for private circulation only corporatesecretarymonthly journal issue no. 10 re. 1/- , 2008-vol.: vi...

Monthly Journal Issue No. 10 Re. 1/- , 2008-Vol.: VI October

Greetings to you on the eve of Dussera

and Deepavali.

This month of October all the

professional are very busy in closing

the half yearly accounts, completing

the filings under MCA etc. MCA

forms have since been revised an

interactive meeting with the Registrar

of Companies is arranged to have

better understanding and will prove

useful for all and to practicing

professionals in particular.

Giving will always bring happiness

and repaying to the Institute is always

p r a i s e w o r t h y. I t h a n k a n d

congratulate Shri N Krishna Mohan,

Chairman of Sri Chakra Cements Ltd

for his noble gesture of donating Rs.

One lakh as corpus fund to institute

awards in the name of the company to

those students who pass all the groups

in one sitting separately for

intermediate and final. I am sure

many more would get inspired and

Dear Professional Colleagues,

donate generously for instituting awards

either in their names or in the name of

their companies.

As already intimated to you, we are

starting for the first time

from November 1, 2008 and you are

requested to please spread this

information to all those who have not

completed their SMTP after passing the

final examination.

weekend SMTP

Sincerely yours

[email protected]

K. K. Rao

For Private Circulation Only

Corporate SecretaryCorporate SecretaryCorporate SecretaryC

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Chapter Office : 6-3-609/5, Anand Nagar, Khairatabad, Hyderabad - 500 004. Ph.: 23399541, 23396494, Fax : 23325458E-mail : [email protected], Website : www.icsi.edu, Monday-Saturday 10.00 a.m. to 5.45 p.m.Working Days & Hours:

Your character is what you really are while your reputation is merely what othersthink you are.

- John Wooden

Wish You

Happy

Diwali

Wish You

Happy

Diwali

2

ROC's COLUMN

Last month had been a month of rich

experience for me as I had an opportunity to visit

London and spent two full days with Registrar of

Companies (ROC), London. ROC, London was able to

spend lot of his precious time and took the delegation

from India throughout his office. O/o.ROC, London

known as “COMPANIES HOUSE” is a very huge

establishment with about 1500 employees and a large

number of officers. ROC, London has 2.6 million

companies on its registry which is much larger in

number compared to our country. The most striking

feature in the “Companies House” is the degree of

compliance in respect of filing of returns which is

over 95%. When ROC, London was enquired as to

how this compliance rate is maintained, he expressed

surprise stating that the compliance is a normal

activity and there is nothing great about achieving

95% compliance. In fact, he observed that non-

compliance which is to the extent of less than 5% is a

great concern for them and in all such cases,

prosecutions have been promptly filed and the guilty

punished. The rate of compliance in the State of

Andhra Pradesh is only about 28%. This rate of

compliance does not compare well with that of united

kingdom. This area deservers grated attention and

concerted efforts are required for improvement.

Company Secretary Professional can lend support by

ensuing that all their clients comply regularly filing of

returns.

The “Companies House”, London has categorized a

new class of companies pursuant to the amendment

of the English Companies Act known as “Dormant

Companies”. A company is considered as a dormant

company if no commercial transactions take place

during the year and such companies need not file the

regular returns but are required to file a brief Annual

Statement confirming that during the year no

commercial transactions took place. This practice

enables companies without any activity to avoid the

riggor of filing many returns. It is indeed, heartening

to note that such category of companies ( Dormant

Companies ) is also being introduced in the proposed

new Companies Bill.ROC, London clarified that in the

event of non-filing of any Annual Return either by the

active company or by the dormant company, steps are

taken to strike off such companies from the Register of

Companies. The process followed is similar to that of

the process adopted u/s 560 of the Indian Companies

Act, 1956. The name can also be revived within a

period of 20 years if any aggrieved party who has

certain liabilities to be settled by the company. The

overall experience of visiting ROC, London has been

exuberant. ROC, London is able to maintain a very

high level of compliance rate and good corporate

practices. The rapport with the professional institutes

is also extremely effective and cordial and the

practicing Chartered Secretaries and other

professionals play a key role in the activities relating to

filing of returns and replying queries to ROC on behalf

of their clients. ROC, London informed that they are

able to incorporate companies within few minutes

because the documents they receive from the

professionals are perfectly made requiring no

intervention from ROC. MCA has once again

revised e-forms 20B, 21A, 23AC and 23ACA.

Keeping in view the revised forms, MCA has

advised me that I should ensure registration of all

pending Form 32s at the earliest before filing of Annual

Return. This is necessary because the change in

directors details must be uploaded into the MCA-21

Database before new Form 20B/ 21A is filed by the

company so as to avoid any conflict of data in the

Annual Returns and the company's database. It is seen

that large number of Form 32s are lying unregistered in

“Resubmission”/ “PUCL” mode for want of certain

clarifications. I request the professional friends to put

in special effort to ensure that all such pending e-form

32s are resubmitted and required clarification

submitted to ROC so as to enable registration of all

such form 32s before the filing of Annual Return.

Corporate Secretary October, 2008

HENRY RICHARD

REGISTRAR OF COMPANIES.

FORTHCOMING PROGRAMMES

Day, Date &Time

VenueProgramme Details

Kasani GR Hotel ,Hit-tech City,Madhapur,Hyderabad

Friday24.10.200804.00 pm

To08.00 pm

Half-a-day Seminar on“Independent Directors”

3

Every member of ICSI, by virtue of rigorous passing standards and post-qualification challenges, is already equipped

with the techniques of wading through plethora of legislations. To help him / her peep into some of important

judgments, a humble attempt is made to present the “essential” points held by various Courts of Law. It is sincerely

recommended to read the full judgments.

Your feedback is invited by the compiler / Editor of the Newsletter to enrich this column.

LEGAL SCAN(October, 2008) S.V. Rama Krishna

Advocate

NegotiableInstruments

Act, 1881 - Sec.138, 140 and 141

Companies Act,1956 Sec.23

and 2(26)

Companies Act,1956 Sec. 446

Companies Act,1956 Sec.

397/398 r/w 399

In DCM Financial Services Ltd. vs. J.N. Sareen and Another, the Hon'ble Supreme Court

He had no say in the

matter of seeing that the cheque is honoured.

held

that a person who had resigned with the knowledge of the complainant in 1996 could not be a

person in charge of the Company in 1998 when the cheque was dishonoured.

He could not ask the Company to pay the amount.

He as a Director or otherwise could not have been made responsible for payment of the cheque on

behalf of the Company or otherwise.

Ref: (2008) 8 Supreme Court Cases 1

In held that -

(i) the consequences of plaintiff's company

insofar as the rights and obligations of the company nor render defective

any legal proceedings by or against it, by virtue of the provisions in section 23(3), and

(ii) the

since such a power is

necessary and incidental for managing the day-to-day affairs and business of the

company.

Wasava Tyres v. Printers (Mysore) Ltd., the Hon'ble High Court of Karnataka

becoming a public limited company is of no

consequence

institution of the suit on behalf of the company by the managing director is deemed

to be within the meaning of 'substantial powers of management'

Ref: [2008] 86 SCL 171 (KAR.)

In Piyush Rastogi vs. Moulik Finance and Resorts Ltd., the Hon'ble High Court of Allahabad,

Lucknow Bench criminal proceedings are excluded from section 446held that and consequently

no permission is required to be taken from the Company Court for filing a criminal case or a

criminal complaint either against the company or against its directors.

Ref: [2008] 85 SCL 421 (MAD.) (FB)

In

held that if shareholding of petitioners is reduced below 10 per cent

on account of further issue of shares and issue of further shares is also challenged in petition filed

under sections 397 and 398, as not maintainable in terms of

section 399.

Mohinder Singh vs. Hoshiarpur Express Transport Co. Ltd. the Hon'ble Company Law Board,

Principal Bench, New Delhi

then, petition will not be dismissed

Ref: [2008] 86 SCL 155 (CLB-NEW DELHI)


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PROCEDURE FOR FILING PETITION FORRELIEF IN CASE OF OPPRESSION AND

MISMANGEMENT UNDER SECTION 397 & 398OF THE COMPANIES ACT, 1956

TOppression and mismanagement is part and parcel of

business. During the course of business, oppression of

small / minority shareholders may take place by the

majority shareholders who are in control of the company.

Similarly, mismanagement of business is not uncommon.

Mismanagement may be misuse of corporate funds and

resources.

The Companies Act, 1956 provides for Procedure for

making a petition before the Company Law Board by an

aggrieved party to obtain relief from the acts of the

management collectively or individually in case of

Oppression and Mismanagement.

Oppression means a conduct which is burdensome, harsh

and wrongful towards portion of members/ shareholders.

The conduct, complained of, should at the lowest level

involve a visible departure from the standards of fair

dealing, and a violation of the conditions of fair play on

which every shareholder, who entrusts his money to the

company is entitled to rely.

"Oppression" or denial of these legal rights would give rise

to a situation where the minority shareholder could

approach the Company Law Board for appropriate relief.

Therefore the majority is required to be on guard lest the

minority has grievances in exercise of their rights.

'Mismanagement' could mean siphoning or diversification

of funds, causing losses due to non diligent decisions, not

maintaining proper records, not calling requisite meetings

or non compliance of provisions or procedures. Finer

version of mismanagement could arise where the

management does not act/react to a business situation

leading to downfall of business.

"Mismanagement" does not essentially cover the violation

of legal rights. It covers issues of proprietary, transparency

and financial uprightness. These are not well defined and

depend upon situation to situation. Majority indulging in

gross mismanagement open themselves to action under

section 398.

Usually, it is seen that "oppression" and "mismanagement"

takes place almost simultaneously in all business concerns

leading to presentation of composite petitions under

section 397 and 398.

Meaning of 'Oppression':

Meaning of 'Mismanagement'

R.Venkata Ramana

Shailesh B

, DirectorB5 Consulting Private Limited

and BPK Associates, Company Secretaries,

Important Provisions of the Companies Act, 1956:

1. Section 397 - Relief in cases of Oppression

2. Section 398 - Relief in cases of Mismanagement

3. Section 399 - Right to apply under Section 397 & 398

4. Section 400 - Notice to be Given to Central Government

of applications under Section 397 & 398 by CLB/

Tribunal

5. Section 401 - Right of Central Government to apply

under Section 397 & 398

6. Section 402 - Powers of Company Law Board or

Tribunal U/Section 397 & 398

7. Section 403 - Interim order by CLB/ Tribunal

8. Section 404 - Effect of alteration of Memorandum or

articles of Company by order U/ Sec. 397/ 398

9. Section 405 - Addition of Respondents to application

U/ Section 397/ 398

10. Section 408 - Powers of Central Government to prevent

Oppression and Mismanagement

11. Company Law Board Regulations, 1991 read with

Company Law Board (Fees On Applications & Petitions)

Rules, 1991

Relief in cases of Oppression (Section 397):

Relief in cases of Mismanagement (Section 398):

As per the provisions of the Section 397 of the Companies

Act, 1956 any Member(s) of the Company deprived of his

legal rights as a shareholder may complain that the affairs of

the Company are conducted in the manner prejudicial to

Public interest or in a manner oppressive to any member or

members of the Company by way of petition to the Company

Law Board or Tribunal* for an order under this section.

Acts of Oppression: Some of the acts amounting to

Oppression are as follows:

Usurpation of the office of Director or Managing Director

Majority group of Directors' / Shareholders carrying on

competing business resulting in diversion of Corporate

opportunities away from the Company.

Issue/Allotment of shares - majority reduced to minority

Minority converted to majority by way of new issues, the

same is liable to be set aside on grounds that it is unfair,

manipulative and oppressive.

Transfer of shares in violation of pre-emptive rights

Persistent disregard by the Director of the provisions of

the articles of association or the powers and functions of

the Board of Directors.

As per the provisions of the Section 398 of the Companies

Act, 1956 any Member(s) of the Company may complain

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that the affairs of the Company are conducted in the

manner prejudicial to Public interest or in a manner

prejudicial to the interest of the Company or

that a material change has taken place in the

management or control of the Company, whether by an

alteration in its Board of Directors or manager or in the

ownership of the Company's shares, or if it has no share

capital, in its membership, or in an other manner

whatsoever and by reason of so it is likely that the affairs

of the Company will be conducted in a manner

prejudicial to Public interest or in a manner prejudicial

to the interest of the Company

may apply to the Tribunal* for an order under this section.

* Presently the Powers are vested with Company Law Board

for entertaining the Petition under section 397 & 398 of the

Companies Act, 1956. However by the Companies

Amendment Act, 2002, the powers are being delegated to

Tribunal with effect from a date yet to be notified.

Some of the acts amounting to

Mismanagement are as follows

Conduct of affairs to the Company's prejudice

Continuation in office by a Director after expiry of his

term

Absence of records required to be maintained by the

Company

Sale of Assets of the Company at low price and without

compliance with the Act

Misuse of funds of the Company

Infighting among the Directors resulting ion serious

prejudice to the Company.

There are issues of oppression of directors; i.e. the majority

Acts of Mismanagement:

Difference between the Provisions of the Section 397 & 398

of the Act.

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shareholders infringe the rights of directors. E.g. agenda of

directors is not regularly sent to a director or deliberate

denial of common facilities to a few directors, say providing

residential accommodation or providing any perquisites, for

which they are not otherwise eligible.

Strictly speaking, oppression of directors in the Board

meeting is not covered by section 397/398 and the directors

have no recourse under this section. The oppression of the

shareholders by other shareholders in general meeting are

covered under this section.

However, members could take up their case under

"mismanagement" in a petition under section 398 but

directors are incapable of doing so. This is a vital distinction

between oppression of directors per se and oppression of

members.

A petition under section 397 can be filed by the members

when affairs of the Company are conducted in the manner

prejudicial to Public interest or in a manner oppressive to

any member or members of the Company a petition

under section 398 can be filed where affairs of the Company

are conducted in the manner prejudicial to Public interest or

in a manner prejudicial to the interest of the Company itself.

Therefore, it can said that

In case when the affairs of the Company are conducted

in a manner prejudicial to public interest then a petition

can be filed under both Section 397 & 398 of the Act.


in a manner prejudicial to the interest of the members

then a petition is to be filed under Section 397 of the Act.


in a manner prejudicial to the interest of the Company

then a petition is be filed under Section 398 of the Act.

Difference in Procedural requirement

whereas

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Analyses:Analyzing sections 397 and 398:

Section 397(1) (a)

Section 398(1) (a)

Affairs are being conducted And

Affairs are being conducted

Prejudicial to public interestOr

Oppressive to any members

Prejudicial to public interest

That facts would justifywinding up of company on“just and equitable grounds".

Prejudicial to interest ofcompanies

Or


6

Section 398 (1) (b)

Material change in managementhas taken place and it is likely thataffairs are being conducted.

Prejudicial to public interest

Prejudicial to interest ofcompanies

Or

Requirements for making a Petition under Section 397 &398 of the Act.

Eligibility to make an application to CLB :

Jurisdiction of the Benches:

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The petition shall be made by the following persons

a) *In case of the company having Share capital : Atleast 100 members or at least one-tenth of the totalnumber of members, which ever less, or anymembers or members holding at least one-tenth ofthe issued capital of the company

b) In case of the company not having share capital: Atleast one-fifth of total number of members.

c) Any member or members authorised by the CentralGovernment

* It has been often observed by the Company law boardthat, the Directors or Management of the companyhave been allotting the shares to a portion of or somecategory of shareholders in order to dilute the shareholding of the other share holders below one-tenth ofthe issued capital of the company and to make themineligible to file the petition under Section 397/ 398.

Hence, CLB has decided to entertain or allow theapplications under Section 397 / 398 filed by theshareholders even though their holding is less thanone-tenth of issued capital, provided that, initialholding of the petitioner(s) prior to the precedingallotment by which the share holding was diluted, isone-tenth or more.

Application under section 397 & 398 of theCompanies Act, 1956 shall be made in Form No. 1 ofthe Company Law Board Regulations, 1991.

Application shall be accompanied by a DemandDraft of Rs, 5000 in favour of the Pay & AccountsOfficer, Ministry of Corporate Affairs, payable atNew/ Delhi/ Kolkata / Mumbai/ Chennai.

Petition under Section 397 and 398 of the Companies Actshall be instituted before the Principal Bench at NewDelhi and for the matters as far as relate to the southernregion shall be dealt with by a Bench (AdditionalPrincipal Bench) at Chennai.

Complainant shareholders must comply with sector 399 requirement.

Enclosures / Attachments to be made to the Petition:

Key Points to be noted for preparing the Applicationunder section 397 & 398 of the Companies Act, 1956.

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Documentary evidence in support of the statementsmade in the petition, as are reasonably open to thepetitioner

Documentary evidence as a proof of the eligibility andstatus of the Petitioner(s) with the voting power heldby each of them.

Where the Petition is presented on behalf of themembers, the letter of consent given by them.

Statement of particulars showing names, addresses,number of shares held by the members who havegiven the consent to the petition being presented ontheir behalf. It must be noted that all calls and othermonies due on shares have being paid in respect ofthe members who have consented.

Affidavit verifying the petition duly notarized in thestate where the registered office of company is situate( preferably)

Documents and other evidence in support of thestatements made in the Petition.

The order of the Central Government under section399 (4) where petition is presented by any member ormembers authorized by Central Government topresent the Petition.

Affidavit of Service of Copy of Petition to all therespondents, Registrar of Company, Andhra Pradeshand Regional Director, Chennai along with the Proofof dispatch of the same.

Memorandum of Appearance in form No. 5 of theCompany Law Regulations, 1991 in favour of theAuthorized representative.

Three spare Copies of the Petition.

The petition should only be in the Form No. 1 asprovided in Annexure-II of the Company Law BoardRegulations, 1991 (the Headings shall be same asreferred in Form 1)


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Petition should be printed on one side legal paper,double space and be signed by the petitioner onevery page including all enclosures.

It must be noted that since it is a Petition beforeCompany Law Board, Company shall either be aPetitioner or respondent. Even in the cases where aCompany is not either of them and its a disputebetween the members or Directors in such cases alsoCompany shall be made a party to the Petitionwithout which the petition before the Company LawBoard cannot be made.

Copy of the Petition is to be served on all theRespondents and it should be ensured that the Copyof the Petition is with the Respondents atleast three(3) days before moving the Petition.

Copy of the Petition shall be served on the RegionalDirector and the Registrar of Companies withinwhose jurisdiction the registered office of the

Company is situated.

Affidavit of service of Copy of Petition to all therespondents need not be on a Stamp paper, it issufficient if it is taken on a legal paper.

The petitioner shall maintain all original proofs ofdispatch of the copy of the Petition to all theRespondents, Registrar of Companies and RegionalDirector along with the covering letters sent to themmust be carried to the office of the Company LawBoard at the time of the hearing.

The petitioner shall seek all such Prayers / Reliefs thatshall protect the interest of the petitioner and also toprevent the respondents from further oppression ormismanagement of affairs in the prejudicial interestof the petitioner, public or against company.

The relief sought shall be inline and relevant to theapprehensions made in the petition.

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Commercial and Legal Standing of ExecutiveDirectors vis-à-vis Non-Executive Directors

As per practical definition, Non-executive Director means anydirector who is not paid a salary. However, the ManagingDirector is termed as an Executive Director, even if he is notentitled for any salary emoluments. In view of thesedefinitions, is there actually any significant differencebetween the Executive Director and the Non-ExecutiveDirector?

On commercial parlance, many companies practice todesignate employees as Executive Directors, who are actuallynot on the Board of the company. In the absence of cleardefinitions in the Companies Act, 1956, it is a generalunderstanding that any employee who is also a Director iscalled an Executive Director. But according to the regulatoryrequirements, an Executive Director is an individual holdingmanagerial position and bestowed with decision-makingpowers for his whole-time service to the company. Further,Form 25C is required to be submitted for appointing a person asWhole-time Directors and the same is not required forExecutive Directors.

Explanation to section 197A, it is cleared that a Non-ExecutiveDirector does not undertake to devote his whole working timeto the company. Whereas an Executive Director in the nature ofa whole-time director, extends his professional service to thecompany

The latest trend in the corporate sector is the appointment of an"Associate Director" of a particular department. However, thereis no clear explanation as to whether an Associate Director willjoin the Board of Directors, whether Form 32 needs to be filed,and is this individual considered a Whole-time Director as heis engaged in the day-to-day business activity of the company?

As the company cannot induct all the top Executives to theBoard or designate them as Whole-time Directors, the idea of anew role called Chief Executive Officer (CEO) was initiated.

In the absence of any provision in the Articles of Association ofthe company, the Non-Executive Director is not obligated totender his resignation to the Board and seek the acceptance fromthe Board. To ward off any future complications, such Non-Executive Director can send a copy of the resignation to therelevant Registrar of Companies.

1. The company can pay up to 1% of its profits as remunerationto the Non-Executive Director without breaching theprovisions of Schedule XIII, as the this Schedule makesprovisions for the remuneration to be paid to ManagingDirector, Whole-Time Director and Executive Director.

2. Also, in case there is more than one Executive Director, thenas per Schedule XIII the total managerial remunerationshould not exceed 10% of the profits. However, thecorresponding tabular representation should be followedfor each individual separately as per the terms of theappointment.

3. An approval from the Central Government is required if theremuneration paid to the Non-Executive Director exceedsthe limit set forth in Schedule XIII. If any Director holds anykey responsibilities in the company, the prime test forpayment of remuneration would be to check whether suchDirector be considered as a Non-Executive Director; becauseby virtue of the nature of work, such Director will beautomatically treated as an Executive Director.

4. Only a Whole-time Director or an Executive Director iseligible for Sweat Equity Shares as per the provision ofSection 79A

5. The premium paid by the company on "Employer -Employee Insurance Policy" for its Executive Directors andhanding over the same to such Directors after three yearswill be treated as perquisite and will for a part of the relevantDirectors' remuneration.

Remuneration:


U Padma Shenoy

Company Secretary

CSS Technergy Limited

8

Conclusion:

However, in practice the appointment of Non-ExecutiveIndependent Director has become a arrangement ofconvenience with the idea of "Good Corporate Governance"going for a toss. Unless such Independent Directors havesignificant stakes in the company, it will be naïve to assumethat they would be allowed / willing to assert theirindependence. After all, Non-Executive Directors do getattractive remuneration, not to boast of a good standing in thecorporate society, and they would not jeopardize thisopportunity by being too assertive or independent in realsense. Also, only directors with real involvement will takeactive interest in the affairs of the company and contribute toits obligations to shareholders, employees, customers,suppliers, etc.

SERVICE TAX UPDATES

The Central Board of Excise and Customs vide their

circular no. 105/08/2008 dated September 16,2008, has

issued instructions to jurisdictional commissionerates

to undertake a survey in respect of the SEZ to analyse

the nature of the services that are being rendered to

ensure compliance of service tax. This survey will be

completed by October 20, 2008 and a report sent by end

of this month. As regards the refund of service tax to be

claimed by the SEZs, it is clarified that they should

obtain registration of service tax and file their refund

claims with the jurisdictional commissionerates.

VOLUNTARY SERVICES EXTENDED BY THE MEMBERSDURING THE MONTH OF SEPTEMBER, 2008

Sl.No Name of the Members Nature of the Support/Services Rendered

01 Mr. L. Jayaraman For speaking at the One day seminaron Role of E-Governance in the

Indian Corporate Sector

FIRST Weekend Secretarial Modular Training

ProgrammeUnique opportunity for Final Pass Students

Dates: 01.11.2008 to 21.12.2008Venue: The ICSI Hyderabad Chapter

Final passed candidates having 3 years gap are eligible for

the weekend SMTP and those who have completed their

TOP and at least 12 months Management Training or been

exempted from training

In addition to the subjects covered in any SMTP there will

be programmes, in the evening on topics of practical and

general managerial relevance. Evening lectures will be held

from 7.00 pm to 8.30 pm with specialist speakers. Eminent

Faculty of soft skills are involved to take sessions on

various aspects including personality development, team

management etc.

Fees

Rs. 4,500/- per participant

Kindly send your Bank Draft/local cheque (permitted only

for local candidates) drawn in favor of “Hyderabad Chapter

of Company Secretaries” payable at Hyderabad along with

the registration form.

Due to limited seats, registration will be on first-come-first-

serve basis.

Eligibility

Subject Eligibility & Methodology:

Registration:

Seats:

# 6-3-609/5, Anandnagar, Khairatabad, Hyderabad - 500 004.Ph : 23399541, 23396494, Tele/Fax : 040-23325458.E-mail : [email protected] website : www.icsi.edu

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Mr. J. Krishna Murthy

Mr. Vikas SirohiaMr. S. SankarMr. R. Siva Rami Reddy

Ms. Anuradha Bisani

Ms. U Padma Shenoy

Mr. V. Ahalada Rao

Mr. Ch. Ranga Babu

Mr. N. Krishna Mohan

For preparing draft speech toHon'ble Minister for IT & &

Communications, Youth Services &Sports, Govt. of AP, Hyderabad.

Govt. AP

For getting sponsorshipfor 3rd Residential

Programme

For getting advertisementfor the Newsletter

For coordinating to bring theChief Guest for TOPinaugural session.

For coordinating to bring theChief Guest for TOPValedictory session.

For coordinating to bring thespeaker for 3rd

Residential Programme.

Secretarial Modular TrainingProgramme for his address asChief Guest at the valedictory

session.


HYDERABAD CHAPTER

AN ChapterISO 9001 : 2000

The Institute ofCompany Secretaries of India

Statutory body under an Act of Parliament

K. K. RaoPractising Company Secretary

[email protected]

09 Mr. A.G. Ravindranath Reddy For Interactive Meetingfor his address

9

The ICSI, a premier professional body constituted under an Act of Parliament, offers excellent career opportunities& invites applications for the following positions from candidates having outstanding academic/administrativeexperience.

For further details viz. qualification, experience ,procedure for submission of application etc. please visit ourwebsite with effect from . Interested candidates must

provided thereof . Last date for submission of Application (On-line) is

Reservation policy as adopted by the ICSI in its Service Rules .

www.icsi.edu/career 4th October,2008 apply only throughelectronic application form (On-line)25.10.2008 .

Please Note: (i) A candidate can only apply for any 1 of the above posts.

(ii) Candidates interviewed for any of the above posts in the past 1yr shall not be

eligible for shortlisting

Post

Director (Academics)

Joint Director (Publications)

Joint Director (Council Affairs)

Deputy Director (Admn.)

Assistant Director(Finance & Accounts)

Assistant Director(PR & Corp. Comm .)

Desk Officer

Assistant Education Officer

Junior Assistant

1 post at New Delhi

1 post at New Delhi

1 post at New Delhi

1 post at Navi Mumbai

2 posts at Noida

1 post at New Delhi

5 posts

7 posts ( 5* at New Delhi & 1 each at Navi Mumbai& Bangalore respectively )

3 posts ( 2 at Navi Mumbai and 1 at Mumbai )

(Legal -1 post- New Delhi)

(Career Awareness -1 post , Fin. & A/cs - 1 post )(both at Kolkata)

DO(Admn.) - 1 post at Ahmedabad

DO (Housekeeping & Event Management -1 post at Noida)

45 years

45 years

45 years

45 years

45 years

45 years

35 years

35 years

35 years

14300-20150

14300-18300

14300-18300

12000-17250

10000-15200

10000-15200

6500-10500

6500-10500

3050-4590

Posts / Place of postingMax. Age

(as on 1.10.08 )Pay Scale

(Rs.)

The Institute ofCompany Secretaries of India

Statutory body under an Act of ParliamentIN PURSUIT OF PROFESSIONAL EXCELLENCE

ICSI House , 22 , Institutional Area, Lodi Road, New Delhi –110 003Phones : 41504444, 24617321-24, 24644431-32 . Fax : 91-11-24626727

E-Mail : [email protected] . Website : www.icsi.edu

CAREER OPPORTUNITIES

Note ( * out of 5 posts , 2 posts are to be kept in panel for future vacancies )


10

ACTIVITY REPORTS

Report on Commerce Talent Search Exam

Inauguration of 14th Training Orientation Program

Valedictory Session of 14th Training OrientationProgram

Independent Director and AuditCommittee Chairman of Pioneer Distilleries Ltd was the

The Chapter organised a Commerce Talent SearchExamination jointly with Vasavi Club, Hyderabad on 7September 2008 at Indian Institute of Management andCommerce (IIMC). Nearly 500 students wrote theexamination. Mr. D.A. Somayajulu, Deputy Chairman,Agriculture Technology Mission & Advisor to Government (Economic Affairs & Policy Implementation) was the ChiefGuest. He addressed the students and also presented awards.The basic intention for conducting for this programme was tocreate awareness about the Company Secretaryship courseamong the student Community.

The Chapter organised the 14th Training OrientationProgramme on 1 September 2008. Mr. Ravi Vishnu, Chairmanand Managing Director of CSS Technologies Ltd was the ChiefGuest. Mr. K.K .Rao, Chairman of the Chapter welcomed thegathering and presided over the function and spoke about thequality of knowledge and the effective role of CompanySecretary. Mr. Ravi Vishnu in his address said, TOP was meantto guide the students as how to pass final level of the coursesuccessfully and making them understand the essential inputsrequired by the Company secretary.

He said, a gem cannot be polished without friction nor manperfected without trials. Mr. Ravi Vishnu said there aremultiple opportunities available for the Company Secretariesnow a days. One can speak volumes on the role of a CompanySecretary in the corporate environment; therefore Companysecretary is the one who has to think out of box keeping inmind the important role played by him in the corporate world.

Mr. A.V.Rao while proposing a vote of thanks, requested thebudding company secretaries, to make note of the importantroles of company secretaries and understand how they wouldbe moving at close proximity with the Board and top levelmanagement.

Chapter organised the valedictory session on 6 September2008. Mr. A.V. Rao, Vice Chairman of the Chapter gave anoverview of the work of Company secretary, areas of expertknowledge, opportunities for practice and also urged theparticipants to develop communication skills and draftingskills. Mr. Datla Hanumanta Raju, Vice President, The ICI in hisaddress advised the students to learn more and said they wereexpected to make effective use 15 months' training period. Headvised the students to have self discipline and achievesuccess,

Mr. V. Subramanian,

Chief Guest. He said that the aim of the orientation programmewas to get the students accustomed with the corporate cultureand strategies. He further said as a company secretary, onehandles different areas and he is the custodian of thecompany. He suggested to the participants that they behaveprofessionally rather than to act professionally. He alsostressed the importance of attending as many seminars,

meetings and workshops so as to update and enrich theirknowledge.

Mr. Rajinish C Popat, Secretary of the Chapter proposed a voteof thanks.

Chapter organised the Teachers Day Celebrations on 5September 2008 at Chapter Premises. Mr. A.V Rao, ViceChairman of the Chapter welcomed the gathering and presidedover the function and advised the students to make right use ofthe opportunities provided by the Institute. Prof. P. PurushotamRao, Professor & Dean, Faculty of Commerce , OsmaniaUniversity was the Chief Guest. Addressing the students, hesaid a teacher must be a good student in the first place. Ateacher must be like a candle who illumines the life of others.They are one amongst the people who are capable of building astrong society.

Mr. Marthi, Chairman, Oral Coaching & Students FacilitiesCommittee in his address felt that, a teacher will never expectanything except the excellence of the student. He invitedstudents to share their views and experiences with teachers.

The faculty members who attended the function were honoredwith mementos and thereafter the ceremony ended with a voteof thanks by Mr. Rajinish C Popat, Secretary of the Chapter.

Chapter conducted the 34th Batch of Secretarial ModularTr a i n i n g Pr o g r a m m e f r o m 9 S e p t e m b e r 2 0 0 8 .Mr. KK Rao, Chairman of the Chapter welcomed the gatheringand Chief Guest and addressed the students. He advised thestudents to make use of the faculty and get the benefit out of it.Ms. AV Syamala, Chairperson, SIRC introduced the ChiefGuest. Mr. C. Sudhir Babu, Council Member, The ICSI in hisaddress told the students about the importance of trainingcurriculum & methodology. Mr. Datla Hanumanta Raju, VicePresident, The ICSI spoke on bridging gap between theory andpractice and also spoke on the PMQ course and its importance.Mr. K. R. Venkateswarlu , Director – Finance , NMDC was theChief Guest. He inaugurated the SMTP by lighting of the Lamp.He spoke on the importance of continuous learning ,interpersonal sills, recognitions, self satisfaction, how to be anachiever in the life, objective to achieve and also highlightedthe importance of the company secretary in private sectorranging from law and finance to management . He concludedthe speech by saying “Every moment is a precious learning”Mr. Rajnish C Popat, Secretary of the Chapter proposed a vote ofthanks.

Chapter organised the 3rd Residential Programme on the “Roleof E-Governance in the Indian Corporate Sector” on 13 and 14September 2008 at Alankruta Resorts. Mr. KK Rao, Chairmanof the Chapter gave the welcome address. Ms. AV Syamala,Chairperson, SIRC gave the introduction of Guest of Honourand addressed the gathering . The theme of the seminar wasintroduced by Mr. C.Sudhir Babu, Council, The ICSI. He saidthat e-governance rendered services more effectively andoffered quick solutions to stakeholders. Mr. Datla HanumantaRaju, Vice President, The ICSI in his address highlighted the

Report on Teachers Day.

Inauguration of Secretarial Modular Training Programme

3rd Residential Programme


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importance of e-governance, particularly for the corporatesector. He spoke about the success of the MCA-21 programme.Mr K.S. Rajasekhar, Chairman & Managing Director, ECIL,Hyderabad was the Guest of Honour. He spoke on importanceIT, and IT applications on MNCs, Video Conferencing at ECILfor communicating amongst various departments and alsodiscussed the projects undertaken by ECIL. Mr. SS Marthi,Member, Managing Committee, Hyderabad Chapterintroduced the Chief Guest. Hon'ble R.Damodar Reddy,Minister for Information Technology & Communications,Youth Services & Sports, Govt. of AP, Hyderabad was the ChiefGuest. He inaugurated the seminar by lighting of the lamp. Mr.R. Damodar Reddy in his address he informed that e-governacewas cost effective and customer oriented; MCA is a model forother projects and other sectors. He said, through e-governanceit was possible to minimize the problems of logistics andphysical movement. Dr.T. Hanuman Chowdary- Director,Centre for Telecom Management & Studies, Hyderabad wasthe key note speaker for the seminar. He spoke on vision forTelephone department., Information technology, Vision 2020Telecom policy, transparency in information in Governmentfor better governance, File management by GPS and GIS , e-learning and also shared his thoughts on his past experience.

The First Technical session was addressed by Mr. L.Jayaraman, Company Secretary in Practice. In his address heexplained Proposed provisions in the New Companies Act forTeleconferencing or video conferencing of board meetings. Hesaid the Rules in this regard should be Clear, Comprehensiveand Concise. He highlighted the advantages of electronic boardmeetings and also listed out the likely Issues in electronicboard meetings, This session was coordinated by Mr. C .Sudhir Babu, Council Member, The ICSI

The Second Technical session was addressed by Mr. SureshChanda, IAS, Secretary to Governmen of Andhra Pradesht-Information Technology and Communication Department. Hespoke on the Contribution of I.T Companies towards E-Governance under Information Technology Act. He spoke onThe Vision of IT, Good Governance, E-Governance, ITinitiatives In AP, IT Revolution, Wonders of e-mail, internet,vision of IT, E – Governance – Objectives, e-Governance and itskey Benefits. This session was coordinated by Mr A. V. Rao,Vice- Chairman of the Chapter.

The Third Technical session was handled by Mr. D. RamaKrishnan, Assistant Registrar of Companies, AP on the topicCS – Build the eCompetency ART to build the E-Governanceunder Companies Act. He explained in detail the procedure tobe followed while filing and uploading of forms. Hehighlighted on the benefits of e-filing and explained to themembers the steps being initiated by the Ministry in makingthe system more user friendly. He also asked the members tohighlight the problems being faced with regard to variousaspects like filing the forms and uploading. This session wascoordinated by Mr Ajay Kishan, Treasurer of the Chapter.

The Fourth Technical session was handled by Mr. Venu

First Technical Session.

Second Technical Session

Third Technical Session

Fourth Technical Session

Bhagavan, Motivational Speaker, Author, Trainer, Councilor &Seminar Leader on Relationship Management. He spoke on therelationship between Children and Parents, the need for beingfriendly with children , passion for excellence and the fourdimensions of life. This session was handled by Mr. S. S.Marthi, Member, Managing Committee of the Chapter.

Each session was followed up by a lively interaction among theparticipants. Mr. Rajnish Popat Secretary of the Chapterproposed a vote of thanks.

Chapter organised the valedictory session of the 34th SMTP on25 September 2008 . Mr. N. Krishna Mohan, Chairman, SriChakra Cements Ltd was the Chief Guest. Mr. K. K. RaoChairman of the Chapter welcomed the Chief Guest and advisedthe participants to render services by way of conducting theCareer Awareness Programme in their colleges or serve theprofession/chapter at least one day in a year. He also calledupon them to contribute at lease one day's earnings every year.

The Chief Guest, Mr. , in his address spokeabout Target Goals, personality development, Creatingconfidence, performance of duties and importance of readingnews papers. He advised the participants to serve the Institutein a better way. Mr. C. Sudhir Babu, Council Member, the ICSIin his address shared his views about Financial Crisis andadvised the participants to perform their duties as per the lawand wished them all success. Ms. AV Syamala, Chairperson,SIRC Introduced the Chief Guest and addressed theparticipants Mr. Datla Hanumanta Raju, Vice President, TheICSI, he spoke on the opportunities for Company Secretaries,Goal setting and advised to utilize the opportunites .

Mr. Rajnish C Popat, Secretary of the Chapter proposed vote ofthanks.

The Chief Guest presented participation certificates to theparticipants. Other prizes to the following awards werepresented to :

1) Best Participant Award to : Ms. Pattu Rathi

2) Best Project Presentationaward to

Project Topic :

Team Members comprising : Ms. N. NeerajaMs. Lakshmi AlladiMs. Suchi Agarwal

Chapter organised a meeting on the Exposure Drafts ofSecretarial Standard on Passing of Resolutions by Circulation(SS-7), Secretarial Standard on Affixing of Common Seal (SS-8)And Secretarial Standard on Forfeiture of Shares (SS-9) on 30September 2008 Mr. AG Ravindranath Reddy, CorporateLawyer, Management Consultant & Former member,Secretarial Standards Board led the discussion and elaboratedon the proposed secretarial standards. The Members presentdiscussed the merits of the exposure drafts in detail . There waslively and active participation by the members present . Themeeting was concluded by the Chairman after finalization ofthe recommendations to be made to the ICSI.

Valedictory Session of Secretarial Modular TrainingProgramme

N. Krishna Mohan

Accounting StandardsEmer ging Trends

Meeting on Exposure Draft of Secretarial Standards 7, 8 and 9

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Editor : Sudheendra Putty,

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Views expressed by contributors are their own and the Institute of Company Secretaries of India - Hyderabad Chapter does not accept any responsibility.

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NEWS LETTER COMMITTEE

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Cartoon by :Company Secretary in Practice

Lalit Mohan Chandna,

PRINTED MATTER - BOOK POST

To.

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HYDERABAD CHAPTER(AN ISO 9001 : 2000 CHAPTER)

The Institute ofCompany Secretaries of IndiaIN PURSUIT OF PROFESSIONAL EXCELLENCE

Statutory body under an Act of Parliament

From :

# 6-3-609/5, Anandnagar, Khairatabad, Hyderabad - 500 004.

I am very happy to inform that your company has implemented the

"Good Corporate Governance" practices during the year. We stopped

all Bribes; Frozen all our Swiss accounts; Banned all kick-backs; Discontinued

manipulation of Share prices; Suspended removal of goods without Excise

duty; Banned private placement of Shares; No more fudging & adjustment in

accounts; No foreign trips to Directors their, wives & family members!! The

result of the above policies are in your hand. Sales have dipped by 100%; profit

is down by 200%; Payment of taxes have gone up by 500% and company has

gone into for the first time. Hence, - No dividend and gifts this year!!!red Sorry

Inauguration of 3rd Residential Programme by Shri Hon'bleMinister for Information Technology &

Communications, Youth Services & Sports, Govt. of AP, Hyderabadon 13th September 2008

R.Damodar Reddy,

3rd Residential Programme on the “Role of E-Governance in theIndian Corporate Sector”

R.Damodar Reddy,Shri Hon'ble Minister for Information Technology &Communications, Youth Services & Sports, Govt. of AP, Hyderabad

addressing the gathering.