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Page 1: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this
Page 2: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this
Page 3: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 3 November, 2013

From the Chairman

Yours sincerely,

(CS DEEPAK KUKREJA)[email protected]

6th November, 2013 Mobile : 09871315000

To provide impetus to this initiative, I solicit the support ofall the members & request to use their good offices to help usarrange visits to the offices of relevant GovernmentDepartments, Judicial & Quasi-judicial bodies, StockExchanges, Depositories, Merchant Bankers, FinancialInstitutions etc. and also provide valuable suggestions formaking it more beneficial for the proposed visits ofparticipants of forthcoming MSOPs.

First Certificate Course on ValuationAs advised by the Institute, NIRC organized first certificatecourse on valuation in the month of October, 2013. 20 memberssuccessfully completed the course. I thank Mr. VineetChaudhary, Chairman of Professional Development andPrograms Coordination committee for his whole heartedsupport in organizing this certificate course on valuation.The second certificate course on valuation will be held from7th December, 2013. I request the members to join this coursefor the specialized knowledge of valuation.

1st PCS Induction ProgramNIRC organized first PCS Induction Program in the monthof October, 2013. 33 members attended the program. I thankMs. Ashu Gupta, Chairperson of Practicing CompanySecretaries Committee for her taking the lead and organizingfirst PCS induction program.

The second PCS Induction Program will be held on 16th and17th November, 2013. I request the members who desire tojoin the practice or have recently joined practice to registerfor this induction program which will help them to set uptheir practice.

The gist of the other programs organized by NIRC-ICSIduring the month of October, 2013 is as under:On 16th October, 2013 NIRC-ICSI organized one dayworkshop on the topic "Companies Act, 2013" at ICSI-NIRCBuilding.

On 18th October, 2013 & 21st October, 2013, NIRC-ICSIorganised Meetings of Company Secretaries in Practice onthe topic "Directorships under Companies Act, 2013" and"Rehabilitation under Companies Act, 2013" at New Delhi.

I take this opportunity to express my sincere thanks to all theguest speakers for sparing their valuable time and sharingtheir words of wisdom with the delegates of all theseprograms.

On 25th October, 2013 NIRC-ICSI organized a CampusPlacement for 15 months Management Training. Companiesand Company Secretaries in Practice and approx. 60 students

participated in the campus placement. I wish to place on recordmy sincere thanks to the members and companies forparticipating in the Campus Placement and look forward fortheir support in future also in the various endeavors of NIRC.

On 26th October, 2013 NIRC-ICSI organized one day seminaron the topic "New Company Law-Changes & Challenges" atHotel Radisson Blu, New Delhi. CS Rikhab Chand Jain,Chairman & Managing Director, TT Ltd. was the Chief Gueston the occasion. Seminar was attended by about 300 members.I take this opportunity to place on record my sincere thanks& gratitude to the Chief Guest & Guest Speakers of the seminarfor sparing their valuable time and sharing their richknowledge & experience with the delegates of the seminar.Various Study Groups viz. North Delhi Study Group, EastDelhi Study Group, South Delhi Study Group & Vaishali StudyGroup have also organized their respective meetings on thesubject Companies Act, 2013 and Draft Rules during the monthof October, 2013.

In order to support the social cause, on 15th October, 2013NIRC-ICSI in association with Rotary Blood Bank organiseda blood donation camp at ICSI-NIRC Building. Good numberof students & members came forward and donated the blood.During the month of October, 2013 NIRC-ICSI organizedvarious students training programs viz. SIP, EDP & MSOP.

Forthcoming Programs:NIRC-ICSI is organizing on 16th November, 2013 ChandigarhState Conference, on the topic "Companies Act, 2013-Opportunities & Challenges, on 23rd November, 2013, oneday seminar at Hotel Radisson Blu, Noida, on 25th November,2013, a meeting of the Practicing Company Secretaries at ICSI-NIRC Building and on 30th November, 2013 a Workshop onCompanies Act 2013 at ICSI-NIRC Building. The details of allthese programs are published elsewhere in the newsletterfor your benefit. I request all of you to attend all theseProfessional Development Programs in large numbers andmake them a grand success.

I request all of you to kindly join hands with NIRC and giveyour valuable suggestions for the betterment of the activitiesof NIRC. Feel free to contact me at [email protected]. Here's wishing everyone a very happy festival seasoead!With best regards,

Page 4: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 4 November, 2013

33 /2013 prescribing that in order to facilitate capitalraising by small and medium enterprises includingstartup companies which are in their early stages ofgrowth and to provide for easier exit options for informedinvestors like angel investors, VCFs and PEs etc., fromsuch companies, it has been decided to permit listingwithout an Initial Public Offer and trading of specifiedsecurities of small and medium enterprises(SMEs)including start-up companies on Institutional TradingPlatform (ITP) in SME Exchanges.

On 28th October, 2013 the Securities and ExchangeBoard of India issued a circular No. CIR/MIRSD/10/2013 prescribing that SEBI has reviewed the processbeing followed by the Share Transfer Agents (STAs) andthe Depositories / Issuer companies (in-house STAs) foreffecting transmission of securities held in physical aswell as dematerialized mode and with a view to makethe transmission process more efficient and investorfriendly, it has been decided in consultation withRegistrars Association of India (RAIN) and thedepositories, that Share Transfer Agents/ issuercompanies and the depositories shall adhere to theprescribed guidelines, as applicable to them. For detailedtext of these circulars you may visit www.sebi.gov.in

The Reserve Bank of India vide circular dated 1stNovember, 2013 reviewed the extant FDI policy and ithas been decided to incorporate the definition for 'groupcompany' as under;

'Group company' means two or more enterprises which,directly or indirectly, are in position to:

(i) exercise twenty-six per cent, or more of voting rightsin other enterprise; or

(ii) appoint more than fifty per cent, of members of boardof directors in the other enterprise. For detailed text ofthis circular you may visit www.rbi.org.in

I look forward for your valuable suggestions for thefurther improvements and enrichment of the contents ofNIRC-ICSI Newsletter Insight.

With warm regards,Yours sincerely,

(CS DHANANJAY SHUKLA)[email protected]

6th November, 2013 Mobile : 09873347280

From the Desk of Editor

Dear Professional Colleagues,

Our greatest weakness lies in givingup. The most certain way to succeedis always to try just one more time.

-Thomas A. Edison

Indian culture and the zeal of thepeople to celebrate the festivalsmake it different from other

countries of the world. I hope you all have enjoyed thefestive season and must be back to your work withrejuvenated energies.

The gates are wide open for us as the world is becomingthe global village day by day and there is no dearth ofopportunities for competent professionals. The onlything which is important is to have faith in ourselves. Inthe global competitive environment, it should be ourendeavour to strive for professional excellence. Forachieving professional excellence continuousknowledge updation plays a vital role. Few of the latestdevelopments are summarised below which you mayfind useful for your knowledge updation:

On 21st October, 2013 the Securities and ExchangeBoard of India In order to ensure that adequatedisclosures are made to help investors in taking aninformed decision, issued a circular No. CIR/CFD/POLICYCELL/11/2013 thereby modifying the formatsfor disclosures under regulation 29 (1), 29 (2) and 31 ofthe SEBI (Substantial Acquisition of Shares andTakeovers) Regulations, 2011.

On 22nd October, 2013 the Securities and ExchangeBoard of India issued a circular No. CIR/IMD/DF/17/2013 prescribing that a "High Level Expert Committeeon Corporate Bonds and Securitization" ("Dr. R.H. PatilCommittee") had recommended creation of "CentralizedDatabase of information regarding Bonds". Thecommittee report has recognized that historicaldatabase on all corporate bonds issued is very importantfor an investor to take a valued decision. While currentlythe information in respect of various bonds/debenturesissued by issuers is available in a fragmented mannerand available at multiple sources such as websites ofcredit rating agencies, depositories, stock exchanges etc,it is felt that there is a need for having a comprehensivedatabase on corporate bonds at a single place.

On 24th October, 2013 the Securities and ExchangeBoard of India issued a circular No. CIR/MRD/DSA/

Page 5: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 5 November, 2013

Compliance Checklist

COMPLIANCE CHECKLIST FROM 10TH NOVEMBER TO 10TH DECEMBER, 2013

Central Excise Related Compliance S. No. Activities Sections/Rules/

Clauses, etc. Acts/Regulations etc.

Compliance Due Date

To whom to be submitted

1. Monthly Return of information relating to Principal Inputs (October, 2013) (Form No. ER-6)

Rule 9A CENVAT Credit Rules, 2004

10th November Central Excise Authorities

2. Filing of Return of Central Excise and Cenvat Credit for the month of October, 2013 (Form No. ER-1) (Non SSI Units)

Rule 12 / Rule 9(7)

Central Excise Rules, 2002/ CENVAT Credit Rules, 2004

10th November Central Excise Authorities

3. Monthly Excise return by EOU for the month of October, 2013 (Form No. ER-2)

Rule 17(3) Central Excise Rules, 2002

10th November Central Excise Authorities

4. Annual Financial Information Statement (Form No. ER-4)

Rule 12(2) Central Excise Rules, 2002

30th November Central Excise Authorities

5. Last Date for payment of Excise Duty Non SSI units (November) *(in case of Payment through Internet banking)

Rule 8 Central Excise Rules, 2002

05th December *06th December

Central Excise Authorities

6. Filing of Return of Central Excise and Cenvat Credit for the month of November, 2013 (Form No. ER-1) (Non SSI Units)

Rule 12 / Rule 9(7)

Central Excise Rules, 2002/ CENVAT Credit Rules, 2004

10th December Central Excise Authorities

7. Monthly Return of information relating to Principal Inputs (November, 2013) (Form No. ER-6)

Rule 9A CENVAT Credit Rules, 2004

10th December Central Excise Authorities

8. Monthly Excise return by EOU (Form No. ER-2) for the month of November, 2013

Rule 17(3) Central Excise Rules, 2002

10th December Central Excise Authorities

Service Tax Related Compliances 9. File Service Tax Return in Form

“ST-3” for the quarter covering period between 1st April to 30th June, 2013 only.

Return under section 70

of the Finance Act, 1994

& Rule 7 of Service Tax

Rules & Notifications

Finance Act, 1994 Service Tax Rules, 1994

25th November Service Tax Authorities

10. Pay Service Tax in Challan GAR 7 collected for the month of October 2013 by persons other than individuals, proprietors and partnership firms *(in case of Payment through Internet banking)

Rule 6 Service Tax Rules, 1994

05th December *06th December

Service Tax Authorities

Income-tax Related Compliances 11. TDS Certificate in form 16A to

vendors (with respect to TDS deducted in the previous month)

Section 203 Income-tax Act, 1961

30th November Income Tax Authorities

12. Due date of filing return under Section 92E (TRANSFER PRICING) by Company Assessee

Section 139 Income-tax Act, 1961

30th November Income Tax Authorities

13. Due date of filing Wealth tax Return by Company in Form BA

Section 14 Wealth Tax Act, 1956

30th November Income Tax Authorities

Page 6: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 6 November, 2013

Compliance Checklist

14. Monthly payment of TCS (November)

Section 206 Income-tax Act, 1961

07th December Income Tax Authorities

15. TDS from Salaries for the previous month (November)

Section 192 Income Tax Act, 1961

07th December Income Tax Authorities

16. Contractor’s Bill / Advertising / Professional Service Bill - TDS collected in the previous month (November)

Section 194C Section 194J

Income Tax Act, 1961

07th December Income Tax Authorities

17. Deposit TDS from salaries for the previous month in Challan No.281.

Section 192 Income-tax Act, 1961

07th December Income Tax Authorities

Company Law/LLP Related Compliances 18. Due Date for filing e-form 20B for

Companies having Paid up Capital and e-form 21A for Companies not having Paid up Capital

Section 159 Companies Act, 1956

Within 60 days from the Day on which AGM is held or due to be held

Registrar of Companies

19. Due Date for filing e-form 23B for appointment / re-appointment of statutory auditors in the AGM of the company.

Section 224 (1A)

Companies Act, 1956

The company is required to intimate the auditors within 7 days from the date of AGM. Within 30 days from the date of receipt of intimation from the company.

Registrar of Companies

RBI Related Compliances 20. Monthly statement of short term

dynamic liquidity in Form ALM-I DNBS

(PD).CC.No.15/02.01/2000-

2001 dated June 27, 2001

Circular 10th November RBI

21. Monthly return (NBS-6) on exposure to capital market

Para 13B NBFC Prudential Norms (Reserve Bank) Directions, 1998

07th December RBI

22. Monthly Return on Important Financial Parameters

DNBS (RID) C.C. No.

57/02.05.15/2005-06 dated

September 6 , 2005

Circular 07th November RBI

23. Reporting of actual transactions of ECB in form ECB-2 within 7 working days (November)

ECB Rules FEMA, 1999 08th December RBI through AuthorizedDealer

24. Monthly statement of short term dynamic liquidity in Form ALM-I

DNBS(PD).CC.No.15/02.01 / 2000-

2001 dated June 27, 2001

Circular 10th December RBI

pS. No. Activities Sections/Rules/

Clauses, etc. Acts/Regulations etc.

Compliance Due Date

To whom to be submitted

Page 7: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 7 November, 2013

conomic Ind st ial La o Law Related Compliances 25. Monthly payment of Provident

Fund (PF) (Non Corporate) (a) Paragraph 38

of Employees Provident Funds Scheme, 1952

(b) Section 418 of the Companies

Act, 1956

(a) Employees’ Provident Funds and Misc. Provisions Act, 1952 (b) Exempted Scheme

15th November Provident Fund AuthoritiesTrustees of Provident Fund

26. File monthly return for employees leaving / joining during the month of October (Form No.5)

Pragraph 20(2) read with

Paragraph 36(1) & (2)

The Employees Pension Scheme, 1995 (For exempted establishments under Employees Provident Fund and Misc. Provisions Act, 1952)

15th November Provident Fund Commissioner

27. i) File monthly Return of employees entitled for membership of Insurance Fund (Form No.2(IF))

ii) File monthly Return for members of Insurance Fund leaving service during the month of October (Form no. 3(IF))

iii) File monthly return of members joining service during the month of October (Form no.F4(PS))

Paragraph 10 The Employees Deposit Linked Insurance Scheme, 1976 (For exempted establishments under Employees Provident Fund and Misc. Provisions Act, 1952)

15th November Provident Fund Commissioner

28. Payment of ESI contribution for the previous month

Regulation 31 Employees’ State Insurance Act, 1948 and Employees State Insurance (Gen.) Regulations, 1950

21st November ESIC Authorities

29. Monthly return of Provident Fund for the previous month (October) Provident funds

Paragraph 38 of Employees’

Provident Act, 1952

Employees Provident Funds and Misc. Scheme, 1952

25th November Provident Fund Authorities

30. Monthly return of Provident Fund for the previous month with respect to International Workers.

Paragraph 36 The Employees' Provident Funds Scheme, 1952

25th November Provident Fund Authorities

Compliance Checklist

pS. No. Activities Sections/Rules/

Clauses, etc. Acts/Regulations etc.

Compliance Due Date

To whom to be submitted

Note : While every care has been taken in the preparation of this Compliance Check List for the Month ofNovember, 2013, to ensure its accuracy at the time of publication, NIRC - ICSI assumes no responsibility for anyerrors which despite all precautions, may be found therein. Members are requested to check the latest positionwith the original sources before acting upon on the information published in this newsletter. Neither thisNewsletter nor the information contained herein constitutes a contract or will form the basis of a contract. Thematerial contained in this document does not constitute/ substitute professional advice that may be requiredbefore acting on any matter.

Page 8: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 8 November, 2013

News in Flash

Lucknow Chapter: Inauguration of MSOP

(12.10.2013): Sitting from L to R Mr. R K Sharan (Regional

Director, PHDCCI), CS Deepak Kukreja, Justice K.C.Bhargava

& CS Rajeev Kumar. Standing from L to R CS Ritika Srivastava,

CS Vertika Srivastava, CS R.K.Porwal, CS Subhash Tiwari, CS

Amit Gupta, CS Anuj Tiwari & CS Geetika Keswani

Karnal Panipat Chapter: One day Program for

members & PDP for Students on "Companies Act,

2013 - Opportunities & Challenges Ahead"

(27.10.2013): Sitting from L to R CS I. P. Arora, CS Avtaar

Singh, CS Deepak Kukreja, CS Saurabh Kalia, CS Manish

Gupta & CS Naresh Garg

Chandigarh Chapter : Seminar on The Companies Bill, 2012

(31.8.2013): CS Mukesh Sharma Addressing. Others L to R CS Vishawjeet

Gupta, Mr. Vijayendra Kumar, IAS (Director General of Haryana), Dr. Raj

Singh ( ROC,Punjab, H.P. & Chandigarh), CS G.P. Madaan & CS G.S.Sarin.

Gurgaon Chapter: Half day Seminar (28.10.2013):

CS Parvesh Kheterpal addressing. Others sitting from L to

R CS K.K. Singh, CS N.K. Jain & CS Hitender Mehta

Ghaziabad Chapter: Program on the Companies

Act., 2013 (11.10.2013): CS S.K. Aggrawal addressing.

Others sitting CS Pavan Kumar Vijay & CS Deepa Singhal.

Noida Chapter: MSOP (4.9.2013): Group photographs of

participants alongwith CS N.K. Jain, CS Deepak Kukreja, CS Rajiv Bajaj,

CS Vineet K. Chaudhary, CS Ravi Bhushan Kumar & Mr. Rajiv Ranjan

Lucknow Chapter: Valedictory Session of MSOP (26.10.2013): Mr. Ashok Vajpayee (ex Higher Education Minister of U.P

Govt. and National General Secretary of Samajwadi Party) addressing. Sitting from L to R CS Anuj Tiwari, CS Rajeev Kumar, CS Shyam

Agrawal, CS Ranjeet Pandey & CS Dhananjay Shukla

Page 9: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 9 November, 2013

Article

INDEPENDENT DIRECTORS UNDER COMPANIES ACT, 2013*–CS G.P. Madaan, Past Chairman, NIRC-ICSI

[email protected]

29th August, 2013 was a historic day for Corporates andProfessionals all over the Country when Companies Bill,2013 was signed by the President of India to replace theexisting 57 year old law. The new law is a very progressiveand futuristic legislation with an emphasis on transparencyalong with effective regulation. Various new concepts havebeen introduced to ensure transparency and self regulationin Corporate Houses. With a view to add transparency,fairness and Independence in decision making process inthe Board Room of Corporates the concept of IndependentDirectors has been introduced. While the concept was tilldate applicable to Listed Companies only through ListingAgreement, the new Act proposes to introduce the same onrelatively Large unlisted Public Companies also.

Criteria

As per the provisions of Section 149(4) of the CompaniesAct, 2013 every listed Company is required to have onethird of its total number of Directors as IndependentDirectors and by Section 149(5) Central Govt. have beengiven the power to prescribe minimum number ofIndependent Directors in other class or classes of Companies.The Draft Rules for Independent Directors prescribeappointment of Independent Directors in following publicCompanies:

i. Having paid-up Share Capital of Rs. 100 Crores or more;or

ii. Having turnover of Rs. 300 Crores or more; or

iii. Having in aggregate outstanding loans or Borrowingsor Debentures or Deposits exceeding Rs. 200 Crores

The above criteria shall be applicable for the first year andshall continue for subsequent years during the tenure ofIndependent Directors even if the above mentioned limitsfall below the threshold. It is also prescribed for Everyexisting company to appoint Independent Directors withinone year from commencement of the Act or from the dateof notification of the Section/ Rules.

Companies Act, 2013 also prescribes that the appointmentof Independent Directors to be approved by the Companyin General Meeting and the Explanatory Statement annexedto the notice of the General Meeting called to consider thesaid appointment to indicate the justification for choosingthe appointee for appointment as Independent Director.

Qualifications

The Independent Director must be a person of integrity andpossess such relevant qualifications and experience as may

be prescribed. It is also provided that the Board’s Reportshall contain a statement to the effect that in the opinion ofthe Board, the Independent director possesses appropriatebalance of Skills, Experience and Knowledge, as required.Alternate director for an Independent Director should bequalified to be appointed as an Independent Director.

It may be noted that the Independent Director can’t haveany pecuniary relation with the Company, its holding,subsidiary or associate Company, or their promoters, ordirectors. Further, No relative of such person can havepecuniary relationship or transaction with the Company,its holding, subsidiary or associate Company, or theirpromoters, or directors, amounting to two per cent or moreof its gross turnover or total income or fifty lakh rupees orsuch higher amount as may be prescribed, whichever islower during the two immediately preceding financialyears or during the current financial year.

KMP or his relative who has been employee of theCompany or its Holding/ Subsidiary/ Associate Companyin any of the three immediately three preceding financialyears cannot be appointed as an Independent Directors ofthe Company.

Any person or his relative who has been employee/proprietor/ partner of

➼ Firm of Auditors; or

➼ Company Secretaries in Practice; or

➼ Cost Auditors of the Company or its Holding/Subsidiary/ Associate Company; or

➼ Legal/ Consulting Firm that has or had anytransaction with the Company or its Holding/Subsidiary/ Associate Company amounting to10% or more of Gross Turnover of such firm

in any of the three immediately three preceding financialyears is not eligible for appointment as IndependentDirector.

This seems to be very harsh provision particularly forCompany Secretaries in Practice, because even issuance ofone compliance or other Certificate by a PCS or a firm ofPCS may debar the PCS, his employee or partner frombecoming a Independent Director.

Declaration

Every Independent Director is required to give a declarationof Independence:

Page 10: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 10 November, 2013

a) at the time of appointment; andb) at the first meeting of the Board in every financial year.

Term

The term of an Independent Director is for up to five yearsand he can re-appointed only on passing of a SpecialResolution and on the basis of performance evaluationreport. It is important to note here that Performanceevaluation of Independent Directors is to be done by theentire Board, excluding the director being evaluated.

However, the Independent Director cannot be re-appointedfor more than two consecutive terms. After two consecutiveterms, he can be re-appointed after a cooling period of threeyears provided he is not associated with the companydirectly or indirectly or with its subsidiary/ holding orAssociate Company during the cooling period.

Remuneration

Independent Director can get remuneration only by way ofsitting fee and commission out of profits. He is also entitledfor reimbursement of expenses. However, no ESOP can begiven to Independent Director.

Role and Responsibilities

Independent Directors have been vested with variousimportant roles and responsibilities under the New Lawfor safeguarding the interest of all stakeholders andmoderate and arbitrate the interest of the Company in thesituation of the conflict between the management andshareholders’ interest. Some of them includesrepresentation in various committees e.g. CSR Committee,Nomination & Remuneration Committee, AuditCommittee and Stakeholders Relationship Committee. Thenew law provides that at least one Independent Director tobe present at a Board Meeting called at shorter notice totransact urgent business. In case of absence of IndependentDirectors from such a board meeting, decisions taken atsuch a meeting shall be circulated to all the directors andshall be final only on ratification thereof by at least oneIndependent Director, if any.

The Company and Independent Directors shall abide bythe provisions specified in Schedule IV. IndependentDirector shall be held liable, only in respect of such acts ofomission or commission by a Company which had occurredwith his knowledge, attributable through Board processes,and with his consent or connivance or where he had notacted diligently.

Meeting of Independent Directors only

It is provided that there should be at least one meeting in ayear of Independent Directors and all the IndependentDirectors of the Company shall strive to be present at suchmeeting. The meeting shall:

❑ review the performance of non-IndependentDirectors and the Board as a whole; and

❑ review the performance of the Chairperson of theCompany, taking into account the views of executivedirectors and non-executive directors; and

❑ assess the quality, quantity and timeliness of flowof information between the Company’s managementand the Board that is necessary for the Board toeffectively and reasonably perform their duties.

Database of Independent Directors

The Draft Rules for Independent Directors provide that anyBody, Institute or Association duly authorized by CentralGovernment can maintain and create a databank of personswilling to act as an Independent Director. Such databank tobe hosted on the website of Ministry of Corporate Affairs.However, the liability of due diligence about the person tobe appointed as the Independent Director is on the Companywho is appointing the individual as Independent Directorand the Central Government or such Entity shall not beheld responsible for any contravention of any law by suchcompany or its Independent Director.

Provisions relating to retirement of Directors by rotationshall not be applicable to Independent Directors. Provisionsrelating to resignation or removal of Independent Directorare the same manner as of Non Executive Directors. Anyvacancy in the office of Independent Director should be filledwithin 180 days from the date of removal or resignation ofIndependent Director.

Conclusion

Companies Act, 2013 aims to bring revolutionary changesin the Board rooms of the Big Corporate Houses byentrusting greater role, powers and responsibilities toIndependent Directors. There is going to be a big demandfor professionals to be appointed as Independent Directors.It will not only bring greater opportunities for professionalsbut also help to formulate more responsible Boards andtransparency in functioning of Corporates in the best interestof all stakeholders.

Article

* Views expressed in this article are the views of the Author and not of the NIRC-ICSI.

Members may send their articles at e-mail [email protected] for publication in the NIRC Newsletter-Insight. Decision of theEditorial Board of Newsletter in this regard will be final.

Page 11: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 11 November, 2013

LEGAL UPDATES

Hero MotoCorp Limited

Vs

Government of NCT of Delhi (Revenue Department)

Crux of the Judgment:

The definition of Conveyance in the Indian Stamp Act, 1899includes the activity of amalgamation and hence, Stampduty shall be payable on amalgamation at the rate prescribedin the Schedule.

Brief facts of the case:

Hero MotoCorp Limited filed an application for paymentof stamp duty on the merger order of the Hon'ble HighCourt of Delhi dated March 1, 2013 read with order datedMarch 15, 2013 in C.P. No. 547 of 2012 allowing the schemeof amalgamation between Hero Investments PrivateLimited (Transferor Company) and Hero MotoCorp Limited(Transferee Company).

As per the scheme of merger, as the Transferor Companydid not own any immovable property, there was noconveyance of any immovable property from the TransferorCompany to the Transferee Company. There was cash andbank balance and income tax recoverable aggregating toRs. 3,01,85,030.07. Further, the Transferor Company washolding 8,65,31,210 Equity shares of Rs.2 each of theTransferee Company. The said Equity shares held by theTransferor Company of the Transferee Company stoodextinguished as per the merger order. Further, the TransfereeCompany issued similar number of 8,65,31,210 fully paid-up equity shares of Rs. 2 each to the equity shareholders ofthe Transferor Company in the proportion of theirrespective shareholding in the Transferor Company.

The Authorized Representative of the Transferee Companysubmitted that consequent to the extinguishment andissuance of the additional shares of the TransfereeCompany, the paid-up capital of the Transferee Companyshall remain the same. Further, the only movable property(and no immovable property) that is being transferred inthe books of the Transferee Company is Rs. 3,01,85,030.07consisting of cash and bank balance and income taxrecoverable. It was also contended by the Company thatthe stamp duty should be paid on the total amount of Rs.3,01,85,030.07.

Observations of the Revenue Department:

The Sub-Divisional Magistrate (SDM) observed in the abovecase that as per the judgment of the Hon'ble Delhi High

Legal Updates

Court in Delhi Towers Limited Case, in the absence of anyspecific entry in the Stamp Schedule as applicable to Delhi,definition of Conveyance in the Indian Stamp Act coversthe activity of amalgamation of two or more companiesand therefore, same entry as applicable to Conveyance i.e.entry 23 of Schedule 1-A would be applicable to the orderof amalgamation. The term conveyance has been definedin the Stamp Act as under:-

"Section 2(10)-"Conveyance" includes a conveyance on saleand every instrument by which property, whether movableor immovable, is transferred inter vivo and which is nototherwise specifically provided for by Schedule 1:"

Entry 23 of Schedule 1-A as applicable to Delhi providesthat stamp duty on conveyance would be chargeable at therate of 3% on the consideration amount set forth in theinstrument. Therefore, the rate at which stamp duty to becharged on the amalgamation order passed in Delhi shouldbe 3% in the absence of any specific Entry in this respect.

Thus, the SDM passed the order on the Company to pay thestamp duty @ 3% on the total amount of Rs. 3,01,85,030.07which came to Rs. 9,05,551. The Transferee Company, wastherefore, directed to pay the aforesaid stamp duty within7 days of the date of the order.

However, the contention of the Company that the stampduty was not payable on the share certificate to be issuedsubsequent to the merger order as new instrument wouldbe generated which shall attract duty as per the provisionof Entry 19 of Schedule 1-A as applicable to Delhi wasrejected by the SDM and the Transferee Company wasordered to pay stamp duty also on the new 8,65,31,210 equityshares which were issued by the Transferee Company tothe shareholders of the Transferor Company, in accordancewith the provisions of Entry 19 of Schedule 1-A as applicableto Delhi.

Further, the effective date of merger was May 16, 2013 andthe application for payment of stamp duty on the mergerorder was filed on May 24, 2013 which was within the timelimit and therefore there was no penalty charged on thesaid order.

Compiled by:

CS Swati Chhabra, ACS - [email protected]

CS Manish Gupta, FCS - [email protected]

Page 12: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 12 November, 2013

Legal Updates

IN THE SUPREME COURT OF INDIAMANU/SC/0980/2013 23.09.2013

Yash Deep Trexim Private Limited AppellantVs.

Namokar Vinimay Pvt. Ltd. and Ors. Respondent

Crux of the Judgment

Whether provisions of SICA, 1985 are applicable to "foreigncompanies" registered in India under the provisions ofSection 591 of the Companies Act, 1956 (hereinafter forshort "the Act") and whether any revival schemes framedby BIFR are required to be implemented.

Brief facts of the case:

The Respondent Company was wound up by an order dated28.10.1987 of the learned Company Judge of the CalcuttaHigh Court. The appeal filed against the winding up orderby some of the workers of the Company came to bedismissed by the Appellate Bench of the High Court on18.11.1987. Thereafter, on an approach being made, thewinding up proceedings were stayed for a period of sixmonths on 22.9.1988 and a scheme for revival of theCompany suggested by some of the shareholders wasaccepted by the learned Company Judge. Our perusal ofthe relevant facts and the voluminous pleadings broughton record would seem to suggest that the initial order ofstay of the winding up dated 22.9.1988 has been extendedfrom time to time and till the present date different schemesfor running the affairs of the Respondent Company hasbeen framed and implemented pursuant whereto theCompany has been functioning as a going concern. VariousCompany Applications were also filed for a permanentstay of the winding up proceedings. The RespondentCompany is the owner of vast immovable properties inand around Kolkata which, with the passage of time, haveenormously appreciated in value. It is this particular assetof the Respondent Company which has been the bone ofcontention between different groups of shareholders whohave claimed the right to run the affairs of the Companyunder the schemes framed by the learned Company Judgefrom time to time.

Reference made in the year 2004 to the BIFR by two of theDirectors of the Respondent Company claiming to be inoffice at that point of time was ordered by the CalcuttaHigh Court to be disposed of on merits. The said order isdated 20.02.2006 passed in W.P. No. 221 of 2006. On thebasis of the said order proceedings before the BIFR weretaken up and a scheme under Sections 18(4) and 19(3) of theSICA was framed and notified for immediateimplementation by the order of the BIFR dated 4.11.2009.

The said order came to be challenged before the High Courtin W.P. No. 1166/2009 (renumbered as W.P. 5535(W)/2010).There was an interim order in the said writ petitionrestraining the Respondents therein from taking any stepsin the matter of sale of any property of the Respondent

Company or from creating any charge in respect of theassets of the Company without the leave of the Court. Thewrit petition was, however, withdrawn on 16.6.2010whereafter three separate writ petitions bearing Nos. 12377/2010, 12406/2010 and 12412/2010 were filed challengingthe jurisdiction of the BIFR to entertain the reference; framethe scheme in question and pass orders for implementationof the same. The aforesaid writ petitions were disposed ofby the learned Single Judge of the High Court by orderdated 25.1.2011 holding that the SICA is not applicable tothe Respondent Company, it being incorporated outsideIndia. Consequently, the scheme framed by the BIFR wasset aside and quashed. As against the aforesaid order dated25.1.2011 passed by the learned Single Judge of the HighCourt six appeals were filed by the aggrieved partiesbearing Nos. 169/2012, 170/2012, 171/2012, 172/2012, 173/2012 and 1115/2011. The Appellate Bench of the High Courtby order dated 19.10.2012 took the view that on a purposiveinterpretation of the provisions of SICA the said Act wouldbe applicable to the Respondent Company. In this regardthe Division Bench of the High Court specifically took noteof the fact that the only factory of the Company is locatedin India at Baranagore; 90% of its shareholders are Indiansand 3700 workers are working in the jute factory in WestBengal. Aggrieved, the present appeals have been filedbefore the Supreme Court.

Observations of the Court

SICA was enacted to overcome the grossly inadequate andtime consuming institutional arrangements that were thenin place for revival and rehabilitation of sick industrialcompanies. The Act was brought into force to provide timelyidentification, by an expert body, of sick industrialcompanies and to design suitable rehabilitation packagesin order to obviate the enormous loss that would beoccasioned by such units going permanently out of business.The provisions of Sections 15 to 19 contained in Chapter IIIof the Act dealing with references to the Board by theManagement of sick industrial companies; enquiries intothe working of such companies and the measures to beundertaken by the Board to make a sick industry viable hadreceived a full consideration of this Court in RahejaUniversal Limited (supra). The details in this regard neednot be noticed once again save and except that the Act hascast upon the BIFR the duty to cause a detailed inquiry to bemade into the functioning of any sick industrial companyand to take steps to revive the functioning of such companyfailing which to refer the cases of such companies to thejurisdictional High Court for winding up in accordance withthe provisions of the Companies Act. In this regard, specificnotice must be had of

Section 3(o) of the Act which defines a sick industrialcompany in the following terms:

(o) "Sick industrial company" means an industrial company(being a company registered for not less than five years)

Page 13: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 13 November, 2013

Legal Updates

which has at the end of any financial year accumulated lossesequal to or exceeding its entire net worth.

Explanation.-For the removal of doubts, it is herebydeclared that an industrial company existing immediatelybefore the commencement of the Sick Industrial Companies(Special Provisions) Amendment Act, 1993 registered fornot less than five years and having at the end of any financialyear accumulated losses equal to or exceeding its entire networth, shall be deemed to be a sick industrial company;

Conclusions

As long as a Company has substantial interests within theterritory of India and furthermore, has a strong presencewithin the said territory, any proceedings under SICA, 1985are applicable once the sickness of the Company isestablished beyond doubt and any schemes that may be soframed for rehabilitation may be implemented so as torestore it to financial viability.

IN THE HIGH COURT OF DELHI

MANU/DE/2289/2013 12.07.2013

In Re: Value First Digital Media Private Limited

Appellants

Crux of the Judgment

Whether Prior approval of concerned authority is requiredfor sanctioning of Scheme under Section 391-394 of theCompanies Act, 1956

Brief Facts:

This petition has been filed under Sections 391 to 394 of theCompanies Act, 1956 ('Act') by the Petitioner seekingsanction of the Scheme of Arrangement ('Scheme') betweenValue First Digital Media Private Limited (hereinafterreferred to as 'Petitioner Transferee company') andGingersoft Media Private Limited (hereinafter referred toas 'Demerged company') and their respective shareholdersand creditors.

Petitioner sought for sanction of Scheme of Arrangementbetween Petitioner Transferee Company and DemergedCompany and their respective shareholders and creditors.Managing Director of Petitioner/Transferee company hadfiled an affidavit confirming that neither Petitionercompany nor its counsel had received any objectionpursuant to citations published in newspapers. Approvalaccorded by shareholders and creditors of Petitioner/Transferee company affidavit filed by Regional Director/RD to proposed Scheme, there appeared to be noimpediment to grant of sanction to Scheme Consequentlysanction was granted to Scheme under Sections 391 and 394of Act Petitioner Transferee company would comply withstatutory requirements in accordance with law - In terms ofSections 391 and 394 of Act, and in terms of Scheme wholeof undertaking, properties, assets rights and powers ofDemerged Business undertakings of Demerged companyshould be transferred to and vest in Petitioner-Transferee We appreciate the active participation by all the

participating members !!

The following members/students sentcorrect entry to the Crossword:

CS Anjan Kumar ACS 24267

CS Divya Sorayan ACS:29362

CS Amita Verma ACS 26904

CS Akanksha Srivastava ACS 33140

Mt. Divesh Goyal Student Regn. No. 220943386/08/2010

Mr. Divesh Chanana Student Regn. No. : 220908586/08/2010

ACROSS1) Marginal3) Financial7) Pendency8) Inadequate9) Dematerialized

ANSWERS TO THE CROSSWORD PUBLISHED IN OCTOBER 2013ISSUE OF NIRC-ICSI NEWSLETTER ARE AS UNDER:

DOWN1) Meeting2) Strikeoff4) Interest5) Lien6) Registration

CROSSWORD

company without any further act or deed - Similarly interms of Scheme all liabilities and duties of DemergedBusiness undertakings of Demerged company should betransferred to Petitioner-Transferee company without anyfurther act or deed.

Observation of the Court

In view of the approval accorded by the shareholders andcreditors of the Petitioner-

Transferee Company, affidavit filed by the RD to theproposed Scheme, there appears to be no impediment tothe grant of sanction to the Scheme. Consequently, sanctionis hereby granted to the Scheme under Sections 391 and394 of the Act. The Petitioner-Transferee company willcomply with the statutory requirements in accordance withlaw.

Conclusions:

As long as all requisite prior sanctions have been obtainedby the parties proceeding under Section 391-394 of theCompanies Act, 1956, the particular scheme sought to bepassed would face no impediment.

Compiled by:CS Monika Kohli, FCS - [email protected]

CS Avtaar Singh, FCS - [email protected]

Page 14: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 14 November, 2013

PROFESSIONAL DEVELOPMENT & TRAINING PROGRAMSNEWS FROM NIRCNIRC organised the following programs:For Members

News from NIRC

Day , Date, Time

Program Details Chief Guest/Speakers Present

6.10.2013

North Delhi Study Group Meeting on Practical implications of 98 sections notified (w.e.f 12th September, 2013) under the Companies Act, 2013

CS Vishal lochan Aggarwal & CS Harish Kumar

CS Avtaar Singh, CS Chetan Gupta, CS Nitesh Sinha and members

12.10.2013

Vaishali Study Group Meeting on Draft rules and forms under the new Companies Act, 2013

CS Shalini Agrawal CS Pranav Kumar and members

15.10.2013 Blood Donation Camp Organized by Rotary Blood Bank

CS Deepak Kukreja & Members

16.10.2013

Workshop on Companies Act, 2013

CS P.K. Mittal, Council Member, ICSI; CS N K Jain, Former Secretary & CEO, ICSI and CS G P Sahi, VP(Legal) & Company Secretary, CJ International Hotel Ltd.

CS Deepak Kukreja, CSAshu Gupta, CS AvtaarSingh and CS Vineet KChaudhary & Members

18.10.2013

Meeting of Company Secretaries in Practice on Directorships under the Companies Act, 2013

CS P.K. Mittal, Council Member, ICSI;

CS Avtaar Singh & Members

19-20.10.2013

Two Day PCS Induction Program

CS Ranjeet Pandey, CS P K Mittal, CS S Kumar, CS Ashok Tyagi and CS Monika Kohli

CS Deepak Kukreja, CSSanjay Grover, CS P.K.Mittal, CS Ashu Gupta,CS Avtaar Singh, CSVineet K Chaudhary &Members

19-20, 26- 27.10.2013

Certificate Course on Valuation Shri Rajiv Singh, Director & Co Founder, Explico Consulting Pvt. Ltd.; Mr. Chander Sawhney, Vice President,Corporate Professionals Capital Private Limited; Mr Subhransu Sekhar Mohapatra of Deloitte Touche Tohmatsu India Pvt.Ltd.; CS Manish Khanna; Mr. Joy Jain, Ex.Partner, PricewaterhouseCoopers

CS Deepak Kukreja, CSP K Mittal, CS SanjayGrover, CS AshuGupta, CS AvtaarSingh, CS RanjeetPandey, CS Vineet KChaudhary & Members

21.10.2013 Meeting of Company Secretaries in Practice on Rehabilitation under Companies Act, 2013

CS Hemant Paliwal, Practising Company Secretary

Mr. T R Mehta and members

25.10.2013 Campus Placement for 15 months Management Training

CS Deepak Kukreja, CS Shyam Agrawal, CS Ranjeet Pandey and students

25.10.2013 South Delhi Study Group Meeting on An Overview of the Draft Rules under Companies Act, 2013

CS Rajiv Bajaj, Past Chairman, NIRC

CS Navneet Arora, CS Awanish Dwivedi and members

Page 15: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 15 November, 2013

26.10.2013

One Day Seminar on New Company Law – Changes & Challenges

Chief Guest: CS Rikhab Chand Jain, (Chairman & Managing Director, TT Ltd.), Speakers: CS Ilam Kamboj (AVP Legal & Company Secretary, Hero MotoCorp Ltd.), CS G.P. Madaan (CEO, Corporate Knowledge Foundation), CS Atul Mittal(Council Member, ICSI), CS Rajeev Goel, CS Atul H Mehta(Council Member, ICSI) and CS Pramod Rai (Deputy Company Secretary, Nestle India Ltd.).

CS Deepak Kukreja, CSAshu Gupta, CS AvtaarSingh, CS Rajiv Bajaj,CS Vineet KChaudhary, Mr. T RMehta and members

26.10.2013 East Zone Study Group Meeting on "KMP & Directors under New Companies Act"

CS Ajay Garg CS Avtaar Singh, CSPrashant Balodia, CSRajesh Jha & Members

Students

8-18.10.2013 37th Executive Development Program(EDP)

Members of the Institute & other Professionals

Students of theInstitute

9-18.10.2013 87th Students Induction Program (SIP)

Members of the Institute & other Professionals

Students of theInstitute

14.10.2013 Inauguration of 181st MSOP Chief Guest: CS G P Agarwal

CS Deepak Kukreja, CSP K Mittal, CS AvtaarSingh, CS Ashu Gupta,Mr. T R Mehta, CSAlka Arora andparticipants

15.10.2013 Valedictory Session of 180th MSOP

Chief Guest: Shri Charanjot Singh Nanda, Council Member, ICAI

CS Deepak Kukreja, CSAvtaar Singh, CSVineet K Chaudhary,Mr. T R Mehta, CSAlka Arora andparticipants

21-31.10.2013 88th Students Induction Program (SIP)

Members of the Institute & other Professionals

CS Deepak Kukreja, CSAvtaar Singh &participants

31.10.2013 Valedictory Session of 181st MSOP

Chief Guest: CS A P Gupta, Vice President (Finance) & Company Secretary, Dharmpal Premchand Limited; Guest of Honour: CS Sushil Aggarwal,Vice President (Legal & Corporate Affairs), MVL Limited

CS Deepak Kukreja, CSAvtaar Singh, ,Mr. T RMehta, CS Alka Aroraand participants

1.11.2013 Professional Development Program

Speakers: CS Arun Gupta and CS Mohit Chaurasia

CS Deepak Kukreja, CSAvtaar Singh &participants

News from NIRC

Day , Date, Time

Program Details Chief Guest/Speakers Present

Page 16: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 16 November, 2013

CHAPTERS ACTIVITIES

News from Chapters

Name of Chapter

Date of Program/Meeting

Program/Meeting & topic Chief Guest/Speaker(s) Present

Bareilly 11.10.2013 Career Awareness Program at NER, Bareilly Official of the Chapter

17.10. 2013 Career Awareness Program at Radha Madhav Public School, Bareilly

Official of the Chapter

Chandigarh 31.8.2013 One day Seminar on The Companies Bill, 2012 Chief Guest: Vijayendra Kumar, IAS, Director General of Education, Haryana; Guest of Honour: Dr. Raj Singh, Registrar of Companies, Punjab, HP & Chandigarh Speakers: CS G P Madaan, CS Hitender Mehta & CS Saurabh Kalia

CS Punit K Abrol, CS Mukesh Sharma, CS Vishawjeet Gupta, CS G S Sarin, CS Meena Rohilla, CS K V Singhal, CS Manish Aggarwal, CS Parul Arora, CS K L Khanna and members

2.9.2013 Career Awareness Program in Law College, Swami Devi Dayal Group of Professional Institutions, Panchkula

CS Vishawjeet Gupta, Mrs. Nishi Gupta and official of the Chapter

7.9.2013 Career Awareness Program in Govt. College of Girls, Panchkula

CS Vishawjeet Gupta, Mrs. Nishi Gupta and official of the Chapter

23.9.2013 Half day Seminar on Chapter-wise Conceptual Changes under Companies Act, 2013; Speakers: CS Ranjeet Pandey and CS Rajiv Bajaj

CS Mukesh Sharma, CS Vishawjeet Gupta, CS K V Singhal, CS Manish Aggarwal, CS Parul Arora, CS K L Khanna and members

30.9.2013 Career Awareness Program in DAV College, Chandigarh

CS Vishawjeet Gupta, Mrs. Nishi Gupta and official of the Chapter

Faridabad 15-21.7.2013

15th Student Induction Programme (SIP) CS N.K. Goel, CS Vinit Sikka and CS Sunil Nagar and students

4.8.2013 8th Professional Development Programme (PDP) CS N.K. Goel, CS Arjun Malik and students

11-18.8.2013

16th Student Induction Programme (SIP) CS N.K. Goel, CS Vinit Sikka and CS Sunil Nagar and students

31.8.2013 32nd AGM and Study Circle Meeting CS N.K. Goel, CS Vinit Sikka, CS P.C. Jain, CS P.C.Jain and CS Pankaj Jain and members

Ghaziabad 11.10.2013 Program on “The Companies Act 2013” Chief Guest and Speaker: CS Pavan Kumar Vijay Past President, ICSI

CS Deepa Singhal, CS S K Aggrawal, other office bearers of chapter and members

Gurgaon 6.9.2013 Fourth Class Room Series on Companies Act 2013; Speaker :CS Atul Mittal, Central Council Member ICSI.

CS Parvesh Kheterpal

21.9.2013 Full Day Seminar on The Companies Act 2013; Chief Guest-CS Devdas Baliga, VP(Legal),Coca Cola India & Southwest Asia

CS NPS Chawla, CS Ranjeet Pandey, CS Vineet Chaudhary, CS Parvesh Kheterpal and members

21.9.2013 13th MSOP Valedictory Function

CS NPS Chawla, CS Vineet Chaudhary CS Parvesh K Kheterpal, CS K K Singh and participants

24.9.2013

12th All India Elocution Competition at Chapter Level

Students of the Institute

25.9.13 to 4.10.2013

6th EDP Students of the Chapter

27.9.13 Study Circle Meeting on Draft Rules on Companies Act 2013. Speaker : CS Vineet Malhotra

Office bearers of Chapter and members

Page 17: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 17 November, 2013

News from Chapters

Name of Chapter

Date of Program/Meeting

Program/Meeting & topic Chief Guest/Speaker(s) Present

Page 18: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 18 November, 2013

Corporate Membership & CSBF

LIGHTER SIDE OF THE PROFESSION"Is it correct that Paramjeet Singh has shown themaximum sincerity and dedication at the time of therecent slow down in the Company?""Yes.""That's great.What was the reason?""Because he was the most overpaid officer of ourCompany and his name was at the top among the Officerswhose services were to be dispensed with.****************"Is it correct that since long long time Paramjeet Singhwas the favourite of the Management?""Yes."'But how come all of a sudden his salary has been reducedsubstantially?""The new M.D. of the Company has introduced the salary,linked to the performance."

—CS PRAMJEET SINGH,[email protected]

Members may send their contribution for this column ate-mail [email protected] for publication in the NIRCNewsletter-Insight. Decision of the Editorial Board ofNewsletter in this regard will be final.

HALF YEARLY CORPORATE MEMBERSHIP OF NIRC-ICSI

(01.10.2013 to 31.03.2014)The Half yearly Corporate Membership Scheme ofNIRC of ICSI is open from 01st October, 2013 to 31stMarch 2014.

Members are invited to opt for Half Yearly CorporateMembership for Programs for the period from01.10.2013 to 31.03.2014 at the following fee structure.

Particulars Fee (Inclusive of Service Tax)

For Members Rs. 7,303/-For PCS Rs. 6,742/-For Non-Members Rs. 8,427/-For Senior Citizens Rs. 6,742/-

For details, please visitwww.icsi.edu/niro

CAREER AWARENESS PROGRAMSNIRC has organised 16 Career AwarenessPrograms during the month of October, 2013 invarious schools & colleges located in Delhi andsurrounding areas. CS Anil Aggarwal, CS J KBareja, Mr T R Mehta, Mr Laxman Dev & MrHimanshu Sharma addressed in these CareerAwareness Programs.

COMPANY SECRETARIESBENEVOLENT FUND

Members Enrolled as Life Members of TheCompany Secretaries Benevolent FundEnrolled from 21st September 2013 to 21stOctober, 2013

S.No. Name Membership Number

1 CS Raina Kapoor ACS - 31200

2 CS Sachin Agarwal ACS - 16114

3 CS Varsha Jalora ACS - 33719

4 CS Rajiv Mahajan FCS - 3604

5 CS Rajat Sethi ACS - 33812

Page 19: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 19 November, 2013

NIRC organized the following Investor Awareness Programs:

S.No.

Date

Program

Speaker(s)

1

26.9.2013

Investor Awareness Program on Equity Market and Future & Options at Dyal Singh College, Lodhi Road, New Delhi

CS J K Bareja, CS Anupam Jha & Mr. T R Mehta

2

27.9.2013

Investor Awareness Program on Understanding the Capital Market at Shri Ram College of Commerce, University of Delhi, Delhi

CS Anupam Jha & Ms Sarika Kataria

3

1.10.2013

Investor Awareness Program on Understanding the Capital Market at Shyam Lal College, University of Delhi, Delhi

CS J K Bareja & CS Sanjeev Sapra

4

4.10.2013

Investor Awareness Program on Capital Market & Mutual Funds at Zakir Husain Delhi College, University of Delhi, Delhi

CS J K Bareja & CS Suman Kumar

5

28.10.2013

Investor Awareness Program on Contemporary Developments in Indian Capital Market at Jagan Institute of Management Studies, Sector 5, Rohini, New Delhi

CS J K Bareja & Mr. T R Mehta

6

29.10.2013

Investor Awareness Program on Understanding the Capital Market for Safe Investment at Motilal Nehru College, University of Delhi, Delhi

CS J K Bareja

7

30.10.2013

Investor Awareness Program on Recent Developments in Capital Market at Rajdhani College, University of Delhi, Delhi

CS J K Bareja & Mr. T R Mehta

8

31.10.2013

Investor Awareness Program on Equity Market and Future & Options at Delhi Institute of Rural Development, Holumbi, Delhi

CS J K Bareja

Investor Awareness Programs

INVESTOR AWARENESS PROGRAMS

CONGRATULATIONS

CS Nesar Ahmad, Past President, The ICSI on his being nominated as a Member of theFaculty of Commerce & Business, University of Delhi, with immediate effect for a term of 3years under the provisions of Statute 9(3)(vii) of the Statutes of the University.

CS Atul Mittal, Council Member, ICSI & Director, Tax and Regulatory, Deloitte ToucheTohmatsu India Pvt. Ltd. on his appointment as Chairman of National Council onCorporate Fraud & Internal Audit of ASSOCHAM.

Page 20: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 20 November, 2013

2nd CERTIFICATE COURSE ON VALUATIONCoverage:• Meaning of Value, Objective & Scope of Valuation, Preliminary works relating to Valuation including principles

of valuation• Valuation Standards &Valuation Analysis• Valuation Approaches & Methods• Due Diligence & Discussion on Legal & Regulatory aspects related to valuation such as SEBI Regulations/RBI

Regulations, Income Tax Implications• Valuation of Intangible Properties• Valuation of Mergers & Acquisitions: Demergers/slum sale Acquisitions• Valuation of Liquidation and Corporate Insolvency: Internal & External Restructuring• Valuation of Real Estate/Real Assets• Valuation of Securities (Preferential Issue/Sweat Equity Shares)

• Presentation by participants & written examination

Eligibility Criteria:The Certificate Course is primarily designed for Members of the Institute; however the studentswho have passed the Professional/Final exam of ICSI are also eligible for participating in this Certificate Course.Certificate Course fee: The certificate course fee is Rs.15,000 inclusive of Service Tax. The fee would cover costof classroom training, reference material and evaluation.The duration of Certificate Course is divided into 120 hours comprisingSelf study 90 hours Classroom Training 30 hoursDate & time of Starting of Valuation Course:7th December (Sat.), 8th December (Sun.), 14th December (Sat.) and 15th December, 2013 (Sun.) from 10 AM to 6.00 PMVenue: ICSI-NIRC Building, 4, Prasad Nagar Institutional Area, New DelhiMaximum number of participants: 25 participants on receipt of fee on first-come-first served basis

Registration: Application for registration may be sent along with local Cheque/Demand Draft favouring 'NIRCof ICSI' payable at New Delhi to Deputy Director, NIRC of ICSI, ICSI-NIRC Building, Plot No. 4, Prasad NagarInstitutional Area, New Delhi-110005 Ph +91 11 49343000, E-mail:[email protected]

For more details, please visit www.icsi.edu/niro

Forthcoming Programs

MEETING OF COMPANY SECRETARIES IN PRACTICE

Topic : (will be informed through e-mail)

Date : 25th November, 2013 (Monday) Time : 6:00 P.M.Venue : ICSI-NIRC Building Auditorium, 4, Prasad Nagar Institutional Area, New Delhi

(Tea : 5:45 P.M.) (Being Monday, Parking will be easily available)

Page 21: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 21 November, 2013

SECOND TWO DAY PCS INDUCTION PROGRAMetaries.on

16-17 November, 2013 (Saturday & Sunday) (Registration starts at 9.30 AM)

Major Areas of Coverage: Basic infrastructure required to start practice; Record Maintenance;Interaction with clients and Billing; Code of Conduct; Certification of e-forms; Drafting of Deeds& Documents; Opinion writing; Appearance before authorities & Major areas of practice for CS

at ICSI-NIRC Building, 4, Prasad Nagar Institutional Area, New DelhiFee: Rs.845/- per delegate per program inclusive of Service Tax

Registration: Maximum seats 30. In order to make necessary arrangements, Members arerequested to enrol well in advance with Deputy Director, NIRC-ICSI, 4, Prasad NagarInstitutional Area, New Delhi. The cheque for delegate fee may please be drawn in favour ofNIRC of ICSI payable at New Delhi Tel.:+91-11-49343000, Fax: 25722662 E-mail: [email protected]

CHANDIGARH STATE CONFERENCEon the theme

“Companies Act, 2013—Opportunities & Challenges”on

Saturday, the 16th November, 2013(Registration starts at 9.30 AM)

at Hotel Shivalik View, Sector-17E, ChandigarhFee Structure (inclusive of Service Tax)

Corporate Members of Chandigarh Chapter- Rs.500/-; CS/CA/CMA- Rs. 1250/-; Students–Rs. 850/-;Non-members – Rs. 2000/-; Corporate Members of NIRC (Self only)- Free

(Registration fee include cost of Conference Material, Lunch, Tea, Cultural Program, Dinnerand a copy of the Companies Act, 2013)

Program Credit Hours: 04Registration : In order to make necessary arrangements, Members are requested to enrol well in advance with fee

with Deputy Director,NIRC-ICSI, 4, Prasad Nagar Institutional Area, New Delhi. The cheque for delegate fee may pleasebe drawn infavour of NIRC of ICSI payable at New Delhi. Tel.:+91-11-49343000, Fax: 25722662 E-mail: [email protected]

OR Chandigarh Chapter of NIRC-ICSI, GGDSD College Sector-32 C, Chandigarh.Phone : 0172-2661840 E-mail : [email protected]

Forthcoming Programs

Page 22: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this

NIRC-ICSI Newsletter 22 November, 2013

Forthcoming Programs

ONE DAY SEMINAR(Theme will be informed through e-mail)

on

Saturday, the 23rd November, 2013 (9.30 AM Sharp)at Hotel Radisson Blu, Sector 18, Noida

Fee: Rs.2250/- per delegate inclusive of service tax ;Free for Corporate Members of NIRC

In case Corporate Member (Self) unable to attend the seminar, He/She may depute some other officer/partner/employee from his/her organization/Firm. Students Trainees are not allowed to participate in the seminar on thebasis of authority letter.

Program Credit Hours: 04Registration: (Admission will be on first-come-first served basis) In order to make necessaryarrangements, Members are requested to enrol well in advance at e-mail [email protected]

on or before 20th November, 2013 or send confirmation at NIRC-ICSI, 4, Prasad NagarInstitutional 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

WORKSHOPon

COMPANIES ACT, 2013on Saturday, the 30th November, 2013 (From 1.00 PM to 6.00 PM)

at ICSI-NIRC Building, 4, Prasad Nagar Institutional Area, New Delhi Fee: Rs.250/- per delegate inclusive of service tax

Program Credit Hours: 04Registration: Maximum enrolment will be restricted to 75; Admission will be on first-come-first served basis. In order to make necessary arrangements, Members are requested to enrol withfee well in advance with DeputyDirector, 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]

Page 23: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this
Page 24: Chaudhary, Chairman of Professional Development andChaudhary, Chairman of Professional Development and Programs Coordination committee for his whole hearted support in organizing this