Volume No.

XXV
Student Company Secretary ISSN 0972-2874
January 2008

1
EDITORIAL CENTRAL COUNCIL ANNUAL SUBSCRIPTION Rs. 50
ADVISORY BOARD MEMBERS SINGLE COPY Rs. 5.00
Chairman President
Edited, printed and published by
S. Balasubramanian Preeti Malhotra(Ms.)
N.K. Jain for the Institute of
Vice-President
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 : info@icsi.edu
Narayanaswamy T V Hanumanta Raju Datla Website : http://www.icsi.edu
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

HIGHLIGHTS
H I G H L I G H T S

l From the President 03

l Academic Guidance 07
l Legal World 14
l Student Services 17
l Students Quiz 20
Prize Winners 20
l News and Announcements 27
l Schedules of SMTPs/ADPs/TOPs 31
l 36 Years of CS on CD 40

Student Company Secretary 1 January 2008

 Training Orientation Programme

As per Company Secretaries Regulations, 1982 (amended
from time-to-time) every student apart from passing the final
examination of the Institute is also required to possess the
practical experience and undergo practical training or be
exempted therefrom before becoming eligible to the Associate
Membership of the Institute. Students who do not possess
practical experience are required to undergo compulsorily 15
months Management/Apprenticeship training.
Most of the students commencing training are not aware of
the significance and methodology of training, business
environment, corporate culture, communication and
behavioural aspects. Keeping in view the above factors, the
Council of the Institute has decided that students requiring to
undergo training should compulsorily attend five days Training
Orientation Programme (TOP) before they are sponsored for
training. It has also been decided that henceforth students
will be sponsored for training in the companies or with company
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
Personality
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,
SEBI, RBI, DRT
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 February 2007

 From The President

Dont be fooled by the calendar.

There are only as many days in the year as you make use of.
One man gets only a weeks value out of a year while another man gets a full
years value out of a week.
... Charles Richards

Dear students,
At the out set, I would like to convey you all my best wishes for A Happy and Prosperous 2008.
May the dawn of New Year prop up within you the unconquerable desire to excel in what ever
pursuit you are engaged in your life and fulfill all your wishes you have been longing for.
Friends, the most valuable commodity in the world is time. Time is a very special resource in
that you cannot store it or save it for later. It keeps on marching. Benjamin Franklin once said, "Dost thou love life? Then do not
squander time, for that is the stuff life is made of. So taking control of your time is a must. Time management is a process directed
towards analyzing work and the time it takes to complete various assignments. Time management is a skill few people master, but
it is one that most people need. Research suggests that everyone is feeling the time crunch. Students often complain that their
inability to manage their time is the biggest problem they face. Everyone gets exactly the same amount of time each and every
day. If you take care of your time, in return, it will take care of you. So use your time judiciously because you never get it back. It
is priceless and should be guarded with care. Consider each moment worth more than the worth of gold or any other superior
worldly commodity. Dont waste time in chit-chat or worrying about what happened in the past or what will happen in the future and
especially criticizing others. It is the easiest way to waste your own precious life and golden opportunities it presents. I suggest
you read Benjamin Franklins small autobiography to learn time management.
With good time management skills you are in control of your time and your life, of your stress and energy levels. You are able
to maintain balance between your work, personal, and family lives. Better time management skills help you be competitive and
make progress at work. You have enough flexibility to respond to surprises or new opportunities.
The dictum goes time and tide wait for nobody. In my case also time kept on marching resulting in the completion of my
tenure as President of the Institute. So dear friends, this is my last communication with you through the Student Company
Secretary. It gives me satisfaction that during my tenure as President, I have made all possible efforts to serve the profession and
its students with equal keenness and commitment and bring about all round improvement in the services being granted to the
student community of this vibrant course. I take this opportunity to recount some of the major achievements and actions for
development of the Company Secretaries profession that were taken during the year.
ICSI National Award for Excellence in Corporate Governance
The ICSI National Awards for Excellence in Corporate Governance for 2007 were presented at a fascinating function on
November 26, 2007. In order to wring in the future of corporate governance movement world over, we held a Panel Discussion
on Are Corporate Sustainability and Social Sustainability Interdependent.
The Sixth Revised Edition of the prestigious research work of the Institute Corporate Governance: Modules of Best Practices
was also released at the Award Function.
The 35th National Convention
Company Secretaries should increase value of corporates while keeping the value system intact. This was the core
communication of the 35th National Convention on the theme Excellence Through Business Value Addition which was organised
on September 20-22, 2007 at B M Birla Auditorium, Jaipur. The deliberations at the National Convention set the right tone for
Company Secretaries to imbibe the nuances for value added services to business.
Foundation Day
The Institute celebrated its Foundation Day on October 30, 2007 at New Delhi. The Chief Guest Shri Lalu Prasad, Honble
Minister of Railways delivered the Foundation Day Lecture on the theme Excellence through Strategic Turnaround. The Guest of
honour Shri Prem Chand Gupta, Honble Minister of Corporate Affairs also addressed the gathering.
Symposium on Vision India 2020
Today India is a trillion dollar economy, doing consistently well at an economic growth rate of 9-10%. With Indian companies
making global footprints, India is now attracting attention globally. Indian professionals are also gaining new edge and appeal. It
is in this direction that the Institute organised a Symposium on Vision India 2020 at New Delhi on January 9, 2008.
Honble Dr. A P J Abdul Kalam, former President of India addressed the symposium and guided Company Secretaries and
Student Company Secretary 3 January 2008
 From The President
students to become creative corporate leaders. His full speech is posted on the website of the Institute www.icsi.edu. You will find
in the speech a Lighthouse to guide your career and make it bright.
National Programme on Director Orientation
Having taken up the cudgels of improving quality of corporate governance in the Indian corporate sector, the Institute is aware of
its responsibility to impart directorial skills among company directors so that professionalism is kept intact in corporates. In cooperation
with the National Institute of Financial Management under the Union Ministry of Finance, and supported by the Confederation of
Indian Industries, the Institute organized a National Programme on Director Orientation Company Directors and Corporate Governance
on January 2, 2008 at New Delhi. Shri M Damodaran, Chairman, SEBI, inaugurated the programme and pointed out that governance
is a much bigger and challenging a job than merely looking over the shoulders of executive management.
E-learning
The Institute on its Foundation Day launched web-based e-learning module to facilitate the students. The e-learning portal will
also be extended to Executive Programme and Professional Programme in due course. All students from rural, urban areas at
national level and also other countries can avail this 24x7 on-line study facility, as the portal has a global reach.
Student Activities
Communication skills have always been the hallmark of successful professionals. The Institute through its Chapters and
Regional Councils organizes various programmes for the students to enable them to hone their communication skills. Likewise
this year also, various National level programmes/ competitions for the students were organized. The Jaipur Chapter of the
Northern India Regional Council (NIRC) of the Institute organized an All India Essay Writing Competition for the students on the
theme Role of Company Secretary in the Emerging Scenario on 18th August, 2007 at Jaipur. Ahmedabad Chapter of the
Western India Regional Council (WIRC) of the Institute organized its 8th All India Students' Conference on the theme Integrating
Professional Skills & Soft Skills for Excellence on 10th & 11th August, 2007 at Ahmedabad. The Eastern India Regional Council
(EIRC) of the Institute organized its 22nd Regional Students' Conference on 28th July 2007 at Kolkata on the theme Towards
Broadening the Horizon. EIRC of the Institute also organized All India Company Law Quiz programme for the students on 4th
August 2007 at Kolkata. The Bangalore Chapter of the SIRC of the Institute organized 5th All India Moot Court Competition from
17th to 19th August 2007 at Bangalore.
New syllabus
The Institute implemented the new syllabus which is contemporary in approach and global in perspective. The new syllabus
has been given contemporary spirit by rechristening all three stages of CS course as Foundation Programme, Executive Programme
and Professional Programme. The new syllabus with greater emphasis on due diligence, financial management, compliance
management, corporate governance, sustainability and ethics, etc. comprises four papers at Foundation Programme, six papers
at Executive Programme and eight papers at Professional Programme level. It was with a view to give a comprehensive shape,
the number of papers have been rationalized.
Training for Students
With a view to expand the avenues of training for its students, the Institute is empanelling with other regulatory bodies for
providing 15 days training with commodity exchanges, RD office, Reserve Bank of India, SEBI, Depository Participants, Mutual
Funds, Registrar of Trade Marks, Competition Commission of India, Excise & Customs Authorities, VAT authorities, IRDA, etc.
besides CLB, stock exchanges, ROCs, etc. With this arrangement, the students will have wider options to select for undergoing
training in the area of their choice.
New Training Template for SMTP
That apart, the Council has approved a new training template for the Secretarial Modular Training Program that all students
who have passed the final examination of the Company Secretaryship course undergo after completing the practical training. The
new training module emphasizes soft skills like communication skills, leadership skills, effective listening, and negotiation skills,
among other exposures to corporate functioning that are provided to the candidates.
Placement Services
The Placement Cell set up at the Institutes Headquarters, its Regional and Chapter offices has been making constant efforts in
helping the members in getting suitable placement. During the year a number of Campus Interviews were organised by the Institute
wherein various companies participated and selected/short-listed/recruited suitable Company Secretaries on attractive salaries.
Further, some banks, public sector enterprises and companies in private sector have also expressed their willingness to participate
in campus interviews. I am sure the placement services of the Institute will become more vibrant and useful to the new members.
Career Awareness
In the light of increase in demand for Company Secretaries and with a view to attract students from remote areas and smaller
towns, the Institute stepped up, during the year, its career awareness programme. I compliment Hyderabad Chapter for organising
career awareness programmes in 23 districts in one day and simultaneously addressing forty thousand students in a single day.

Student Company Secretary 4 February 2007

 From The President
Taking cue from the success of the career awareness programmes of the Hyderabad Chapter, the Institute proposes to organise
a Career Awareness Week in the forthcoming year.
Recognition under VAT
The Government has adopted a system of Value Added Tax (VAT) and the same has been implemented by a number of States.
A number of states have authorised the Company Secretaries in practice to appear before VAT authorities, such as Bihar, West
Bengal, Gujarat, Karnataka, etc. This being a potential area to our members in practice, the Institute continued its concerted
efforts during the year to impress upon various State Governments particularly the State of Uttar Pradesh, Rajasthan and Andhra
Pradesh, to achieve recognitions under this new system of State level taxation.
Strengthening of Chapters and Revamping of Infrastructure
As the times, the syllabus, the Company Secretaryship education and training change to fulfil needs and aspirations of the
Gen-next of Company Secretaries, efforts were made during the year to better equip and strengthen the Regional Councils and
Chapters to render faster, better and user-friendly services to members and students. The new-look premises of the Western
India Regional Council, construction of new building for Lucknow Chapter and acquisition of new office premises for Jamshedpur
Chapter are some of the examples of this effort. The Faridabad Chapter too was allotted land. During my recent visit to Hyderabad
Chapter, I along with a delegation availed the opportunity to meet Shri B P Acharya, CMD of APIIC and discussed with him the
requirement of land for the Hyderabad Chapter. He was very positive and assured to get the land allotted to the Institute shortly
in the Financial District earmarked by the State Government.
The Council has approved the guidelines for strengthening Regional Offices and Chapters of the Institute and delegated to the
Executive Committee to collate and finalise the same. The purpose is to ensure that offices of Regional Councils and Chapters
uniformly render quicker, better and user friendly services to members and students and extend the reach of the Institutes
activities to remote areas.
Release of Institutes Publications
The following publications were released by the Institute during the year:
(i) Corporate Governance Modules of Best Practices (2007)
(ii) Referencer on Limited Liability Partnership Bill, 2006
(iii) Guidance Note on Corporate Governance Certification
(iv) Secretarial Standard on Minutes (SS-5)
(v) Secretarial Standard on Transmission(SS-6)
(vi) Chartered Secretary on CD (Update up to July 2007)
(vii) Insider Trading Law & Procedures
(viii) Practitioners Guide to Consumer Protection Law
(ix) Guidance Note on Preferential Issue of Shares
(x) A Guide to Investors
Recognition for Ph.D
During the year the Madurai Kamraj University, Madurai accorded recognition to Company Secretaryship qualification as
equivalent to Post Graduate Degree of Commerce and Management studies for the purposes of registering for its Ph.D. programme
in Commerce and Management. Similarly, Devi Ahilya University, Indore, has also accorded recognition to Company Secretaryship
qualification as eligible for the purposes of registering for Ph.D. programme.
MOU with Symbiosis International University
As part of Institutes efforts to develop synergies by collaborating with management institutes, universities and professional
bodies, the ICSICCRT entered into a Memorandum of Understanding with the Symbiosis International University. Under this
MOU Company Secretaries would be able to avail of international class training in soft skills, communication skills, leadership
skills and other interactive skills. The ICSI would provide training programmes in corporate laws and corporate governance to the
students of the Symbiosis International University.
MOU with BTI
The Institute entered into a Memorandum of Understanding (MOU) with BSE Training Institute (BTI) to facilitate holding of
training programmes for students as well as for members on themes of topical and professional interest, and to regularly exchange
resources which may be of mutual interest. The MOU would also enable the extended help and co-operation in developing
curriculum of academic and continuing education programmes and to exchange faculties.
MOU with IGNOU
The Institute has also initiated the consultative process to enter into an MOU with Indira Gandhi National Open University
Student Company Secretary 5 January 2008
 From The President
(IGNOU). Under the proposed arrangement specialised B.Com and M.Com Courses, with suitable exemptions for the members
and students of the Institute, are proposed to be launched by IGNOU.
24 Hour Helpline for Students
Students are the life line of our profession and it was a priority on my agenda to provide 24-hour helpline for students. It was
in this direction that Shri Prem Chand Gupta, Honble Minister of Corporate Affairs inaugurated the 24-hour helpline for students
at the function for conferring ICSI National Award for Excellence in Corporate Governance on November 26, 2007 at Kolkata.
ICSI Knowledge Portal
In order to disseminate expert knowledge evolved over a period of time and as a tool of knowledge management, the Institute
proposes to develop ICSI Knowledge Portal to exploit available knowledge assets; to implement process of knowledge capture
and dissemination and to build a strong community knowledge management Centre for professionals, researchers/academia,
students, corporates and regulatory authorities. The knowledge portal will enable the users to have access to various publications
of the Institute, Bare Acts, rules, regulations, notifications, etc. judicial pronouncements, research studies and various other value
added services.
International Federation of Company Secretaries
International Federation of Company Secretaries (IFCS) was formed to stage the Company Secretaries profession on the
global firmament. During the year, 4th Meeting of the Governing Body of IFCS was held in Mombassa, Kenya on August 7. The
IFCS decided to establish the International Secretarial Standards Board comprising representatives of Company Secretaries
Institutes in various countries to formulate international secretarial standards in order to spread good corporate governance
discipline across national borders. The research work for the International Secretarial Standards will take place at the ICSI-CCRT,
Navi Mumbai. It has also been decided to make efforts towards recognition and acceptance of such International Secretarial
Standards by companies, governments and regulators in different countries. This will help corporates, investors and other
stakeholders across national borders because of the increasing transparency, accountability and creativity that is generated
through enhancement in corporate governance standards.
In order to bring the Company Secretaries profession to prominence at global level, it was decided to establish international
standards for education, qualification, training and code of ethics for Company Secretaries working across national borders.
WAY FORWARD
With Indian corporates spreading their wings in other jurisdictions to make their presence felt globally, the corporate environment
have become ever changing, and dynamic, hence competitive and more professional centric. With so much of diversified operations
of Indian corporates the profile of responsibilities of and expectations from professionals like us, is expanding. The changing
environment and the emerging new regulatory regime and legislative developments such as new Companies Bill, Limited Liability
Partnership Bill and various other laws require Company Secretaries to master competencies in new areas like mergers and
acquisitions, competition economics & compliance, corporate governance, corporate valuation, insolvency, treasury and financial
management, overseas listing, banking and insurance, BPO, KPO, LPO, labour laws and so on.
The changing corporate dynamics also expects the Company Secretaries to guide and advise the businesses to create higher
standards of openness, trustfulness and transparency. To my mind these trends in business environment should be the driving
force for Company Secretaries to be innovative to remain value driven and value driving professionals. US President Kennedy
had said long ago The times demand invention, innovation, imagination and decision. Nations and individuals cannot build and
grow but will whither if they miss these qualities.
There are always higher mountains out there to challenge our will. But sustainability comes when higher mountains are
climbed on the principles of higher ethics. High ethical standards are critical ingredients of professional success. And the
professionals that we are looking forward to are those self confident and self respecting individuals who are consumer centric,
alert to outside forces and stretching to deliver without compromising their professional ethics.
Wishing you all A VERY HAPPY AND PROSPEROUS 2008.

With best wishes,

Yours sincerely,

New Delhi (CS PREETI MALHOTRA)

January 16, 2008 president@icsi.edu
Student Company Secretary 6 February 2007
 Academic Guidance
ACADEMIC GUIDANCE
STUDY UPDATES1
SECURITIES LA WS AND REGULA
LAWS TION
REGULATION
OF FINANCIAL MARKETS
(INTER,GROUP II)
I Highlights - Amendments to Equity Listing Agreement
In order to bring more transparency in the governance of a listed
company with regard to utilisation of issue proceeds and to enhance
availability of and accessibility to the continuing disclosures by listed
companies, Equity Listing Agreement was amended vide SEBI Circular
dated December 27, 2007 to provide for the following:
(a) Insertion of New Clause 43A
New Clause 43A has been added to the listing agreement, requiring
the companies to file deviations in the use of public issue proceeds to
the stock exchange on quarterly basis and to intimate the deviations
pointed out by the monitoring agency to monitor utilisation of proceeds
to the stock exchanges etc. The New Clause reads as under:
43A. Statement of deviations in use of issue proceeds
(1) The company agrees to furnish to the stock exchange on a
quarterly basis, a statement indicating material deviations, if
any, in the use of proceeds of a public or rights issue from
the objects stated in the offer document.
(2) Where the company has appointed a monitoring agency to
monitor utilisation of proceeds of a public or rights issue and
such monitoring agency has pointed out any deviation in the
use of the proceeds of the issue from the objects stated in
the offer document or has given any other reservations about
the end use of funds, the company agrees to intimate the
same to the stock exchange, without any delay.
(3) The information mentioned in sub-clause (1) shall be
furnished to the stock exchange along with the interim or
annual financial results submitted under clause 41 and shall
be published in the newspapers simultaneously with the
interim or annual financial results, after placing it before the
Audit Committee in terms of clause 49.
(4) The information mentioned in sub-clause (2) shall, after
review by the Audit Committee, be furnished to the stock
exchange as and when received and shall simultaneously
be published in the newspapers.
(b) Amendment in Clause 49
Clause 49 has been amended covering the following:
l The company is required to place the monitoring report
in respect of utilisation of issue proceeds filed with it by
monitoring agency before the Audit Committee.
l The company is required to inform material deviations in
the utilisation of issue proceeds to the stock exchange.
l The company is required to make the material deviations/
adverse comments of the Audit Committee/Monitoring
Agency public thorugh advertisement in newspapers.
(c) Insertion of New clause 52
SEBI has decided to phase out EDIFAR gradually in view of new
portal viz Corporate Filing and Dissemination System (CFDS) put in
place jointly by BSE and NSE at the URL www.corpfiling.co.in.
Accordingly, the listed companies are required to file information with
the stock exchange only through CFDS. Clause 52 reads as under:
52. Corporate Filing and Dissemination System (CFDS),
viz.,www.corpfiling.co.in
1. Prepared by Sonia Baijal, Asst. Director, The ICSI.
Student Company Secretary
(1) The company agrees
(a) to file on the CDFS, such information, statements and reports
as may be specified by the Participating Stock Exchanges in
this regard.
(b) that the Compliance Officer, appointed under clause 47(a)
and the company shall be responsible for ensuring the
correctness, authenticity and comprehensiveness of the
information, statements and reports filed under this clause
and also for ensuring that such information is in conformity
with the applicable laws and the listing agreement.
(c) to ensure that the electronic filing of information through
CFDS, pursuant to compliance with any clause of the listing
agreement, shall be done within the time limit specified in
the respective clause of the listing agreement.
(d) to put in place such infrastructure as may be required to
comply with the clause.
Explanation: For the purposes of this clause
(i) The term Corporate Filing and Dissemination System
(CFDS) shall mean the portal at the URL www.corpfiling.co.in
or such other website as may be specified by the participating
stock exchanges from time to time to take care of exigencies,
if any.
(ii) The term Participating Stock Exchanges shall mean the
stock exchanges owning and maintaining CFDS.
II Broad framework for Short Selling
SEBI vide its circular dated December 20, 2007, has decided to
permit short selling by institutional investors. Short selling is subject
to the following broad framework :
1. Short selling shall be defined as selling a stock which the seller
does not own at the time of trade.
2. All classes of investors, viz., retail and institutional investors, shall
be permitted to short sell.
3. Naked short selling shall not be permitted in the Indian securities
market and accordingly, all investors would be required to
mandatorily honour their obligation of delivering the securities at
the time of settlement.
4. No institutional investor shall be allowed to do day trading i.e.,
square-off their transactions intra-day. In other words, all
transactions would be grossed for institutional investors at the
custodians level and the institutions would be required to fulfill
their obligations on a gross basis. The custodians, however, would
continue to settle their deliveries on a net basis with the stock
exchanges.
5. The stock exchanges shall frame necessary uniform deterrent
provisions and take appropriate action against the brokers for
failure to deliver securities at the time of settlement which shall
act as a sufficient deterrent against failure to deliver.
6. A scheme for Securities Lending and Borrowing (SLB) shall be
put in place to provide the necessary impetus to short sell. The
introduction of a fullfledged securities lending and borrowing
scheme shall be simultaneous with the introduction of short selling
by institutional investors.
7. The securities traded in F&O segment shall be eligible for short
selling. SEBI may review the list of stocks that are eligible for
short selling transactions from time to time.
8. The institutional investors shall disclose upfront at the time of
placement of order whether the transaction is a short sale.
However, retail investors would be permitted to make a similar
disclosure by the end of the trading hours on the transaction day.
9. The brokers shall be mandated to collect the details on scrip-
wise short sell positions, collate the data and upload it to the
stock exchanges before the commencement of trading on the
following trading day. The stock exchanges shall then consolidate
7 January 2008
 Academic Guidance
such information and disseminate the same on their websites for
the information of the public on a weekly basis. The frequency of
such disclosure may be reviewed from time to time with the
approval of SEBI.
III Broad framework for Securities Lending and Borrowing
In order to provide a mechanism for borrowing of securities to enable
settlement of securities sold short, a full-fledged securities lending
and borrowing (SLB) scheme for all market participants in the Indian
securities market under the overall framework of Securities Lending
Scheme, 1997 shall be put in place. Such a regulatory framework
shall be subject to the following broad framework:
1. To begin with, the SLB shall be operated through Clearing
Corporation/Clearing House of stock exchanges having nation-
wide terminals who will be registered as Approved Intermediaries
(AIs) under the SLS, 1997.
2. The SLB shall take place on an automated, screen based, order-
matching platform which will be provided by the AIs. This platform
shall be independent of the other trading platforms.
3. To begin with, the securities traded in F&O segment shall be
eligible for lending & borrowing under the scheme.
4. All categories of investors including retail, institutional etc. will be
permitted to borrow and lend securities. The borrowers and lenders
shall access the platform for lending/borrowing set up by the AIs
through the clearing members (CMs) (including banks and
custodians) who are authorized by the AIs in this regard.
5. The AIs, CMs and the clients shall enter into an agreement (which
may have one or more parts) specifying the rights, responsibilities
and obligations of the parties to the agreement.
6. The AIs shall allot a unique ID to each client which shall be mapped
to the Permanent Account Number (PAN) of the respective clients.
The AIs shall put in place appropriate systemic safeguards to
ensure that a client is not able to obtain multiple client IDs.
7. The tenure of lending/borrowing shall be fixed as standardised
contracts. To start with, contracts with tenure of 7 trading days
may be introduced.
8. The settlement cycle for SLB transactions shall be on T+1 basis.
The settlement of lending and borrowing transactions shall be
independent of normal market settlement.
9. The settlement of the lending and borrowing transactions shall
be done on a gross basis at the level of the clients i.e. no netting
of transactions at any level will be permitted.
10. AIs would frame suitable risk management systems to guarantee
delivery of securities to borrower and return of securities to the
lender. In the case of lender failing to deliver securities to the AI
or borrower failing to return securities to the AI, the AI shall conduct
an auction for obtaining securities. In the event of exceptional
circumstances resulting in non-availability of securities in auction,
such transactions would be financially closed-out at appropriate
rates, which may be more than the rates applicable for the normal
close-out of transactions, so as to act as a sufficient deterrent
against failure to deliver securities.
11. Position limits at the level of market, CM and client shall be decided
from time to time by AIs in consultation with SEBI.
12. There shall be no lending/borrowing activity during the periods of
corporate action in the security and shall be disclosed by AI to
the market.
13. Any borrowing/lending and return of securities would not amount
to purchase/disposal/transfer of the same for the purpose of
compliance with the extant FDI/FII limits and the norms regarding
acquisition of shares/disclosure requirements specified under the
various Regulations of SEBI.
14. Adequate systems shall be put in place by the stock exchanges/
Depositories to distinguish the SLB transactions from the normal
market transactions in the demat system.
Student Company Secretary
15. AIs shall provide suitable arbitration mechanism for settling the
disputes arising out of the SLB transactions executed on the
platform provided by them.
16. AIs shall disseminate in public domain, the details of SLB
transactions executed on the platform provided by them and the
outstanding positions on a weekly basis. The frequency of such
disclosure may be reviewed from time to time with the approval
of SEBI.
GENERAL AND COMMERCIAL LAWS
LAWS
WRIT OF MANDAMUS2
The literal meaning of the word mandamus is to command.
Mandamus is a judicial remedy in the form of a command/ order from
the Supreme Court or a High Court to any constitutional, statutory or a
non-statutory agency- to do or to forbear from doing some specific act
which that agency is obliged to do or refrain from doing under the law
and which is in the nature of a public duty or a statutory duty.
English writers trace the development of the writ from the Norman
Conquest; however it was only in the early part of the eighteen century
that the writ came to be frequently used in the public law to compel the
performance of the public duties. In Halsburys Laws of England, writ
of mandamus has been defined as follows: The writ of mandamus is a
writ of most extensive remedial nature and is, in form, a command
issuing from the High Court of Justice directed to any person,
corporation, or inferior tribunal, requiring him or them to do some
particular thing therein specified which appertains to his or their office
and is in the nature of a public duty. Its purpose is to remedy defects of
justice; and accordingly it will issue to the end that justice may be
done, in all cases where there is a specific legal right and no specific
legal remedy for enforcing that right; and it may issue in cases where,
although there is an alternative remedy, yet that mode of redress is
less convenient, beneficial and effectual.
The following conditions must exist in order to grant the writ of
mandamus:
There must be public or private duty: The chief function of this writ
is to compel the performance of public duties. A public duty is one
which is created either by a statute, the Constitution or by some rule
of common law. Mention should be made that a duty private in nature
and arising out of a contract was not enforceable through this writ. It
was in the case of Gujarat State Financial Corporation v. Lotus Hotel,
the Supreme Court issued a writ of mandamus for the specific
performance of a contract to advance money. However, mandamus
does not lie where the duty is ministerial in nature. A ministerial duty is
one where the authority has to act on the instructions of his superior.
Likewise, mandamus cannot be issued to enforce administrative
directions which do not have the force of law. Hence it is discretionary
with the authority to accept it or to reject it. But if the administrative
instructions are binding, mandamus would lie to enforce it.
The Supreme Court in Shiv Shankar Dal Mills v. State of Haryana,
AIR 1969 SC 1306 has held that the expression public duty does not
imply that the person or body whose duty it is must be a public official
or an official body. Therefore, mandamus would lie against a company
constituted under a statute for the purpose of compelling it to fulfill its
public responsibilities.
There must be a specific demand and refusal: Before mandamus
can be granted, there must be a specific demand for the fulfillment of
duty and there must be specific refusal by the authority. Express
demand and refusal is not necessary. In fact it can be inferred from
the circumstances of the case.
There must be a clear right to enforce the duty: Mandamus can not
be issued unless there is in the applicant a right to compel the
performance of some duty cast on the authority. The right to enforce a
duty must subsist till the date of the petition. If the right has been
2. Prepared by Archana Kaul, Assistant Director, The ICSI.
8 February 2007
 Academic Guidance
lawfully terminated before filing the petition mandamus can not be
issued.
Before a mandamus is issued to compel the authorities to do
something, it must be shown that there is a statute which imposes a
legal duty and the aggrieved party has the legal right under the statute
to enforce its performance. No mandamus will lie where the duty sought
to be enforced is of a discretionary nature nor will it lie to compel
performance of an act contrary to law.
Grounds:
Mandamus can be issued on all those grounds on which certiorari
and prohibition can be issued. Therefore, mandamus can be issued
for lack of jurisdiction, excess of jurisdiction, abuse of jurisdiction, for
violation of principles of natural justice and an error of law apparent on
the face of record. Mandamus may be issued not only to compel the
authority to do something but also to restrain it from doing something.
Therefore, it is both negative and positive and hence can do the work
of all other writs. Recently the Madras High Court has held that a writ
of mandamus for listing of shares cannot be issued in a matter like the
listing of shares as it involves complicated questions of fact which is
the exclusive jurisdiction of the concerned authorities. (viz; SEBI, SAT).
The High Court cannot decide such issues as it does not have the
expertise. [Eonour Tecnologies Ltd.v.Madhya Pradesh Stock
Exchange (2005) 124 Comp cas,122]
Under the Constitution of India, such power of writ jurisdiction is
vested with the Supreme Court under Article 32 and with the High
Courts under Article 226. The writ of mandamus would not lie against
the President of India, Governor of a State, private individual or private
body except where the State is in collusion with such private party in
the matter of contravention of any provision of the Constitution of a
statute. In view of the provisions of the Article 122(2) and 212 (2) of
the Constitution, mandamus will not also lie against any officer or
member of Parliament or State legislature in whom powers are vested
for regulating procedure or the conduct of the business or for
maintaining orders.
It is a discretionary remedy and the High Court may refuse to issue
writ of mandamus if alternative remedy exists except in case of
infringement of a fundamental right.
It is a discretionary remedy and the High Court may refuse to issue
writ of mandamus if alternative remedy exists except in case of
infringement of a fundamental right. While hearing the petition for
mandamus, the court does not sit as a court of appeal. The court will
not examine the correctness or otherwise of the decision on merits. It
cannot substitute its own wisdom for the discretion vested in the
authority unless the exercise of discretion is illegal. This is true for
other writs also.
FAQ
AQss ON SECRETARIAL ST
SECRETARIAL ANDARD
STANDARD
ON MINUTES (SS-5)3
1. What does SS-5 relate to?
SS-5 relates to Secretarial Standard on Minutes issued by the
Council of the Institute of Company Secretaries of India.
2. Which are the Meetings for which SS-5 prescribes
set of principles for recording of Minutes?
This Standard seeks to prescribe a set of principles for the recording
of Minutes of the Meetings of:
a) the Board or Committees of the Board,
b) members,
c) debenture holders,
d) creditors,
e) others as may be required under the Act,
and matters related thereto.
3. Prepared by Ruchi Singhal, Education Officer under the guidance of Alka
Kapoor, Deputy Director, The ICSI.
Student Company Secretary
3. What are the principles prescribed by SS-5 for
maintenance of Minutes Book?
The SS-5 prescribes the following principles for maintenance of
Minutes Books:
a) Minutes should be recorded in books maintained for that
purpose.
b) A separate Minutes Book should be maintained for each type
of Meeting.
c) The pages of the Minutes Book should be consecutively
numbered.
d) Minutes should not be pasted or attached to the Minutes
Book.
e) Minutes Books should be kept at the Registered Office of
the company.
4. As per SS-5, where should the Minute Book be kept?
As per SS-5, the Minutes Books should be kept at the Registered
Office of the company. Minutes of the Board and Committee Meetings
may, with the approval of the Board, be kept at the office where such
Meetings are generally held.
5. State the content of Minutes in respect of meetings
of the Board or Committees as given under SS-5.
The Minutes of Meetings of the Board or Committees should contain
the following:
a) The names of officers in attendance and invitees for specific
items.
b) The names of directors who sought and were granted leave
of absence.
c) If any director has participated only for a part of the Meeting,
the agenda items in which he had participated.
d) In case of a director joining through video or tele-conference
the place from and the agenda items in which he participated.
e) The fact that an interested director did not participate in the
discussion or vote.
f) The appointment of officers made by the Board.
g) The fact of the dissent and the name of the director who
dissented or abstained from the decision.
h) The resolutions sent for passing by circulation along with
the decisions thereon.
i) Noting of the Minutes of the last Meeting.
Further, as per the Standard, Minutes should mention the brief
background of the proposal, summarise the deliberations and the
rationale for taking the decisions.
6. State the content of Minutes as per SS-5 in relation
to General Meetings.
Minutes of General Meetings should contain the following:
a) The appointment of the Chairman of the meeting.
b) The presence of Quorum.
c) The fact that certain registers and documents were available
for inspection.
d) The number of members present in person including
representatives.
e) The number of proxies and the number of shares represented
by them.
f) The presence of the Chairman of the Audit Committee at
the Annual General Meeting.
g) The presence if any, of the Auditors, the Practising Company
Secretary who issued the Compliance Certificate, the Court
appointed observers or scrutineers.
h) Reading of the notice of the meeting.
9 January 2008
 Academic Guidance
i) Reading of the report of the auditors.
j) Summary of the opening remarks of the Chairman.
k) Summary of the clarifications provided.
l) In respect of each resolution, the type of the resolution, the
names of the persons who proposed and seconded and the
majority with which such resolution was passed.
m) In the case of poll, the names of scrutineers appointed and
the number of votes cast in favour and against.
n) In the case of resolutions passed through postal ballot, the
name of the scrutinizer appointed and the result of the ballot.
o) If the Chairman vacates the Chair in respect of any
specific item in which he is interested, the fact that he
did so and in his place some other director or member
took the Chair.
7. What are the principles prescribed by SS-5 for
recording the minutes of a meeting?
On recording of the Minutes, SS-5 lays down that Minutes should
contain in unambiguous terms a fair and correct summary of the
proceedings of the meeting.
Minutes should be written in third person and past tense. Each
item of business taken up at the Meeting should be appropriately
numbered.
Further, while recording Minutes of Meetings of the Board, any
document, report or notes placed before the Board and referred to in
the Minutes should be identified by initialling of such document, report
or notes by the Chairman or the concerned director.
Where an earlier resolution or decision is superseded or modified,
Minutes should contain a clear reference to the earlier resolution or
decision.
8. What are the requirements of SS-5 for entering the
Minutes in Minutes Book?
Minutes should be entered in the Minutes Book within thirty days
from the date of conclusion of the Meeting.
The date of entry in the Minutes Book should be recorded. Minutes,
once entered in the Minutes Book, should not be altered.
9. Who should sign and date the Minutes of the Meeting
as per SS-5?
Minutes of the Meeting of the Board or Committee should be signed
and dated by the Chairman of the Meeting or the Chairman of next
Meeting.
Minutes of a General Meeting should be signed and dated by the
Chairman of the meeting or in the event of death or inability of the
Chairman, by any director duly authorized by the Board for the purpose,
within thirty days of the General Meeting.
The Chairman or the authorized director should initial each page
of the Minutes, sign the last page and append to such signature the
date on which he has signed the Minutes.
10. Are directors and members entitled to inspect the
Minutes of Meetings?
Secretarial Standard 5 provides that whereas Directors are entitled
to inspect Minutes of all Meetings, the members are entitled to inspect
the Minutes of all General Meetings.
11. Who is the custodian authority for Minutes books of
a company?
Minutes Books should be kept in the custody of the Secretary of
the company or any director duly authorized for the purpose by the
Board.
Student Company Secretary
12. What is the time duration for preserving the Minutes
of Meetings, Notices, Agenda, Notes on Agenda of
companies?
Minutes of all Meetings should be preserved permanently.
Office copies of Notices, Agenda, Notes on Agenda and other
related papers should be preserved in good order for as long as they
remain current or for ten years, whichever is later, and may be destroyed
thereafter under the authority of the Board.
13. Are the principles for preservation different in case
of merger or amalgamation?
No, principles are not different as minutes of all meetings of the
transferor company should be preserved permanently by the transferor
company, notwithstanding the fact that the transferor company might
have been dissolved.
Office copies of Notices, Agenda, Notes on Agenda and other
related papers of the transferor company should be preserved in good
order for as long as they remain current or for ten years, whichever is
later, and may be destroyed thereafter under the authority of the Board
of the transferee company.
COMPANY LA
COMPANY W UPDA
LAW TES
UPDATES
(INTER/FINAL)
1. Under section 4A of the Companies Act, 1956 which specifies
the list of Public Financial Institutions, the following two institu-
tions are added in such list by the Central Government vide noti-
fication number S.O. 1583(E) dated September 20, 2007:
- Tamilnadu Urban Finance and Infrastructure Development
Corporation Limited.
- Kerala State Power and Infrastructure Finance Corporation
Limited.
2. Certain provisions related to fee, exemption etc. applicable to
section 25 companies have changed w.e.f. 31.12.2007, as be-
low:
l Central Government vide notification no. S.O. 3879, dated
the 22nd December, 1962 had ordered that the fees pay-
able under section 611 of the said Act read with Schedule X
thereto, for registration, as a company with limited liability,
of an association not for profit which is licensed under sec-
tion 25 of the said Act, shall be fifty rupees.
Now, vide its notification no. S.O. 2218 (E) dated 28th De-
cember, 2007, the Central Government has rescinded the
order. Hence, the fees for registration of such companies
shall be as per the provisions of section 611 of the said Act
read with Schedule X thereto.
l Central Government vide its notification number S.O. 1578,
dated the 1st July, 1961 has granted exemption from appli-
cability of section 303(2) to the companies licensed under
section 25. It means such companies were not required to
file form no. 32 in respect of any change among its direc-
tors, managing director, manager or secretary.
Now vide notification no. S.O. 2219 (E) dated 28th Decem-
ber, 2007, the abovesaid exemption stood withdrawn and
hence every company existing on the date of coming into
force of the order is required to file Form 32 of the Compa-
nies (Central Governments) General Rules and Forms, 1956
in respect of any change among its directors, managing di-
rector, manager or secretary that has occurred after the date
of filing of Form DIN-3 under rule 6 of the Companies (Direc-
tor Identification Number) Rules, 2006.
10 February 2007
 Academic Guidance
ECONOMIC, LABOUR & INDUSTRIAL
LAWS
LAWS
(INTER, GROUP II)4
1. Issue of shares under FDI and refund of advance
remittances
In terms of Schedule 1 of Notification No. FEMA 20/2000-RB dated
May 3, 2000, a person resident outside India can purchase equity
shares/compulsorily convertible preference shares and compulsorily
convertible debentures (equity instruments) issued by an Indian
company under the FDI policy and the Indian company is allowed to
receive the amount of consideration in advance towards issue of such
equity instruments, subject to the terms and conditions laid down
therein. In terms of Regulation 9(1) (A) of Schedule 1 ibid, the Indian
company is required to report the receipt of the amount of consideration
within thirty days of receipt of the inward remittance or the date of
debit of the NRE / FCNR(B) account of the foreign investor with a AD
category I bank in India, to the Regional Office concerned of the
Reserve Bank, in accordance with the prescribed procedure. Further,
in terms of A. P. (DIR Series) Circular No. 45 dated November 12,
2002, general permission is available to Indian companies to refund
the amounts received towards purchase of shares under Regulation 5
(1) of Notification No. FEMA 20/2000-RB dated May 3, 2000, as
amended from time.
With effect from November 29, 2007, the equity instruments should
be issued within 180 days of the receipt of the inward remittance. In
case, the equity instruments are not issued within 180 days from the
date of receipt of the inward remittance or date of debit to the NRE/
FCNR (B) account, the amount of consideration so received should
be refunded immediately to the non-resident investor by outward
remittance through normal banking channels or by credit to the NRE/
FCNR (B) account, as the case may be. The AD Category I banks
may allow such outward remittances after satisfying themselves with
the bonafides of the transactions and that no part of the remittance
represents interest on the funds received as advance. Noncompliance
with the above provision would be reckoned as a contravention under
FEMA and could attract penal provisions.
In exceptional cases, refund of the amount of consideration
outstanding beyond a period of 180 days from the date of receipt may
be considered by the Reserve Bank on the merits of the case.
Accordingly, AD Category I banks may apply to the Regional Office
concerned of Foreign Exchange Department of the Reserve Bank for
refund of such advance.
In all cases where, as on November 28, 2007, 180 days have
elapsed since receipt of funds and the equity instruments have not
been issued, the companies are required to approach the Foreign
Exchange Department of the Regional Office concerned of the Reserve
Bank through their AD Category - I bank with a definite action plan
either for allotment of equity instruments or for refund of the advance,
with full details, for specific approval.
2. Permission for Short selling of Equity Shares by SEBI
Registered FIIs
It has been decided in consultation with Government of India and
SEBI, to permit Foreign Institutional Investors (FIIs) registered with
SEBI and sub-accounts of FIIs to short sell, lend and borrow equity
shares of Indian companies. Short selling, lending and borrowing of
equity shares of Indian companies shall be subject to such conditions
as may be prescribed in that behalf by the Reserve Bank and the
SEBI / other regulatory agencies from time to time.
The above permission is subject to the following conditions:
(i) The FII participation in short selling as well as borrowing / lending
of equity shares will be subject to the current FDI policy and short
selling of equity shares by FIIs shall not be permitted for equity
4. Compiled by Lakshmi Arun, Education Officer, The ICSI.
Student Company Secretary
shares which are in the ban list and / or caution list of Reserve
Bank.
(ii) Borrowing of equity shares by FIIs shall only be for the purpose
of delivery into short sale.
(iii) The margin/collateral shall be maintained by FIIs only in the form of
cash. No interest shall be paid to the FII on such margin/collateral.
The designated custodian banks shall separately report all
transactions pertaining to short selling of equity shares and lending
and borrowing of equity shares by FIIs in their daily reporting with a
suitable remark (short sold / lent / borrowed equity shares) for the
purpose of monitoring by the Reserve Bank.
TAXABILITY OF EXP
EXPA TRIATE
ATRIATE
SER VICES OF MUL
SERVICES TINA
MULTINA TIONALS
TINATIONALS
AFTER MORGAN ST ANLEY & CO.
STANLEY
RULING IN INDIA
TAX LAWS (INTER/FINAL)5
LAWS
Expatriate Services, generally means services provided by the
foreign professionals in India on some specified assignments especially
between two related entities. In recent times many multinational
corporations following international commercial practice depute their
employees to India on specific tasks. These employees possess
requisite expertise and knowledge necessary for performing those
tasks. Usually these employees were under the payroll of their parent
company (foreign company). Before the determination of the Morgan
Stanley [Director of Income Tax (International Taxation) v/s Morgan
Stanley & Co.(2007) 162 Taxmann 165] case, there was confusion
regarding taxability of income earned by such deputed foreign
professionals in India. However after this case, the above issue was
to a large extent settled.
As per Circular No.333(506/42/81-FTD) dated 2.4.82, Where a
double taxation avoidance agreement (DTAA) provides for a particular
mode of computation of income, the same should be followed
irrespective of the provisions in the Income Tax Act that will govern the
taxation of the income.
India has entered into Double Taxation Avoidance Agreements
(DTAA) with various countries, including U.S.A.
Textual provision of relevant excerpts of Indo-U.S., DTAA
agreement :
Article 5(1) :
For the purpose of this Convention the term Permanent
Establishment means a fixed place of business through which the
business enterprise is wholly or partly carried on.
Article 5(2) (l):
Permanent Establishment (PE) includes; inter alia,
Furnishing of services, other than included services as defined in
Article 12 (royalties and fees for included services), within a contracting
state by an enterprise through employees or other personnel, but only
if:
(i) activities of that nature continue within that state for period
or periods aggregating to more than 90 days within any twelve
month period; or
(ii) the services are performed within that state for a related
enterprise (within the meaning of paragraph 1 of Article 9
(associated enterprise).
Article 5(4):
Notwithstanding the provisions of paragraphs 1 and 2 where a
personother than an agent of an independent status to whom
paragraph 5 appliesis acting in a contracting state on behalf of an
5. Prepared by Amit Kumar Das, Education Officer, The ICSI.
11 January 2008
 Academic Guidance
enterprise of the other contracting state, that enterprise shall be deemed
to have a permanent establishment in the first mentioned state, if
(a) he has and habitually exercises in the first mentioned state
an authority to conclude contracts on behalf of the enter-
prise, unless his activities are limited to business, would not
make that fixed place of business a permanent establish-
ment under the provisions of that paragraph;
(b) he has no such authority but habitually maintains in the first
mentioned state a stock of goods or merchandise on behalf
of the enterprise and some additional activities conducted
in that state on behalf of the enterprise have contributed to
the sale of the goods or merchandise; or
(c) he habitually secures orders in the first mentioned, wholly or
almost wholly for the enterprise.
So, it can be observed from the above provisions of DTAA, that if
personnel from abroad are working on deputation basis in India over
90 days, then such establishment in which they are working would be
treated as service PE.
There is no precise definition of service within DTAA. Normally it
relates to utilization of knowledge and skills by deputed professionals
in various fields.
Brief facts about Morgan Stanley Case:
Morgan Stanley & Co. is a corporate entity incorporated in U.S.A.
It is a multinational having business operations in many countries. It is
the parent company of Morgan Stanley Advantage Services (P) Ltd.
(incorporated in India). The parent company here is denoted as MSCo.
whereas the subsidiary Indian company is denoted as MSAS.
MSAS provide various back office services to MSCo. MSAS and
MSCo entered into an agreement on 14.4.2005. As per the provisions
of the agreement, MSCo will pay a consideration to MSAS as per cost
plus mark up arrangement for the services of the latter. MSCo further
sent some of their employees to MSAS to oversee outsourcing
operations in India.
MSCo, further sent some of its employees to MSAS on deputation
for longer periods having expertise in banking and finance.
These professionals received remuneration from MSCo, while
working in India. MSAS will have to reimburse these expenses to
MSCo without any mark up.
Now considering the above facts a question arises whether MSAS
would be treated as agent or fixed base permanent establishment
(PE) of MSCo?
MSAS provided services to MSCo, in the nature of fixed income
research, account reconciliation, BPO, data processing etc. MSCo
filed an application for advance ruling in India seeking clarification
whether MSAS would be treated as PE of MSCo under DTAA.
The Authority for Advance Ruling held that, inter alia:
(i) MSCo cannot be regarded as having a fixed place PE in
India under Article 5(1) of DTAA on account of services ren-
dered by MSAS.
(ii) MSAS cannot be regarded as agency PE under Article 5(4)
of the DTAA.
(iii) MSCo cannot be regarded as having a PE in India under
Article 5(2)(l) if it would send some of its employees to India
as stewards or as deputationists in the employment of MSAS
(i.e., Service PE).
(iv) The Transactional Net Margin Method (TNMM) was the most
appropriate method for the determination of the Arms Length
Price (ALP) in respect of the service agreement between
MSCo and MSAS and no further income would be attribut-
able to MSAS.
As observed from the above, The Authority for Advance Ruling
(AAR) had held that MSAS is not the PE of MSCo under the provisions
Article 5(1) or Article 5(4) of DTAA.
But the AAR failed to distinguish between employees working in
India as stewards and those sent on deputation basis.
Student Company Secretary
AARs view was that, since the period of stay of stewards and
deputed personnel exceeds 90 days in a 12 month period, so their
services would be treated as services to MSAS and not to MSCo.
Although the ultimate beneficiary of the services of MSAS is MSCo.
Therefore, as per AAR ruling, MSAS is a service PE of MSCo after
interpreting article 5(2)(l) of the bilateral treaty(DTAA) between U.S.A.
and India. Regarding profit attribution to MSAS, AAR ruled that, service
fee income to be received by MSAS from MSCo was at Arms Length
Price (ALP).
The case went to the Apex Court on appeal under the title, Director
of Income Tax (International Taxation) v. Morgan Stanley & Co.
(2007) 162 Taxmann 165 ,where the honourable Supreme Court of
India affirmed and vindicated the decision of AAR with some
modifications regarding nature of services provided by stewardship
activities and deputed personnel. Unlike AAR, the Supreme Court
differentiated between services provided by stewardship activities which
was more related to overseeing operations of MSCo in MSAS and
deputed personnel who were providing specialized services to MSAS.
The Supreme Court observed, in their judgement of this case, as
regards the question of deputation, an employee of MSCo when
deputed to MSAS does not become an employee of MSAS. A
deputationist has a lien on his employment with MSCo. As long as the
lien remains with the MSCo the said company retains control over the
deputationists terms and employment.
The Supreme Court has given a balanced judgement partly
acceding to the respective assertions by the parties. As a result, the
Supreme Court gave a qualified acceptance to AAR ruling regarding
services by MSAS. It omitted the services of stewardship activities
from the purview of calculating consideration of services provided by
MSAS to MSCo, while interpreting Article 5(2)(l) of DTAA.
The Supreme Court has concluded the following in the above
case:
The AAR was right in ruling that MSAS would be a Service PE in
India under article 5(2)(l), though only on account of the services to be
performed by the deputationists deployed by MSCo and not on account
of stewardship activities. As regards income attributable to the PE
(MSAS), the Transactional Net Margin Method is the appropriate
method for determination of the arms length price in respect of
transaction between MSCo and MSAS. The computation of the
remuneration based on cost plus mark-up worked out at 29 per cent
on the operating costs of MSAS is correct. This position is also
accepted by the Assessing Officer in his order dated 29.12.2006 (after
the impugned ruling) and also by the transfer pricing officer vide order
dated 22.9.2006. As regards attribution of further profits to the PE of
MSCo where the transaction between the two are held to be at arms
length, the ruling is correct in principle provided that an associated
enterprise (that also constitutes a PE) is remunerated on arms length
basis taking into account all the risk-taking functions of the multinational
enterprise. In such a case nothing further would be left to attribute to
the PE. The situation would be different if the transfer pricing analysis
does not adequately reflect the functions performed and the risks
assumed by the enterprise. In such a case, there would be need to
attribute profits to the PE for those functions/ risks that have not been
considered. The entire exercise ultimately is to ascertain whether the
service charges payable or paid to the service provider (MSAS in instant
case) fully represent the value of the profit attributable to his service.
In this connection, the department has also to examine whether the
PE has obtained services from the multinational enterprise at lower
than the arms length cost? Therefore, the department has to determine
income, expense or cost allocations having regard to arms length
prices to decide the applicability of the transfer pricing regulations.
Economic nexus is an important aspect of the principle of attribution
of profits.
In the light of what is stated above, the impugned ruling by AAR
stands modified to the extent indicated hereinabove. Accordingly, both
the civil appeals filed by the MSCo and by the Department are partly
allowed.
12 February 2007
LIST OF INSTITUTES EMPANELLED IN IMPARTING THE ORAL
COACHING FACILITIES TO THE CS STUDENTS UNDER PUBLIC/ ATTENTION STUDENTS
PRIVATE PARTNERSHIP SCHEME It has been decided to register the following categories
S. Name & Address of Validity for CS Session of organisations to impart three months/fifteen days training
No. Empanelled Institutions of Examination to the students :
EASTERN INDIA REGIONAL COUNCIL FOR THREE MONTHS
1. Institute for Inspiration & Self December07 & June08 Registrars to the issue/share Transfer Agents/
Development Sessions of CS Investment Bankers/Portfolio Managers/Brokers/Mutual
1-B-200/1, Sector-III, Examinations. Funds/SEBI/RBI/ Regional Directors Offices/Regulatory
Salt Lake City Authorities/Depository Participants/Tribunals/Insurance
Kolkata-700 016 Regulatory and Development Authority/Registrar of
2. M/s Jain Classes June'08 & December'08 Trademark/Excise, Custom, Value Added Tax, Income Tax
First Floor, Dey Complex Sessions of CS & Service Tax Authorities/Competition Commission of India/
Outer Circle Road, Bistupur Examinations Debt Recovery Tribunal/Company Law Board.
Jamshedpur-831001
FOR FIFTEEN DAYS
NORTHERN INDIA REGIONAL COUNCIL
Commodity Exchanges
3. M/s BRM Academy June'08 & December'08
Kumbha Circle, Azad Nagar, Sessions of CS The list of the organisations registered is published in
Bhilwara-311001 (Rajasthan) Examinations Chartered Secretary & Student Company Secretary from
WESTERN INDIA REGIONAL COUNCIL time to time.

4. Career Classes December07 & June08

The students are advised to avail the training provided
303, Shalimar Corporate Center Sessions of CS by these organisations.
8, South Tukoganj, Near Hotel Examinations.
Balwas, Indore (M.P)
5. Institute of Management December07 & June08 ATTENTION
Training & Research Sessions of CS
Artha Complex, 2nd Floor Examinations. NIRC LIBRARY MEMBERS
Near IMA House and Tapdiya All NIRC library members who were having their valid
Terrace, Off. Adalat Road
membership during the period 01.04.2004 to 31.03.2005 and
Aurangabad-431 001 (M.S)
have not renewed their Library Membership till date, may either
6. M/s Career Consultant December'07 & June'08 apply for renewal of Membership or request for refund of security
3018, Trade House, Ring Road Sessions of CS deposit. All such requests should reach the Executive Officer
Surat-395002 Examination.
(NIRC) on or before 15.03.2008. All deposits on account of
7. Madhu Jas Promotions Pvt. Ltd. June '08 & December '08 Library Security will be forfeited and no request for refund will
12/1, Dr. Sarju Prasad Marg Sessions of CS be considered/entertained after the stipulated date.
Behind Kanchan Hotel Examination.
Near Gokuldas Hospital
Indore-452001
8. Tolani Commerce College June '08 & December '08 UNIFORMITY IN SIGNATURES
P.O. Box No. 27 Sessions of CS
Adipur (Kachchh) 370205 Examinations It has been observed that some of the enrollment
SOUTHERN INDIA REGIONAL COUNCIL applications/ letters received from the students are
either unsigned or bear different signatures from time
9. Mohans Institute of Company December07 & June08 to time.
Secretaries, Sreyas Sessions of CS
Chettiparambil Lane Examinations. All the students are, therefore, advised to maintain
Thekkumbhagam, Tripunithura uniformity in their signatures on all the correspondence
Ernakulam (Distt.), Kerala-682301 with the Institute including students identity card,
10. St. John Foundation June '08 & December '08 enrolment application and attendance sheet provided
Little Kingdom Montessori Sessions of CS in the examination hall at the time of writing the
School Compund Examinations. examination.
338/3, West of Medical College
Nagercoil, Kanyakumari Distt.
Asaripallam-629201 Corrigendum
11. Dr. G.G. Shetty Educational June'08 & December'08 Name of Mr. A.V. Sundaresh registered for imparting training
Society, Raghu Nivas, Near Sessions of CS was published inadvertently as PCSA - 1582 on page number
Durga Devi Temple, Fort, Examinations 44 in December - 2007 issue of Student Company Secretary,
Dharwad-580008 may please be ignored.

Student Company Secretary 13 January 2008

 Legal World
LEGAL WORLD
Compiled by T.K.A. Padmanabhan, FCS, Advocate, New Delhi.
CORPORATE LAWS
LW(S) 01.01.2008
SHREYAS INDIA (P.) LTD. v. SAMARAT INDUSTRIES (P.) LTD.
[(2007) 80 SCL 131 (RAJ.)], DALIP SINGH, J [Decided on
06.07.2007]
Companies Act,1956 - Section 391 - Scheme of amalgamation
No meetings of the creditors were convened - Whether holding
of meetings of the creditors is a must for the scheme to be
sanctioned - Held, No.
Brief Facts: The transferee-company filed the petition under section
391 for obtaining sanction to a scheme of amalgamation with the
transferor-company mainly on the grounds that both the companies,
having same kind of business, their merger would result in the formation
of a larger company for doing their business more economically,
efficiently and profitably to a greater advantage and that the proposed
merger would have the beneficial results for both the companies, their
shareholders, employees and all concerned. The Regional Director,
however, raised objections inter alia, that no meetings of the creditors
of the transferor-company was convened; that the exchange ratio for
amalgamation was not worked out by an independent value; and that
the board of directors had not given the requisite information and
explanations in their report.
Decision: Scheme Sanctioned.
Reasons: Both the companies had disclosed to the Court all the
material facts relating to the amalgamation as required under proviso
to sub-section (2) of section 391. The scheme of merger of the
transferor-company, in the transferee company had been unanimously
approved by the shareholders. It was true that the meeting of secured
creditors and unsecured creditors of the company had not been
convened and no notice of meeting under rule 73 of the Companies
Court Rules, 1959 was given.
As was evident from the report of chairman of the meeting held
under the order of the Court dated 19-1-2007, the chairman was given
no objection certificate by the transferor on behalf of its secured and
unsecured creditors, which were outstanding against the company. It
had been stated in the report that the secured and unsecured creditors
had given their no objection certificates on the last balance sheet
date and in the otherwise case, they would have been repaid by the
company. Even if the objection raised by the Regional Director was
sustained, the Court has inherent powers under rule 9 to dispense
with the requirement of giving notice of meeting to the creditors of the
company. The creditors of a company, which is sought to be merged
in another company and completely absorbed in the transferee, would,
by the process of amalgamation be compelled to deal with and become
the creditors of another company, whether the existing company or a
new company that may come into existence even though the creditors
or some of them may have had no dealings with such new entity and
may have, therefore, no confidence in its management and the creditors
have got no right to vote on the proposed amalgamation.
LW(S) 02.01.2008
REGISTRAR OF COMPANIES v. ELABORATE LEASING (P.) LTD.
[(2007) 80 SCL 33 (J &K)], Nirmal Singh, J [Decided on 25.10.2007]
Companies Act, 1956-Sections 159, 162 and 220 read with
sections 468 and 472 of the Cr.P.C.- Non-filing of annual returns -
Whether a continuing offence - Held, Yes. Whether limitation for
filing complaint applicable - Held, No.
Brief Facts: An important and interesting question of law has been
raised in this revision as to whether non-filing of annual return, as
envisaged under sections 159/220 of the Companies Act 1956, is a
continuing offence.
Decision & Reasons: Perusal of sub-section (1) of section 162 of
Student Company Secretary
the Act shows that if a company fails to comply with any provisions
contained in section 159,160,161 or 220 of the Act, the company and
its officers, who makes the default, shall be liable for punishment to
fine which may extend to Rs.50 per day, during which the default
continues, therefore, the provisions of section 468 of the Code of
Criminal Procedure are not attracted. In Bhagirath Kanoria v. State of
M.P.AIR 1984 SC 1688 the Apex Court has observed as under:
The question whether a particular offence is a continuing offence
must necessarily depend upon the language of the statute which
creates that offence, the nature of the offence and, above all, the
purpose which is intended to be achieved by constituting the particular
act as an offence. Turning to the matters before us, the offence of
which the appellants are charged is the failure to pay employers
contribution before the date. Considering the object and purpose of
that provision, which is to ensure the welfare of workers, we find it
impossible to hold that the offence is not of a continuing nature.
In the same case, it has been further observed as under:
Non payment of the employers contribution to the Provident Fund
before the due date is a continuing offence and, therefore, the period
of limitation prescribed by section 468 cannot have any application.
The offence will be governed by section 472 according to which, a
fresh period of limitation begins to run at every moment of time during
which the offence continues.
A Division Bench of the Calcutta High Court in Luxmi Printing Works
Ltd v.Assistant Registrar of Companies (1990)69 Comp Cas 442, has
held that offence under section 159,160,161 and 220 of the Companies
Act, are continuing offences. Similar view has been taken by Delhi
High Court in Anita Chadha v. Registrar of Companies (1999) Cri.
LJ2433, where it has been held that offences under sections 159 and
220 read with section 162 of the Act are continuing offences within the
meaning of section 472 and section 468 of the Code, are not attracted.
In view of the authoritative decisions, no contrary view is possible,
therefore, the order of dropping of proceedings by the learned
Magistrate, is not sustainable. For the reasons mentioned above, the
revision is accepted and the order impugned is set aside. The learned
Magistrate is directed to hold further enquiry, in accordance with law.
Petition allowed.
LW(S) 03.01.2008
N.KUMAR v. M.O.ROY, ASSISTANT DIRECTOR, S.F.I.O [(2007)
80 SCL 55(MAD)], K.N.BASHA, J. [Decided on 20.04.2007]
Companies Act, 1956-Section 207- Distribution of dividend-
Failure to do Director resigned Whether resigned director can
be held vicariously liable for the failure-Held, No.
Brief Facts: The petitioner was a director of a company, which, for
the financial year 1995-96, declared the dividend on 19-9-1996 and
failed to distribute same within the prescribed period. The respondent/
complainant filed a complaint against the company and its directors
on 23-8-2006 for the contravention of provisions under section 207.
The petitioner filed instant petition seeking for quashing of the
proceeding initiated against him for the offence under section 207.
The petitioner contended that the complaint filed in the year 2006 was
barred by limitation; that he having resigned as early as in June 1996,
was not at all liable to be prosecuted for the contravention of section
207; and that there was no allegation or averment in the complaint to
the effect that the petitioner was having knowledge about the default
committed by the company for contravention of section 207.
Decision: Petition allowed.
Reasons: The provision under section 207 contemplated the
implication of any director of the body corporate, only in the event of
such director being knowingly a party to the default.
A perusal of the complaint clearly showed that there was not a
whisper against the petitioner to the effect that the petitioner was
knowingly a party to the default. The petitioner was not a whole-time
director to be aware about the entire affairs of the company. Therefore,
in view of the absence of specific averment in the complaint to the
effect that the petitioner had the knowledge about the commission of
14 February 2007
 Legal World
the offence by the company or the petitioner was knowingly a party to
the default, the petitioner could not be held vicariously liable for the
contravention under section 207 and as such even on that ground, the
proceedings were liable to be quashed as against the petitioner.
One more infirmity in the instant case was that the complainant
had not sent any show-cause notice to the petitioner or any of the
accused to explain about the alleged contravention of section 207.
Though there is no specific provision available under the Act
contemplating the issuance of show-cause notice, yet the proviso to
section 207 contemplates implied procedure of sending show-cause
notice calling for explanation for the contravention of section 207.
In view of the proviso to section 207, unless and until the Central
Government or the complainant gives opportunity by issuing a show-
cause notice to the accused, the accused may not be in a position to
explain the reason for delay in distributing the dividends within the
stipulated period. If the accused satisfies anyone of the categories of
cases enumerated under the proviso to section 207, then such accused
could not have been deemed to have committed the offence under
section 207. The prosecution was initiated against the petitioner and
other accused hurriedly and arbitrarily without following the procedure
contemplated under the proviso to section 207 and that infirmity itself
was a ground for quashing the proceedings.
LW(S) 04.01.2008
BANK OF RAJASTHAN LTD. v. RAJASTHAN BREWERIES LTD
& ORS [(2007) 140 Comp Cas 622 (CLB)], Vimla Yadav (Member)
[Decided on 06.07.2007]
Companies Act, 1956-Sections 209A and 237-Investigation-
Whether provisions of the Limitation Act, 1963 apply to a petition
filed before the CLB- Held, No. Whether investigation could not
be ordered, if inspection under section 209A has been allowed-
Held, No.
Brief Facts: In a petition filed under section 237 of the Companies
Act, 1956, the petitioner-bank sought an order directing investigation
into the affairs of the respondent-company on the ground that the
business of the company was conducted for a fraudulent and unlawful
purpose with intent to defraud the general public and the petitioner-
bank. The bank also sought suppression of the board of directors of
the company and appointment of an administrator and special officer
to take charge of the management as well as its assets and properties.
The respondents raised an objection that the petition was not
maintainable in terms of the Limitation Act, 1963, and that since
inspection of the respondent-company had already been ordered under
section 209A of the Act, there was no scope for ordering investigation.
Decision: Petition allowed.
Reasons: The petition is not barred by limitation as the provisions
of the Limitation Act, 1963, do not apply to proceedings before a quasi-
judicial authority which, as per the provisions of section 10E (5) of the
Companies Act, 1956, shall in the exercise of its power and the
discharge of its functions under the Act or any other law be guided by
the principles of natural justice and shall act in its discretion.
Under Section 237 of the Companies Act, 1956, directing an
investigation is only analogous to the issue of a fact finding commission
by a civil court for looking into accounts or making an investigation
and does not amount to a judgment within clause 15 of the Letters
Patent, 1865, so as to enable an aggrieved party to appeal. An order
of investigation is not an end by itself; it is only a means to find out the
full facts of the acts complained of. It is nothing but an exploratory
measure to be proved or disproved with reference to the facts later on
ascertained. The discretionary power of the Company Law Board has
to be exercised in good faith. Unless proper grounds exist for
investigation of the affairs of the company, investigation cannot be
ordered.
Though inspection under section 209A of the Companies Act, 1956,
had already been ordered in the case of the respondent-company, the
scope of inspection was different from the scope of investigation.
Further, investigation alone could reveal the true state of affairs of the
company. The petitioners had made out a case under sub-clauses (i)
Student Company Secretary
to (iii) of section 237(b) of the Companies Act, 1956, and as per the
facts and circumstances of the case it is a fit case for ordering
investigation under section 237(b) of the Act.
TAX LAWS
LW(S) 05.01.2008
YASHPAL SAHNI v. REKHA HAJARNAVIS, ASSISTANT
COMMISSIONER OF INCOME-TAX [(2007) 165 TAXMAN 144(BOM)],
F.L.Rebello & J.P.Devadhar, JJ [Decided on 18-07-2007]
Income Tax Act,1961- Deduction of TDS- Company deducted
TDS on the salary paid to its MD- Certificate of TDS not issued-
MD resigned from the post - AO denied the credit of TDS and
demanded the tax again from the MD- Whether Tenable- Held, No.
Brief Facts: Respondent No.6 Company appointed the assessee
as managing director with effect from 1-4-1996. During the period
April to December 1996, respondent No.6 paid certain amount of salary
to the assessee after deducting TDS. Thereafter, dispute arose between
the parties and ultimately respondent No.6 terminated the services of
the assessee in March1997. On 30-9-1997, the assessee filed return
of income for the assessment year 1997-98, inter alia, claiming credit
of TDS. The return was processed and the Assessing Officer issued
intimation denying credit of the TDS along with demand of interest.
The assessee then wrote various letters to the Revenue to recover
the TDS amount collected by respondent No.6 and to compel it to
issue TDS certificate in favour of the assessee. Instead of recovering
the amount from respondent No.6, the authorities initiated penalty
proceedings against the assessee and attached the bank account of
the assessee for recovery of the tax amount along with the interest.
Decision: Appeal allowed.
Reasons: From the language of section 205, it is clear that once
the tax is deducted at source, the same cannot be levied once again
on the assessee who has suffered the deduction. Once it is established
that the tax has been deducted at source from the salary of the
employee, the bar under section 205 comes into operation and it is
immaterial as to whether the tax deducted at source has been paid to
the Central Government or not, because elaborate provisions are made
under the Act for recovery of tax deducted at source from the person
who has deducted such tax.
In the instant case, the assessee had furnished monthly pay slips
and bank statement to show that from his salary tax was deducted at
source by the employer. Authenticity of the said pay slips and bank
statements had not been disputed by the revenue. Thus, it was clear
that the tax had been deducted at source by respondent No.6 from the
salary paid to the assessee.
In the instant case, the assessee had established that from his
salary income-tax had been deducted at source by the employer-
respondent No.6 and, therefore, the revenue had to recover the said
TDS amount with interest and penalty from respondent No.6 alone
and the revenue could not seek to recover the said amount from the
assessee in view of the specific bar contained under section 205.
The fact that the assessee was not entitled to the credit of the tax
deducted at source for the non-issuance of the TDS certificate from
the assessee. In other words, even if the credit of the TDS amount
was not available to the assessee for want of TDS certificate, the
fact that the tax had been deducted at source from salary income of
the assessee would be sufficient to hold that as per section 205, the
revenue could not recover the TDS amount with interest from the
assessee once again.
LW(S) 06.01.2008
TRINITI CORPORATION, In re [(2007)295 ITR 258 (AAR)], P.V.
Reddi J. (C), A.Sinha & Rao Ranvijay Singh (M) [Decided on
16-11-07]
Income Tax Act, 1961-Sections 9(1)(i),45, 160(1) and 163 (1)-
Advance ruling-Shares of Indian company-Sale of shares by non-
resident to non-resident-Whether liable to capital gains tax-Held,
15 January 2008
 Legal World
Yes. Whether Purchaser has to deduct TDS while making payment
to the seller-Held, Yes.
Brief Facts: The applicant was a company in the USA and a non-
resident for the purpose of Indian income-tax. JS, an individual resident
of the USA, was a shareholder in an Indian company. Under an
agreement with the applicant, JS was to transfer some of his shares
immediately and to transfer the rest of his shares in the Indian company
in a phased manner, to the applicant. On these facts the applicant
applied to the Authority for a ruling on the following questions: (a)
whether the transfer of shares held by JS, a US citizen, to the applicant,
a US company, would attract liability to capital gains tax in India; and
(b) if so, who would be treated as the representative assessee/agent
for payment of tax in India.
Decision: TDS to be deducted by the purchaser.
Reasons: Even under the agreement for the Avoidance of Double
Taxation between India and the USA, in view of article 13 thereof,
which provides that each Contracting State may tax capital gains in
accordance with the provisions of its domestic law, the capital gains
under section 9(1) (i) read with section 45 would be taxable in India.
That under section 9(1) of the Income tax Act, any income accruing
or arising whether directly or indirectly through the transfer of a capital
asset in India is deemed to accrue or arise in India. Even if the transfer
relating to the capital asset took place outside India, if the capital asset
is situated in India, the profits and gains there from accrued in India in
consonance with the provisions of section 9(1) (i) of the Income tax
Act and are assessable under the head Capital Gains. In this case,
on the basis of this criterion, the capital assets, i.e. shares of the Indian
Company which had been transferred, were situate in India and income
directly or indirectly accrued/arose to the applicant, the non-resident,
through the transfer of those capital assets.
That under the inclusive clause of section 163 of the Income Tax
Act, the transferee (in this case, the applicant) was a person who had
purchased the asset and had also paid the consideration. Such
transferee might be either a resident or a non-resident. On the basis
of the deeming provisions, viz., section 160(1) (i) read with section
163(1), the authorities in India would realize the tax from the transferee
(the applicant). The applicants liability was provided under section
161 and the applicant would, therefore, be an agent/representative of
the non-resident individual JS for recovery of tax under the inclusive
provision of section 163.
GENERAL LAWS
LW(S) 07.01.2008
RAHUL BUILDERS v. ARIHAT FERTILIZERS & ANR [(2007) 140
Comp Cas 600 (SC)], S.B.Sinha & Harjit Singh Bedi, JJ. [Decided
on 02.11.2007]
Negotiable Instruments Act, 1881- section 138- Dishonour of
cheque- Drawer owed certain sum to the Payee- Drawer issued a
cheque for the part payment of the outstanding due- Upon the dishonour
of the cheque Drawer issued demand notice for the entire outstanding
sum - High Court quashed the proceedings for want of insufficient
demand notice- Whether High Court was correct- Held, Yes.
Brief Facts: The first respondent (drawer) entered into a contract
with the appellant-firm (payee) for construction of a building and factory
premises. There was an outstanding of Rs. 8,72,409. The first
respondent issued a cheque for a sum of Rs.1, 00,000 in favour of the
appellant, which upon presentation was not honored on the ground
that the first respondent had closed its account with the bank. The
appellant sent a notice to the first respondent demanding the sum of
Rs. 8,72,409 and stating that its cheque for Rs.1,00,000 had been
returned unpassed by the bank authorities with the plea that the account
had already been closed and requesting the payment of the appellants
pending bill within 10 days from the date of receipt of this letter failing
which suitable action would be taken. As despite receipt of the said
notice, the first respondent did not make any payment, the appellant
Student Company Secretary
filed a complaint under section 138 of the Negotiable Instruments Act,
1881. The High Court quashed the criminal proceedings holding that
fifteen days notice having not been served upon the first respondent,
the notice was not valid, and that the complainant by the notice having
as against the cheque which was for a sum of Rs.1,00,000 only, the
notice was vague and did not serve the statutory requirements of
provisos (b) and (c) to section 138 of the Act. The appellant appealed
to the Supreme Court.
Decision: Appeal allowed.
Reasons: The amount which the first respondent was called upon
to pay was the outstanding amounts of bills, i.e., Rs. 8,72,409. The
notice was to respond to the said demand. Pursuant thereto, it was to
offer the entire sum of Rs.8, 72,409. No demand was made upon it to
pay the said sum of Rs.1, 00,000 which was tendered to the appellant
by the cheque in question. What was, therefore, demanded was the
entire sum and not a part of it. The first respondent was not called
upon to pay the amount which was payable under the cheque issued
by it. As no demand was made for payment of the cheque amount,
the High Court was right in quashing the complaint.
Section 138 does not speak of 15 days notice. It contemplates
service of notice and payment of the amount of cheque within 15 days
from the date of receipt thereof. When the statute prescribes service
of notice specifying a particular period, it should be expressly stated.
Service of a notice, it is trite, is imperative in character for maintaining
a complaint. It creates a legal fiction. Unless a notice is served in
conformity with proviso (b) appended to section 138 of the Act, the
complaint would not be maintainable. One of the conditions is service
of a notice making demand for payment of the amount of cheque as is
evident from the use of the phraseology payment of the said amount
of money. A penal provision should be construed strictly; the condition
precedent wherefore is service of notice. It is one thing to say that the
demand may not only represent the unpaid amount under cheque but
also other incidental expenses like costs and interests, but this would
not mean that the notice would be vague and capable of two
interpretations. Omnibus notices without specifying as to what was
the amount due under the dishonored cheque would not sub serve the
requirement of law.
ATTENTION STUDENTS!
Applicability of Latest Finance Act and other changes for
Company Secretaries June 2008 Examination.
DIRECT TAXES
All students may note that for the June 2008 Examination session,
in respect of Direct Taxes, the applicable Assessment Year shall
be 2008-09 (Previous year 2007-08).
Thus, they will have to study Finance Act, 2007 for June 2008
examination. Further, as per the syllabus, students are required
to update themselves about all the Circulars, Clarifications,
Notifications issued by CBDT & Central Government, which come
in to effect on or before 6 months prior to the date of the respective
Examination.
Gift Tax Act has been excluded from the scope of examination
from December 1999 session onwards unless otherwise informed.
INDIRECT TAXES
Students appearing in the Tax Laws (Indirect Tax portion to the
extent of topics covered in the syllabus) and Direct and Indirect
Taxation-Law and Practice (Indirect tax portion) paper of the
Intermediate and Final Courses respectively may take note of the
following changes applicable for June 2008 Examination:
1. All changes made by the Finance Act, 2007.
2. All Circulars, Clarifications/Notifications issued by CBE&C/
Central Government which became effective six months prior
to the date of examination.
16 February 2007
 Student Services
STUDENT SERVICES
REGISTRATION AND POSTAL TUITION
1. Cancellation of Registration
Registration of students registered upto and including FEBRUARY,
2003 stands terminated on expiry of five-year period on 31st JANUARY,
2008 leading to the following immediate consequences :
(a) Supply of Student Company Secretary bulletin will be
discontinued from FEBRUARY, 2008 onwards.
(b) Response sheets will not be accepted even if submitted and
coaching completion certificates will not be issued (after the
expiry of registration period)
(c) They are not eligible to appear in the examination to be held
in June, 2008
l They are advised to apply for registration de-novo/ extension of
registration as per the guidelines published in this bulletin.
2. Change of Address
Change of address, if any, should be intimated to the Institute by
sending a separate letter in this regard. While intimating the change in
their mailing address, the students are advised to invariably quote the
PIN CODE number alongwith the student registration number, name
and full postal address with city, state in capital letters.
PIN CODE is required to be mentioned for quick delivery of the
mail. Students may, therefore, check up the computerised mailing
address as printed on the Student Company Secretary bulletin. In
case, it does not carry or carry the wrong PIN CODE number, the
same may be intimated immediately quoting student registration
number and full postal address with Postal Index Number so that it
could be incorporated in the computerised mailing list.
3. E-Mail Address of the Students
Those students who are having e-mail address may communicate
the same to the Student Services Section at dss@icsi.edu which will
facilitate quick and economic communication from the Institutes side.
The e-mail address may be sent in the following format.
Name : 6. Uniformity in Signatures
Registration No. : It has been observed that some of the enrollment applications /
E-Mail Address : signatures from time to time.
4. Students Identity Card
All the students appearing in the examination must hold Identity
Card in the manner prescribed by the Institute, if not already obtained
at the time of seeking registration. For obtaining the Identity Card,
students are advised to obtain a proforma from the Headquarters/
Regional Offices of the Institute and send it again to the Institute duly
filled up and attested as per instructions given in the prospectus/
registration letter.
Students who have so far not obtained Identity Cards are advised to
write to the Institute immediately. The students should carry their Identity
Cards without fail for appearing in the Institutes examination. If the
Identity Card already issued has been lost or mutilated, student should
send a request for obtaining duplicate Identity Card together with the
mutilated Identity Card/Identity Card proforma duly filled in and attested
together with Rs. 50/- towards duplicate Identity Card fee.
5. Company Secretaries Examination- June, 2008
I. EXAMINATION FEE:
Foundation : Rs. 875 (Lumpsum)
Intermediate : Rs. 900 (Per group)
Final : Rs. 750 (Per group)
Student seeking paperwise exemption for the first time (on
qualification basis) are required to remit the exemption fee @ Rs. 100
per subject in addition to the examination fee on or before the last
Student Company Secretary
date.
II. Eligibility for appearing in the Intermediate
Examination :
In terms of regulation 33 of the Company Secretaries Regulations,
1982, students registered upto and including August 2007 are eligible
to appear in both groups of the Intermediate examination to be held in
June, 2008 subject to completion of Coaching and Computer Training
and fulfillment of other conditions laid down in the regulations. However,
candidates registered as students upto and including the month
November, 2007 are eligible for appearing in any one group in June,
2008 session (i.e. either in Group-I or Group-II) subject to fulfillment of
other conditions as laid down in the regulations.
III. Eligiblity for appearing in the Final Examination:
In terms of regulation 43 of Company Secretaries Regulations,
1982, students who have passed/completed both groups of the
Intermediate examination upto and including June, 2007 are eligible
to appear in all the three groups or in combination thereof in any two
groups of the Final examination to be held in June, 2008 subject to
completion of coaching and fulfilling other conditions as laid down in
the regulations.
IV. Last Date for Receipt of Enrollment Applications
The last date for receipt of application to the June 2008 examination,
complete in all respects, together with the requisite examination fee in
the Institute, is 25th March, 2008. However, enrollment applications
accompanied with late fee of Rs. 100/-, if received in the institute after
the closing date, but on or before 9th April, 2008 will be entertained.
Students who could not be enrolled in the earlier examination owing
to late receipt of enrollment application, cancellation of registration
etc. and whose examination fee was kept at credit, are advised to
send fresh enrollment applications requesting therein for the adjustment
of amount at their credit together with the balance of examination fee,
if any. Formal application along with the original letter issued by the
Institute showing credit amount, must reach the Institute on or before
the closing date as otherwise such students shall not be enrolled for
appearing in June,2008 examination.
No other remittance/letter/query should be clubbed with the
enrollment application/examination fee.
letters received from the students are either unsigned or bear different
All the students are, therefore, advised to maintain uniformity in
their signatures on all the correspondence with the Institute including
students identity card, enrollment application and attendance sheet
provided in the examination hall at the time of writing examinations.
7. Clarification regarding Paperwise Exemption
(a) The paperwise exemption is granted only on the basis of specific
request received in writing from a registered student along with
the attested photocopies of marks sheets for all parts of the
Degree/examination (on the basis of which the paperwise
exemption is sought) and the exemption fee @ Rs. 100/- per
paper. It is one time payment and not to be remitted for availing
of paper wise exemption in every session of examination during
the validity of registration period.
(b) The application for claiming paperwise exemption must reach the
Institute on or before the last date for submission of enrolment
application i.e. 25th March and 25th September for June and
December examinations respectively and with a late fee of Rs.
100/-, the application can be accepted upto 9th April and 10th
October respectively.
(c) The paperwise exemption once granted holds good during the
validity of registration period or passing/completing the
examination, whichever is earlier.
(d) The paperwise exemption is cancelled only on receipt of a specific
17 January 2008
 Student Services
request in writing from the student concerned on or before the
last date for submission of the enrolment application. If any
candidate appears in the exempted paper(s) of examination
without receiving the written confirmation from the Institute, but
by making personal representation, appeal, request, etc., at the
Examination Centre at the last moment, his/her appearance in
such paper(s) shall automatically be treated as cancelled.
(e) It may be noted that candidates who apply for grant of paper wise
exemption or seek cancellation of paper wise exemption already
granted, before the last date of submission of enrolment
applications for a particular examination, must see and ensure
that they receive written confirmation from the Institute at least
15-20 days prior to the commencement of the examination.
Candidates who would presume automatic grant or cancellation
of paper wise exemption without obtaining written confirmation
on time and absent themselves in any paper(s) of examination
and/or appear in the exempted paper(s) would do so at their own
risk and responsibility and the matter will be dealt with as per the
above guidelines.
(f) Exemption once cancelled on request in writing shall not be
granted again under any circumstances.
(g) The candidates who have passed either group of the Intermediate/
Final examination under the old syllabus, may claim the paperwise
exemption in the corresponding subject(s) of new syllabus
indicating the basis of exemption as APO in the appropriate
column of the enrolment application.
(h) In case the paperwise exemption has already been granted on
the basis of qualification or the candidates is eligible for grant of
exemption on the basis of securing 60% or more marks, a
photocopy of the letter/marks-sheet issued by the Institute should
be enclosed with the enrolment application while claiming such
exemption, failing which the same may not be granted for the
ensuing examination.
(i) No exemption fee is payable for availing paperwise exemption on
the basis of APO or on the basis of securing 60% or more marks
in the Institutes examination.
(j) Paperwise exemption fee is payable only when the exemption is
to be availed on the basis of qualification(s) specified for the
purpose.
8. Exemption from Computer Training
A student can be exempted from undergoing the course on the
basis of his existing qualification/degree in the computer field and
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 NIIT)
from any of the NIIT Center on all India basis and successfully clears
the test.
9 Completion of Coaching and Filling up of Examination
Forms
At times queries are received by the Institute from the students
with regard to filling up of examination forms for want of issue of
coaching completion certificate. It is clarified that students (i) who are
undergoing oral coaching, and (ii) students who have submitted or re
submitted their response sheets and/or would be submitting or re-
submitting the response sheets with in the stipulated period, are eligible
to fill up the examination forms for the respective session of
examination. Such students need not withhold the submission of their
examination forms for want of coaching completion certificates. The
students concerned are advised to make a note in the application
form to the effect that they are undergoing oral coaching/have submitted
response sheets and are awaiting coaching completion certificates.
Since there cannot be any change with regard to the closing date for
submission of examination forms, students need not wait for the issue
of coaching completion certificates for filling up their examination forms.
They are advised to mention against the appropriate column in the
enrolment application form that coaching completion certificates are
being awaited.
Student Company Secretary
Students who were issued with limited permission letters, for
appearing in December, 2007 examination, are advised to submit the
deficient response sheets immediately as such students, if failed, will
not be allowed to appear in June, 2008 examination, unless they are
issued with the regular coaching completion certificates (s) for the
group (s) for which limited permission letter was issued.
Students who secure 35% or more marks in aggregate and 30%
marks in individual paper in a group in December, 2007 examination,
are advised to submit photocopy of the marks sheet for the issue of
Coaching Completion Certificate, if eligible.
10. Submission of Response Sheets for June, 2008
Examination
The last date for receipt of response sheets, including resub-mission,
if any, from the students who wish to be enrolled for the June, 2008
examination is 29.02.2008. Students are advised to send the response
sheets to the Institute in a regular flow without waiting for the last date.
The last date mentioned above is just an indicator for students who
suitably plan their submission. This will not only give the Institute
reasonable time to get the response sheets evaluated in time but also
an opportunity to the Students to resubmit the response sheets in which
they have failed to obtain a minimum of forty percent marks. Students
are advised to get acknowledgement from the Institute for the response
sheets sent by attaching a self addressed stamped post card. It may be
noted that credit is given for the response sheets received in the Institute
on or before the stipulated due date, as above. Name of student,
registration number, subject, test paper number, number of sheets used
and postal address with PIN code number should be written on the title
sheets attached with each response sheets. The above information may
also be indicated on the first, middle and last page of each response
sheet besides mentioning the Registration Number on each page on
the right hand corner on top. It will facilitate early evaluation and return
of the evaluated response sheets. It may be noted that no response
sheet will be entertained by the Institute in the absence of above
information. Accordingly, no credit will be given to students of such
response sheets received by the Institute.
Students are also advised to write the subject/paper, number of
sheets used and examination correctly on the title sheet before sending
the response sheets to the Institute. Similarly, relevant title sheets
may be appending with them. There are separate title sheets for
Foundation, Intermediate and Final course. Even when the response
sheets are sent in a bunch, complete particulars are to be given on
each title sheet and first, middle and last pages of each response
sheet. No cognizance of the response sheets will be taken if the student
fail to comply with the above instructions. It is emphasized that separate
title sheets are to be attached with each response sheet.
Students are aware that the Institute has made arrangements for
acceptance of response sheets for Foundation, Intermediate and Final
Course in its Regional/ Chapter Offices in Ahmedabad, Bangalore ,
kolkata, Chennai, Delhi, Hyderabad , Jaipur , Kanpur, Mumbai, Madurai
and Pune. Students located in and around these cities are advised to
contact and submit their response sheets in the respective Regional/
Chapter offices.
11. Important
While making any correspondence regarding examination, the
students are advised to quote the following particulars for taking prompt
action :
i) Name in full (ii) Student Registration number (iii) Stage of
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
PIN code, telephone number, mobile number or e-mail address.
In case of any specific problem/complaint regarding registration,
post-registration, students services and postal/oral coaching, students
may contact personally or write to Sohan Lal, Joint Director and for
academic guidance and suggestions, if any, students may write to
Balwant Kulkarni, Director at the Institutes address.
18 February 2007
 Student Services
ATTENTION STUDENTS EXAMINATION
INTENDING TO APPEAR IN COMPANY SECRETARIES 1. DECLARATION OF DECEMBER, 2007 EXAMINATION
EXAMINATIONS JUNE, 2008 RESULTS
1. (a) Last date for receipt of Examination 25.03.2008 The results of the Foundation Course, Intermediate and Final
applications in the Institute examinations of the company secretaries held in December, 2007
are scheduled to be declared at 02.00 P.M. on 25th February, 2008.
(b) With a late fee of Rs. 100 09.04.2008
As in the past, the results will be displayed simultaneously on the
2. Examination Fees Notice Boards at the Institutes Headquarters, Offices of the Regional
i. Foundation Rs.875 (Lumpsum) Councils and Chapters, and Examination Centres. The results will also
ii. Intermediate Rs.900 (Per group) be available on Institutes Website www.icsi.edu on 25th February,
iii. Final Rs.750 (Per group) 2008 after 02.00 P.M.
3. Last date for seeking paperwise 25.03.2008
exemption NOTIFICATION
4. Last date for seeking extension 25.03.2008
of registration/registration de-novo ICSI NO.7 OF DECEMBER, 2007
In accordance with the Merit-cum-Means Assistance (Company
Notes :
Secretaryship Course) Scheme, 1983, as in force, the following
I. Examination fee is payable on groupwise and not on students have been selected for award of Merit-cum-Means
paperwise basis for intermediate/Final examinations. Assistance for Intermediate and Final Courses on the basis of
II. All students appearing in the Intermediate examination results of Foundation and Intermediate Examinations, June, 2007
are required to complete successfully the Computer and fulfilling the eligibility criteria:
Training before filling up the examination form EXA
III. The students who have submitted/ would be submitting all Sl. Name of the Student Student Regn. No.
the response sheets within the stipulated time, may submit No.
their enrolment applications for appearing in the
examination pending issue/receipt of the coaching FOR INTERMEDIATE COURSE
completion certificates. But coaching completion certificate
would be issued only when they have successfully 1. Mr. Nikhil Benawat WR0499831/08/2007
completed the coaching for the group(s) concerned.
2. Mr. Praveen Kumar Ranjan NR0548194/08/2007
IV. Please note that unsigned, incomplete and applications
not filled in their own handwriting by the students will 3. Mr. Altamish NR0543722/08/2007
not be accepted.
V. No change of group(s) will be allowed after submission 4. Ms. Neha Goel NR0553114/08/2007
of the enrolment application.
FOR FINAL COURSE
VI. No request for change of medium for writing the
examination will be entertained after submission of the 5. Mr. Venkatesha Prasad K SR0365416/08/2006
enrolment application.
VII. No cutting and over writing is to be done in the 6. Mr. Yudhveer NR0503843/08/2006
examination form.
7. Mr. Ravinder Kumar NR0503253/08/2006
VIII. No request for grant/cancellation of paperwise exemption
shall be entertained after the last date i.e. 25th March/ 8. Ms. Gayatri Chawla NR0499946/08/2006
25 th September for June/December examination
respectively. 9. Ms. Sneha Gopal WR0429731/02/2006
IX. No request/correspondence for withdrawal of
10. Ms. Jyoti Aggarwal NR0462094/08/2005
application from appearing in the examination or
adjustment of amount for the next examination shall 11. Mr. Sachin Khera NR0501037/08/2006
be entertained after submission of the examination
form under any circumstances . 12. Mr. Hitesh Kumar NR0497225/08/2006
Students are, therefore, once again advised to fill in the
13. Ms. Chaitrali Vinod Deshpande WR0458581/08/2006
enrolment applications/examination forms EXA carefully to avoid
last moment problem for themselves as well as for the Institute. 14. Mr. Swarup Kumar Dey WR0443224/08/2006
X. Mode of Payment : Students who intend to pay the
fees by demand draft may please ensure that it should 15. Mr. Vijay Amolakchand Sakala WR0451265/08/2006
be crossed and drawn in favour of The Institute of
Company Secretaries of India, payable at New BY ORDER OF THE COUNCIL
Delhi.
Sd/-
XI. Students Identity Card : All the candidates appearing
in the Company Secretaries Examination are advised (N K JAIN)
to timely complete necessary formalities for obtaining
their identity cards duly countersigned by the issuing SECRETARY & CEO
authority of the Institute as per instructions published in File No.207:Exams:J-2007
the prospectus Career in Company Secretaryship A New Delhi 110 003
Handbook.
Dated the 29th December, 2007

Student Company Secretary 19 January 2008

 Quiz - Prize Winners
STUDENTS QUIZ
PRIZE QUERY
A cheque was issued by a company which bounced. A
complaint under section 138 of the Negotiable Instruments
Act, 1881 was lodged among others against the agent of the
company. The Magistrate took cognizance of the complaint
and issued notice among others to the said agent of the
company. Is the Magistrate right in issuing the summons to
the agent of the company?
CONDITIONS
1. Answer should not exceed one page typed in double space.
The answer sheet should contain the name, registration number
and address of the student.
2. Last date for receipt of answer is 16th February, 2008.
3. Two prizes (a first and a second) in kind will be awarded to the
best answers and the names of the contributors will be published
in the Bulletin.
4. The envelope should be superscribed Students Query,
January 2008 and addressed by name to N.K. Jain, Secretary
& Chief Executive Officer, The Institute of Company
Secretaries of India, ICSI House, 22, Institutional Area, Lodi
Road, New Delhi-110003.
FEBRUARY 2007
QUERY
AB Limited is controlled by two groups headed by C and D.
Differences arose between C and D in management of AB Limited
and this difference landed before the Company Law Board (CLB)
for adjudication. At the intervention of CLB a settlement was
reached between C and D. This settlement was incorporated in
the Order of the CLB. Subsequently the settlement was not
implemented. C applied to CLB for enforcing the implementation
of the settlement while D applied for the recall of the order of
CLB. CLB refused to enforce the settlement. Is CLB right in
refusing to enforce the implementation of its order?
WINNERS
First Prize
Shri S. Krishnan, (Student Regn.No. CRO 325607), Flat No.2, Door
No. 3 Parangusapuram Street, Kodambakkam, Chennai 600 024.
Second Prize
Shri Ramanujam Srinivasan (Regn. No. WRO 386011/11/2004),
18/22, 'A', Manish Nagar, Andheri (West), Mumbai 400 053
ANSWERS
FIRST PRIZE
CLB is wrong in refusing to implement its order.
Discussion on Applicable Legal Provisions and Case Laws.
Section 397 of the Act provides alternative relief (alternative to
wind up the Company to the investors against the wrongful act of
minority provided the conditions prescribed therein are satisfied. The
Company Law Board in a proceedings under section 397 exercises
equitable jurisdiction and take into considerations all aspects relating
to the dispute and grant relief. (CLB in Neelu Kohli v Nikhil Rubber (P)
Limited.)
Student Company Secretary
A member can complain of oppression only in his capacity as
member.
If the matter of dispute is covered under Arbitration agreement, the
judicial body is bound to refer the parties to Arbitration as per section
8 of the Arbitration and Conciliation Act, 1956.
However, once the terms of agreement are incorporated in the
Articles the relationship between the parties will be governed by the
Article as far as petition under section 397/398 is considered. If a
shareholder alleges that there are acts of violations of the provisions
of the articles and that such acts amount either oppression or
mismanagement, then Company Law Board alone, in exercise of wide
power under Section 402 of the Companies Act grant appropriate relief.
(CLB in GRIESHIM GMBH v Goyal MG Gases (Pvt) Limited & Ors )
Any person aggrieved by any decision or order of the CLB may file
under Section 10F an appeal to the High Court within 60 days from
the date of communication of the decision or order of the Company
Law Board to him on any question of law arising out of such order. A
plain reading of the language of section 10F of the Act would show
that an appeal to the High Court can only be against a decision or
order of the CLB on any question of law arising out of such order
(Orissa High Court in Sachikana Routray & Others v Pyarimohan
Routray & Other ). Once it is found that the CLB, in the given
circumstances was within its power to exercise equitable jurisdiction
and it so exercised, it would not be proper to interfere with the said
equitable intervention in an appeal under section 10F of the Act. Caparo
India Ltd (UK) & Ors v. Caparo Maruthi Limited & Others.
Conclusion
In this case the dispute was resolved by the CLB, and the resultant
settlement was reduced in the order of CLB. The facts of this case are
similar to Manish Sharma & Others v. Ram Bahadur Thakur Limited &
Others wherein the CLB refused to enforce its order by rejecting the
application. The Patna High Court also rejected the appeal of the
aggrieved group. The Supreme Court allowed the appeal and remanded
CLB for the following reasons.
The Memorandum of Family agreement and transfer document
were the commendable and determined efforts on the part of the CLB
to bring to an end disputes between the parties in a manner which
would have been in the interest of the respondent one. The settlement
saved lot of unnecessary harassment, expenditure and acrimony of
the parties. The Supreme Court set aside the impugned decisions of
the CLB and High Court. The appeals are allowed and the matter
remanded to the Company Law Board for completing the
implementation of the order of CLB by executing the same.
SECOND PRIZE
No, the Company Law Board (CLB) is not right in refusing to enforce
the implementation of its order.
The facts of this case are similar to that of Manish Mohan Sharma
& Ors V. Ram Bahadur Thakur Ltd & Ors (SC). In this case there were
disputes between two groups viz., MMS group and CBS group of the
company and with the intervention of the CLB a family settlement was
arrived at and the same was reduced in the order of the CLB. However,
the family settlement was not implemented. MMS group approached
the CLB to enforce the order while CBS group sought the recalling of
the same. The CLB refused to enforce its order by rejecting the
application. It was held that the CLB must execute its order. (Student
Company Secretary - May 2006)
The stated case brought out the following points of interest which
are relevant to the case at hand.
20 February 2007
 Quiz - Prize Winners
Sec. 634A - Enforcement of CLB Orders reads, "any order made
by the Company Law Board may be enforced by that Board in the
same manner as if it were a decree made by a Court in a suit pending
therein." The terms of interest here are "any order", "decree" and
"Court".
The words any order used in the opening of the section, indicate
that all orders made by the Company Law Board on an application
under Sections 397 and 398 are enforceable like decrees without any
limit on the nature of the order passed by the Company Law Board.
A "decree" under the Code of Civil Procedure has been defined as,
''the formal expression of an adjudication which, so far as regards the
Court expressing it, exclusively determines the rights of the parties
with regard to all or any of the matters in controversy in the suit and
may be either preliminary or final". Therefore a decree sets out the
rights of the parties to the suit and it may be preliminary or final in
nature.
The Company Law Board when it deals with an application under
Section 634A sits as an Executing Court and therefore it is subject to
all the limitations to which a Court executing a decree is subject. It
may be stated that the Executing Court can interpret the decree and
proceed with its execution as interpreted but cannot refuse to execute
it. All decrees whether preliminary or final are liable to be executed.
In the given case the order of the CLB, which incorporated the
mutual settlement between the two controlling groups of AB Ltd. viz. C
& D, would be in the nature of a decree given by a court, with CLB
being in the position of executing court. It has been held that the effort
of the executing court must be to see that the parties are given the
fruits of the decree or order.
Therefore the action of the CLB in refusing to implement its order
is incorrect. The settlement being part of the order and the order must
be duly enforced and implemented by the CLB.
JULY 2007
QUERY
Shri Suresh a shareholder holding more than 10% of the shares
in a company requisitioned the company to call an extraordinary
general meeting of the company for considering his proposal to
induct his nominee on the Board of Directors of the company. On
the company refusing to comply with his requisition he moved
the Company Law Board for calling the extra-ordinary general
meeting of the company under section 186 of the Companies Act,
1956 on the ground that it was impracticable for him to convene
the extra-ordinary general meeting in the absence of the list of
shareholders of the company. Can the Company Law Board accede
to his request?
WINNERS
First Prize
Ms. Raja Rajeswari S, (Reg. No. SR0300548), 183-B, Palani
Andavar Puram Colony, Sivakasi (East) 626189
Second Prize
Ms. T.S. Anandhi, (Regn.No. SRO257791/02/2003), S-3, Sangath
Apartments, MGR Nagar I Street, Velachery, Chennai 600 042
ANSWERS
FIRST PRIZE
No, the Company law board cannot accede to Shri Suresh's request
to call an extra-ordinary general meeting of the company.
Student Company Secretary
Statutory Provisions: Sec 169(6)(a) of the Companies Act,1956
empowers the requsitionists to call the meeting by themselves, if the
Board of Directors does not or fails to call the extra ordinary general
meeting.
Section 186 empowers any member entitled to vote at the meeting
to make an application to the Company Law Board for calling the
meeting of the company, provided it is impracticable to call an EGM.
Judicial Decisions : The CLB Chennai in the case of B. Mohandas
v. A.K.M.N. Cylinders (P) Ltd [1998]. Comp Cas 532 held that
impracticability of convening meeting by requisitionists under section
169 is a condition precedent to invoke Section 186. So where the
directors failed or refused to call and hold an EGM against a valid
requisition, the requisitionists could themselves call and hold the
meeting. Instead of exercising their right under section 169(7) they
cannot rush to CLB to secure an order for calling and holding EGM.
In a recent decided case of United Shippers Ltd V. Aluminium
lndustries Ltd. [CLB] C.A.No. 84 of 2006, K.K. Balu, Vice Chairman
(Decided on 14.06.2006) wherein the circumstances resembles with
that of the given query, the applicant company being the shareholder
of the company holding more than 10% of the equity share capital
requisitioned an EGM for appointing its nominees in the board. The
company refused calling a meeting. Applicant did not take steps to
obtain the list of shareholders from the company. Applicant moved the
CLB for calling the meeting. The Question before the Board was
whether the applicant satisfied provisions of Section 186 of the Act.
The CLB dismissed the application and reasoned the non-existence
of impracticability for the applicant to convene the extra ordinary general
meeting. The applicant failed to exercise his statutory right under section
163 to collect the list of shareholders from the company. The mere
guess that any resolution which may be passed at the EGM may not
be implemented cannot be a ground to invoke section 186. The
applicant did not take any step to call meeting under section 169(6)
(a) of the Act. Hence the CLB held that the applicant's contention that
it was impracticable to convene an EGM is not appreciable. Thus the
applicant does not satisfy the provision of section 186 and the petition
failed.
Solution : In the given case, Suresh's Contention that it was
impracticable for him to convene the EGM in the absence of the list of
the shareholders of the company was incorrect. Suresh being the
shareholder is entitled under section 163 to collect the list of
shareholders from the company. But he has failed to exercise such
right. Hence there arises no impracticability in convening the extra
ordinary general meeting. Thus applying the CLB's decision in United
Shippers Ltd. case the CLB cannot accede to Suresh's request to call
an EGM and the petition must fail.
SECOND PRIZE
Shri Suresh must have taken all steps to call a meeting, under the
provisions of section 169(6) of the Act. Shri Suresh has a statutory
right to obtain a list of shareholders of the company and must have
taken steps to exercise such right to collect the list of shareholders
from the company. If Shri Suresh had not taken any measure to obtain
a list of shareholders from the company and call for a meeting then he
would not succeed in his endeavor of moving the Company Law Board.
There was a similar case before the Company Law Board. In United
Shippers Ltd. V Aluminium Industries Ltd. (CLB) C.A. No. 84 of 2006
the company was a shareholder of the respondent company holding
more than 10 per cent of the equity share capital. The company
requisitioned an extra ordinary general meeting for appointing its
nominees in the board. The company refused to hold the meeting
stating that pursuant to BIFR's scheme of rehabilitation the
21 January 2008
 Quiz - Prize Winners
management has been taken over. The company then moved the CLB
for convening an extra ordinary general meeting of the company. The
CLB came to the conclusion that there was no impracticability for the
applicant to convene the extra ordinary general meeting.
The company could make an application under section 186,
provided it was 'impracticable' to call an extra ordinary general meeting.
According to the applicant, it was impracticable to convene an extra
ordinary general meeting for want of a list of the shareholders of the
company and other documents of the company. There was, however,
no material to indicate that the applicant called upon the company to
furnish the particulars of shareholders or any other record before
pursuing its relief before CLB. The right of the applicant to obtain a list
of shareholders of the company was statutorily recognized. The
applicant did not exercise such right to collect the same from the
company. The mere surmise that any resolution which may be passed
at an extra ordinary general meeting may not be implemented cannot
be a ground to invoke the provisions of section 186. Even though the
Board of Directors of the company did not call a meeting, there was
nothing to show that the applicant, who was entitled to requisition such
a meeting, initiated any action to call a meeting, under the provisions
of section 169(6) of the Act. As such petition was set aside.
It can, therefore, be concluded that in the given case also the
Company Law Board would not accede to the request of Shri Suresh.
August 2007
QUERY
A company which has its registered and corporate office in
one State has a grievance against the Government of another
State. For getting this grievance redressed can this company file
a writ petition in the High Court having jurisdiction over the place
where its registered office is situate?
WINNERS
First Prize
Ms. Kavitha Devi, (Regn. No. SRO301891/07/2004) H.No. 6-3-
1247/325, Raj Nagar, Opp.Raj Bhavan, Khairtabad, Hyderabad
500 082
Second Prize
Ms. T.S. Anandhi, (Regn.No. SRO 257791/02/2003), S-3, Sangath
Apartments, MGR Nagar I Street, Velachery, Chennai 600 042
ANSWERS
FIRST PRIZE
It would be appropriate to know the meaning of a writ and jurisdiction
of writ before going into the facts of the case.
A writ is a formal written order issued by a Court. It is issued by the
High Court as extraordinary remedy in cases where there was either
no remedy available under the ordinary law or the remedy available
was inadequate.
Every High Court has the power to issue directions or orders or
writs for the enforcement of Fundamental Rights stipulated in Part III
of the Constitution or for any other purpose. The Constitutional remedy
of writ is available to anyone whose fundamental rights are infringed
by State action. This power is exercisable by each High Court
throughout the territory in relation to which it exercises jurisdiction.
A High Court can under Article 226, issue a writ against any person,
Government or other Authority only if such person or Authority is
physically resident or located within the territorial jurisdiction of the
particular High Court or if the cause of action arises within such
Student Company Secretary
jurisdiction. The jurisdiction of the High Court also extends to the
enforcement of rights other than Fundamental Rights provided there
is a Public duty.
The facts and circumstances of the given query resembles the
facts and situation of the case of Alchemist Ltd. & ANR v. State Bank
of Sikkim [(2007) 136 Comp Cas 665 (SC)] as reported in Student
Company Secretary, May 2007.
Brief facts of the case : The appellant company had its registered
office and corporate office at Chandigarh. The State of Sikkim being
desirous of disinvesting 49% of its Equity Capital in the State Bank of
Sikkim issued an advertisement and invited offers for strategic
partnership. The appellant company submitted its formal proposal for
the strategic business partnership and deposited Rs. 4.50 Crores with
the State Bank of India on being asked to do so by State Bank of
Sikkim. There upon, the Bank informed the appellant Company that
its proposal was accepted in Principle subject to approval of the
Government of Sikkim. But the proposal was not approved by the
Government of Sikkim.
The appellant Company filed a writ petition before the Punjab and
Haryana High Court under Article 226 of the Constitution. The High
Court dismissed the writ petition on the ground that it did not have
territorial jurisdiction to entertain the writ petition. The appellant
Company challenged the High Court judgement before the Supreme
Court.
Decision: Appeal dismissed.
Reasons: A writ petition can be instituted only in a High Court
within the territorial jurisdiction of which, "cause of action" in whole or
in part arises. Cause of action forms the foundation of the suit. It is a
bundle of essential facts necessary for the plaintiff to prove before he
can succeed. In determining whether the facts given by applicant would
constitute a part of cause of action, one has to consider whether such
fact constitutes a material, essential or integral part of the cause of
action. The facts pleaded by the appellant Company could not be said
to be material, essential or integral part of the cause of action. Even if
a small fraction of cause of action arises within the jurisdiction of the
High Court, the Court would have territorial jurisdiction to entertain the
suit. Therefore, the High Court was wholly justified in dismissing the
petition on the ground of want of territorial jurisdiction.
Conclusion: Based on the above case, we can conclude that a
High Court having jurisdiction over the place where the Company's
registered office and Corporate office is situated does not have territorial
jurisdiction to entertain a petition against the Government of another
State.
SECOND PRIZE
No. The company cannot file a writ petition in the High Court having
jurisdiction over the place where its registered office is situate. A writ
petition can be instituted only in a High Court within the territorial
jurisdiction of which cause of action in whole or in part arises. There
was a similar case of Alchemist Ltd. & ANR v State Bank of Sikkim
(2007) 136 Comp Cas 665 (SC) wherein the appellant company had
its registered and corporate office at Chandigarh. The State of Sikkim
wanted to divest 49 per cent of its equity capital in the State Bank of
Sikkim. The appellant company submitted its formal proposal for the
strategic business partnership. Negotiations took place between the
appellant company and the bank. The bank asked the appellant
company to deposit a sum of Rs 4.50 crore with the State Bank of
India in a fixed deposit to show its bonafides. The appellant deposited
the said amount with the State Bank of India, Chandigarh and
photocopies of the receipt were handed over to the executives of the
first respondent bank at Chandigarh. Through a letter the bank informed
22 February 2007
 Quiz - Prize Winners
the appellant company that its proposal was accepted in principle
subject to the consideration and approval of the Government of Sikkim.
After a few days the appellant company received a communication at
Chandigarh by which the bank informed the appellant company that
the Government of Sikkim had not approved the proposal submitted
by the appellant company. The appellant company filed a writ petition
before the Punjab and Haryana High Court under article 226 of the
Constitution. The High Court dismissed the writ petition. The appellant
company challenged the High Court judgment before the Supreme
Court. Dismissing the appeal the Court observed that the legislative
history of the constitutional provisions make it clear that after 1963,
cause of action is relevant and germane and a writ petition can be
instituted only in a High Court within the territorial jurisdiction of which
cause of action in whole or in part arises. The expression "cause of
action" may be described as a bundle of essential facts necessary for
the plaintiff to prove before he can succeed. Cause of action thus
gives occasion for and forms the foundation of the suit. One has to
consider whether such fact constitutes a material, essential, or integral
part of the cause of action. If it is not, it does not form a part of cause
of action. In determining the question, the substance of the matter
and not the form thereof has to be considered. Even if a small fraction
of the cause of action arises within the jurisdiction of the court, the
court would have territorial jurisdiction to entertain the suit. Nevertheless
it must be a "part of cause of action", nothing less than that.
The facts pleaded by the appellant company could not be said to
be essential, integral or material facts so as to constitute a part of
"cause of action" within the meaning of article 226(2) of the Constitution.
The High Court was wholly justified in upholding the preliminary
objection raised by respondents and in dismissing the petition on the
ground of want of territorial jurisdiction.
September 2007
QUERY
XYZ Limited desires to induct A on its Board. Apart from
satisfying the requirements set out in Section 274 of the
Companies Act, 1956, which other requirement A should satisfy
before he is inducted into the Board of XYZ Limited and how to
secure the satisfaction?
WINNERS
First Prize
Shri Vineet Malhotra, (NRO442001/02/2005), 294, Sector 12,
H.B.C Sonipat, Haryana 131 001
Second Prize
Ms. Raja Rajeswari S, (Reg. No. SRO300548), 183-B, Palani
Andavar Puram Colony, Sivakasi (East) 626189
ANSWERS
FIRST PRIZE
As per section 2(6) of the Companies Act, 1956 board in relation to
a company means board of directors of the company. XYZ being a
Ltd. company desires to induct 'A' on its board & for this 'A' has to
satisfy following requirements apart from section 274 of the Act.
1. as per section 275 of the Act no person can hold the office of
a director in more than 15 companies and section 277 says
if a person already holds the office of a director in 15
companies & he further offers directorship then such
appointment shall not take effect unless such person has
with in 15 days vacated his office as a director in any company
in which he is already a director & shall become void after
Student Company Secretary
the expiry of 15 days if he fails to vacate his office as director
in any of the company as aforesaid before the expiry. However
section 278 provides the exclusion of certain directorship for
the purpose of sections 275 and 277.
2. section 202 of Act prohibits any undischarged insolvent to
manage the company and section 203 says where a person
convicted in any offence in connection with promotion or
management of company or in course of winding up
punishable under section 542 the court may make order that
such person 'Without leave of court can't be the director of
company'.
3. Section 255 contains the most important provision that to be
a director (who is not retiring by rotation) a person is required
to propose himself or propose any other for the post of director
by giving not less than 14 days notice before meeting with a
deposit of Rs. 500 which is refundable if he is chosen as a
director.
4. if articles of a company provides that the director of the
company is required to take qualification shares within 2
months of his appointment for the value not exceeding Rs.
5000 (section 270).
5. Section 305 puts duty on every new Director of Company to
make all disclousre about the particulars relating to office in
other body corporates with in 20 days.
So, apart from section 274 'A' is required to follow all above sections
of the Act if he is wanted to be inducted in the board of a XYZ Ltd. and
secure satisfaction. He is also required to give his consent to company
to act as a director if he is appointed and to registrar with in 30 days of
his appointment.
More over if he is appointed as a whole time or managing director
provision of section 269, 316 & schedule xiii will be applicable.
SECOND PRIZE
Where the director is appointed as an additional director by the
Board of Directors, the following requirements as per the Companies
Act, 1956 shall be fulfilled :
I) It should be ensured that the Articles authorize the
appointment of additional directors.
2) The appointment may be made at the Board meeting or
passing a resolution by circulation.
3) The appointment should be notified to the Registrar Under
Section 303 (2) of the Companies Act, 1956.
4) Section 275 of the Companies (Amendment) Act, 2000 states
that a person cannot hold office at the same time as a director
in more than 15 companies.
5) Where share qualification is fixed by the Articles of a
company, Section 270 provides that each director must take
his qualification shares within 2 months after his appointment.
Where the director is appointed in the general meeting as a director
other than a retiring director as per section 257, the following
requirements as per the Companies Act, 1956 shall be fulfilled:
1) The candidate must signify his intention to stand for
directorship by giving a 14 days notice to the company before
the general meeting.
2) The company must in turn inform the members not later than
7 days before the general meeting either by individual notices
or by advertisement to this effect in atleast two newspapers
23 January 2008
 Quiz - Prize Winners
circulating in the place where its registered office is located,
of which one must be in English and the other in the regional
language of the place.
3) A candidate has to deposit a sum of Rs. 500 which shall be
refunded to such person if he succeeds, else it shall stand
forfeited by the company.
4) Section 264 requires that every person proposed as a
candidate for the office of director must sign and file with the
company his consent to act as director.
5) Section 264(2) requires that person appointed as a director
to sign and file with the Registrar of Companies his consent
in writing to act as such director within 30 days of his
appointment.
6) Section 275 of the Companies (Amendment) Act, 2000 states
that a person cannot hold office at the same time as a director
in more than 15 companies.
7) Where share qualification is fixed by the articles of a
company, Section 270 provides that each director must take
his qualification shares within 2 months after his
appointment.
Conclusion:
Hence in the given case apart from satisfying the requirements set
out in section 276 of the Companies Act, 1956, the candidate A should
fulfill the above requirements as per the situation to secure the
satisfaction.
October 2007
QUERY
A recognized Trade Union elected its office bearers not in
accordance with the Rules in this regard of the Trade Union. Can
these office bearers be recognized as protected workmen?
WINNERS
First Prize
Ms.Raja Rajeswari S. (SRO300548), 183-8, Palani Andavar
Puram Colony, Sivakasi (East) 626189.
Second Prize
Shri Anuj Kumar Agarwal (NRO421655), C/o Soni Coal Depot,
New Alok Colony, Hapur 245101 (Ghaziabad).
ANSWERS
FIRST PRIZE
The facts in the given query are similar to Voltas Ltd vs. Voltas
Employees Union & ANR [(136) (2007) DLT 450], Shiv Narayan
Dhingra, J. [Decided on 12.01.2007].
Brief Facts: The above case came under the Industrial Disputes
Act, 1947 read with Trade Unions Act,1926. The office bearers of the
trade union were elected not in accordance with the rules of the
union. Name of four such persons were sent to the employer by the
union. Such persons were already under suspension and were facing
departmental inquiry. The employer sought to know as to how they
were elected as office bearers. The employer was not provided the
information by the respondent even when demanded. In fact, such
information should have been provided along with the application.
The Assistant Labour Commissioner has held that the employer had
Student Company Secretary
no right to seek this information. The petitioner approached the High
Court under a writ.
Decision: Petition Allowed.
Reason: Persons who have been appointed as office bearers of
the union in accordance with the rules of the union, have right to be
declared as protected workmen. There is no presumption that once
the names of the office bearers are sent for being declared protected
workmen, the persons have been rightfully appointed as office bearers.
A self appointed Executive Committee of a union that is not in
accordance with the rules of the trade union cannot claim protection
as protected workmen under section 33(4) of the Industrial Disputes
Act, 1947. The High Court held that the order of the ALC is contrary to
law and express provisions of the Act. The order of the ALC is set
aside and the writ petition is allowed.
Conclusion: In the instant case, a recognized Trade Union elected
its office bearers not in accordance with the rules of the trade union.
Hence in the light of the above decision, these office bearers cannot
be recognized as protected workmen.
SECOND PRIZE
Section 33 of Industrial Dispute Act deals with the protection of
workmen during the pendency of a proceeding in respect of any dispute.
A limited number of representative of workmen which is 1% are given
such protection under section 33(4) of Industrial Dispute Act i.e.
Protected workmen are officers of a registered trade union connected
with the establishment and who is regarded protected workmen
according to Industrial Dispute (Central) Rules, 1957. In case of
protected workmen order of discharge, dismissal, or punishment can't
be passed by employer without the permission of authority before whom
proceedings are pending.
In the given problem question arose that where office bearers are
appointed not according to rules of trade union then whether they are
treated as protected workmen or not?
The present problem can be replied referring the case of "VOLTAS
LTD. v. VOLTAS EMPLOYEES UNION & ANR" (decided on
12.01.2007) reported in Chartered Secretary Feb. 2007.
Brief facts: In the above case four persons whose names were
sent by the union were already under departmental enquiry. Employer,
by written application, asked for procedure that how they were named
as office bearers. Such information was not provided to employer by
trade union. Assistant Labour Commissioner held that employer has
no right to seek such information because office bearers are protected
workmen. Employer approached the High Court and filed the writ
petition.
Decision: High Court allowed the petition?.
Reason: High Court was of the view that Assistant Labour
Commissioner did not appreciate that only those office bearers have
a right to be protected workmen who are appointed according to rules
of trade union. Thus the order of Assistant Labour Commissioner was
contrary to law and self appointed committee of a union which is not
according to rules of trade union can not be recognized as protected
workmen.
Conclusion: On the basis of the above provisions and case law it
may be concluded that office bearers of a recognized trade union who
are appointed not accordance with the rules can not be treated as
protected workmen.
24 February 2007
 Guidelines for Switch Over to New Syllabus
GUIDELINES FOR SWITCH OVER TO NEW SYLLABUS TABLE OF CORRESPONDING EXEMPTIONS (PAPERWISE)
The Council in exercise of the powers vested under clause (a) of Paper passed/exempted under Exemption from paper(s)
Sub-section (2) of section 15 of the Company Secretaries Act, 1980 the old Syllabus under the New Syllabus
as amended by the Company Secretaries (Amendment) Act, 2006-
Foundation Course CS Foundation Programme
has approved the New Syllabus and decided as under :-
1. English & Business English & Business Communi-
1. The last Foundation Course examination under the existing syl-
Communication cation
labus as specified in Part-I of Schedule CCB shall be held in
June, 2009 and the syllabus specified in the said Part I of Sched- 2. Basic Economics & Business Economics & Statistics
ule CCB shall crease to operate after the said examination. Environment
2. The last Intermediate Examination under the existing syllabus as 3. Financial Accounting Financial Accounting
specified in Part II of Schedule CCB shall be held in December, 4. Elements of Business Elements of Business Laws &
2009 and the syllabus specified in the said Part II of Schedule Laws and Management Management
CCB shall cease to operate after the said examination.
3. The last Final Examination under the existing syllabus as speci- Intermediate Course CS Executive Programme
fied in Part III of Schedule CCB shall be held in December 2010 Group-I Module-I
and the syllabus specified in the said Part III of Schedule CCB
5. General and Commercial General and Commercial Laws
shall cease to operate after the said examination.
Laws
4. All students who are not able to complete the Foundation/Inter-
6. Company Accounts & Cost & Company Accounts, Cost &
mediate/Final Examination under the existing syllabus as speci-
Mgt. Accounting Mgt. Accounting
fied in Part-I, Part- II and Part-III of Schedule CCB shall compul-
sorily be required to appear under the New Syllabus effective 7. Tax Laws Tax Laws
from December 2009, June 2010 and June 2011 sessions of CS 8. Management Information Sys NIL
Examination(s) respectively. & Corporate Commn.
5. Subjects under the New Syllabus are :- Group-II Module-II
CS FOUNDATION PROGRAMME 9. Company Law Company Law
1. English & Business Communication 10. Company Secretarial Practice Company Law
2. Economics and Statistics 11. Economic, Labour and Economic and Labour Laws
3. Financial Accounting Industrial Laws

4. Elements of Business Laws and Management. 12. Securities Laws and Regula- Securities Laws and Compli-
tion of Financial Markets ances
CS EXECUTIVE PROGRAMME Final Course CS Professional Programme
Module-I Group-I Module-I
1. General and Commercial Laws 13. Advanced Company Law Company Secretarial Practice
2. Company Accounts, Cost and Management Accounting & Practice
3. Tax Laws 14. Secretarial Practice Relating Drafting, Appearances and
to Economic Laws & Drafting Pleadings
Module-II
& Conveyancing
4. Company Law
15. Secretarial Management & Due Diligence & Corporate
5. Economic and Labour Laws Systems Audit Compliance Mgt. (Module-IV)
6. Securities Laws and Compliances Group-II Module-II
CS PROFESSIONAL PROGRAMME 16. Financial, Treasury & Forex Financial, Treasury & Forex
Management Management
Module-I
17. Corporate Restructuring Corporate Restructuring &
1. Company Secretarial Practice
Law and Practice Insolvency
2. Drafting, Appearances and Pleadings
18. Banking & Insurance Law and Governance, Business Ethics &
Module-II Practice Sustanability (Module-IV)
3. Financial, Treasury and Forex Management Group-III Module-III
4. Corporate Restructuring and Insolvency 19 World Trade Organisation, Strategic Management, Alli-
Module-III International Trade, Joint Ventures ances and International Trade
and Foreign Collaboration
5. Strategic Management, Alliances and International Trade
20 Direct and Indirect Taxation Advanced Tax Laws and
6. Advanced Tax Laws and Practice Law and Practice Practice
Module-IV 21 Human Resources Manage- Governance, Business Ethics
7. Due Diligence and Corporate Compliance Management ment and Industrial Relations and Sustainability (Module-IV)
8. Governance, Business Ethics and Sustainability 7. Students switching over to the News Syllabus shall be eligible to
Student Company Secretary 25 January 2008
 seek exemption in the corresponding subject(s) of the New Sylla-
bus on the basis of having passed/secured exemption in any in-
dividual subject/group under the Old Syllabus as per table of cor-
responding exemptions noted above.
8. Similarly, students who have partially completed coaching, shall
be exempted on their switechover from undergoing coaching in
the corresponding subject(s) of the New Syllabus on the basis of
their having completed coaching in the individual subject(s)
group(s) under the Old Syllabus as per the table of correspond-
ing exemptions given in para-5 above. They shall be required to
undergo and complete coaching in the remaining subjects in
order to become eligible to appear in a particular group under the
New Syllabus. Credit for the response sheets already submitted
under the Old Syllabus for any subject shall be available where
there is a corresponding subject under the New Syllabus. Such
students are required to submit response sheets for the remain-
ing subjects under the New Syllabus.
9. Consequent upon compulsory switchover to the New Syllabus,
study material shall not be supplied free of cost. However, mak-
ing the payment towards its cost @ Rs. 120/- per subject can
purchase study material under the New Syllabus.
10. Please note that once a candidate has been switched over to the
New Syllabus, he/she shall not be allowed to revert to the Old
Syllabus under any circumstances.
Note : In case interested to switch over to the New Syllabus
for CS Foundation Programme, you are advised to opt for the
same on Declaration of the results for June' 08 of CS
Examination vis-a-vis while seeking the enrolment to appear
in December '08 Session onwards of CS Foundation
Programme Examination.
Note : In case interested to switch over to the New Syllabus
for CS Executive Programme, you are advised to opt for the
same on Declaration of the results for June '08 of CS
Examination vis-a-vis while seeking the enrolment to appear
in December '08 Session onwards of CS Executive Programme
Examination.
And
Similarly if interested to switch over to the New Syllabus for
CS Professional Programme, you are advised to opt for the
same on Declaration of the results for December '08 of CS
Examination vis-a-vis while seeking the enrolment to appear
in June '2009 Session onwards of Professional Programme
Examination.
CLARIFICATION REGARDING HINDI MEDIUM
Queries are often being received by the Institute with regard to the
option of medium for pursuing the Company Secretaryship Course.
It is clarified that the students may opt for pursuing the course
in English/Hindi medium. However, the study material at present is
available in English medium only. In any case, the students can
enjoy the facility of submitting their response sheets to the test
papers under the Postal Tuition Scheme in English or Hindi medium.
Similarly, they can opt to write the Institutes main examination in
English or Hindi Medium.
As regards writing of examination, the option is to be exercised
while filling up the examination form as and when the students intend
to appear in the examination. This option is to be exercised on group
wise basis and not on individual paperwise basis. Answering to test
papers and writing examination partly in English and partly in Hindi
medium is not permissible.
Student Company Secretary
ATTENTION-STUDENTS
INTERMEDIATE COURSE
INTERMEDIATE
TAX LAWS-2007 SERIES (STUDY MATERIAL)
Some inadvertent errors have crept in the printed copy of the study
material. Students may update their study material as per the errata
given below:
ERRATA
1. ON PAGE iii. LAST PARA-FIRST LINE : Read , ".... Assessment
Year for June 2008 and December 2008.." instead of "... Assess-
ment year for June 2008 and December 2009."
2. In Test Paper 1/2007(Optional), Page: 761Question No. 3: For
Marks: read as 4 marks each instead of 5 marks each, Read
in Q 1(d), 'services' instead of 'receives'.
3. In Test Paper 2/2007(Optional), Page: 764 Question No.
2:For Marks: read as 16 marks instead of 20 marks
4. In Test Paper 3/2007(Compulsory), Page 765, add the following
sentence after Part A (Attempt ANY FOUR questions from this
part including Q.1 which is Compulsory). In page 766,add the
following sentence ,after Part B : (Answer any TWO questions
from this part).
In page 766 For Marks
Read marks for Q. 6(a): 5 Marks, Q. 6(b): 5 Marks, Q. 6(c): 5
Marks, Q. 6(d): 5 Marks, Q 6(b), after 'Law', enter 'under Central
Excise Act, 1944'.
Read marks for Q. 7(a): 6 Marks, Q. 7(b): 7 Marks, Q. 7(c): 7
Marks,
Read marks for Q. 8 (a) : 7 Marks, Q. 8 (b): 6 Marks, Q. 8 (c): 7
Marks,
In Test Paper 4/2007(Compulsory), page 769, add the following
sentence, after Part B (Answer any TWO questions from this
part).
Page 769 for Marks
Read marks for Q. 6(a) :7 Marks, 6(b): 6 Marks, 6(c): 7 Marks,
Read marks for Q. 7(a) :7 Marks, 7(b): 7 Marks, 7(c): 6 Marks,
Read marks for Q. 8(a) :7 Marks, 8(b): 7 Marks, 8(c): 6 Marks,
In Test Paper 5/2007(Compulsory), page 771, add the following
sentence after Part B: (Answer any TWO questions from this
part)
Page 771 for Marks
Read marks for Q. 6(a) :7 Marks, 6(b): 7 Marks, 6(c): 6 Marks,
Read marks for Q. 7(a) :7 Marks, 7(b): 7 Marks, 7(c): 6 Marks,
Read marks for Q. 8(a) :7 Marks, 8(b): 6 marks, 8(c): 7 Marks,
At the end of Page 771 after Q.No.7(a) insert the following:
Q7(b): Explain Assessable value for job work under Central Excise
Law. (7 Marks)
Q7(c): Write short note on Cenvat Credit Rules, 2004. (6 Marks)
Q8(a): Who is liable to pay Excise Duty? Explain briefly the payment
procedures of such duties.(7marks)
Q8(b): What is the procedure for referring a case to the High Court
from CESTAT?(6 Marks)
Q8(c): Explain the reasons for prohibiting imports/exports of Goods
under Section 11 of the Customs Act, 1962. (7 Marks)
Page No. 763, Q 1, Col-2, read '1986-87' instead of '1986-89'.
26 February 2007
 News and Announcements
NEWS AND ANNOUNCEMENTS
Programme on CS on Doordarshan News
On 20.11.2007 at 10.00 P.M. a 30 minutes programme on Career
as a Company Secretary was telecast on DD News (Doordarshan
News) during the career show ``Mehnat Rang Laygee. The programme
was coordinated by Dr. Amita Ahuja, Senior Director (Public Relations
and Corporate Communication).
24 Hours CS Helpline
On 26.11.2007 the ``24 Hours CS Helpline for students was
launched on the occasion of ICSI Corporate Governance Awards
function at Kolkata. A multicoloured Poster on the Helpline was also
released for the information of the students.
EASTERN INDIA REGIONAL COUNCIL
Twenty Second Training Orientation Programme
Inaugural Session: From 26.10.2007 to 2.11.2007 the Eastern
India Regional Council of the Institute organized the 22nd Training
Orientation Programme at Kolkata. On 26.11.2007 during the inaugural
session Amit Kr Sen, Former Council Member and Managing Director,
East India Pharmaceutical Works Ltd was the Chief Guest. Anjan Roy,
Chairman, TEFC, in his welcome address highlighted the utility of
Training Orientation programme and advised the students to follow all
the sessions carefully which would groom them to become a perfect
Company Secretary in future. He also mentioned that such training
will not only enrich knowledge & skills, but also help the participants to
discharge their duties effectively as a Company Secretary in the
organization.
Subrata Kr Roy, Chairman, EIRC, in his address advised the
participants to undergo TOP seriously. He also motivated the students
to be professionals which would later help each of them to achieve
their goals.
Mukesh Chaturvedi, Secretary, EIRC, in his speech showered upon
the students the words of motivation. He shared his viewpoint of the
need of TOP and advised the participants to show respect and regards
to each and every person in the organization. He also asked the
participants to read English Newspaper daily to increase their
communication skill.
Amit Kr Sen, in his Inaugural address mentioned the importance
of five days Training Orientation Programme and also about the 15
months Management Training which would perfectly transform student
Company Secretary to a Professional Company Secretary. He stated
that during earlier days when they were students there was no TOP,
which began very recently as the Institute understood the need of
grooming the students to be professionals.
On 2.11.2007 at the valedictory session of the TOP the programme
started with a small cultural event by the student participants and
everybody enjoyed it. Afterwards Anjan Roy, in his address appreciated
the programme performed by the participants and thanked all the
participants who made it successful. He advised the participants to
actively participate in all the programmes being organized by the
Regional Council from time to time. He also expressed his best wishes
to each and every participant for their future career as a successful
Company Secretary.
Mukesh Chaturvedi, in his address also appreciated the cultural
programme performed by the participants and conveyed his best wishes
to all the students to achieve success. He ended his address with a
poem of giving the essence of success.
Mahesh Shah, Past President of the Institute and Chief Guest of
the programme advised the participants to be an ideal professional,
with a professional thinking, kind heart and to be a modest person.
Training completion certificates were handed over to all the participant
by Mahesh Shah. He also expressed his best wishes for successful
Student Company Secretary
professional career of each participant. The programme ended with
the rendition of the National Anthem .
BHUBANESWAR CHAPTER
Career Awareness Programme
The Bhubaneswar Chapter organized a series of Career Awareness
Programmes from 7.11.2007 to 18.12.2007 in Bhubaneswar and other
places of Orissa covering 4 Districts i.e Khurda, Keonjhar, Dhenkanal
& Bhadrak.
On 7.11.2007, the Chapter organized a career awareness
programme at Ekamra College, on 19.11.2007 at P.G. Department of
Commerce, Utkal University, on 22.11.2007 at Satyasai Womens
College, Bhubaneswar. On 26.11.2007 at Keonjhar Law College and
D.D. Autonomous College, Keonjhar
The Chapter also organized career awareness programmes on
11.12.2007 at Kamakshya Nagar College, OPS Mahavidyalaya, Hindol
Road, District, Dhenkanal and Gurudijhatia College, Dist: Cuttack.
On 18.12.2007 the programme was organised at Bhadrak Womens
College, Bhadrak Autonomous College, Central Hostel of Bhadrak
Autonomous College, West Hostel of Bhadrak Autonomous College
and at Charampa College, District Bhadrak.
Programme at Bhubaneswar was addressed by D.Saha, Vice
Chairman, B.K. Sahu, Secretary, S.S. Mishra & S.K. Sahoo, Managing
Committee Members and R.K. Purohit, Sr. Manager Legal &
Regulatory, Vodafone, Bhubaneswar. Programmes at Keonjhar were
addressed by S.S. Mishra, Managing Committee Member.
Programmes at Dhenkanal & Cuttack District were addressed by S.K.
Sahoo & S.S. Mishra, Managing Committee Members and
Programmes at Bhadrak District were addressed by S.K. Sahoo,
Managing Committee Member.
Apart from organizing career awareness programmes in all the
above colleges/universities, meeting with the Principals, HODs, Sr.
Faculty of Commerce Department & other departments were also
organized during the programmes. The meetings were conducted
mainly to apprise about the CS course and the demand supply gap of
the Company Secretaries and their pay package now a days. During
the programme the Chapter representatives also had faculty meeting
with Womens College, Keonjhar and also visited Old Town College,
Keonjhar.
The Chapter was represented by U.C. Mishra, Office-in-Charge in
all the aforesaid activities. CS poster, brochures and other informative
materials were also displayed in the notice board of all the colleges/
universities where the programmes were conducted. Brochures were
also displayed amongst the faculties and principals and also distributed
amongst the participant students. Career Kits received from the
Institutes HQ were also presented to the Principals of the aforesaid
Colleges/Universities. During the programme, the Chapter also
received some requests for the faculties for appointment of counselors
in their colleges/institutions which were forwarded to the Institute for
necessary steps. A 15 minutes CD on CS course was also displayed
through LCD projector in some of the colleges during the programme.
ICSI Banners were also displayed in all the programmes.
Participation in Career Fair-Cum-Career Exhibition
The Chapter participated in Career Fair-cum-Career Exhibitions in
three occasions on 3.11.2007 at D.A.V. Public School-I, Bhubaneswar,
from 1.12.2007 to 12.12.2007 at Exhibition Ground, Bhubaneswar and
on 18.12.2007 at Kendriya Vidyalaya-I, Bhubaneswar.
At D.A.V School on 3.11.2007, the Chapter opened it display counter
wherein Sr. Secondary students, faculties and dignified guests visited
the CS counter. Visiting faculties and dignitaries were apprised about
the CS course, Foundation Programme for the 10+2 students, its
prospects and role of CS in service and practice sector. S.K. Sahoo,
Member of the Managing Committee apprised the visiting students
and faculties about the course. ICSI Banner, Poster, brochures and
Flex Banner on Role of Company Secretary and Employment Prospects
were displayed during the programme.
27 January 2008
 News and Announcements
The Chapter also participated in 12-days Book Fair in Exhibition
Ground, Bhubaneswar from 1.12.2007 to 12.12.2007. The fair was
inaugurated by Nabin Patnaik, Honble Chief Minister, Orissa. Various
banners like, Career As a Company Secretary, Role of Company
Secretary, Employment Prospects, Posters, 8 months CS Foundation
Programme, Journals, study materials and Institute publications were
displayed at the ICSI stall during the programme. School/College
students and their parents visited the stall in large numbers. During
the 12 days fair, TV personnel, faculties of various schools/colleges
enquired about the course, its fee structure, examination and
employment and other facilities. Publishers from Bhubaneswar,
Cuttack, Kolkata & New Delhi also participated in the fair. S.S. Mishra,
Member of the Managing Committee explained various queries of the
students and visitors to the stall about the course
On 18.12.2007 at Kendriya Vidyalaya No.1, Bhubaneswar an
exhibition-cum-career fair was organized at its School premises wherein
at the ICSI stall ICSI banners, posters etc.were displayed. Invited
guests of the School, Principal, Faculty of various disciplines, Sr.
Secondary students from the Kendriya Vidyalaya visited the ICSI stall
and enquired about the course. They were informed about the CS
course, its Foundation Programme for the 10+2 students, future
prospectus of Cs profession and course curriculum, examination
pattern etc. They were also provided with FC CS brochures and other
relevant materials about the course during their visit to the stall. The
ICSI stall was well managed by H.C. Prusti, Faculty of Kendriya
Vidyalaya.1, Bhubaneswar.
U.C. Mishra, in-charge of the Chapter office co-ordinated all the
above career fairs-cum-career exhibitions.
NORTH EASTERN CHAPTER
Participation in National Education Conclave 2007
On 27 and 28.11.2007 the North Eastern Chapter of EIRC of the
ICSI participated in the National Education Conclave 2007 organised
by Eduexcel India at South Point School Campus, Guwahati.
The ICSI stall was open on both the aforementioned days. The
presentation was made by Chiranjeeb Sarma Roy, Chapter Supervisor,
NE Chapter & Hemanta Das, Chapter Office Assistant, NE Chapter.
There was overwhelming response from the participants at the ICSI
stall and a Certificate of Participation was also presented by the
Principal, South Point School, Guwahati.
NORTHERN INDIA REGIONAL COUNCIL
Career Awareness Programmes
The NIRC of the ICSI organised a number of Career Awareness
Programmes as per details given below :
On 4.12.2007 the Career Awareness Programme was held at Jivan
Jyoti Public School ,Sector-4, Gurgaon; and at Meenakshi Public
School, Sector 10A, Gurgaon; on 6.12.2007 at Ramjas Boys School,
Daryaganj, New Delhi; on 7.12.2007 at Kendriya vidyalaya, Janakpuri,
New Delhi; on 9.12.2007 at Mata Sundari College, Mata Sundari Lane,
New Delhi and on 12.12.2007 the Career Wareness Programme was
held at Bhagini Nivedita College, Village Kair, Najafgarh, New Delhi.
The programmes were addressed by one or the other of the
following jointly and severally. Ranjeet Pandey, Regional Council
member, NIRC, J.K. Bareja, FCS, Suresh Chand Joshi, ACS, Richa
Kalra, ACS, K.K. Narula, Administrative Officer, NIRO, Geetanjali Singh
Rathore, Desk Officer, NIRO and Sanjay Mutreja.
During the career awareness programmes in the above institutions
the students were apprised about the mode of registration in the course,
syllabus, structure of the course and also the avenues available after
completion of the Company Secretaryship Course both in employment
as well as in practice. Pamphlets explaining career in Company
Secretaryship Course were distributed to the students. Around 1000
Student Company Secretary
students taken together l attended these Career Awareness
Programmes.
Valedictory Session of 23 rd Academic Development
Programme
On 15.12.2007 the Valedictory Session of 23rd ADP was sent at
New Delhi.
A.K. Srivastava, Executive Officer, NIRC while speaking on the
occasion appreciated the students for organizing programs like
``Pehchaan etc. He encouraged the students from other regions to
organise such programs so that they need not travel so far. He also
requested students to make the New Year party a splendid success
by attending it in large number.
S. Koley, Secretary, NIRC of the ICSI while addressing the students
on the occasion said that these Academic Development programs
play an important role in brushing up the knowledge of the students
hence such programs should not be considered as a sheer formality
by the students. He illustrated that students should focus on planning
and Management of their careers. He added that if one can not plan
out his or her needs, then it becomes really difficult to achieve the
goals. He also said that absence of planning is directly linked with the
absence of setting ones objectives. He also mentioned that one should
not let their emotions create impediment in their careers. Lastly he
made it clear that to err is human tendency but one must try to escape
this tendency as it may lead to his deficiency in work.
Valedictory Session of the 111th SMTP
On 30.11.2007 the valedictory session of the 111th SMTP was held
at New Delhi.
Chief Guest O.P. Vaish, Sr. Advocate. pointed out that the profession
of company secretaries is under rated in our country. The number of
companies which are required to appoint company secretary is much
more as compared to qualified company secretaries as on date i.e.
company secretaries are in short supply. In this competitive
environment and the insistence on the corporate governance, Company
Secretary has a very important role to play. He shared his professional
experience with the participants. He also gave tips on personality
development.
Earlier Satwinder Singh Chairman, NIRC of the ICSI expressed
gratitude & heartfelt thanks to Vaish for accepting the invitation to be
the Chief Guest. He briefed the Chief Guest about SMTP and said that
it is like a passing out parade for the students. He also suggested the
participants that overall packaging of an individual plays a very important
role. He complemented all the participants for achieving the major
milestone and welcomed them to the profession of company secretaries.
Nesar Ahmad, Council member, The ICSI complemented the
participants for successful completion of their SMTP. He complemented
NIRC also for its commendable efforts in conducting SMTP and said
that students from different regions are keen for doing SMTP at NIRC.
He suggested and appealed the participants to be in touch with the
Institute. He then briefly touched upon the various developments that
are taking place at Institutes level.
One hundred and Twelfth SMTP
On 3.12.2007 the 112th SMTP conducted by the Regional Council
was inaugurated.
Chief Guest Lalit Bhasin, Central Council Member, the ICSI. In
his address explained that the company secretary has much more
responsibility than the lawyers, as they are responsible for the economic
and business development of the country. The development of the
economy depends upon the success of the corporate world and the
development of the corporate world depends upon the excellence in
services provided by the Company Secretaries. There is tremendous
responsibility on the Company Secretaries as they are the
spokesperson for the Company.Their excellence, knowledge and
dedication play a very vital role. Personality development also plays a
very important role. As the world is becoming global village to compete
globally continuing education is the need of hour. Continuous updation
28 February 2007
 News and Announcements
is very essential. At the end, he offered his best wishes to the
participants for their upcoming career.
Earlier S. Koley, Secretary, NIRC of the ICSI in his welcome address
briefed the Chief Guest about our profession, course contents and the
coverage. He also briefed him about the training requirements of the
curriculum. He welcomed the participants and congratulated them for
achieving the milestone. He suggested the participants to keep abreast
with the latest developments taking place to survive in this competitive
environment.
S Kumar, Sr. Director, Training, Membership & Legal of the Institute
also explained the Chief Guest about the CS profession. He explained
that the purpose of SMTP is to provide a platform to the students for
clarifying doubts, interaction with the Sr. faculty members and captains
of the Industry and also for boosting the confidence level of the
participants. He also touched upon the relevance of the soft skills. At
the end, he offered his best wishes to the participants.
On 20.12.2007 at the Valedictory Session Chief Guest K K Sharma,
Additional Director General, Competition Commission of India at the
outset thanked the Institute for giving him the opportunity to interact
with intelligent minds. He shared his experiences when he was a
student. He suggested the participants that on the threshold of the
new challenging career, you must have dreams and vision and follow
your dreams ethically rest all will follow. He also suggested the
participants to keep themselves updated. He mentioned the ACS is a
driving license. Competition Commission of India is another area. There
are tremendous opportunities for Company Secretaries as CCI permits
Company Secretaries to appear before it as practicing professional.
At the end, he offered his best wishes to the participants.
Satwinder Singh, Chairman, NIRC expressed gratitude to the Chief
Guest for sparing his valuable time. He briefed the Chief Guest about
the Company Secretaries Course, Curriculum, its training and other
requirements. He also mentioned that SMTP is mandatory for everyone,
exemption is not available to anybody. Main thrust of SMTP is not only
on academics but also on the soft skills. He emphasized on the
importance of the packaging i.e. overall packaging is very important
for giving long lasting IMPACT. He also mentioned that I denotes
Integrity, M denotes Manners, P denotes Personality, A denotes
Appearance; C denotes Considerate and T denotes Tact. He
complemented the participants for successfully completing the SMTP
and welcomed them to the fraternity of Company Secretaries. He gave
the example of Pencil and gave the message that there are many
ups and down in life, but you need to always sharpen your skills. There
is only one thing which is constant in life that is change. He encouraged
the participants for attending professional development programs
organized by the Institute on regular basis. He also appealed the
participants for contributing to Company Secretaries Benevolent Fund.
Nesar Ahmad, Council Member, the ICSI thanked NIRC for inviting
him on this occasion. He welcomed the participants to the fraternity of
Company Secretaries. He mentioned the credibility of the profession
has gone globally, our profession is in great demand. Since we are the
torch bearers of the profession, we have to keep the expectations of
the Industry. He also apprised the participants about the Code of
Conduct to be followed by the members. He also suggested the
participants.
JAIPUR CHAPTER
Academic Development Programme
On 17.12.2007 an Academic Development Programme for the
students of the Chapter was organised. The programme was
inaugurated by Girish Goyal, Chapter Chairman who in his address
highlighted the importance of ADP and shared the subjects to be
covered and about the faculties and further informed the activities to
be carried out in the coming months exclusively for the students
including extra-curricular activities. He also announced the best
participant award for the students undergoing ADP.
The first session was taken by Anju Sood on Capital Market. S.C.
Hada was the speaker of the second session. He delivered his lecture
Student Company Secretary
on the management and behavioural aspects. The third session was
taken by Mayank Sharma on Interview skills.`
SOUTHERN INDIA REGIONAL COUNCIL
ORAL COACHING CLASSES FOR FINAL COURSE
FOR JUNE 2008 EXAMINATION
State Date of Timings Fees Last date for
commence- receipt of
ment application
Final
Group-I
(Morning) 10.03.2008 6.30 a.m. Rs.3350/- 03.03.2008
to per group
8.30 a.m.
Final
Group-III
(Evening) 10.03.2008 6.00 p.m. Rs.3350/- 03.03.2008
to per group
8.00 p.m.
CRASH COURSE ON FINANCIAL MANAGEMENT FOR JUNE 2008
EXAMINATION
SIRC OF THE ICSI is conducting Crash Course on Financial
Management on Saturday and Sunday, the 19th and 20th April,
2008 at ICSI-SIRC Office, No.9 Wheat Crofts Road,
Nungambakkam, Chennai 600 034.
The fee for the course is Rs. 500/- The fee can be remitted by
way of cash or Demand Draft favouring SIRC of the ICSI, payable
at Chennai. The last date for Registration is April 15, 2008.
MODEL EXAMINATION FOR JUNE 2008 EXAMINATION
The SIRC of the ICSI is organizing model examination for June
2008 examinations for Intermediate and Final from May 1, 2008
to May 9, 2008 at SIRC of the ICSI, No.9, Wheat Crofts Road,
Nungambakkam, Chennai 600 034. The Model Examination
fee is Rs.200/- per group. The fee can be remitted by way of
cash or Demand Draft favouring SIRC of the ICSI, payable at
Chennai. The last date for Registration is April 25, 2008.
For further details contact:
SIRC OF THE ICSI
New No.9, Wheat Crofts Road, Nungambakkam,
Chennai 600 034. Ph: (044) 28279898; 28268685
E-mail: siro@icsi.edu; icsisirc@md3.vsnl.net
HYDERABAD CHAPTER
Personality Development Programme for the Students
On 14.12.2007 The ICSI- Hyderabad Chapter organized a
Personality Development Programme for the students on at its
premises. Venu Bhagavan, Motivational Speaker, Author, Trainer,
Councilor & Seminar Leader was the speaker who explained the theme
An overview on Personality Development, Enhancing the Personal
Qualities & Effective Communication Skills. He threw light on various
aspects of rejuvenating life with positive energy and in enhancing ones
core competencies. Life, as he says, is to express; to express ones
core competencies & core talents. He also emphasized that best
pictures are developed by negatives in a dark room. If you think your
life is dark, then it means that god is making a beautiful picture of your
life and also explained about realizing the power of dreams, and dreams
lead you to your destination. Its not hard work, but it is heart work that
makes you successful.
Venu Bhagavan to make the lecture interesting and interactive used
various audio video and other visual aids. His sense of humor added
spice to the whole lecture. The anecdotes, stories, jokes and quotes
29 January 2008
 News and Announcements
of famous personalities told by him threw light on various miniature
issues which students usually take it for granted but are most loved
and treasured. All in all it was a lecture that was a must for all.
Career Awareness Day
On 20.12.2007 The ICSI Hyderabad Chapter organized a Career
Awareness Day . On this day career awareness programmes were
organized by the Chapter simultaneously in all the 23 Districts of Andhra
Pradesh. On this occasion around 40 Members of ICSI addressed
the Students of the Colleges located in various districts and informed
them about the Company Secretaries Profession and the avenues
available to the profession. The members addressed around 40,000
Students of Andhra Pradesh pursuing studies in various colleges
situated in the Rural and Urban Areas were covered on a single day
and the programme evoked tremendous response from the Students.
The Principals, Lecturers and Staff Members of the Colleges also
attended the programme. The programme which was organized for
the first time in the Country was a grand success and was appreciated
by one and all.
ICSI Presidents Meet with Students
On 26.12.2007 The ICSI- Hyderabad Chapter organized a meeting
of ICSI Presidentwith the Students of the Chapter at its premises. S.
S. Marthi, Chairman welcomed the students and informed them about
the importance of the visit of the President, The ICSI and advised the
students to interact with the President actively. Preeti Malhotra,
President, The ICSI in her address congratulated the students for opting
to pursue the Company Secretary ship course and advised the students
to work hard with dedication to complete the Course and succeed in
life. She further informed the students about the prospects of the course
and opportunities available for Company Secretaries. The President
advised the students to read Student Company Secretary and
Chartered Secretary magazines to update the knowledge relating to
the profession of Company Secretaries. Students actively participated
in the interactive session and discussed NIIT training and President
responded positively.
MYSORE CHAPTER
Study Circle Meeting
The Chapter continues to hold study circle meetings every Sunday
for the benefit of students. The first study circle meeting of the month
was held on 2.12.2007.
THIRUVANANTHAPURAM CHAPTER
How to Prepare for Examinations
On 24.11.2007 the Chapter organised a programme for the students
on How to prepare for examinations at its seminar hall. CS M. Rajkumar,
CS Ariya S.R., CS K. Padmakumar and CS P.S. Davakumar in their
presentation highlighted the practical guidelines for preparing for
examinations. The programme was followed by an interactive session
where the students raised various queries which were well clarified by
the speakers. The programme was attended by more than 22 students.
WESTERN INDIA REGIONAL COUNCIL
Career Awareness Programmes
The Regional Council organized a number of Career Awareness
Programmes as under:
On 8.1.2008 the Career Awareness Programme was held at Shri
Rajasthani Seva Sang College of Arts & Commerce, Andheri (East)
addressed by Snehal Shah, PCS for all Sections of Commerce
students. Nearly 100 students attended the programme. On the same
day another Career Awareness Programme was held at Tolani College
of Commerce, Andheri(E) addressed by Jatin Popat & Prashant Diwan,
PCS for XI & XII students. Nearly 80 students attended the programme.
On 4.1.2008 the programmes were held at Gurukul College of
Commerce, Ghatkopar(East) for 200 S.Y. B.Com students and
addressed by Bharat R. Upadhyay (PCS). On the same day in the
same college Raj Kumar R. Tiwari(PCS) addressed 200 F.Y. B.Com
Student Company Secretary
Students. The speakers while addressing the students explained the
scope, prospects, Growth & Development of the profession,
Registration eligibility, Curriculum, Trianing, Coaching both postal
and oral coaching requirements, examinations and important cut off
dates, passing standards etc. The also focussed on employment,
practice side of the profession and its future prospects. The
programme was coordinated by Lachhmi Bhatt, Desk Officer, WIRO
along with staff member D.P. Khanolkar and Bhatat Rathod, Staff
members.
Again on 7.12.2007 the Career Awareness Programme was held
at Vivekanand College of Arts, Science & Commerce, Chembur for
Thrid Year B.Com students. Antony Paul, Jt. Director, WIRC was the
faculty who addressed around 83 students .
On 6.12.2007 the Programmes were held at Nagindas khandwala
college of commerce, Arts & Management studies ,Malad for Final
Year , III year B.Com Students and for +12 students..Kaushik M.
Jhaveri, Practising Company Secretary and Antony Paul, Joint Director,
WIRC, were the faculties who addressed in total around 410 students.
On 1.12.2007 at S.N.D.T. Womans University (Smt. P.N. Doshi
Womens College) Ghatkopar for all sections of B.Com students
number around 80. On 30.11.2007 and 26.11.2007 the programmes
were held at SAhree Narayana Guru College of Commerce, Chembur
for F.Y & S.Y B.Com students numbering around 156 and at St. Xavier
College, Mahapalika Marg for FY &SY B.Com students numbering
around 200. The speaker was Anthony Paul in these Institutions.
During the programme the students were apprised about the course
and also the avenues available after completion of the company
secretaryship course both in employment as well as in practice.
Pamphlets exaplaining Career in company secretaryship course were
distributed to the students. The events were coordinated by Lachhmi
Bhatt, Desk Officer, WIRO and supported by Bharat Rathore, WIRO
official.
Seventy-Seventh Secretarial Modular Training
Programme
From 19.11.2007 to 5.12.2007 the 77th Secretarial Modular Training
Programme of WIRC was held at ICSI-WIRC premises, Nariman Point,
Mumbai. In all 29 students attended and completed the programme.
The programme was inaugurated by Vikas Y. Khare, Chairman, ICSI-
WIRC. Antony Paul, Joint Director, WIRC explained the rules and
modalities of the training programme.
Eminent/Senior faculty members from the profession - practice
and employment, and others addressed the participants on various
topics Central Excise, Knowledge and Compliance Management,
Joint Ventures, FEMA, Interview techniques, External Commercial
borrowing, IPO, E-filing, Competition Act, Practice before consumer
court, Secretarial Audit, Mutual Fund, Information Technology Law,
Independent Director, Commodity Exchange etc.
A session on Mock Board Meeting and Moot Court were also organised.
The participants were also taken to Bombay Stock Exchange and
CDSL. The Valedictory session was addressed by Vikas Khare,
Chairman WIRC and Atul H. Mehta, Secretary, WIRC.
In the programme, three groups were formed for project
presentation on the topics 1) Mutual Funds, 2) Listing Agreement, 3)
Corporate Governance. Gazala Khan and Mandar Joshi were selected
as best presenters. The presentation on Corporate Governance was
selected as the best project. The best participant award was given to
Ishwar Shandilya. The programme was co-ordinated by Rakesh Yadav,
Education Officer, WIRO of the ICSI.
Training Orientation Programme (TOP)
From 13.11.2007 to 17.11.2007 the Regional Council organized its
23rd Training Orientation Programme (TOP) at ICSI-CCRT, Navi
Mumbai. 56 Students attended and completed the programme.
30 February 2007
 SMTP ORGANISED BY H.Q./REGIONAL COUNCILS/CHAPTERS
ELIGIBILITY OF PARTICIPANTS : ICSI final passed candidates. SMTP COURSE CONTENTS : Module I-Filling and Filing of Forms
under the Companies Act, 1956.
Module II-Practical and Procedural Aspects of Convening and Conducting Board Meetings & Annual
General Meetings and Related Aspects.
Module III-Managing Public Issues.
Module IV-Loan Documentation, Joint Ventures &
Foreign Collaborations, Raising Finance through EURO Issues & Export and Import Procedures and Documentation.
Module 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

Programme

Bangalore 10.03.2008 Chapter Executive Officer & Programme Co-cordinator, Bangalore Chapter of ICSI,
Chapter of SIRC to Premises Sheriff Chambers, 3rd Floor, Rear Block 14, Cunningham Road,
of the ICSI 27.03.2008 Bangalore-560052 Tel. 080-22286574/22287158, Fax: 22261861, E.Mail:
bangalore@icsi.edu
ICSI-CCRT 29.03.2008 Office Premises Director - Programmes, ICSI-CCRT, Plot No. 101, Sector-15, Institutional Area,
to CBD Belapur, Navi Mumbai-400614 Tel. : 022- 27577814-16 Fax No. :
13.04.2008 022-27577814-16 Fax No. : 022-27574384 E-mail : ccrt@vsnl.com
(Residential
SMTP)
Hyderabad 09.04.2008 Chapter Programme Co-ordinator, The ICSI- Hyderabad Chapter, #6-3-609/5, Anand
Chapter of SIRC to Premises Anand Nagar Colony, Khairatabad, Hyderabad-500004. Tel: 040-
of the ICSI 26.04.2008 23399541/23396494 Fax No. : 23325458 E-mail : hyderabad@icsi.edu

The schedule of other SMTPs proposed to be conducted by Bangalore Chapter and ICSI-CCRT during 2008 is as under:
Bangalore Chapter : 15.09.08 to 01.10.2008, ICSI-CCRT : 20.09.08 to 06.10.2008 (Residential SMTP)

SCHEDULE OF TRAINING ORIENTATION PROGRAMMES (TOP)

Organised by Duration of the Venue of the Programme Contact Address
the Programme
Bhubaneswar 08.03.2008 Chapter The Course Co-ordinator OR The Office-in-Charge, Bhubaneswar Chapter
Chapter of to Premises of the ICSI "ICSI Building", Plot No. 70, VIP Colony, IRC Village, Bhubaneswar
EIRC of the 12.03.2008 751015. Tel: 0674-2552282, (M) : 9937004139, E.mail: bhubaneswar
ICSI @icsi.edu.
Bangalore 03.03.2008 Chapter Executive Officer & Programme Co-cordinator, Bangalore Chapter of ICSI,
Chapter of to Premises Sherif Chambers, 3rd Floor, Rear Block 14, Cunningham Road,
SIRC of the 07.03.2008 Bangalore-560052 Tel. 080-22286574/22287158, Fax: 22261861, E.Mail:
ICSI bangalore@icsi.edu
Hyderabad 03.03.2008 Chapter's Programme Co-ordinator, The ICSI-Hyderabad Chapter, #6-3-609/5, Anand
Chapter of SIRC to Premises Nagar Colony, Khairatabad, Hyderabad-500004. Tel: 040-23399541/
of the ICSI 07.03.2008 23396494 Fax No. : 23325458 E-mail : hyderabad@icsi.edu

WIRC of the 11.02.2008 ICSI-WIRC Director, WIRC of the ICSI, 12, Jolly Maker Chambers No.2 (First Floor)
ICSI to Premises Nariman Point, Mumbai-400021 Tel. : (022) 22021826, 22844073, 22047569
15.02.2008 Fax. : 22850109 E-mail : wiro@icsi.edu, wircicsi@bom5.vsnl.net.in

The schedule of other TOP proposed to be organised by Bangalore Chapter is from 08.09.2008 to 12.09.2008.

SCHEDULE OF ACADEMIC DEVELOPMENT PROGRAMMES (ADP)

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.
The Schedule of ADP proposed to be organized by the NIRC is as under :-

Organised by Duration of the Topic (s) Venue Address

the Programme
Hyderabad 02.02.2008 Public Issue & Listing Chapter Premises Programme Co-ordinator, The ICSI-Hyderabad Chapter
Chapter #6-3-609/5, #6-3-609/5, Anand Nagar Colony, Khair-
23.02.2008 Leadership Qualities Chapter Premises atabad, Hyderabad-500004. Tel: 040-23399541/
and Team Building 23396494 Fax No.: 23325458 E-mail : hyderabad
@icsi.edu

Student Company Secretary 31 January 2008

Student Company Secretary 32 February 2007
 ONLINE REGISTRATION FOR FOUNDATION/REGULAR COURSE

Student Company Secretary 33 January 2008

 C-37, Sector-62, NOIDA-201309

Student Company Secretary 34 February 2007

 EMPANELMENT OF PRIVATE COACHING CENTRES FOR CONDUCTING ORAL
COACHING CLASSES FOR CS STUDENTS ON BEHALF OF THE INSTITUTE
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 Corporate 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 www.icsi.edu
OR send an application directly to:-

Shri Sohan Lal, Joint Director (Student Services)

The Institute of Company Secretaries of India,
C-37,Sector-62, NOIDA-201309

STATUS OF TRAINING
(Period from 01-12-2007 to 31-12-2007)
15 Months Training with Company/Company Secretary in Practice and 03 Months & 15 days Practical Training
STAGE-I STAGE-II
Biodata of the students sent to the companies/company Students sponsored for training
secretaries in practice for consideration
APPLICATIONS CASES
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 31.11.07 month (upto 31.12.07) 31.12.07 30.11.07 the month taken for training 31.12.07
(upto 31.12.07)
15 Months in NIL 44 34 10 25 56 69 12
Companies

15 Months with NIL 49 41 08 30 71 91 10

CS in Practice

3 Months in NIL 72 72 NIL

Company/
15 Days in
Optional Area

2. Exemption
1. Number of applications pending as on 30.11.2007 : 22
2. Number of applications received for exemption : 44
3. Number of exemptions granted : 51
4. Number of pending applications as on 31.12.2007 : 15

Student Company Secretary 35 January 2008

LIST OF THE COMPANIES REGISTERED FOR IMPARTING LIST OF PRACTISING MEMBERS REGISTERED FOR THE
TRAINING DURING THE MONTH OF NOVEMBER, 2007 PURPOSE OF IMPARTING TRAINING DURING THE MONTH
OF NOVEMBER, 2007
Region Training Stipend
Type (Rs.) MANOJ SONI PCSA-1582*
Company Secretary In Practice
NORTHERN 3A Shubh Ashirwad, Patwardhan Bag,
Net 4 India Limited 15 Months 3000 B/h Vakil Nagar Rikshaw Stand, Eranwane, Pune-411 004
AB-11, Community Centre Training RAGHVENDRA KULKARNI PCSA-1583*
Safdarjung Enclave, New Delhi-110029 Company Secretary In Practice
Petro IT Limited 15 Months Suitable 3A Shubh Ashirwad, Patwardhan Bag,
B3, Sector 32, Gurgaon-122002 Training B/h Vakil Nagar Rikshaw Stand, Eranwane, Pune-411 004
Hindustan Co-Operative Bank Ltd. 15 Months Suitable
st VISHAL BHOSALE PCSA-1584*
1 Floor, Sahara India Centre Training
2, Kapoorthala Complex, Aliganj, Lucknow Company Secretary In Practice
Piyush Colonisers Limited 15 Months Suitable 3A Shubh Ashirwad, Patwardhan Bag,
A-16/B-1, Mohan Co-Operative Training B/h Vakil Nagar Rikshaw Stand, Eranwane, Pune-411 004
Industrial Estate, Main Mathura Road A. S. BOHRA PCSA-1585*
New Delhi-110044 Company Secretary In Practice
Ooms Polymer Modified Bitumen 15 Months Suitable Office No. 113, Mahalaxmi Market,
Pvt. Ltd., Vatika Atrium, 1st Floor, B-Block, Training Market Yard, Pune-411 037
Sector-53, DLF Golf Course Road, Gurgaon-122002 VIPUL SETH PCSA-1586*
WESTERN Company Secretary In Practice
1234-B, Bhagwati Bhawan, Near SBI Crossing,
Responsive Industries Limited 15 Months 5000- Chowki Bagh Bahadur, Mathura-281 001
Eucharstic Congress Building No.1 Training 10,000 UMESH KUMAR AGRAWAL PCSA-1587*
5, Convent Street, Colaba, Mumbai-400001 Company Secretary In Practice
Jindal Worldwide Limited 15 Months Suitable
D-15, Ganesh Puri, Sahibabad, Ghaziabad-201 005, U.P.
Suryarth, Panchvati, Ambawadi Training
Ahmedabad--380006 LALIT AGRAWAL PCSA-1588*
Arch Pharmalabs Limited 15 Months Suitable Company Secretary In Practice
H Wing, 4th Floor, Tex Centre Training E-304, Khajoori Colony, Main Road, Delhi-94
Off Saki Vihar Road, Chandivali R. VENKITACHALAM PCSA-1589*
Andheri (East), Mumbai-400072 Company Secretary In Practice
Transformers and Rectifiers (India) Ltd. 15 Months 3000 Krishna Apartments, 15 A, Mahatma Nagar, Nashik-422 007
Survey No. 344-350, Opp. PWD Stores Training VISHAL LOCHAN AGARWAL PCSA-1590*
Sarkhej Bavla Highway, Village: Changodar Company Secretary In Practice
Tq. Sanand, Ahmedabad-382213 Pocket G-23, Plot No. 128, Sector 7, Rohini, Delhi-85
Spanco Telesystems & Solutions Ltd 15 and 03 Suitable PRADYUMAN SINGH MANUBHAI VALA PCSA-1591*
Krishna Bhuvan, B.S.Deoshi Marg Months Practical Company Secretary In Practice
Deonar, Mumbai-400088 Training C-7, Devendra Apartment (Back Side)
Jhaveri Flexo India Limited 15 Months Suitable 2nd Floor, Ghantali, Thane (W) 400 602
Gut 74, Farola, Paithan Road Training A.V. SUNDARESH PCSA-1592*
Aurangabad-431105 Company Secretary In Practice
Entegra Limited 03 Months Suitable No. 147, (Old 150), 1st Floor,
205/206, Laxmi Plaza Practical Malleswaram Arcade(Above Nilgiris),
Laxmi Industrial Estate, New Link Road, Training 7th Cross Marfosa Road, Malleswaram, Bangalore-3
Andheri (W), Mumbai-400053 RISHI KUMAR PCSA-1593
Shloka Infotech Limited 15 Months Suitable Company Secretary In Practice
Dalamal House, 1st Floor, 206, J.B. Marg, Training
2989/3A, Street No. 14, Ranjeet Nagar, New Delhi- 110 008
Nariman Point, Mumbai-400021
Dhariwal Industries Limited 15 Months Suitable T.S. RAJU PCSA-1594
Manikchand House 100-101, Training Company Secretary In Practice
D. Kennedy Road, Pune-411001 Regency House, 2A, Second Floor,
SOUTHERN 250/7, Anna Salai, Teynampet, Chennai-600 006
LAPP India Pvt.Ltd. 15 Months 10,000 R.K. AGARWAL PCSA-1595
Plot No. 98, J & K Jigani Industrial Area Training Company Secretary In Practice
II Phase, Anekal Taluk, Bangalore-562106 J6-15 Jalmangal Deep, Bangur Nagar
DRS Logistics Pvt. Ltd. 15 Months Suitable Goregaon (W), Mumbai-400 090 MH
220, Kabra Complex, 61, M.G.Road Training
Secunderabad A.G. RANADE PCSA-1596
JRG Securities Limited 15 and 03 Suitable Company Secretary In Practice
JRG House, Ashoka Road Months 101, Bldg. 4, Shiv Amrut Dham,
Kaloor, Kochi-682017 Practical Training, Near Yogi Dham, Murbad Road, Kalyan (W) Dist-Thane- 421 301
RAJESH HADDA PCSA-1597
The Madras Aluminium Co. Ltd. 15 Months 8500 Company Secretary In Practice
P.O.Box No. 4, Mettur Dam Training
510, Amber Tower, Azadpur Commercial Complex,
Salem District-636402, Tamil Nadu
AZADPUR
EASTERN
Asian Tea & Exports Limited 15 Months 3000- SHALINI SHARMA PCSA-1598
Sikkim Commerce House Training 6000 Company Secretary In Practice
4/1, Middleton Street, Kolkata-700071 95, St. No. 5, Krishna Nagar,
MSP Steel & Power Limited 03 Months 3500 P.O. Safdarjung Enclave, New Delhi-110 029
16/S, BlockA, New Alipore, Practical
2nd Floor, Kolkata-700053 Training * Registered in October 2007

Student Company Secretary 36 February 2007

 ICSI INTRODUCES 24 5 7 STUDY THROUGH E-LEARNING
(http://elearning.icsi.edu)
In order to facilitate students, e-learning portal is available for the Company Secretary Foundation Programme which will
also be extended to Executive Programme and Professional Programme in due course. All students from rural, urban areas
at national level and also other countries can avail this 24x7 on-line study facility as the portal has global reach.
Under e-learning, students can have continuous access to studies and guidance of faculties on-line. The e-learning
module will enable the students to have access to learning and faculty support at any time as per their convenience. Interactivity
will be established by modules such as Discussion Boards and Online Chat. After the proposed virtual classroom facility
under e-learning portal starts, students will be able to interact live with the faculty. This will take the CS course studies
virtually into the space age.
Undergoing of e-learning is in addition and not in substitution to compulsory postal tuition. E-learning is designed to
provide a virtual contact between the teacher and the taught. Student intended to join e-learning are therefore, required to
pay additional fees as determined by the Institute from time to time.
To access the E-learning Portal of ICSI the candidates may log on to http://elearning.icsi.edu
A nominal annual fee of Rs 250/-**(Rupees Two hundred and fifty only) plus taxes for first year has to be paid for WBT (Web
Based Self Paced Learning).
The candidate can use the following modes of payment for availing the service:
l Online on the website http://elearning.icsi.edu by Credit Card / Debit card/ ECS (electronic clearing services)
l By way of Demand Draft (DD) in the name of ICSI GurukulOnline payable at Mumbai(For more information visit the
website http://elearning.icsi.edu)
** The charges for subsequent years are listed on http://elearning.icsi.edu. The charges are in addition to the Registration fees.

Attention Students!

SUBSCRIPTION TO CHARTERED
CHARTERED
SECRETAR
SECRETAR
ARYY
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 :

Deputy Director (Publications)

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

Student Company Secretary 37 January 2008

Student Company Secretary 38 February 2007
 Advertisement Tariff
(With Effect From 1.9.2006)
Back Cover Cover III
Non-Appointment Appointment Non-Appointment Appointment
Rs. Rs. Rs. Rs.
Per Insertion 18,000 7,000 Per Insertion 14,000 6,000
4 Insertions 64,800 25,200 4 Insertions 50,400 21,600
6 Insertions 95,040 36,960 6 Insertions 73,920 31,680
12 Insertions 1,83,600 71,400 12 Insertions 1,42,800 61,200

Full Page Half Page

Non-Appointment Appointment Non-Appointment Appointment
Rs. Rs. Rs. Rs.
Per Insertion 12,000 4,500 Per Insertion 7,000 2,500
4 Insertions 43,200 16,200 4 Insertions 25,200 9,000
6 Insertions 63,360 23,760 6 Insertions 36,960 13,200
12 Insertions 1,22,400 45,900 12 Insertions 71,400 25,500

Panel (Qtr. Page) Extra Box No. Charges

Per Insertion 5,000 1,500 For 'Situation Wanted' ads 25/-
(Subject to availability of Space)
For Others 50/-
Classified Ads 120/- Per 35/- per
col. line Col. line
The Institute reserves the right not to accept order
for any particular advertisement.
Mechanical Data
The Bulletin is published in the 3rd week of every
month and the advertisement material should be
Full page 18 5 24 cm
sent in the form of typed manuscript, art pull or in
Half Page 9 5 24 cm or 18 5 12 cm CD (open file) before 10th of any month for inclusion
in the same month's issue.
Quarter page 9 5 12 cm

FOR FURTHER INFORMATION WRITE TO:

THE EDITOR
STUDENT COMPANY SECRETARY

ICSI House, 22 Institutional Area, Lodi Road, New Delhi-110 003

Ph. : 41504444, 24617321-24 and 24644431-32
Fax : 91-11-24626727 E-mail : info@icsi.edu

Student Company Secretary 39 January 2008

 SHIFTING OF STUDENT SERVICES SECTION
In order to provide Single Window Services to the students - in close co-ordination with the Directorate of Information Technology,
Directorate of Examinations and Directorate of Finance & Accounts - the Directorate of Student Services has been shifted from 17th
August, 2007 to a more spacious building located at Noida; which is one of the fully developed townships in the periphery of Delhi and also
home to some of the big names in the field of Information Technology / IT Enabled Services. In view of the above, effective from 17th
August, 2007 for all queries and services, students are advised to contact the following address: -

Joint Director (Student Services)

The Institute of Company Secretaries of India
C-37, Sector-62, NOIDA 201 309

Further, the contact numbers and E-Mail ids of the contact persons for various queries and services are furnished below. Students may
please note that, it is in their own interest to address the query to the right person for prompt response.

S. Nature of Query Contact Person Telephone Number E-Mail id

No. (STD Code :0120;
From Delhi : 95120)

1. Registration Status/ Issue of Study

Material, etc. for

(a) Intermediate Course Ms. Hema Malini/ 4239993-98 ss_reg@icsi.edu

Ms. Anju Gupta Extension 2022

(b) Foundation Course Ms. Kavita Amarjeet / 4239993-98 ss_fond@icsi.edu

Ms. Seema Kamboj Extension 2023

(c) Denovo/Extn./Final Enrolment Ms. Shobha Bhaskar/ 4239993-98 ss_post@icsi.edu

Ms. Harvinder Kaur Extension 2126

2. Paper-wise Exemption/ Non-receipt Mr. B S Chopra/ 4239993-98 ss_enrol@icsi.edu

of Registration Letter/ Identity Card/ Mr. Om Prakash Extension 2124/2131 ss_misc@icsi.edu
Student Company Secretary Bulletin/
CS Foundation Course Bulletin

3. Coaching Completion Certificates/ Mr. Vinod Jetly/ 4239993-98 ss_coaching@icsi.edu

Suggested Answers and Response Ms. Neelam Wadhwa Extension 2122/2128
Sheet Status / Compulsory Computer
Training

4. Issue of Admission Certificate for Mr. T P Balasubramanian/ 4239993-98 ss_lic@icsi.edu

Examinations Ms. Durga Shankar Extension 2123/2125
5. Duplicate Pass Certificiate
(a) Intermediate Mr. S P Singh/ Ms. Prem Lata 4239993-98 spsingh@icsi.edu
Extension 2129

(b) Foundation/ Final Ms. Durga Shankar/ 4239993-98 ss_lic@icsi.edu

Ms. Archana Goel Extension 2125

6. Transcripts/ Verification of Mr. S P Singh/ 4239993-98 ss_lic@icsi.edu

Qualifications (only for students) Ms. Durga Shankar Extension 2125/2129

In case of any difficulty, Shri Sohan Lal, Joint Director(Student Services) may be contacted at Tel. No. 4239999.

GUIDELINES FOR
REGISTRATION DE NOVO
Registration de novo pursuant to regulation 22 read with sub-regulation
(2) of regulation 24.
(A) GuidelInes for candidates seeking registration de novo within
two years of the expiry of previous registration.
1. A person whose registration has been cancelled on expiry of
five- year period or otherwise may within two years of cancellation
of former registration seek registration de novo on payment of
the following fees:
(I) Registration fee Rs. 1100 w.e.f. 1.4.2004.
(II) (a) Where a student has not completed coaching for
both groups of Intermediate course/all groups of Final
course, balance of Rs. 2750 which is revised to Rs.
3800/- w.e.f. 01.04.2004 of the postal tuition fee if
enrolled for Intermediate or balance of Rs. 3200,
which is revised to Rs. 4200/- w.e.f. 01.04.2004 if
enrolled for Final course, as the case may be, after
adjusting the amount paid on this account earlier.
However, credit for having completed coaching in a
particular group may be given if the coaching
completion certificate has not been issued due to
invalid registration or any other reason.
(b) Postal tuition fee of Rs. 3200 which is revised to Rs.
4200/- w.e.f. 01.04.2004 in the case of students who
have passed the Intermediate examination but not
enrolled for the Final course.
(c) Arrears of postal tution fee, if due, under former
registration where the students have been issued
with coaching completion certificate(s) for both
groups of Intermediate/all groups of Final course.
2. On the student being registered de novo he will be given credit for
the oral or postal tuition completed during the validity of his previous
registration in the corresponding paper(s) of the new syllabus. Such
a student shall not be supplied with the study material afresh. Study
material can, however, be had on payment of Rs. 160 per subject.
Student Company Secretary will be sent free of cost during the validity
period of registration de novo from the month subsequent to the month
in which the student was registered de novo.
(B) GuidelInes for candidates seeking registration de novo af-
ter two years of the expiry of previous registration.
1. A person whose registration has been cancelled or has terminated
on expiry of five-year period and has not sought registration de novo
within two years of the expiry of former registration may seek
registration de novo within 5 years of the cancellation/termination of
his former registration on payment of the following fees:
Rs.
(i) Registration fee 1100
(ii) Exemption fee for
(a) Foundation Examination 350
(b) Intermediate Examination
(if already passed) 350
(iii) Paperwise exemption fee
(a) Intermdiate 100 per paper
(b) Final 100 per paper
(iv) Where a student has not completed coaching for both groups of
the Intermediate course/all groups of Final course, balance of Rs. 3800/-
w.e.f. 01.04.2004 of the postal tuition fee, if enrolled for Intermediate or
balance of Rs. 4200/- w.e.f. 01.04.2004, if enrolled for Final course as
the case may be. However, credit for having completed the coaching
in particular group may be given if the coaching completion certificate
has not been issued due to invalid registration or any other reason.
(v) Rs. 4200 w.e.f. 01.04.2004 in the case of students who have passed
the Intermediate but not enrolled for the Final course.
(vi) Arrears of postal tuition fee, if due, under former registration where
the students have been issued with coaching completion certificates
for both groups of Intermediate/all groups of Final course.
2. On the student being registered de novo he will be given credit for
the oral or postal tuition completed during the validity of his previous
registration in the corresponding paper{s) of the new syllabus. Such
a student shall not be supplied with the study material afresh. Study
material can, however, be had on payment of Rs. 160 per subject.
Student Company Secretary' will be sent free of cost during the validity
period of registration de novo from the month subsequent to the month
in which the student was registered de novo.
3. The registration de novo will be valid for a period of five years from
the month in which the student has been registered de novo.
(C) No candidate shall be registered as a student de novo, if he
applies after five years of the expiry of his former,
registration. He may seek fresh registration as a student
and no credit for the fees paid or examination passed under
the former registration will be admissible on his registration
as a fresh student under any circumstances.
GUIDELINES FOR SEEKING
EXTENSION OF REGISTRATION
INTERMEDIATE EXAMINATION
No extension of registration will be allowed to any student if he has
not passed/completed the Intermediate examination during the validity
of registration period. All such students will have to seek registration
de novo only.
FINAL EXAMINATION
1. Students whose registration expires between 28th/29th February
and 31st May and between 31st August and 30th November will be
allowed extension of time without payment of extension of registra-
tion fee, for the limited purpose of appearing in the ensuing June or
December examination respectively, as the case may be.
2. Registration of a student may be extended beyond a period of five years
on year-to-year basis for appearing in the Final examination : (i) if he has
completed postal/oral coaching and has been issued with coaching
completion certificate for all groups of the Final examination under the
new syllabus during the validity of the previous registration period or has
passed at least one group of the Final examination under the new syllabus
during the validity of the previous registration period; and
(ii) makes an application for extension of regisration period alongwith
requisite fee within six months from the date of expiry of registration
or within six weeks of the declaration of results of the last examination
in which he appeared, whichever is later.
3. Extension of registration shall be granted for one year only at a
time on payment of extension of registration fee of Rs. 300 per annum,
arrears of fee, if any, under the previous registration and service
charges @ Rs. 150 per group for which the student has not been
issued with the coaching completion certificate for the Final course.
4. On the students application for extension of registration being
accepted by the Institute, the extended period will be counted in
continuation of his previous registration. He will also continue to bear
the same registration number.
5. No student will be alIowed more than two extensions including the
extension, if any, already availed under the old/new syllabus, for
completing the Final examination under the new syllabus.
6. A student who completes the Final examination (of the Institute)
during he extended period of registration will be required to comply
with the practical experience and practical training requirements as
applicable to candidates who registered as students on or after
30.1.1985.
7. Study material will not be supplied on seeking extension of
registration. However, it can be had on payment of Rs 160 per subject
8. A student, on being granted extension of registration, shall be eligible
to get the Student Company Secretary from the month next to the
month in which his application for extension of registration is accepted
by the Institute.
9. The Secretary may, on being satisified that application of any of
the guidelines, would cause undue hardship to a candidate, may relax
any of the said guidelines by recording reasons in writing.
Regn. No. 42947/84 Delhi Postal Regn. No. DL(S)01/3167/2006-07-08
Posting Date : 20/21-01-2008
Licence No. U (C) 130/2006-08
Licensed to post without prepayment at N.D.P.S.O.
FOR PROMPT REPLY
Students are requested to quote
their Registration Number in all
correspondence for prompt reply.

Role of
Company Secretary

Corporate Laws

Corporate Governance

Corporate Administration

Board and Shareholders Meetings

Corporate Compliance Management

Stakeholder Relationship

IPO, ADRs / GDRs

Company Secretary Capital Markets, Stock Exchanges &

Listing Agreement
Guiding corporate growth through good governance.
Mergers & Amalgamations

Insider Trading & Takeovers

Representations

Arbitration & Reconciliation

Direct and Indirect Taxes

Investor Education and Protection

Corporate Governance, the buzzword in today's business environment is a combination of legal practices, ethics, best management
practices, wealth creation management and foresight. Company Secretary is the key person, who implements all these in an
encouraging environment. Besides, he plays a vital role in planning Company's future.
A Company Secretary who represents a company to the internal and external stakeholders, coordinates the management functions
and company policies, keeps an eye on ethics and mutual trust, helps in strategic decisions - aligning the company towards
excellence.
As a qualified professional from the ICSI, world's largest Institute for Company Secretaries, he is a true multifaceted, who executes
the day to day activities encompassing all the key areas of Corporate Governance, all the way to corporate growth through foresight
and professional dexterity. MODE OF PAYMENT
All fees and other dues payable to
Managing Excellence the Institute may be remitted only by
crossed demand draft drawn in
favour of The Institute of Company
Secretaries of India, payable at New
Delhi.
If undelivered, please return to:
THE INSTITUTE OF COMPANY
Website : www.icsi.edu SECRETARIES OF INDIA
ICSI House, 22, Institutional Area,
Lodi Road, New Delhi-110003.