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Cover Theme : — Meaning: Talent can be recognized only in the company of learned people. In a company of fools, it proves to be afault. River water is sweet. People are always looking to taste it. But it does not remain sweet when those rivers meet the sea. If youwant your merits and talents to be praised, you should find a good company. In a company of unscrupulous people talented personnever remains talented. In fact, a good quality can turn out be a bad quality in their company. When river water is mixed with seawater, it does not remain sweet. It becomes inconsumable.

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Dear Members,

As I pen my thoughts for my last communication as Chairman, ICSI-WIRC I would like to express my

deep sense of gratitude to all my predecessors particularly to my immediate past Chairman, Shri Umesh

Ved, for setting high benchmarks of performance which was to me a true motivator in leading ICSI-

WIRC during my tenure.

I would now proceed to outline a Statement of Affairs during my tenure encompassing a variety of

accomplishments including the most significant, the acquisition of additional premises for ICSI-WIRC in

Mamata.

As you are aware, ICSI-WIRC covering 16 chapters, approx 35000 students, approx 7000 members has

been a premier Regional Council of ICSI and I am extremely glad to inform you that the efforts to serve

the different stakeholders of our profession were fruitful in many aspects. There were in all nine SMTP,

twelve TOPs, seven ADP and two EDP held during the year,a record of sorts for our student members and

I thank everyone associated with these academic initiatives.

With a view to strengthen the private-public partnership to enlarge the coaching capabilities, ICSI-WIRC

enabled agreements with nine private coaching classes. In keeping with the general trend of surge in

students witnessed in recent years, I am pleased to report the continuation of the trend and the

resultant growth in enrolment of students in the Oral Training Centres of ICSI-WIRC at MKES College,

Malad, Sydenham College, Churchgate and P. N. Doshi College, Ghatkopar. I thank the Principals of these

colleges, the owners of the private coaching classes for their decision to associate with ICSI in this noble

endeavour.

ICSI-WIRC organised several seminars,workshops and study circles on interesting and relevant topics and

issues which were well attended by members and I thank the faculty who had acceded to our requests

and participated in such events. I must also thank all the members of the Program Membership

Scheme(180) who supported ICSI-WIRC in enabling the conduct of many programs during the year.

During the year, ICSI-WIRC had the occasion to host the function to bestow the National Award for

Excellence in Corporate Governance in Mumbai which was a memorable event. ICSI-WIRC also hosted

the Quartet-CS Conclave on Corporate Governance,the first such event organised by all the Regional

Councils of ICSI in Mumbai. I thank the Chairman of the respective Councils to have conceived of this

unique event with innovation and agreed to hold the first such Quartet in Mumbai.

I must also with profound grief express the sad and sudden demise during the year of Mr.Mahesh

Khanolkar,who won the hearts of all those who came in touch with him. I am also deeply saddened to

report the sudden and untimely passing away of Mr.Mukesh Shah a silent contributor.

I must however confess that the biggest accomplishment during my tenure has been the successful

acquisition of additional office premises in the same building ie Jolly Maker Chambers II where the

existing premises are located. This requirement of additional space was a long felt need and I must thank

all those who tirelessly strove towards this especially the then President and members of the Central

Council,ICSI-WIRC,the Chairman and members of ICSI-WIRC Building Committee,the Secretary& Ceo

ICSI,and all those enabled this acquisition.

I must also add that during the year ICSI-WIRC continued its efforts in organising a cricket match with

Ministry of Corporate Affairs and also held a unique re-union of certain SMTP participants.

In conclusion, I take this opportunity to all my colleagues in ICSI-WIRC for their guidance and support

during my tenure which provided the right fillip and encouragement to fulfil the tasks I had assigned

for myself when I took over the office of the Chairman on 19th January,2009.

I thank each one of you once again for your responsible feedback, constructive suggestions and active

response to ICSI-WIRC’s initiatives during my tenure.

I take this opportunity to welcome Shri.Vishvesh Vachhrajani,my successor as Chairman, ICSI-WIRC

and assure him of all my support and assistance during his tenure.

But I have promises to keep, and miles to go before I sleep, and miles to go before I sleep.-Robert Frost.

Yours sincerely,

Atul Mehta

Chairman, ICSI–WIRC

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CASE LAW DIGESTby CS Ajay Kumar, MumbaiA Bird’s-Eye View : Recent Judgments on Company Law

1. COMPROMISE AND MISMANAGEMENT

Applicant-company was declared as a sick companyand matter was referred by BIFR to High Court forwinding up. Meanwhile ‘B’ company agreed to providerequisite resources to applicant-company and resolvedto become assignee of debts owned by applicant to‘RIICO’ and ‘RFC’–‘RIICO’ and ‘RFC’ agreed to gettheir entire rights and privileges qua applicanttransferred in favour of ‘B’ and after receipt of certainamount from ‘B’ issued no dues letters. ‘B’ proposed toenter into agreement with secured creditors, unsecuredcreditors and members and an application was filedseeking a direction to convene separate meetings ofmembers, secured creditors and unsecured creditors ofcompany to consider proposed scheme of arrangementand compromise. On facts, meetings of members,secured creditors and unsecured creditors were to beconvened for purpose of considering and, if thoughtfit, approving with or without modification, scheme ofarrangement. – SHREE SHIVA SPINNERS LTD., IN RE

[2009] 91 SCL 51 (RAJ.)

2. AMALGAMATION

Transferor-company and transferee-company filed anapplication for sanction of proposed scheme of theiramalgamation. Board of directors of both companiesapproved scheme of amalgamation. Proposed schemehad been approved by shareholders, secured andunsecured creditors of both companies. Regionaldirector had raised no objection to proposed scheme.Official Liquidator in his report stated that affairs oftransferor-company had not been conducted in amanner prejudicial to interest of members andcreditors. Since proposed scheme of amalgamationwas not prejudicial to interest of transferor-companyand transferee-company, same was to be approved. –SHUBH SHREE SEEDS (P.) LTD., IN RE [2009] 90 SCL

293 (RAJ.)

3. PENALTY FOR WRONGFUL WITHHOLDING OF

PROPERTY

Once right of an employee or officer of company toretain possession of property, either on account oftermination of services, retirement, resignation ordeath gets extinguished, person in occupation areunder an obligation to return property back tocompany and on their failure to do so, they renderthemselves liable to be dealt with under section 630,for retrieval of possession of property. Section 630covers within its ambit not only employee or officerbut also past employee or past officers or heirs ofdeceased employee or anyone claiming under them in

possession of property. – GOPIKA

CHANDRABHUSHAN SARAN V. XLO INDIA LTD.

[2009] 90 SCL 281 (SC)

4. SCOPE / EXTENT OF POWER OF COMPANY LAW

BOARD – SECTION 141

The prayer for condonation of delay to register a

charge deserves to be granted if Company Law Board

is satisfied that the delay on the part of the petitioner

was due to causes beyond its control & the petitioner

has shown sufficient cause for the delay. In a

proceeding for such condonation under section 141, the

power of the Company Law Board is limited & does

not extent to adjudicate or look into the validity or

otherwise of the charges created – I C I C I BANK

LTD. V. INTERNATIONAL INDUSTRIES LTD. [2008] 84

CLA 1 (CLB)

5. APPEAL AGAINST INTERIM RELIEF GRANTED ON

PETITION MERELY PURPORTED TO BE WINDING

UP PETITION WHILE NOT BEING SO ACTUALLY –

SECTION 433

The Single Judge was not justified in granting interim

relief to the petitioner by way of a restraint order to

the company not to alienate property pending

proceedings before industrial tribunal regarding back

wages of the petitioners, where the petition though

purported to be a winding up petition under clauses

(d), (e) & (f) of section 433 contained no prayer for

winding up, and was not actually a winding up

petition. The interim relief so granted cannot be

sustained & is liable to be set aside – VCCL LTD. V.

RAMA KARAN [2008] 84 CLA 1 (SNR.) (KAR)

6. ALLOTMENT OF SHARES MADE TO RESPONDENTS

ONLY WITH ULTERIOR MOTIVE TO GAIN

CONTROL OF THE COMPANY UNDER SECTION 397

Where impugned allotment of additional shares is

done with the sole object of gaining control of the

company by becoming majority shareholder, the same

is clearly an act of oppression on the part of the

respondents, and more so as the meetings passing such

resolutions are held at the back of the Petitioners

without giving proper notices and without following

proper procedure and the allotment is liable to be set

aside restoring status quo ante. – AJIT SINGH

DEOGAN V. SUTLEJ CHIT FUND & FINANCIERS (P.)

LTD. [2009] 89 CLA 550 (CLB)

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IFRS CORNER

SPIRIT BEHIND IFRSR. N. Bhave, CS, CA, ICWA, IFRS-ICAI, Six sigma green belt – 30 years industry experience –

IFRS consultant and faculty & Dr. Anjali Bhave, ICWA, DBF, Ph.D. –Vice-principal, Commerce college – IFRS consultant and faculty

Write in their personal capacity

4 th article in series - write queries to

mohanbhave@gmail.com

Q 1 What are the primary differences with

IFRS?

A 1 GLOBAL vs LOCAL

SUBSTANCE vs FORM

GROUP vs STANDALONE

ENTITY vs COMPANY

PRINCIPLES vs RULES

FAIR VALUE vs HISTORICAL COSTS

BALANCE-SHEET vs P and L

Q 2 What is advantage India in whole process?

A 2 That is what one refers as GLOBAL vs

LOCAL

Quite a lot

a) India aims to emerge as a developed country.

On the path of globalization, it is essential

for competing globally.

b) The interest rates and therefore finance costs

in India makes entrepreneurship very

challenging and uneconomical. Japan-like

countries have negative interest rates. IFRS

should substantially help us to get global

investments.

c) For any FII a balance-sheet (financial position)

in a global format will always be trustworthy.

Q 3 What is substance in IFRS?

A 3 Presently we are bogged down with legal and

regulatory forms. They do not serve the

purpose of bringing out real intentions of

transactions. We would call it as “lifting of

“form” veil which is analogical to lifting of

corporate veil. A few examples are quoted

below.

a) A subsidized loan given to employeeamount to employee cost to the extentof portion of interest instead of reducingfinance income.

b) Loans issues at discount and repayable atpremium essentially are elements offinance cost in substance but presentlyby format of same, they are classified aspremiums or discounts.

c) Slow-moving inventory results intomaking an asset which is non-current,whereas present ‘form’ aspect, forces usto classify it as current asset.

d) Convertible debentures are actually in forgetting ownership but still by ‘form’ theyget a place in ‘debt’ at present.

All these artificial accounting is challengedand denied by IFRS.

Instead of legal agreements becoming sourceof accounting, it is the real “A” “counting”(Accounting) spirit which will matter.

Q 3 Why groups matter in accounting?

A 3 This is another case of form. Legally theorganizations create different entities andmany evils like

a) Off balance-sheet assets – operating vsfinance leases etc

b) Transfer of receivables – with/withoutrecourse

c) Complex structures

d) Transfer of profits convenient to taxation

Makes accounts and financial positionsdeceptive and real purpose is not servedat all.

IFRS attacks it, by simply refusing toaccept standalone concept. It makes

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group’s financial position disclosure

compulsory.

Presently in India, it is only listed

companies which are required to present

consolidated accounts. That too

consolidating companies only, which are

subsidiaries. There emanates next

greatness of IFRS.

Q 4 What is Entity vs Company aspect?

A 4 The subsidiary company is replaced by

controlled entity. An entity will mean every

entity whether individual, partnership, trust,

society, AOP, BOI, HUF etc. A subsidiary is

defined by a ‘form’ which refers to above

50% voting power that too in a company

only. Or else right to appoint or remove

majority directors.

This is simply allowing entities though

controlled, to escape from consolidations.

IFRS therefore ensures all entities are covered

under consolidation. Similarly, the control is

definitely possible even without voting

powers or formal control over board through

what can be called as commercially cornering,

through a contract by simply capturing all

financial and operating decision-making

powers. So despite being control, an entity

can escape consolidations. IFRS directly

attacks it thru a controlled entity concept.

Q 5 What is PRINCIPLES vs RULES?

A 5 Rule books make simply everything aiming

towards escape mechanism. E.g. creeping

acquisitions are made by acquiring 14.85%

and be below the exact line of 15%.

Intentions are so direct that the rule-books

become a mockery. That is where IFRS gets

into spirit and ensures that quantified rule-

books do not make lawyers to rule by finding

exceptions and escape routes. Corporate

governance is aimed at through a very clear

principle based structure. Luckily, Indian

GAAP is much less prone to rules than what

USA is. So the advantage of principles over

rules is more seen for US companies by

adopting IFRS.

Q 6 What is FAIR who decides?

A 6 Fair value has become one of the most

debatable issue in IFRS. One needs to

appreciate that Fair value concept is a

subjective one. However, historical costs lead

to no reflection of financial position of a

company. Let us ask a simple question. If

balance sheets are disclosing financial

positions, at least reasonably true and fair,

then why any merger or acquisition or

takeover, hiving off, carving out requires a

professional valuation. Time has come to use

fairly well-established valuation methods and

principles, so as to adopt FAIR VALUE

concept and give up historical costs.

Q 7 What is balance-sheet approach IFRS

propagates?

A 7 It is established that with proper stock

market functionings, the financial position has

to fulfil needs of present as well as future

investors. The current thrust on P & L only

makes present investors happy and thereby

professionalism never sets in. P & L showing

rosy pictures and equity worth going down

through direct balance-sheet adjustments has

become a common scenario. IFRS focuses on

equity holders worth and calls for changes in

equity as prime indicator of variation in

financial position.

So lightly speaking, the present accountant

calculates and focuses on P & L and puts

difference to BALANCESHEET and ensures

that it tallies.

IFRS on other hand, rightly uses various

principles like principles, controlled entity, fair

value of assets and liabilities and treats

variation in assets and liabilities during the

period as variation in equity shareholders

worth and takes the difference to P & L and

thereby disallows P & L manipulation by

accounting for all balance-sheet differences.

SPIRIT OF IFRS, THEREFORE, IS TO KILL

CREATIVE ACCOUNTING.

WE CALL IFRS A ‘KILLER OF CREATIVE

ACCOUNTING’

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1. Introduction

Notification dated 28th August,2009 issued by theMinistry of Corporate Affairs(‘MCA’) repealed theMonopolies and Restrictive Trade Practices Act,1969(‘MRTP ACT’) with effect from 1st

September,2009. The repealed Act was replacedby the Competition Act,2002 (‘COMPETITIONACT’) as amended by the Competition(Amendment) Act,2007. Chapter III of therepealed MRTP ACT which dealt withconcentration of economic powers throughmergers, amalgamations and acquisiton wasdeleted with effect from 27th July,1991. Therefore,restrictions on mergers, amalgamations andacqusitions in the country did not exist postJuly, 1991 until SEBI imposed restrictions onlisting of unlisted companies through mergersand amalgamations. Futher SEBI announced theTake Over Code in 1994 substitued by the Codeof 1997 and amended from time to time torestrict take overs of listed companies.Restrictions of merger and amalgamation ofBanking companies, however, continued to beregulated by the Reserve Bank of Indiathroughout. On the Competition Commission ofIndia(‘CCI’) coming into force, the MRTPCommission will continue exist for two yearscon-currently to handle old cases filed prior to 1st

September,2009 for a period of two years upto31st August, 2011. However, no new cases wouldbe taken up by the MRTP Commission. Onexpiry of two years all pending cases pertainingto monopolistic or restrictive trade practices,including cases having an element of unfair tradepractice shall stand transferred to theCompetition Appellate Tribunal ( CAT) whichshall adjudicate such cases in accordance withthe provisions of the repealed MRTP Act.

1.2 Competition laws all over the world areprimarily concerned with the acquisitionand/or exercise of market power and abuse.Market power is variously known incompetition jurisdictions as dominantposition, monopoly power and substantialmarket power. The Competition Act,1992and amended in 2007 follows thephilosophy of modern competition laws andaims at fostering competition, protectingIndian markets against anti-competitivepractices by enterprises who always want

COMPETITION ACT, 2002 & IMPACT ON INDUSTRY IN THE YEARS AHEAD.

Saibal Chandra PalCompany Secretary cum Vice President (Legal), SMIFS Capital Markets Limited

Saibal2004@rediffmail.com

market leadership to maximize benefits fromthe market for their progress. The Actprohibits anti-competitive agreements andabuse of dominant position by enterprisesand regulates combinations which includemergers, amalgations and acquisitions thuslaying down certain practices from whichenterprises shall have to keep away.Enterprises not following the law oncompetition will have to face penalty whichwill thwart activities and operation in themarket.

2. Transfer of pending cases before MRTPCommission and applicability of repealed MRTPACT in such cases.

2.1. With the notification date 28th August,2009all pending cases with the MRTPCommission relating solely to unfair tradepractices shall stand transferred to theNational Commission as constituted underthe Consumer Protection Act,1986(‘CPA’)which may in turn transfer such cases to aState Commission constituted under the saidAct as deemed appropriate. Such transferredcases will be dealt by the Commissionaccording to the provisions of the CPA.

2.2 Cases of false or misleading facts,disparaging the goods, services or trade ofanother person pending under the MRTPAct shall be transferred to CAT however,the transferred cases will be dealt inaccordance with the provisions of therepealed MRTP Act.

2.3 Investigations/proceedings undertaken by theDirector General under the MRTP Actrelating to : (i) Monopolistic/restrictive tradepractices will be transferred to the CCI whomay conduct such investigations/proceedingsin any manner it deems appropriate.(ii)Unfair trade practices will be transferred tothe National Commission under the CPA;(iii)cases giving false or misleading factsdisparaging the goods, services or trade ofanother person will be transferred to theCCI.

2.4 The provisions of the law for the transitionfrom the MRTP regime to CCI regime isclear to avoid ambiguity.

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3. Provisions on Combinations (Mergers,Amalgamations and Acquisitions)

Provisions relating to Mergers and Acquisitionstermed as combinations are covered by ss 5 and6 of the Competition Act. The provisions dealwith regulation of combinations. However, thesections have not made operative as yet. Date ofimplementation of the said provisions have sofar not been announced by MCA. This being acritical area it is considered prudent to graduallyimplement the provisions once the otherprovisions of the Competition Act are observed.

4. The Competition Act,2002 as amended in 2007

4.1 India enacted its first anti-competitivelegislation in 1969 known as theMonopolies and Restrictive Trade PracticesAct, 1969 to provide that the operation ofthe economic system does not result in theconcentration of economic power to thecommon detriment, for the control ofmonopolies, for the prohibition ofmonopolistic and restrictive trade practicesand for matters connected therewith orincidental thereto. The scope of MRTP wasfound to be inadequate considering thechanging world trade scenario. Consideringthe fact, the Indian Government formed aCommittee on Competition Policy and Law(the Raghavan Committee) to advise oncompetition law. Based on therecommendations of the RaghavanCommittee the Government enacted theCompetition Act, 2002 which came intoeffect from 13 th January, 2003.TheCompetition Act was enacted to provide,keeping in view of the economicdevelopment of the country, for theestablishment of a Commission to preventpractices having adverse effect oncompetition, to promote and sustaincompetition in markets, to protect theinterests of consumers and to ensurefreedom of trade carried on by otherparticipants in markets, in India, and formatters connected therewith or incidentalthereto. The Act was implemented in stageson 31st March, 2003, 19th June, 2003, 14th

October, 2003 and 28th August, 2009. TheAct was amended by the Competition(Amendment) Act, 2007 with effect from 25th

September, 2007.

4.2 The Competition Act defines dominance ordominant position in terms of a position ofstrength enjoyed by an enterprise, in

relevant market in India, which enables itto: (i) operate independently of thecompetitive forces prevailing in the relevantmarket; or (ii) affect its competitors orconsumers or the relevant market in itsfavour. It is the ability of the enterprise tobehave/act independently of the marketforces that determines dominant position. Ina perfectly competitive market no enterprisehas control over the market, especially inthe determination of price of the product.Each enterprise is a price taker. However,perfect market conditions do not obtainreality. Keeping this in view, the Actspecifies a number of factors that should betaken into account while determiningwhether an enterprise is dominant.

4.3 MRTP Act did not address all the abuse ofintellectual property rights which aremonopoly rights for limited period of time.Competition Act has exempted intellectualproperty rights(IPRs) from the coverage ofthe rigours of S 3 related to anti-competitiveagreements, no such derogation is availablein case of abuse of IPRs by right holders,in respect of specific abusive acts.(S 4).

S 28 empowers CCI to direct division of anenterprise enjoying dominant position toensure that such enterprise does not abuseits dominant position.

4.4 The Act prohibits anti-competitiveagreements including cartels, abuse ofdominant position, regulates combinationswhich includes mergers, amalgations andacquisitions. An anti-competitive agreementis an agreement having appreciable adverseeffect on competition. Anti-competitiveagreements may include,but not limited to:(i) Horizontal Agreements to : (i) fix prices;(ii) limit production and/or supply;(iii)allocate markets; and (iv) bid rigging orcollusive bidding. (ii) Vertical Agreementsincluding: (i) conditional purchase/sale (tie-up arrangemetnt); (ii) exclusive supplyarrangement; (iii) exclusive distributionarrangement; (iv) refusal to deal; and (v) re-sale price maintenance.

5. Competition Commission of India (CCI)

Vide notification dated 14th October, 2003 CCIwas established with head office at New Delhi.Consequently, CCI could not be made functionalas a writ petition was filed before the SupremeCourt. The petition was heard and whiledisposing of the petition on the 20 th January,2005, the Apex Court held that if an expert body

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is to be created by the Union Government itmight be appropriate for the government toconsider the creation of two separate bodies, onewith expertise for advisory and regulatoryfunctions and the other for adjudicatoryfunctions based on the doctrine of separation ofpowers recognised by the constitution. Keepingin view the judgment of the Supreme Court, theCompetition (Amendment) Bill, 2006, a MoneyBill within the meaning of Article 110 of theConstitution was introduced in the Lok Sabhaon the 9th March,2006. Under Article 117(1) readwith (3), the Bill was referred for examinationand report to the Parliamentary StandingCommittee and taking into account the report ofthe Parliamentary Standing Committee theParliament passed the Bill and the Presidentassent was received on 25th September, 2006.

6. Salient features of Competition(Amendment)Act,2007

Amendments to the Act through the Competition(Amendment) Act, 2007 pertaining to CCI/Commission are as follows:

(i) CCI shall be an expert body with functionsof a market regulator for prevention andregulation of anti-competitive practices in thecountry in accordance with the Act. Itwould also have advisory and advocacyfunctions in its role as regulator.

(ii) Mandatory notice is required to be servedon the Commission for merger orcombination by a person or enterprisewithin thirty days. Commission shall havepower of imposing penalty of upto one percent of the total turnover or assets,whichever is higher, on a person orenterprise which fails to give notice ofmerger or combination to the Commission asper the provisions of the Act.

(iii) CAT shall be established which shall be a 3member quasi judicial body headed by aperson who is or has been a judge ofSupreme Court or the Chief Justice of aHigh Court. CAT shall hear and dispose ofappeals against direction issued or decisionmade or order passed by the Commission.

(iv) CAT shall adjudicate claims oncompensation and passing of orders for therecovery of compensation from an enterprisefor loss or damage suffered as a result ofany contravention of the provisions of theAct.

(v) Orders of CAT shall be implemented as adecree of a civil court.

(vi) Filing appeal against orders of the CAT shallbe to the Supreme Court.

(vii) Imposition of penalty by the Commission forcontravention of its orders and in certaincases of continued contravention a penaltywhich may extend to Rs 25 crores orimprisonment which may extend to 3 yearsor with both as the Chief MetropolitanMagistrate, Delhi may deem fit and mayimpose.

(viii) MRTP Commission will continue upto twoyears after constituting CCI for tryingpending cases under the MRTP Act afterwhich it would stand dissolved. MRTPCommission shall not entertain any newcase after the CCI is duly constituted. Casesremaining pending after 2 years periodwould be transferred to the CAT or theNational Commission under the CPAdepending on the nature of cases.

The announcement of MCA on 28th August 2009on the operation of CCI from 1st September,2009is on the above lines.

7. Anti-competitive agreements and regulations oncombinations

Ss 3 to 6 under Chapter II of the Act is thesubstantive portion of the Act and restricts: (i)anti-competitive agreements,(ii) abusive dominantposition, (iii) combination, and (iv) regulation ofcombinations. Under the provisions, anticompetitive agreements are restricted and noenterprise or association of enterprises or personsshall enter into any agreement in respect ofproduction supply, distribution, storage,acquisition or control of goods or provision ofservices which cause or is likely to cause anappreciable adverse effect on competitiveagreement. However, pursuant to section 3(5) ofthe act the provisions do not cover the followingagreements/restrictions/protections:

i) protection of right in respect of thefollowing intellectual property rights :

(a) the Copyright Act,1957;

(b) the Patent Act,1970

(c) the Trade Mark Act, 1999

(d) the Geographical Indication RegistrationAct, 1999

(e) The Design Act, 2000;and

(f) The Semi- Conductor Integrated CircuitsLayout Design Act, 2000.

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ii) the right of any person, export of goodsfrom India to the extent to which theagreement relates exclusively to theproduction, supply, distribution or controlof goods or provision of services for suchexport.

8. Discussion on the provisions of Competition

8.1. The Competition Act discards the concept ofdominant undertaking which was includedin the MRTP Act. It provides that an entityhaving dominant position is not per se badunless such dominance is declared illegal asper the Act. Dominance is said to beabused when there is an appreciable adverseeffect on competition due to an actionundertaken.

8.2. The Competition Act regulates the operationand activities of combination, a term whichcontemplates acquisitions, merger, jointventure, take-over or amalgamation. Noperson or enterprise shall enter into acombination to cause an appreciable adverseeffect on competition within the relevantmarket in India and a combination ofenterprises causing adverse effect oncompetition shall be void and the enterprisewill have to face penalty as per the Act.Combination has a wide meaning andincludes acquisition of shares, acquisition ofcontrol by an enterprise over another andamalgamation between or amongstenterprises. Combination that exceeds thethreshold limits specified in the Act interms of asset or turnover which causes oris likely to cause an appreciable adverseeffect on competition within the relevantmarket in India, can be scrutinized by theCommission.

9. Combination

9.1 In the case of combination, the thresholdlimits are :

(i) Joint assets of the enterprises of thevalue of more than Rs 1000 crore orjoint turnover is more than Rs 3000

crore. In case either or both of the

enterprises have assets/turnover in and

outside India then the joint assets of

the enterprises value more than USD

500 million including at least Rs 500

crore in India or turnover is more than

USD 1500 million including at least Rs

1500 crore in India.

(ii) Joint assets of enterprises of the value

of more than Rs 4000 crore or joint

turnover is more than Rs 12,000 crore,

if the party being acquired or remaining

after merger or created as a result of

amalgamation belongs to a group. In

case such party has assets/turnover in

and outside India, then the joint assets

of the group value more than USD 2

billion, including at least Rs 500 crore

in India or turnover is more than USD

6 billion including at least Rs 1,500

crore in India.

9.2 Any firm proposing to enter into a

combination, may, at its option, notify the

Commission in the specified form disclosing

the details of the proposed combination

within 7 days of such proposal.

10. Procedure of Investigation by CCI.

10.1 If CCI is of the opinion that a combination

is likely to cause or has caused adverse

effect on competition, it shall issue a notice

to show cause the parties as to why

investigation in respect of such combination

shall not be conducted. On receipt of the

response from the party, if CCI is of the

prima facie opinion that the combination

has or is likely to have appreciable adverse

effect on competition, it may direct

publication of details inviting objections of

public and hear them, if considered

appropriate. It may invite any person likely

to be affected by the combination to file his

objections. CCI may also enquire whether

the disclosure made in the notice is correct

and the combination is likely to have an

adverse effect on competition. The

Commission shall approve the combination

if no appreciable adverse effect on

competition is found. It shall disapprove of

combination in case of appreciable adverse

effect on competition. CCI may propose

suitable modification as accepted by the

parties.

10.2 During the course of any proceeding beforethe CCI, the Central Government may makea reference for opinion if any party raises anissue that the decision of the authority islikely to be contrary to the provision of theCompetition Act,2002 as amended in 2007.The Central Government in formulation ofpolicy relating to competition may seekopinion of the CCI. On reference, CCI is

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mandatorily required to give its views

within 60 days.

11. Government Clarification

Formation of CCI has caused the Government to

clarify to the various queries raised on

combination as the business circles opine that

there is likely to be curbs by the Government on

enterprises. The Government was quick in

clarifying that 90 per cent of mergers and

acquisitions deals for the enterprises falling

within the brackets stated would be cleared

within two months as against the 210 days

period provided in the Act. MCA has said that

only in 5 to 10 per cent of the cases, CCI

would require additional time in the larger

interest of the country, to investigate the anti-

competitive practices.

12. Opinions on the restrictions on combinations

12.1 Views expressed during the phase of

implementation of the Act include fear that

the Competition Act would impede M&As.

It is felt that the current provisions of the

Act will kill all M&A deals falling in its

ambit, hamper FDI inflow and affect the

growth of the economy in general. It is

expected to result in loss of transactions,

delay the opportunities for absorption of

advanced technologies and growth.

12.2 MCA have clarified time and again that the

objective of the CCI is to check the

monopolistic and restrictive trade practices

followed by certain industries through illegal

tie-ups and M&As.

12.3 Study done by Grant Thornton, a

consultancy firm, has found that the value

of domestic M&A deals declined during the

year 2007 although cross border M&A deals

hit a new high in the same year. Value of

domestic deals declined from USD 6.9

billion in 2005 to USD 4.99 billion in 2006

and to USD 2.83 in 2007 even though the

volume increased has 151 deals in 2005 to

214 deals in 2006 and to 313 deals in 2007

the study said. Deals further declined during

2008 and 2009 due to the world financial

crises which hit enterprises resulting in a

spate of bankruptcies.

13. The Competition Act and Role of Company

Secretary

13.1 The efficacy of the Act will be seen in its

implementation and show whether the Act

implemented replacing MRTP Act is in the

right direction for the economy. When an

enterprise takes certain steps to ensure that

knowingly or unknowingly it does not

infringe the provisions of the Act, it can be

stated to maintain a ‘Competition

Compliance Programme’ (‘CCP’). A CCP

should include the under mentioned three

main objectives:

(i) prevent violation of the Competition

Act, rules, regulations and orders made

there under ;

(ii) promote a culture of compliance; and

(iii) encourage good corporate citizenship.

13.2 As the consequences of non-compliance

may be serious, enterprises are expected to

have in place their compliance programs so

as to avoid violation of the provisions of

competition law and promote the culture of

compliance down the line. For effective

compliance of the enactment a Compliance

Officer with appropriate delegation of

authority be appointed to ensure CCP. The

Compliance Officer should preferably be an

independent professional with expertise and

core competency in compliance management.

13.3 With a CCP in place in an enterprise there

is limited chance of violating the provisions

of competition law. An efficient CCP in

place may reduce the severity of

punishment that may be inflicted on an

enterprise for violation. An enterprise will

look forward to the Company Secretary to

guide the management in devising and

implementing the CCP to meet the

challenges to be faced by an enterprise with

the CCI coming into operation to foster

growth by check unethical practices in

business. Corporate India has yet thrown

another challenge to Company Secretaries!

���

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TAKEOVER CODE- A needed refinementB. Renganathan — Vice President - Corporate Affairs & Company Secretary, Edelweiss Capital

Archana Khemka — Practicing Company Secretary

India Inc has been witnessing a lot of M & A deals

since the beginning of this decade. There is a need to

encourage such transactions and the regulations

pertaining to M & As have to facilitate such deals.

SEBI’s move to review the Takeover Code and the

constitution of the Takeover Regulations Advisory

Committee is timely. Some of the areas which could be

considered are being highlighted in the wake of the

recent takeover games in the corporate field.

The recent competitive bids by ABG Shipyard

Ltd.,(ABG) and Bharti Shirpyard Ltd.(BSY), to acquire

the shares of Great Offshore Ltd.,(GOL) have thrown

different facets of the Takeover code which SEBI will

factor while refining the code in the current business

environment. Some of such areas are:

a) Acquisition through pledge of shares:

BSY invoked(in one tranche) the shares pledged

with it by the erstwhile promoters of GOL and

made an open offer. Reg 7 of the SEBI (Substantial

Acquisition of shares and Takeovers-SAST requires

disclosure at three stages viz., at 5%, 10% and

14%. However acquiring shares in one tranche by

invoking pledge may lead to a spurt of takeovers

through ‘non cash deals’, if adequate disclosure is

not made promptly. Presently, the details of the

pledgees are not required to be shown under Reg

8A of SAST.

SEBI can consider certain disclosure requirements

especially when open offer limits get triggered on

account of invocation of pledge. This will indicate

a fair idea to the minority shareholders about the

developments in the target company.

While going through the present case in its entirety,

one gets an impression — whether Bharti was

acting as a White knight?

b) Disposal of shares by the acquirer before the Open

offer:

ABG the second bidder disposed off the entire

holding (8.3% of shares ) a day before the

commencement of the offer period. In the absence

of any restrictive provision in this regard,

undertaking such kind of transaction needs to be

examined from the minority shareholders’ point of

view. The bidder never had the intention to take

control. The bidder could have been directed to

issue a public notice explaining the rationale for

disposal of the holdings. Certain obligations can be

cast on the acquirer from indulging in such acts.

An ironical situation in this case- despite the saleof the entire stake befoe the open offer, the acquirerhad to complete the Open Offer. Reg 27 of SASTpertaining to withdrawal of offer could be revisitedto factor this kind of situation. Incidentally 15% ofthe shares were tendered in favour of ABG in theopen offer. The cost of investment may be hugedrain of the resources –happening at the expenseof the shareholders.

c) Acquisition and control: Reg 11 is primarily meantfor a person who is in control of the company toconsolidate his holdings. In the case on hand,there has not been a identifiable promoter sinceMarch 2009 . Hence SEBI’s insistence on BSY tomake another offer under Regulation 12 is laudable.( ABG was not directed to make an offer under Reg12 ???). Apart from being identified as a promoter,there are other restrictions in the Code, ifacquisition is made without management control.

Disclosure norms for dealing with cases pertainingto acquisition of shares of a non-identifiablepromoter company may be introduced. In thepresent case, the consent of the lenders of thetarget company was required for change of control.This also casts a greater due diligence on themerchant bankers.

d) Inflection Point: There is a school of thought thatthe minimum threshold limit for Open offer at15% should be increased to 26% —[30%(U.K) or35% ( S.Africa)]. This would also encourage moreFDIs through private equity, especially when theirintention is not to gain control. The increasedtrigger limit would also ensure better managementdeterring hostile takeovers. Further, the Regulatorscould also examine “poison pill”, sort of covenantsto defend disruptive hostile bids.

e) Mandatory minimum offer: The latent threat oftakeovers in a well functioning market cansignificantly improve corporate governance,managerial and allocative efficiency. The Indianmarket lacks such a threat. Hence, the acquirershould be required to make an offer for the entireoutstanding shares rather than the existingrequirement of 20%. This would benefit all theshareholders to exit and also prevent thwart coverttakeovers.

Conclusion: Revamping the takeover code should beaimed to facilitate M & A activities within the rules offair play. The code should be seen to be fair topromoters, investors and the acquirers. Takeovers willdefinitely improve utilization of the economy’sproductive assets.

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SECRETARIAL RECORDS MAINTENANCECompanies Act, 1956 v. Companies Bill, 2009

By M/s. Makarand M. Joshi & Co., Practicing Company Secretaries

Introduction

In this article we are trying compare provisions under the Companies Act, 1956 and Companies Bill 2009 withrespect to secretarial records. From the comparison it appears that there are lot of provisions which would beprescribed by Central Government separately.

S. No CONDITIONS PREVAILING PROVISIONS PROPOSED PROVISIONS REMARKSOF COMPANIES OF COMPANIESACT, 1956 (AMENDMENT) BILL 2009

1. Definition of Book and “Includes books of account, Include books of account, As per the new definitionPaper and Book or paper deeds, [vouchers], writings, deeds, vouchers, writings, minutes and registers

documents. (Section 2(8)) documents, minutes and maintained on paper or inregisters maintained on electronic form now form apaper or in electronic part of book and paperform (Clause 2(m))

Maintenance of Minutes of General Meetings, Board meetings & Committee meetings

2. Time frame for Within 30 days from the Time Frame is yet to be The Central Governmentpreparation of date of conclusion of prescribed by the Central will provide for thatminutes every such Meeting. Government. (Clause 107) separately.

(Section 193)

3. Manner of By making entries thereof in Manner is yet to be The Central Governmentmaintaining minutes books kept for that purpose prescribed by the Central will provide for that

with their pages Government. (Clause 107) separately, giving moreconsecutivelynumbered. freedom in light of frequent(Section 193) changes in technology

4. Signature requirements Board meeting & Committee Signature requirement is The Central Governmenton minutes meetings – Chairman of same yet to be prescribed. shall have power to provide

meeting or next meeting (at (Clause 107) for that separately.the next meeting)Generalmeeting – Chairman of samemeeting (within 30 days)(Section 193(1A))

5. Penalty for default in The Company, and every The Company shall be The amount of penalty hascomplying with the officer of the Company who liable to a penalty of been increased. It is anprovisions relating is in default, shall be Rs. 25,000/- and every effort to give moreto minutes punishable with fine which officer of the company importance to maintenance

may extend to Rs. 500/- who is in default shall of minutes(Section 193(6)) be liable to a penalty of

Rs. 5,000/-(Clause 107(11))

6. Time allowed for Time allowed for inspection Time allowed for inspection Inspection of minutes ofinspection of Minutes shall be not less than 2 hours shall be not less than 2 General meeting by aof General Meeting in each day (Section 196(1)) hours in each business day member can be done onlyby a member (Section 196(1)) on a business day.

7. Copies of Minutes of Copy of minutes is to be Copy of minutes is to be Time for furnishing a copyGeneral Meeting furnished to a Member within furnished to a Member is changed from 7 days to 7

7 days after he has made a within 7 working days after working daysrequest in that behalf to the he has made a request inCompany. (Section 196(2)) that behalf to the

company. (Clause 108(2)

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S. No CONDITIONS PREVAILING PROVISIONS PROPOSED PROVISIONS REMARKSOF COMPANIES OF COMPANIESACT, 1956 (AMENDMENT) BILL 2009

8. Refusal for Inspection The Company, and every The Company shall be The amount of penalty hasof Minutes of General officer of the Company who liable to a penalty of been increased. It is anMeetings by members is in default, shall be Rs. 25,000/- and every effort to safeguard the

punishable with fine which officer of the company rights of members.may extend to Rs. 5,000/- who is in default shall(Section 196(3)) be liable to a penalty of

Rs. 5,000/- (Clause 108(3))

Register of Members, Debenture holders and any other security holders

9. Form and manner of The form and manner of These registers shall be The Central GovernmentMaintenance of maintenance of these registers maintained in the form has been given freedom toRegisters has been given in the and manner prescribed. prescribe the form and

Companies (Issue of Share manner of maintenance ofCertificate) Rules Registers.

10. Penalty for non- 1. Register of members - fine All registers and indexes - Penalty has been madecompliance with of Rs. 500/- for every day the Company shall be stringent. This is an effortprovisions relating to during which the default liable to a penalty of to emphasize theRegister & index of continues.2. Index of Rs. 10,000/- and every importance of Registers &members and of members, Register and Index officer of the company Indexes.debenture holders of debenture holders - fine who is in default shall be

of Rs. 500/- (Section 151 & liable to a penalty of152) Rs. 5,000/- (Clause 78)

11. Notice for closing It is to be given by way of The manner of issuing The Central Government isregister of members advertisement in the notice is yet to be given freedom to prescribeand debenture holders newspaper, at least 7 days in prescribed. However, the the manner of giving notice

advance (Section 154). length of notice should for closing of register ofnot be less than 7 days. members and debenture(Clause 81) hodlers.

12. Place other than At any place other than At any place other than A restriction has been putRegistered office for registered office if it is registered office where on the other place forkeeping register of approved by special more than one-tenth of keeping registers, as it ismembers, and copies resolution (Section 163) total members reside, if now limited to a placeof annual returns, approved by special where more than one-tenthdebenture holders and resolution. (Clause 83) of total members reside.any other securityholders

13. Inspection of Register The Act provides for imposing The Bill does not provide As per the Bill theof Members, Debenture reasonable restrictions so that for any such reasonable company shall not haveholders etc. time not less than two hours restrictions. power to impose reasonable

a day is allowed for inspection. restrictions with regard toinspection.

14. Penalty for Refusal or The Company, and every The Company and every Amount of fine has beendefault in case of officer of the Company who is officer of the company increased, with a view toinspection in default, shall be punishable, who is in default shall safeguard the interest of

in respect of each offence, be liable, for each such members and debenturewith fine which may extend to default, to a penalty of holders.Rs. 500/- for every day during Rs. 1000/- for every daywhich the refusal or default during which the refusalcontinues. (Section 163) or default continues but

not exceeding Rs. 1 lakh.(Clause 83)

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S. No CONDITIONS PREVAILING PROVISIONS PROPOSED PROVISIONS REMARKSOF COMPANIES OF COMPANIESACT, 1956 (AMENDMENT) BILL 2009

Register of Charges

15. Form and manner of The Act specifies the form and The Form and manner of The Central Governmentmaintenance manner of maintaining the maintaining the register of has freedom to prescribe

Register of Charges and also charges and particulars to the Register of Charges tothe particulars to be included be included therein shall be maintained by thetherein (Section 143) be prescribed. (Clause 76) Company.

16. Inspection of Register Reasonable restrictions for The Company, in its Reasonable restrictions forof Charges inspection of register of charges articles, can impose inspection of register of

can be imposed by the reasonable restrictions for charges shall now be ascompany in general meeting inspection of register contained in the articles(Section 144) of charges. and not as imposed by in

the general meeting.It means Special Resolutionis required for suchimposition.

Register of Directors & Key Managerial Personnel and their shareholding

17. Register of Directors & Register of Directors & their The Bill provides for Register of Directors & theirKey Managerial Person shareholding to be maintaining a Register shareholding shall now(KMP) and their maintained. There is no of Directors & Register include details of KMP also.shareholding provision for register of of KMP and their

KMP and their shareholding (Clause 151)shareholding. (Section 303)

18. Register of Directors The Act specifies the The Bill does not provide Particulars to be included inand their Shareholding particulars to be included for the same. the registers shall be

in the registers prescribed by the CentralGovernment separately.

19. Register of Directors The Act specifies the The Bill does not provide Particulars to be included inShareholding particulars to be included in for the same. the registers shall be

the registers prescribed by the CentralGovernment separately.

20. Inspection of Register of Open for inspection by any Open for inspection at The time frame allowed forDirectors & KMP member or debenture holder, all times during inspection by the membersShareholding for a period beginning 14 days business hours. or debenture holders has

before the date of the (Clause 152) been increased excessively.Company’s annual Generalmeeting and ending threedays after the date of itsconclusion.(Section 307(5)(a))

21. Penalty for non- Specific penalties provided No specific penalties General punishmentcompliance or refusal for not maintaining the provided for not penalizing the Companyto inspection registers or refusal for maintaining the and every director or

inspection(Section 307) registers or refusal employee in default, notfor inspection less than Rs. 1 lakh and(Clause 152) upto Rs. 2 lakh is

applicable (Clause 153)

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S. No CONDITIONS PREVAILING PROVISIONS PROPOSED PROVISIONS REMARKSOF COMPANIES OF COMPANIESACT, 1956 (AMENDMENT) BILL 2009

Register of Investments, Loans and Guarantee

22. Register of Investments, Section 372A(5) of the Act As per Clause 164(8) of the The Central Government isLoans and Guarantee provides for the particulars Bill, the manner of free to prescribe the

to be included in the register maintenance of register as particulars to be entered inas well as the manner in well as the particulars to the said Register.which it is to be maintained be entered therein shall

be prescribed

23. Register of Investments Section 49(7) of the Act provides As per Clause 165(3) of The Central Government isfor the particulars to be the Bill, the manner of free to prescribe theincluded in the register as well maintenance of register particulars to be entered inas the manner in which it is to as well as the particulars to the said Register.The Billbe maintained.Such register be entered therein shall does not provideshall be kept open for be prescribedThe Bill specifically for theinspection for atleast 2 hours allows the company to requirement of atleast 2each day impose any reasonable hours each day for

restriction with regard inspection.to inspection

24. Books of Accounts The Act has laid down the No format or manner has The Central Governmentformat in which the Profit been given in the Bill. shall prescribe the format ofand loss account, balance (Clause 116 & 117) books of account.sheet is to be made.(Schedule VI)

25. Persons responsible for Under the Act, the Managing As per the Bill following The Company Secretary isnon-compliance of book Director or manager and all persons shall be not considered responsiblekeeping and accounting officers and other employees responsible for non- for non-compliance inprovisions of the company or where compliance of book maintaining proper books

there is no manager or keeping and accounting of accounts, as he is notmanaging director then every provisions; 1. Managing required to sign thedirector of the company will director 2. Whole-time financials (Clause 120)be held responsible for director in charge ofnon-compliance of book finance 3. Chiefkeeping and accounting financial officerprovisions. (Section 209(6)) 4. Any person

authorized by theboard for complianceof these provisions.(Clause 117(6))

Register of Contracts or arrangements

26. Register of Contracts The Act provides for the The Bill provides for The particulars to beor arrangements particulars to be entered in the maintenance of Register entered and the time period

register in respect of contracts of contracts where for making entry is to bewhere Directors are interested, Directors, deemed directors made in the register shall beas well as the time within or KMP are interested. separately prescribed by thewhich the entries are to (Clause 167) Central Government.be made. (Section 301)

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Details of Donation Received Towards ICISI-WIRC-building Fund asOn 14th January,2010

S.NO NAME PARTICULARS AMOUNT

1 MR. MAHESH A ATHAVALE PARTNER,KANJ & ASSOCIATES,PUNE 7,000

2 MR. M.B. KASODEKAR PARTNER,M.R.M. ASSOCIATES 10,000

3 MR. M.B. KASODEKAR PARTNER,M.R.M. ASSOCIATES ) PUNE

4 MR. MAKARAND LELE PARTNER,M.R.M. ASSOCIATES ) PUNE 45,000

5 MR. L.H. KHILNANI COMPANY SECRETARY, JYOTI STRUCTURES LIMITED, MUMBAI 25,000

6 MR.RAKESH PURI 8,AMAR MANDAR,GOREGAON WEST,MUMBAI 21,000

7 MR.MANISH R. PATEL SHRI AMBICA SAW MILL,BILIMORIA 1,000

8 MS. JAYSHREE S. JOSHI JAYSHREE DAGLI & ASSOCIATES,MUMBAI 25,000

9 MR. ASHISH GARG PRACTIISING COMPANY SECRETARY, INDORE 25,000

10 MS. RAGINI CHOKSHI RAGINI CHOKSHI & ASSOCIATES,MUMBAI 51,000

11 MR. V.S. KHANVALKAR PARTNER,KANJ & ASSOCIATES)PUNE

12 MR. VIKAS Y. KHARE PARTNER,KANJ & ASSOCIATES),PUNE 50,001

13 MR. JATIN C. DESAI 403,CHANDUNIWAS CO.OP.HSG.SOC.,B.P. ROAD, BHAYANDAR (EAST),THANE - 401105 1,000

14 MR. GIRISH V. THAKKAR PRACTISING COMPANY SECRETARY,102, CHINUBHAI TOWER.OPP. HANDLOOM HOUSE,ASHRAM ROAD,AHMEDABAD-380009 10,000

15 MR. S.N. ANANTHASUBRAMANIAN PROPRIETOR,S.N. ANANTHASUBRAMANIAN & C0,THANE 100,000

16 MR. PRADIP CHIMANLAL SHAH 218,VEENA CHAMBERS,21, DALAL STREET, FOR, MUMBAI - 400 023 11,000

17 MR. SHRIKANT DEV COMPANY SECRETARY,CRISIL LIMITED,MUMBAI 5,000

18 MR. SANJAY S. GAGGAR HURIX SYSTEMS PVT. LTD,MUMBAI 5,000

TOTAL 392,001

A special pooja was organised on 18th December, 2009A special pooja was organised on 18th December,2009 to commemorate the acquisition of additional office premises (approx 2400

sq.ft) at Jolly Maker Chambers II (56 and 57). The pooja held in traditional style to propiate the Almighty’s blessings was

performed by Shri.Datla Hanumanta Raju and Shri.S.N.Ananthasubramanian. Several members of the Central and Regional Council

were present on the occasion. After the conclusion of the pooja a special plaque was unveiled by Shri.Datla Hanumanta Raju in the

presence of Shri.Vinayak Khanwalkar,Shri.N.K.Jain,Shri.S.N.Ananthasubramanian,Shri.Atul Mehta and a host of other dignitaries and

well-wishers.

Special function to felicitate the President, members of the Central and Regional Council

On the evening of the same day, a special function to felicitate the President, members of the Central and Regional Council, and

all those who supported ICSI-WIRC towards this accomplishment were also felicitated. Mr.Ashish Jaipuria, the then owner of the

premises was also present on the occasion. Several members were present at the function which was addressed by the President

and other dignitaries.

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Puja for Inauguration of Building in the early morning on 18th December

Pujari, Shri S. N. Ananthasubramanian,Shri Hariharan, Shri Hanumanta Raju

Shri Nesar Ahmed, CCM, Shri Makarand Lele, Secretary,WIRC, Shri N. K. Jain, Secretary & CEO, ICSI

Shri Ashish Doshi, Shri Atul Mehta,Shri Vishvesh Vachhrajani

Inauguration at WIRO

Felicitation & Inauguration at Maharashtra Chamber of Commerce

Inauguration & Feliciation

Inauguration at WIRO

Inauguration at WIRO

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Invitation : Articles for WIRC Publication

WIRC intends to publish books and research papers on several themes like corporate

governance, implications of IFRS, IPR, securities laws, due diligence, LLP , Foreign

Collaboration, Raising Capital from Overseas Market and others. The books will contain a

collection of suitable articles, contributed by members and special guests and will be

edited by a senior member, an Expert in each of the particular field. So, council sincerely

requests you to forward your articles to wiro@icai.edu

ROC COLUMNAt the outset I wish all my Professional friends a very Happy and Prosperous New Year 2010. It is our

hope and expectation that the year 2010 will witness the successful passing of the Companies Bill 2009.

It is also expected of us to carry forward the objectives declared by the Ministry of Corporate Affairs

while celebrating the India Corporate Week in the third week of December 2009. The twin objectives of

India Corporate Week were, firstly the attainment of good Corporate Governance and secondly the

fulfillment of Corporate social responsibilities. The Company Secretaries have significant role to play in both

these areas for achieving the desired objectives. The primary concern of the Ministry of Corporate Affairs

has been to achieve best compliance which is the cornerstone of good Corporate Governance. It has been

the experience of this office that the best compliance is conspicuously absent as evident from fact that

66024 numbers of companies have not filed B/S and A/Rs for the year 2008-09. This perennial problem

has been continuing for several years up till now and it has been one of the primary concerns of the

Ministry of Corporate Affairs.

The second area is imperfect compliance. Though the companies filed the A/Rs and B/S along with e-

forms 23 AC/23ACA and 20B, in large number of cases, it has been found that the e-form 23AC/23ACA

do not contain proper attachments. The Auditors and Directors’ report, the Schedule to Balance Sheet and

Profit and Loss Account, Notes on Accounts etc. are not properly attached to those e-forms. There are

also several cases where the attachments are not readable. Such in complete compliance defeats the very

purpose of filing A/R and B/S. The STP (Straight Through Process) permitted for filing A/R and B/S has

also been defeated because of such irresponsible filings. Apart from this, it has also been found in many

instances that the details furnished in e-forms 23AC/23ACA did not match with the information/details

given in the attached B/S and Profit and Loss Account etc. Some columns in the e-forms have also been

left blank. For instance though the Statutory Auditors have qualified the reports, the relevant column in

the e-form 23AC relating to adverse remark of Auditors have not been filled up with details of the remarks

of Statutory Auditors. Even in cases where the e-forms have been certified by the Practicing Company

Secretaries/Company Secretaries, they are found to have such defects. Therefore, it is imperative that

before certification of e-forms by the Practicing Company Secretaries/Company Secretaries it is necessary to

ensure that due compliance in terms of filling up of the columns of e-forms, correctly with proper

attachments etc. have been secured.

Once again I take this opportunity to wish all Professional friends, an year of best compliance in 2010.

(HENRY RICHARD)

REGISTRAR OF COMPANIES

MAHARASHTRA, MUMBAI.

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NEWS FROM WIRCAND CHAPTERSWIRC REPORT:

WIRC was proud to host ICSI National Award ForExcellence In Corporate Governance 2009

Press release available in the ICSI website

CS quartet: a CS conference on the theme onCorporate Governance, Present to Future inMumbai on January 16.

Preamble:

According to Ministry of Corporate Affair, theministry will bring out a mandatory corporategovernance code after one year, which would be amix of corporate governance voluntary guidelines -2009 and recommendations of India Inc. The‘Corporate Governance -Voluntary Guidelines 2009’,being proposed for voluntary adoption by theCorporate Sector have taken into account therecommendations of the Task Force set up byConfederation of Indian Industry (CII) underchairmanship of Shri Naresh Chandra in February,2009 to recommend ways to further improvecorporate governance standards and practices andthe recommendations of the Institute of CompanySecretaries of India for strengthening corporategovernance framework. The recommendations ofthis Task Force were placed on the Ministry’swebsite for wide stakeholders consultations.

CS quartet: a CS conference on the theme onCorporate Governance, Present to Future inMumbai on January 16.

The four regional councils of institute of companysecretaries, for the first time ever, organized aunique programme called CS quartet: a CSconference on the theme on Corporate Governance,Present to Future in Mumbai on January 16.

Inaugural Session

The session was chaired by Dr. S D Ishrani, aCompany Secretary in Practice, the chief guestbeing Shri Ghanshyam Dass, a Central CouncilMember (Govt nominee) of the institute and a

senior advisor of KPMG. The dais was shared byShri Atul Mehta, Chairman of western Indiaregional council and a Practicing CompanySecretary, Shri Ashok Pareek, chairman of easternregional council and executive director of SREI,Shri GopalKrishna Hedge, Chairman of southernregion and Director Finance, Trident Power Project,Shri Anantasunramanian the chairman of center forcorporate governance, research and training(CCGRT) and a company secretary in practice, andShri Makrand Lele, secretary, western regionalcouncil and a company secretary in practice.

In the inaugural session, the chief guest, ShriGhanshyam Dass, in his keynote addresshighlighted the value of a supportable and asupportive governance framework for thecorporate. The chairman of the session, He alsoadmired many Indian Companies for being SOXcompliance without any formal obligation for beingso. Shri S D Ishrani supported the view, earlierexpressed by Shri Gopalkrishna Hegde and ShriAshok Parekh that individual core values andintegrity is the fundamental basis for goodgovernance. 1st technical session on corporategovernance. Atul Mehta spoke on what and whyof MCA’ corporate governance framework.

1st technical session on corporate governance

The session was chaired by Shri Ashok Parekh, andthe speakers for the session were ShriAnantasubramanian and Shri Rammohan Bhave, anEx CFO of Mittal Steel and a reputed CS member.Shri Ananatasubramaniun explained the keyimplications of the draft particularly providingfocus on independent director. He eloquentlyexplained many ramifications of the draft like :according to the draft: individual may not remainan independent director in a company for morethan six years, though currently, no such limitexists for independent directors under theCompany’s Act, 1956. Further, ShriAnantasubramanian laid out quality parameters forindependent directors. Shri Rammohan Bhaveaddressed many issues, including the role of audit

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committee, remuneration committee. Providing acorporate perspective, he shared many of his richexperiences.

Second technical session: Corporate SocialResponsibilities

Shri George Lamminel, head legal of BNP Paribas,Shri Balakrishna Parab, faculty of Jamnalal BajajBusiness School and a member of the institute andShri Anil Jhumkawala, a practicing companysecretary were the speakers, and Shri GopalkrisjnaHedge chaired the session,

Shri George Lammineil added a global dimensionto corporate governance. BNP Paribas, hisemployer, according to him always placed veryhigh importance to corporate governance and is oneof the six global banks which have been leastaffected by the financial crisis. Shri BalakrshnaParab dealt the key issue of goal convergencebetween corporate social responsibilities and valueaddition for the key stakeholder, with someillustrations of business gurus like Prahalad,Michael Porter and others. Shri Anil Jhumkawalamade an elaborate presentation for family runbusinesses.

A special technical session on goods and servicetax:

Shri Anil Mishra, a retired senior officer of centralexcise was the speaker for the session and thesession was chaired by Shri Atul Mehta. Shri AnilMishra, a retired senior officer of central excisediscussed about cascading and distortionery tax onproduction and the task force report (13 financecommission) on GST.

In the end Shri Atul Mehta offered a vote ofthanks.

The conference was attended by around 75members and many students and fifty of them areundergoing the final training module for gettingmembership from the institute.

Investor awareness programme:

WIRC, following the guideline of Ministry ofCorporate Affair, conducted an Investor awarenessProgramme in MKES College in Malad on anevening on Tuesday, 29th December, 2009. Acampaign regarding the investor awareness

programme was made and also an invitation tolocal authorities for the said programme was made.Shri N P Pandyia, AGM of BSE was the faculty forthe session and the chief guest was ShriUnnikrishnan, principal of MKES College Malad.Besides, Shri Adolf Dsouza, the professor forsecurities law was the guest of honor. Readingmaterial pertaining to IA (published by ICSIaccording to the guidelines of MCA) was madeavailable for the delegates. During the programmeinteresting and informative deliberation took placeregarding primary issues, secondary market, variousdebt products and several innovative products.Discussions mainly focused on rights, duties,responsibilities of investors and various riskmitigation and redressal mechanism available forthe investor. The attendees, around 100, werestudents, professors, and general investors.

CHAPTER NEWS

Ahmedabad Chapter

Study Circle Meeting for discussion on “Draftreport on Corporate Governance Code” on 1stDec, 2009

Study Circle meeting on 5-12-2009 “Practicalaspects of Service Tax” was organized at chapterpremises which was lead by Mr. Viral J. Shah, FCA,ISA (ICAI).

Commencement of New batch of OCC at New L JCommerce College, Ahmedabad

Release of Compilation

To extend support to the ministry of corporateAffairs working through its field office i.e office ofofficial liquidator attached to Gujarat Highcourt atAhmedabad, the Institute of Company Secretariesof India, Ahmedabad Chapter, prepared acompilation of “PROCEDURE OF WINDINGWINDING-UP OF COMPANIES AND WORKINGOF THE OFFICE OF THE OFFICIALLIQUIDATOR”. A core group of experts under theleadership of Shri Ashish Doshi, and Shri UmeshVed, Regional Council Members was formed for thepurpose. The Book consisted of Law and Procedurerelating to winding up and liquidation ofcompanies, Relevant sections of the companies Act,Company Court Rules and applicable Forms, Modelformats, office orders and various schemesannounced by the official liquidator office,

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Ahmedabad, Important decided judgments,

important citations of supreme court etc and the

same was released by Hon. Chief Justice, High

Court of Gujarat. This compilation will be useful

to the company secretaries and other professionals

like chartered Accountants and Advocates, officers

and staff working with O. L. office, Bankers and all

others associated with the task of Winding up and

liquidation.

Visit by Director –DII, MCA & ROC – Gujarat, at

Ahmedabad Chapter:

Mr. Dhan Raj – Director, Inspection & Investigation

- Ministry of Corporate Affairs, alongwith Shri R V

Dani – Registrar of Gujarat and other eminent

officials, paid visit to the ICSI Ahmedabad Chapter.

A special interactive session was arranged for the

Company Secretaries.

Open House Session at the Gujarat High Court

On 19.12. 2009, an Open House meeting organized

at the High Court of Gujarat for the stake holders.

The meeting was attended by Chartered

Accountants, Company Secretaries, Cost

Accountants, Advocates and others. Over 100

professionals attended the open house session

remained present.

Ahmedabad chapter participated on Education

Fair, 2009 organized by Bhaskar Group’s

Saurashtra Samachar at Bhavnagar, Gujarat on

26th & 27th December, 2009.

REPORT OF INVESTOR AWARENESS

PROGRAMME, ORGANIZED BY INDORE

CHAPTER OF WIRC OF ICSI DURING INDIA

CORPORATE WEEK FROM 14TH TO 20TH DEC.

2009

Guest speakers were MS. SHRUTI JAINExecutive

Director, M. P. Stock Exchange, Indore. MR.

Vaibhav Jhavar , Swastika Investmart Limited ,

Head of Value Research & Portfolio Management

Services (PMS), MR. Sudhir Vyas , Manager Sales,

HDFC Mutual Fund, and MR. AJIT JAIN ,

Managing Committee, Mamber, Indore Chapter of

ICSI.

ICSI INDORE CHAPTER

Report of “Critical Issues in Corporate Law ”

Indore Chapter of WIRC of ICSI has organising oneday workshop on “Critical Issues in CorporateLaw” on Saturday, 16 th January 2010 at Hotellemon Tree Indore. Ninety-nine students andTwenty Five members participated in theProgramme.

The Programme was started with the worship ofDevi Saraswati and lighting of Lamp. After that allmembers and students give tribute to late CS G.K.Agrawal ji. In the inaugural session, Guest speakerswere welcomed and introduced by CS RiteshGupta, Chairman, Indore Chapter.

There after CS Ashish Garg, present the theme ofthe programme and its usefulness. The otherspeakers were the eminent people from theprofessional fields. CA Aseem Trivedi, AdvocateManoj Munshi, CS Ashok Mehta (Past Chairman-WIRC and MPSE), who acquainted the membersand students with the knowledge of CorporateLaw, They highlighted the enhanced areas ofpractice for Company Secretaries as professionalsand provided briefing of several related aspects.

NASHIK CHAPTER

Under India Corporate Week many Competition’ssuch as Drawing Competition, Essay competitionwere also held. More than 450 participants tookpart.

Pune Chapter Report – (November - December2009)

1. Inauguration of Foundation Program OTC–December 5, 2009

Pune Chapter inaugurated the Oral Tuition Classesfor Foundation Program for June 2010 examinationon December 5, 2009. Mr. Devendra Deshpande,Chairman, Students Committee made studentsaware of the Institute of the Company Secretariesof India, role of Pune Chapter, its infrastructurefacilities and benefits available to the students.Approximately 30 Students were present at theoccasion. He also, guided students about thecurriculum, why and how it’s defined for thebenefits of the Students. He also explained studentsof the career opportunities as a Company

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Secretary. The session was followed by an openquestion answer session.

2. Inauguration of Executive Program OTC –December 19, 2009

The Executive Batch of Oral Tuition Classes for theJune 2010 batch was inaugurated on December 19,2009. The session was attended by 65 students.Sh. Vipul Vakkani, Sh. Kedar Phadke, FacultyMembers guided the students. The session wasfollowed by an open question answer session.

3. Free Lecture on How to Study for ProfessionalExams – December 6, 2009 and December 20,2009

Pune Chapter conducted the free lecture on “Howto Study for Professional Exams” for theFoundation Program OTC Batch on December 6,2009 and Executive Program OTC Batch onDecember 20, 2009 at the Chapter premises. Mr.Sandeep Nagarkar, Ex- Chairman, Pune Chapter andMr. Vikas Agarwal, Secretary Pune Chapter guidedthe students and gave important tips onmethodology for studying and appearing forprofessional exams.

RAIPUR CHAPTER

CAREER AWARNESS PROGRAMMME

“On 12th December, 2009, a Career AwarnessProgramme was conducted at PT. HARISHANKARSHUKLA COLLEGE, RAIPUR (CHHATTISGARH).

SURAT CHAPTER

Two Day Residential Programme held on 11th-12th December, 2009 on “Edging the CorporateBrains” at Surat.

Surat Chapter of ICSI has organized two day

residential programme on 11th & 12th December,

2009 on the theme of Edging the Corporate Brains

at Modi Resort, Ubhrat. On 11.12.2009 the

programme was inaugurated by Shri Vinayak

Khanwelkar, Vice President, ICSI who in his

address highlighted the programme objectives and

its usefulness and requirements and declared the

formal opening of the programme. Shri Vakash

khare, Practicing Company Secretary took up the

session on Presentation skills, Business etiquettes

and Successful professional. Shri Prakash Pandya,

Practicing Company Secretary dealt upon subject of

Registration process of LLP, how to draft LLP

agreement, which things should be included in it,

what are the advantages of LLP and also given

instruction regarding the procedure for Conversion

of Partnership and Private Companies into LLP. Shri

Ajay Kumar, Practicing Company Secretary

explained on the procedural aspects of drafting

petition, mentioning, rejoinders etc. to Company

Law Board and procedural aspects of Compounding

of offences under Companies Act, 1956 and how

to defend show cause notices and prosecution

from ROC/MCA by sharing few practical situations

with participants. , Shri Urmil Ved, Practicing

Company Secretary took up the session on Stamp

Duty related issues for Corporate. He gave

instruction on stamp duty under Bombay Stamp

Act, 1958 and Indian Stamp Act, 1899 that what

would be the amount of stamp duty on various

documents and how to deal with them. Anshul

Kumar Jain, Company Secretary gave instruction on

how to make our own website, IT tools for

increasing office efficiency.

The Thane Chapter intends to commence next batch of OCC Foundation with effect from12th April, 2010 for December 2010 Exam.

CS Course Date Timing

Foundation Programme 12th April, 2010 6.30 to 8.30 p.m.

Executive Programme Gr. I & II 12th April, 2010 6.30 to 8.30 p.m.

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Circulars - Notificationsby Amol Raje, Chief Editor (Site) and Company Secretary

SEBI Notification No. LAD-NRO-GN-2009-2010-25-189240 dated 1 January 2010 (LexDoc id: 379377)

SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009Amendment

SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 were amended. Amendments were made toregulation 58, pertaining to ‘Abridged prospectus, abridged letter of offer and ASBA’. Consequent to thisamendment, in all public issues and rights issues, where not more than one payment option is given, the issuerwas required to provide the facility of ASBA in accordance with the procedure and eligibility criteria specified bySEBI.

SEBI Circular SEBI-IMD-MC No. 1-189241-2010 dated 1 January 2010 (LexDoc id: 379207)

Mutual FundsMaster Circular

For effective regulation of the Mutual Fund Industry, SEBI has been issuing various circulars from time to time.In order to enable the industry and other users to have an access to all the applicable circulars at one place, thisMaster Circular for Mutual Funds had been prepared.

IRDA Circular No. IRDA-LIFE-GDL-MISC-087-12-2009 dated 23 December 2009 (LexDoc id: 378572)

Insurance

Guidelines on Health plus Life Combi Products

The Authority, on receiving requests for promotion of combined products of pure term life insurance productsoffered by Life Insurance Companies and standalone health insurance products offered by Non Life, insuranceCompanies considered allowing it as a product class and elicited the views of Life Insurance and Non LifeInsurance Councils. Based on responses received the Authority issued the ‘Guidelines on Health plus Life CombiProducts’. The Insurers were advised to ensure the compliance to the guidelines.

Draft Press Note No. (2010) Regarding FDI Regulatory Framework (LexDoc id: 378697)

DIPP invited comments on the draft press note concerning FDI Regulatory Framework.

RBI A.P. (DIR Series) Circular No. 23 dated 30 December 2009 (LexDoc id: 379164)

Establishment of Branch (BO)/Liaison Offices (LO)

Eligibility Criteria and Procedural Guidelines

Under the current regulations, the applications from foreign companies (a body corporate incorporated outsideIndia, and includes a firm or other association of individuals) (foreign entities) for establishing BO/LOs in Indiaare considered by the Reserve Bank under two routes, viz. the RBI route and the Government route. With theobjective of achieving greater transparency, it was decided to place the eligibility criteria and the proceduralguidelines for establishment of BO and LO in India, in the public domain. Accordingly, the broad criteria regardingeligibility for opening of BO/LOs, documentation, etc., and the scope of activities permitted and other proceduralguidelines regarding functioning of the BO/LO in India were given in annexures to the circular.

RBI A.P. (DIR Series) Circular No. 22 dated 29 December 2009 (LexDoc id: 378867)

Exchange Earner’s Foreign Currency (EEFC) Account

Maintaining of account by SEZ developers

The RBI clarified that all categories of foreign exchange earners are allowed to credit up to 100 per cent of theirforeign exchange earnings, as specified in the paragraph 1 (A) of the Schedule to Notification no. FEMA 10/2000-RB dated May 3, 2000, to their EEFC Account. As such, it will be in order for the Authorised Dealers to allowSEZ developers to open, hold and maintain EEFC Account and to credit up to 100 per cent of their foreignexchange earnings, as specified in the paragraph 1 (A) of the Schedule.

CasesMRC Logistics Pvt. Limited vs Regional Director and another (LexDoc id: 364589) – Bombay HC

Change of company name

Discretionary powers of the Central Government

A writ petition challenging the Regional Director’s order – directing the petitioner to change its name – was setaside because the order had been delivered after the statutory period of 12 months mentioned in s.22 of theCompanies Act 1956 had elapsed.

Harbans Lal and Ors. vs ROC (LexDoc id: 363957) – Delhi HC

Failure to produce records

Prosecution of directors

The criminal complaints filed against the petitioner-directors of the company, for failure to produce the records,were set aside. The company had given detailed explanations for being unable to produce the records. However,

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the Registrar had failed to mention this fact in the complaint filed by it and had also not made any reference tothe fact that a representative of the company had met him with some records and offered to produce more recordsafter they were traced. In these circumstances, the high court declined to prosecute the petitioners under s.234 ofthe Companies Act 1956, since it could not deemed to be willful refusal by the company to produce the records.

IFCI Ltd. vs Punjab Wireless System Ltd. (In Liquidation) and Anr. (LexDoc id: 365487) - Punjab and HaryanaHC

Winding up

Interim disbursement of preferential payments

The high court allowed an application for interim disbursement of the claim of the petitioner who had securedan award from the Debts Recovery Tribunal. However, to secure the interests of the workmen of the company, thecourt allowed the Liquidator to secure an undertaking from the applicant that if there was any amount paid inexcess than it was eligible for, the amount will be returned with interest at nine percent.

OL of Alliance Leathers (P) Ltd. (In Liquidation) vs Nishath Patel and Anr. (LexDoc id: 377009) – KarnatakaHC

Winding up of company

Misfeasance by directors

The high court held that the directors of the company were not liable for misfeasance. The records of the companyhad been seized by the State Financial Corporation prior to the order of winding up and hence, the directors hadmade the Statement of Affairs of the company only on the basis of the material available with them.

Oswal Agro Furane Ltd. (In Liquidation), In re (LexDoc id: 377008) - Punjab and Haryana HC

Winding up – Realization of assets

Power of court to reopen confirmed sale

The courts had inherent powers to reopen confirmed sale. While deciding this, the benefit of the stakeholdershould be the highest priority and a higher bid could be a reason for reopening of the sale. However, executionof the sale deed and delivery of possession to the purchaser should normally be taken to cast the curtains down.

Ravi Raj Gupta and Ors. vs Hans Raj Gupta and Co. (P) Ltd. and Ors. (LexDoc id: 377006) – Delhi HC

Resolution passed by board of directors

Disclosure of interest by directors

The directors of the company (which had leased the property) were also the members of the HUF (the owner ofthe property). Thus, a board resolution surrendering the leasehold interest was valid even if the disclosure ofinterest was not made. The directors already were aware of their interest in the property and the disclosure unders.299 of the Companies Act 1956 was not necessary. Moreover, the plaintiff was a mere shareholder of thedefendant-company and hence had no right to challenge the decision of the board.

Reliance Communications Infrastructure Ltd., In re (LexDoc id: 377010) – Bombay HC

Scheme of demerger

Sanction of court

The high court sanctioned the scheme of demerger of the companies as the scheme was not prejudicial to theinterests of the creditors, shareholders and the public as such.

Star Cruise Management Ltd. vs Delhi Express Travels (P) Ltd. (LexDoc id: 377007) – Delhi HC

Winding up

Inability to pay debts

The high court admitted the winding up petition against the defendant-company on account of its inability to paythe dues of the petitioner. The defence raised by the company - that the petitioner also owed money to it – wasnot bona fide because the money owed by the petitioner to it was far less than what it owed to the petitioner.

UZI Justman vs Telephone Cables Ltd. and Anr. (LexDoc id: 373558) – Delhi HC

Sick industrial company

Suspension of legal proceedings

An arbitration award was executable as a ‘decree’. Hence, the bar under s.22 of the Sick Industrial Companies(Special Provisions) Act 1985 (SICA) was equally applicable to an arbitration award. The second contention of thepetitioner – that the arbitral award related to the dues owed by the company to its employee and hence was notattracted by s.22 of SICA – was also unsustainable because the petitioner was not a ‘workman’ as defined by theIndustrial Disputes Act 1947. In view of this, the execution was dismissed.

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NEW OFFICE BEARERS OF ICSI - WIRC FOR 2010

NAME CONTACT NOS.

Shri Vishvesh V. Vachhrajani Chairman Tel. No.: Office:(0265) 2241366,

Company Secretary 3093582, 3093182.

Gujarat State Fertilizers & Residence: 0265- 2391834,

Chemicals Ltd.P.O. Fertilizer Nagar Fax : 0265 2240021

Distt. Vadodara - 391750 Mobile:9909925800/

9427071000

E-mail: vvvfcs@gmail.com /

vvv707@gmail.com

Shri Makarand Lele Vice Chairman Tel. No.: (Office) (020) 24334288 /

Partner, MRM Associates 24335075

Company Secretaries1st Floor, Residence: (020) 25395721

Dnyansudha Apartments Fax : (020) 24320368

77 Vijaynagar Colony2147 Mobile : 9822394381

Sadashiv PethPune – 411030 Email: mmlele@vsnl.com /

makarand.lele@mrmcs.com

Shri Mahavir Lunawat Secretary Tel. No. Office (022) 22785232 /

Assistant Company Secretary Fax : (022) 22785111

Reliance Industries Ltd. 3rd Floor, Mobile : 9967890055

Maker Chambers IV mahavir.lunawat@ril.com

222, Nariman Point mahavir.lunawat@hotmail.com

Mumbai – 400021 lunawat.mahavir@gmail.com

Website : www.mahavirlunawat.com

Shri Ashish C. Doshi Treasurer Tel. No. (079) – 26421414

Practising Company Secretary TeleFax : 079-26421555

Anison Bldg.,, 3rd Floor, Resi. : 079-29098841

Swastik Soc., SBI Lane, Mob : 09825064740

Nr. Stadium Circle, E-mail : csdoshiac@gmail.com

C. G. Road, Navrangpura, csdoshiac@yahoo.com

Ahmedabad-380 009

The other Members of the Regional Council are S/Shri:

1 Ananthasubramanian S.N. 8 Khanvalkar Vinayak S.

2 Bagdia Om Prakash 9 Khare Vikas Y.

3 Bakshi Keyoor M. 10 Mehta Atul

4 Chokshi Ragini (Ms.) 11 Narasimhan B.

5 Garg Ashish 12 Sadhale Vivek S.

6 Joshi Jayshree (Ms.) 13 Ved Umesh H.

7 Kasodekar Milind B.

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Tentative list of programmesfor WIRC in Mumbai:

February 13 : Due Diligence

March 6 : New Companies Bill & CCI

March 20 : Review of Capital Market

April 24 : Review of Practical Side of LLP

Formation And Functioning

May 15 : Raising Capital From Abroad

June 12 : Corporate Compliance

Management

July 17 : Best Practices In Disclosures and

Reporting

CS Vishvesh V. Vachhrajani CS Mahavir Lunawat CS Ragini K. Chokshi (Ms.)Chairman, ICSI-WIRC Secretary, ICSI-WIRC Chairperson,

PDC, ICSI-WIRC

Programmes are free for all PMS members

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VacancyA Private Limited Company engaged in thetrading business, Mumbai based, need aCompany Secretary. The candidate shouldbe a Member of The Institute of CompanySecretaries of India, preferably havingexperience of 1-3 years in handlingsecretarial and company law matters anddealing with Registrar of Companies. Resultoriented professionals with stronginterpersonal skills and high level ofcommitment need only apply.

Interested candidates may please apply to

Box No. 38380

The Institute of Company Secretaries of India,Western India regional Council (WIRC)

13, Jolly Maker Chambers No. 2, 1st Floor,Nariman Point, Mumbai-400 021.

VacancyA Private Limited Company engaged in thebusiness of development of computersoftware and database products, Mumbaibased, need a Company Secretary. Thecandidate should be a Member of TheInstitute of Company Secretaries of India,preferably having experience of 1-3 years inhandling secretarial and company lawmatters and dealing with Registrar ofCompanies. Result oriented professionalswith strong interpersonal skills and highlevel of commitment need only apply.

Interested candidates may please apply to

Box No. 38379

The Institute of Company Secretaries of India,Western India regional Council (WIRC)

13, Jolly Maker Chambers No. 2, 1st Floor,Nariman Point, Mumbai-400 021.

Toll Free No.: 1800-277-277 • e-mail: life@hdfcinsurance.com • Visit us on : www.hdfcinsurance.com

VacancyA Public Limited Company engaged in thebusiness of dealing in securities, Mumbaibased, need a Company Secretary. Thecandidate should be a Member of theInstitute of Company Secretaries of India,preferably having experience of 1-3 years inhandling secretarial and company lawmatters and dealing with Registrar ofCompanies. Result oriented professionalswith strong interpersonal skills and highlevel of commitment need only apply.

Interested candidates may please apply to

Box No. 38381

The Institute of Company Secretaries of India,Western India Regional Council (WIRC),

13, Jolly Maker Chambers No. 2, 1st Floor,Nariman Point, Mumbai-400 021.

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NNNNNIIIIIDDDDDHHHHHI RI RI RI RI REEEEESSSSSOOOOOUUUUURCRCRCRCRCEEEEESSSSS720, 7th Floor, Reena Complex, Vidyavihar (West),

Mumbai-400 086. (+912267991713 (100 Lines)

LEADING SYNDICATORof Debt (Short Term / Long Term)

TRADE FINANCE CORPORATE FINANCE

Local LC Bill Disc. /Local Working Capital/Term Loan/

Inv. or Bill of Exchange Project Loan / ECB Loan

Export Bill under LC & DA Terms,Import Financing @ LIBOR RATESBuyers Credit / Suppliers Credit

ADVISORY SERVICES RETAIL FINANCE

CREDIT RATING Loan

Sick Unit - Reschedulement Home/Mortgage/LRD

NPA / DRT Cases- LOAN AGAINST SHARESSettlement with BankPre IPO process and placement

kannan@nidhiresources.com(+91-9820023996)

sivakumariyer@nidhiresources.com(+91-9820400679)

REFERRAL PARTNERS INVITED

A Public Limited Company engaged inmanufacturing of chemicals is desirousof appointing a Company Secretary andinvites applications from prospectivecandidates. The candidate should be aMember of the Institute of CompanySecretaries of India, preferablypossessing experience of 3-4 years inrelated areas. Remuneration packagewill be commensurate with experience.Interested candidates may apply to :

Contact :

Post Box No. 38614

The Institute of Company Secretaries ofIndia

Western India Regional Council (WIRC)13, Jolly Maker Chambers No. 2, 1st Floor,

Nariman Point, Mumbai-400 021.

A closely held Public Limited Company is

desirous of appointing a Company Secretary

and invites applications from prospective

candidates. The candidate should be a

Member of The Institute of Company

Secretaries of India, preferably possessing

experience of 4-5 years in related areas.

Remuneration package will be commensurate

with experience. Interested candidates may

apply to :

Contact :

Post Box No. 38615

The Institute of Company Secretaries of IndiaWestern India Regional Council (WIRC)

13, Jolly Maker Chambers No. 2, 1st Floor,Nariman Point, Mumbai-400 021.

Applications are invited for the following post fora reputed Public Limited Company having its

registered office at Fort, Mumbai

COMPANY SECRETARY / ASST. COMPANY

SECRETARY

Candidates applying for the post of Company Secretaryshould be Law graduate and qualified Companysecretaries. Newly qualified Company Secretaries mayalso apply. Candidates applying for Assistant CompanySecretaries should be Law Graduates. Applicants with

Accounts / Finance background is an advantage.

FINANCE CONTROLLER / ASST. FINANCIAL

CONTROLLER

Candidates applying for the post of Financial Controller shouldbe qualified Chartered Accountant. Newly qualified CharteredAccountant may also apply. Candidates applying for AssistantFinancial Controller should be Law graduate.

Any experience of working for NBFC is an added advantage.

Applicants are requested to forward their Resumes withexpected salary and a passport size photograph to the followingemail address.

Email : arun@del2.vsnl.net.in

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Hi,

CS Students located in Valsad District

+ Daman + Silvassa

Here’s an opportunity to attend Oral

Coaching Classes at

Valsad &...

—: Visit : —

www.lex4Biz.com to learn more

REVISED TARIFF for the advertisement in Focus

w.e.f. 1st January 2010

Type Size Employment Non

Employment

Back Cover page 18 x 18 10000 15,000

Full Page 24 x 18 6000 7500

Half Page 12 x 18 4000 5000

Quarter Page 12 x 9 2000 2500

Issue sponsorship

per issue 12 x 9 12000 20000

Annual Contract : Out of 12 issues you have to remit

only 10 issue charges, 2 issues will be free.

Half Yearly Contract : Out of 6 issues you have to remit

only 5 issue charges, 1 issue will be free.

Term of Payment : Payment in favour of ‘WIRC of ICSI’

by way of a Cheque / Demand Draft payable at Mumbai

alongwith your release order / advertisement material.

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CS Quartet : The CS Conclave on Corporate Governance

WIRC Organised an Investor Awareness Programme on 29th December at MKES

WIRC vs MCA : a Cricket Match on 9th Jan at Azad Maidan

Shri S. N. Ananthasubramanian at the inaugural Session Audience

Critical Issues in Corporate Law : Indore chapter

India corporate week celebrated at Nashik

Two Days Programme Organised by Surat Chapter

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Date of Posting

Printed and published by Mr. Sudipto Pal, Joint Director for and on behalf of Western India Regional Council of the Institute of Company Secretaries of India, 13, Jolly Maker ChambersNo. II, First Floor, Nariman Point, Mumbai-400 021. Tel.: 22021826/22844073/22047569/22047580/22047604. Fax No.: 22850109 Email : wiro@icsi.edu and printed at Finesse Graphics& Prints Pvt. Ltd., 309, Parvati Industrial Premises, Sun Mill Compound, Lower Parel, Mumbai-400 013. Tel. Nos.: 24961685/24961605 Fax No.: 24962297 and published at Mumbai.

To

If undelivered, please return to :

WIRC of the Institute of CompanySecretaries of India,13, Jolly Maker Chambers No. II,Nariman Point, Mumbai - 400 021.Tel.: 2202 1826 • Fax : 2285 0109

Views expressed by contributors are theirown and the Institute/WIRC does not acceptany responsibility.

Space for Address

ICSI NATIONAL AWARD FOR EXCELLENCE IN CORPORATE GOVERNANCE 2009

Audience

Maruti Suzuki India Limited Receives ICSI National AwardFor Excellence In Corporate Governance 2009

Shri Vilasrao Deshmukh, Hon’able Union Minister For HeavyIndustries And Public Enterprises Arrives

Debate: “Are independent directors truly independent?”,“shareholder democracy — is it a myth or mission?”

NTPC Ltd Receives ICSI National Award For Excellence InCorporate Governance 2009