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Volume No.

Student Company Secretary ISSN 0972-2874
April 2007

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


l From the President 03

l Academic Guidance 05
l Legal World 23
l Student Services 26
l News and Announcements 31
l Schedules of SMTPs/Training Orientation Programmes 35
l Schedule of Academic Development Programmes 36
l Students Quiz 38
l Advertisement Tariff Student Company Secretary 40

Student Company Secretary 1 April 2007

Training Orientation Programme

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

Activities Session1 Session 2 Session 3 Session - 4

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

Student Company Secretary 2 April 2007

From The President

When I am working on a problem I never think about beauty.

I only think about how to solve the problem.
But when I have finished, if the solution is not beautiful,
I know it is wrong.
Buckminster Fuller

Dear students,
Creativity and innovation are important keys to success in todays rapidly changing
global marketplace. Process improvement, problem solving, recruiting, retaining and
motivating employees, decision making, dealing with limited resources, satisfying customers, and rapidly changing
technology are all examples of business realities that require creative solutions. In fact creativity and innovation are
the important factors that compel businesses to become increasingly innovative to gain a competitive edge. It may be
pointed out that a recent survey of top executives from Fortune 500 companies throughout the United States ranked
creativity more important than intelligence for success in business today. That is because these demanding times
require professional leaders who can respond quickly and imaginatively to change.
We all know that human mind is an energy field with unlimited capacity and intelligence. It has a creative capacity
to solve any problem and bring forward new forms and fancies. Research has shown that regardless of age or
education, everyone has the capacity to become more creative. Yet, innovative thinkers are often tough to find today.
The demand for professionals who will be driving destinies of the organisations with innovative capabilities is on the
rise. In the changing global environment, organizations need ideas and it is the professionals with creative and
innovative capabilities who can propel such organisations forward in a competitive marketplace. Therefore, learning to
think creatively is the best business survival tool for professionals like us. We must learn how to develop an innovative
approach, enhance our creativity and stimulate creativity with our co-professionals at the work place.
Be open. To be open is to live with a sense of curiosity, where every moment is an opportunity for learning, where
existing ideas, mental models and beliefs are temporary and flexible. What others have to say is always interesting
and a good dialogue is one where you learn something new or are persuaded to think differently in some way. Being
open means seeing things both as they really are (as opposed to through the lens of fixed thought) and also as how
they could be. The world is seen as alive, dynamic and full of opportunities.
There are countless examples where creative thinking of the persons has helped the organizations not only to gain
a competitive edge but also achieve a good market reputation. Take the case of Henry Ford. He was not just an
inventor. He was a visionary. Unlike other car makers of his time, he saw the future of his company lay in producing
affordable cars for a mass market. He also had rather radical beliefs on how to run a company. Fords legacy of
creative thinking still guides the organization.
As student Company Secretaries, you should not think that you are trained to think in a straightjacket manner,
through the logic and reasoning of the law and other disciplines. No doubt you have to master these. This is a
necessary step before you start to think creatively. As George Bernard Shaw pointed out creativity does not mean that
a tree grows out of thin air. That is to say, a tree also requires solid ground, fertile soil and adequate watering. Your
growing through and mastering the disciplines under various subjects thus provides you a rock-solid support to spring
your creativity from. A command over the existential knowledge is a must before your thinking, trained vision and
creative talent create a novel symphony in the form of solutions to business problems and corporate maze. A truly
dedicated professional life is necessarily creative, requiring the professional, as it were, to tear himself apart like a

Student Company Secretary 3 April 2007

From The President
caterpillar does to convert itself into a butterfly. The torment and turmoil of professional life and concomitant hard
discipline are the stepping-stones to climb the heights of creativity. You must willingly go through them.
Friends, to create awareness of the Company Secretaries profession, it is essential that the profession reaches
every nook and corner of the country including smaller towns as well. The Institute has decided to strengthen and
refine the infrastructure and services from the smaller chapters also. Small chapters should act like friends, philosophers
and guides for the students and members and other stakeholders of the profession. Awareness about the Company
Secretaryship career must spread to prospective students, teachers and their parents from these smaller towns,
especially. It has, therefore, been decided to make the reinforcement of the smaller Chapters and the intensification
of career awareness programmes a matter of priority during this year.
The quality of syllabus of a professional body determines the quality of its product it produces. It is, therefore,
necessary that the syllabus remains compatible with changing corporate paradigm and expectations of services
seekers. The Institute has initiated the process of revision of syllabus. The Council has approved the new syllabus for
the Foundation Course containing four Papers. The new syllabus will be applicable as soon as may be after the
approval from the Central Government and consequential changes in the Company Secretaries Regulations, 1982.
In order to make the students truly globalised professionals the Institute needs to inculcate communication,
coordination, managerial and leadership skills in them after they pass out Company Secretaries examinations and
complete the training requirements. More avenues need to be opened for them. For the Secretarial Modular Training
Programme to become more beneficial for them, the training templates are being revised and updated to imbibe
practical and real life skills to enable the new members to face corporate challenges from day one.
You are aware that the Institute, along with the Institute of Chartered Secretaries & Managers of Bangladesh, the
Institute of Corporate Secretaries of Pakistan and the Institute of Certified Public Secretaries of Kenya, has founded
the International Federation of Company Secretaries in 2004. The 4th Governing Body Meeting of the IFCS is being
scheduled to be held in Mombassa, Kenya on 7th August, 2007. The 11th Annual Conference of the Kenyan Institute
will follow the IFCS meeting. This will give us an opportunity to further strengthen the cross-border professional ties
and work towards mutual recognitions and development of International Secretarial Standards.
As already informed to you that National Convention is an important annual event of the Institute and it has been
decided that this year the 35th National Convention will be held in Jaipur from Thursday to Saturday, September 20 to
September 22, 2007. I advise you to ensure your participation at the Convention as a delegate.
To conclude, Albert Einstein has said the intuitive mind is a sacred gift and the rational mind is a faithful servant.
We have created a society that honors the servant and has forgotten the gift.

With best wishes,

Yours sincerely,


April 13, 2007

Student Company Secretary 4 April 2007

Academic Guidance
ACADEMIC GUIDANCE Table 1 : Resource Mobilisation through Primary Market
(Rs. crore)
STATE OF INDIAN CAPITAL MARKET-2006-071 Mode 2003 2004 2005 2006
INTRODUCTION 1. Debt 5,284 2,383 66 389
The Economic Survey 2006-07 reveals that the Indian economy 2. Equity 2,891 33,475 30,325 32,672
appeared to have decidedly taken off and moved from a phase from Of which, IPOs 1,708 12,402 9,918 24,779
Number of IPOs 12 26 55 75
moderate growth to a new phase of high growth. Basically vigorous
Mean IPO size 142 477 180 330
growth with strong fundamentals has characterized development in 3. Private
Indian economy in 2006-07 so far. However, there are some genuine Placement 59,215" 93,506 83,812 117,407
concern on the inflation. GDP growth of 9.0 per cent and 9.2 per cent 4. Euro Issues
in 2005-2006 and 2006-07, respectively by most account-surpassed (ADR/GDR) 2,153 2,029 9,788 11 ,301
expectations. While the up and down pattern in agriculture continued Total (1 to 4) 69,543 131,393 123,991 161,769
with the growth estimated at 6 per cent and 2.7 percent in the two
recent years, and services maintained its vigorous growth performance, "For April 2003 to March 2004
there were distinct signs of sustained improvements on the industrial Source: SEBI and RBI (for Euro Issues)
front. The entrenchment of the higher growth trends, particularly in
manufacturing has boosted sentiments both with in the country and Out of Rs. 161,769 crore mobilised in the primary capital market,
abroad. The overall macroeconomic fundamentals are robust Rs. 117,407 crore, or 72.5 per cent of the total resources mobilised,
particularly tangible progress towards fiscal consolidation and a strong was raised through private placement. Seventy five IPOs raised Rs.
24,779 crore, which accounted for 76 per cent of resources raised
balance of payment position. With an upsurge in investment, the
through equity. The number of IPOs showed a steady rise to 75 during
outlook is distinctly upbeat. Per Capita income in real terms in 2005- 2006; on an average, there were around 6 IPOs per month.
06 increased by 7.4%, saving estimated at 32.4 per cent and investment
Net mobilisation of resources by mutual funds increased by more
at 33.8%. Over all economic growth has influenced capital market
than four-fold to Rs. 104,950 crore in 2006 from Rs. 25,454 crore in
also. 2005. The sharp rise in mobilisation by mutual funds was due to buoyant
CAPITAL MARKET inflows under both income/debt oriented schemes and growth/equity
oriented schemes. After suffering negative inflows in 2003 and 2004,
Progress on developing India's capital market, which is already inflows turned positive for public sector mutual funds in 2005 and
more competitive, deep and developed by international markets accelerated in 2006. The share of UTI and other public sector mutual
standards, continued. Business in the country's oldest stock exchange, funds in the total amount mobilised was around 22.5 per cent in 2005
namely the Bombay Stock Exchange (BSE) dating back to 1875, which and 17.8 per cent in 2006 (See Table 2).
is also one of the oldest stock exchanges in the world, continued to
thrive. The National Stock Exchange (NSE), which emerged in the Table 2 : Trends in Resource Mobilisation (Net) by Mutual Funds
mid-1990s and catalysed improvements in trading systems to provide (Rs. crore)
the necessary depth and choice to investors, made sustained progress.
Calendar Year
With the BSE and NSE emerging as the two apex institutions of the
country's capital market, restructuring of other stock exchanges went Sector 2003 2004 2005 2006
apace. Overseen by Securities and Exchange Board of India (SEBI),
an independent statutory regulatory authority, the country's capital 1. UTI 762 -1,487 1,273 6,426
market dealt in scrips of a large number of listed companies with a 2. Public Sector -1,331 -1,262 4,446 12,229
wide geographical outreach, providing a world class trading and 3. Private Sector 35,646 7,524 19,735 86,295
settlement system, a wide range of product availability with a fast 4. Total (1 to 3) 35,077 4,775 25,454 104,950
growing derivatives market, and well laid down corporate governance
and investor protection measures. Source: SEBI
As a part of the on-going financial and regulatory reforms of the DEVELOPMENTS IN SECONDARY MARKET
primary and secondary market segments of the capital market, a In the secondary market, the uptrends continued in 2006-07 with
number of initiatives were taken in 2005-06 and the current year so BSE Sensex and NSE Nifty indices closing above 14,000 (14,015)
far. These measures, together with accelerated economic growth and and 4,000 marks (4,024) for the first time, respectively on January 3,
macroeconomic stability, sustained the confidence of investors (both 2007. After a somewhat dull first half, conditions on the bourses turned
domestic and foreign) in the country's capital market. The stock market buoyant during the later part of the year with large inflows from Foreign
scaled new peaks year after year since 2003, with the BSE and NSE Institutional Investors (FIls) and larger participation of domestic
indices crossing the 14,000 and 4,000 marks, respectively, in January investors. During 2006, on a point-to-point basis, Sensex and Nifty
Indices rose by 46.7 and 39.8 per cent, respectively. The pick up in
DEVELOPMENTS IN PRIMARY MARKET the stock indices could be attributed to impressive growth in the
profitability of Indian corporates, overall higher growth in the economy,
The primary capital market has remained upbeat during 2006-07. and other global factors such as continuation of relatively soft interest
The aggregate resource mobilisation in the market, especially through
rates and fall in crude oil prices in international markets.
Initial Public Offerings (IPOs) and private placements, was much higher
in calendar year 2006 than during the previous year (See Table.1). Both FIls and mutual funds as institutional investors remained active
in the equity market during the year. Though the net investment by
1. Compiled by V.P. Sharma, Joint Director (Academics), The ICSI. FIIs in the equity spot market fell by around 22 per cent to Rs. 36,540

Student Company Secretary 5 April 2007

Academic Guidance
crore in 2006, there was a quantum increase in gross value of buying agencies. In case the issuers opt for a grading, they are required
and selling. to disclose the grades including the unaccepted grades in the
The number of FIls rose by 27 per cent to 1,044 at the end of 2006. prospectus and abridged prospectus.
The number of sub-accounts too increased by 34 per cent to 3,045. l SEBI facilitated a quick and cost effective method of raising funds
Domestic participants accounted for the major part of the transactions termed as Qualified Institutional Placement (QIP) from the Indian
in the Indian equity market with the gross turnover (including both buy securities market by way of the private placement of securities or
and sale) by FIls at Rs. 20.6 lakh crore accounting for only 10.4 per convertible Bonds (but not warrants) with the Qualified Institutional
cent of total gross (two-way) turnover of Rs. 198.6 lakh crore in spot Buyers. Listed companies having equity shares of same class
and derivatives market in 2006. listed on a stock exchange having nation-wide trading terminals
In tandem with an increase in resource mobilisation, assets under and complying with the minimum public share holding under
management at mutual funds increased by about Rs. 1.24 lakh crore continuous listing requirement are eligible to raise funds through
to reach Rs. 3.24 lakh crore in 2006. The transactions of mutual funds the QIP route.
in the equity segment of Indian stock exchanges, which amounted to l SEBI stipulated that the benefit of 'no lock-in' on the pre-issue
net sales of Rs. 1,164 crore in 2004, turned to net purchase of Rs. shares of an unlisted company making an IPO, currently available
13,436 crore in 2005 and further to Rs. 15,384 crore in 2006. to the shares held by Venture Capital Funds (VCFs)/Foreign
DEVELOPMENT IN SECONDARY MARKET FOR DEBT Venture Capital Investors (FVCls), shall be limited to : (a) the
shares held by VCFs or FVCls registered with SEBI for a period
In the secondary market for debt, Government of India (GOI) of at least one year as on the date of filing draft prospectus with
securities continued to account for the major part of activity. In terms SEBI and (b) the shares issued to SEBI registered VCFs/FVCls
of market size of GOI bonds, the gross issuance of GOI dated securities upon conversion of convertible instruments during the period of
in 2006 amounted to Rs.147,000 crore as compared to Rs. 129,350 one year prior to the date of filing draft prospectus with SEBI
crore in 2005. The end of the year market capitalisation of GOI provided that the period of holding such convertible, instruments
securities increased by 7.6 per cent from Rs.1,051,521 crore in 2005 as fully paid-up, together with the period of holding shares resulting
to Rs.1,131,558 crore in 2006. from conversion by the VCFs and FVCls is at least one year as
The interest rates on GOI bonds have been on the rise in the past on the date of filing the draft prospectus with SEBI.
three years. The zero-coupon rate on a 1-year bond has shown an l In order to regulate pre-issue publicity by companies which
upward trend, rising from 6.09 per cent in 2004 to 8.03 per cent in are planning to make an issue of securities, SEBI amended
2006. Likewise, the zero-coupon rate on a 10-year bond has increased the Disclosure and Investor Protection Guidelines to introduce
from 6.78 per cent in 2004 to 7.22 per cent in 2005 and further to 7.57 "Restrictions on Pre-issue Publicity" from the time the issuer
per cent in 2006. Due to the increase in interest rates, the returns to company's Board approves the issue till the actual allotment
GOI bond index continued to be negative during 2006. Further, the of shares of the issue. The restrictions, inter alia, require an
volatility of GOI bond market during 2006 was higher than that during issuer company to ensure that its publicity is consistent with
2005. its past practices, does not contain projections or estimates or
POLICY DEVELOPMENTS any information extraneous to the offer document filed with
Several initiatives under taken by the Government during 2006-07 SEBI.
both in Primary and Secondary markets are listed as under :- Measures & Initiatives undertaken in the Secondary
Policy Developments and Initiatives in Primary Market Market
l SEBI notified the disclosures and other related requirements for l In continuation of the comprehensive risk management system
companies desirous of issuing Indian Depository Receipts in In- put in place since May 13, 2005 in T +2 rolling settlement scenario
dia. It was mandated that the issuer must be listed in its home for the cash market, the stock exchanges were advised to update
country, must not have been barred by any regulatory body, and the applicable Value at Risk (Va R) margin at least 5 times in a
should have a good track record of compliance of securities mar- day by taking the closing price of the previous day at the start of
ket regulations. SEBI stipulated the requirements of issue size, trading and the prices at 11:00 a.m., 12:30 p.m., 2:00 p.m. and at
subscription to the issue and disclosures to be made in the pro- the end of the trading session. This has been done to align the
spectus of the issue such as general information, disclaimer risk management framework across the cash and derivative
clause, offering details, risk factors and financial information markets.
among other requirements. l In order to strengthen the 'Know Your Client' norms and to have
l As a condition of continuous listing, listed companies have to sound audit trail of the transactions in the securities market, PAN
maintain a minimum level of public shareholding at 25 per cent of has been made mandatory with effect from January 1, 2007 for
the total shares issued. The exemptions include companies which operating a Beneficiary Owner account and for trading in the cash
are required to maintain more than 10 per cent, but less than 25 segment similar to transactions in the futures and options segment
per cent in accordance with the Rule 192(b) of the Securities of the stock exchanges.
Contracts (Regulation) Rules, 1957 and the companies, that have l In order to implement the Union Budget proposal on creation of a
two crore or more of listed shares and Rs. 1,000 crore or more of unified platform for trading of corporate bonds, SEBI stipulated
market capitalisation. SEBI has also provided a transparent that the BSE Limited would set up and maintain the corporate
mechanism to graduate to compliance of the continuous listing bond reporting platform. The reporting shall be made for all trades
requirements for companies which are currently non-compliant in listed debt securities issued by all institutions such as banks,
or companies which might become non-compliant in future. public sector undertakings, municipal corporations, corporate
l SEBI has specified that shareholding pattern will be indicated by bodies and companies. Also, SEBI and RBI have set up an internal
listed companies under three categories, viz., "shares held by Working Group to implement the Budget 2006-07 announcement
promoter and promoter group", "shares held by public" and "shares of creating a single, unified exchange-traded market for corporate
held by custodians and against which Depository Receipts have bonds.
been issued". l In line with the Government of India's policy on foreign investments
l In accordance with the guidelines issued by SEBI, the issuers in infrastructure companies in the Indian securities market, the
are required to state on the cover page of the offer document limits for foreign investment in stock exchanges, depositories and
whether they have opted for an IPO grading from the rating clearing corporations, have been specified as follows : a) Foreign

Student Company Secretary 6 April 2007

Academic Guidance
investment up to 49 per cent will be allowed in these companies mustard seed, coconut oil, groundnut oil and sunflower), spices
with a separate Foreign Direct Investment (FDI) cap of 26 per (pepper, chillies, cumin seed and turmeric), metals (aluminium, tin,
cent and cap of 23 per cent on FII investment; b) FDI will be nickel and, copper), bullion (gold and silver), crude oil, natural gas
allowed with specific prior approval of FIPB; c) FII will be allowed and polymer, among others. Gold accounted for the largest share (31
only through purchases in the secondary market; d) FII shall not per cent) of trade in terms of value, followed by silver (19 per cent),
seek and will not get representation on the Board of Directors; guar seed (11 per cent) and chana (10 per cent). A temporary ban
and e) No foreign investor, including persons acting in concert, was imposed on futures trading in urad and tur dal in January 2007 to
will hold more than 5 per cent of the equity in these companies. ensure orderly market conditions. An efficient and well-organised
l The application process of FII investment was simplified and new commodities futures market is generally acknowledged to be helpful
categories of investment (insurance and reinsurance companies, in price discovery for the traded commodities
foreign central banks, investment managers, international The growth in the commodity derivative trading witnessed in 2005-
organizations) were included under FII. 06 continued during 2006-07. Total volume of trade rose sharply from
l GOI raised the cumulative debt investment limits from US$1.75 Rs. 1.29 lakh crore in 2003-04 to Rs. 27.39 lakh crore in 2006-07 (till
billion to US$2 billion and US$0.5 billion to US$1.5 billion for FII/ December 2006). In the first nine months of 2006-07, the volume of
sub account investments in Government securities and corporate trade was already more than Rs. 21.55 lakh crore achieved in the
debt, respectively. RBI, in its mid-term review of monetary policy, twelve months of 2005-06. Turnover as a proportion of GDP increased
further enhanced the limit of FII investment on Central and State from only 4.7 per cent in 2003-04 to 18.3 per cent in 2004-05 and
Government Securities to US$ 2.6 billion by December 31, 2006 further to 76.8 per cent in 2005-06. The growth in the volume of trading
and further to US$3.2 billion by March 31, 2007. has been primarily propelled by Multi Commodity Exchange, Mumbai
(MCX) and National Commodity Derivatives Exchange, Mumbai
l Initial Issue Expenses and Dividend Distribution Procedure for (NCDEX) with these two exchanges also accounting for a large share
Mutual Funds were rationalised. of the number of contracts traded on the exchanges.
l In compliance with the proposal made in Budget 2005-06, Mutual
Funds were permitted to introduce Gold Exchange Traded Funds.
l Pursuant to the Union Budget 2006-07, the aggregate ceiling for
the mutual fund industry to invest in ADRs/GDRs issued by Indian LAW AND PRACTICE
companies, equity of overseas companies listed on recognised
stock exchanges overseas and rated debt securities was raised EXTENSION OF SAFE DEPOSIT LOCKER/SAFE CUSTODY
l In the Government Securities market, the RBI ceased to ARTICLES BY BANKS.2
participate in primary issues of Central Government Securities
from April 1, 2006 in line with the provisions of FRBM Act. Intra- Pursuant to the recommendations of the Committee on Procedures
day short sale in Government Securities was also permitted with and Performance Audit on Public Services (CPPAPS), the RBI
effect from February 28, 2006. 'When Issued' transactions in reviewed all the guidelines issued by it on various issues relating to
Government Securities have been allowed with effect from August safe deposit lockers / safe custody articles. In supersession of all
1, 2006. the instructions issued earlier the RBI announced its new draft
guidelines vide circular no. DBOD.No.Leg 5049 /09.07.005/2006-07
l Demutualisation of BSE, the oldest stock exchange in Asia, is
dated December 4, 2006. The revised guidelines provide as follows:
well under way in accordance with the provisions of SEBI scheme
for demutualisation. The exchange ceased to be an Association 1. Allotment of Lockers
of Persons, and became a company under the Companies Act in
August 2005. A public issue in the first half of 2007 will ensure In terms of RBI circular DBOD. No.GC.BC.27/C.408C(L) 84 dated
that at least 51 per cent of equity is held by public other than March 27, 1984, the public sector banks were advised not to insist for
trading members. The change in the ownership structure is in a fixed deposit as a prerequisite for allotment of lockers. Banks were,
keeping with the evolution of BSE as a modern, professionally however, permitted to either seek a deposit (but not as a condition for
managed, transparent, competitive and efficient stock exchange. allotment), the interest on which may cover the annual rent or
alternatively advance locker rent could be collected up to three years.
l Foreign institutional investors have been allowed to invest in
It was also advised that those who opt for annual payment of rent and
security receipts.
default in payment, should not be allowed to operate locker till the
l The report submitted by the Committee on Fuller Capital Account arrear rent is cleared. In this connection, the Committee on Procedures
Convertibility (Chairman, Shri S.S. Tarapore) while considering and Performance Audit of Public Services observed that linking the
fuller capital account convertibility, incidentally observed that lockers facility with placement of fixed or any other deposit beyond
though the overall regime had undergone a significant degree of what is prescribed is a restrictive practice and should be prohibited
liberalisation, in practice, some regulations relating to an earlier forthwith. In concurrence with the Committee's observations the RBI
period of tight controls continued to remain, giving rise to a has advised banks to refrain from such restrictive practices. If the
disconnect between the regulatory intent and the procedure in locker-hirer is having a fixed deposit with the bank, it can be earmarked
use. As a follow up action of the Committee's recommendations,
for an amount so that the interest covers the locker rental as an
an RBI task force has been set up to identify the anomalies in the
alternative to collecting the annual locker rental in advance.
present regulatory framework for current and capital accounts
and that rectification should be undertaken within a period of three 2. Security aspects relating to Safe Deposit Lockers
2.1 Relationship of the bank with the locker hirer
l Sub-mission of R.H. Patel Report on Corporate Bond and
Securitisation. It has been clarified that the relationship between the bank and the
locker hirer is in the nature of a "bailor and bailee" and not "landlord
and tenant" though the bank has no knowledge of the contents of the
As compared to 59 in January 2005, 94 commodities were traded locker and the bank is required to exercise due care and necessary
in the commodities futures market as of December 2006, and these precaution for the protection of the lockers provided to the customer.
included major agricultural commodities (rice, wheat, jute, gur, cotton,
coffee, major pulses like urad, arahar, chana, edible oilseeds like 2. Compiled by Saurabh Jain, Education Officer, The ICSI.

Student Company Secretary 7 April 2007

Academic Guidance
2.2 Operations of Safe Deposit Vaults/Lockers with survivorship clause such as 'either or survivor', 'anyone
Banks have been advised to review the systems in force for or survivor' etc., but the locker is not to be operated jointly,
operation of safe deposit vaults / locker at their branches on an on- access to the locker may be given only to the survivor in
going basis and take necessary steps to strengthen them by identifying case of death of one of the hirers.
the loopholes in the procedures and take remedial action. The 3.3 Access to locker (without the survivor / nominee clause)
procedures should be well-documented and the concerned staff should (i) In case of death of a sole locker-hirer (where there is no
be properly trained in the procedure. The internal / external auditors nomination) and there is a valid will, access may be given to
should ensure that the procedures are strictly adhered to. the executor / administrator. In other cases, access may be
2.3 Adherence to KYC Guidelines (High, Medium & Low Risk given to the legal representative of the deceased. In such
Category) for allotment of lockers / Measures relating to cases, death certificate and proof of legal representation
lockers which have remained unoperated should be obtained.
In a recent incident, explosives and weapons were found in a locker (i) Where there are joint locker-hirers and as per the contract
in one of the bank's branches. This emphasises that banks should be of locker hire, the locker is to be operated jointly, and where
aware of the risks involved in renting safe deposit lockers. In this there is no nomination, if one of the hirers die, access to the
connection, banks are advised to take following measures: locker may be given to the survivor jointly with the legal heirs
(or the executor / administrator, if appointed) of the deceased
(i) The KYC assessment for the safe-deposit locker customers hirer. In such cases, death certificate and proof of legal rep-
(either new or existing), should be done at least to the levels resentation should be obtained.
prescribed for medium risk or the risk categories attribut- (ii) Where there are joint locker-hirers having a contract of locker
able to their bank account, if higher. hire with a 'either or survivor' clause and where there is no
(ii) Where the lockers have remained unoperated for more than nomination, access to the locker may be given to the survi-
one and three years for high and medium risk categories vor in case of death of one of the hirers. In such cases, only
respectively, banks should immediately contact the locker- death certificate should be obtained.
hirers and advise them to operate the lockers or surrender (iii) Where there are joint locker hirers, and all the hirers die and
the lockers even if the rents are being paid regularly. In case where there is no nomination, access to the locker may be
the locker-hirers still do not operate the locker, banks should given jointly to the legal heirs of all the deceased hirers (or
consider opening the lockers with the help of police after the executor / administrator if appointed). In such cases,
giving due notice to the locker-hirers. only death certificate and proof of legal representation should
(iii) Banks should have an explicit policy for taking appropriate be obtained.
action including breaking open the lockers in cases where 3.4 Return of safe custody article in case of sole depositor
the rents are not paid by the locker-hirers (i) In case of death of a sole depositor of safe custody article
3. Access to the safe deposit lockers/return of safe (where there is nomination), such article may be returned to
custody articles to survivor(s)/nominee(s)/legal the nominee. In such cases, except death certificate and
heir(s) identification of nominee, no other document should be
3.1 Banks had been advised in Para 5 of RBI Circular obtained.
DBOD.No.Leg.BC.95/2004-05 dated June 9, 2005 to adopt generally (ii) In case of death of an individual depositor of safe custody
the instructions / guidelines contained in the said circular for deposit article (where there is no nomination), such article may be
accounts for dealing with the requests from the nominee(s) of the returned to the legal representative of the deceased (or the
deceased locker-hirer / depositors of the safe-custody articles (where executor / administrator if appointed). In such cases, death
such a nomination had been made) or by the survivor(s) of the certificate and proof of legal representation should be
deceased (where the locker / safe custody article was accessible under obtained.
the survivorship clause), for access to the contents of the locker / safe
3.5 Return of safe custody article in case of joint depositors
deposit on the death of a locker hirer / depositor of the article. In
supersession of the above circular detailed guidelines regarding access The facility of nomination is not available in case of deposit of
to lockers / safe custody articles are given below. Banks have been article for safe custody with a bank by more than one person.
advised to be guided also by the provisions of Sections 45 ZC to 45 In case of joint deposit of safe deposit articles,
ZF of the Banking Regulation Act, 1949 and the Banking Companies
(Nomination) Rules, 1985 and the relevant provisions of Indian Contract (a) when one or more of the joint depositors of safe custody articles
Act and Indian Succession Act. die, such article may be returned to the survivor(s) provided there
is a survivorship mandate. In such cases, except death certifi-
3.2 Access to locker (with survivor / nominee clause)
cate, no other document need be obtained.
(i) In case of death of a sole locker-hirer (where there is nomi-
(b) In case there is no survivorship mandate, such article may be
nation) access to locker may be given to the nominee. In
such cases, except death certificate and identification of returned to the survivor(s) jointly with the legal heirs of the de-
nominee, no other document should be obtained. ceased depositor(s) (or the executor / administrator if appointed).
In such cases, death certificate and proof of legal representation
(ii) In case of death of one of the hirers, where there are joint should be obtained.
locker-hirers and as per the contract of locker hire, the locker
is to be operated jointly, and where there is nomination, ac- (c) When both or all the joint depositors of safe custody article die,
cess to the locker may be given to the nominee jointly with such article may be returned jointly to the legal heirs of all the
the surviving hirer(s). In such cases, except death certifi- deceased depositors (or the executor / administrator if appointed).
cate and identification of nominee, no other document need In such cases, death certificate and proof of legal representation
be obtained. should be obtained.
(iii) Where both/all the joint locker hirer(s) die and where there 3.6 In all the above cases, while granting access to the safe
is nomination, access to the locker may be given to the deposit locker or while permitting the removal of the contents
nominee(s). In such cases, except death certificate and iden- of any locker by any nominee or jointly by any nominee and
tification of nominee(s), no other document need be obtained. survivors or by legal heir(s), or while returning the safe
(iv) Where there are joint locker-hirers having a contract of hire custody article to the nominee or legal heir(s), an inventory

Student Company Secretary 8 April 2007

Academic Guidance
of the article/contents of the locker may be prepared and bring in multifarious visionay concepts. The new concepts introduced
signed by the new locker-hirer(s)/depositor of safe custody under the Report are as follows:
article to whom access is to be given, and in case they cannot One Person Company (OPC)
remain present, may be signed by their duly authorized
attorney. Nomenclature of the account may be changed in To encourage corporatisation of business and entrepreneurship,
the name of the new hirer(s)/depositor, and fresh nomination the concept of single person economic entity has been introduced in
may be obtained from them. Banks are not required to open the form of a 'one person company'.
sealed/closed packets left with them for safe custody or found It is recommended that:
in locker while releasing them to the nominee(s) and surviving (a) OPC may be registered as a private Company with one member
locker hirers / depositor of safe custody article. and may also have at least one director;
4. Disclosure : (b) Adequate safeguards in case of death/disability of the sole per-
4.1 At the time of providing safe deposit lockers/safe custody facility son should be provided through appointment of another individual
to new customers, it shall be incumbent upon the banks to provide as Nominee Director. On the demise of the original director, the
printed information as contained in Para 3 of this circular to the nominee director will manage the affairs of the company till the
customer along with the account opening application form. date of transmission of shares to legal heirs of the demised mem-
4.2. For existing safe deposit locker holders, banks should mail the ber.
printed instructions. The existing safe deposit locker accounts (c) Letters 'OPC' to be suffixed with the name of One Person Com-
which do not have a nomination or survivorship clause should be pany to distinguish it from other companies.
reviewed and the exercise of obtaining the option, if any, of the Small Companies
account holder should be completed within one year.
The law should provide a framework compatible to growth of small
4.3 Banks may also popularise the availability and utility of nomination/ corporate entities and should enable them to achieve transparency at
survivorship clause facility to facilitate hassle free settlement of a low cost through simplified requirements. With this aim and to enable
claims in respect of deceased safe deposit locker holders. simplified decision making procedure by relieving small companies
from select statutory internal administrative procedures, the Committee
has recommended that such companies be governed by a simpler
W/COMPANY regime through exemptions which can be given in the form of a
PRACTICE/ADVANCED schedule to the Act. Such companies should be subjected to reduced
financial reporting and audit requirements as well as simplified capital
LAW maintenance regime. Such companies should also be subjected to
Students appearing in Company Law, Company Secretarial Practice scaled down free structure. The definition of small companies may be
and Advance Company Law And Practice (to the extent of topics based upon the gross assets comprising of fixed assets, current assets
covered in the Syllabus) Papers of Intermediate and Final Examination and investments not exceeding a particular limit as also the turnover
may take note of the following changes in the Companies Act, 1956 of the company concerned.
and the rules thereon, made by the Ministry of Company Affairs recently, Limited Liability Partnership (LLP)
and applicable for June 2007 Examination.
The 'unlimited liability' of partners has so far been the chief reason
I. DR. J J IRANI EXPERT COMMITTEE REPORT ON why partnership firms of professionals, have not grown in size to
COMPANY LAW successfully meet the challenges posed today by international
Dr. J J Irani Expert Committee on Company Law has submitted its competition, WTO, GATT etc. As an alternative corporate business
report charting out the road map for a flexible, dynamic and userfriendly vehicle that has the benefits of limited liability but allows its members
new company law. The Committee has taken a pragmatic approach the flexibility of organizing their internal structure as a traditional
keeping in view the ground realities, and has sought to address the partnership, the Committee has proposed the concept of LLP to be
concerns of all the stakeholders to enable adoption of internationally introduced.
accepted best practices. Be it the role of directors in the management In an LLP, while the LLP itself is liable for the full extent of its
of the company or the role of promoters at the time of incorporation or assets, the liability of the partners is limited. Partners are protected
the responsibility of professionals in ensuring better governance, the from vicarious liability i.e. liability arising from the incorrect decision or
report has made very dynamic and balanced recommendations. The misconduct of other partners and employees not under their direct
Report of the Committee has also sought to bring in multifarious control. There is no recourse to attach the personal assets of other
progressive and visionary concepts and endeavored a significant shift members except the member who is negligent. However, the liability
from the "Government Approval Regime" to "Shareholder Approval of negligent partner remains unlimited. Also any new or existing firm
and Disclosure Regime". of two or more persons can incorporate as an LLP.
The Expert Committee has recommended that private and small Though advocating the adoption of the concept of LLP in the Indian
companies need to be given flexibilities and freedom of operations legal system, the Committee has recommended that a separate Act
and compliance at low cost. Companies with higher public interest be brought about to facilitate limited liability partnerships. The concept
which access capital from public need to be subjected to a more stricter need not be introduced in the Companies Act.
regime of Corporate Governance. Further, Government companies
Independent Directors
and public financial institutions be subject to similar parameters with
respect to disclosures and Corporate Governance as other companies Though the concept of independent directors is not new, it has so
are subjected to. far been enshrined in the corporate governance codes of various
countries. It is for the first time that the concept has been proposed to
New Concepts Introduced By Dr. J.J. Irani Committee
be introduced in Company Law in India. The Committee has however
suggested that independent directors are required to be appointed
To attune the Indian Company Law with the global reforms taking only in respect of listed companies or the companies which have
place in the arena, the Report of the J J Irani Committee has sought to accepted public deposits.
The Committee has proposed that atleast one-third of the Board
3. Prepared by Deepa Khatri, Assistant Education Officer under the guidance should comprise of independent directors irrespective of whether the
of Alka Kapoor, Deputy Director, The ICSI. company has an executive or non-executive Chairman.

Student Company Secretary 9 April 2007

Academic Guidance
No minimum qualification has been laid for an independent director. appointment and removal shall be by the Board of Directors of the
It has been specified that the appointment of independent directors company concerned.
should be made by the company from amongst persons, who in the Key Managerial Personnel should be in the wholetime employment
opinion of the Board, are persons with integrity, possessing relevant of only one company at a time and both the managing director and the
expertise and experience and who satisfy the criteria for independence. whole time directors should not be appointed for more than 5 years at
This will indirectly ensure that only the persons possessing necessary a time. However, the present requirement of having managing director/
knowledge, skills, and ethics are kept on the Boards of Companies. whole time director in a public company with a paid up capital of Rs.5
The Committee has recommended that the expression crores may be revised to Rs.10 crores by appropriate amendment of
'Independent Director', shall mean a non-executive director of the the Rules.
company who: Directors and Officers (D&O) Insurance
(a) apart from receiving director's remuneration, does not have, The long felt need of the corporate sector in regard to extending
and none of his relatives or firms/companies controlled by insurance cover for the key man and key directors of companies has
him have, any material pecuniary relationship or transac- been addressed by the committee. It is recommended that insurance
tions with the company, its promoters, its directors, its sen- of key men and key directors and senior officers of companies may be
ior management or its holding company, its subsidiaries and taken by means of general insurance policies and the insurance
associate companies which may affect independence of the premium paid by the company for such a policy need not be treated
director. as perquisite or income in the hands of director concerned. However,
(b) is not, and none of his relatives is, related to promoters or if the wrongful act of the director or concerned officer is established,
persons occupying management positions at the board level then the appropriate amount of premium attributable to such person
or at one level below the board; shall be considered as perquisite or income for the purpose of
(c) is not affiliated to any non-profit organization that receives remuneration.
significant funding from the company, its promoters, its di- Rights and Liabilities of Independent and Executive
rectors, its senior management or its holding or subsidiary Directors
Independent directors should have access to accurate, relevant
(d) has not been, and none of his relatives has been, employ- and timely information in order to discharge their duties and
ees of the company in the immediately preceding years; responsibilities effectively. With this objective in mind, the Expert
(e) is not, and none of his relatives is, a partner or part of senior Committee has recommended that Independent/non-executive
management (or has not been a partner or part of senior directors should be able to call upon the Board for due diligence or
management) during the preceding one year, of any of the obtaining of record for seeking professional opinion by the Board, right
following:- to inspect records of the company, review legal compliance reports
(i) the statutory audit firm or the internal audit firm that is asso- prepared by the company; and in case of disagreement, record their
ciated with the company, its holding and subsidiary compa- dissent in the minutes.
nies; It is further recommended that if the independent director does not
(ii) the legal firm(s) and consulting firm(s) that have a material initiate any action upon knowledge of any wrong, such director should
association with the company, its holding and subsidiary be held liable. This implies, if irregularities come to the knowledge of
companies; the directors and yet they do not act pro actively and exercise due
diligence to ensure that the interest of the company is duly protected,
(f) is not, and none of his relatives is, a material supplier, serv- then they should be held responsible.
ice provider or customer or a lessor or lessee of the com-
pany, which may affect independence of the director; Freeing the Managerial Remuneration of Limits
(g) is not, and none of his relatives is, a substantial shareholder Managerial remuneration in India has so far been restricted to
of the company i.e. owning two percent or more of voting certain limits in the case of public companies and private companies
power. which are subsidiaries of public companies, with the overall limit being
11 % of the net profits of the company during the financial year.
The Committee has recommended removal of all ceilings on
For the above purposes- payment of directors' remuneration. Shareholders of companies have
(i) "Affiliate" should mean a promoter, director or employee of the been empowered to decide as to how to remunerate their directors.
non-profit organization. However, this process is to be transparent and based on principles
(ii) "Relative" should mean the husband, the wife, brother or sister that ensure fairness, reasonableness and accountability. It is important
or one immediate lineal ascendant and all lineal descendents of that there should be a clear relationship between responsibility and
that individual whether by blood, marriage or adoption. performance vis-a-vis remuneration, and that the policy underlying
Directors' remuneration be articulated, disclosed and understood by
(iii) "Senior management" should mean personnel of the company investors/stakeholders. To ensure transparency, it is recommended
who are members of its core management team excluding Board that Directors' Remuneration Report should form part of the annual
of Directors. Normally, this would comprise all members of man- report of the company and should contain details of remuneration
agement one level below the executive directors, including all package of ditectors including company's policy on directors'
functional heads. remuneration, the performance graph of the company and the
(iv) "Significant Funding" - Should mean 25% or more of funding of remuneration of directors vis-a-vis the performance of the company.
the Non Profit Organization. Another important feature of the recommendations relating to
(i) "Associate Company" - Associate shall mean a company which managerial remuneration is the removal of all government approvals.
is an "associate" as defined in Accounting Standard (AS) 23, The Committee felt that in the current competitive environment, where
"Accounting for Investments in Associates in Consolidated Financial Indian companies have to compete for specialized manpower globally,
Statements", issued by the Institute of Chartered Accountants of India. it may not be feasible or appropriate for the government to interfere.
Key Managerial Personnel Instead of the restrictive regime based on 'government approvals', the
'shareholder approval', regime be adopted. Decision on how to
The Committee has identified CEO/MD/CFO and Company remunerate directors should be left to the company. However, this
Secretary as the Key Managerial Personnel for all companies, whose should be transparent and based on principles that ensure fairness,
Student Company Secretary 10 April 2007
Academic Guidance
reasonableness and accountability. The shareholders have been to lengthy arbitration. Companies, however, prefer such aspects to be
recommended to be empowered to decide the remuneration of addressed more speedily through the corporate processes.
nonexecutive directors including independent directors with no The Committee has, therefore, recommended that a transparent
government interference. The criteria for remuneration/compensation modality for providing recognition to agreements between joint venture
of nonexecutive/independent directors should be based on their partners for corporate action should be worked out in company law,
attendance and contribution and performance of the company. This keeping in view the concern that such arrangements should not become
may be in the form of sitting fees for Board and committee meetings a window for circumventing the essential provisions of the law.
attended physically or participated in electronically and/or profit related
commissions. Tracking and Treasury Stocks
Committees of the Board Tracking Shares -The Committee has recommended the
introduction of 'Tracking Stocks', also known as 'targeted stocks'.
While recognizing the need for discretion of the Board to manage Tracking Stocks as a financial vehicle that tracks the performance of
and govern the company through collective responsibility, the Expert a particular division or subsidiary. A tracking stock is a type of common
Committee has mandated the constitution of certain committees of stock that "tracks" or depends on the financial performance of a specific
Board for certain categories of companies, whose recommendations business unit or operating division of a company, rather than the
would be available to the Board for taking final decisions. These operations of the company as a whole. As a result, if the said unit or
Committees are Audit Committee, Remuneration Committee and division performs well, the value of the tracking stocks may increase,
Stakeholders Relationship Committee. Although the concept of Audit even if the company's performance as a whole is not up to mark or
Committee was already there in the Companies Act,1956 the satisfactory. The opposite may also be true.
mandatory requirement of other two committees in respect of certain
companies is new. While the constitution of Audit Committee and By issuing a tracking stock, the different segments or divisions of
Remuneration Committee has been recommended as must for all listed the company can be valued differently by investors. When a parent
companies and companies accepting public deposits, the stakeholders company issues a tracking stock, all revenues and expenses of the
relationship committee is suggested to be constituted in companies applicable division are separated from the parent company's financial
having combined shareholder/deposit holder/debenture holder base statements and bound to the tracking stock. Often this is done to
of 1000 or more. The main recommendations in respect of these separate financial statement of a high-growth division from the financial
committees are as below: statements of the parent company which may contain huge losses.
Audit Committee for Accounting and Financial matters The parent company and its shareholders, however, still control
operations of the subsidiary.
_ Majority of directors to be independent, if the company is required
to appoint Independent Directors. A key advantage of tracking stock is that it offers divisional
managers a degree of decision-making authority that might otherwise
_ Chairman of the Committee to be independent be unattainable, given top management's reluctance to dilute its control
_ Atleast one member to have financial knowledge. over the division's assets. The practical effect would be to enhance
_ Chairman to attend AGM and provide clarification on matters re- job satisfaction for divisional managers, thus reducing retention risk
lating to Audit. If Chairman is unable to attend, he may authorize and also increasing the company's responsiveness to changing market
any other member of Audit Committee to attend AGM on his be- conditions. Also, investors have more direct access to the specific
half. businesses of the parent, which can be highly useful in the case of a
diversified company.
_ Recommendations of the Audit Committee if overruled by the
Board should be disclosed in Directors' Report with the reasons Treasury Stocks - The Committee has also recommended
for overruling. introduction of treasury stocks as a measure for raising of funds at a
low cost. Presently, section 77 A of the Companies Act, 1956 provides
Stakeholders Relationship Committee for buy-back of securities. Once bought back, the relevant securities
_ To be constituted in companies having combined shareholder/ are to be extinguished. Internationally, however, a company can, subject
deposit holder/ debenture holder base of 1000 or more. to certain restrictions, hold bought back shares itself under the name
_ Main objective shall be to monitor redressal of investor grievances. "Treasury Stock". In other words, Treasury Stocks are the shares which
a company legitimately holds on its share register in its own name.
_ Non-executive director to act as Chairman of the Comittee. The voting rights on these Treasury Stocks are suspended and
Remuneration Committee company cannot exercise voting rights on such shares. No distribution
_ Compulsory constitution in Public listed companies or any of dividend (including dividend during winding up) can be made to
company accepting deposits. such stock.
_ To comprise of non-executive directors including atleast one The Committee felt that a number of preparatory actions were
independent director if appointment of independent directors is required before the concepts of Tracking Stocks and Treasury Stocks
required. In such a case, Chairman also to be independent. could be introduced, such as the regulations to be framed by capital
market regulator, development of appropriate, specific accounting
_ Main objective shall be to determine the company's policy and standards etc. It therefore recommended that while an enabling
remuneration packages of MD/Executive directors/senior provision for Tracking I Treasury Stocks could be incorporated in the
management. new Law, actual introduction of Tracking and Treasury Stocks in the
_ Chairman or in his obsence atleast one member of the committee Indian Capital Markets be made only when the necessary framework
should be present in General Meeting to answer shareholders' is ready.
queries. Perpetual Preference Shares
Recognition to Joint Venture/Shareholders' Agreements As per the existing provisions, preference shares can be issued
The Committee recognised the issues involved in validity of joint for a maximum period of 20 years. As many companies may like to
venture covenants vis-a-vis the provisions of the existing Act. It was raise capital of a quasi equity and permanent nature on account of
noted that joint venture agreements have several clauses pertaining long gestation project capital requirements, the Committee felt that
to voting rights, additional quorum requirements, arbitration provisions, the concept of perpetual preference shares or preference shares of
pre-emption rights or restrictions on transfer of shares etc. The effect higher tenure be permitted in the new Law. The Committee
of this framework is that dispute resolution in respect of joint venture recommended that companies should be permitted to issue perpetual/
provisions becomes subject to contract law provisions and is subject longer duration preference shares and that returns from such shares
Student Company Secretary 11 April 2007
Academic Guidance
may be linked to market benchmark or reset periodically. In case the professionals for this new activity. Greater responsibility and authority
subscriber of perpetual preference shares wants to redeem his shares should be given to Insolvency Practitioners under the supervision of
prematurely, necessary enabling provisions to redeem the shares by the Tribunal to maximize resource use and application of skills.
the company up to a certain percentage of preference shares on an The Insolvency Fund
annual basis may be provided. This may be done through "call/put
option mechanism". The Committee also felt that flexibility should be The Committee proposed that the provisions relating to
given to the companies to revise the tenure of already issued rehabilitation cess should be replaced by the concept of 'Insolvency
preferential shares by obtaining prescribed approval of shareholders Fund' with optional contributions by companies. The Government may
for variation of rights. make grants for the fund and provide incentives to encourage
contributions by companies to the fund. Companies which make
Single Window Clearance for Mergers contributions to the fund should be entitled to certain drawing rights in
The Committee recognised the fact that the Indian merger law, as the event of insolvency. Administration of the fund should be by an
it exists today, is cumbersome and time consuming and rightly independent administrator. Insolvency fund should not be linked/
emphasized on the need for speedier disposal of mergers and credited to Consolidated Fund of India.
acquisitions (M&As) proposals. Mergers and acquisitions today are a II. THE COMPANIES (AMENDMENT) ACT, 2006
widely used multipurpose business tool that can bring long term benefits
in the context of increasing competitiveness in the market. The In the context of rapid developments witnessed in technology, the
Committee addressed on formulation of a corporate insolvency Ministry of Company Affairs decided to enable the operations carried
legislation which would enable to carry out M&As with "digital speed" out by the Ministry and its field offices to be performed more efficiently
and made several recommendations in this regard. One of the and effectively through the use of contemporary information technology
recommendation is a single window clearance for the purpose. The and computers. The Ministry of Company Affairs on the
law should provide for a single forum which would approve the schemes recommendations of Department of Information Technology is
of mergers and acquisitions in an effective time bound manner. The implementing an e-Governance initiative through a project named as
concept of 'deemed approval' should be provided for in cases where MCA-21. This project will provide the public, corporate entities and
the regulators do not intimate/inform their comments within a specified others an easy and secure online access to the corporate information,
time period to the Court/Tribunal before which the scheme of merger/ including filing of documents and public access to the information
amalgamation is submitted for approval. required to be in the public domain under the statute, at any time and
from anywhere.
Contractual Mergers
The filing and registration of documents is a statutory requirement
The Committee was of the view that contractual mergers may be under the Act. At present, the Act lays down the procedures for filing
given statutory recognition in the Company Law in India as is the of various documents in physical form and the processes associated
practice in many other countries as a restructuring tool to hasten the therewith. While, the broad enabling framework for such an initiative
process of mergers and acquisitions. Such mergers and acquisitions is available under the Information Technology Act, 2000 read with
are in the contract form (i.e. without the intervention of the court) and Companies Act, 1956, enabling provisions would still be required to
are made subject to subsequent approval of shareholders by simple support certain online electronic processes which have since become
majority. The recognition of such contractual mergers would eliminate available due to technological advancement for various detailed
obstructions to mergers and acquisitions, give ex-post facto protection procedural requirements under the Companies Act, 1956.
and the ability to rectify them. Time-bound proceedings for restructuring
and liquidation The Committee has recommended that a single It is, therefore, proposed to insert new sections 610B, 610C, 610D
independent forum should be created for accelerating the liquidation and 610E in the Companies Act, 1956 so as to make provision for
process and a definite and predictable time frame should be provided electronic filing system and for payment of fees through electronic
for. The existing time frame in India is too long and keeps precious form under the said Act which are essential for the successful
assets locked in proceedings for many years, destroying their value in implementation of the MCA-21 Project. After the proposed
the process. In this protracted and never-ending process, the assets amendments to the Companies Act, 1956 have been enacted, the
not only lose value but even disappear and vanish. On an average, a documents in electronic form duly authenticated with digital signatures
time frame of two years should be feasible for the liquidation process shall be accepted under the provisions of that Act. The proposed
to be completed. A period of one year should be adequate from electronic system also provides for multiple modes of payment of
commencement of the process till sanction of a plan. There should statutory fees.
also be a definite time period within which proceedings may commence The provisions of the Companies Act, 1956 allow an individual to
from the date of filing of the application for rehabilitation. be a director of up to fifteen companies and such companies can be
located in the jurisdiction in any of the Registrars of Companies. There
The legislation should limit the possibility of appeals at every stage
is a need for individual identity of person(s) intending to be directors of
so that the process is not delayed through frivolous appeals or stalling
companies to be established. This would also facilitate effective legal
tactics. A fixed time period should be provided for at each stage of
action against the directors of such companies under the law, keeping
rehabilitation and liquidation process. Extension at every stage should
in view the possibility of fraud by companies and the phenomenon of
be rare and allowed only in exceptional circumstances and in any
companies that raise funds from the public and vanish thereafter. It is,
case without effecting the outer time-limit provided for the process.
therefore, proposed to insert new sections 266A, 266B, 266C, 266D,
On an average a time frame of 2 years should be feasible for the 266E, 266F and 266G in the Companies Act, 1956 so as to, inter alia,
liquidation process to be completed. provide for allotment of a unique Director Identification Number to any
Insolvency Practitioners individual, intending to be appointed as a director in a company or to
Keeping in view the important role of professionals and experts in any existing director of a company, for the purpose of his identification
the insolvency process, the Committee has recommended the as such, through electronic or other form and to provide for penalty for
recognition of the concept of 'Insolvency Practitioners'. Currently, the any violation in this regard.
law does not support effective participation of professionals and experts In pursuance of the objects stated above, the Companies
in the insolvency process. Law should encourage and recognize the (Amendment) Bill, 2006, was introduced in the Parliament, which has
concept of Insolvency Practitioners(Administrators, now become an Act. The text of Companies (Amendment) Act, 2006
Liquidators, Turnaround Specialists, Valuers etc.) and disciplines has been reproduced hereinbelow for the information of the Students:
of chartered accountancy, company secretaryship, cost and works The Companies (Amendment) Act, 2006
accountancy, law etc. can act as feeder streams, providing high quality An Act further to amend the Companies Act, 1956.
Student Company Secretary 12 April 2007
Academic Guidance
Be it enacted by Parliament in the Fifty-seventh Year of the Republic 266F. Obligation to indicate Director Identification Number
of India as follows: Every person or company, while furnishing any return, information
1. Short title and commencement or particulars as are required to be furnished under this Act, shall
(1) This Act may be called the Companies (Amendment) Act, 2006. quote the Director Identification Number in such return, information or
particulars in case such return, information or particulars relate to the
(2) It shall come into force on such date as the Central Government director or contain any reference of the director.
may, by notification, appoint and different dates may be appointed
for different provisions of this Act. 266G. Penalty for contravention of provisions of section 266A
or section 266C or section 266D or section 266E
2. Amendment of section 253
If any individual or director, referred to in section 266A or section
In section 253 of the Companies Act, 1956 (1 of 1956) (hereinafter 266C or section 266D or a company referred to in section 266E,
referred to as the principal Act), the following proviso shall be inserted, contravenes any of the provisions of those sections, every such
namely: individual or director or the company, as the case may be, who or
Provided that no company shall appoint or re-appoint any individual which, is in default, shall be punishable with fine which may extend to
as director of the company unless he has been allotted a Director five thousand rupees and where the contravention is a continuing one,
Identification Number under section 266B.. with a further fine which may extend to five hundred rupees for every
3. Insertion of new sections 266A, 266B, 266C, 266D, 266E, 266F day after the first during which the contravention continues.
and 266G Explanation : For the purposes of sections 266A, 266B, 266C,
After section 266 of the principal Act, the following sections shall 266D, 266E and 266F, the Director Identification Number means an
be inserted, namely: identification number which the Central Government may allot to any
individual, intending to be appointed as director or to any existing
"Director Identification Number directors of a company, for the purpose of his identification as such.
266A. Application for allotment of Director Identification Number 4. Insertion of new sections 610B, 610C, 610D, and 610E
Every After section 610A of the principal Act, the following sections shall
(a) Individual, intending to be appointed as director of a com- be inserted, namely:
pany; or "610B. Provisions relating to filing of applications, documents
(b) Director of a company appointed before the commencement inspection, etc., through electronic form
of the Companies (Amendment) Act, 2006, shall make an
(1) Notwithstanding anything contained in this Act, and without preju-
application for allotment of Director Identification Number to
dice to the provisions contained in section 6 of the Information
the Central Government in such form, and manner (includ-
Technology Act, 2000, (21 of 2000) the Central Government may,
ing electronic form) along with such fee, as may be pre-
by notification in the Official Gazette, make rules so as to require
from such date as may be specified in the rules, that
Provided that every director, appointed before the commencement
of the Companies (Amendment) Act, 2006 shall make, within sixty (a) such applications, balance-sheet, prospectus, return,
days of the commencement of the said Act, such application to the declaration,memorandum of association, articles of asso-
Central Government: ciation, particulars of charges, or any other particulars or
document as may be required to be filed or delivered under
Provided further that every applicant, who has made an application this Act or rules made thereunder, shall be filed, through the
under this section for allotment of a Director Identification Number, electronic form and authenticated in such manner as may
may be appointed as a director in a company, or, hold office as director be specified in the rules;
in a company till such time such applicant has been allotted the Director (b) such document, notice, any communication or intimation,
Identification Number. required to be served or delivered under this Act, shall be
266B. Allotment of Director Identification Number served or delivered under this Act through the electronic form
and authenticated in such manner as may be specified in
The Central Government shall, within one month from the receipt the rules;
of the application under section 266A, allot a Director Identification
Number to an applicant, in such manner as may be prescribed. (c) such applications, balance-sheet, prospectus, return,
register, memorandum of association, articles of association,
266C. Prohibition to obtain more than one Director Identification particulars of charges, or any other document and return
Number filed under this Act or rules made thereunder shall be
No individual, who had already been allotted a Director Identification maintained by the Registrar in the electronic form and
Number under section 266B, shall apply, obtain or possess another registered or authenticated, as the case may be, in such
Director Identification Number. manner as may be specified in the rules;
266D. Obligation of Director to intimate Director Identification (d) such inspections of the memorandum of association, articles
Number to concerned company or companies of association, register, index, balance-sheet, return or any
other document maintained in the electronic form, which is
Every existing director shall, within one month of the receipt of otherwise available for such inspection under this Act or rules
Director Identification Number from the Central Government, intimate made there under, may be made by any person through the
his Director Identification Number to the company or all companies electronic form as may be specified in the rules;
wherein he is a director.
(e) such fees, charges or other sums payable under this Act or
266E. Obligation of company to inform Director Identification rules made there under shall be paid through the electronic
Number to Registrar form and in such manner as may be specified in the rules;
(1) Every company shall, within one week of the receipt of intimation (f) the Registrar shall, register change of registered office,
under section 266D, furnish the Director Identification Number of alteration of memorandum of association or articles of
all its directors to the Registrar or any other officer or authority as association, prospectus, issue certificate of incorporation or
may be specified by the Central Government. certificate of commencement of business, register such
(2) Every intimation under sub-section (1) shall be furnished in such document, issue such certificate, record notice, receive such
form and manner as may be prescribed. communication as may be required to be registered or issued
Student Company Secretary 13 April 2007
Academic Guidance
or recorded or received, as the case may be, under this Act ter readable media as referred under section 610A of the
or rules made there under or perform duties or discharge Companies Act, 1956 (1 of 1956).
functions or exercise powers under this Act or rules made (4) The electronic-form shall be authenticated by the author-
thereunder or do any act which is by this Act directed to be ized signatories using digital signatures, as defined under
performed or discharged or exercised or done by the the Information Technology Act, 2000 (21 of 2000).
Registrar, by the electronic form, in such manner as may be (5) The Forms prescribed in Annexure A, when filed in physi-
specified in the rules. cal form, may be authenticated by authorized signatory by
(2) The Central Government may, by notification in the Official Ga- affixing his signature manually.
zette, frame a scheme to carry out the provisions specified under (ii) after rule 6, the following rules shall be inserted, namely: -
sub-section (1) through the electronic form: 6A. Section 159. Every company having a share capital shall file
Provided that the Central Government may appoint different dates the annual return with the Registrar together with the Form 20B.
in respect of different Registrar of Companies or Regional Directors 6B. Section187C. Every company shall file a return in the form 22B
from which such scheme shall come into force. with the Registrar of the declaration made to it in compliance of
610C. Power to modify Act in relation to electronic records section 153.
(including the manner and form in which electronic (iii) after rule 7A, the following rules shall be inserted, namely: -
records shall be filed) 7B. Section 220. - Every company shall file a balance sheet, profit
(1) The Central Government may, by notification in the Official Ga- and loss account and other documents with the Registrar together
zette, direct that any of the provisions of this Act, so far as it is with the Form 23AC.
required for the purpose of electronic record specified under sec- 7C. Section 211. Application to the Central Government for
tion 610B in the electronic form, modification in the matters to be stated in the companys balance
(a) shall not apply, in relation to the matters specified under sheet or profit and loss account shall be made in Form 23AAA.
clauses (a) to (f) of sub- section (1) of section 610B, as may 7D. Sub-Section (8) of section 212. Application for exemption from
be specified in the notification; or attaching the annual accounts of the subsidiary companies shall
(b) shall apply, in relation to the matters specified under clauses be made to the Central
(a) to (f) of sub section (1) of section 610B only with such Government in Form 23AAB.
consequential exceptions, modifications or adoptions as may
be specified in the notification: 7E. clause (c) of sub-section (2) of section 205. Application for not
providing depreciation shall be made to the Central Government
Provided that no such notification which relates to imposition of in Form 23AAC.
fines or other pecuniary penalties or demand or payment of fees or
contravention of any of the provisions of this Act or offence shall be (iv) after rule 10A, the following rule shall be inserted, namely:-
issued under this sub-section. 10AB. Section 295. Application for giving loan, providing security or
(2) A copy of every notification proposed to be issued under subsec- guarantee in connection with a loan shall be made to the Central
tion (1), shall be laid in draft before each House of Parliament, Government in Form 24AB.
while it is in session, for a total period of thirty days which may be (v) after rule 20A, the following rules shall be inserted, namely:-
comprised in one session or in two or more successive sessions, 20B. Section 621A. Application under section 166, 210, 394, 560 and
and if, before the expiry of the session immediately following the 621A of the Act shall be made to the Registrar of Companies in
session or the successive sessions aforesaid, both Houses agree Form 61.
in disapproving the issue of the notification or both Houses agree
in making any modification in the notification, the notification shall 20C. Every company shall file documents with the Registrar of
not be issued or, as the case may be, shall be issued only in such Companies under sections 18, 31, 44, 60, 77A, 488, 497, 509,
modified form as may be agreed upon by both the Houses. 516, 551 and 555 of the Act and rule 313, 315, 327, 331, 335 of
the Companies (Court) Rules 1959 and rule 10 of the Companies
610D. Providing of value added services through electronic form (Acceptance of Deposits) Rules, 1979 together Form 62.
The Central Government may provide such value added services 20D.section 620A; Application for declaration as nidhi company shall
through the electronic form and levy such fees as may be prescribed. be made to the Central Government in Form 63.
610E. Application of provision of Act 21 of 2000 20E.section 620A; Application for opening branch or branches by a
All the provisions of the Information Technology Act, 2000 relating nidhi company, pursuant to notification number GSR 555(E) dated
to the electronic records (including the manner and format in which 26th July 2001, shall be made to the Central Government in Form
the electronic records shall be filed), in so far as they are not 64.
inconsistent with this Act, shall apply, or in relation, to the records in 20F; - Applications for extension of time or exemption under section
electronic form under section 610B.. 58A(8) and information and explanation on reservations and
III. COMPANIES (CENTRAL GOVERNMENTS) GENERAL qualification contained in the cost audit report by a company under
RULES AND FORMS (AMENDMENT) RULES, 2006 section 233B(7) of the Companies Act, 1956 shall be made to
In exercise of the powers conferred by clauses (a) and (b) of sub- the Central Government in Form 65.
section (1) of section 642 read with section 610A of the Companies (vi) in rule 22, after the second proviso, the following proviso shall be
Act, 1956 (1 of 1956), the Central Government has vide notification inserted, namely:-
no. G.S.R. 56 (E) dated the 10th February, 2006 issued the Companies Provided also that, where application is filed through electronic
(Central Governments) General Rules and Forms (Amendment) Rules, media or through any other computer readable media, the user may
2006. choose any one of the following payment options namely, (i) Credit
Card; or (ii) Internet Banking; or (iii) Remittance at the Bank Counter
According to these amendment rules: or (iv) any other mode as approved by the Central Government. The
(i) after sub-rule (2) of rule 3, the following sub-rules shall be in- requisite fee as specified in the Companies (Fees on
serted, namely: - Applications) Rules, 1968 shall be payable through any of the
(3) The Forms prescribed in Annexure A to these rules may be accredited branches of the following Banks:
filed through electronic media or through any other compu- (a) Punjab National Bank
Student Company Secretary 14 April 2007
Academic Guidance
(b) State Bank of India of the receipt of information from the Directors to the Registrar of
(c) Indian Bank Companies in Form No. DIN-3 duly certified by a Company Secretary
in full time employment of the concerned company or by a Company
(d) ICICI Bank Secretary in practice along with fees as prescribed under Schedule X
(e) HDFC Bank of the Act. However, companies furnishing details of DIN
ANNEXURE A on or before June 30, 2007 shall be exempted from payment of fees.
Annexure A contains the text of e-Forms. For the text of new e- In the event of any change in the particulars of any Director as
Forms please visit CS Update section of our web-site stated by him/her in Form No. DIN-1, the Director concerned shall
You may also visit intimate such change to the Central Government in Form No. DIN-4
within a period of 30 days of the change. This form is to be filed
IV. COMPANIES (DIRECTOR IDENTIFICATION NUMBER) physically, duly signed along with copy of proof of changed particulars
RULES, 2006 duly certified. The certification can be done by any of the authorities
The Central Government has, pursuant to the provisions of sections authorized to certify proof of identity and proof of residence for purposes
266A, 266B & 266E of the Companies Act, 1956, notified of Form No. DIN-1. The concerned Director will also intimate such
the Companies (Director Identification Number) Rules, 2006, vide change to the company or companies where he is Director. No fees is
Notification No. G.S.R.649(E) dated October 19, 2006. These rules payable with Form No. DIN-4.
have come into force from November 01, 2006. The Central Government shall after due verification of changed
The salient features of the Companies (Director Identification particulars from the enclosed proofs,incorporate the said changes and
Number) Rules, 2006 (hereinafter referred to as Rules) are as under: inform the director by way of a letter issued by post or electronically
Every individual who is an existing Director or intends to be or in any other mode confirming the effect of such change in the
appointed as Director of a Company, is required to apply for Director electronic data-base maintained by the Ministry.
Identification Number (DIN) in Form No. DIN-1. These Rules and the relevant forms i.e. DIN, DIN 2, DIN 3 and
This application is to be made electronically through the portal on DIN 4, are available on the website of Ministry of Company Affairs
the website of the Ministry on which Form No. DIN-1 can be accessed.
A provisional DIN is generated by the system, which remains valid for V. THE COMPANIES (AMENDMENT) REGULATIONS, 2006
a period of sixty days. The applicant is then required to make a formal In exercise of the powers conferred by sub-sections (5) and (8) of
application to the Central Government for allotment of regular DIN section 25 and sub-section (2) of section 609 read with sub-section
within sixty days from the date on which provisional DIN is generated. (2) of section 610A of the Companies Act, 1956 (1 of 1956), the Central
For making the application, printout of Form No. DIN-1 is to be taken Government vide notifications no. GSR 157(E) dated 16.03.2006,
out, the photograph of the Director concerned is to be affixed in the GSR 497(E) dated 21.08.2006 and GSR No. 556(E) dated 14.9.2006
space provided, true copies of proof of identity and proof of residence issued The Companies (Amendment) Regulations, 2006, The
are to be enclosed and the form is to be physically signed in the space Companies (Second Amendment) Regulations, 2006 and the
provided. The photograph along with copies of proof of identity and Companies (Third Amendment) Regulations, 2006 respectively.
proof of residence are to be duly certified by any one of the following
authorities: According to these amendment regulations the applications/
documents/notices required to be sent under these regulations may be
a) Gazetted Officer of the Central or State Government; sent in electronic manner. Any certificate/licence/receipt required to e
b) Notary Public; given by Registrar of Companies may be given in electronic manner.
c) Chartered Accountant, Company Secretary, Cost & Works Ac- Every document which is required to be registered with Registrar
countant holding a certificate of Practice of Companies may be given in electronic manner.
d) Company Secretary in full time employment of the concerned Every document which is required to be registered with Registrar
company of Companies must bear valid digital signatures and should have unique
The application is then to be submitted to the Central Government number assigned to the document. The regulations provide validity to
[presently, MCA DIN Cell, PDIL Bhawan, Sector-1, A-14, Noida, Uttar online inspection facility.
Pradesh-201301] alongwith a fee of Rs.100/-. However, applications The regulations provide that :-
made before June 30, 2007 are exempted from payment of fees. 1. after Part E, the following shall be added, namely : -
Individuals who have obtained provisional DIN prior to the PART F
notification of the Rules, are allowed a period of sixty days from the
date of notification of the Rules to make an application to the Central Application, documents, licence, etc in the electronic manner.
Government for allotment of regular DIN. 27. Any application or document or notice or declaration or state-
The Central Government shall process the applications and ment required to be made or filed or furnished or sent or given,
communicate approval or rejection thereof within a period of one month as the case may be, by any person under these regulations may
from the receipt of such application. DIN allotted to individual(s) by also be made or filed or furnished or sent or given, as the case
the Central Government before the commencement of these Rules may be, in the electronic manner :
shall be deemed to have been allotted under these Rules. Provided that the provisions of this regulation shall not be applicable
The DIN allotted to a Director is valid for the life-time of such Director to the provisions of regulations 10 and 11 of Part C of these regulations.
and shall not be allotted to any other person during his life-time. 28. Any certificate, licence, receipt or endorsement required to be
A Director is required to intimate his DIN to the company or all given or granted or made or signed or acknowledged, as the case
companies wherein he is Director, in Form No. DIN-2, within one month may be, by Regional Director or Registrar of Companies, may
of receipt of DIN. Where DIN has been allotted to a Director by the also be given or granted or made or signed or acknowledged, as
Central Government before the commencement of these Rules, the the case may be, in the electronic manner.
concerned Director should, in such a case also, intimate the same to 29. Any document required or authorised to be registered, recorded
the company in Form No. DIN-2. Such intimation or filed by or with the Registrar of Companies under these
should be given within 30 days of the coming into effect of the regulations may be registered, recorded or filed by him in the
Companies (Director Identification Number) Rules, 2006. electronic manner, subject to the compliance of the requirement
Every company is required to furnish details of DIN within one week of regulation 18 of Part E of these regulations.
Student Company Secretary 15 April 2007
Academic Guidance
30. The register or index required to be maintained by the Registrar 2. Definitions
of Companies pursuant to these regulations may also be In these rules, unless the context otherwise requires,
maintained in electronic manner.
(a) Act means the Companies Act, 1956 (1 of 1956) ;
31. The inspection of documents registered, recorded or filed
with Registrar of Companies may also be made in electronic (b) Certifying Authority means a person who has been granted
manner through payment of fee in a manner as may be a licence to issue a Digital Signature Certificate under sec-
prescribed.. tion 24 of the Information Technology Act, 2000 (21 of 2000);
2. for regulation 19, the following shall be substituted, namely : (c) digital signature means authentication of any electronic
19(1) The following particulars shall be endorsed and maintained elec- record by a subscriber by means of an electronic method or
tronically or otherwise on every document registered, recorded procedure in accordance with the provisions of Section 3 of
or filed with the Registrar : the Information Technology Act, 2000 ;
(i the number assigned to the company in the Register of Com- (d) Digital Signature Certificate means a Digital Signature Cer-
panies maintained by Registrar in pursuance of subregulation tificate issued under sub-section (4) of section 35 of the In-
(1) of regulation 21 ; formation Technology Act, 2000 ;
(ii) a unique number assigned to the document ; and (e) e-Form means a form in the electronic form as prescribed
(iii) the date on which it is registered, recorded or filed. under the Act or rules made thereunder and notified by the
(2) Every endorsement referred to in sub-regulation (1) shall Central Government under the Act ;
(f) electronic record means, electronic record as defined un-
(i) be signed by the Registrar, and in such case, shall bear his der clause (t) of Section 2 of the Information Technology
official seal ; or Act, 2000 ;
(ii) be authenticated through a valid digital signature generated
by computer system, in case of electronic documents. (g) electronic registry means an electronic repository or stor-
(3) If the endorsement aforesaid cannot be conveniently entered into age system in which the information or documents are re-
on the document itself, ceived, stored, protected and preserved in electronic form ;
(a) in the case of a physical document, it shall be made on a (h) Electronic Mail (e-mail) means messages sent, received
separate sheet which shall be attached to the document with or forwarded in digital form via a computer-based communi-
a note regarding such attachment being made on the docu- cation mechanism ;
ment in question and signed by registrar; (i) Registrar means a registrar as defined under sub-section
(b) in the case of an electronic document, such endorsement (40) of section 2 of the Companies Act, 1956 ;
be authenticated through a valid digital signature generated
by computer system. (j) Registrars Front Office means an office maintained by the
3.(i) for regulation 25, the following shall be substituted, Central Government or an agency authorised by it to facili-
namely: tate efiling of documents into the electronic registry and their
25. (1) Any person who wishes to inspect a document registered, inspection and viewing ;
recorded or filed by or with the Registrar in pursuance of the Act, shall (k) web means the world wide web, as defined in the Informa-
apply to him for the purpose alongwith fee prescribed in that behalf tion Technology Act, 2000;
under clause (a) of sub-section (1) of section 610 of the Act. (l) website means a location connected to the Internet that
(2) The applicant shall be allowed to inspect the document, which do maintains one or more web pages ;
not form part of the electronic registry, only in presence of the (m) words and expressions used in these rules and not defined
Registrar or of a person authorised by him in this behalf, and only shall have the meaning respectively assigned to them in the
during office hours. Companies Act, 1956 and the Information Technology Act,
(ii) for regulation 31, the following shall be substituted, 2000 (21 of 2000).
namely : 3. Filing and Authentication in the Electronic manner
31 The documents registered, recorded or filed with the Registrar (1) Every e-form or application or document or declaration re-
electronically or documents which have been scanned and digitized quired to be filed or delivered under the Act and rules made
and form a part of the electronic registry shall be available for inspection thereunder, shall be filed in computer readable electronic
only in electronic manner on payment of fee as prescribed under clause form, in portable document format (pdf) and authenticated
(a) of sub-section (1) of section 610 of the Act. by a managing director, director or secretary or person speci-
fied in the Act for such purpose by the use of a valid digital
Provided that where documents are required to be filed on Non-
[Issued by the Ministry of Company Affairs, Published in the Gazette Judicial Stamp Paper, the company shall submit such documents
of India, Extraordinary, Part II, Section 3(i), vide GSR No. 557(E) dated accordingly in the physical form, in addition to their submission in
14.9.2006.] electronic form.
In exercise of the powers conferred by clause (a) of sub-section (2) Every managing director, director or secretary or person
(1) of sections 642 and 610B read with sections 610A and 610E of the specified in the Act for authentication of e-form, documents
Companies Act, 1956 (1 of 1956), the Central Government hereby or application, etc., which are required to be filed or delivered
makes the following rules, namely, under the Act or rules made thereunder, shall obtain a digital
1. Short Title and Commencement signature certificate from the Certifying Authority for the
purpose of such authentication and such certificate shall not
(1) These rules may be called the Companies (Electronic Filing and
be valid unless it is of Class II or Class III specification under
Authentication of Documents) Rules, 2006.
the Information Technology Act, 2000.
(2) The Central Government hereby appoints the 16th day of Sep-
4. Maintenance of Website
tember, 2006 as the date on which the provisions of these rules
shall come into force. The Central Government shall set up and maintain

Student Company Secretary 16 April 2007

Academic Guidance
a website or portal to provide access to the electronic registry; EXAMINERS OBSERVATIONS AND COMMENTS
(ii) as many Registrars Front Offices as may be necessary and DECEMBER 2006 EXAMINATION*
at such places and for such time as Central Government The December 2006 session of the Company Secretary Course
may determine from time to time, for filing of application e- Examination was held from 26th December, 2006 to 3rd January, 2007.
Forms, documents and applications, etc., viewing and The pass percentage for all papers both for Intermediate and Final Courses
inspection of documents in the electronic registry. have been compiled and given in Table A hereunder for the information of
5. Maintenance of Electronic Registry the students. Though the pass percentage showed good performance by
the candidates, yet some candidates were not able to clear the examination
(1) The Central Government, shall set up and maintain a secure due to various drawbacks in their answers. Therefore, it would be beneficial
electronic egistry in which all the documents filed for these candidates to know the general weakness/drawbacks in their
electronically shall be stored. The electronic registry so set answers. Although, it is not possible to give comments on each and every
up shall enable public access and inspection of such candidates answer scripts, some common drawbacks based on the
documents as are required to be in the public domain under comments and observations noted by the examiners have been culled
the Act on payment of the fees as prescribed under the Act and given paper-wise hereunder for information of the candidates so as
or the rules made thereunder. to enable them to overcome their deficiencies and improve their
(2) Every document or application or certificate or notice, etc., performance in the forthcoming examination.
required to be signed by the Registrar or an officer of the Table A
Central Government under the Act or rules made thereunder,
Statement Showing the Percentage of Candidates Passed in
shall be authenticated through a valid digital signature of December 2006 Examinations
such person or a system generated digital signature.
(3) The Registrar or the Central Government, as the case may Subjects Percentage of Candidates
be, may send any communication either to the company or Secured
its authorized representative, directors or both in the 40 to 49 % 50 % and
electronic manner for which the company shall create and marks above
maintain at all times a valid electronic address (e.g., E-mail, marks
user identification, etc.) capable of receiving and INTERMEDIATE COURSE
acknowledging the receipt of such communication,
automated or otherwise. 1 General and Commercial Laws 16.2 65.9
6. Issue of certificate, Approval, etc. in the Electronic Manner 2 Company Accounts and Cost 16.7 25.4
& Management Accounting
The Registrar or the Central Government shall issue certificate,
3 Tax Laws 17.7 37.0
licence, receipt, approval or communicate endorsement or
acknowledgement in the electronic manner : 4 Management Information 21.2 60.5
Systems and Corporate
Provided that where the Registrar or an officer of the Central Communication
Government, as the case may be, is not able to issue any certificate,
5 Company Law 19.4 60.6
licence, receipt, endorsement, acknowledgement or approval in
electronic manner for the reasons to be recorded in writing, he may 6 Company Secretarial Practice 22.0 52.7
issue such certificate, licence, receipt, or communicate endorsement, 7 Economic, Labour and 27.1 44.1
acknowledgement or approval in the physical form under manual Industrial Laws
signature affixing seal of his office. 8 Securities Laws and Regulation 21.7 53.6
1 Advanced Company Law and 54.0 23.1
Notification No. G.S.R. 93(E) Dated 20-2-2007 Issued by Ministry Practice
of Company Affairs. In exercise of the powers conferred by clauses
2 Secretarial Practice Relating to 28.2 57.4
(a) and (b) of sub-section (1) of section 642 read with sub-section (3) Economic Laws and Drafting
of section 205C of the Companies Act, 1956 (1 of 1956), the Central & Conveyancing
Government hereby makes the following amendment further to amend
the Investor Education and Protection Fund (Awareness and Protection 3 Secretarial, Management and 36.9 51.6
of Investors) Rules, 2001, namely: Systems Audit
4 Financial, Treasury and Forex 41.8 28.3
1. (1) These rules may be called the Investor Education and Pro-
tection Fund (Awareness and Protection of Investors)
Amendment Rules, 2007. 5 Corporate RestructuringLaw 31.1 58.5
and Practice
(2) They shall come into force on the date of their publication in
6 Banking and Insurance--Law 38.5 51.4
the OfficialGazette.
and Practice
2. In the Investor Education and Protection Fund (Awareness and
7 World Trade Organisation-- 30.0 57.1
Protection of Investors) Rules, 2001, in rule 7, in sub-rule (1), International Trade, Joint Vent-
clause (f), shall be re-lettered as clause (g) thereof, and before ures and Foreign Collaborations
clause (g) as so re-lettered, the following clause shall be inserted,
namely: 8 Direct and Indirect Taxation-- 46.1 43.8
Law and Practice
"(f) Proposals for setting up of institutional arrangements or
infrastructure for taking up programmes; projects and action plans Human Resource Management 39.7 45.6
and Industrial Relations
keeping in view the objectives and expenditure relating thereto,
including research and training activities. *Compiled from Examiners Report

Student Company Secretary 17 April 2007

Academic Guidance
INTERMEDIATE COURSE candidates. In part (b) many candidates could not recollect the various
formulae for arriving at the balance sheet figures. Only very few
1. GENERAL AND COMMERCIAL LAWS candidates could derive the amount of Long- term Loans being the
In this paper, the overall performance of candidates was just balancing figure. In Question No. 7(b) candidates showed their lack
satisfactory. The candidates displayed lack of knowledge in of knowledge in solving problem on marginal costing. Only very few
Constitutional Law. Relevant sections and case laws were not candidates could calculate the cash break-even point correctly. In
mentioned in majority of the answers. Candidates lacked in clarity of Question No. 8 (a) some candidates wrote the causes for divergence
thought and logical presentation while answering problem oriented between profit under cost accounts and financial accounts instead of
questions giving inadequate legal reasoning. Many answered practical the need for reconciliation profit under cost accounts and financial
questions without understanding them. Communication skills were also accounts. By and large majority of the candidates could prepare the
very poor. cash flow statement correctly.
The general performance in the Question No.1 was very poor. Candidates should have good exposure in solving practical
Candidates failed to quote the latest case law on the point. Many were problems so as to answer them precisely and with full confidence.
unaware of Article 22 dealing with preventive detention. Question No. Theoretical questions need to be made clear by virtue of presenting
2 was not attempted by many. Systematic and logical presentation them in the form of points as far as possible. It is essential to brush
was lacking. Majority could not answer Question No.3 correctly. up the elementary concepts of financial accounting, cost and
Question No.4 was more or less well attempted. The quality of answers management accounting. Candidates should do significant amount
written was equally good. The performance of the candidates in of practice in solving the practical problems. While solving practical
Question No.5 was not up to the mark. Most of the candidates failed questions the working notes should be shown as part of the answer.
to explain rule of reasonable construction in Question No.5 (a) and 3. TAX LAWS
specific performance of contract in Question No. 5(b). Answers written The performance of candidates was not satisfactory as only 54.7
to Question No.6 were very inadequate. Question No.7 was well percent of the candidates could secure 40 percent or more marks.
answered. Some candidates did exceedingly well writing good quality The answers to theoretical questions were general in nature and written
answers and giving proper legal reasoning. The answers written to without specific reference to the relevant provisions. Questions were
Question No.8 (a) was not up to the mark. Questions No.8 (b) and not solved with the required accuracy.
8(c) were explained in general way.
Question No.1 (a) was answered without the understanding of basic
Candidates are advised to prepare seriously for the examination. concept of calculating Income tax. In part (b) many candidates could
Along with study material, they should also read Bare Acts to have not understood salary for the purpose of valuation of perquisite. Most
thorough knowledge about the legal provisions. While dealing with of the candidates were not aware of the provisions of Section 153 and
problem oriented questions, quote relevant legal provisions and support section 11 of the Income Tax Act and hence could not answer parts
your answers by giving sound legal reasoning. Read Student Company (c) and (e). Candidates answered Question No.2 (a) very well. However
Secretary, Chartered Secretary and other professional journals to in part (c), candidates were not clear about the provisions of section
improve your communication skills as well as to keep yourselves 276C of the Income Tax Act. In Question No.3 (a) many of the
abreast of latest developments in the concerned area. candidates could not answer part (ii) where part of the block of the
2. COMPANY ACCOUNTS AND COST & MANAGEMENT assets was destroyed by fire and failed to arrive the written down
ACCOUNTING value. In part (b) some candidates gave wrong tax calculations.
Performance of majority of the candidates was not satisfactory. In Answers to Question No.4 showed lack of practice and knowledge of
many cases the elementary knowledge of accounting was severely provisions of Wealth Tax Act and some candidates could not provide
lacking. In theoretical questions, candidates showed their interest in the correct value of property as on 31.03.06 and solved the question
attempting straight questions and whenever there was a twist they as per the provisions of calculation of Income from house properties.
expressed their vulnerability and inability to tackle the issue. Candidates Majority of the candidates were not aware of the re-assessment and
could not fair well in attempting practical questions, whether in the settlement provisions in part (b). While answering Question No.5 very
nature of journal entries, consolidation of accounts, or in tackling few candidates were aware of the provisions of advance payment of
financial concepts like ratio analysis. Many candidates could not tax under the Income tax Act. Candidates could not give exhaustive
understand and appreciate the importance of working notes and some list of documents to be attached for obtaining entry-outwards in answer
had given the working notes at the end of the answer sheets and that to Question No.6 (b). Answers to part (c) showed lack of in-depth
too without any reference to any questions. knowledge of Central Sales Tax Act. In Question No.7 (b) candidates
could not explain the nature and purpose of countervailing duty and
In Question No.1(i) conceptual knowledge of the procedure for anti-dumping duty under Customs Tariff Act, 1975. In Question No. 8
issuing accounting standards was far from satisfactory. In part (v) some (b) candidates failed to determine the assessable value on the basis
candidates just showed format of the balance sheet without giving the of maximum retail price.
figures. In Question No 2(a) many candidates passed incorrect journal
entry for forfeiture of shares resulting which the amount to be transferred Hard work and in-depth study are required for getting good marks
to capital reserve was wrongly arrived. In part (b) purchase in professional examination and particularly in Tax Laws paper.
consideration was wrongly calculated by majority of the candidates. Relevant provisions of the concerned Act and case laws, wherever
In Question No. 3 though candidates could pass journal entries in required, may be quoted to score good marks. Candidates should
part(a) for issue of debentures, in part (b) many candidates could not also be well versed with the latest amendments in the subject.
prepare the minority interest, cost of control, unrealized profit on stock 4. MANAGEMENT INFORMATION SYSTEMS AND
etc. correctly due to which they failed to prepare the consolidated CORPORATE COMMUNICATION
balance sheet. In Question No 4(a) many candidates got confused to The overall performance of the candidates in this paper was
explain correctly the terms pre-operative expenses and preliminary satisfactory as 81.7% candidates secured 40 percent or more marks.
expenses. Some candidates narrated pre-operative expenses as This paper is divided into two parts A&B. PartA deals with
operating expenses. In part (b) by and large, candidates could compute Management Information System whereas Part-B deals with Corporate
the value of share by net asset method and yield method. In Question Communication. It has been observed in MIS portion of the paper that
No. 5, the theory questions especially the concept of social reporting majority candidates attempted standard questions, while questions,
and flexible budgeting were answered in a casual way. Even many which require creativity and knowledge, were not attempted.
candidates failed to evaluate the proposal using EOQ concept. In Candidates had shown lack of knowledge of basic technical concepts
Question No. 6 the merits of cost plus contract was not clear to many of information technology. This reflected inadequate preparation for
Student Company Secretary 18 April 2007
Academic Guidance
examinations, poor reading habits of reference books and lack of Question No. 7 was extremely poor as the answers were very vague
understanding of the questions. Corporate communication portion of and the term inadequate profit was not properly understood. In
the paper showed lack of grip of the candidates on the subject along Question No. 8, candidates did not discuss the relevant case of Foss
with poor language and presentation skill. v. Harbottle and a reference to Sections 106, 397 and 398 was not
The answers to Question No.1, on case study were attempted dwelt upon.
correctly by most of the candidates. Candidates performance to The candidates are advised to make an in depth study of the
application oriented Question No.2 (i) on conversion of traditional file Company Law study material. For better performance, reference to
system currently used in the company to a database system were the relevant sections and case laws should be made while answering
not satisfactory in most of the cases. Candidates answers to Question the questions. The candidates are also advised to update their
No.3 (a) to explain various computer related terms and on part 3(b) on knowledge continuously by referring to latest edition of standard text
Preparation of a note on the feasibility of mechanics and advantages books, economic dailies and other corporate journals.
of video conferencing for consideration of board of directors' were 6. COMPANY SECRETARIAL PRACTICE
satisfactory. Attempts to Question No.4 (a) on true and false statements
and 4(b) on short notes were up to the mark by the majority. In part-B The performance of the candidates in this paper was just
of the paper on Corporate Communication, answers were not well satisfactory. Candidates found lacking knowledge in drafting skills,
structured, brief, to the point and in correct English. Answers to provisions relating to e-filing and the Companies Act.
application oriented compulsory Question No.5 (a) on true and false In Question No.1 (a) relating to procedural aspect of incorporation
statements and 5(b) on corporate image were satisfactory. However, of companies was done fairly well but part (b) relating to drafting of
some candidates failed to support their answers with proper reasoning agenda aspect was not satisfactory. Most of the candidates gave
for true and false statements. Candidates performance in Question correct reasoning for need for redrafting but could not redraft the
No. 6 on comment on various statements were of average level. resolutions correctly while attempting Question No.2. In Question No.
Answers given by the majority candidates were of general nature. In 3, provisions regarding e-filing were missing otherwise attempted well
certain cases, answers were incomplete also. In Question No. 7(a) on by candidates. Few candidates wrote the answers in casual manner
writing a note by Human Resource Manager to Vice President of the showing lack of procedural aspects. Regarding Question No. 4, very
Company to Implement Health Related Ideas for the benefit of few candidates could answer to the provisions of Secretarial Standards
employee, candidates failed to justify reasons for setting up fitness issued by the ICSI. Drafting of the notices was not very satisfactory.
center in office premises. Few candidates did not use the right format Question No. 5 was well attempted by majority of candidates. While
for memo writing. Answers to Question No.7(b) on stress management answering Question No. 6, many candidates performed correctly on
were just satisfactory. Answers to Question No. 8 on distinction and the given issues. Part (a) of Question No.7 pertaining to provisions
short notes were also satisfactory. relating to auditors was attempted well by the candidates whereas
There is further scope to improve the performance in this paper. part (b) pertaining to provisions relating to sole-selling agents was far
MIS portion of this paper being technical one, expects from the from satisfactory. In Question No. 8, on short notes, candidates failed
candidates, in-depth exposure and proper understanding of the subject in answering topics relating to e-filing and defunct companies.
and precise answer to the question. In corporate communication portion Candidates are advised to keep themselves updated regularly by
of the paper, there is need to improve presentation skill with correct referring to the students company secretary, chartered secretary and
English and logical expression. To secure good marks in this paper, latest reference books. Candidates should meticulously study the
candidates are advised to focus on thorough reading of the subject by provisions of the Act and understand the meaning and the applicability,
referring to reference material and develop conceptual clarity and the sections. They are also advised to refer latest annual reports to
analytical ability for proper understanding of the subject. Candidates improve the drafting skills. Moreover, candidates should develop
are also advised to avoid reproducing the question, frame simple analytical ability in solving practical problems. As regards writing of
sentences of English, put up correctly the serial number of question answers in the examination hall, students are advised to read the
answered by them and start the answer to the new question from the questions twice and understand the requirements of the question. They
fresh page to avoid confusion to the examiner. should answer point wise with heading/sub-heading as per the
5. COMPANY LAW requirements of the question. Reference to respective provisions of
required Act/Guidelines alongwith case law are expected from the
The overall performance of students in this paper was satisfactory. candidates.
However, it was observed that some candidates exhibited lack of factual
knowledge and practical application of provisions of law. While 7. ECONOMIC, LABOUR AND INDUSTRIAL LAWS
answering, the relevant case laws and sections were not appropriately The overall performance of the candidates in this paper was just
quoted. Instead of the answers being precise and disciplined, at times satisfactory. In general, conceptual clarity was missing and many of
they were lengthy, vague and repetitive. the answers were not up to the desired level. In-depth knowledge of
Question No.1 was attempted satisfactorily except part (v) relating the provisions of various Acts especially Foreign Exchange
to deposits which was confused with Section 372A of the Companies Management Act, Trade Marks Act, Foreign Contribution Regulation
Act. Answers to Question No. 2(a) were very substandard as they Act etc. was also missing. Candidates wrote answers in general manner
without supporting the answers with relevant statutory provisions and
lacked conceptual clarity of red-herring prospectus and information
case law.
memorandum. Question No. 2(b) was answered fairly well. In Question
No. 3, the performance of the candidates was below average. Majority Answers to Question No. 1 was attempted satisfactorily by majority
of them did not attempt this question. The provisions of Section 210 of candidates, except parts (ii) and (iii) relating to principles governing
relating to Annual Accounts and Section 42 relating to membership of temporary injunction and powers of the RBI to compound
holding company were not clearly discussed while answering Question contraventions of foreign exchange transactions which were lacking
No. 3(a) and 3(c) respectively. The performance of the candidates in in substance. In Question No.2 most of the candidates adopted casual
Question No. 4 was good except part (b) where the answers were approach and wrote answers generally, without carefully understanding
found to be ambiguous and incomplete. Though Question No. 5 was the requirement of the questions. Further, many candidates could not
answered well by some of the candidates, as the question required cite the decided case laws as required in the question. In Question
practical application of Section 372A, many candidates could not No. 3(a) candidates failed to substantiate their answers with reference
perform up to the expected level. Answers to Question No. 6 were to provisions under FEMA. Answers to Question No. 4 were given in
very general and lacked in-depth knowledge of the provisions relating a satisfactory manner in light of the relevant statutory provisions of
to the appointment of sole-selling agents in part (a). Performance in Trade Marks Act, Copyright Act and Patents Act. Though the answers

Student Company Secretary 19 April 2007

Academic Guidance
to Question No.5 were satisfactory and logically correct, relevant case whom the copy of petition is to be sent in addition to the respondent.
laws could have given more weightage. In Question No. 6(a) candidates In Question No. 2(d) candidates could not comment on the concept of
could provide the main provisions of Public Liabilities Insurance Act, One Person Company. Candidates confused while answering
1991, however, in part (b) the provisions of the Environment Protection Question No. 3(i) i.e. responsibility of diligence on the directors. In
Rules 1986 for environmental clearance and location of industries Question No. 4(a), candidates were unaware about the contents of
missed the attention of the candidates. In Question No.7(a) candidates the object clause of the memorandum of association of a public limited
performed satisfactory in discussing personal policies, contract company. In Question No. 5(a) candidates could not explain the
apprenticeship and industrial discipline but in part (b) many failed to provisions regarding service of notice. The performance of candidates
answer to the given situation in the light of relevant statutory provisions in Question No. 6, was by and large satisfactory. In Question No.7(a),
and decided case laws. the concept of balanced board of directors was not very clear to the
Candidates are advised to read the requirements of the question candidates, as answers were given vaguely rather specifically. The
very carefully and reply accordingly addressing the relevant issues performance of candidates in Question No.8 was generally satisfactory.
therein. Candidates are expected to support their answers with relevant Candidates must develop precision in answering the questions, as
statutory provisions and relevant case laws particularly in problem sometimes they write everything they know about the topic rather than
solving questions. They are advised to continuously update their being to the point and specific. Candidates are advised to develop
knowledge to keep abreast of latest developments taking place by good knowledge of all the relevant sections of the Act and the decided
referring to Chartered Secretary, Student Company Secretary latest case laws to substantiate the answers. They are advised to update
edition of recommended textbooks on the subject and relevant journals. their knowledge continuously by referring to Chartered Secretary,
8. SECURITIES LAWS AND REGULATION OF FINANCIAL Student Company Secretary and other Corporate Journals.
Candidates in general showed lack of basic understanding of the LAWS AND DRAFTING AND CONVEYANCING
subject. It was observed that candidates were not thoroughly abreast The overall performance of the candidates in this paper was
themselves of the latest changes and amendments taking place in satisfactory as 85.6 per cent of the candidates could secure 40 per
the area. cent or more marks. However, in certain questions candidates lacked
Question No.1 on short notes candidates showed lack of knowledge practical application and analytical approach. Some candidates failed
on topics of securities audit and private equity fund. Further they had to quote relevant statutory provisions and cite relevant case laws to
shown only superficial knowledge about the concept of index futures. support their answers.
In Question No.2(a) candidates in general were not familiar about In Question No.1, the answers were based on general reasoning
the method of calculation of net asset value. While distinguishing and were not supported by relevant case laws. In some cases,
between American option and European option, they showed their candidates had scanty knowledge about legal provisions. The
unawareness in Part (c). In Question No.3(a) candidates could define performance in Question No. 2 was reasonably well. Most of the
par value of shares but there was a general lack of understanding candidates answered it correctly. Answers to Question No. 3 were
about the terms and conditions related to denomination of the shares. written fairly well. Most of the candidates performed well in this question.
In part (b) the performance of the candidates was satisfactory but only Majority of the candidates attempted Question No. 4 correctly and
a few had knowledge about the concept on stop loss and clearing. gave to the point answers. Question No. 5 was answered satisfactorily.
In part (c), the candidates were not able to explain the provisions of However, drafting skills were missing in some cases. Answers to
clause 49 related to audit committee. The overall performance of the Question No. 6, lacked clarity and precision particularly answers to
candidates in Question 4(a) was very poor as they were not familiar part (a) as regards drafting of memorandum of appeal which required
with credit rating symbols. Candidates were unaware of the penal originality in presentation and analytical application of mind. Answers
provisions for merchant bankers upon violation of SEBI norms on issue to Question No.7(a) for drafting tripartite agreement lacked clarity due
of securities while answering part (d). Question No.5(a) on changing to poor drafting skills. However, answers to parts (b) & (c) were
scenario of the Indian financial system was very well attempted by a attempted satisfactorily by most of the candidates. Answer to Question
majority of the candidates. In part (b) the candidates had knowledge No 8(a) for drafting specimen of irrevocable power of attorney was far
of the SEBI guidelines for rights issue but were unable to present the from satisfactory due to poor drafting skills and lack of knowledge. In
answers in a systematic way. Candidates were able to present the part (c) also for drafting specimen deed of surrender of lease the
norms for entry of non-banking finance companies into insurance contents were sketchy and unorganized.
business in Question No.6(a). Performance of the candidates in part
(c) was very poor as the candidates had little or no idea of the regulatory Candidates can improve their performance in this paper by
measures to promote investors confidence in the Indian capital market. concentrating on writing and drafting skills. They should refer to legal
Answers to part (d) was not satisfactory, there was a general lack of documents, suggested readings on drafting and conveyancing for
knowledge about the placement memorandum. In Question No.7(a), improving their performance. Answers to problem based questions
candidates did not show adequate knowledge of treasury bills. Part should be supported by relevant case law. Candidates are advised to
(b) of the question on investment criteria for a foreign venture capital write answers keeping into account requirements of the question and
investor was also very poorly answered. not on guess work.
This paper is subject to frequent and dynamic changes due to 3. SECRETARIAL, MANAGEMENT AND SYSTEMS AUDIT
amendments/developments in the securities market so candidates In this paper, the candidates exhibited reasonable academic
are advised to be well aware and update about these developments knowledge but lacked practical knowledge. Analytical ability was found
taking place to score good marks. missing in most of the answers.
In Question No.1, the answers furnished were fairly reasonable
FINAL COURSE except in part (c) and (d) relating to the role of Company Secretary in
1. ADVANCED COMPANY LAW AND PRACTICE practice with regard to intellectual property rights and WTO issues
and the skills required for a Company Secretary in setting up
The overall performance of the candidates in this paper was just professional practice respectively. In Question No. 2(b), candidates
satisfactory. The candidates showed lack of knowledge of the relevant showed lack of knowledge of the provisions in respect of audit checks
sections of the Act. Candidates were also unaware about the decided to be exercised by a company secretary in practice for issuing
cases to cite in the answers. certificates. In Question No. 3(b) while attempting the process for
In Question No. 1(ii) candidates were unaware about the parties to rematerialisation of securities, many relevant aspects were missing.

Student Company Secretary 20 April 2007

Academic Guidance
Majority of candidates were unaware of the features of SEBI (DIP) Question No. 4 was above average except part (c) which lacked in
Guidelines, 2000 with respect to green shoe option and the requirement depth knowledge of the principle relating to alteration of date in the
of stabilizing agent in Question No. 3(c). Satisfactory answers were scheme of amalgamation. In answering Question No. 5 (a) and (c),
given for Question No. 4, as regards management audit, financial audit satisfactory knowledge was manifested but in part (b), the candidates
and operational audit. Only few candidates attempted Question No. 5, wrongly answered the question by stating that there were no fetters to
and candidates who attempted this question did not answer upto the further acquisition of shares. In Question No. 6, the performance in
expected level. By and large satisfactory answers were given with part (b) and (c) was fairly well but performance in part (a) was
respect to Question No. 6, but majority of the candidates were not disappointing as the candidates failed to explain the exceptions for
comfortable in part (a) as regards definitions of certain terms with the concept of willing buyer and willing seller as regards valuation of
reference to Cost Audit (Report) Rules, 2001. Question No.7, was shares. Answers to Question No. 7 were unstructured and without
reasonably well answered as regards system audit. conceptual clarity. Though Question No. 8 was performed well by the
Candidates are advised to maintain indepth understanding and candidates, some of them failed to draft proper resolutions for approving
clear conception of the subject before appearing for examination. buy-back of shares.
Candidates need to remain updated with the changes in SEBI Candidates are advised to follow an analytical approach while
Guidelines. Candidates are advised to have practical knowledge of answering the questions. Recent case laws and statutory provisions
the subject by referring the latest annual reports of good companies wherever relevant, should be incorporated in the answers. Mentioning
and financial dailies. Apart from this, the candidates should constantly the related rules, sections, forms, competent authority etc. will help in
update their knowledge by reading Chartered Secretary and other securing better performance. Candidates should update their
corporate journals, and accessing the websites of various regulatory knowledge by referring SEBI updates, Chartered Secretary, Student
bodies like MCA, SEBI etc. Company Secretary and other corporate journals.
Though candidates in general showed satisfactory performance in Candidates in general lacked knowledge of the precedents on the
this paper, had they worked in a systematic manner their performance subject. Some wrote irrelevant details to fill more pages of answer
would have been better this time. books. It was observed that candidates did not study the subject
Question No.1 being theory, was very well attempted by majority thoroughly to abreast themselves of the latest changes and
of the candidates. Candidates showed below average performance in amendments taking place in the law.
Question No.2 as only a few of them could prepare the projected
Being practical question candidates faired well in Question No.1
working capital requirements. Detailed working notes were missing in
but in part (i), many candidates were unable to calculate net working
most of the answers. In part (b) calculation of standard deviation and
capital correctly. Some candidates lacked analytical skills while
co-efficient of variation missed the attention of the candidates. Most
answering this question. In Question No.2 except part (iii) relating to
of the candidates failed to answer Question No.3(a) correctly as they
were unaware of the correct application of the formula. Similarly, in non-legal remedies for improving the recovery management by banks,
part (b) they found difficulty in calculating the P/E ratio at which dividend all other parts were well answered. Very few candidates attempted
policy would have no effect on the value of the share. In Question part (iv) of Question No.3 relating to truncated cheque and even those
No.4 the performance of the candidates was found to be very good. who attempted to answer this part had only a vague idea of the same.
Almost all the parts were well attempted except part (b) relating to In Question 4(a)(iv) many candidates could not elaborate about the
caps and collars, in which the candidates presented very vague 5Cs and 3 Rs related to banking. Question No.5(a) and (c)(iii) were
thoughts. Very few candidates who attempted Question No.5 were not satisfactorily answered by the candidates. In part (d) the candidates
able to answer correctly. Majority of the candidates showed lack of had knowledge of the insurance industry but were unable to give the
understanding about capital budgeting. Part (a) of Question No.6 on reasoning to present the answer satisfactorily. In Question No.6(a)
calculation of leverages, was answered correctly by almost all the candidates were able to present the perils covered under the standard
candidates. But in parts (b) and (c) their performance was relatively fire and special perils policy and in part (b) candidates could
poor as candidates were found lacking in analytical skills and were in comfortably present the rights and duties of an agent. In Question
doubt about the concepts. Question No.7 on writing notes on different No.7 (iv) candidates found confused relating to the types of marine
topics was well attempted by the candidates and their performance in policy. Only few candidates could attempt Question No.8(iii) relating
this question was very good. to credit derivatives.
Candidates are advised not to restrict themselves to the study This being a dynamic subject attracting many amendment/changes
material only. They should also refer to standard text books and in banking as well as insurance, candidates are advised to be well
financial dailies and have thorough understanding of the subjects for aware and update about the latest developments taking place in this
conceptual clarity. They are also advised to practice practical problems arena.
(numerical) relating to topics on financial management, forex and
treasury management to enhance their analytical skills for scoring 7. WTO INTERNATIONAL TRADE, JOINT VENTURES AND
5. CORPORATE RESTRUCTURING LAW AND PRACTICE Candidates in this paper performed well. However, some candidates
were not able to display the requisite skills and conceptual clarity
The overall performance of the candidates in this paper was
expected at final level.
satisfactory except certain areas which required reference to relevant
sections of the Act and Regulations of SEBI. Practical approach to Overall performance in Question No.1 was good. Candidates could
theoretical concepts and reasoning was found missing in the answers not correctly fill the table in Question No.2(a) to highlight the trading
given by some candidates. blocks representing differing levels of regional integration. Answers to
Question No. 1 was attempted satisfactorily by majority of the Question No.3 were attempted well. Candidates displayed the requisite
candidates. By and large the performance in Question No. 2 was good, skills to deliver satisfactory answers. In Question No.4(a) candidates
barring few candidates who were not well versed with the general knowledge of the GATS was far from satisfactory. In answers to
obligations under the SEBI (Substantial Acquisition of Shares and Question No.5(c) candidates failed to highlight the conduct test and
Takeovers) Regulations, 1997. Question No. 3 was answered in an performance test in addition to the structural test. Candidates could
average manner but the candidates did not cite the relevant case laws give short answers in a satisfactory manner for Question No.6. Lack
and sections of the Act. Performance of most of the candidates in of drafting skills were noticed in answers to Question No.7(b) for drafting

Student Company Secretary 21 April 2007

Academic Guidance
technology transfer agreement. Many candidates specifically answered Candidates are advised to read the questions carefully and answer
Question No.8 (a) citing with reasons whether the given statement is as per the requirements of the question. They should avoid writing
correct or incorrect. irrelevant provisions. Case laws may be mentioned wherever required
Candidates are advised to have clarity of concepts and legal while answering the questions. Moreover the practical problems should
developments taking place in international scenario as regards WTO, be solved according to the latest provisions applicable for the
International Trade etc. examination.
Candidates by and large performed fairly in this paper as 89.9
percent of candidates could score 40 percent or more marks. However The performance of the candidates in this paper was average.
in many cases lack the knowledge of relevant case laws and legal Candidates did not display adequate knowledge of the subject. In
provisions of the concerned Acts were noticed. Some candidates Human Resource Management portion (Part A), the candidates had
resorted to answer the theoretical questions in a general way. performed comparatively better than Industrial Relations (Part-B).
In Question No.1(a), as regards domestic company and foreign Though majority of the candidates gave satisfactory answers to
company only few candidates could attempt the question and many theoretical questions, the application of legal provisions in practical
candidates misunderstood the question from company law angle. In questions was not found satisfactory.
part (b), some candidates failed to calculate the total income of Question No.1 was attempted well by majority of the candidates.
company. In Question No.2, the fringe benefit tax liability and wealth The quality of answers written as well as the presentation was good.
tax liability of companies were not explained correctly. In Question The performance in Question No.2 and 3 was average. Many
No.3(i), many candidates mistaken the annual information return as
attempted Question No.4 displaying satisfactory performance. In
regular return under section 139 of the Income Tax Act and in part (ii)
revision of order was explained under section 264 instead of under Question No.5 answers written by majority were not up the mark.
section 263 of the Income Tax Act. In Question No.4(a), generally Question No.6 though attempted by majority, performance was fairly
candidates could not state correctly the exception to the rule of duty satisfactory. In Question No.7 and 8, the performance was average
payable on removal under Central Excise Act. In part (b) many and the candidates lacked in knowledge about relevant legal provisions.
candidates failed to highlight the provisions of section 12 of Customs Candidates are advised to read the study material along with
Act to levy customs duty. Many Candidates were not properly aware suggested readings so as to have adequate knowledge about the
of the taxable services of Company Secretaries in Question No.5(a) subject. They should read Bare Acts and latest case laws to have
and of section 14A & 14AA of the Central Excise Act. In Question 6(a)
knowledge about the legal provisions as well the knowledge of the
provisional assessment under Central Excise Act was asked but many
latest judicial decisions. Besides, they should read Chartered Secretary
candidates wrote about provisional assessment under Customs Act.
The CENVAT provisions were explained properly in Question No. 7(a) and Student Company Secretary and other professional journals to
but part (b) and (c) were answered casually without giving brief reasons keep themselves abreast of the latest developments on the subject.
for admissibility. In Question No.8 (iv), many candidates could not Candidates should write to the point answers and lay emphasis on
give correct answer while substantiating the given question. improving presentation skills to score more marks.


In a path-breaking initiative, the Council of The Institute of Company Secretaries of India has decided to empanel
Private Coaching Centres for conducting the Oral Coaching Classes for the students undergoing CS Course on
behalf of the Institute. At present, the Institute is conducting the Oral Coaching Classes on its own through its
Regional Councils/ Chapters/ Satellite Chapters.
This landmark decision will undoubtedly have a far reaching impact on the entire Oral Coaching System under
the Company Secretaryship Course and it provides a golden opportunity to reputed Coaching Centres in the private
sector to get associated with one of the premier professional institutes in India constituted under Company Secretaries
Act, 1980, functioning under the administrative jurisdiction of Ministry of Company Affairs, Government of India.
The Institute invites applications from interested institutions for conducting Oral Coaching Classes for CS Students
under the aforesaid Scheme. The Regional Councils/ Chapters/ Satellite Chapters of the Institute scattered all over
India have been authorized to scrutinize and forward the applications to Headquarters after preliminary assessment
of infrastructure, etc. in the respective areas along with their recommendations. For format of application, comprehensive
guidelines and modus operandi of the Scheme, please visit the Institutes website OR send an
application directly to:-
Shri Sohan Lal, Joint Director
The Institute of Company Secretaries of India
ICSI House
22, Institutional Area , Lodi Road, New Delhi 110 003

Student Company Secretary 22 April 2007

Legal World
Decision: Appeal allowed.
LEGAL WORLD Reason: If the proceedings were for winding up the industrial
Compiled by T.K.A. Padmanabhan, FCS, Advocate, New Delhi. company or for execution, distress or the like against any of the
properties of the industrial company or for the appointment of a receiver
CORPORATE LAWS in respect thereof no suit for the recovery of money or for the
enforcement of any security against the industrial company would lie.
The suit filed did not come under any such category and therefore the
LW(S) 19.04.2007 objection of the respondent had to be rejected. The appellant was
AHMEDABAD ELECTRICITY CO. LTD. v. SANGHI SPINNERS merely seeking a declaration with no consequential relief; therefore
(INDIA) LTD. [(2007) 74 SCL 95 (AP)] S.Ananda Reddy, J [Decided the order of the lower court was liable to be set aside the suit was to
on 06.06.2006] be numbered.
Companies Act, 1956-Section 433- Winding up Petition filed
by company secretary No authorization from the company- LW(S) 21.04.2007
whether petition is maintainable- Held, No AASIA PROPERTIES DEVELOPMENT LTD. v. JUHU BEACH
Brief facts: The petitioner company filed a petition seeking a RESORTS LTD. [(2007) 74 SCL 153 (CLB)] S.Balasubramanian,
winding up order against the respondent company, through its company Chairman. [Decided on 19.09.2006]
secretary, on the ground that the respondent company had become Companies Act, 1956-Sections 293, 397 and 398- Company
commercially insolvent. The respondent company denied all the entering into management contract with hotel chains- Whether it
averments/ allegations made against it and instead challenged the tantamounts to selling of the business- Held, No. Whether
maintainability of the petition on the ground that the company secretary shareholders approval is necessary for entering into such
who represented the petitioner was not authorized to represent the contracts- Held, No.
company for filing the company petition, as well as to give evidence. Brief facts: The respondent company was incorporated as a private
Decision: Petition dismissed. limited company. Two groups viz. S group and R group held one-third
Reason: As per section 291, the board of directors of a company and two-third of the share capital respectively. During the course the
shall be entitled to exercise all such powers and to do all such acts respondent company entered into management contract with hotel
and things, as the company is authorized to exercise and do. Rule 21 chains. As disputes arose as to the management etc. of the respondent
of the Companies (Court) Rules, 1959 provides that every petition company the petitioner, having one-third holding filed a petition before
shall be verified by an affidavit, made by the petitioner or by one of the the CLB alleging various acts of oppression and suppression, interalia,
petitioners, and in the case of a body corporate by a director, secretary that management contracts entered with hotel chains are to be declared
or other principal officer thereto. While considering the power to as null and void since shareholders approval was not obtained by the
institute suits or legal proceedings on behalf of the company, it was company. This issue is digested in this case.
held by the Delhi High Court in Nibro Ltd. v. National Insurance Co. Decision: Allegation dispelled.
Ltd. (1991) 70 Comp. Cas.388, that a director, as an individual director, Reason: As regards the petitioners allegation that the company
has no power to act on behalf of the company. He is only one of a could not have entered into a contract with the hotel chains without
body of directors, called the board, and alone has no power, except the approval of the members in a general meeting, as in terms of
such, as may be delegated to him by the board or given to him by the section 293 (1) (a) the approval of the share holders is necessary, the
articles. provisions of section 293 are attracted only in cases of sale, lease or
In the instant case, admittedly, no document showing that there otherwise disposal of an undertaking. In hotel industry, it is common
was any board resolution of the petitioner company authorizing the to enter into a management contract with the reputed international
company secretary to file the company petition was filed. Except stating hotel chains, which uses its expertise in manning and managing the
that he was having the authorization, the company secretary had stated hotel for an agreed consideration as management fees. The entire
nothing about the maintainability of the company petition. Even when revenue accrues to the company. The property does not vest in the
it was suggested, when he was in the witness box, he did not produce hotel chain. Therefore, in such contracts, no sale or lease is involved
any document showing that he had the authority to institute the to apply the provision of section 293(1)(a). From the balance sheets
company petition, as well as to depose. In the absence of such of the company for the past two years it was found that the hotel had
evidence, there was no other option except to take a view against the done exceptionally well under the management contract, which enabled
petitioner, that the company petition was instituted by a person who the company to declare handsome dividends. Except expressing an
was incompetent to institute the same. apprehension that by that contract, the respondents might be siphoning
In that view of the matter, it was not necessary to go into the merits of funds of the company, no other instances of mismanagement were
of the matter and decide other issues. Accordingly, the company petition alleged, except that certain statutory records were not maintained
is dismissed as not maintainable. properly. Insofar as the allegation, that the petitioner was not allowed
access to records of the company, was concerned, from the documents
LW(S) 20 .04.2007 attached with the petition itself, it was found that the petitioner had
JEEVANLAL RANCHHOD DAS TANK v. KILLICK NIXON LTD [(2007) been repeatedly asking for information and on every occasion, the
136 Comp Cas 158 (Bom)] D.G.Deshpande J. [Decided on 5.05. company had provided the same.
2005] LW(S) 22.04.2007
SICA- Section 22- Civil suit for declaration filed against the PEERLESS GENERAL FINANCE AND INVESTMENT CO. LTD. v.
company- Trial court demanded court fee on the amount involved PODDAR PROJECTS LTD. AND ANOTHER [(2007) 136 Comp
in the document- Appeal filed against the trial courts order- Cas160 (Cal)] Ashim Kumar Banerjee, J. [Decided on 2.08.2005]
Company objected on the ground that it was under the BIFR-
Whether the appeal is maintainable- Held, Yes. Companies Act, 1956- Sections 108, 111A and 394-
Amalgamation of companies- Transfer of shares held in the name
Brief Facts: Appellant filed a suit for declaration against the of the amalgamating company in the name of the amalgamated
respondent in respect of a document. The court directed the appellant company- Appellant company refused the transfer of shares in
to pay court fees on the basis of amount involved in the document. the name of the amalgamated company on the ground that there
The appellant appealed challenging the demand of court fee. In the was no share transfer deed accompanying the share certificates-
appeal the respondent company raised an objection that since it had Whether transfer of shares due to amalgamation requires share
gone to the BIFR the appeal is not maintainable. transfer deed- Held, No.
Student Company Secretary 23 April 2007
Legal World
Brief facts: A company PU held shares in the appellant company. reduction in the number of such odd/fractional lots in terms of Article
Under a scheme of arrangement sanctioned on August 19, 1997, a 29(a) of the AoA. The petitioners moved the CLB praying for directions
part of the business division of PU was transferred to PP, which included to the company to register the shares in their name.
the shares in the appellant. On September 3, 1999,PP sold the shares Decision: Petition allowed.
to the second respondent, V. The advocate for V lodged the shares Reason: Article 29(a) stipulates that transfer of shares shall be
with the appellant for registration on November 12, 2001. On January allowed and registered only in marketable lots of 100 or in multiples
9, 2002, the appellant refused rectification and intimated this. On thereof, or in such other lots as may be agreed to with the Stock
September 3,1999, PP sold the shares to the second respondent, V. Exchange, provided that transfer of shares in odd/fractional lots may
The advocate for V lodged the share with the appellant for registration be allowed for the purpose of facilitating consolidation of such lots into
on November 12,2001. On January 9, 2002, the shares were again marketable lots or the transfer in effect reduces the number of such
lodged for registration on behalf of PP, rectification was refused by the odd/fractional lots holdings. It has to be further borne in mind that the
appellant on August 27, 2002. In none of those refusals did the memorandum and articles of association having been adopted in the
appellant assign any reason in detail. PP and V moved the Company year 1971,article 29(a) dealing with registration of transfer of shares
Law Board under section 111A of the Company Law Board the appellant only in marketable lots of 100 shares or in multiples thereof, came to
disclosed so that rectification was refused because no application for be incorporated much prior to the introduction of provision of section
registration of transfer was made either by transferor or by transferee, 111A with effect from 20.09.1995. Furthermore, the stand of the Bank
the transfer deed was not delivered in terms of section 108(1A), the that each of the petitioners must re-lodge the transfer instruments in
transfer in favour of V was in violation of the Securities Contracts terms of article 29(a) is not in consonance with the provisions of section
(Regulation) Act, 1956, the transferee was not a desirable person and
111A. Any restriction on free transferability of shares, which would
proper cancellation of stamp was not made. The Company Law Board amount to negation of the provisions of law, and therefore, cannot be
directed the appellant to register the original shares in favour of PP.
binding as held in Kinetic Engineering Limited v. Sadhana Gadia &
The appellant company appealed to the High Court. Ors, (1992) 74 Comp Cas 82 (CLB).
Decision: Appeal dismissed. A shareholder of a public company has every right to decide the
Reason: On a careful reading of the relevant sections and the number of shares which could be transferred out of his total holding
decisions cited, I am of the view that the order of sanction of and therefore, no restrictions can be imposed on any shareholder in
compromise as in the present case although binding between the class respect of number of shares which could be transferred or sold by
or persons being the shareholders of Udyog and shareholders of Project such a shareholder. If the practical difficulties put forth by the bank in
once the same was effected and implemented by filing the certified registering the impugned transfers were taken cognizance, the same
copy with the Registrar the process was complete. Sub section (2) of would amount to circumventing the letter and spirit of the provisions of
section 111A clearly provides that shares in public companies are freely section 111A.
transferable. When shares are freely transferable between the In view of the above, the bank is hereby directed to register the
transferor and transferee the company has nothing to do with the same impugned transfers in the name of the petitioners.
in the case of sanction of scheme by court. The company is only
obliged to record such rectification once the shares are lodged with
them. They are to see that the person who is lodging the shares is the
lawful person to do so. Hence, by way of arrangement when shares LW(S) 24.04.2007
of Udyog came to Project, Peerless did not have anything to oppose S.M.S. PHARMACEUTICALS LTD. v. NEETA BHALLA [(2007) 74
on that score. They were to record such transfer by rectifying their SCL 187 (SC)] S.B.Sinha & Markandey Katju, JJ. [Decided on
shareholders register. It is true that initial lodgment does on behalf of 20.02.2007]
Vijaya was irregular. However, the second lodgment was perfect in Negotiable Instruments Act,1881- Section 141- Cheque
law and Peerless did not have any plausible reason to refuse such dishonour by a company- Vicarious liability of the director-
registration on the plea that there must be further compliance with Discharge of director against whom no allegations were made in
section 108 by lodging the relevant transfer deed duly executed by the complaint- Whether to be discharged- Held, Yes.
Udyog in favour of Project. In my view, when the second application Brief Facts: Direct Finance and Investment Ltd (DFIL) had accepted
was made by Project to record such transfer Peerless was obliged to a deposit of Rs.2 crores from the appellant company, repayable after
record such transfer and their refusal on the ground of non compliance the expiry of 15 days with interest of 25 per cent per annum thereon, as
of section 108 was not tenable and the Company Law Board was right per the promissory note executed by its Managing Director (accused
in rejecting such plea. In my view, such application although in technical No.2). Respondent No.1 was director of DFIL. Upon expiry of the period
sense was an application under section 108(2) second proviso read of deposit, the accused company, represented by its managing director,
with section 109. The same was nothing but intimation to the company allegedly issued cheques for a sum of Rs.2 cores, as also for interest.
of the scheme of compromise so that the company could rectify their The cheques issued for interest were dishonoured, due to insufficiency
register. The documentation contemplated in section 108 is not of funds. The appellant filed complaint petition against the company, its
required to be done and such plea of Peerless was not tenable and managing director, Respondent No.1, as also another director.
the company Law Board rightly rejected the same. Respondent No.1 filed petition for discharge, but the Trial Judge
LW(S) 23.04.2007 dismissed it. The Sessions Judge also dismissed a revision petition
filed there against by her. On further application, the High Court, however,
held that no case had been made out for issuance of any summons
C.P.No. 443, 444, & 476 of 2006. K.K.Balu, Vice Chairman. [Decided against Respondent No.1 as the allegations contained in the complaint
on 05.01.2007] petition against her were vague and indefinite and did not satisfy the
Companies Act, 1956- Section 11A- Share transfer- Grounds requirements of law, as contained in section 141; and discharged her.
of refusal- Odd lot shares submitted for transfer- Bank refused to Aggrieved against the said judgment, the appellant company appealed
transfer relying on its AoA- Whether permissible- Held, No. to the Supreme Court.
Brief Facts: Three petitions were disposed of under this common Decision: Appeal dismissed.
judgment. Three petitioners lodged odd lot shares [217,350 and 150] Reasons: Section 141 does not say that a director of a company
with the respondent company for transferring the same in their name. shall automatically be vicariously liable for commission of an offence
The company refused to transfer on the ground that the transfers being on behalf of the company. What is necessary is that sufficient
in odd lots could be allowed only if they facilitate consolidation of odd/ averments should be made to show that the person, who is sought to
fractional lots into marketable lots, or the transfers should facilitate be proceeded against on the premise of his being vicariously liable for
Student Company Secretary 24 April 2007
Legal World
commission of an offence by the company, must be in charge of and
shall also be responsible to the company for the conduct of its business.
The liability of a director must be determined on the date on which
the offence is committed. Only because respondent No.1 was a party
to an offence is committed. Only because respondent No.1 was a
party to a purported resolution dated 15-2-1995, it, by itself, did not
lead to an inference that she was actively associated with the
management of the affairs of the company. The averments must state
that the person, who is vicariously liable for commission of the offence
of the company, was in charge of and was responsible for the conduct
of the business of the company. Requirements laid down therein must
be read conjointly and not disjunctively. When a legal fiction is raised,
the ingredients therefore must be satisfied.
If the complaint petition was read in its entirety, the same would
show that the only person, who was actively associated in the matter
of obtaining loan, signing cheques and other affairs of the company,
which would lead to commission of the alleged offence, was accused
No.2. By reason of the purported resolution dated 15-2-1995,
whereupon strong reliance had been placed by the appellant, only
accused No.2 was authorized to do certain acts on behalf of the
company. The cheques were issued on 15-8-1996, i.e. after a period
of 17 months from the date of the said resolution. As was evident
from the averments made in the complaint petition, the cheques
represented the amount of interest payable for a total period of 15
days only, calculated at the rate of 25 percent per annum on the amount
of deposit, viz., Rs. two crores.
The High Court had gone in to the matter at some length. The
High Court found that the resolution, by itself, did not constitute an
offence, even assuming that the same bore the signature of
Respondent No.1, although the genuineness thereof was disputed.
On a plain reading of the averments made in the complaint petition,
the statutory requirements, as contemplated under section 141, were
not satisfied.


The students are informed that the following Sections of the
Competition Act, 2002 are applicable for June, 2007 examination:
Short Title, Extent and Commencement (Section 1), Definitions
(Section 2) Establishment of Commission (Section 7) Composition
of Commission (Section 8), Selection of Chairperson and Other
Members (Section 9), Terms of Office of Chairperson and Other
Members (Section 10), Resignation, Removal and Suspension of
Chairperson and other members (Section 11); Restrictions on
Employment of Chairpersons etc. (Section 12), Financial and
Administrative Powers of Member-Admininstration (Section 13)
Salary etc. of Chairperson and Other Members (Section 14),
Vacancy etc. not to invalidate proceedings of Commission (Section
15) Appointment of Director General (Section 16), Registrar and
Officers of Commission (Section 17), Benches of Commission
(Section 22), Distribution of Business of Commission (Section 23),
Appearance before Commission (Section 35), Competition
Advocacy (Section 49), Finance, Accounts and Audit (Sections 50,
51, 52 and 53), Miscellaneous (Section 54, 55, 56, 57, 58, 59, 60,
61, 62, 63 Section 64 and 65.
Students are advised to refer these Sections if any question is
posed on the Competition Act, 2002. A comparison of the provisions
of the MRTP Act, 1969 and the provisions of the Competition Act,
2002 is desirable to highlight the changes inserted by the
Competition Act, 2002.
Since all the Sections of the Competition Act, 2002 have not
come into force till now, the students may refer to provisions of
MRTP Act, 1969. However, credit will be given to the students if
they also refer the provisions of the Competition Act, 2002, while
answering the question based on MRTP Act, 1969.

Student Company Secretary 25 April 2007

Student Services
10.05.2007. Simultaneously, the Admit Card Extracts would also be
STUDENT SERVICES uploaded on the website of the Institute viz.
All the students are hereby advised to carefully check up the
REGISTRATION AND POSTAL TUITION particulars viz. Name, Centre, Medium, Group, Exemptions granted,
etc. shown in the Admit Card Extracts which are available on the
website of the Institute. If they come across any discrepancy, it should
Registration of students registered upto and including May, 2002 at once be brought to the notice of Mr. T P Balasubramanian,
stands terminated on expiry of five-year period on 30th April, 2007 Administrative Officer for verification/ rectification.
leading to the following immediate consequences : While the requests for duplicate Admission Certificates are promptly
(a) Supply of Student Company Secretary bulletin will be being attended to by the Headquarters, students may, as per their
discontinued from May, 2007 onwards. convenience, also download Admit Card Extract from the website of
the Institute which alongwith the Student Identity Card issued by the
(b) Response sheets will not be accepted even if submitted and
Institute would be equally valid for appearing in the CS Examinations.
coaching completion certificates will not be issued (after the
expiry of registration period). Alternatively, the students may approach Regional /Chapter/
(c) They are advised to apply for registration de novo/extension Satellite Chapter Offices for issue of duplicate Admission Certificates
of registration as per the guidelines published in this from 28th May, 2007 onwards.
(Students whose registration was valid upto 28th February, 2007 (a) The paperwise exemption is granted only on the basis of
are, however, eligible to appear in June, 2007 examination without specific request received in writing from a registered stu-
seeking extension of registration / registration de novo subject to dent along with the attested photocopies of marks sheets
fulfilling other requirements laid down in the regulations.) for all parts of the Degree/examination (on the basis of which
2. CHANGE OF ADDRESS the paperwise exemption is sought) and the exemption fee
Change of address, if any, should be intimated to the Institute by @ Rs. 100/- per paper. It is one time payment and not to be
sending a separate letter in this regard. While intimating the change in remitted for availing of paper wise exemption in every ses-
their mailing address, the students are advised to invariably quote the sion of examination during the validity of registration period.
PIN CODE number alongwith the student registration number, name (b) The application for claiming paperwise exemption must reach
and full postal address with city, state in capital letters. the Institute on or before the last date for submission of en-
rolment application i.e. 25th March and 25th September for
PIN CODE is required to be mentioned for quick delivery of the June and December examinations respectively and with a
mail. Students may, therefore, check up the computerised mailing late fee of Rs. 100/-, the application can be accepted upto
address as printed on the Student Company Secretary bulletin. 9th April and 10th October respectively.
In case, it does not carry or carry the wrong PIN CODE number, (c ) The paperwise exemption once granted holds good during
the same may be intimated immediately quoting student registration the validity of registration period or passing/completing the
number and full postal address with Postal Index Number so that it examination, whichever is earlier.
could be incorporated in the computerised mailing list. (d) The paperwise exemption is cancelled only on receipt of a
specific request in writing from the student concerned on or
3. STUDENTS IDENTITY CARD before the last date for submission of the enrolment applica-
All the students appearing in the examination must hold Identity tion. If any candidate appears in the exempted paper(s) of
Card in the manner prescribed by the Institute, if not already obtained examination without receiving the written confirmation from
at the time of seeking registration. For obtaining the Identity Card, the Institute, but by making personal representation, appeal,
students are advised to obtain a proforma from the Headquarters/ request, etc., at the Examination Centre at the last moment,
Regional Offices of the Institute and send it again to the Institute duly his/her appearance in such paper(s) shall automatically be
filled up and attested as per instructions given in the prospectus/ treated as cancelled.
registration letter. (e) It may be noted that candidates who apply for grant of paper
wise exemption or seek cancellation of paper wise exemp-
Students who have so far not obtained Identity Cards are advised
tion already granted, before the last date of submission of
to write to the Institute immediately. The students should carry their
enrolment applications for a particular examination, must see
Identity Cards without fail for appearing in the Institutes examination.
and ensure that they receive written confirmation from the
If the Identity Card already issued has been lost or mutilated, student
Institute at least 15-20 days prior to the commencement of
should send a request for obtaining duplicate Identity Card together
the examination. Candidates who would presume automatic
with the mutilated Identity Card/Identity Card proforma duly filled in
grant or cancellation of paper wise exemption without ob-
and attested together with Rs. 50/- towards duplicate Identity Card
taining written confirmation on time and absent themselves
in any paper(s) of examination and/or appear in the exempted
4. COMPULSORY ENROLMENT FOR FINAL COURSE paper(s) would do so at their own risk and responsibility
Students who have passed/completed both groups of Intermediate and the matter will be dealt with as per the above guidelines.
examination are advised to seek compulsory enrolment for undergoing (f) Exemption once cancelled on request in writing shall not be
coaching for the Final course on payment of Rs.4200/- towards postal granted again under any circumstances.
tuition fee. (g) The candidates who have passed either group of the Inter-
mediate/Final examination under the old syllabus, may claim
Please note that a student is admitted to the final examination only
the paperwise exemption in the corresponding subject(s) of
after a minimum period of nine calendar months has elapsed since
new syllabus indicating the basis of exemption as APO in
his/her passing the Intermediate examination and subject to completion
the appropriate column of the enrolment application.
of coaching and fulfillment of other requirements.
(h) In case the paperwise exemption has already been granted
5. ISSUE OF ADMISSION CERTIFICATES FOR JUNE, 2007 on the basis of qualification or the candidates is eligible for
EXAMINATION grant of exemption on the basis of securing 60% or more
The admission certificates for June, 2007 examination to all the marks, a photocopy of the letter/marks-sheet issued by the
eligible students will be despatched by ordinary post latest by Institute should be enclosed with the enrolment application

Student Company Secretary 26 April 2007

Student Services
while claiming such exemption, failing which the same may
not be granted for the ensuing examination. UNIFORMITY IN SIGNATURES
(i) No exemption fee is payable for availing paperwise exemp- It has been observed that some of the enrollment
tion on the basis of APO or on the basis of securing 60% applications/ letters received from the students are either
or more marks in the Institutes examination. unsigned or bear different signatures from time to time.
(j) Paperwise exemption fee is payable only when the exemp-
tion is to be availed on the basis of qualification(s) specified All the students are, therefore, advised to maintain
for the purpose. uniformity in their signatures on all the correspondence with
7. EXEMPTION FROM COMPUTER TRAINING the Institute including students identity card, enrolment
A student can be exempted from undergoing the course on the application and attendance sheet provided in the examination
basis of his existing qualification / degree in the computer field and hall at the time of writing the examination.
qualifies the need of Course Contents Syllabus as scheduled by
NIIT for C.S. Students, subject to the condition that he or she enrolls
himself / herself for an online exemption test (to be conducted by E-MAIL ADDRESS OF THE STUDENTS
NIIT) from any of the NIIT Center on all India basis and successfully Those students who are having e-mail address may communicate
clears the test. the same to the Students Services Section at which
8. IMPORTANT will facilitate quick and economic communication from the Institutes
side. The e-mail address may be sent in the following format.
While making any correspondence regarding examination, the
students are advised to quote the following particulars for taking prompt Name :
action : Registration No. :
i) Name in full (ii) Student Registration number (iii) Stage of E-mail Address :
examination (Intermediate/Final) (iv) Group opted (v) Centre opted
(vi) Particulars of fee remitted, i.e. Demand Draft (printed) number,
date , amount, name of the bank and its branch (vii) Date and mode of
despatch of enrolment application and their complete address with In our endeavour to provide prompt and efficient services to the
PIN code, telephone number, mobile number or e-mail address. student community, the overall status of all the registered students
of the Institute has been uploaded to the website of the Institute
In case of any specific problem/complaint regarding registration,
viz. The information can be accessed as under:
post-registration, students services and postal/oral coaching, students
may contact personally or write to Sohan Lal, Joint Director and for . Visit the Home Page
academic guidance and suggestions, if any, students may write to
V K Aggarwal, Principal Director, at the Institutes address. . Click on the tab 'Overall Status' under the
Group 'Students'
ATTENTION STUDENTS! . Enter Full Registration Number
. Press Tab Key
Applicability of Latest Finance Act and other changes for
. Wait for the name to appear on the adjacent
Company Secretaries June 2007 Examination.
. Click on the tab 'Go'
All students may note that for the June 2007 Examination session,
in respect of Direct Taxes, the applicable Assessment Year shall The students may verify the particulars contained therein viz.
be 2007-08 (Previous year 2006-07). Student's Name, Father's Name, Date of Birth, Qualification, Paper-
wise Exemption (if any), Complete Postal Address with City, State
Thus, they will have to study Finance Act, 2006 for June 2007 and Pin Code, Postal/Oral Coaching Status, etc. In case, they
examination. Further, as per the syllabus, students are required come across any discrepancy and/or need any clarification/
to update themselves about all the Circulars, Clarifications, additional information/service, a written request may be sent to
Notifications issued by CBDT & Central Government, which come us by E-Mail as per the details given below:
in to effect on or before 6 months prior to the date of the respective 1. Query regarding Registration Status/
Issue of Study Material, etc. for
Gift Tax Act has been excluded from the scope of examination (a) Intermediate Course
from June 1999 session onwards unless otherwise informed. (b) Foundation Course
(c) De-novo/Extension/Final Enrollment
2. Query regarding non-receipt of
Students appearing in the Tax Laws (Indirect Tax portion to the Registration Letter/ldentity Card/
extent of topics covered in the syllabus) and Direct and Indirect Student Company Secretary Bulietin/
Taxation-Law and Practice (Indirect tax portion) paper of the CS Foundation Course Bulletin, etc.
Intermediate and Final Courses respectively may take note of the 3. Query regarding paperwise exemption
following changes applicable for June 2007 Examination:
4. Query regarding Coaching
1. All changes made by the Finance Act, 2006. Completion Certificate/Suggested
2. All Circulars, Clarifications/Notifications issued by CBE&C/ Answers and Response Sheet status
Central Government which became effective six months prior 5. Query regarding issue of Admission
to the date of examination. Certificate/Roll No. for Examinations, etc.

Student Company Secretary 27 April 2007

Student Services
EXAMINATION (v) if a candidate writes his/her answers in Hindi medium without
exercising such an option in the enrolment application form,
1. JUNE, 2007 EXAMINATION he/she may not be given credit for his/her answers;
The next examination for the Foundation Course, Intermediate and (vi) candidates opting Hindi medium for the examination must
Final, scheduled in June, 2007, will be held from Saturday, the write HINDI MEDIUM in bold letters on the top of the cover
02nd June, 2007 to Sunday, the 10th June, 2007 at the 65 examination page of Answer Book No.1, 1B, as the case may be; and
centers, viz. , 1. Agra, 2. Ahmedabad, 3. Allahabad, 4. Ambala, (vii) candidates opting Hindi medium for the examination may
5. Aurangabad**, 6. Bangalore, 7. Bareilly**, 8. Bhilwara, 9. Bhopal, write answers to practical questions, headings, quotations,
10. Bhubaneswar, 11. Chandigarh, 12. Chennai (North), 13. Chennai technical and legal terms, sections, rules, etc., in English
(South), 14. Coimbatore, 15. Dehradun, 16. Delhi (East), 17. Delhi medium, if they so desire.
(North), 18. Delhi (South), 19. Delhi (West), 20. Ernakulam,
21. Faridabad, 22. Ghaziabad, 23. Gurgaon 24. Guwahati, 4. IMPORTANT INSTRUCTIONS TO EXAMINEES
25. Hyderabad, 26. Indore, 27. Jaipur, 28. Jammu, 29. Jamshedpur, Candidates enrolled for appearing in the June, 2007
30. Jodhpur, 31. Kanpur, 32. Kolhapur* 33. Kolkata (North), 34. Kolkata examinations are advised to carefully read and observe the
(South) 35. Lucknow, 36. Ludhiana, 37. Madurai, 38. Mangalore, Instructions to Examinees printed on the Admission Certificate
39. Meerut, 40. Mumbai(CG), 41. Mumbai (GTK), 42. Mumbai (JOG), (Roll Number) and enclosures thereto, and also on the Question
43. Mysore, 44. Nagpur, 45. Nasik, 46. Noida, 47. Panaji, 48. Patna, Papers and Answer Books. However, attention of candidates is
49. Pondicherry, 50. Pune, 51. Raipur, 52. Rajkot, 53. Ranchi, especially invited to the following instructions:
54. Shimla, 55. Srinagar,* 56. Surat, 57. Thane, (i) on receipt of Admission Certificate (Roll No.), first of all, the
58. Thirvananthapuram, 59. Tiruchirapalli, 60. Udaipur, 61. Vadodara, candidates must verify carefully the entries appearing therein.
62. Varanasi, 63. Vijayawada, 64. Visakhapatnam, 65. Yamuna Nagar Discrepancy/error, if any, in the Admission Certificate
(Haryana) and one Overseas Centre Dubai as per the Time-Table concerning spellings of his/her name, stage of examination
and Programme published on the last cover page of this issue. and examination centre; medium of writing the answers,
NOTE: subject of examination in which exemption was sought/
1. *Kolhapur and Srinagar Examination Centres are opened shown, etc., should, at once, be brought to the notice of the
for June, 2007, December, 2007 and June, 2008 sessions Shri Sohan Lal, Jt. Director (Students Services) well on time
only purely on an experimental basis. before commencement of the examination;
2. **Aurangabad and Bareilly Examination Centres will continue (ii) candidates are required to bring daily to the Examination
for two more sessions, i.e. for June, 2007 and December, Hall their Admission Certificates and Student Identity Cards
2007 examinations on experimental basis. failing which they may not be allowed admission to the
3. The Institute reserves the right to withdraw any centre at Examination Hall and/or to appear in the examination;
any stage without assigning any reason. (iii) before attempting to write answers in the answer book,
The addresses of the examination centres will be published in the each candidate must write his/her Roll Number on the
forthcoming issue of this bulletin for general information. special slip affixed to Answer Book Nos. 1, 1-B and 1-C,
date of examination, stage of examination, name of the
2. USE OF CALCULATORS IN EXAMINATIONS paper, etc. against the relevant columns on the first page
Candidates are allowed to use their own battery operated noiseless of the main answer book and also on the top of Ques-
and cordless pocket calculators with not more than 6 functions, 12 tion Paper;
digits and 2 memories. Exchange or lending/borrowing of calculators (iv) candidates must attempt questions in accordance with
among students will not be allowed in the examination hall. the directions given on each Question Paper. If the
3. HINDI AS AN OPTIONAL MEDIUM FOR WRITING THE questions are attempted in excess of the prescribed
FOUNDATION, INTERMEDIATE AND FINAL number, only the questions attempted first upto the
EXAMINATIONS required numbers will be valued and awarded marks and
the remaining questions will be ignored;
Candidates are allowed to use Hindi as an optional medium for
writing all papers of the Foundation (except English & Business (v) Questions relating to graph/prcis should be attempted only
Communication paper), Intermediate and Final examinations on the on graph/prcis sheets appended as last page to the Answer
following conditions: Book wherever required. Do not write your roll number on
the Graph/Prcis Sheets and additional Answer Book No. 2.
(i) option of Hindi Medium for writing the examination is to be The additional answer book(s) used, if any should be fastened
exercised for all papers of an examination OR a particular along with the main answer book. Candidates who fail to
group of examination, and not for any individual paper(s) in observe this instruction will be penalised;
the enrolment application form each time for appearing in (vi) each question should start on a fresh page and
the examination; sub-question(s) be attempted consecutively;
(ii) option of medium for writing examination once exercised is (vii) while attempting a fresh question/sub-question, candidates
irrevocable for that particular session of examination; should distinctly mention respective question number against
(iii) answer books of candidates who write part of papers/answers the answer in bold capital letters with coloured sketch pen/
in one medium and the remaining part in other medium are different colour ink and underline the same (e.g. ANS. TO
liable to be cancelled without any notice; Q. NO. 3(A) on the left-hand side margin of the answer book
(iv) candidates who have exercised option of Hindi medium in and also simultaneously mark (X) in the table provided on
their examination enrolment form for writing Foundation the cover page against the respective question number;
examination and Group-I of Intermediate examination will (viii) candidates must not, for any reason whatsoever, tear out
be provided Question Papers printed both in English and any page(s) from the Answer Book or leave any blank page
Hindi (except for English & Business Communication or unused spaces in between the pages. If such spaces are
paper, which will be printed/required to be answered in left score them out. If a candidate uses more than one answer
English only). The Question Papers for Group-II of the book, he/she should indicate on the cover page of main
Intermediate examination and all papers of Final answer book, the total number of answer books used by
examinations will be printed in English only; him/her;

Student Company Secretary 28 April 2007

Student Services
(ix) candidates are expected to write precise and to the point
answers to questions set in for the examinations in neat NOTIFICATION
and legible handwriting citing relevant provisions of the ICSI NO. 2 OF FEBRUARY, 2007
Act/rules quoting case laws, etc., in support of the
answers wherever applicable;
In pursuance of para 13 of the Merit-cum-Means
(x) no candidate shall leave/be allowed to leave the
Examination Hall (i) within first one hour of
Assistance (Company Secretaryship Course) Scheme,
commencement of examination; (ii) during last 15 1983, as amended upto 15th October, 2006, applications
minutes of examination timing; (iii) without signing the are invited to reach the Institute in the prescribed form on
attendance sheet; and (iv) without properly handing over or before 25th May, 2007 for award of 15 numbers of
his/her answer books to the Invigilator on duty; financial assistance each for pursuing Intermediate and
(xi) a few minutes prior to the time of conclusion of Final course of the company secretaryship from students
examination or before handing over the answer books who fulfil the eligibility criteria laid down under the said
to the supervisory staff, candidates must re-check and scheme.
ensure that they have filled up relevant particulars on
the cover page of Answer Book Nos. 1, 1-B and 1-C, as According to the scheme, a candidate applying for
the case may be, and properly tied up all the additional assistance should have passed Foundation or Both
answer book(s) No.2 along with the main answer book; Groups of the Intermediate examination without
(xii) candidates should strictly adhere the instructions being exemption in any paper, at one sitting, in the first attempt
given by the Invigilator(s)/Supervisors in the Examination in December, 2006 examination. The income of such a
Hall; candidate, if employed or is having an independent source
(xiii) candidates are strictly forbidden to carry with them into of income, should not be more than Rs.1,50,000/- per
the Examination Hall any book or printed/handwritten annum and if he/she is dependent on his/her parents/
material, notes, pager, mobile phone or any electronic guardian/spouse whether partially or wholly, the combined
gadgets, etc., OR to talk or converse inter se with other income from all sources should not be more than
candidates in the Examination Hall; Rs.2,50,000/- per annum.
(xiv) candidates are further strictly forbidden to copy from the
answer papers of any other candidate nor allow their answers Prescribed application form together with a copy of the
to be copied nor give nor attempt to give nor obtain nor Merit-cum-Means Assistance (Company Secretaryship
attempt to obtain irregular assistance of any description. It Course) Scheme, 1983 can be downloaded from the
will be the responsibility of each and every candidate to Institutes website or obtained by post from
ensure that his/her answers are not copied by another the Institute free of cost by sending a self-addressed
candidate. Failure to do so will invite stern disciplinary action envelope of 23 cms. x 11 cms. size duly affixed with
and penalty for adoption of unfair means; postage stamp worth Rs.10/-. Applications not made
(xv) no candidate shall leave his/her seat in the examination on the prescribed forms and/or without supporting
hall during the course of examination without specific documents, incomplete applications, applications not
permission of the Invigilator on duty for any reason fulfilling the eligibility criteria laid down under the scheme
or applications not reaching the Institute on or before 25th
(xvi) on completion of examination or expiry of the prescribed May, 2007 are liable to be rejected.
examination timing, the answer book(s) must be handed
over immediately to the Invigilator on duty and BY ORDER OF THE COUNCIL
Invigilators signature be obtained in the relevant column
of acknowledgement printed on the Admission File No.207:Exams:2007
Certificate in token of handing over the answer books; New Delhi 110 003 (N. K. JAIN)
(xvii) it shall be the personal responsibility of the candidate
concerned to properly hand over his/her answer book(s)
Dated, the 28th February, 2007 Secretary & CEO
to the Invigilator on duty in the Examination Hall and
obtain acknowledgement therefor. Any representation
regarding omission to handover the written answer
book(s) or not obtaining the acknowledgement from the PHONES TO EXAMINATION VENUE
Invigilator at the time of handing over his/her answer
book(s) for any reason whatsoever will not be entertained Candidates intending to appear in the Company Secretaries
after the conclusion of that particular session of examinations may note that carrying of Mobile phones,
examination; pagers or any other communication devises are strictly
(xviii)candidates are warned that any attempt to misbehave in prohibited into the premises where Company Secretaries
any manner or create disorderly scene in and around the examinations are conducted. Candidates are, therefore,
examination hall or harass or abuse or bodily harm the staff advised not to bring any such prohibited items to the
deployed for the conduct of examination will be viewed seri- examination venue, as the Institute and/or the Examination
ously and severely punished; and Centre Staff shall not be responsible for safekeeping of any
(xix) any attempt or act of violation of Instructions to Examinees such item(s). Infringement of these instructions shall
shall be viewed seriously and entail disciplinary action under tentamount to adoption of unfair means and entail
the Company Secretaries Regulations, 1982. disciplinary action.

Student Company Secretary 29 April 2007

General & Commercial Vyaparik Evam Samanya Vidhi Jain & Gupta Shree Mahavir Book Depot
Laws Vidhi Shastra Evam Vidhi Ke Sidhant Subba Rao Eastern Book Company
Madhyatham, Sulah Evam Anukalpi Avtar Singh Eastern Book Company
Vivad, Niptan Vidhi
(Law Relating to Arbitration, Conciliation
& Alternate Dispute Resolution)
Apkritya Vidhi (Laws of Torts) Basanti Lal Babel Eastern Book Company
Code of Criminal Procedure Basanti Lal Babel Universal Book Trader
Equity, Trust and Specific Relief G P Singh Central Law Agency
Sakshya Vidhi Murlidhar Chaturvedi Eastern Book Company
(Law of Evidence)
Company Accounts and Laagat Lekhankan Maheshwari & Mittal Shree Mahavir Book Depot
Cost & Management Prabandh Lekhankan Aggarwal & Aggarwal Shree Mahavir Book Depot
Accounting Laagat Lekhankan S.P. Jain, K L Narang & Shree Kalyani Publishers
L.C. Mittal
Advanced Accountancy-II C.L. Chaturvedi Shree Mahavir Book Depot
Management Accounting M R Agarwal Mayur Paperbacks
A-95, Sec.-5, Noida, UP
Cost Accounting- Dr. S N Maheshwari & Mahavir Book Depot
Theory & Problems Dr. S N Mittal
Prabandh Lekhankan M P Gupta & B M Aggarwal S. Chand & Company
Advanced Accountancy-II R L Gupta Sultan Chand & Sons
Advanced Accountancy-II M C Shukla, T S Grewal, S Chand & Company
M P Gupta, B M Agarwal
Tax Laws Students Guide to Income Tax V K Singhania Taxmann
Systematic Approach to Income Tax and Girish Ahuja & Ravi Gupta Bharat Law House Pvt. Ltd.
Central Sales Tax
Aayakar Adhiniyam Taxmann Taxmann
Aayakar Niyam Taxmann Taxmann
Apratayaksh Kar Yogendra Bangar Aadhya Prakashan Pvt. Ltd.
Vandana Bangar
Ayakar Vidhi Ke Tatva V K Batra Eastern Law House
Pratayaksh Kar, Dhan Kar evam Gupta & Gupta Shree Mahavir Book Depot
Uphaar Kar
Apratayaksh Kar Gupta & Gupta Shree Mahavir Book Depot
Management Information Prabandh Suchana Evam Nigam Sanchar Gupta & Gupta Shree Mahavir Book Depot
System and Corporate

Company Law/Company Company Law Avtar Singh Eastern Book Company
Secretarial Practice Adhunik Bhartiya Company Adhiniyam M C Kuchhal Shree Mahavir Book Depot
Company Sachiveeya Padhiti L C Mittal Shree Mahavir Book Depot
Economics, Labour and Arthik Sanniyam (MRTP, FEMA) L C Mittal Shree Mahavir Book Depot
Industrial Laws Shram Evam Audhyogik Sanniyam L C Mittal Shree Mahaivr Book Depot
(Labour & Industrial Laws)
Shramik Evam Audhyogik Vidhi Inderjit Singh Central Law Agency
Securities Laws and Pratibhuti Sanniyam Evam Vitth Jain & Gupta Shree Mahavir Book Depot
Regulation of Bajaro Ka Sanniyam
Financial Markets

Student Company Secretary 30 April 2007

News and Announcements
NEWS AND ANNOUNCEMENTS On 26.2.2007 the 24th Training Orientation Programme conducted
by the Regional Council was inaugurated at ICSI-NIRC Building, New
A K Srivastava Executive Officer, NIRC in his welcome address
PATNA CHAPTER explained the participants that TOP is designed for a specific purpose
CAREER AWARENESS PROGRAMME .i.e. before joining any industry/ Practising Company Secretary, where
the students should be trained.
On 21.3.2007 the Chapter organised a Career Awareness meet at
S Koley, Secretary, NIRC congratulated the participants for taking
Sadhna Devi Memorial College, Samastipur where students of +2 and one more step towards achievement of their objective .He explained
Graduation were informed about the career prospects and method of that to be a Company Secretary one needs to be a professional.
pursuing CS course by Raj Pal, Chapter Chairman and Bipin Kumar
He advised them to make sincere efforts in gaining appropriate
Choudhary, Chapter Official. The meet was well attended by over 60
knowledge suitable for the profession. He shared his practical
students. The address by the guest speakers was followed by a
experience with the participants. He mentioned that in the changing
question - answer session where the students raised various queries scenario of career constant updation is sine qua non. for a successful
which were duly replied by the speakers. career. He also shared his experience as a student .
NORTHERN INDIA REGIONAL COUNCIL On 2.3.2007 at the valedictory session A.K. Srivastava, explained
that during the five days the focus of NIRC was to train the participants
REGULAR CLASSES THROUGH INTERACTIVE before joining corporate sector. He invited their attention to the
relevance and importance of training.
Ashu Gupta, Regional Council Member, NIRC appreciated the
Date of Commencement of Classes : 16.04.2007*
efforts of the Institute for organizing such type of programmes. Its a
Venue: NIRC-ICSI, Prasad Nagar, New Delhi
kind of personality Development programme. While addressing she
said that due to globalization, growing economy,e-governance,
Group Timings No.of Fees Days continuous updation as well as personality development is necessary.
Lectures She also mentioned about the success of the pehchaan to identify
program. She assured the participants of all assistance in future. She
Gr. I 7.30 12 Noon 90 Rs.4,000 Mon/Wed/Fri also distributed the training completion certificates to the participants.
Gr. II 3.00 7.00 P.M 100 Rs.4,300 Daily two lectures STUDENTS TWO DAYS WORKSHOP ON PEHCHAAN TO
Gr. III 7.30 12 Noon 110 Rs.5,000 Tue/Thu/Sat IDENTIFY
INTERMEDIATE On 19.2.2007 the two days workshop on the above topic was
organized by the Regional Council.
Group Timings No.of Fees Days
Chief guest on the occasion was Dr. G.B. Rao, Past President, the
ICSI. The Guest of Honour was Raj Kumar Manglik, Chartered
Gr. I 7.309.30 A.M. 130 Rs.4,000 Daily one lecture Accountant of Ghari Group. Faculty members included Sunil Keswani
Gr. I 10.002.30 P.M 130 Rs.4,000 Daily two lectures and Ravish Bhateja, Corporate Trainers.
Supinder Kaur, a final year student was the programme Coordinator.
Gr. I 3.00 7.00 P.M 130 Rs.4,000 Daily two lectures
Introducing the theme Pehchaan. To identify Supinder Kaur
Gr. II 7.309.30 A.M 120 Rs.3,500 Daily one lecture explained that what Pehchaan means is to identify, what is not
Gr. II 10.00 2.30 P.M 120 Rs.3,500 Daily two lectures identified.
Gr. II 3.00 7.00 P.M 120 Rs.3,500 Daily two lectures The program was inaugurated by the Chief Guest , the Guest of
Honour followed by other dignitaries.
Satwinder Singh, Chairman NIRC in his welcome address
Timings No.of Fees Days mentioned that behind the programme is a team of the students and
Lectures complimented their efforts to organize the event at such a large scale.
7.30 9.30 A.M. 150 Rs.3,500 Daily one lectures He stressed on the relevance of soft skills. He emphasized on the
development of students academic and communication skills. He
10.00 2.30 P.M 150 Rs.3,500 Daily two lectures
pointed out that in this competitive environment, one has to keep pace
3.00 7.00 P.M 150 Rs.3,500 Daily two lectures with the changes which are undergoing in the environment. He said
(* Likely to be Extended) that application of knowledge is a key to success and to apply the
knowledge so gained, the relevance of soft skills cannot be undermined.
Note : Each lecture is of two hours duration. He encouraged the participants and congratulated them for their
l Admission on first come first served basis. l Commencement
participation in the programme.
of classes is subject to availability of sufficient number of
students in each batch. A batch ordinarily shall be of about 60 R K Manglik said that he felt very honoured and privileged on the
students. l The students undergoing Oral Coaching who qualify occasion and extended thanks to NIRC for giving him the opportunity.
the required Eligibility Tests need not to submit the response He emphasized that opportunity never waits and one has to grab the
sheets under postal tuition scheme. opportunity.
Interested students may deposit the fee at NIRC of ICSI, 4, Prasad G B Rao said that apart from hard skills one must have various
Nagar Institutional Area, New Delhi 110005 by Cash/Demand Draft soft skills, presentation skills, personal skills are very important and
in favour of the NIRC of ICSI payable at New Delhi. they are the need of this competitive environment .He stressed that to
Credit Cards are also accepted. be successful, the focus should be on the objective . He mentioned
For further details contact : Education Officer, NIRC of the ICSI. on the etiquettes to be followed while working in any environment.
Phones : 25769352; 25763090, 25767190 Fax : 011-25722662 E-
mail :; He gave various examples of the Arjuna and Krishna and
encouraged the morale of students.
Student Company Secretary 31 April 2007
News and Announcements
On 22.2.2007 at the valedictory session the chief guest was Rajat beautiful platform having easy access to the top management. He
Prasad, CARRO Investors. The faculty members were Sunil K. stressed that excellence is a journey towards perfection which never
Ashwani and Ravish Bhathija. ends. He asked the participants to excel in their respective fields. He
S. Koley, Secretary, NIRC while addressing on the occasion appealed to the participants to contribute to the benevolent fund and
mentioned that learning is a process which never ends. He mentioned advised them not to treat it as burden but benevolence. He extended
that there is a lot of difference between academic learning and the best wishes to the participants.
practical application of the same. He stressed upon the students to Madhur Narain at the outset expressed his thanks to NIRC-ICSI
fix the objective, search for the ways of achieving the objective and for giving him the opportunity to share his views on this auspicious
then start acting on the same. He emphasized that soft skills are very occasion. He mentioned that as a professional, job never ends. It is a
important. He offered his best wishes to participants. continuous process. He mentioned that in the mergers &
Hitender Mehta, Vice Chairman, NIRC while addressing the amalgamations, IPOs growing stock market, a company secretary
participants mentioned that it is the matter of pride and pleasure to has a wider role to play. Company Secretary is a watchdog and also
be here. He stressed that in this competitive environment and the an advisor to the board. Company Secretary is expected to provide
changes going on, we all have to be the leaders of the change. The value added services to the management. He shared his experience
role of company secretary is very important. He shared his experience with the participants and stressed upon the positive thinking,
when he was a student. He appreciated the faculty members. He professional ethics etc. At the end he extended his best wishes to the
also encouraged and boosted the morale of the students. participants.
Satwinder Singh, Chairman, NIRC mentioned that the course of SMTP Completion certificates and medals were distributed to the
company secretaryship is a distance learning programme. For the participants. Parul Mittal and Aditya Singh Yadav were adjudged as
development of the students, both hard skills as well as the soft skills the Best Participants.
are required. He emphasized on the need of soft skills. He gave
assurance for organizing these type of programmes in future also. He S. Koley, Secretary, NIRC stressed that to be a professional,
also mentioned that for the benefit of students, the Institute is giving utilization of knowledge is very important. Everything is not in the books.
ADP certificate to them. He stressed on the confidence and positive Interpretation in the right spirit is essential.
Rajat Prasad, in his address emphasized that confidence is
On 2.3.2007 a Students Talk on Union Budget was held at ICSI-
necessary in this competitive world and can be achieved through hard
NIRC Building, New Delhi. Guest speaker J.K. Bareja, FCS while
work and dedication. He emphasized the need of development of soft
addressing the participants briefed them about the highlights of the
skills. He offered his good wishes to the participants.
union budget 2007-08 the stress of which was on the changes in the
Satwinder Singh then invited the participants to express their views direct taxes. He enlightened the participants that the threshold limit of
on the utility of the programme. He appreciated and offered thanks to exemption in the case of all assesee is increased by 10,000 thus giving
the faculties. He mentioned that the programme would not have been every assessee a relief of Rs. 1,000 in case of women assessee the
the success without the efforts of the managing team. threshold limit is increased from Rs. 1,35,000 to Rs. 1,45,000 and
The hard work of the team of students who conducted the incase of senior citizen from Rs 1,85,000 to Rs. 1,95,000 . He also
programme was also acknowledged and encouraged by the chief guest. discussed various other changes in direct taxes.
While concluding A.K. Srivastava also encouraged the students and The programme was well attended by approx 90 students.
requested them to keep doing the good work.
Participants found the programme very useful.
On 17.2.2007 the Regional Council conducted the valedictory ICSI - MOTHER TERESA INSTITUTE OF MANAGEMENT &
Ashu Gupta, Chairperson, SMTP Committee of NIRC in her ORAL COACHING CLASSES FOR INTERMEDIATE
welcome address mentioned that all the participants are torch bearers
of the profession and it is a matter of pride and responsibility of all the
participants to take the profession to newer heights. She emphasized Oral Coaching Classes for Intermediate Groups I & II* are likely
that multidisciplinary firms with CAs and others would now be possible to commence from 24. 5.2007.
with limited liability partnerships and there will be greater scope for
the Company Secretaries. She offered good wishes to the participants Course Fee : Intermediate Group I Rs.4000/-
for their upcoming career. Intermediate Group II Rs.3500/*-
S. Kumar, Senior Director, Training, Membership and Legal briefed Timings: 5.00 to 7.00 P.M. (Monday to Saturday)
the training requirements of the CS Course to Madhur Narain, Advisor,
Registration Open on all working days between 9.30 A.M.
DIT. He also explained that the purpose of SMTP is to create
confidence, develop contacts with senior faculties and to create batch and 6.00 P.M.
hood concept. He also mentioned that the Institute is holding residential Admission has already commenced. For further details,
SMTPs at CCRT and ICSI is planning this for Regional Councils also. please contact
He emphasized on the soft skill requirements and updation on regular

Satwinder Singh extended warm welcome to Madhur Narain and MOTHER TERESA INSTITUTE OF MANAGEMENT & VOCATIONAL
thanked him for his contribution for Noida building. He thanked him for STUDIES
sparing time to give his blessings to the participants. He explained the
concept of SMTP and reason for its introduction. He also emphasized C-Block, Preet Vihar, Delhi 110092
the soft skills and mentioned that in order to compete with other Phones : 22057200, 22057500, 42420552, 42420553
professionals soft skills are required. He also invited suggestions from Fax: 22509200 Email:
the participants to improve the SMTP further. He mentioned that hard
(* Provided sufficient number of students are registered for Group II)
work is a key to success and that Company Secretary is placed on a

Student Company Secretary 32 April 2007

News and Announcements
C. Popat, Chairman Oral Coaching & Students Facilities Committee
ICSI-NIRC COLLABORATIVE ORAL COACHING CENTRE in his welcome address explained about various activities/programmes
organized for the 59th Batch of Oral Coaching students.
LAXMAN INSTITUTE OF PROFESSIONAL STUDIES Speaking on the occasion, S.S. Marthi, Chapter Chairman
ORAL COACHING CLASSES FOR FOUNDATION mentioned that success of the students depends on the systematic
& INTERMEDIATE GROUPS I & II* FOR hard work put in by them in realizing their goal. Datla Hanumanta
DECEMBER 2007 SESSION Raju, Council Member, the ICSI said that in future the Company
Secretaries will play a key role in the Corporate Sector.
On 6.3.2007 the Chapter organized its 11th Training Orientation
Intermediate Groups I & II *
Programme. A.K. Agarwal, Director Marketing, DRS Group inaugurated
Starting in April 2007 the programme. S.S. Marthi, Chapter Chairman presided over the
Course Fee: Rs.4,000/- (Intermediate) & Rs.3500/- function and in his welcome address emphasized the importance of
(Foundation) soft skills, recent changes in company secretaries area, role of
Class Timings : Monday Saturday; 3.00 P.M to 5.00 P.M. company secretary in an organization, and responsibilities of company
secretaries towards Institute & Society. A.K. Agarwal congratulated
REGISTRATION OPEN the Chapter for its efforts towards continuous professional development
For further details contact : of its students/members. He stated that the role of Company Secretary
Fee Deptt. of Laxman Public School has immensely increased in the changed economic scenario as they
On all working days, between 9.00 A.M. and 3.00 P.M. play critical role in the organization. He also spoke on risk management,
time management, importance of Team work, relationship in
LAXMAN PUBLIC SCHOOL organization & in life, discipline in life and suggested to the participants
Hauz Khas Enclave, New Delhi 110016 to maintain the ethical standards.
Ph: 26963240, 26865095 On 10.3.2007 at the valedictory session PVSLN Murthy, Assistant
Fax: 26524432 General Manager, State Bank of India was the Chief Guest. S.S. Marthi
in his address stated that this Training Orientation Programme shall
(* Subject to enrolment of sufficient number of students remain as one of the memorable moments, as it has been addressed
for Intermediate Group II classes) and participated by faculties and students from different parts of India
and advised the students to utilize the same as best they can. He
BAREILLY SATELLITE CHAPTER further advised all the students to develop communication skills,
CAREER AWARENESS PROGRAMME conceptual understanding skills, share practical experience with co-
On 5.2.2007, the Satellite Chapter organized Career Awareness participants, develop proficiency in group discussions and to analyse
Programme on CS course at D.K. Inter College, Bareilly. R.S. Jha, case studies. Concept of Top will help grooming the company secretary
students into complete professionals.
Chapter Chairman explained in detail the various stages of the course
i.e. Foundation, Inter & Final. It was explained that on the basis of Datla Hanumanta Raju, Council Member, the ICSI in his address
admit card of Inter college, the students can provisionally be admitted advised the students to be smart enough to accomplish their goals
and sacrifice social and other activities and to concentrate on their
to CS Foundation course, making eligibility for December 2007
main goal. He advised the students to devote more time in preparing
examination. For SC/ST/Handicapped students the fee chargeable is
for the examination and wished them all the best.
50% of the normal fee. To encourage the meritorious students to pursue
Chief Guest PVSLN Murthy in his address stated that company
the CS course financial assistance is also provided. K.K. Jhawar,
secretaries have multi dimensional role to play in corporate functioning
Chapter Secretary explained in detail and convinced the girl students
and he should be equipped with multi skill personality with multi-tackling
that the course is more suitable to them. The practice can be done
abilities. He further stated that company secretaries shall keep on
even from their houses without disturbing the family life. Ankit Agarwal, upgrading professional knowledge and continuously learn. Murthy also
Chapter Treasurer explained the job opportunities in Government emphasized the need of old tradition called Gurukula i.e. Guru
Departments, Banks, Financial Institutions, Colleges, Companies etc. Shishya relationship between trainee and Practising Company
More than 50 students besides the faculty members of the college Secretary and also explained how important the character is by focusing
were present at the programme. on short moral stories. He emphasised the importance of character,
JAIPUR CHAPTER obedience etc. in real life, which inspired the students. Some of the
SPORTS WEEK Trainees came forward and gave their feedback about the programme.
The sports week of the Chapter was celebrated from 19.2.2007 to
25.2.2007 for the students and members. ON 19.02.2007 the week CAREER AWARENESS PROGRAMME
long meet was inaugurated by Girish Goyal, Chapter Chairman. In On 21.2.2007 the Chapter organised a Career Awareness
his address Girish Goyal appealed all the students and members Programme at Institute of Social Science College, Madurai. Around
present to ensure their participation in all the games being organized 100 students of B.A. Social Science, M.S.W. students attended the
during the sports week. A large number of students and members programme. In his address V.S. Krishnamoorthy, Chapter Secretary
participated in the games, both indoor and outdoor organised by the explained the Company Secretaryship course, syllabus, pattern and
Chapter. On 25.2.2007 a Cricket Match was played between the examination. He also pointed out the employment opportunities in
members and students. Girish Goyal thanked all for their active current business situation and practising areas in the field. He assured
participation with Zeal, enthusiasm and sportsman spirit. the students that the Institute from the Head Quarters to Chapter level
is always ready to serve the students in their studies. T. Raja, Chapter
SOUTHERN INDIA REGIONAL COUNCIL In-charge cleared the doubts raised by the students.
FAREWELL FUNCTION OF 59TH BATCH ORAL COACHING On 26.01.2007 the Chapter conducted a one day trip to
STUDENTS Kanyakumari. En route to Kanyakumari, the team visited Triparappu
On 5.3.2007 the ICSI-Hyderabad Chapter conducted farewell waterfalls well known for its natural beauty, Uppalam an important
function of 59th Batch Oral Coaching students at its premises. Rajnish salt distillation centre and Vattakottai a destination facing sea having
Student Company Secretary 33 April 2007
News and Announcements
historical importance. Kanyakumari or Cape Comorin, the Southern NINTH TRAINING ORIENTATION PROGRAMME
most part of India, is the merging place of three important oceans From 27.2.2007 to 3.3.2007 the Chapter conducted the 9th Training
viz.Arabian Sea, Indian Ocean and Bay of Bengal. Boat ridings were Orientation Programme (TOP). Manoj Soni and Ritesh Mahajan,
conducted to Vivekananda Rock and the Statue of Thiruvalluvar Members of the ICSI, were the coordinators for the said programme.
situated at the sea. The Programme was organised and co-ordinated In all 70 students attended the TOP.
by the students facility committee of the Chapter. TWENTY-THIRD SECRETARIAL MODULAR TRAINING
On 30.01.2007 the Chapter organised a Career Awareness On 5.3.2007 the 23rd Secretarial Modular Training Programme.
Programme at Department of Commerce, Kerala University, (SMTP) conducted by the Chapter was inaugurated. Manoj Soni and
Thiruvananthapuram. Dr.Sarngadaran, Professor and Head of Ritesh Mahajan, Members of the ICSI coordinated the 23rd SMTP. In
Department of Commerce co-ordinated the programme. Baiju all 25 participants attended the programme.
Ramachandran, Chapter Secretary addressed the students about the
role of company secretary in the corporate form of organisation. He ONE DAY STUDENTS ORIENTATION PROGRAMME
further explained the stages of examination, syllabus, method of study On 11.3.2007 the Student Orientation Programme (SOP), a
and so on. Dr.Sarngadaran advised the students to pursue the CS programme of the Students, for the Students and by the Students,
course and to take guidance from ICSI-Thiruvananthapuram Chapter. was organized at the Chapter. The programme was coordinated by
A large number of students attended the programme. Boskey Jain, Yashodhara Gadgil, Onkar Deosthale and Adam Patel,
Students, along with Mandar Sathe, Member of the Students
WESTERN INDIA REGIONAL COUNCIL Committee. The whole event was organized under the guidance of
Devendra Deshpande, Chairman Students Committee. The
PUNE CHAPTER programme covered presentation of papers on various topics, mock
SPORTS MEET meeting and quiz by the students. Around 70 students participated in
On 20 and 27.1.2007 the Annual Sports Meet of the Chapter was the said programme.
held at Pune. The events included in the Sports Meet were ladies THANE CHAPTER
singles, mens singles, mens doubles & mixed doubles badminton
and mens singles table tennis. Around 40 students and members INTERMEDIATE GROUP II ORAL COACHING
participated in the said meet. The Cricket match was organized on CLASSES
28.1.2007 at S.P. College Cricket Ground.
FELICITATION OF SUCCESSFUL STUDENTS IN DECEMBER W.e.f. 2.7.2007 the Chapter intends to commence next batch
2006 EXAMINATIONS of Oral Coaching Classes for Intermediate Group II students.
On 26.2.2007 the Chapter organized a function to felicitate all For further details contact the Chapter Office at 206, Swastik
those students who successfully cleared examinations conducted by Plaza, 2nd Pohkran Rd (Subash Nagar), Prior to Voltas Ltd., Thane
ICSI in December 2006. The students present shared their experiences (W) 400 601.Phone:25444479;e-mail:
and tips for studies with the gathering.

Attention Students!


Students may perhaps be aware that the Institute has been bringing out a monthly journal Chartered Secretary
for corporate professionals for the last over thirty-six years. The journal is rated to be one of the best professional
journals consistently maintaining high standards in providing Government notifications, legal decisions and analytical
and informative articles. The journal is not only important for corporate professionals, members of the Institute and
lawyers but is equally important for students for keeping them well informed about the latest changes and
developments.This in turn will not only help the students to write their examinations well but will also help them to
step into the professional world with confidence. The Legal World section provides all the latest and important
cases, the From the Government column provides changes/ amendments in various statutes/Laws/Rules etc.
and the Articles section provides informative and analytical articles on contemporary topics.
The concessional annual subscription of the journal is Rs. 300/- for the Registered Students of the Institute.
It is in the interest of the students to subscribe to the Journal. Students interested in receiving the monthly journal
Chartered Secretary may send a Demand Draft favouring the Institute of Company Secretaries of India for an
amount of Rupees 300/- and forward the same to :

Joint Director (Publications)

The Institute of Company Secretaries of India
22, Institutional Area, Lodi Road, New Delhi-110003.

Student Company Secretary 34 April 2007

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

Organised by Duration of the Venue of Programme Contact Address


NIRC of 18.06.2007 NIRC Premises Executive Officer, NIRC of the ICSI, ICSI-NIRC Building, Plot No. 4, Prasad
the ICSI to Nagar Institutional Area, New Delhi-110005 Tel. : 25763090/25767190/
04.07.2007 25816593 Fax : 25722662 (STD Code : 011) E-mail :
Chandigarh 06.05.2007 To be announced Secretary, Chandigarh Chapter of NIRC of the ICSI, GGDSD College, Sector
Chapter of to 32-C, Chandigarh-160047, Tel. : 2661840 (STD Code 0172)
NIRC of the 20.05.2007
SIRC of 18.07.2007 SIRC Premises Deputy Director, SIRC of the ICSI, ICSI-SIRC House, New No. 9, Wheat Crofts
the ICSI to Road, Nungambakkam-600034 Tel. : 044-28279898/28268685/
03.08.2007 E-mail :

The schedule of other SMTPs proposed to be conducted by NIRC, SIRC & Bangalore Chapter & CCRT-ICSI during 2007 is as under:
NIRC : (i) 18.09.07 to 05.10.07 (ii) 28.11.07 to 14.12.07 SIRC : (i) 18.09.07 to 04.10.07 Bangalore Chapter : 10.09.07 to
27.09.07 CCRT of ICSI : (i) 22.09.07 to 07.10.07 (19th RSMTP).


Organised by Duration of the Venue of the Programme Contact Address

the Programme

EIRC of 22.05.2007 EIRC Premises Executive Officer, EIRC of the ICSI, ICSI-EIRC Bldg., 3-A, Ahiripukur 1st
the ICSI to Lane, Kolkata-700019 Tel. : 22832973/22816541/22816542
26.05.2007 Fax No. : 033-22816542 (STD CODE : 033) E-mail :
NIRC of 23.04.2007 NIRC Premises Executive Officer, NIRC of the ICSI, ICSI-NIRC Building, Plot No. 4,
the ICSI to Prasad Nagar, Institutional Area, New Delhi-110005 Tel. : 25763090/
27.04.2007 25767190, 25816593 Fax : 25722662 (STD CODE : 011)
E-mail :
Chandigarh 27.05.2007 To be announced Secretary, Chandigarh Chapter of NIRC of the ICSI, GGDSD College, Sector
Chapter of to 32-C, Chandigarh-160047, Tel. : 2661840 (STD Code 0172)
NIRC of the 31.05.2007
Ahmedabad 24.04.2007 Chapter Premises Administrative Officer, Ahmedabad Chapter of WIRC of the ICSI, ICSI-Maneklal,
Chapter of to Mills Complex, S-2, B Tower, Chinubhai Towers Ashram Road, Ahmedabad-
WIRC of the 28.04.2007 3800095, Tel. : 26589343/30918705 Fax : 26587965 (STD Code 079)
ICSI E-mail :
The schedule of other TOPs proposed to be organised byEIRC, NIRC, SIRC & Bangalore Chapter during 2007 is as under :
EIRC : (i) 10.07.2007 to 14.07.2007. NIRC : (i) 11.06.07 to 15.06.07 (ii) 10.09.07 to 14.09.07 SIRC : (i) 08/10/07 to 12/10/07 Bangalore
Chapter : (i) 03/09/07 to 07/09/07

Student Company Secretary 35 April 2007

Every student of the Institute, who has been sponsored for 15 months training either in a company or under a Company Secretary in Practice is
compulsorily required to attend and complete 25 Hours Academic Development Programme (ADP). The duration of each ADP would be eight hours
and those who have attended three such programmes would be deemed to have attended 25 Hours ADP.
Fee Rs. 250/- per participant
The Schedule of ADPs proposed to be organized by the Regional Councils/Chapters is as under :-
Organised by Date of the Venue of the Contact Address
Programme Programme
EIRC of 16.06.2007 EIRC Premises Executive Officer, EIRO of the ICSI, ICSI-EIRC Bldg., 3-A, Ahiripukur 1st
the ICSI Lane, Near Beck Bagan Nursing Home, Kolkata-700019 Tel. : 22832973/
22816541 Fax No. : 033-22816542 E-mail :
NIRC of 19.05.2007 NIRC Premises Executive Officer, NIRC of the ICSI, ICSI-NIRC Bldg., Plot No. 4, Prasad
the ICSI Nagar Institutional Area, New Delhi-110005 Tel. : 25763090/25767190/25816593
Fax No. : 25722662 (STD Code No. 011) E-mail :
SIRC of 16.05.2007 SIRC Premises Deputy Director, SIRC of the ICSI, SIRC-ICSI House, No. 9, Wheat Crofts
the ICSI Road, Nungambakkam, Chennai-600034 Tel. : 044-28279898/28268685
Fax No. : 044-28268685 E-mail :
Hyderabad 13.05.2007 Chapter Programme Coordinator, Hyderabad Chapter of SIRC of the ICSI # 6-3-609/5,
Chapter of Premises Anand Nagar Colony, Khairatabad, Hyderabad-500004 Tel. : 23399541/
SIRC of the 23396494 Fax No. : 23325458 (STD CODE : 040) E-mail :
The schedule of other ADPs proposed to be organised by NIRC and SIRC during 2007 is as under :
NIRC : (i) 21.07.07 (ii) 15.09.07 (iii) 17.11.07 SIRC : (i) 18.08.07 (ii) 15.11.07

(Period from 01-03-2007 to 31-03-2007)
15 Months Training with Company/Company Secretary in Practice and 03 Months & 15 days Practical Training
Biodata of the students sent to the companies/company Students sponsored for training
secretaries in practice for consideration
Pending Received Forwarded for Pending Pending Received No. of students Pending
Training as on during the consideration as on as on during who have actually as on
Type 28.02.07 month (upto 31.03.07) 31.03.07 28.02.07 the month taken for training 31.03.07
(upto 31.03.07)
15 Months in 9 96 93 12 06 72 58 20

15 Months with 07 15 8 14 12 55 42 25
CS in Practice

3 Months in NIL 121 121 NIL

15 Days in
Optional Area

2. Exemption
1. Number of applications pending as on 28.02.2007 : 20
2. Number of applications received for exemption : 71
3. Number of exemptions granted : 51
4. Number of pending applications as on 31.03.2007 : 40

Student Company Secretary 36 April 2007

LIST OF THE COMPANIES REGISTERED FOR Calyx Chemicals & Pharmaceuticals Ltd. 15 Months Suitable
IMPARTING TRAINING DURING THE MONTH OF 5, Marwah's Complex, Marwah Easte Training
FEBRUARY, 2007 Saki Vihar Road, Andheri (East)
Region Training Stipend Gitanjali Gems Limited 15 Months Suitable
Period (Rs.)
6, Back Bay View, 3rd Floor Training
NORTHERN Mama Parmanand Road,
Lurgi India Company Private Limited 15 Months Suitable Opera House, Mumbai-400004
A-30, Mohan Co-Operative Training JHP Securities (P) Ltd. 15 Months 4000-
Industrial Estate, Mathura Road 21-28, Gokul Arcade, S.N. Road, Training 5000
New Delhi-11 0044 Vile Parle (East), Mumbai-400057
Galaxy Commercial Limited 15 Months 4000- Hazel Mercantile Limited 15 Months Suitable
M-79, IInd Floor, Training 4500 1410, Maker Chambers V Training
M Block Market Greater Kailash-II Nariman Point, Mumbai-400021
New Delhi-11 0048 SOUTHERN
Menarini Raunaq Pharma Limited 15 Months 4000- Gokaldas Exports Limited 15 Months 5000
412-417, Ambadeep Training 5000 No. 70, Mission Road Training
14, Kasturba Gandhi Marg Bangalore-560027
New Delhi-11 0001 Rinac India Limited 15 and 03 Suitable
Spaceage Switchgears Limited 15 Months Suitable 5, Saraswathi Nivas Months Practical
68, Industrial Development Colony Training Main Chennel Road, Ulsoor, Training
Mehrauli Road, Gurgaon-122001 Bangalore-560008
Coral Drugs Pvt. Ltd. 15 Months 4000- Hewelett-Packard India 15 Months Suitable
1001, Akash Deep Building 26-A, Training 5000 Sales Private Limited Training
Barakhamba Road New Delhi-11 0001 24, Salarpuria Arena, Hosur Main
Road, Adugodi, Bangalore-560030
Gateway Rail Freight Pvt. Ltd. 15 Months 3500-
17, Ahluwali Chamber Ground Floor, Training 5000
L.S.C.Pushp Vihar, New Delhi-110062 Bengal Ambuja Housing 15 Months 3000-
Development Limited Training 3500
Delhi International Airport Pvt Ltd. 15 Months Suitable
Vishwakarma, 86 C, Topsia
I.G.I.Airport, Terminal 1-B Training
Road (South) Kolkata-700046
New Delhi-11 0037
Polar Industries Limited 15 Months Suitable
Tulip IT Services Limited 15 Months Suitable
Poddar Point Training
C-160, Okhla Industrial Area Phase-I Training
113, Park Stree, Kolkata-70016
New Delhi-11 0020
Nexgen Capital Limited 15 Months Suitable
9-B, Netaji Subhash Marg Daryaganj Training
Birla Cotsyn (India) Limited 15 Months Suitable
WZ 68, Todapur, New Iari Pusa
Dalamal House, 1st Floor Training
New Delhi-110012
J.B. Marg, Nariman Point
Mumbai-400021 P. BALAKRISHNAN PCSA-1440
Genesys International Corporation Ltd. 15 Months Suitable Santhi, Near Karunakara
73-A, SDF III, SPEEZ Andheri (East) Training Nursing Home, Wayanand Road,
Mumbai-400096 Calicut-673001
Datamatics Technologies Limited 15 Months 6000- K SIVADAS PCSA-1441
Knowledge Centre, Plot No. 58 Training 7500 Santhi, Near Karunakara
Street No. 17, MIDC Andheri (East) Nursing Home, Wayanand Road,
Mumbai-400093 Calicut-673001
Infiniti Retail Limited 15 Months 4000- A.C. MATHEW PCSA-1442
(A Tata Enterprises) Training 6000 39/4781, IInd Floor, Thoufeeq Complex
202, Akruti Centre Point Ravipuram, M.G. Road, Ernakulam
MIDC Seepz, Andheri (East) CHETAN GUPTA PCSA-1443
812, Aggarwal Millennium Tower
Nitco Tiles Limited 15 Months 2500 Netaji Subhash Place
Maker Chambers III, 8th Floor, Training Pitampura, Delhi-110034
Nariman Point, Mumbai-400021
Flexituff International Limited 15 Months Suitable
113-114, Geeta Nagar
C 41-50, SEZ, Sector-3 Training 203, Vardhman Apartment
Pithampur-454775, Distt. Dhar, MP Indore-452001

Student Company Secretary 37 April 2007

A-80, Deepam, Gandhi Amman
Kovil Street, Mele Thampanoor
Statue, Thiruvananthapuram-695001 PRIZE QUERY
PANKAJ KUMAR JAIN PCSA-1446 A banking company was constituted under the Banking
T.N. Tower, 2nd Floor, A.T. Road Companies (Acquisitions and Transfer of Undertakings) Act,
Guwahati-781001 1980. It desired to merge with it its subsidiary incorporated
under the Companies Act, 1956. Can this merger be done under
the provisions of Sections 391 to 394 of the Companies
B-19, Nav Rachna Apartments
Act, 1956?
East Arjun Nagar, Delhi-110032
208, Tirupati Plaza, Street No. 1 1. Answer should not exceed one page typed in double space.
Shakarpur, Vikas Marg, Delhi-110092 The answer sheet should contain the name, registration number
and address of the student.
B/17, Girisanidhya Co-Op. 2. Last date for receipt of answer is 16th May, 2007.
Housing Society, Shreenagar, 3. Two prizes (a first and a second) in kind will be awarded to the
Wagle Easte, Thane-400604 best answers and the names of the contributors will be published
MUNISH KUMAR SHARMA PCSA-1450 in the Bulletin.
24, Babar Lane, Bengali Market 4. The envelope should be superscribed Students Query,
New Delhi-110001 April 2007 and addressed by name to N.K. Jain, Secretary &
ASHISH SAXENA PCSA-1451 Chief Executive Officer, The Institute of Company Secretaries
13/1/6, East Guru Angad Nagar of India, ICSI House, 22, Institutional Area, Lodi Road, New
Laxmi Nagar, Delhi-110092 Delhi-110003.


In the Company Secretaries Regulations, 1982, for regulation 40, the following regulation shall be substituted, as published in the Gazette
of India(Extra Ordinary) vide Notification No. ICSI/710/1(M)/1 dated 3rd May, 2006.
40 Admission to the Intermediate Examinations -
No candidate shall be admitted to the Intermediate examination unless he/she :-
- (a) is a registered student and produces a certificate from the head of the coaching administration ( by whichever name designated) to the
effect that he has undergone satisfactorily a course of postal or oral tuition for the Intermediate examination; and
- (b) has successfully completed computer training program as may be specified from time to time by the Council and in the manner so
specified or exempted there from;
- (c) applies with such examination fee as may be determined by the council from time to time so as to reach the Secretary, in accordance
with the directions given by the Council.
In terms of the aforesaid amendment in the Company Secretaries Regulations, 1982, all students are required to successfully undergo a
Compulsory Computer Training Programme for becoming eligible for appearing in the CS Intermediate Examinations from June, 2007 examinations
The Institute, in compliance of the aforesaid amendments, has tied up with M/s NIIT through which 70 hours of computer training shall be
provided to the students/members of the Institute in all Centres of NIIT all over the country. To undergo this course, a student/member has to
approach any NIIT Centre on all India basis. To take admission, he/she has to deposit the requisite fees at the respective NIIT Centre and fulfill
the formalities as per the requirements of the Computer Training Centre.
The list of NIIT Centres including detailed course contents, module details and topic-wise time duration etc. have been published on the
website of the ICSI i.e. under FAQ.
Salient features of the course in brief : -
Title of the Course Understanding Information Technology in Corporate Environment.
Duration of the Course 70 Hours
Fee Rs.3000 per participant for General Category & Rs.2500 per participant for SC/ST Category
Note : Service Tax as per the GOI rules applicable from time to time shall be paid in actual by the participant
A student can be exempted from undergoing the course on the basis of his existing qualification/degree in the computer field subject to the conditions
that he or she enrolls himself/herself for an online exemption test (to be conducted by NIIT) at any of the NIIT Centre on all India bases and successfully
clears the test. A fee of Rs.450 plus Service Tax, etc. per student is payable for online test which is applicable for a maximum of TWO attempts within a
period of one month.
The Course is open to all the students and members of the ICSI.
Computer Training will be compulsory and pre-requisite for all the students intending to appear in the Intermediate Examination from December, 2007
session onwards. No student will be allowed to appear at the Examination to be held from December, 2007 session onwards unless he/ she successfully
completes the Computer Training.
However, a student may be permitted PROVISIONALLY to appear in the June, 2007 session only without completing the computer training with the
condition that, he/ she will complete the Computer Training before seeking enrollment to Final Examinations.
Student Company Secretary 38 April 2007
T o SStart
tart Car eer in
Company Law
At Mumbai and/or Pune
with a Fast & Progressive Chartered Accountants Firm involved in
Company Law work from incorporation to mergers and demergers for
CS Students
Apply Immediately with Complete Bio-data for the post of

Box No. 140
C/o Student Company Secretary
The Institute of Company Secretaries of India
22, Institutional Area, Lodi Road, New Delhi-110003
Student Company Secretary 39 April 2007
9.30 AM TO 12.30 PM 1.30 PM TO 4.30 PM
02.06.2007 Advanced Company English and Business General and Commercial Laws
Regn. No. 42947/84

Saturday Law and Practice Communication

03.06.2007 Secretarial Practice Basic Economics &
Sunday relating to Economic Business Environment Company Accounts and Cost &
Laws and Drafting Management Accounting
& Conveyancing
Posting Date : 20/21-04-2007

04.06.2007 Secretarial, Management Financial Accounting Tax Laws

Monday and Systems Audit
05.06.2007 Financial, Treasury Elements of Business Laws Management Information Systems
Tuesday and Forex Management and Management & Corporate Communication
06.06.2007 Corporate Restructuring Information Systems and Company Law
Wednesday Law and Practice Quantitative Techniques
07.06.2007 Banking and Insurance Company Secretarial Practice

Thursday Law & Practice
08.06.2007 World Trade Organisation
Friday International Trade, Economic, Labour and
Joint Ventures and Industrial Laws
Foreign Collaborations GROUP-II
09.06.2007 Direct and Indirect Securities Laws and Regulation
Saturday TaxationLaw and of Financial Markets

10.06.2007 Human Resources
Sunday Management and
Industrial Relations



Lodi Road, New Delhi-110003.

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

Secretaries of India, payable at New

favour of The Institute of Company
crossed demand draft drawn in
All fees and other dues payable to
the Institute may be remitted only by
Delhi Postal Regn. No. DL(S)01/3167/2006-07-08

Licensed to post without prepayment at N.D.P.S.O.

H Licence No. U (C) 130/2006-08

ICSI House, 22, Institutional Area,

Students are requested to quote
their Registration Number in all