HOW COMPANY SECRETARIES HAVE TO KEEP THEMSELVES

FIT FOR A SUCCESSFUL CAREER

On 11th Jan 2008, I celebrated my 55th birthday and by the grace of God, I am quite fit and healthy. I am very careful about my eating habits. I have realized how important it is for us to keep ourselves physically and mentally fit as we grow older. Aging process cannot be avoided but at least we should gracefully accept it and remain fit. I would like to share some of my thoughts with my fellow company secretaries on the occasion of Hyderabad chapter celebrating its 'Foundation Day' on 10th August 2008.

I am calling my ideas and suggestions as 10 commandments of being fit, healthy and becoming a `complete' Company Secretary.

1. Be Fit

It is said Health is Wealth. If health is lost everything is lost. One of the first signs of advancing age is the eroding of mental nimbleness. The mind has to be kept fit along with body. Both are important. For physical fitness take some time to play some sport like cricket, table tennis, or any other sport which involves physical activity. For mind, read, because reading stimulates the mind and keeps one abreast of current events. It should not happen that while making wealth you lose sight of health and later on you spend that wealth on regaining your health.

2. Eat Balanced Food

Try to eat balanced food and healthy food. I am not a Doctor but I am told that “Eat breakfast like a King, Lunch like a Common man and dinner like a beggar”. After a brief walk in the morning, eat good and nutritious breakfast. Fresh fruits are a must. Remember 'An apple a day keeps the

doctor away'. Avoid drinking, smoking and Non-veg. food.

3. Develop Reading Habits

For a true professional, studies never end. Develop the habit of reading magazines and books both professional and other books of interest. Reading will improve knowledge and your English. In addition it is important to develop one's presentation and communication skills. If you want to win friends and influence clients, these skills are very important.

4. Take Active Part in Professional Programmes

It is absolutely necessary to be in circulation. Generally it is observed that lady members are shy of attending seminars and other programmes. Please attend all the professional programmes organized by our Institute as well as other Institutes like FAPCCI, HMA etc. Recently, I had attended an International Conference organized by our Institute at China and Hongkong. So what are you waiting for?

5. Lend a Hand

Help others. Sometimes, we are selfish and don't want to share our knowledge with others. Please share your knowledge with others especially with your junior professionals who may be working with you or otherwise come in contact with you. Sharing gives immense happiness and a sense of satisfaction and contribution. Get the blessings of youngsters and God will give you more.

6. Have a Financial Plan

Saving is a good habit and financial plan is a part of this plan. One must plan for a rainy day. Never regret over what has slipped away. Instead, celebrate the life that stretches ahead of you. Don't run after money but realize that money also has its due importance. It is necessary to lead a comfortable life. Therefore, plan financially and invest carefully with the help of experts (like me!!) and don't allow a 'rainy day' to 'wet' your future plans.

7. Don't be only a Starter but a Completer too!

Set goals and accomplish them. Always believe in yourself. Impossible is nothing. It is better to set goals and accomplish them. Adopt the 'Never say die' approach like shown in the movie 'Chak De!' Sometime, you may have spent the better part of your life putting your dreams 'on hold' because your spouse or children were the first priority. Now is the time to pursue your passions. Set realistic yet challenging goals and strive to accomplish them.

8. Love Everybody - Hate Nobody

Bitterness, anger, jealousy against events and people is like a worm or a disease that silently eats away the soul. Count your blessings and most importantly believe in 'forgive and forget'. The balm of forgiveness will smoothen the wrinkles of advancing age.

9. Social Obligations

All work and no play make a Company Secretary lazy too!! Besides, being physically and mentally fit, I appeal to everybody that we must do something for the society in

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general and our profession in particular. Join a club like Rotary or Lions or a volunteer group. Keep your heart and mind open to new experiences and friendships. Spend at least few hours a week going to Home for The Aged or an Orphanage or attending to some camps organized by some associations. You may even pick up some poor children and teach them. Anything which can benefit the society must be done on a regular basis. The other day I read that CA Institute organized a AIDS awareness program at Delhi, and a Software Professionals of a company collecting garbage at beach at Vizag. Should we not organize such programs?

10. Its Pay Back Time!

One should never forget one's parentage. We should be proud of our profession and it is our duty to do something to enhance the image of our profession. First of all, motivate others to join our profession. This can be done by participating in career guidance programmes or by becoming a faculty member in the chapter. Secondly, a small portion of our income must be earmarked towards the development and advancement of our profession. The best way is to participate in National Conventions and other seminars organized by our Institute. The other way is to contribute to the 'Benevolent Fund' which is very close to my heart. By contributing to this noble cause, you are helping yourself and others. You know only 30% (of the total members numbering over 20,000) are members of this fund. Let us all join my dream of making all members from AP, a member of this Fund by this year end.

You may ask me if I am following these 10 commandments. Honestly speaking the answer is 'NO', but I would like to restart with all of you. Let us all join this mission. I know time is a big problem but I also know that where there is a will, there is a way. I earnestly appeal to all of you to ponder over these points and try to imbibe them in your life. I am fifty five but I still feel that I am thirty. Most important is the will power. Learn to be optimistic about life. Laugh often. Think positive. There is a saying that 'If you see a man without a smile, - give him one'.

Please keep smiling and celebrate every moment of your life because yesterday is past and future is uncertain but today is a GIFT that is why its called PRESENT.

God Bless you!

CHERRY ON THE CAKE

by CS Sudheendhra PuttyCompiled

Birthdays are always special and occasions for celebration. As our Chapter celebrates its birthday on 10 August, it's a momentous occasion for every one of us who is a part of the Chapter. It's a time for merriment as also a time to look back at the efforts and contributions made by each of our illustrious predecessors over these years. Birthday celebrations are occasions for rededicating ourselves to the noble principles that our profession stands for and renewing our commitment to the profession, the institute and the Chapter. Here's

wishing our Chapter (obviously it includes every member of it) a very happy and joyous birthday.

The extended summer is now finally behind us and the last few weeks have seen the skies open up. This is arguably the best part of the year with the steady and regular drizzle adding to the charm and grace of our wonderful city. Lets all savour these wonderful moments!!!

These few months would no doubt be professionally very busy for most of the members. While the Q1 is just behind us, its time for drafting the Directors' Report, preparing the Annual Reports and bracing ourselves for the forthcoming AGM season. Our members in practice too would be busy with the peak filing season approaching. Professionally, a busy part of the year and one believes that it's a thoroughly satisfying, invigorating and happy process that each one of us would go through. As it is so often said and so true too- that it is not merely the end that matters, the means must justify it and be absolutely enjoyable. That's the way to live, and not merely exist!!!

The newsletter is gaining in popularity and today reaches not just our members, but also many academic institutions, government officials, Courts/Tribunals and trade and industry bodies. In order to increase its readership and also make it more convenient for our members, the Hyderabad Chapter newsletter is also being hosted online on our website. Members may please access it at www.icsi.edu/hyderabad. Please make the best use of this and let us have your feedback.

Feel free to share your views and thoughts and what you think of the changes made and what further changes you would like to see in the newsletter. Let us have your boomerangs at [email protected].

Happy reading!!!!!

Capital Market Updates

The Capital Market regulator, SEBI has been fairly busy over the last few weeks proposing and implementing lots of changes. It has proposed some changes to the Insider Trading Regulations and also to Clause 41 of the Listing Agreement. Some amendments have also been made to the ESOPs and ESPs regulations. Full details are available on www.sebi.gov.in

FORTHCOMING TRAINING PROGRAMMES

DatesDetails VenueCONTACT PERSON

Mr. R.Chandra SekharProgramme Coordinator,

The ICSI- Hyderabad Chapter

34th SMTP

The ICSI- Hyderabad Chapter

The ICSI- Hyderabad Chapter

01.09.2008To

06.09.200812th TOP

09.09.2008 To

25.09.2008

Mr. V.S.Raju Programme Coordinator,

The ICSI- Hyderabad Chapter

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ACTIVITY REPORTS

One day Seminar on Directors Duties, Responsibilities and Liabilities.

The ICSI Hyderabad Chapter is organised a One day seminar on seminar on Direc tors Dut ies , Responsibilities and Liabilities on 7th July 2008, at Hotel Taj Deccan.

Mr AV Rao, Vice Chairman of the Chapter welcomed the Guest and gathering and informed about the importance of the seminar. Mr. J J Irani, Director- TATA Sons Ltd inaugurated by lighting of the Lamp and delivered the inaugural address.

Mr. Gopala Krishna,IAS ( Retd) Managing Director, AP Gas Power Corporation in his address, explained the duties, responsibilities , liabilities and qualities of directors, role of Directors, corporate governance norms that a company has to comply with as per the provisions of the Companies Act 1956,. He said in the first place a director must be a good person. He said that there was tremendous responsibility on directors in calculating the day to day risks of the company much in advance and to cut a deal before his competitors do it .Further, a director has a responsibility to the society and the government. Therefore, it goes without saying that it is essential for a director to educate himself on the duties, responsibilities and liabilities.

Mr. Gopala Krishna concluded by saying truth, trust, transparency, tolerance and tact are very much required for an efficient director besides technical knowledge, faith and courage to be successful.

In the First Technical Session, Dr. J.J. Irani, Director, Tata Sons Limited said directos are looked upon as elected representatives of shareholders. He opined that the boards can be more active and it depended on the qualities of an independent director. He felt that conducting the board meeting at least 4 times a year is only to comply with the provisions of law.However, it would be a healthy practice to meet 7 to 8 times in a year as that facilitates sharing of knowledge and experiences, which in turn is helpful in the business.

He said practising Corporate Governance is not to keep the things in dark; there must be openness between the management and board, and now-a-days corporate Governance seeks to receive sanction from the community which is possible only if the company meets the environmental necessities and expectations of all the stakeholders. This session was coordinated by Mr. S.S.Marthi, Member, Managing Committee of the Chapter.

In the second technical session,Mr. A.V. Sardesai, RBI Nominee Director, delivered his talk on Nominee Directors, saying the Board of Directors must have

expertise in all the required streams and must not be influenced by anyone irrespective of pressures. He briefed on appointment of committees, sound internal control system and the role of nominee directors with regard to the nationalized banks. Further, he suggested the ICSI to discuss and implement the role of Company Secretaries in Nationalized Banks. This session was coordinated by Mr. Ajay Kishan, Treasurer of the Chapter

In the third session Mr. S. Bhalerao, IAS, Principal Secretary to Govt, Public Enterprises Dept on Public Sector undertakings (PSU), spoke on the role of directors in Public Sector Undertakings and listed companies. He said PSUs were setup to curb the exploitation by the private sector at all costs and to cut the rates which are troubling the community at large.

He said, the Board consists of directors from various sectors, one third of directors from government, one third being the expert directors and other one third being the non executive directors, who individually and collectively ensure transparency in relation to ownership, financial statements and management structure. This session was coordinated by Mr. Rajnish C Popat, Secretary of the Chapter

In the fourth session, a Power Point Presentation (PPT) on duties, responsibilities and liabilities of directors was made by Mr P.Bhaskara Narayana, Director and Chief Finance Officer, NATCO Pharma Ltd. He explained the duties, responsibilities and liabilities, of directors. This session was coordinated by Mr. P. Jagannatham, Secretary of SIRC.

Each session was followed up by a lively interaction among the participants. Mr. Rajnish Popat proposed a vote of thanks.

VOLUNTARY SERVICES EXTENDED BY THE MEMBERS DURING THE MONTH OF

JULY, 2008

Sl.No Name of the Members Nature of the Support/Services Rendered

01

02

03

Dr. Raja Mogili

Shri SB Kamath

Shri P. Bhaskaranarayana

Coordinated with Chief Guest for one day seminar on “Directors - Duties,

Responsibilities & Liabilities”

Arranged venue for one day seminar

at a concessional tariff.

One day seminar on “Directors - Duties,

Responsibilities & Liabilities” for his address.

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CAREER AWARENESS PROGRAMMES DURING THE MONTH OF JULY, 2008

Sl .NO

DATE NAME OF INSTITUTION Place ADDRESS BY APPROXNO. OF

STUDENTSATTENDED

1 11.07.2008 A. Shyamala Devi Degree College for B.Com (I) Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 350

2 11.07.2008 A. Shyamala Devi Degree College for B.Com (II) Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 350

3 11.07.2008 DVM Degree College Hyderabad Shri R. Chandra Sekhar, Executive Officer 110

4 14.07.2008 Pragnya Jr. College Hyderabad Shri R. Chandra Sekhar, Executive Officer 140

5 14.07.2008 Annie Besant Jr. College Hyderabad Shri R. Chandra Sekhar, Executive Officer 120

6 14.07.2008 New Chaitanya Hyderabad Shri R. Chandra Sekhar, Executive Officer 55

7 15.07.2008 AKLR Govt. College Hyderabad Shri Rajnish C Popat, Secretary of the Chapter 60

8 15.07.2008 Annie Besant Women's College Hyderabad Ms. Padma Shenoy, Company Secretary 140

9 15.07.2008 CAT Degree & PG College Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 60

10 15.07.2008 CAT Degree & PG College Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 50

11 15.07.2008 Sri Chaitanya Jr. Kalasala Hyderabad Shri P. Jagannatham, Secretary, SIRC and Shri Vamsi Krishna T , Company Secretary 350

12 15.07.2008 Pragati Degree College Kakinada Shri Bhaskara Viswanadham Sharma 25

13 15.07.2008 Aditya Degree College Kakinada Shri Bhaskara Viswanadham Sharma 51

14 15.07.2008 VS Lakshmi Women's College Kakinada Shri Bhaskara Viswanadham Sharma 73

15 16.07.2008 IDEAL Degree College Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 90

16 16.07.2008 Annie Besant Women's College Hyderabad Shri SS Marthi, Chairman, Oral Coaching &Students Facilities Committee 110

17 16.07.2008 Annie Besant Women's College Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 140

18 16.07.2008 Rajiv Gandhi Institute of Law Kakina agar Shri R. Chandra Sekhar, Executive Officer 150

19 16.07.2008 Rajiv Gandhi Institute of Management & Science Kakinada Shri Bhaskara Viswanadham Sharma 38

20 16.07.2008 Alphores Girls Jr. College Karimnagar Shri R. Chandra Sekhar, Executive Officer 100

21 16.07.2008 RK Degree College Kamareddy Shri R. Chandra Sekhar, Executive Officer 100

22 16.07.2008 Apoorva Degree College Karimnagar Shri R. Chandra Sekhar, Executive Officer 150

23 16.07.2008 St. Anns College for Women Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 300

24 16.07.2008 Sri Balaji Degree College for Women Tirupati Shri B. Surya Prakash Company Secretary 100

25 16.07.2008 GSR Degree College Kamareddy Shri R. Chandra Sekhar, Executive Officer 150

26 16.07.2008 Alphores Women's Degree College Karimnagar Shri R. Chandra Sekhar, Executive Officer 150

27 16.07.2008 RK Degree College Kamareddy Shri R. Chandra Sekhar, Executive Officer 100

28 16.07.2008 Alphores Girls Jr. College Karimnagar Shri R. Chandra Sekhar, Executive Officer 100

29 16.07.2008 P.R. Government College Kakinada Shri Bhaskaha Viswanadham Sharma 108

30 17.07.2008 Ideal College of Arts & Sciences Kakinada Shri Bhaskaha Viswanadham Sharma 104

31 17.07.2008 Samhita Degree College for Women Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 90

32 17.07.2008 Annie Besant Women's College Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 130

33 17.07.2008 IDEAL Degree College Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 100

34 17.07.2008 Samhita Degree College for Women Hyderabad Shri SS Marthi, Chairman, Oral Coaching &Students Facilities Committee 140

35 17.07.2008 Vivekananda Degree & PG College Karimnagar Shri R. Chadra Sekhar, Executive Officer 200

36 17.07.2008 St. Ann's Degree College for Women Hyderabad Ms. Madhavi Company Secretary 60

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37 17.07.2008 Apoorva Degree College Karimnagar Shri R. Chandra Sekhar, Executive Officer 15038 17.07.2008 Alphores Women's Degree Karimnagar Shri R. Chandra Sekhar, Executive Officer 15039 17.07.2008 St. Ann's Degree College for Women Hyderabad Ms. Madhavi Company Secretary 10040 17.07.2008 Manjeera Jr. College Sanga Reddy Shri R. Chandra Sekhar, Executive Officer 13041 17.07.2008 Srinidhi Degree College Sanga Reddy Shri R. Chandra Sekhar, Executive Officer 150

42 17.07.2008 Govt. Jr. College Sanga Reddy Shri R. Chandra Sekhar, Executive Officer 300

43 17.07.2008 Manjeera Jr. College Sanga Reddy Shri R. Chandra Sekhar, Executive Officer 170

44 17.07.2008 Govt. Jr. College Sanga Reddy Shri R. Chandra Sekhar, Executive Officer 300

45 17.07.2008 Kasturiba Gandhi Degree & PG College Hyderabad Shri SS Marthi, Chairman, Oral Coaching for Women & Students Facilities Committee 100

46 17.07.2008 Gate Degree College Tirupati Shri B. Surya Prakash Company Secretary 150

47 18.07.2008 Aurora Degree College Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 90

48 18.07.2008 Aurora Degree College Hyderabad Shri V. Ahalada Rao, Company Secretary in Practice 100

49 18.07.2008 Aurora Degree College Hyderabad Shri M. Vaidyanathan, Company Secretary 150

50 18.07.2008 Gandhiji Mahila Kalasala Vijayawada Shri K K Rao, Chairman of the Chapter Shri R. Chandra Sekhar, Executive Officer 140

51 18.07.2008 Gandhiji Mahila Kalasala Vijayawada Shri K K Rao, Chairman of the Chapter Shri Y. V. Rao , Company Secretary 75

52 18.07.2008 Kakaraparti Bhavanarayana College Vijayawada Shri K K Rao, Chairman of the Chapter Shri R. Chandra Sekhar, Executive OfficerShri Y. V. Rao , Company Secretary 150

53 18.07.2008 Syed Appalaswamy Degree College Vijayawada Shri R. Chandra Sekhar, Executive OfficerShri Y. V. Rao , Company Secretary 100

54 18.07.208 Satavahana College Vijayawada Shri Y. V. Rao , Company Secretary 80

55 18.07.2008 Satavahana College Vijayawada Shri Y. V. Rao , Company Secretary 90

56 18.07.2008 Montessori Mahila Kalasala Degree College Vijayawada Shri K K Rao, Chairman of the Chapter Shri R. Chandra Sekhar, Executive OfficerShri Y. V. Rao , Company Secretary 140

57 18.07.2008 Montessori Mahila Kalasala Degree College Vijayawada Shri K K Rao, Chairman of the ChapterShri R. Chandra Sekhar, Executive OfficerShri Y. V. Rao , Company Secretary 90

58 18.07.2008 Montessori Mahila Kalasala Degree College Vijayawada Shri K K Rao, Chairman of the ChapterShri R. Chandra Sekhar, Executive OfficerShri Y. V. Rao , Company Secretary 100

59 18.07.2008 Aurora Degree College Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 75

60 18.07.2008 ASN Degree College Tenali Shri K K Rao, Chairman of the Chapter Shri R. Chandra Sekhar, Executive Officer 170

61 18.07.2008 ASN Degree College Tenali Shri K K Rao, Chairman of the ChapterShri R. Chandra Sekhar, Executive Officer 190

62 18.07.2008 JMJ College for Women Tenali Shri K K Rao, Chairman of the ChapterShri R. Chandra Sekhar, Executive Officer 220

63 18.07.2008 Aurora Degree College Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 100

64 19.07.2008 JMJ College for Women Tenali Shri K K Rao, Chairman of the ChapterShri R. Chandra Sekhar, Executive Officer 270

65 19.07.2008 Aurora Degree College Hyderabad Shri M. Vaidyanathan, Company Secretary 90

66 19.07.2008 TSR & NVR College Tenali Shri K K Rao, Chairman of the ChapterShri R. Chandra Sekhar, Executive Officer 150

67 19.07.2008 Aurora Degree College Hyderabad Shri PK Singh Company Secretary 110

68 19.07.2008 TSR & NVR College Tenali Shri K K Rao, Chairman of the Chapter Shri R. Chandra Sekhar, Executive Officer 150

69 19.07.2008 Aurora Degree College Hyderabad Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 95

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70 19.07.2008 SCIM Govt. Degree College Tanuku Shri SS Marthi, Chairman, Oral Coaching& Students Facilities Committee 100

71 19.07.2008 SV Degree & PG College Kadapa Shri S. Sarveswara Reddy Company Secretary 75

72 19.07.2008 Khammam Study Circle Jr. College Khammam Shri D. Vasudeva Rao Company Secretary 100

73 19.07.2008 SVKP & Dr. K.S. Raju Arts & Science College Penugonda Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 150

74 19.07.2008 SCIM Govt. Degree College Tanuku Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 100

75 19.07.2008 SVKP & Dr. K.S. Raju Arts & Science College Penugonda Shri SS Marthi, Chairman, Oral Coaching & Students Facilities Committee 150

76 19.07.2008 Govt. Womens' Degree College Kakinada Shri Bhaskaha Viswanadham Sharma 110

77 21.07.2008 Sri Sai Baba National Degree College Anantapur Shri S. Bala Chandra Company Secretary 2500

78 21.07.2008 Sri Sathya Sai Arts & Science College for Girls Anantapur Shri S. Bala Chandra Company Secretary 300

79 22.07.2008 Govt. College for Women Hyderabad Ms. Padma Shenoy, Company Secretary & Ms. Madhavi, Company Secretary 100

80 25.07.2008 Shivani Jr. College Hyderabad Shri R. Chandra Sekhar, Executive Officer 80

81 25.07.2008 Meghna Women's Degree College Hyderabad Shri R. Chandra Sekhar, Executive Officer 95

82 25.07.2008 Meghna Women's Degree College Hyderabad Shri R. Chandra Sekhar, Executive Officer 90

83 25.07.2008 Aurunodaya Degree College Hyderabad Shri R. Chandra Sekhar, Executive Officer 60

84 25.07.2008 Meghana Degree College Hyderabad Shri R. Chandra Sekhar, Executive Officer 80

85 25.07.2008 Shivani Jr. College Hyderabad Shri R. Chandra Sekhar, Executive Officer 80

LIST OF FORMER CHAIRMEN / CHAIRPERSON, THE ICSI HYDERABAD CHAPTERS.No Name of the Chairman/Chairperson Secretary

1974-75 Md. Fazalur Rehman Shri P. Ramachandra Rao1975-76 Shri V. Basava Raju Shri S.Suryanarayana1976-77 Shri V. Basava Raju Shri S.Suryanarayana1977-78 Shri V. Basava Raju Shri S. Suryanarayan1978-79 Shri J. Krishna Murthy Shri J. Jawaharlal1979-80 Shri J. Krishna Murthy Shri KV Ramana Rao1980-81 Shri S. Suryanarayana Shri J. Jawaharlal1981-82 Shri KV Ramana Rao Shri J. Jawaharlal1982-83 Shri KV Ramana Rao Shri J. Jawaharlal1983-84 Shri J. Krishna Murthy Shri P. Bhaskaranarayana1984-85 Shri J. Jawaharlal Shri P. Bhaskaranarayana1985-86 Shri J. Jawaharlal Shri P. Bhaskaranarayana1986-87 Shri Simon Mathews Shri VLN Shastry1987-88 Shri Simon Mathews Shri VLN Shastry1988-89 Shri P. Bhaskara Narayana Shri PV Ramana Sharma1989-90 Shri VLN Sastry Shri C. Parthasarathy1990-91 Shri PV Ramana Sharma Shri SS Marthi1992 Shri S. Ramakrishnan Shri C.Sudhir Babu1993 Shri S. Ramakrishnan Shri C. Sudhir Babu1994 Shri Lalit Mohan Chandna Shri SV Suryanarayana1995 Shri C. Sudhir Babu Shri D. Hanumanta Raju1996 Shri SV Suryanarayana Shri L. Jayaraman1997 Shri Datla Hanumanta Raju Shri L. Jayaraman1998 Shri KV Ranga Rao Shri KS Ramesh1999 Shri KV Ranga Rao Shri VS Rao2000 Shri KS Ramesh Shri AG RavindranathReddy2001[upto 6.8.2001] Shri VS Rao, Shri PS Shastry2001 Ms. Shalini Deen Dayal, Ms. AV Syamala2002 Ms. Shalini Deen Dayal, Ms. AV Syamala2003 Shri PS Shastry, Shri KK Rao2004 Shri P. Jagannatham, Shri V.Ahalada Rao2005 Shri EN Viswanath Shri G. Raghu Babu2006 Shri V. Ahalada Rao Ms. Lavanya Chadnra 2007 Shri SS Marthi Shri A. V. Rao

Dr PVS Jagan Mohan Rao, President, The ICSI for the year, 2001.

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1. A sad poem, especially written for someone who has died

2. A Common Law doctrine that operates to ensure that property is not left in a limbo or ownerless; land that does not belong to anyone belongs to the Sovereign or the State

3. Section of the Companies Act, 1956 that deals with allotment of Director Identification Number (DIN)

4. The National Flag of the United Kingdom

5. Greek philosopher and disciple of Socrates; author of “Republic”

Surprise Answer:

Rearrange the words in the boxes above to get the surprise answer A brass instrument, a small trumpet; Blown as a sign of victory

Answers:

Surprise Answer: B U G L E

1.E L E Y2. S C H E A T3.2 6 6 4. N I O N J A C K 5.P A T O

GE

BU

L

Jumble

OBITUARY

The Managing Committee of The ICSI- Hyderabad Chapter deeply regret the sudden demise of Shri Bulli Abbayi-, FCS: 250,

Company Secretary, The Andhra Sugars Limited, th on 17 July, 2008 at Tanuku. May the departed Soul rest in peace.

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With Best Compliments from :

C A T E R E R S

Head Office :# 1-1/8, S.B.H. Colony, Mohan Nagar,Kothapet, Hyderabad - 500035.Ph : 24045549, Mobile : 9391008593

Kukatpally BranchMobile : 9848922647

Malkajgiri Branch

Vizag :

Cell : 98480 23143

Mobile : 9848922650

Branch Offices :# 29-23-21, Tadepallivari Street,

Suryaraopet, Vijayawada - 520002.Ph : 2441161, Mobile : 9848492121

P.S.S.V. PRASAD

Mobile : 9848922646

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Editor : Sudheendra Putty,

Printed and Published by : R. Chandra Sekhar, on behalf of The Institute of Company Secretaries of India - Hyderabad Chapter, 6-3-609/5, Anand Nagar, Khairatabad, Hyderabad - 04 and printed at Surya Graphics, Municipal Market Lane, Chikkadpally, Hyderabad - Tel : 27666135, 66752838 and published at The Institute of Company Secretaries of India - Hyderabad Chapter, 6-3-609/5, Anand Nagar, Khairatabad, Hyderabad - 4 Phones : 23399541/23396494.Editor : Sudheendra Putty,

Printed and Published by : R. Chandra Sekhar, on behalf of The Institute of Company Secretaries of India - Hyderabad Chapter, 6-3-609/5, Anand Nagar, Khairatabad, Hyderabad - 04 and printed at Surya Graphics, Municipal Market Lane, Chikkadpally, Hyderabad - Tel : 27666135, 66752838 and published at The Institute of Company Secretaries of India - Hyderabad Chapter, 6-3-609/5, Anand Nagar, Khairatabad, Hyderabad - 4 Phones : 23399541/23396494.Editor : Sudheendra Putty, The Institute of Company Secretaries of India - Hyderabad Chapter, 6-3-609/5, Anand Nagar, Khairatabad, Hyderabad - 500 004

Views expressed by contributors are their own and the Institute of Company Secretaries of India - Hyderabad Chapter does not accept any responsibility.

Mr. Sudheendra PuttyChairman Cum Editor

Ms. Anuradha BisaniMember

NEWS LETTER COMMITTEE

Mr. S. RamakrishnanMember

Mr. S.V. RamakrishnaMember

Mr. K. K. RaoMember Ex. Officio

Mr. Rajnish C PopatMember Ex. Officio

RNI Reg.No.APENG/2004/13271 dated 04.10.2004 Postal Regn. No. LII / RNP / H-HD-1047/2008-10

Having 'Sleep problem'? Don't worry, Yar! Read these 'Annual Reports'in the Night. You'll get sleep within 5 minutes !!

Cartoon by : Lalit Mohan Chandna, Company Secretary in Practice

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HYDERABAD CHAPTER(AN ISO 9001 : 2000 CHAPTER)

The Institute ofCompany Secretaries of IndiaIN PURSUIT OF PROFESSIONAL EXCELLENCE

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# 6-3-609/5, Anandnagar, Khairatabad, Hyderabad - 500 004.

Shri J.J.Irani, Director, Tata Sons Ltd, Mumbai, Inaugurating the One Day Seminar on Directors - Duties, Responsibilities & Liabilities on 7th July, 2008 at Taj Deccan, Banjara Hills, Hyderabad conducted by the

Institute of Company Secretaries of India Hyderabad Chapter.

L-R: Shri AV Rao, Vice Chairman of the Chapter, Shri C. Sudhir Babu, Council Member, The ICSI, Shri M. Gopala Krishna, IAS (Retd) , Managing Director , AP Gas Power Corporation Ltd ( Key Note speaker) ,

Ms. AV Syamala, Chairperson, Southern India Regional Council of the Institute and Shri Rajnish C Popat, Secretary of the Chapter.