June, 2011 1 NIRC-ICSI Newsletter · June, 2011 3 NIRC-ICSI Newsletter ... training. NIRC is fully charged up to carry ... Le Meridien, New Delhi. The details of the same

June, 2011 1 NIRC-ICSI Newsletter



Dear Professional Colleagues,The United NationsEnvironment Programme(UNEP) has named India,for the first time, as theglobal host of WorldEnvironment Day 2011on June 5. This year’stheme ‘Forests: Natureat Your Service’

highlight the intrinsic link between quality of life,the health of forests and forest ecosystems, andthe sustainable use of forests. Long-term survivalof forests is crucial for sustainable developmentand a green economy.I am pleased to inform you that NIRC, with itspledge to support the cause of environment hastaken various Green Initiatives such as plantingof saplings, using plants as memento, switchingoff lights during lunch hours, restricting the useof air-conditioners, providing CDs as backgroundmaterials of the programs, keeping a box at thereception for collecting E-Waste and cutting downusage of paper by communicating and sendingdocuments / data through e-mails, etc.

The Ministry of Corporate Affairs (MCA) also inits continuous drive to support this cause ofenvironment and in a move, which probably wasoverdue, has taken various ‘Green Initiative inCorporate Governance’ and allowed thecompanies to use the electronic mode(s) for:

Voting by shareholders,Sending Annual Reports to its members,Participation by Shareholders in generalmeetings,Participation by Directors in meetings ofBoard / Committee of Directors andIssuance of Digital Certificates by the ROCofficials.

All these changes provide more opportunities andat the same time pose new challenges before ourmembers and require continuous learning andtraining. NIRC is fully charged up to carryforward the green initiative of the MCA and ithas been its continuous endeavor to organize

From the Chairman

various training programs on the latestdevelopments for the benefit of members.

The MCA has also mandated the filing of BalanceSheet and Profit and Loss Account in eXtensibleBusiness Reporting Language (XBRL) for certainclass of Companies from the current financialyear. The XBRL is totally a new concept, whichrequires lots of sensitization and training.Accordingly, on 21st May, 2011 a NationalSeminar on the topic “XBRL-An EmergingProfessional Opportunity” was organized atHotel Le Meridien, New Delhi. Mr. D K Mittal,Secretary, Ministry of Corporate Affairs was theChief Guest on the occasion. The seminar wasgrand success and attended by 436 members andstudents. In order to encourage the liveparticipation of Chapters in the programs, theseminar was webcasted all over India. ManyChapters participated in the seminar through weband queries raised by them were suitably repliedby the speakers. I wish to place on record mygratitude to Mr. D K Mittal for gracing theseminar by his presence. I am also thankful toMr. Sanjay Grover, Central Council Member andProgram Director and all others who weredirectly or indirectly contributed in the successof the seminar. For better understanding of theconcept XBRL, three study groups namely East,West & South zone have also conducted theirrespective meetings on the topics financialreporting on XBRL, Practical demonstration ofXBRL tool and Practical aspects of XBRL

I am pleased to inform that your RegionalCouncil jointly with Federation of Indian ExportOrganisations organized a half day Workshop onLimited Liability Partnership – a New BusinessModel on 3rd June, 2011. The Workshop was veryinteractive & the members of the Institute & theFIEO were immensely benefited from theworkshop.

Friends, as I have informed you in my previouscommunique that I have been nominated as amember of the Core Group constituted by theInstitute to review the infrastructure and


manpower requirements of the RegionalCouncils/Chapters. NIRC in meeting of itsChapters Development Committee deliberated atlength the future requirements of the Chaptersand Regional offices as to Infrastructure andManpower and had further sought suggestionsfrom all its chapters. NIRC after thoughtfulconsideration of existing Infrastructure andManpower requirements at Chapters andRegional offices and their future needs and basedon the feedback received from the stakeholders,submitted its various suggestions to the CoreGroup. The meeting of the Core Group wasconducted under the Chairmanship of Mr. VikasKhare, Central Council Member on 6th May, 2011.The core group will submit its report to the CentralCouncil and I am sure, once the recommendationof the Core Group is approved and implementedby the Council, it will prove as milestone fordevelopment of chapters. In this regard, I wishto place on record the valuable contribution madeby Mr. Dhananjay Shukla, Chairman, ChapterDevelopment Committee of NIRC, all my Councilcolleagues, members of Chapter DevelopmentCommittee, Mr. R. K. Jain, Chairman, BhilwaraChapter of NIRC and Mr. Kishan Maheshwari,Chairman, Ajmer Chapter.

Friends, the Ministry of Corporate Affairs,Government of India has assigned a prestigiousassignment to our Institute to conduct InvestorAwareness Programs and allotted 92 Districts ofIndia to the Institute to organise theseprogrammes during financial year 2011-12.NIRC is actively involved in conducting theseProgrammes. During the month of May, 2011,NIRC has organized three Investor AwarenessProgrammes on 21st May, 2011 at Hotel LeMeridien, on 27th May, 2011 at NIRC premisesand on 29th May, 2011 at Mukherjee Nagar where,Prof. Rajni Abbi, Hon’ble Mayor, Delhi was theChief Guest on the occasion. Around 350 investorsattended these programs. I wish to place on recordmy sincere thanks to the guests and the speakersof these programs. NIRC is organizing six moresuch programs in this series during the month ofJune, 2011.

Yours sincerely,

(CS RANJEET PANDEY)[email protected]

3rd June, 2011 Mobile : 9810558049

Friends, Let me remind you that NIRC isorganizing Northern Region PCS Conference atMussoorie on 17th & 18th June, 2011 on the topic“Calibrating Competence for ProfessionalExcellence”. NIRC is also organizing one dayseminar on the topic “Private Equity: Catalystto Economic Growth” on 25th June, 2011 at HotelLe Meridien, New Delhi. The details of the sameare published elsewhere in the Newsletter for yourreference. I cordially invite & appeal all of you toattend the conference and seminar in largenumber and make them a grand success.

I look forward to receiving your suggestions forthe further development of the activities of NIRC.

With warm regards,

From the Chairman

ANNUAL REPORT OF NIRC - ICSI

FOR THE YEAR 2010-11

We all are aware, that the Ministry ofCorporate Affairs has taken a “GreenInitiative in the Corporate Governance” byallowing paper less compliances for thecompanies and enabling them to sendAnnual Report in electronic mode. NIRCwith its pledge to support the Green initiativeof Ministry of Corporate Affairs, proposeto send soft copy of Annual Report &Accounts of NIRC-ICSI for the financial year2010-11 by e-mail only in place of sendinghard copy through post. Members arerequested to forward their e-mail address tothe NIRC Office at [email protected]


Compliance Checklist

COMPLIANCE CHECKLIST FROM 10TH JUNE TO 10TH JULY, 2011

Sr. Activities Sections/Rules/ Acts/Regulations, Compliance To whom to No. Clauses, etc. etc. Due Date be submitted

1. Pay Advance Tax Section 211 Income Tax Act, 1961 15th June Income-Tax Authorities 2. Quarterly / Annual Return of salaries Section 206 Income Tax Act, 1961 15th June Income-Tax Authorities

in Form 24Q

3. Return of TDS for the quarter Section 192, 193, Income Tax Act, 1961 15th June Income-Tax AuthoritiesJan-March 194A, 194C to 194J

4. Filing return of fixed deposit Rule 10 Companies (Acceptance 15th June Register of Companiesof Deposits) Rules, 1975

5. Issue TDS Certificate in Form 16A to Section 203 Income-Tax Act,1961 30th June Income-Tax Authoritiesvendors (with respect to TDS deductedin the previous quarter

6. Pay Service Tax collected during the Section 68 read with The Finance Act, 1994 5th July Service Tax Authoritiesprevious month) rule 6 Service Tax Rules, 1994

7. Deposit TDS from salaries for the previous Section 192 Income Tax Act, 1961 7th July Income-Tax Authoritiesmonth in Challan No. 281

8. Deposit TDS contractor's bill/Rent Section 194C to Income Tax Act, 1961 7th July Income-Tax Authoritiesadvertising/professional service bill Section 194Jdeducted in the previous month

9. Submit monthly statement on substitution Regulation 54(5) SEBI (Depositories) 7th July Stock Exchangesof names of depositories in the previous and Participants)quarter Regulations, 1996

10. Submit quarterly certificate on demat/remat Regulation 54 (5) SEBI (Depositories) 7th July NSDL/CDSLof shares during the previous quarter. and Participants

Regulations, 1996

Note : Members are requested to check the latest position with the original sources. NIRC of ICSI is, any way not responsible for the resultof any action taken on the basis of the above compliances published in the Newsletter.

ATTENTION!!NIRC-ICSI NEWSLETTER

It has been decided by the Regional Cuncil to discontinue sending of hard copy ofmonthly NIRC-ICSI Newletter to members w.e.f. August, 2011 issue of Newsletter.However, soft copy of the NIRC-ICSI Newsletter will be sent through E-mail to allmembers of Northern Region. Members are, therefore, requested to intimate the followingdetails to NIRC-ICSI at [email protected]

Name : ACS/FCS No.: Mobile No. : E-mail Address:

Hard copy of the Newsletter will be sent to those members whose e-mail addresses arenot available with NIRC or on request of any member


News from NIRC

PROFESSIONAL DEVELOPMENT & TRAINING PROGRAMS

NIRC organised the following programs:Members

Date Program Chief Guest/Speakers Present

14.05.2011 West Zone Study Group Meetingon Financial Reporting on XBRL

Mr. Pradeep Debnath, Mr.Vikas Gera & other Members

Mr. Vinod Kasyap, FCA &Ms Priyanka Deswal, ACS

20.05.2011 Study Circle Meeting on PracticalAspects of Contractual Law

Mr. NPS Chawla, Mr. RajivBajaj, Ms. Divya Suman andother members

Ms. Kavita Jha, Advocate

21.05.2011 National Seminar on XBRL – AnEmerging Professional Opportunity

Mr. Nesar Ahmad,Mr. Sanjay Grover, Mr. P.K.Mittal, Mr. N.K. Jain,Mr. Ranjeet Pandey,Mr. Deepak Kukreja,Mr. Dhananjay Shukla,Mr. Manish Gupta, Mr. RajivBajaj, Mr. Vineet K. Chaudharyand other members

Chief Guest: Mr. D.K. Mittal(Secretary to Government ofIndia, Ministry of CorporateAffairs) Speakers: Mr. Aman Puri(Head- IT Solutions Engg. Group,PMG, Fujitsu Consulting India)and Mr. S. Swaminathan(Founder & CEO, IRIS BusinessServices Ltd.)

21.05.2011 Investor Awareness Program onCapital Markets and Derivatives

Mr. Nesar Ahmad, Mr. N.K. Jain,Mr. Ranjeet Pandey, Mr. RajivBajaj, Mr. Manish Gupta andother members

Mr. Jagannadham Thunuguntla(Head – Investment Banking, SMCCapitals Ltd.) and Mr. B.K. Sabharwal(Executive Director, Jaypee CapitalServices Ltd.)

22.05.2011 North Zone Study Group Meetingon Analysis of Recent Circulars/Notifications issued by MCA

Mr. Chetan Gupta, Mr. NiteshSinha & other members

Mr. Ranjeet Pandey, Chairman,NIRC-ICSI

27.05.2011 South Zone Study Group Meetingon Practical demonstration of XBRLTools

Mr. Sanjay Arora, Mr.Navneet Arora, Mr. DineshVashistha and othermembers

28.05.2011 East Zone Study Group Meeting onPractical Aspects of XBRL

Ms. Mandavi Sharma, Mr.Ashish Gupta and othermembers

Mr. Vinod Kasyap, FCA

27.05.2011 Investor Awareness Program onRole of Regulatory Agencies in StockMarket & Mutual Funds in India

Mr. B.K. Sharma, Immediate PastChairman, NIRC-ICSI & Mr. J.K.Bareja, FCS (Associate Professor,University of Delhi)

29.05.2011 Investor Awareness Program onRights of Investors & InvestorProtection

Chief Guest : Prof . Rajni Abbi,Hon'ble Mayor, Delhi. Speakers : Mr.G. P. Madaan, Past Chairman, NIRC -ICSI, Mr. Mr. J.K. Bareja, FCS(Associate Professor, University ofDelhi), Mr. HS Sokhi (BSE)

30.05.2011 Meeting of Company Secretaries inPractice on Trade Marks

Mr. Ranjeet Pandey, Mr.Deepak Kukreja, Mr. T.R.Mehta & others

Ms. Ranjeet Pandey, Mr. T.R.Mehta & others

Ms. Ranjeet Pandey, Mr.Manish Gupta & othermembers.

Mr. Sharad Rajwanshi,Company Secretary in Practice

Mr. Nitin Kumar & Mr. BarunChakravorty, Senior IT Consultant,Fujitsu Consulting India.


News from NIRC

NIRC solicits your kind patronage in the form of advertisement for its Monthly Newsletteras per the tariff given below :

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

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

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

Inside page (Black & White) 6,000 33,000 60,000

Inside Half page (Black & White) 4,000 22,000 40,000

Inside Quarter page (Black & White) 2,500 13,000 25,000

ADVERTISEMENT FOR“NIRC-ICSI NEWSLETTER”

Date Program Chief Guest/Speakers Present

Students

2-9. 5.2011 18th Student Induction Program(SIP)

Students of the InstituteMembers of the Institute andother professionals

11-19. 5.2011 19th Student Induction Program(SIP)

Students of the InstituteMembers of the Institute andother professionals

20. 5.2011 Valedictory Function of 152nd

MSOPMr. Ranjeet Pandey, Mr.Deepak Kukreja, Mr. Vineet KChaudhary, Mr. ManishGupta, Mr. S. Kumar and Mr.T.R. Mehta and Ms. AlkaArora and MSOP participants

Mr. P.K. Aggrawal, Vice-President (Finance & Accounts),ITDC

23-27.5.2011 77th Training Orientation Program Mr. Ranjeet Pandey, Mr. T.R.Mehta & Students of theInstitute

Members of the Institute andother professionals

30.5.2011 to3.6.2011

78th Training Orientation Program Ms. Alka Arora & Students ofthe Institute

Members of the Institute andother professionals


Career Awareness Programs

LIGHTER SIDE OF THE PROFESSION

-- PARAMJEET SINGH, FCS

CAREER AWARENESS PROGRAMSNIRC organised Career Awareness programs as per details given below :Date School/College Students Attended6th May, 2011 Delhi Public School, Vasant Kunj, New Delhi 80

10th May, 2011 Saraswati Vidhyala, Daryaganj, Delhi 55

11th May, 2011 Career Fair at Mount Abu Public School, Rohini Sector 5, Delhi 200

12th May, 2011 St. Stephens School, PU Block, Pitampura, Delhi 50

12th May, 2011 Kalka Public School, Alaknanada, New Delhi 120

13th May, 2011 Columbia Foundation Sr. Sec. School, D Block, Vikaspuri, New Delhi 65

13th May, 2011 Tagore School, Mayapuri, New Delhi 50

13th to 15th May, 2011 Career Fair “Times Education Boutique” at Pragati Maidan, New Delhi 600

16th May, 2011 CCA Public School, Sector 4, Gurgaon 350

16th May, 2011 Jivan Jyoti Sr. Sec. School, Sector 4, Gurgaon 200

28- 29 May, 2011 Career Fair at “9th Infra Educa 2011” at Pragati Maidan, New Delhi 500

CS Ranjeet Pandey, CS J.K. Bareja, CS Pradeep Debnath, Mr. T.R. Mehta, Executive Officer, NIRC, Ms. ArtiShailendar, Asstt. Director, ICSI & Mr. Himanshu of NIRC addressed the students.In the above Institutions, the students were apprised about the mode of registration in the course, syllabus, structureof the course and also the avenues available after completion of the Company Secretaryship Course both in employmentand in practice. Pamphlets of Career in Company Secretaryship Course were distributed to the students.

“Have you signed the Proposed Agreement with the Service Provider for High Speed Internet?”“Yes.”“What is the effect?”“Now, I am getting the Spam 50 times faster.” ****“Mr. Fund Manager in which Company you advise us to invest our Surplus Funds?”“Sir future of Paramjeet Enterprises Ltd. is very bright and shall be very Rewarding.”“Are they into Manufacturing Sector or Services Sector?”“Sir, they are into PR Business and their PR Manager is very Beautiful, Awesome and even moreDynamic than Nira Radia.”


NEWS FROM CHAPTERS

Name of Date of Program/Meeting Chief Guest/Speaker(s) / PresentChapter Program/Meeting & topicAgra 9.4.2011 Study Circle Meeting CS Gagan Burman

on Amendments in DINRules

30.4.2011 Study Circle Meeting on CS Anju JainRecent Amendments inSchedule VI to theCompanies Act, 1956

21.5.2011 Webcast of National Program Conducted by NIRCSeminar on XBRL - AnEmerging ProfessionalOpportunity

Allahabad 30.04.2010 Study Circle Meeting on Dr. Subroto RoyRecent changes made byMCA

Bareilly 8.5.2011 Seminar on MCA 21 & CS Bharat Kumar SajnaniListing AgreementCompliances

Chandigarh 20.4.2011 Study Circle Meeting on CS P.D. Sharma and CS Ajay AroraLatest Amendments underCompanies Act

30.4.2011 Webcast program on Chief Guest: Dr. Raj Singh, ROC, Punjab, HP &Capital Market – ChandigarhChallenges &Opportunities

1.5.2011 Valedictory Session of Office Berears of chapter. 4 th SIP


Faridabad 30.4.2011 Webcast of Seminar on Program conducted by NIRCCapital Market –Challenges &Opportunities


30.5.2011 Inauguration of 1st Mr. Rajive Chawla ( Chairman, Ja i Raj G roup),MSOP Mr.Rajiv Mehta (Gen. Secretary, NIAM

Foundation), Mr. Ranjeet Pandey, Mr. DeepakKukreja, Mr. Ajay Garg & Mr. T.R. Mehta

News from Chapters


Name of Date of Program/Meeting Chief Guest/Speaker(s)Chapter Program/Meeting & topic

Jaipur 15-23.04.2011 1st EDP Students of the Institute

30.4.2011 Webcast of Seminar on Program conducted by NIRCCapital Market –

Challenges &Opportunities

04-12.05.2011 2nd EDP Students of the Institute

05- 14.05.2011 3rd EDP Students of the Institute

7-8.5.2011 Times Career Fair -

7.5.2011 Interview on All India Radio -

18- 26.5.11 4th EDP Students of the Institute

28.5.2011 - 05.06.2011 Rajasthan Patrika CareerFair

Jodhpur 21.5.2011 Webcast of National Program conducted by NIRCSeminar on XBRL - AnEmerging ProfessionalOpportunity

Meerut 7.5.2011 Half Day Seminar on Chief Guest: Mr. N.K. Taneja, Vice Chancellor ofIntellectual Property Chaudhry Charan Singh University Speaker:Rights jointly with CS S. Ramaswami, AVP -Head Legal andInstitute of Business Company Secretary, JCB India LimitedStudies (CCS University)

Noida 30.4.2011 Webcast of Seminar on Program conducted by NIRCCapital Market –Challenges &Opportunities


2-9.5.2011 Student Induction CS Ranjeet Pandey, CS AK Gurnani,Program for Student CS Ashutosh Kumar Pandey & CS Ravi Bhushan Kumar

The other few chapters of NIRC also participated in Webcast of Seminar on Capital Market – Challenges & Opportunities & XBRL - An Emerging Professional Opportunity organizedby NIRC on 30.4.2011 & 21.5.2011 respectively.

The programs/ meetings were attended by office bearers and Managing Committee membersof the chapters apart from other members & students.

News from Chapters


POSERS (WITH BRIEF ANSWERS) ON THE LAW OF CONTRACT-A PRACTICAL OVERVIEW

Posers

Q. What is the meaning of an Agreement and aContract? What is the difference betweenAgreement and Contract?Every promise and every set of promises, forming theconsideration for each other, is an agreement. Anagreement enforceable by law is a contract.An agreement simpliciter is an arrangement betweenthe parties which may or may not contain the necessaryelements to be enforceable before a court of law,whereas a Contract is enforceable by law. Allagreements are contracts if they are made by the freeconsent of parties competent to contract, for a lawfulconsideration and with a lawful object, and are not herebyexpressly declared to be void.Q. When can the consent be said to be free?Consent is said to be free when it is not caused bycoercion or undue influence or fraud ormisrepresentation or mistake.Q. Whether the consent caused by coercion orundue influence or fraud or misrepresentation ormistake makes the agreement void or voidable?Agreement caused by coercion, fraud, misrepresentationor undue influence are voidable at the option of partywhose consent was so caused.Where both parties to agreement are under mistake offact, agreement is void. Contract caused by mistake oflaw in force in India is not voidable. Mistake of law notin force in India has same effect as mistake of fact.Q. Who are the parties competent to contract?Every person is competent to contract who has attainedthe age of majority according to the law to which he issubject, and who is of sound mind and is not disqualifiedfrom contracting by any law to which he is subject.Q. What type of agreements are Void agreements?

(i) If any part of a single consideration for one ormore objects, or any one or any part of any oneof several consideration of a single object, isunlawful, the agreement is void.

(ii) An agreement made without consideration is

void, unless -(1) It is expressed in writing and registered under

the law for the time being in force for theregistration of documents, and is made onaccount of natural love and affection betweenparties standing in a near relation to each other;or unless.

(2) It is a promise to compensate, wholly or in part,a person who has already voluntarily donesomething for the promisor, or something whichthe promisor was legally compellable to do; orunless.

(3) It is a promise, made in writing and signed bythe person to be charged therewith or by his agentgenerally or specially authorised in that behalf,to pay wholly or in part debt of which the creditormight have enforced payment but for the lawfor the limitation of suits. In any of these cases,such an agreement is a contract.

(iii) Every agreement in restraint of the marriage ofany person, other than a minor, is void.

(iv) Every agreement by which anyone is restrainedfrom exercising a lawful profession, trade orbusiness of any kind, is to that extent void.

(v) Agreements, the meaning of which is not certain,or capable of being made certain, are void.

Q. How can a voidable contract be rescinded?Voidable contract can be rescinded either bycommunication of rescission under Section 66 or by filingsuit for setting aside the contract.Q. Whether Memorandum of Understanding/Letter of Intent are binding in nature?An MOU/letter of intent merely indicates party’s intentionto enter into a contract and is generally non-binding innature. However, depending upon the wordings andnature of MOU/Letter of Intent, it can have the bindingeffect as that of a contract.Q. What is boiler plate clause in an Agreement?Boilerplate clauses are typical clauses that are contained

Prepared by: Ms. Kavita Jha, Advocate & Ms. Divya Suman, Advocate


Posers

in the latter part of a contractual agreement. Not allboilerplate clauses are appropriate for all types ofagreements and it is important that the person who draftsthe contract has a good understanding of the clause’susage. The most commonly used boilerplate clauses arediscussed below, along with an explanation of theirpurpose.

(i) AmendmentAn amendment clause provides the means bywhich the parties are entitled to make changesto the contract.

(ii) AssignmentThis is a term used to refer to the rights andobligations of a party to a contract and the abilityor not of that party to pass on those rights andobligations to a third party. Often contracts havea ‘no-assignment’ clause, which prevents eitherparty ‘sub-contracting’ their duties under thecontract.

(iii) ArbitrationThe purpose of arbitration is to provide analternative to litigation. It is generally quicker,cheaper and is less formal than going to thecourt. Arbitration can be particularly useful inresolving disputes that are of a highly sensitiveor confidential nature. Generally, a contract willhave an arbitration clause so that a dispute willbe resolved by an impartial tribunal without eitherparty having to resort to costly and lengthylitigation.

(iv) Entire AgreementThis is a very useful clause that has the effectof limiting all the parties’ rights and obligationsto only the provisions contained within thecontract and any attached schedules. This meansthat neither party can claim to have acted basedon any statement, discussion or document notexpressly contained in the contract.

(v) Force MajeureForce Majeure is a clause which prevents theparties to a contract from being liable in theevent that circumstances outside their controlstop them from being able to undertake theirobligations under the contract. The theory behindthis lies in the legal doctrine of ‘frustration’ –

that parties should not be penalised for the actionsor fault of another and which they could not havereasonably foreseen.

(vi) InterpretationThis clause provides certain meanings forelements of the contract, e.g. if a statute isreferred to in the contract and it is later amendedthe contract shall be deemed to be referring tothe amended legislation.

(vii) Governing/Applicable Law and JurisdictionThis determines the law of the country (or state)that governs the contract and the court of thecountry (or state) which shall have jurisdictionto adjudicate on the legal dispute in the event oflitigation.

(viii) NoticesThis provides the parties to a contract with anagreed method of communication upon theoccurrence of specific events. It is a veryimportant clause as it sets out the way in whichparties should communicate, and the timescales,thereby avoiding dispute later on. If parties arein different countries, this is likely to be byelectronic means.

(ix) Set OffThis is generally a clause that gives right orprevents one party from deducting money owedfrom money payable to the other party.

(x) Severance And InvalidityIf a clause to a contract is found to be invalid,illegal or otherwise unenforceable, this clauseallows the parties to remove the clause/wordsand continue performing under the contract.However there are limits–if removal of the illegalor invalid clause makes the contract unworkable,the contract will be void.

(xi) TerminationThis sets out the ways in which the contractualrelationship can come to an end. This may be atthe end of a fixed term, if the contract is breachedby either party, by granting the other party noticeof termination (e.g. 30 days notice and in writing)if one party becomes insolvent, bankrupt or isliquidated, or a dispute arises between the parties.


Study Circle Meeting

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cordially invites members at

Study Circle Meetingon

Analysis of Recent Circulars and Notificationsissued by Ministry of Corporate Affairs

onFriday, the 24th June, 2011 at 6.00 PM

at

New Delhi YMCA Conference Hall, 1, Jai Singh Road, New Delhi

CREDIT H

OUR : 1


Company Secretaries Benevolent Fund

In recent past, some of our members have died leaving behind thespouse and minor children. In some cases providing adequatefinancial assistance to the bereaved family becomes animpediment. Although the Managing Committee of the CSBFwanted to help the bereaved family members, but it wasconstrained to do so in view of financial position of the Fund. Atpresent around 7900 members are the members of the CSBF. Thefund can provide the much needed financial assistance in suchcases if the corpus of the Fund increases substantially which ispossible if more number of members are enrolled to the fund. The members in all earnestness are therefore sincerely requestedto become the members of the CSBF by paying one time Lifemembership fee of Rs. 5,000/-.The payments made to the Fund are exempted under Section 80Gof the Income Tax Act, 1961.Following benefits are presently provided by the CSBF

1. Financial assistance in the event of death of a memberof CSBF

Upto the age of 60 yearsGroup Life Insurance Policy for a sum of Rs. 2,00,000;and

Upto Rs. 1,00,000 in deserving cases on receipt of requestsubject to the Guidelines approved by the ManagingCommittee from time to time.

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

request subject to the Guidelines approved by theManaging Committee from time to time.

2. Other benefits (in deserving cases on receipt ofrequest subject to the Guidelines approved by theManaging Committee from time to time).

Reimbursement of Medical Expenses Upto Rs. 40,000

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

in case of the member leaving behind minor children.

AN APPEALFOR BECOMING MEMBER OF COMPANY

SECRETARIES BENEVOLENT FUND

SHREE RAJASTHAN SYNTEX LIMITED

SRSL House, Pulla Bhuwana Road, NH-8,PB NO.209,UDAIPUR- 313 004 (Raj.)

Phone : 0294-2440631

REQUIRED COMPANY SECRETARY

We are a large Textile Company based at Udaipur,Rajasthan. We are a Public Limited Company andListed on the Mumbai Stock Exchange.We are looking for a Senior CS with minimum10 years experience in Company Law andrelated matters. The Posting would be at ourCorporate Office at Udaipur in Rajasthan.Interested Candidates may apply with Resumeand current / expected Gross Emoluments(CTC) to Executive Director [email protected] or Fax at 0294 – 2440946


Compulsory Attendance of PDP

Compulsory Attendance of Professional DevelopmentProgrammes by the Members

The Council of the Institute at its 200th Meeting held on March 18, 2011 at New Delhi amended the Guidelines forCompulsory Attendance of Professional Development Programmes by the Members to provide as under:- 1. Next block of three years 2. Min. number of Programme Credit Hours

(PCH) to be acquired by Members in Practice 3. Min. number of PCH to be acquired by

members in Employment (i.e. members in whosename Form 32 has been filed to work asCompany Secretary under the provisions ofSec. 383A of the Companies Act, 1956)

4. Min. number of PCH to be acquired byMembers above the age of 60 years

5. Members failing to obtain the mandatoryPCH upto March 31, 2011

6. Members who have not obtained any PCHduring the block ending on March 31, 2011

7. Carry forward of the excess PCH if the memberhas already completed the mandatory PCHupto December 31, 2010 and continued toattend Professional Development Programmesduring January – March, 2011

ATTENTION MEMBERS

15 PCH in each year or 50 PCH in a block of threeyears w.e.f April 01, 2011

10 PCH in each year or 35 PCH in a block of threeyears w.e.f April 01, 2011

Presently the members of the age of 65 years are notrequired to obtain PCH. This age limit stands reducedto 60 years and the members above the age of 60years shall be required to obtain 50% of the PCHrequired to be obtained by the members below 60years w.e.f April 01, 2011.Provided with a shortfall upto 10 PCH and requiredto compensate by obtaining atleast 5 additional PCHon pro rata basis in the first year of the next block ofthree years commencing from April 01, 2011.Members seeking renewal of CoP to provide anexplanation for non compliance with the Guidelines –to be decided on case to case basis.

April 01, 2011 to March 31, 2014

The Guidelines for Compulsory Attendance ofProfessional Development Programmes by theMembers do not provide for carry forward of PCHfrom one block of three years to the other. If anymember had obtained the mandatory PCH uptoDecember 31, 2010 and continued to attendProfessional Development Programmes during January– March, 2011, then in such case the PCH obtainedby such member during January – March, 2011 wouldbe treated as having been obtained in the first year ofthe next block commencing from April 01, 2011.


RESEARCH AND PUBLICATION COMMITTEE OF NIRC- ICSIPROUDLY ANNOUNCES

"RESEARCH PAPER COMPETITION"For the members of ICSI-NIRC

OBJECTIVE:The competition is aimed at sharing the skills of the Members of ICSI-NIRC:

Enticing Members to excel and update their knowledge; andTo bring together the views and experiences of different people on similar issue.

PROCESS:2 Tier competition is envisaged.The word limit varies accordingly.Research papers will be judged by a panel of jury members for each group.

SUBMISSION OF PAPERS:The last date for the submission of Research Paper - 31st July, 2011The Research papers shall be submitted (via e-mail: [email protected] and also through signed hard copy addressed to The Convenor, Researchand Publication Committee, NIRC of ICSI, ICSI-NIRC Building, Plot No.4, Prasad Nagar Institutional Area, Near Rajendra Place, NewDelhi - 110005).The hard copy shall be supported by two passport size photograph, membership number, e-mail ID and declaration regarding originality.Prescribed word limit shall be adhered to; only eligible entries shall be scrutinized.The decision of the Jury shall be final & binding on all the participants.

ELIGIBILITY CRITERIA:Members of NIRC- ICSI as on cut-off date.Elected Council Members; Regional Council Members; Staff Members of NIRC - ICSI and Members of Research & Publication Committeeare not eligible to participate.

SUGGESTED TOPICS:

RECOGNITION & AWARDS:The best article on each topic is proposed to be included in CD to be released by RPC. Three best entries in each group shall be awarded with aCitation, Trophy and Cash Prize.

Ist Prize IInd Prize IIIrd PrizeGROUP I Rs. 3,100/- Rs. 2,100/- Rs. 1,100/-GROUP II Rs. 5,100/- Rs. 3,100/- Rs. 2,100/-

END USE :Research and Publication Committee reserves the right to publish the Articles / Excerpts either in print or in electronic media.

GROUP I

0-5 years900 - 1100 words (Procedural)

Incorporation of Companies in other countries.De-meger through slump saleFDI Policy of India - practice and procedure.Remuneration of Independent DirectorsECB policy - practice and procedure.Professional liability : while dealing with fraudSetting of a non-profit organizationTaxation on LLP

GROUP II

more than 5 years1400 - 1600 words (Technical)

Delegation of regulatory powers to professional practitionersWorking Profile of Company Secretaries in smaller towns.Globalization of CS Profession - Scope and Hope

Whistle blowing and professional responsibilitiesManaging a Global depository receipt of a Indian CompanyLiability of Indian company under listing agreement in USALegal compliances at Commodity ExchangesProvision of Income tax - Limiting Indian Businesses’ social responsibilityinitiatives

Research Paper Competition

Company Secretaries with experience of


CONGRATULATIONSMr. Hitender Mehta, FCS (Past Chairman, NIRC-ICSI) on his nomination on the following committeesrecently constituted by the Government of India, Ministry of Corporate Affairs (MCA) vide Order(s) dated9th May 2011 –(i) Committee of Group of Experts to examine the simplification of LLP Act, Rules and approach/ methodology

for promoting Limited Liability Partnerships and matters related thereto; and(ii) Committee to identify the tax issues arising out of convergence between the Companies Act, 1956, IFRS,

DTC and GST and matters related thereto.

cordially invites members atSouth Zone Study Group Meeting

(Topic will be informed through E-mail)on

Thursday, the 30th June, 2011 at 6.00 PMat

Association of Municipalities & Development Authorities (AMDA) Conference Hall,7/6, Sirifort Institutional Area , August Kranti Marg, New Delhi -110049

ATTENTIONMEMBERS / STUDENTS

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

To get updated information, Members & Students are requested to visit ourfollowing website regularly.

www.icsi.edu/niro

CREDIT H

OUR : 1

South Zone Study Group Meeting


CORPORATE MEMBERSHIP FOR PROFESSIONAL PROGRAMSThe concept of Corporate Membership for Professional Development Programs, as started by NIRC, is well appreciated andacknowledged by the members and corporates as it is convenient to make payment/take approval at onetime to attenddifferent Professional Development Programs during the year.The Corporate Membership is open for the financial year 2011-2012. Members are invited to opt for Corporate Membershipfor Professional Development Programs for the financial year 2011-2012 (April 2011 to March 2012) at the following feestructure.

S. No. Particulars Fees1. For Members of ICSI (If paid by individual) Rs. 8,000/-2. For PCS Rs. 7,500/-3. For Members / Non-Members (If sponsored by corporate) Rs. 9,000/-4. For Senior Citizens Rs. 7,000/-

The terms & conditions/benefits of the scheme shall be as under:a) To attend all the paid professional development programs (except Workshops and Residential programs) organized by

NIRC free of charge throughout the year.b) Free Membership of all study groups.c) Free monthly e-NIRC-ICSI Newsletter for the Member organization.d) The member may depute some other officer only from his/her organization with authorization on letter head of the

company and certifying that the nominated person is from his/her organization.e) The individual member/PCS may depute any member /student of ICSI authorizing in writing to attend the program.f) Credit hours will be given to only those corporate members who joins the programs upto 11.00 a.m.

Corporate Membership

FOLLOWING PROGRAMS WERE ORGANISED BY NIRC FOR CORPORATEMEMBERS FREE OF CHARGE/CONCESSIONAL FEE DURING 2010-11

Date Name of the Program Venue

17.04.2010 Seminar on Infrastructure Development: Legal, Regulatory & Financing Issues and New DelhiTalk on XBRL – Re-Engineering Corporate Reporting

22.5.2010 Seminar on Recent Developments in Capital Market New Delhi26.6.2010 Seminar on “Indirect Taxes : Transactional Experience & Professional Avenues” & New Delhi

Discussion on Company Law Settlement Scheme, 2010 & Easy Exit Scheme, 201017.7.2010 UP State Conference on Emerging Trends in Corporate & Securities Laws Agra31.7.2010 Seminar on Be the Change You Want to See New Delhi21-22.8.2010 Two day Regional Conference on Contemporary Corporate Challenges: Creating Gurgaon

Opportunities Through Professional Value Addition18.9.2010 NCR Conference on Profession of CS - Vision 2020 Noida23.10.2010 Seminar on “International Financial Reporting Standards (IFRS) & XBRL” New Delhi27.11.2010 NIRC-ICSI & SAFIM Joint National Seminar on Corporate Governance By Inner New Delhi

Consciousness18.12.2010 Program on Voluntary Corporate Social Responsibility Norms: Imperative for New Delhi

Sustainable Business30.12.2010 New Year Eve Celebration for Members & their Families New Delhi15.1.2011 Seminar on Fraud Risk & Governance: Professionals’ Responsibility & Liability New Delhi26.2.2011 Seminar on Corporate Restructuring & Insolvency New Delhi

26.3.2011 Seminar on Corporate Compliance Management & Due Diligence New Delhi


FORM OF CORPORATE MEMBERSHIPFOR PROFESSIONAL DEVELOPMENT PROGRAMS

FINANCIAL YEAR 2011-12

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

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

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

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

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

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

E-mail .................................................................(5) Residential Address of Nominee : ................................................................................

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

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

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

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

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

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

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

: ................................................................................

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

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

Corporate Membership


INVESTOR AWARENESS PROGRAMS

Sponsored by : Investor Education & Protection Fund

Ministry of Corporate Affairs, Government of India

S.No. Date & Time Program Venue1. 11.6.2011(Sat.) Investor Awareness Program on Mother Teresa Public

5.30 PM to 8.30 PM Investor Protection and Corporate School, C Block, PreetGovernance Vihar, Delhi

2. 14.6.2011(Tue.) Investor Awareness Program on Shyam Lal College5.30 PM to 8.00 PM Understanding the Capital Market (Evening), Shahdara,

Delhi

3. 18.6.2011(Sat.) Investor Awareness Program on West Delhi (Janak Puri)5.30 PM to 8.30 PM How to Read Annual Report of

the Company

4. 19.6.2011(Sun.) Investor Awareness Program on Community Hall,5.30 PM to 8.30 PM Capital Market – Investing in IPOs Vasudha Cooperative

Group Housing Society,Sector 9, Rohini, Delhi

5. 26.6.2011 (Sun.) Investor Awareness Program on South-West Delhi5.30 PM to 8.00 PM Recent Developments in Capital (Dwarka)

Market

6. 28.6.2011(Tue.) Investor Awareness Program on India International Centre10 AM to 5 PM Listing & Delisting of Securities Annexe, Max Muller Marg,

Lodi Road, New Delhi

MEMBERS ARE CORDIALLY INVITEDTO ATTEND THE ABOVE PROGRAMS

Investor Awareness Programs


Forthcoming Program

Program DirectorProgram DirectorProgram DirectorProgram DirectorProgram Director Program Co-ordinators Program Co-ordinators Program Co-ordinators Program Co-ordinators Program Co-ordinators ProProProProProgggggram Fram Fram Fram Fram Facilitatoracilitatoracilitatoracilitatoracilitator

Mr. Ranjeet Pandey Mr. Manish Gupta Mr. Vineet K Chaudhary Mr. Rajeev Kumar JhaChairman, NIRC-ICSI Chairman, PCS Regional Council Member, Chairman, DehradunMobile: 09810558049 Committee, NIRC-ICSI NIRC-ICSI Chapter

Mobile: 09212221110 Mobile: 09811577123 Mobile: 09411108794

RegistrationRegistrationRegistrationRegistrationRegistration

Members may send cheque drawn in favour of NIRC of the ICSI for the requisite fee to Executive Officer,NIRC-ICSI, 4, Prasad Nagar Institutional Area, New Delhi. Tel Nos. 25816593 Fax : 25722662;E-mail : [email protected]

NORTHERN REGION PCS CONFERENCE – 2011Theme : CALIBRATING COMPETENCE FOR PROFESSIONAL EXCELLENCE

Sub-themes :Recent Developments and Changing Dimensions of PracticeEmbracing Emerging Technologies for Professional GrowthSafeguarding Innovation – Management of IPRChallenges for Establishment of PCS firms & Building Effective Team

Day, Date & Time: Friday & Saturday, the 17th & 18th June, 2011 – 2.30 PM onwards

Venue : Hotel Shilton, Library Bazar, Gandhi Chowk, Mussoorie Delegate Fees

Residential (Double Occupancy) Non-ResidentialMembers / Licentiates / Students : Rs. 8000/- Members / Licentiates / Students : Rs. 3500/-Corporate Members of NIRC-ICSI : Rs. 7500/- Corporate Members of NIRC-ICSI : Rs. 3000/-Accompanying Spouse & Rs. 5000/- Accompanying Spouse & Rs. 3000/-Children above 5 years : Children above 5 years :

AN EARLY BIRD INCENTIVE OF RS.500/- EACH WILL BE GIVEN TO MEMBERS/CORPORATE MEMBERS/STUDENTS WHO REGISTER FOR THE CONFERENCE ON ORBEFORE 10TH JUNE, 2011The delegate registration fee will cover the cost of background material, tea, lunch and dinner (Friday, June 17, 2011). The residential delegates will get accommodation for 17th & 18th June, 2011 and breakfast on18th & 19th June and dinner on 18th June, 2011.

Accommodation on ‘first come first served’ basis is being arranged at Mussoorie for outstation delegates. The delegate fee once paid shall not be refunded in any case.NIRC of ICSI will arrange pickup from Dehradun to Mussoorie on 17th afternoon at around 1.00 PM. Members may please plan their travel in advance to avoid last minutes inconvenience.


SEMINARon

PRIVATE EQUITY: CATALYST TO ECONOMIC GROWTHCoverage:

• Role of Private Equity in Economic Growth• Structuring international financing transactions and

overseas listing;• PIPE Deals – Private Investment in Public Equity• Buy-outs• Business Plan-Key to Success (Case Studies)• Fund Manager’s perspective to Private Equity Deals• Valuations• Tax issues• Regulatory and Legal Framework• Role of Company Secretaries in adding value

onSaturday, the 25th June, 2011

(Registration starts at 9.30 AM)at

Hotel Le-Meridien (Souverign-I), Janpath, New Delhi

Fee: Rs.2,000/- per delegate;FREE for Corporate Members of NIRC

Registration:In order to make necessary arrangements, Members are requested to enrol well in

advance with Executive Officer, NIRC-ICSI, 4, Prasad Nagar Institutional Area, NewDelhi-110 005. The cheque for delegate fee may please be drawn in favour of NIRC of

ICSI payable at New Delhi. Tel.:+91-11-25816593; Fax: 25722662 E-mail: [email protected];

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

Forthcoming Program

