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Annual Subscription : Rs. 100 Vol. No. 7 September, 2012 Price Per Copy : Rs.

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Independence Day Celebration on
15th August at ICSI-EIRC
Full Day Seminar on Good Governance for Sustainability on 30th August, 2012
Full Day Seminar on XBRL under Revised Schedule-VI
E-Voting and E-Conferencing on 18th August, 2012
M E D I A C O V E R A G E
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
CHAIRMANS MESSAGE
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M E D I A C O V E R A G E
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012 01
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
Dear Professional Colleague,
Corporate Governance refers to the rules that guide the
behavior of corporations, shareholders, and managers.
It also refers to government actions that promotes and
enforces those rules. Good corporate governance
provides stable and productive business environment.
The ICSI has taken many initiatives for creating awareness
regarding corporate governance.
Good corporate governance is more than maintaining
sound financial systems or making statutory payments.
It involves rules-based systems for the growth of any
country. In the context of our country, the market regulators
i.e. MCA, SEBI and TAX authorities etc. have been
continuously reviewing the existing provisions and are
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CHAIRMANS MESSAGE
Contents
EDITORIAL BOARD
Chairman : CS Ranjeet Kr. Kanodia
Members : CS K.K. Chhaparia
CS Rajesh Poddar
CS Ranjeet Kr. Agarwal
CS T B Chatterjee
From the
Chairman
"We often think of change coming from the outside in
rather from the inside out, even if we recognise the need
for change we usually think in terms of learning new
skills, rather than showing more integrity to basic
principles." - Stephen R. Covey Ph.D.
Vol. No. 07 September, 2012 Price : Rs. 10
Media Coverage
Chairmans Message
Image Gallery
Articles
Legal Journey
EIRC News
Students Box
Quiz Corner
Chapter News
Announcement of MSOP Advt.
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Eastern India Regional Council
Chairman : CS Ranjeet Kr. Kanodia
Vice Chairman : CS Arun Kr. Khandelia
Secretary : CS Deepak Kr. Khaitan
Treasurer : CS Sunita Mohanty
Members : CS Anjan Kr. Roy
CS Mukesh Chaturvedi
Ex-Officio : CS Anil Murarka
CS Ashok Kr. Pareek
Co-Opted Member : Dr. Nawrang Saini
Mr. Anand Kr. singh
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
CHAIRMANS MESSAGE
making the requisite changes accordingly. As a part of the
process, MCA has decided to constitute a Committee to
conduct this study and prepare a detailed report within a
period of six months. SEBI has decided to mandate inclusion
of Business Responsibility Reports ("BR reports") as part
of the Annual Reports for listed entities and SEBI has also
decided that the 'Aadhaar Letter' issued by UIDAI shall be
admissible as Proof of Address .
As a part of its initiative towards Corporate Governance,
ICSI celebrated its 2nd ICSI Corporate Governance Week
on the theme "Good Governance for Sustanibility" from
August 27 to August 31, 2012 throughout the country. During
the ICSI Corporate Governance Week, the ICSI-EIRC
organized a Full Day National Seminar on "Good Governance
for Sustainability" on 30th August, 2012 at Hotel The Park,
Kolkata and it was a grand success. The Programme was
inaugurated by Shri Amalesh Bandopadhyay, Member
(Technical), Company Law Board, Kolkata Bench and the
Program was addressed by eminent speakers . The
Valedictory session was graced by CS Debasish
Bandopadhyay, ROC, (W. B.) MCA and CS K. Ananda Rao,
Official Liquidator, High Court Calcutta. The ICSI-EIRC
organised a Full Day Seminar on "XBRL under Revised
schedule-VI, E-Voting and E-Conferencing" on 18th August,
2012 wherein, CS Debasis Bandopadhyay, ROC (W.B.),
MCA, was the Chief Guest, Dr. Pankaj Srivastava, Director,
Ministry of Corporate Affairs and Shri J.P. Agarwal, Architect,
M/s. Agarwal & Agarwal were Guest of Honour and a host
of other eminent speakers addressed the audience.
The ICSI-EIRC also celebrated our Independence Day on
15th August at ICSI-EIRC Building, wherein no. of
programmes were performed by the students and members.
We also organized a study circle meeting on topic "Global
Change in Corporate Law and Opportunities for Companies
Secretaries in Global Market" on 25th August, 2012 at ICSI-
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EIRC Building which was addressed by eminent speaker,
CS Abhijit Mukhopadhyay, President (Legal) & Company
Secretary Hinduja Group, London.
We have endeavoured significantly to conduct SIP, EDP,
MSOP programmes for the students on a regular basis and
have been incredibly proactive in bringing up quality speakers
so as to enrich the knowledge level of the students. We
have also organized a "Campus Interview" on 21st August,
2012 at ICSI-EIRC Building for the fresher qualified members
and for students seeking Management Training ,in which 9
Companies and firms took part to take interview and large
no. of students and members participated in the said campus
interview.
Friends, we are trying our best to keep on updating our
EIRC portal of ICSI with the latest announcement regarding
Seminars, Workshops, EDP, SIP, MSOP and other student
related programmes. We are also providing e-newsletter in
our EIRC portal in which we launched a quiz scheme for
students and members both and a good response has
received yet. So, I request you all to please visit our website
www.icsi.edu/eiro regularly.
The professional world has witnessed dynamic changes in
recent times and global integration has helped a lot in
creating flexible opportunities and opening up avenues of
growth for professionals. A set of core areas like Excise,
FEMA, Income Tax and Service Tax are on the road map
where we professionals can exercise our ability to offer
services across boundaries.
With best regards,
CS Ranjeet Kr. Kanodia
Chairman, ICSI-EIRC
e-mail : kanodia.rkumar@gmail.com
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012 04
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Full Day Seminar on Good Governance for Sustainability
held on 30th August, 2012 at The Park Hotel, Kolkata
FULL DAY SEMINAR ON GOOD GOVERNANCE FOR
SUSTAINABLITY HELD ON 30TH AUGUST, 2012
Shri Amalesh Bandopadhyay, Member (Technical), CLB, Kolkata lighting the
lamp. Other seen From (L to R) CS S Gangopadhyay, CS BP Dhanuka, CS Ranjeet
Kr. Kanodia, CS Deepak Kr. Khaitan, CS Anjon Kr. Roy, CS Sanjay K. Gupta and
CS Mahesh Shah.
CS Ranjeet Kr. Kanodia, Chairman, ICSI-EIRC addressing the gathering.
Prof. (Dr.) Suman K. Mukherjee, Principal & Dean, Bhartiya Vidya Bhavan,
Institute of Management Science, delivering the speech.
Shri Vijay Bhushan, Chairman, Association of National Exchanges members of
India - NIRC, delivering the speech.
Shri Amalesh Bandopadhyay addressing the gathering.
CS Ranjeet Kumar Kanodia offering memento to Shri Amalesh Bandopadhyay.
CS Ranjeet Kumar Kanodia offering memento to Ms. Sujata Roy.
CS Sanjay Kr. Gupta, Practising Company Secretary, delivering the speech.
Shri Saud Siddique , Joint Managing Director, SREI Infrastructure Finance Limited,
delivering the speech.
CS Ranjeet Kumar Kanodia offering memento to Ms. Rubina Sen.
Shri B.B. Chatterjee, Executive Vice-President & Company Secretary ITC Limited,
delivering the speech.
Shri Nitin Ambure, Vice-President, NSDL , addressing the gathering.
Shri Vinod Goyal, Vice Chairman, East Region of Association of National Exchanges
members of India, delivering the speech.
From (L to R) : CS Debasis Bandopadhyay, CS Ranjeet Kr. Kanodia and CS K.
Anand Rao.
From (L to R) : CS Ranjeet Kr. Kanodia and Shri Amalesh Bandopadhyay.
Press Conference From (L to R) : CS Ranjeet Kr. Kanodia and CS Deepak kr.
Khaitan addressing.
Cross Section of Audiences.
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ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012 05
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Full Day Seminar on Good Governance for Sustainability
held on 30th August, 2012 at The Park Hotel, Kolkata
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ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012 06
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Full Day Seminar on Good Governance for Sustainability
held on 30th August, 2012 at The Park Hotel, Kolkata
Guest Speakers
Mr. Amalesh Bandhopadhyay Prof. (Dr.) Suman K. Mukherjee CS Sanjay Kr Gupta Mr. Saud Siddique Mr. Vijay Bhushan Mr. Vinod Goyal Mr. Nitin Ambure
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ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
CORPOATE GOVERNANCE :
PRACTICAL ASPECT
ARTICLES
07
CS Sonali Mishra
Practising Company Secretary
Major donors, investors and international financial institutions are
increasingly basing their aid and loans on the condition that reforms
that ensure "good governance" are undertaken. In the 1992 report
entitled "Governance and Development", the World Bank set out
its definition of good governance. This term is defined as " the
manner in which power is exercised in the management of a
country's economic and social resources for development". Although,
the concept of "governance" is not new. It is as old as human
civilization. Simply governance means the process of decision-
making and process by which decisions are implemented (or not
implemented). Governance can be used in several contexts such
as corporate governance, international governance, national
governance and local governance.
Good Governance & Corporate Sector
The Indian economy has expanded at a rapid rate during the
current decade and the corporate sector has been the biggest
contributor in this growth story. A significant feature of this growth
is the increasing integration of the Indian corporate economy into
the global business environment. In the changing scenario, the
corporate sector has witnessed a paradigm shift not only in terms
of size, complexity and sophistication but in terms of growing
expectations of shareholders, investors, customers and all other
stakeholders. Business and society are deeply and dynamically
interdependent. Business can not afford to function and survive
in the long run unless they behave in a legitimate and socially
responsible manner. They can sustain their growth only if society
is satisfied with their overall contribution to societal well-being.
Elements of Good Governance
Role of Board in Corporate Governance
Corporate governance involves a set of relationships between a
company's management, its board, its shareholders and other
stakeholders. Corporate governance also provides the structure
through which the objectives of the company are set, and the
means of attaining those objectives and monitoring performance
are determined. Good corporate governance should provide proper
incentives for the board and management to pursue objectives
that are in the interests of the company and its shareholders and
should facilitate effective monitoring.
The institution of board of directors was based on the premise that
a group of trustworthy and respectable people should look after
the interests of the large number of shareholders who are not
directly involved in the management of the company. The position
of board of directors is that of trust as the boad is entrusted with
the responsibility to act in the best interests of the company.
ACTION TO TAKEN BY BOARD TO IMPROVE CORPORATE
GOVERNANCE :
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012 08
ARTICLES
Role of Professional/Professional Bodies in Promoting
Corporate Governance & Sustainability
In the recent past, the Indian economy has recorded an incredible
and dependable growth, which has brought it to a considerable
global attention. The regulatory authorities as well as the legislations
have kept pace with these development and continuously attempted
to improve the infrastructure and environment to bring it in tune
with international benchmarks. In doing so, the role and responsibility
of professionals in facilitating best practices in corporate governance
are significant.
Clause 49 of the Listing agreement has provided a frame work for
validation and reporting regarding compliance with Corporate
Governance requirement. Various duties have been prescribed
for the board, audit committee, CEO/CFO etc. and the
auditor/Practicing requirements of corporate governance. Members
of accounting and secretarial profession will be involved as Directors,
CEO, CFO, compliance officers and in other roles in Financial
Management, Control Systems etc. As the professionals are
involved in various facets of the corporate governance compliance,
the role of professionals can be of two types:
a) Direct involvement in corporate governance as a member of
the board of directors including Independent Director/various
committees of the board/Holding the position of a
CFO/CEO/Compliance Officer of the company.
b) As a reviewer of the functioning of the company, its board and
committees as a part of the certification relating to corporate
governance.
Company secretaries have been recognized as one of the Principal
Officers of the company under various enactments. Being an
important member of the corporate management team, a company
secretary, apart from acting a conscious-keeper of the company,
advises on good governance practices and compliance of Corporate
Governance norms as prescribed under the Companies Act, Listing
Agreement with Stock Exchanges and various other laws, rules
and regulation.
Following are the main professional bodies in India, working
under the administrative control of Ministry of Corporate
Affairs :
ICSI has established a centre for Corporate Governance of research
and training at Navi Mumbai.
ICSI has launched ICSI Corporate Governance Award for excellence
in maintain good governance in an organization.
ICSI has also launched Post Membership Qualification Course in
"Corporate Governance".
ICSI has conducted more 1500 workshop and seminars for
promoting and creating corporate governance.
ICSI also observed to celebrate Corporate governance as an event
every year.
Since the professional bodies of company secretaries are global
facilitator of corporate governance reform, they have the more
responsibility towards the various stakeholders. They need to
convert themselves into a more conscientious body in development
of governance professionals with high moral standard and
integrity. n
COMPANY SECRETARIES BENEVOLENT FUND
ICSI has established the Company Secretaries Benevolent
Fund (CSBF) in the year 1976 which seeks to create big security
umbrella to derive comfort and Security.
Benevolent Fund - We Care
The Fund provides assistance for education/medical or for any
other similar purpose in deserving cases to the
} Members of the ICSI
} Spouse and Children of the deceased members.
Looking towards Secure Future
} The financial assistance upto Rs. 60,000 is provided to
the members for medical expenses for self, spouse or
dependents in deserving cases on receipt of request.
} Financial assistance for education at the rate of Rs. 10,000/-
per child (subject to maximum of two children) in deserving
cases is provided to the family of the deceased members.
} As a member of the Fund upto the age of 60 years it covers
the member's future through the Group Life Insurance
Policy for a sum of Rs. 2,00,000/-. In addition to this
additional financial assistance of Rs. 3,00,000/- is provided
to the family of the deceased member of the Fund from
the CSBF. The widow /dependents of the deceased member
above 60 years of age may be provided financial assistance
upto Rs. 2,00,000/- from the fund depending upon the
merit of the case.
} The assistance is provided in minimum time possible.
Details of the Benevolent Fund
} Fund is a society registered with the Registrar of Societies,
New Delhi.
} Fund is managed by the Committee consisting of 12
members.
} President, Vice President and Secretary of the ICSI
are ex-officio members of the Managing Committee of the
Fund.
} The Fund is recognised under the Section 12 A of the
Income Tax Act.
Financial Position of the Fund (as on 31.3.2011)
} Corpus : Rs. 311.63 lacs.
} Investments : Rs. 404.79 lacs.
} Total number of members : 7901.
} Total assistance provided in the year 2010-11 : Rs. 14.55
lacs.
Advantages to you
} Contribution to the Fund is a noble cause.
} Members of the ICSI after becoming the member of CBSF
get the additional security shield for the life.
} Contribution to the Fund qualify for the deduction under
section 80-G of the Income Tax Act, 1961.
... And it's all so easy
} You have just to fill up a form provided here to become a
member of the Fund.
} You have to pay a small amount of Rs.7,500/- as a one
time contribution for your life membership of the Fund.
} You have to provide the names of the dependents.
} You can deposit the form at Headquarter or with any Regional
Council/Chapter.
} The cheque / Demand draft has to be drawn in favour of
Company Secretaries Benevolent Fund. The application
has to be made to the Secretary & CEO of the ICSI.
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
INTRODUCTION TO
e-VOTING PLATFORM
ARTICLES
9
CS C P Jena
Practising Company Secretary
Section 192A of the Companies act, 1956, read with the Companies
(Passing of the Resolution by Postal Ballot) Rules, 2001 (the
Rules) obligates the listed companies to conduct certain businesses
only by way of postal ballot. The companies Act and the Rules
also permit the companies to pass any other business through
postal ballot apart from those businesses which are to be transacted
mandatorily through postal ballot. Fourther, SEBI (Buy Back of
Securities) Regulations, 1998, SEBI (Delisting of Equity Shares)
Regulations, 2009 and
SEBI ( Subst ant i al
Acquisition of Shares and
Takeover) Regulations,
2011 r equi r e l i st ed
compani es t o pass
c er t ai n addi t i onal
busi nesses t hr ough
postal ballot.
As per section 192A, a
postal ballot also includes
voti ng by el ectroni c
mode. It had been the
endeavor of the Central
Government to provide
wider participation of
shareholders in decisions of the companies through electronic
voting process. Hon'ble Finance Minister in his budget speech for
FY 2012-13 has also proposed for providing opportunities for wider
shareholder participation in important decisions of the companies
through electronic voting (e-voting) facilities, besides existing
process for shareholder voting.
In order to implement the aforesaid and to enable wider participation
of shareholders in important proposals, it has been decided to
mandate the listed companies to enable e-voting facility also to
their shareholders, in respect of those businesses which are
transacted through postal ballot by the listed companies. To begin
with, this requirement shall be applicable to top 500 listed entities
at BSE and NSE, chosen based on the market capitalization
computed as on the date of this circular. It has, therefore, been
decided to specify suitable listing conditions in this regard and
amend the Equity Listing Agreement by inserting Clause 35B.
E-VOTING :
e-Voting is voting through an electronic system where shareholders
can vote on resolutions of companies requiring voting through
Postal Ballot as per extant rules and regulations without having
the necessity of sending their votes through post. Ministry of
Corporate Affairs has authorized NSDL & CDSL for setting up an
electronic platform to facilitate shareholders to cast vote in electronic
form.
HIGHLIGHTS OF E-VOTING PLATFORM :
u Benefits from e-voting platform for company and shareholders
perspective both
u This e-voting facility
are available for both type
of sharehol ders i . e.
shareholding holding
shares in physical and
demat mode with NSDL
or CDSL, as on record
date.
u In case of demat
a c c o u n t s / s h a r e s
certificates held by joint
holders:- As, only one of
the several joint holders
is entitled to exercise
voting power, in case of
e-voting only first holder
is recognized for the purpose of sending user ID & password for
e-voting. Accordingly, the vote casted using the User ID and
password sent to first holder is recognized on behalf of all the joint
holders, as the shareholder who casts the vote through the e-
Voting services is doing so on behalf of all joint holders.
u E-voting system brings flexibility, convenience and ease of
operation for the shareholder to cast vote through internet.
Thus, eliminating the need to appoint a proxy and The time
defined in the Postal Ballot Rules, 2001 for Postal Ballot is
applicable for e-Voting as well.
u Partial voting is permitted in Postal Ballot Mechanism and
same is available in e-voting system. A shareholder can also
split the votes within a particular resolution upto to total holding
only and for this facility company has to decide whether to
permit security holder to vote for or against within a resolution.
u In case, shareholder voted through the internet and physically
both , the vote cast by shareholder through internet will be
considered as final votes for the resolution.
u The Shareholder has the option to vote either through the
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012 10
ARTICLES
internet or though the postal ballots, on all the resolutions
available for voting, but not both. The system will record the
votes cast through either of the modes and disallow voting
entry of physical votes or electronic for security holders.
u There is no pre-registration related activity required at your
end. The registration details viz., User ID and password will
be sent by the Issuer / R&T Agent /NSDL OR CDSL in the
following mode :
DETAILS PROCESS OF E-VOTING REGARDING CDSL
AGENCY :
Signing up an agreement :
1. The Company intending to avail e-voting, will sign a bi-partite
or tri-partite agreement with its RTA and Central Depository
Services (India) Ltd. (CDSL).
2. The agreement charge is Rs. 5,000/-
3. After signing the agreement, the company will give a letter,
authorizing its RTA to interact with CDSL for all activities
pertaining to e-Voting.
4. CDSL will generate User ids for companies or their RTA
(separate Maker & Checker id) and the Scrutinizer.
Currently, CDSL are offering our e-Voting Services free of
cost e-Voting Process for Companies :
u The company (through its Registrar and Transfer Agent [RTA])
will setup the e-Voting schedule on the e-Voting website
ww.evotingindia.com, upload the resolutions on which voting
is required and generate the Electronic
u Voting Sequence Number (EVSN). An EVSN will be unique
for every postal ballot conducted.
u While creating an EVSN the company will have to upload the
following:
The Register of Members
Resolution/s
Extract of Resolution/s
Corporate Logo (Optional)
u CDSL will generate passwords across all shareholders
(physical or demat) and provide them to the company.
u The company will then communicate the passwords, the
EVSN and the procedure for e-Voting to its shareholders.
The e-Voting Process to be followed by the shareholders to
cast their votes :
u During the voting period, the shareholders can visit the e-
Voting website www.evotingindia.com and select the relevant
EVSN / Company for voting.
u The shareholders having shares in the demat form can login
to the e-Voting system using their user-id (i.e. demat account
number), PAN, password provided by CDSL and either Date
of Birth (DOB) or dividend bank account number (for demat
security holders). Physical shareholders can log-in using the
folio number of the shares, PAN and the password provided
by CDSL (for physical security holders).
u After logging in, demat security holders will have to mandatorily
change their password. This password can be used by
demat security holders for all future voting on resolutions
of companies in which they are eligible to vote. Physical
shareholders will be provided with a fresh password for every
postal ballot voting.
u Security holders can then cast their vote on the resolutions
available for voting.
u Security holders can also view the resolution details on the
e-Voting website.
u Once the security holder casts the vote, the system will not
allow modification of the same.
u During the voting period, security holders can login
any number of times till they have voted on all the
resolutions.
e-Voting for Scrutinizers:
At the end of the voting period, the scrutinizer can download the
entire voting data using the Scrutinizer login.
PROCEDURE FOR USING THE E-VOTING SYSTEM AT NSDL:
1. The Issuer/R&T Agent desiring to use the e-Voting system
shall sign an agreement with National Securities Depository
Limited (NSDL).
2. The Issuer/R&T Agent will setup the e-Voting schedule by
logging in on the e-Voting website www.evoting.nsdl.com,
enter the resolutions details and generate the Electronic
Voting Event Number (EVEN).
3. The Issuer/R&T Agent shall then upload the Register of
Members (RoM) as on the record date in the specified file
format.
4. NSDL will generate the user-ID and password for the
shareholders. In respect of shareholders whose email Ids are
provided by Issuer/R&T Agent, the user-ID and password will
be emailed to the shareholders in a secure manner. For the
remaining shareholders user-Id and password shall be provided
to the Issuer/R&T Agent for printing and onward dispatch
of pin-mailers to shareholders.
5. The Issuer/R&T Agent will then communicate the password,
EVEN and the procedure for eVoting, along with the notice of
the resolution to all the shareholders.
6. After the voting period is over, the e-Voting system will provide
to the scrutinizer, the details of the votes casted. n
In case email address of the
Sole / First Holder is available
with the Issuer/R&T Agent
NSDL will generate User ID &
password and send the same
at the email address provided
by issuer/R & T Agent.
Usi ng t he User I D and
password, you will login to the
e - V o t i n g s y s t e m
(https://www.evoting.nsdl.com)
of NSDL
Others (where email address of the
Sole / First Holder is not available
with the Issuer/R&T Agent)
NSDL will generate User ID and
password and provi de i t to the
Issuer/R&T Agent
The Issuer/R&T Agent will dispatch the
User ID and password in a PIN mailer
at the address of the Sole/First Holder
Using the User ID and password, you
wi l l l ogi n t o e-Vot i ng syst em
(https://www.evoting.nsdl.com) of
NSDL.
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012 11
LEGAL JOURNEY
Legal Journey
MCA 21
Applicability of Service Tax on Commission Payable to Non-
Whole Time Directors of a Company under Section 309(4) of
The Companies Act, 1956. (MCA General Circular No. 24 dated
09.08.2012)
The Non-Whole Time Directors of The Company are presently not
covered under exempted list and as such, the sitting
fees/commission payable to them by the company is liable to
Service Tax. If such Service Tax is paid by the Company, it will be
deemed to be a part of remuneration U/S 198 of the Act and
would accordingly increase the remuneration amount of such non-
whole Time Directors. This remuneration could then exceed the
limit of 1% profit (u/s 309(4)) of the company when the company
has a Managing/Whole Time Directors/Managers or 3% of the
profit (u/s 309(4)) of the company if the company does not have
a Managing/Whole Time Directors/Managers, as the case may b
e. As per existing provisions of the Companies Act, 1956, this
would require prior approval of Central Government u/s 309 and
310 of the Act. It has now been decided that any increase in
remuneration of Non-Whole Time Director(s) of a company solely
on account of payment of service tax on commission payable to
them by the company shall not require approval of Central
Government under section 309 and 310 of the Companies Act
even if it exceeds the limit 1% or 3% of the profit (u/s 309(4))
of the company, as the case may be, in the financial year 2012-
13.
Constitution of a Committee for Reforming the Regulatory
Environment for doing Business in India (General Circular
No. 26/2012 dated 23rd August, 2012)
To conduct an in-depth study into the entire gamut of regulatory
framework and come out with a detailed roadmap for improving
the climate of business in India in a time bound manner, MCA has
decided to constitute a Committee to conduct this study and
prepare a detailed report within a period of six months
Company Law Settlement Scheme, (Jammu & Kashmir) 2012
Ministry of Corporate Affairs vide its General Circular No. 23/2012
dated August 06, 2012 has introduced a Special Scheme called
"Company Law Settlement Scheme, (Jammu & Kashmir) 2012".
The scheme has been devised to give an opportunity to defaulting
companies in the state of Jammu and Kashmir to make their
default good by filing belated documents and to do regular filings
in future. The Scheme further condones the delay in filing documents
with the Registrar and grants immunity from prosecution, if the
belated forms are filed. The Forms can be uploaded on an additional
fee of 25 percent of actual additional fee payable. The scheme
has been devised specially for the state of Jammu and Kashmir,
as it was observed by the Ministry that non compliance of the filing
of Balance Sheets and Annual Returns is very critical in this state.
Clarification regarding Managerial Remuneration
MCA vide its Notification dated August 16, 2012 has issued
clarification to the Notification G.S.R. 534(E) dated July 14, 2011.
Notification G.S.R. 534(E) had made various amendments in
Schedule XIII to the Companies Act, 1956. One of the amendments
had inserted a proviso in sub-para C of Part II of Section II, as per
which Central Government approval is not required, if the managerial
person is not having any interest in the capital of the Company
and the remuneration payable by Company having no profits or
inadequate profit exceeds the limit of Rs. 48,00,000 p.a. or Rs.
4,00,000 p.m.In this respect, representations have been received
by the Ministry, that corporates have been allocating shares by
way of qualification shares and/or under ESOP, therefore it has
been clarified that any employee holding shares upto 0.5% of the
paid up share capital of the Company under any scheme formulated
for allotment of shares to such employees including ESOP and
qualification shares, will not be considered as having any interest
in the capital of the Company and hence will not require Central
Government approval.
Clarification on Para 46A of notification number G.S.R. 914(E)
dated 29.12.2011on Accounting Standard 11 relating to "The
effects of Changes in Foreign Exchange Rates" (General
Circular No. 25/2012 dated 09.08.2012)
Based on representations received from industry associations that
para 6 of Accounting Standard- 11 and Para 4(e) of Accounting
Standard -16 are posing problems in proper implementation of
para 46A of notification 914(E) dated 29.12.2011, MCA has clarified
that "para 6 of Accounting Standard - 11" and "para 4(e) of the
Accounting Standard - 16" shall not apply to a company which is
applying "clause 46-A of Accounting Standard - 11".
SEBI
Redressal of investor grievances against listed companies in
SEBI Complaints Redress System (SCORES)(SEBI Circular
dated 13.08.2012)
SEBI had issued Circular No.CIR/OIAE/2/2011 dated June 3, 2011
regarding commencement of SEBI Complaints Redress System
(SCORES). Now all companies whose securities are listed on
stock exchanges, have been advised:
A. To obtain SCORES authentication by September 14, 2012 in
terms of the aforesaid circular.
B. To take appropriate necessary steps within 7 days of receipt
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012 12
LEGAL JOURNEY
of Section-80A (2).
Delhi High Court: Cost of repairs and renovation incurred by
the employer is not taxable income of the assessee as per
provision of section 17(2)(iv).
Case : Scott R. Baymanvs CIT, ITA no. 285 of 2003, Dated:17-
08-2012
Issue Involved:Whether the amount spent by the employer towards
the repair of building would be covered by clauses (iii) & (iv) of
Sub-Section 2 of Section 17 of the Income Tax Act, 1961?"
In favour of Assessee.
Held that the provision of section 17(2)(iv) cannot be made
applicable for the reason that it was not the obligation of the
employee to carry out repairs and Renovations. As per their Service
Contract, the employer had to provide the assessee with furnished
accommodation including maintenance, security and services.
The employer had to renovate and upgrade the facilities upto the
mark having regard to assessee's status in the company.
The express provision of Rule 3 of the Valuation Rules - which
elaborates various contingencies in relation to the perquisite of
rent free accommodation, rules out the intention of Parliament to
treat expense in relation to improvement, repairs or renovations,
as falling within the meaning of "perquisite".
If the premises were to be valued at market value (of the rental),
in case it increased as a result of the renovations, the only
prescribed mode was to apply the method indicated by Rule 3(a)(iii)
of the Valuation Rules.
Therefore, the cost of repairs and renovation shall be deleted from
the taxable income of the assessee.
Service Tax: Circular No. 158/9/2012-S.T., dated 8-5-2012 prima
facie incorrect
There was increase of service tax rate from 10% to 12% w.e.f. 1-
4-2012. CBEC had issued Circular No. 158/9/2012-S.T., dated 8-
5-2012 stating that even if service was provided and invoice issued
before 31-3-2012, service tax will be payable @ 12% if payment
is received on or after 1-4-2012.
In this regard, the petitioners challenged Circular No. 158/9/2012-
S.T., dated 8-5-2012, which clarified that in respect of services
provided before 1-4-2012 and invoices issued before that date but
payment was made on or after 1-4-2012, service tax rate of 12%
was applicable. Petitioners contended that Circular was contrary
to Rule 4 of the Point of Taxation Rules.
It was held that, prima facie, as per Rule 4(a) ibid, in cases referred
to by the petitioners; rate of tax would be 10% and not 12%. Hence,
Department shall not take any coercive action for recovery until
final disposal. Thus, stay was granted by Delhi High Court on 27th
July, 2012 - Delhi Chartered Accountants Society (Regd.) v. Union
of India. (Source: www.taxmann.com
RELAXATION FROM COMPULSORY E-FILING OF RETURN OF
INCOME FOR ASSESSMENT YEAR 2012-13 - FOR
REPRESENTATIVE ASSESSEES OF NON-RESIDENTS AND IN
THE CASE OF PRIVATE DISCRETIONARY TRUST (CBDT
CIRCULAR NO. 6/2012 DATED 03.08.2012)
INADMISSIBILITY OF EXPENSES INCURRED IN PROVIDING
FREEBEES TO MEDICAL PRACTITIONER BY PHARMA-
CEUTICAL AND ALLIED HEALTH SECTOR INDUSTRY (CBDT
CIRCULAR NO. 5/2012 DATED 01.08.2012) n
of complaint by the concerned company through SCORES,
so as to resolve the complaint within 30 days of receipt of
complaint and also keep the complainant duly informed of the
action taken thereon.
In case of failure to comply with the above, SEBI would be
constrained to initiate enforcement actions as per the law as may
be deemed appropriate.
Amendment to Equity Listing Agreement - Business
Responsibility Report (SEBI Circular dated 13.08.2012)
SEBI has decided to mandate inclusion of Business Responsibility
Reports ("BR reports") as part of the Annual Reports for listed
entities. Therefore, in line with the objective to enhance the quality
of disclosures made by listed entities, certain listing conditions
have been specified by way of inserting a new Clause 55 in the
equity Listing Agreement.
Manner of dealing with Audit Report filed by Listed Companies
(SEBI Circular dated August, 13 2012)
SEBI, in its continuous endeavor to enhance the quality of financial
reporting being done by listed companies, has now, decided to
put in place a system to monitor the audit qualifications contained
in the audit report accompanying the audited annual financial
statements submitted by listed companies and has carried out
following amendments to the Equity Listing Agreement:-
A. Clause 31 (a) of Equity Listing Agreement has been amended
to include newly introduced Form A or Form B.
B. Further, after Clause 31, a new Clause 31A shall be inserted
in the Equity Listing Agreement, viz.,: "31A. The issuer agrees
to restate its books of accounts on the directions issued by
SEBI or by any other statutory authority, as per the provisions
of the extant regulatory framework".
"Aadhaar Letter" as Proof of Address for Know your Client
(KYC) norms (SEBI Circular dated August, 13 2012)
SEBI, in consultation with Unique Identification Authority of India
(UIDAI), Government of India, has decided that the 'Aadhaar Letter'
issued by UIDAI shall be admissible as Proof of Address in addition
to its presently being recognized as Proof of Identity.
TAX
Delhi High Court: Adjustment of Losses of one unit with other
unit for claiming exemption under Income Tax
Case : CIT v. GRAVS Appliance Pvt. Ltd. (- ITA no. 745 of 2011
Dated:06-08-2012 )
Issue Involved: Whether losses of one unit which is not eligible
for deduction can be adjusted against the profit of second unit
while arriving at profit eligible for deduction u/s 80IC of IT Act?
In favour of AssesseeHon'ble Delhi High Court in this case held
that losses of one unit which is not eligible for deduction can be
adjusted against the profit of second unit while arriving at profit
eligible for deduction u/s 80IC of the Income tax Act, 1961 and
held that each unit will be considered independently.
Hon'ble Court further clarified that the deduction cannot exceed
the gross total income computed by the A.O. in this case, in view
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012 13
EIRC NEWS
Independence Day Celebrating on 15th
August 2012 at ICSI-EIRC Building
ICSI-EIRC of ICSI celebrated Independence Day at the ICSI-EIRC
Building on Wednesday, the 15th August, 2012 at 10.00 am. CS
Ranjeet Kr. Kanodia, Chairman, ICSI-EIRC, hoisted the National
Flag followed by National Anthem in the presence of CS Deepak
Kr. Khaitan, Secretary, ICSI-EIRC Members of the Institute, Students
and EIRO officials.
CS Ranjeet Kr. Kanodia, Chairman, ICSI-EIRC, said that freedom
has come at a huge cost and it is our ardent duty that everyone
should put in their bit and work hard unitedly and untiringly for the
cause of Country's growth and development.
A colorful cultural programme comprising of patriotic songs and
dance was performed by a professional troupe. It was really a
memorable event and everybody was deeply involved.
Full-Day Seminar on "XBRL Under Revised
Schedule-VI, E-voting And E-Conferencing"
on 18.08.2012
at Hotel
Hindustan
International
ICSI-EIRC organised a
Full-Day Seminar on the
Theme XBRL Under
Revised Schedule -VI,
E-Voting and E-Conferencing on 18th August 2012 at Hotel
Hindustan International, Kolkata.
CS Ranjeet Kr. Kanodia, Chairman, ICSI-EIRC welcomed the
guests and the delegates and shortly explained the concept of
XBRL and at the same time he stated that last year near about
27,000 companies filed their financial statement in XBRL Form.
He also described the e-voting platform of SEBI which is applicable
for top 500 listed companies on NSE and BSE based on their
market capitalization.
In Inaugural Session, Chief Guest was CS Debasis Bandopadhyay,
Registrar of Companies (W.B.), MCA and the Guests of Honour
were Dr. Pankaj Srivastava, Director, Ministry of Corporate Affairs,
and Shri J.P. Agarwal, Architect, M/s. Agarwal & Agarwal.
Eminent speakers on First technical session were Dr. Pankaj
Srivastava, Director, Ministry of Corporate Affairs, CA Vinay Pagaria,
Practising Chartered Accountant and CS Rajender Kapoor, Director,
Webtel Electrosoft Pvt. Ltd. Theme of this session was XBRL under
Revised Schedule Vi.
In this session, Dr. Pankaj Srivastava, Director, Ministry of Corporate
Affairs dealt with current taxonomy of XBRL under Revised
Schedule-Vi and also explained the typicall issues while filling the
XBRL. CA Vinay Pagaria, dealt with the technical aspect of XBRL
and stated that how to read the XBRL language which is in XML.
CS Rajender Kapoor dealt with XBRL concept, Terminology and
practical demonstration to creation of Instance document and also
briefly explained the difference between the old Schedule-VI and
Revised Schedule-VI. The session were followed by an Interactive
Q&A by the delegates.
Eminent speaker on Second Technical Session was Shri Moloy
Biswas, Regional Manager, Central Depository Services (India)
Limited. Theme of this session was E-Voting & E-Conferencing.
Mr. Moloy Biswas gave a presentation on E-Voting and described
the procedure of E-Voting and E-Conferencing. The session were
followed by an Interactive Q&A by the delegates. And the last, vote
of thanks given by CS Arun Kr. Khandelia, Vice-Chairman, ICSI-
EIRC.
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
EIRC NEWS
14
Campus Placement for Fresher Members
and Students on 21.08.2012 at ICSI-EIRC
Building
ICSI-EIRC organized a
Campus Placement for
the fresher members for
e mp l o y me n t i n
organisations and for
students for 15 Months
c o m p u l s o r y
Management Training
on Tuesday, the 21st
August 2012 at ICSI-
EIRC Building, 3-A,
Ahiripukur 1st Lane, Kolkata-700019 from 11.00 am onwards.
There was an overwhelming response among the Students to
attend the event and to get placement under a company or under
a Company Secretary in practice. Companies and Practising
Company Secretaries, namely, Microsec Financial, Services
Limited, Paragon Finance Limited, IKF Technologies, ITC Ltd,
M/s. A K Srivastava & Company, M.R & Associates, K.K Chhaparia
& Associates, R Kanodia & Associates, Vinod Kothari & Company,
etc have attended the programme and shortlisted the candidates
through their respective interviewing method.
Organisations like MSTC Ltd., SREI, SPS Steels Rolling Mills
Limited, Premco Rail Engineers Limited, McNally Sayaji
Engineering Limited, etc expressed their inability to attend the
event but requested to forward the sufficient number of CVs to
engage few Management trainees in their respective
companies.
Study Circle Meeting "Global Change in
Corporate Law and Opportunities for
Company Secretaries in Global Market"
on Saturday, the 25th August, 2012
ICSI-EIRC organized a Study Circle Meeting on Global Change
in Corporate Law and Opportunities for Company Secretaries in
Gl obal Market on
Saturday, the 25th
August, 2012 at ICSI-
EIRC Bui l di ng, 3A,
Ahiripukur 1st Lane,
Kolkata-19. The Guest
speaker was CS Abhijit
M u k h o p a d h y a y ,
President (Legal) &
Company Secretary
Hinduja Group, London.
CS Ranjeet Kr. Kanodia, Chairman, ICSI-EIRC, in his welcome
ICSI-EIRC does not own any responsibility for the
information and view published in the Newsletter which
are of the contributors. ICSI-EIRC will not accept any
responsibility for the contents of the articles published.
DISCLAIMER
address mentioned about the professional activities and various
training programmes being conducted by the Regional Council
from time to time for the cause of students and members. He
also mentioned about the areas and scope of Company Secretaries
professions in global market and said that Company Secretaries
play a vital role not only in India but also in world wide corporate
laws sectors.
CS Abhijit Mukhopadhyay, who dealt upon various changes in
corporate law with the perspective of global market. He explained
about UK Bribery Act which is also applicable for some class of
Indian Companies and stated the opportunities of Company
Secretaries profession in global market.
The session were followed by an interactive Q & A by the delegates
and CS Ranjeet Kr. Kanodia, Chairman, ICSI-EIRC proposed
hearty vote of thanks.
Career Awareness Programme in
August, 2012
A Career Awareness Program was conducted at Kendriya
Vidyalaya Kharagpur 2, by Shri S.Sreejesh, Desk Officer (Career
Awareness) at Kharagpur, Pachim Midnapore District, West
Bengal where he gave an insight to the Class XII students on
"Career as a Company Secretary". The career awareness program
was also held Gokhale Memorial School, Sailendra Sircar
Vidyalaya, A K Ghosh Sr Sec School, Deshapran Birendra Nath
Institution (Boys), Milangarh Balika Vidyalaya, Tollygunge Ashok
Nagar Vidyapith, Khalsa English High School, La Martiniere Boys
School, St. Joseph and Mary's School where the officials of the
ICSI gave a presentation to the students of Class XII on "Career
as a Company Secretary" and the AV clip on the Company
secretary course was also shown to the students of the respective
schools. They informed about the ICSI Students Education Fund,
the fee concession to reserved classes, ICSI E-Learning and the
flexibility of the CS course to study wherever a student wants to
in India. The students and the teachers of the school were
inquisitive about the CS course like the time period of the course,
the fee structure, the contents, the opportunities after becoming
a CS professional etc. n
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
EIRC NEWS
15
ICSI-EIRC observed 2nd ICSI CORPORATE GOVERNANCE WEEK by
organising a full day seminar on the theme 'Good Governance For Sustainability'
at Hotel The Park, Kolkata. The 2nd ICSI CORPORATE GOVERNANCE WEEK
is being observed across the country from August 27th to August 31st 2012.
The idea behind the ICSI Corporate Governance Week is to create awareness,
propagate the best practices of Corporate Governance and mainstream corporate
responsibility in the social fabric.
Shri Amalesh Bandopadhyay, Member (Technical), Company Law Board,
Kolkata Bench graced the occasion as the Chief Guest at the Inagural session
of the seminar. He in his address to the august gathering said that Indian GDP
has grown in a fast paced manner during the last decade and this growth is
due to good Corporate Governance. He said due to good Corporate Governance,
corporates' are growing and economy is booming. He also pointed out that for
a business the foremost aim should not be profit maximisation but sustainability.
CS Ranjeet Kanodia, Chairman, ICSI-EIRC, in his inaugural address said that
the ICSI is celebrating the CORPORATE GOVERNANCE WEEK for the
second time He spoke on the various initiatives taken by ICSI to improve
standards of Corporate Governance like setting up of ICSI CCGRT (Centre For
Corporate Governance, Research and Training) in Navi Mumbai to foster and
nurture research activites, setting up of ICSI National Award for Excellence in
Corporate Governance to recognise and promote good Corporate Governance
among good companies, conducting Investor Awareness Programs, Post
Membership Qualification in Corporate Governance etc. He also said that
sustainability is an important part of business. He then said that Company
Secretaries ,over a period of time, have developed themselves as professionals
having core competence in Corporate Governance. CS Arun Kr. Khandelia,
Vice-Chairman, ICSI EIRC in the introduction to the theme of the program
pointed out thai Its ICSI's vision to be a global leader in promoting good Corporate
Governance. He said that Governance is about taking decisions and implementing
them and good Corporate Governance is a must for better business. CS Anjan
Kr. Roy, Immediate Past Chairman & Member, ICSI-EIRC in his address said
that Corporate Governance is not new to Indian Civilization even Chanakya,
has spoken on Corporate Governance by referring to Raksha, Vrridhi, Palana
and Yogakshema. CS Deepak Khaitan, Secretary, ICSI-EIRC, proposed heartly
vote of thanks to our Chief Guest, Guest of Honour presentd in the Inaugural
Session.
After the inaugural session and vote of thanks the technical session of the
seminar started and the topics discussed in the four technical sessions were
Board Interlocks and their impact on Corporate Governance, Director
Development and Performance Evaluation, Gender Diversity, Regulators' Role
Board's Role, Institutional Investors' Role, Law, Procedure & Issues, National
Corporate Governance Policy, Case for Non-financial Reporting - GRI Guidelines
The first technical session was on the topic "Board Interlocks and their impact
on Corporate Governance" where Prof. (Dr.) Suman K. Mukerjee, Principal &
Dean, Bharatiya Vidya Bhavan Institute of Management Science spoke on the
topic "Board interlock and impact of Corporate governance". Dr. Mukherjee in
his very interesting and informative presentation covered the topic effectively
from basic definition to the implementation as well as the deadlocks and way
out. He said that corporate governance should be implemented in all three
levels : Management, Control and Ownership
In the second technical session Ms. Sujata Roy, Assistant Professor, The West
Bengal National University of Juridical Sciences. In her deliberation to the
audience she spoke on the essentials of regulatory framework regarding
corporate governance and sustainability.the requirement of Regulatory
framework,Decision making, Accountability,Functional aspects of the regulatory
Full-Day Seminar on
Good Governance For Sustainability
authority, Protection of target groups/class section of society, Dispute resolution
and enforcement of powers. The other speaker in the technical session was
CS Sanjay Kumar Gupta, (Past Chairman, ICSI-EIRC) Practising Company
Secretary. He in his deliberation to the audience spoke on corporate
sustainability,then about the 3ps i.e. People, Planet and Profit. Shri Saud
Siddique, Joint Managing Director, SREI Infrastructure Finance Limited in his
deliberation to the august audience compared the Indian economy with other
asian economies like Singapore, Japan, Korea etc. He then pointed that
Singapore, even though being a small country geographically and was in the
same situation as in India fifty years ago but today it has become an attractive
destination for investment or setting up or establishing a business and this is
all due to the business environment, policy planning
The third technical session was on the topic "E Voting -New Fulcrum to Corporate
Governance". Shri Vijay Bhushan, Chairman, Association of National Exchanges
Members of India, NIRC (ANMI-NR) in his presentation spoke on e-voting, the
genesis of e-voting, the developments and benefits of e-voting, the objective
behind compulsion of e-voting. He also talked about the hurdles for implementing
the e-voting process in India. Like low penetration of broadband internet or
DSL compared to US or China.Shri Vinod Goyal, Vice-Chairman, Association
of National Exchanges Members of India, EIRC (ANMI-ER) in his presentation
stated that how concepts like e-voting, which is doing away with ballot paper
is saving earth. It will increase the green initiative level proposed by ICSI. He
explained the process of e-voting, gave an insight about the evoting mechanism.
He also stated that the agencies like NSDL, CDSL are adapting this concept
and will lead others to follow. Shri Nitin Ambure, Vice-President, National
Securities Depository Limited in his deliberation explained the full process of
e-voting in a very lucid manner with the help of a very informative presentation.he
gave data with regard to those companies which have started this process. He
mentioned that from first October 2012 itself, e-voting will be compulsory for
top 500 listed companies whether they listed on NSE or BSE.
The fourth technical session was on the topic "National Corporate Governance
Policy". CS B. B. Chatterjee, Executive Vice-President & Company Secretary,
ITC Limited,spoke about the need of National corporate governance policy.
According to him Good corporate Governance aims at long-term value creation
for all stakeholders. It encourages efficient use of resources it also demands
accountability from leadership. Ms. Rubina Sen, Focal Point India Coordinator,
Global Reporting Initiative spoke on GRI. She quoted Peter Drucker "What you
can't measure, you can't manage, What you can't manage, you can't change.
She spoke on the basic reporting framework of GRI .She also spoke on the
role of company secretaries in sustainable reporting.
There was also Press Conference meeting with CS Ranjeet Kr. Kanodia,
Chairman, ICSI-EIRC and CS Deepak Kr. Khaitan, Secretary, ICSI-EIRC. While
addressing the press, CS Ranjeet Kr. Kanodia, stated about the Corporate
Goverance and said that, we can achieve sustainbility in our organisation by
maintaining Good Governance. He also highlighted the CS course by stating
the admission procedure in CS Course, Fee Structure etc. CS Deepak Kr.
Khaitan, Secretary, ICSI-EIRC also explained the Role of Company Secretary
in maintaining Good Governance for Achieving Sustainability.
The Valedictory session of the seminar was attended by CS Debasish
Bandopadhyay, Registrar of Companies (West Bengal), Ministry of Corporate
Affairs (Chief Guest),CS K. Ananda Rao, Official Liquidator, High Court, Calcutta
(Guest of Honour). Where they appreciated the efforts of ICSI and highlighted
the role of Company Secretaries for implementation of better corporate
governance principles in corporates as healthy businesses lead to healthier
economies. n
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
STUDENTS BOX
16
21st Executive Development Programme (EDP)-22.08.2012 to 31.08.2012
ICSI-EIRC organised its 21st Executive Development Programme (EDP) for a period of eight days from Wednesday, the 22nd
August, 2012 to 31st August, 2012 (excluding Sunday) at ICSI-EIRC Auditorium, 3A Ahiripukur 1st Lane, Kolkata-700 019. Executive
Development Programme is a compulsory training for the students who had qualified the executive programme examination and
willing to join as Management trainee for a period of 15 months under a Practising Company Secretary or organisations registered
with the institute for this purpose.
During the programme different sessions were there on the topics like Interview techniques & how to face interview, Decision
Making skills, Personality Development, Drafting of Minutes, Notices, Resolutions, Regulatory Insight, Capital markets and
opportunities, Communication Skills & attitude, Leadership qualities and Team Building, Group discussion on any topic relevant
to the profession, Computer Literacy and Training (Advance) with special reference to Advance business tools such as internet
browsing, video conferencing etc.,
31st August, 2012 was the Valedictory day of 21st Executive Development Programme. After completion of sessions for that day
the training completion certificates were handed over to the participants who had attended all the lectures during the programme.
Criteria for Exemption from Undergoing SIP
The candidates fulfilling the following criteria may apply in the prescribed format for the exemption from undergoing SIP:
(i) Candidates having one year of working experience as assistant or any other post equivalent thereto by whatever name called
or any other higher grade thereto in the field of Finance, Secretarial, Human Resource, Marketing, General Administration,
Teaching, Research etc. in any body corporate, government body, statutory or autonomous body, public undertaking, financial
institution, banks, consultancy firms, Law firms or any other organization/institution which in the opinion of the Council provides
scope for adequate exposure for exemption from Students Induction Programme (SIP),
or
(ii) Candidates possessing Post Graduate Degree or 2 years Post Graduate Diploma in any stream,
or
(iii) Candidates possessing professional qualification e.g CA, CWA, LL.B, BE/B.Tech/B.Arch, MBBS, Post Graduate Degree/Diploma
in Businesses Administration/ Management, MCA or any other qualification as approved by the Council from time to time.
Students seeking exemption may apply within six months from the date of registration in the Executive Programme.
The students who were enrolled on or after 1st September 2009 and yet not undergone the SIP may also apply for the exemption.
Guidelines for Regsitration of Financial Institutions/Consultancy Firms/Law Firms for Imparting
06 Months Management Training
Eligibility Criteria : Financial Institutions
1. Registration/ Approval
Financial Institution having a standing of atleast ten years, registered/approved with the prescribed authority as may be required
under the applicable laws, shall be eligible to be registered for imparting management training to the students of the Company
Secretaryship course.
2. Infrastructure
Financial Institution shall have an adequate infrastructure in its office having adequate sitting arrangement, availability of
relevant books, computer, internet and other basic facilities and shall have gross fixed assets minimum of Rupees Ten lacs
only for being eligible to be registered for imparting management training with the Institute.
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
STUDENTS BOX
17
Eligibility Criteria : Consultancy Firms
1. Partners
Consultancy firm having a standing of atleast ten years, consists of five or more partners, providing consultancy services in
the field of Corporate/taxation/Securities/Economic & Labour and others laws connected therewith shall be eligible to be
registered for imparting management training to the students of the Company Secretaryship course.
2. Infrastructure
Consultancy firm shall have an adequate infrastructure in its office having adequate sitting arrangement, availability of books
in the area of practice, computer, internet and other basic facilities and shall have gross fixed assets minimum of Rupees Ten
lacs only for being eligible to be registered for imparting management training with the Institute.
Eligibility Criteria : Law Firms
1. Partners
Law firm having a standing of atleast ten years, consists of five or more partners enrolled as an Advocate with the Bar Council
of any State in India or outside India and practising in the field of Corporate/ taxation/ Securities/Economic & Labour and others
laws connected therewith shall be eligible to be registered for imparting management training to the students of the Company
Secretaryship course.
2. Infrastructure
Law firm shall have an adequate infrastructure in its office having adequate sitting arrangement, availability of books in the
area of practice, computer, internet and other basic facilities and shall have gross fixed assets minimum of Rupees Ten lacs
only for being eligible to be registered for imparting management training with the Institute.
General Guidelines for Management Training by Financial Institutions/Consultancy Firms/Law Firms
1. Scope of Training
1.1 Training shall be imparted upto a period of 6 months accordance with the provisions of the Company Secretaries
Regulations, 1982 (as amended from time to time) and in accordance with the guidelines laid down by the Council from
time to time.
1.2 Number of Trainees
Financial Institutions/Consultancy Firms/Law firms shall be entitled to have maximum of two trainees at a time. However,
the Council may consider the request for additional two trainees on case to case basis.
1.3 The training undergone by the student without the registration of the Financial Institution/ Consultancy Firm/ Law firm and
without sponsorship of training by the Institute shall not be taken on record.
1.4 Financial Institutions/Consultancy Firms/Law firms registered for imparting training with the Institute shall ensure to provide
a good training environment to the trainees and adequate work exposure during the training. The trainee as far as possible
shall be attached to the Senior Partner/ Senior Officer of the firm.
1.5 Financial Institution/Consultancy Firm/Law firm shall chalk out detailed training programme for a period of 06 months with
the nature of assignments that will be handled by the student during the training period.
1.6 Attendance Register
Financial Institution/Consultancy Firm/Law firm shall maintain an attendance register for the trainees showing the time
of arrival and departure and a register for payment of stipend.
1.7 Termination of Training
The Secretary & CEO may transfer a trainee to any other organization or Company Secretary in Practice, on receipt of
request by either the trainer or trainee after giving 15 days notice from both the parties, as the case may be.
1.8 Settlement Of Dispute
Any dispute arising between trainer and trainee will be referred to the Secretary & CEO and his decision shall be final
and binding on both the parties.
Sylvan
+
GROUP OF INDUSTRIES
Sylvan
Sylvan
+

Tough Ply
Rista Zindagi bhar ka
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
QUIZ CORNER
18
CROSSWORD PUZZLE
ACROSS :
2. It is a transfer of risk without buying insurance
policies
3. A waxed impression providing authenticity of a
document
7. The person to whom payment is addressed or given
8. Any of the past or present members of a company
, who are potentially liable to contribute to the
company's asset in the event of winding up
9. An authorization by one shareholder giving another
person the right to vote the shareholder's shares.
DOWN :
1. The principle that one should keep one's promises
4. A dispossession of something against the will of
the possessor
5. The legal process of resolving a
6. The broad term that refers to shares of stock, bonds
& some debt instruments
7. A person engaged in the formation of a company.
Members / Students are requested to send their answers to the
CROSSWORD and SCRIBBLE to kanodia.rkumar@gmail.com.
First five correct entries will be recognised in the next ICSI-EIRC
Newsletter and also on EIRC Portal of ICSI Website. Answers
to this Crossword and Scribble will be available in EIRC Potal
of ICSI Website.
Name of TOP 5 (five)
WINNER of CROSS
WORD PUZZLE &
SCRIBBLE of
August, 2012 Issue
1) Ruchika Dhanuka
2) Preeti Lakhmani
3) Nisha Jajodia
4) Manisha Rathi
5) Anand Roy
SCRIBBLE
1. REFERENDUM 6. INTERMEDIARIES
2. PATRIMONY 7. DEPOSITORIES
3. OBSCENITY 8. DISCOUNT
4. INITIATOR 9. CADAVER
5. WITNESS 10. ABSOLUTE
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3
4
6
7
7
5
9
Q G H J J W O P F P U T A W E F M L O
A B S O L U T E K M T R E A L D C R I
Z E C R T H J E P U N O R S I A E E V
D A E P A A D W H P U P T E P F A T W
R S R L W Y P A E O O H Y I E H S Y E
A F T I E N E O T U C I O R E J D H R
Y G Y J R O T K I H S W E A S K F N T
U H U G T M Y M G X I N T I D L G P U
I D G R Y I U N B V D A J D F P H L P
I E I U I R O R C U A D I E H O J O L
O P O I H T R O M E E F O M A I U I K
P O P J J A P T C B S P P R V U K J M
Y S B K J P O A F W D O L E H T P N C
Q I Z S M V M I Y E C I M T I R E A N
A T D L C G F T U T B Y J N O E D N E
C O V K W E C I O T G T H I P A W F R
F R E E E Y N N P G H F I N V R S Z Q
G I R E D E W I T N E S S E R E E D G
U E T D C R B D T C M P R V Y H J I K
O S Y C Z T U C A Y O L A S C N M O P
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012 19
CHAPTER NEWS
Hooghly Chapter
Career Awareness Programmes
Two sessions of Career Awareness Programmes were organized at the Rishra Swatantra Vidyalaya at Rishra on 07.08.2012 and a
session of Career Awareness Programme was organized at the Mahesh Shri Ram Krishna Ashram Vidyalaya at Rishra on 08.08.2012.
Shri Alok Kumar, Senior Assistant - Hooghly Chapter of EIRC discussed the role and prospect of CS, fee structure and examination
pattern with the students of Class XIth and XIIth.
22nd Batch of SIP
The 22nd batch of Student Induction Programme was organized at Chapter premises, Rishra from Friday, 17th August 2012. This batch
had altogether 30 students from Siliguri, Howrah, Hooghly and Kolkata. CS V K Goenka, Founder Chairman of Hooghly Chapter of
EIRC distributed the course completion certificate at the valedictory session on Friday, 24th August 2012.
Study Circle Meet on 26.08.2012
As a prelude to the 2nd Corporate Governance Week (27-31Aug 2012), Hooghly Chapter organized Study Circle Meet on "Role of CS
in Corporate Governance" on Sunday 26th August 2012 at Chapter Conference Hall, Rishra.
NE (Guwahati) Chapter
Student Induction Programme
NE Chapter of EIRC of ICSI organized the 7 days Student Induction Programme (SIP) for the 13th time in Guwahati from 22nd August,
2012 for Executive Programme students. The Programme was held at Sangam Place, Near Jonali Bus Stop, Guwahati. Altogether 73
(Seventy Three) students enrolled for the programme.
ICSI-EIRC organizes 73rd Management Skills Orientation Programme (MSOP)
(Formerly known as SMTP) From 1st October, 2012 to 19th October, 2012
Eastern India Regional Council of The Institute of Company Secretaries of India (ICSI-EIRC), is organizing its 73rd Management
Skills Orientation Programme (MSOP), formerly known as SMTP from 1st October, 2012 to 19th October, 2012 at "ICSI-EIRC
Building", 3A, Ahiripukur 1st Lane, Kolkata 700 019. The duration of the programme may be extended. Attendance in all the
days is compulsory.
As per Regulation 50(b) of The Company Secretaries Regulations 1982, all students of the Institute who have passed the Final
/ Professional examinations and completed 15 months management training or got exemption from the Institute for the
same period, are compulsory required to undergo 15 days MSOP.
Eligible students who are desirous of undergoing MSOP, may submit their prescribed application forms duly filled in along
with the total fee of Rs.8,500/- (Rupees Eight Thousand Five Hundred Only) payable in cash (by hand) or by demand draft
drawn in favour of "The Institute of Company Secretaries of India-EIRC" payable at Kolkata at EIRO of ICSI, 3A, Ahiripukur 1st
Lane, Kolkata 700 019.
A maximum of 50 candidates will be admitted on first come first served basis.
Simple/Working Vegetarian Lunch and tea with snacks/biscuits (morning & evening) will be provided to the participants on
all the days.
The participants are advised to maintain the following Dress Code strictly during the days of Programme.
Dress Code for Male : Sober Colored Shirts, Trousers, Tie and Shoes. (Suit/ blazer preferred)
Dress Code for Female : Sari or Sober Colored Salwar Khameez. (Suit preferred)
Participants are requested not to carry cell phones during the classroom sessions.
For further details and registration, please contact :
Shri Utpal Mukherjee Dr. Tapas Kumar Roy CS Deepak Kumar Khaitan
Executive Officer, (EIRO) Asstt. Executive Officer (Co-ordinator) Secretary, ICSI-EIRC
Phone : 033-2290 1065 / 73rd MSOP of ICSI-EIRC & Chairman, Training & Education Facilities Committee of ICSI-EIRC
2290 2178 / 2283 2973 Phone : 033-2290 1065 / Phone : 90070 55560
E-Mail : utpal.mukherjee@icsi.edu 2290 2178 / 2283 2973 E-mail : deepak_khaitan@hotmail.com
E-Mail : tapas.roy@icsi.edu
ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
ADVERTISEMENT
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ICSI-EIRC NEWSLETTER : SEPTEMBER, 2012
IMAGE GALLERY
Inaugural Session - Chief Guest Dr. Pankaj Srivastava, Director MCA lighting the Inaugural lamp
with Guest of Honour CS Debasish Bandopadhyay, ROC (W.B.) and other dignitories.
CS Rajendra Kapoor, Director, Webtel Electrosoft Pvt Ltd., delivering his speech before the
participants.
Shri Moloy Biswas, Regional Manager, Central Depository Services (India) Limited, delivering
his speech before the particpants.
CA Vinay Pagaria, Practicing CA. delivering his speech before the particpants.
From (L to R) Dr. Pankaj Srivastava, CS Ranjeet Kr. Kanodia, CS Debasesh Bandopadhyay and
Shri J.P. Agarwal seen on the dais.
Guest of Honour CS Debasish Bandopadhyay, ROC (W.B.), delivering his speech before the
participants.
CS Ranjeet Kr. Kanodia, Chairman, ICSI-EIRC delivering his speech before the participants. Chief Guest Dr. Pankaj Srivastava, Director - MCA, delivering his speech before the participants.
Full Day Seminar on XBRL Under Revised Schedule-VI, e-Voting and e-Conferencing
on 18th August, 2012 at Hotel Hindustan International
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If undelivered, please return to :
The Institute of Company Secretaries of India
Eastern India Regional Office
3A, Ahiripukur 1st Lane, Kolkata - 700 019
Phone : (033) 2281 6541, 2283 2973, 2290 1065/2178/2179
Telefax : (033) 2281 6542, E-mail : eiro@icsi.edu
BY POST/COURIER
Editorial Assistance by Shri Tamal Kar, Desk Officer (Secretarial)
Edited, Printed & Published by Shri Utpal Mukherjee, Executive Officer (EIRO), on behalf of the ICSI-EIRC, ICSI-EIRC Building, 3A, Ahiripukur 1st Lane, Kolkata-700019
Design & Printed at LaserPRINT, Mercantile Building, E Block, 4th Floor, 9/12, Lalbazar Street, Kolkata - 700 001, Phone : 2248 8363/2210 1105
IMAGE GALLERY
Independence Day Celebration organised by ICSI-EIRC on 15.08.2012 at EIRC Building
Independence Day Celebration organised by ICSI-EIRC on 15.08.2012 at EIRC Building, CS Ranjeet
Kr. Kanodia, Chairman, ICSI-EIRC delivering speech on this auspicions occasion.
Members & Students assembled on Independence Day Celebration at ICSI-EIRC.
Cross-Section of the participants. CS Ranjeet Kr. Kanodia, Chairman, ICSI-EIRC delivering his speech before the participants.
Study Circle Meeting on 25.08.2012 at ICSI-EIRC Building, (from L to R) CS Abhijit Mukhopadhyay
delivering the speech and CS Ranjeet Kr. Kanodia, Chairman, ICSI-EIRC seen on the dais.
Cross-Section of the participants.
Campus Placement organised by ICSI-EIRC on 21.08.2012 at EIRC Building
Study Circle Meeting organised by ICSI-EIRC on 25.08.2012 at EIRC Building